Exhibit
10.1

    
EXECUTION
COPY

     

    
      

    

       

    AMENDED AND RESTATED CREDIT AGREEMENT

     

    dated as
of

    May 11,
2007

    and

    amended
and restated as of

    June 12,
2009

     

    among

     

    UNITED
STATES STEEL CORPORATION

     

    THE
LENDERS PARTY HERETO

     

    THE LC
ISSUING BANKS PARTY HERETO

     

    and

     

    JPMORGAN
CHASE BANK, N.A.,

    as
Administrative Agent and Collateral Agent

    ____________________

     

    J.P.
MORGAN SECURITIES INC.,

    Sole Lead
Arranger and Sole Bookrunner

    _____________________

     

    
      
        	
                BANK
      OF AMERICA, N.A.

              	
                CITIZENS
      BANK OF PENNSYLVANIA

              
	
                Syndication
      Agent

              	
                Syndication
      Agent

              


      

    

    ______________________

     

    
      
        	
                PNC
      BANK, NATIONAL ASSOCIATION,

              	
                THE
      BANK OF NOVA SCOTIA,

              
	
                Documentation
      Agent

              	
                Documentation
      Agent

              


      

    

    
      	
              MORGAN
      STANLEY BANK,

            


    

    
      	
              Co-Documentation
      Agent

            


    

     

    
      

    

     

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    TABLE
OF CONTENTS

    ______________________

    
      


    

    
      
        
          	 
      	 	
                  Page

                	 
	 
      	 	 	 
	
                  ARTICLE
      1

                	 	 	 
	
                  Definitions

                	 	 	 
	 
      	 	 	 
	
                  Section
      1.01.  Defined
      Terms

                	 	 	1	 
	
                  Section
      1.02.  Types
      of Borrowing

                	 	 	32	 
	
                  Section
      1.03.  Terms
      Generally

                	 	 	32	 
	
                  Section
      1.04.  Accounting Terms; Changes in
      GAAP

                	 	 	33	 
	 
      	 	 	 	 
	
                  ARTICLE
      2

                	 	 	 	 
	
                  The
      Credits

                	 	 	 	 
	 
      	 	 	 	 
	
                  Section
      2.01.  Commitments to
      Lend

                	 	 	33	 
	
                  Section
      2.02.  Notice
      of Committed Borrowing

                	 	 	33	 
	
                  Section
      2.03.  Reserved.

                	 	 	34	 
	
                  Section
      2.04.  Notice
      to Lenders; Funding of Loans

                	 	 	34	 
	
                  Section
      2.05.  Maturity of
      Loans.

                	 	 	35	 
	
                  Section
      2.06.  Interest
      Rates

                	 	 	35	 
	
                  Section
      2.07.  Method
      of Electing Interest Rates

                	 	 	36	 
	
                  Section
      2.08.  Fees

                	 	 	38	 
	
                  Section
      2.09.  Optional
      Termination or Reduction of Commitments

                	 	 	38	 
	
                  Section
      2.10.  Scheduled
      Termination of Commitments

                	 	 	39	 
	
                  Section
      2.11.  Optional and
      Mandatory Prepayments

                	 	 	39	 
	
                  Section
      2.12.  Reserved.

                	 	 	39	 
	
                  Section
      2.13.  Computation of
      Interest and Fees

                	 	 	39	 
	
                  Section
      2.14.  Reserved.

                	 	 	39	 
	
                  Section
      2.15.  Increased
      Commitments; Additional Lenders

                	 	 	40	 
	
                  Section
      2.16.  Letters
      of Credit

                	 	 	42	 
	
                  Section
      2.17. Evidence of
      Debt.

                	 	 	46	 
	
                  Section
      2.18.  Change
      in Control

                	 	 	47	 
	
                  Section
      2.19.  Alternate Rate of
      Interest

                	 	 	48	 
	
                  Section
      2.20.  Increased
      Costs

                	 	 	48	 
	
                  Section
      2.21.  Break
      Funding Payments

                	 	 	50	 
	
                  Section
      2.22.  Taxes

                	 	 	50	 
	
                  Section
      2.23.  Payments Generally; Pro Rata
      Treatment; Sharing of Set-Offs

                	 	 	51	 
	
                  Section
      2.24.  Lender’s Obligation to
      Mitigate; Replacement of Lenders

                	 	 	53	 
	 
      	 	 	 	 
	
                  ARTICLE
      3

                	 	 	 	 
	
                  Representations
      and Warranties

                	 	 	 	 
	 
      	 	 	 	 
	
                  Section
      3.01.  Organization;
      Powers

                	 	 	55	 
	
                  Section
      3.02.  Authorization;
      Enforceability

                	 	 	55	 


        

      

    


    
      
         


      

      
        i

        
          

        

      

      
         


      

    

    


    
      
        
          	
                  Section
      3.03.  Governmental Approvals; No
      Conflicts

                	 	 	55	 
	
                  Section
      3.04.  Financial Statements; No
      Material Adverse Change

                	 	 	55	 
	
                  Section
      3.05.  Litigation and Environmental
      Matters

                	 	 	56	 
	
                  Section
      3.06.  Taxes

                	 	 	56	 
	
                  Section
      3.07.  Investment Company
      Status

                	 	 	56	 
	
                  Section
      3.08.  ERISA

                	 	 	56	 
	
                  Section
      3.09.  Disclosure

                	 	 	57	 
	
                  Section
      3.10.  Security
      Documents; Subsidiary Guarantees

                	 	 	57	 
	
                  Section
      3.11.  Processing of
      Receivables.

                	 	 	57	 
	
                  Section
      3.12.  Solvency

                	 	 	57	 
	 
      	 	 	 	 
	
                  ARTICLE
      4

                	 	 	 	 
	
                  Conditions

                	 	 	 	 
	 
      	 	 	 	 
	
                  Section
      4.01.  Effective
      Date

                	 	 	58	 
	
                  Section
      4.02.  Conditions to Initial
      Utilization and Each Subsequent Utilization

                	 	 	59	 
	 
      	 	 	 	 
	
                  ARTICLE
      5

                	 	 	 	 
	
                  Affirmative
      Covenants

                	 	 	 	 
	 
      	 	 	 	 
	
                  Section
      5.01.  Financial Statements and Other
      Information

                	 	 	60	 
	
                  Section
      5.02.  Information Regarding
      Collateral

                	 	 	63	 
	
                  Section
      5.03.  Existence; Conduct of
      Business

                	 	 	64	 
	
                  Section
      5.04.  Maintenance of
      Properties

                	 	 	65	 
	
                  Section
      5.05.  Insurance

                	 	 	65	 
	
                  Section
      5.06.  Casualty and
      Condemnation

                	 	 	66	 
	
                  Section
      5.07.  Proper
      Records; Rights to Inspect and Appraise

                	 	 	66	 
	
                  Section
      5.08.  Compliance with
      Laws

                	 	 	68	 
	
                  Section
      5.09.  Use of
      Proceeds and Letters of Credit

                	 	 	68	 
	
                  Section
      5.10.  Further
      Assurances

                	 	 	68	 
	
                  Section
      5.11.  Amendments to
      Effective Date Receivables Financing

                	 	 	69	 
	 
      	 	 	 	 
	
                  ARTICLE
      6

                	 	 	 	 
	
                  Negative
      Covenants

                	 	 	 	 
	 
      	 	 	 	 
	
                  Section
      6.01.  Liens

                	 	 	69	 
	
                  Section
      6.02.  Fundamental
      Changes

                	 	 	71	 
	
                  Section
      6.03.  Financial
      Covenants

                	 	 	71	 


        

      

    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    
      
        
          	
                  ARTICLE
      7

                	 	 	 
	
                  Events
      of Default

                	 	 	 
	 
      	 	 	 
	
                  ARTICLE
      8

                	 	 	 
	
                  The
      Agents

                	 	 	 
	 
      	 	 	 
	
                  Section
      8.01.  Appointment and
      Authorization

                	 	 	75	 
	
                  Section
      8.02.  Administrative
      Agent and Affiliates

                	 	 	75	 
	
                  Section
      8.03.  Action
      by Administrative Agent

                	 	 	75	 
	
                  Section
      8.04.  Consultation with
      Experts

                	 	 	75	 
	
                  Section
      8.05.  Liability of
      Administrative Agent

                	 	 	75	 
	
                  Section
      8.06.  Credit
      Decision

                	 	 	76	 
	
                  Section
      8.07.  Successor
      Administrative Agent

                	 	 	76	 
	
                  Section
      8.08.  Agents’
      Fees

                	 	 	76	 
	
                  Section
      8.09.  Sub-Agents and Related
      Parties

                	 	 	76	 
	
                  Section
      8.10.  Other
      Agents

                	 	 	77	 
	 
      	 	 	 	 
	
                  ARTICLE
      9

                	 	 	 	 
	
                  Miscellaneous

                	 	 	 	 
	 
      	 	 	 	 
	
                  Section
      9.01.  Notices

                	 	 	77	 
	
                  Section
      9.02.  Waivers;
      Amendments

                	 	 	78	 
	
                  Section
      9.03.  Expenses; Indemnity; Damage
      Waiver

                	 	 	80	 
	
                  Section
      9.04.  Successors and
      Assigns

                	 	 	82	 
	
                  Section
      9.05.  Designated
      Lenders

                	 	 	85	 
	
                  Section
      9.06. Survival

                	 	 	86	 
	
                  Section
      9.07.  Counterparts;
      Integration

                	 	 	86	 
	
                  Section
      9.08.  Severability

                	 	 	86	 
	
                  Section
      9.09.  Right
      of Set-off

                	 	 	87	 
	
                  Section
      9.10.  Governing Law; Jurisdiction;
      Consent to Service of Process

                	 	 	87	 
	
                  Section
      9.11.  WAIVER
      OF JURY TRIAL

                	 	 	88	 
	
                  Section
      9.12.  Headings

                	 	 	88	 
	
                  Section
      9.13.  Confidentiality

                	 	 	88	 
	
                  Section
      9.14.  USA
      PATRIOT Act Notice

                	 	 	89	 


        

      

    

    


    SCHEDULES:

    COMMITMENT
SCHEDULE

    PRICING
SCHEDULE

    Schedule
1.01      Existing Accounting
Procedures

    Schedule
2.16      Existing Letters of Credit

    Schedule
5.01      Additional Monthly Financial
Information

    Schedule
5.05      Insurance

    Schedule
6.01      Existing Liens


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    EXHIBITS:

    
      	
              Exhibit A

            	
              —   Form
      of Assignment

            


    

    
      	
              Exhibit B

            	
              —   Form
      of Opinion of Counsel of the
Borrower

            


    

    
      	
              Exhibit C

            	
              —   Form
      of Security Agreement

            


    

    
      	
              Exhibit D-1

            	
              —   Form
      of Monthly Borrowing Base
Certificate

            


    

    
      	
              Exhibit D-2

            	
              —   Form
      of Bi-Weekly Borrowing Base
Certificate

            


    

    
      	
              Exhibit E

            	
              —   Form
      of Subsidiary Guarantee Agreement

            


    

    
      	
              Exhibit F-1

            	
              —   Form
      of Collateral Access Agreement
  (Processor/Warehouse)

            


    

    
      	
              Exhibit F-2

            	
              —   Form
      of Collateral Access Agreement
(Landlord)

            


    

    
      
        	
                Exhibit G

              	
                —   Certain
      Definitions from Regulation S-X (as in effect on the date of this Amended
      Agreement) 

              


      

    

    
      	
              Exhibit H

            	
              —   Form
      of Designation Agreement

            


    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    AMENDED
AND RESTATED CREDIT AGREEMENT dated as of May 11, 2007 and amended and restated
as of June 12, 2009 among UNITED STATES STEEL CORPORATION, the LENDERS party
hereto, the LC ISSUING BANKS party hereto, and JPMORGAN CHASE BANK, N.A., as
Administrative Agent and Collateral Agent.

     

    WHEREAS,
the Borrower (as defined in Section 1.01 below), the lenders party thereto (the
“Existing Lenders”), the
letter of credit issuing banks party thereto and JPMorgan Chase Bank, N.A., as
administrative agent, are parties to a Credit Agreement dated as of May 11, 2007
(as amended or otherwise modified prior to the date hereof, the “Existing Credit
Agreement”);

     

    WHEREAS,
the parties hereto desire to amend and restate the Existing Credit Agreement as
provided in this Amended Agreement (as defined in Section 1.01 below), subject
to the terms and conditions set forth in Section 4.01 hereof;

     

    NOW,
THEREFORE, the Existing Credit Agreement is amended and restated in its entirety
as follows:

     

    ARTICLE
1

    Definitions

     

    Section
1.01.  Defined
Terms.  As used in this Agreement, the following terms have the
following meanings:

     

    “Additional Lender” has the
meaning set forth in Section 2.15.

     

    “Adjusted LIBO Rate” has the
meaning set forth in Section 2.06(b).

     

    “Administrative Agent” means
JPMorgan Chase Bank, N.A., in its capacity as administrative agent under the
Loan Documents, and its successors in such capacity.

     

    “Administrative Questionnaire”
means an Administrative Questionnaire in a form supplied by the Administrative
Agent.

     

    “Affiliate” means, with respect
to a specified Person, another Person that  directly, or indirectly
through one or more intermediaries, Controls, or is Controlled by or under
common Control with such specified Person.

     

    “Agent” means any of the
Administrative Agent, the Documentation Agents, the Co-Documentation Agent and
the Syndication Agents, and “Agents” means any two or more
of the foregoing.


    
      
         


      

      
        1

        
          

        

      

      
         


      

    


    “Agreement”, when used in
reference to this Agreement, means the Existing Credit Agreement, as amended and
restated by this Amended Agreement, and as the same may be further amended from
time to time.

     

    “Amended Agreement” means this
Amended and Restated Credit Agreement dated as of June 12, 2009.

     

    “Applicable Lending Office”
means, with respect to any Lender, (i) in the case of its Base Rate Loans, its
Domestic Lending Office and (ii) in the case of its Eurodollar Loans, its
Eurodollar Lending Office.

     

    “Applicable Rate” means for any
day:

     

    (a)           with
respect to any Loan that is a Base Rate Loan, the applicable rate per annum set
forth in the Pricing Schedule in the row opposite the caption “Base Rate Margin”
and in the column corresponding to the “Pricing Level” that applies for such
day; and

     

    (b)           with
respect to any Loan that is a Eurodollar Loan, the applicable rate per annum set
forth in the Pricing Schedule in the row opposite the caption “Euro-Dollar
Margin” and in the column corresponding to the “Pricing Level” that applies for
such day;

     

    
      	
               
      

            	
              In
      each case, the “Applicable Rate” will be based on the Average Availability
      calculated as of the relevant determination date; provided
      that:

            


    

     

    (i)           before
the Borrowing Base Effective Date, such Applicable Rates will be those set forth
in the Pricing Schedule and corresponding to Level I Pricing; and

     

    (ii)           at
the option of the Administrative Agent (or at the request of the Required
Lenders), if the Borrower fails to deliver consolidated financial statements to
the Administrative Agent as and when required by Section 5.01(a)(i) or
5.01(a)(ii), such Applicable Rates will be those set forth in the Pricing
Schedule and corresponding to Level III Pricing during the period from the
expiration of the time specified for such delivery until such financial
statements are so delivered.

     

    “Arranger” means J.P. Morgan
Securities Inc. in its capacity as sole lead arranger of the credit facility
provided under this Agreement.

     

    “Assignment” means an
assignment and assumption agreement entered into by a Lender and an assignee
(with the consent of any party whose consent is required by Section 9.04), and
accepted by the Administrative Agent, in the form of Exhibit A or any other form
approved by the Administrative Agent.


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    “Availability Reserves” means,
as of any date of determination, such reserves in amounts as the Collateral
Agent may from time to time establish (upon five Business Days’ notice to the
Borrower in the case of new reserve categories established after the Effective
Date and formula changes) and revise (upward or downward) in good faith in
accordance with its customary credit policies:  (i) to reflect events,
conditions, contingencies or risks which, as reasonably determined by the
Collateral Agent, do or are reasonably likely to materially adversely affect
either (a) the Collateral or its value or (b) the security interests and other
rights of the Collateral Agent or any Lender in the Collateral (including the
enforceability, perfection and priority thereof) or (ii) to reflect the
Collateral Agent’s reasonable belief that any collateral report or financial
information furnished by or on behalf of the Borrower is or may have been
incomplete, inaccurate or misleading in any material respect or (iii) in respect
of any state of facts which the Collateral Agent reasonably determines in good
faith constitutes a Default or an Event of Default; provided that, at any date of
determination (unless and until otherwise determined by the Collateral Agent),
“Availability Reserves” shall include (a) a reserve in an amount equal to the
most current month-end liability to Outside Processor, Third-Party Warehouseman
and Borrower Joint Venture locations holding Eligible Inventory, (b) a reserve
for obligations secured by Liens on Collateral for which UCC financing
statements (or, in jurisdictions outside the United States of America, evidence
of perfection of Liens) are filed, (c) a reserve for permitted Liens and (d) a
reserve for claims secured by purchase money liens.

     

    “Available Inventory” means, at
any time the sum of:

     

    (a)           the
lesser of (i) 65% of Eligible Finished Goods Inventory and (ii) the product of
(x) 85% of the net recovery rates as determined by an independent appraisal
multiplied by (y) Eligible Finished Goods Inventory; plus

     

    (b)           the
lesser of (i) 65% of Eligible Semi-Finished Goods and Scrap Inventory and (ii)
the product of (x) 85% of the net recovery rates as determined by an independent
appraisal multiplied by (y) Eligible Semi-Finished Goods and Scrap Inventory;
plus

     

    (c)           the
lesser of (i) 65% of Eligible Raw Materials Inventory (other than scrap
Inventory) and (ii) the product of (x) 85% of the net recovery rates as
determined by an independent appraisal multiplied by (y) Eligible Raw Materials
Inventory.


    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    “Available Receivables” means,
at any time, a percentage (not to exceed 85%) of the difference of (i) Eligible
Receivables minus (ii) a Dilution Reserve, such percentage and such Dilution
Reserve to be determined by the Collateral Agent in its Permitted Discretion
(taking into consideration actual dilution) upon the completion of collateral
review field work to be performed subsequent to the termination of the Effective
Date Receivables Financing.

     

    “Average Availability” has the
meaning set forth in the Pricing Schedule.

     

    “Average Facility Availability”
means, on any day, an amount equal to the quotient of (a) the sum of the end of
the day Facility Availability for each day during the period of 30 consecutive
days ending on (and including) such date, divided by (b) 30 (i.e., the number of
days in such period).

     

    “Base Rate” means, for any day,
a rate per annum equal to the highest of (i) the Prime Rate for such day, (ii)
the sum of 1⁄2 of 1% plus the Federal Funds Rate for such day and (iii) the sum of
1% plus the Adjusted LIBO Rate for a one-month Interest Period on such day (or
if such day is not a Business Day, the immediately preceding Business
Day).

     

    “Base Rate Loan” means a Loan
that bears interest at the  Base Rate pursuant to the applicable
Notice of Borrowing or Notice of Interest Rate Election or the provisions of
Section 2.19.

     

    “Borrower” means United States
Steel Corporation, a Delaware corporation, and its successors.

     

    “Borrower Joint Venture” means
any joint venture in which the Borrower holds, or acquires after the Effective
Date, a direct or indirect equity interest.

     

    “Borrower Security Agreement”
means the Security Agreement dated as of June 12, 2009, between the Borrower and
the Collateral Agent, each substantially in the form of Exhibit C.

     

    “Borrower’s Latest Form 10-Q”
means the Borrower’s quarterly report on Form 10-Q for the quarter ended March
31, 2009, as filed with the SEC pursuant to the Exchange Act.

     

    “Borrower’s 2008 Form 10-K”
means the Borrower’s annual report on Form 10-K for the year ended December 31,
2008, as filed with the SEC pursuant to the Exchange Act.

     

    “Borrowing” has the meaning set
forth in Section 1.02.

     

    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    “Borrowing Base” means, at any
time, subject to adjustment as provided in Section 5.07(c), an amount equal to
the sum of (i) Available Inventory less (ii) Availability
Reserves less (iii) the
aggregate outstanding amount (calculated as the Mark-to-Market Value) of Secured
Derivative Obligations up to a maximum amount of $75,000,000 plus (iv) Available
Receivables if the Effective Date Receivables Financing shall have terminated
(and the obligations in respect thereof paid in full) and not been replaced with
another Permitted Receivables Financing on terms (other than terms relating to
pricing or reserve percentages or similar financial terms) satisfactory to the
Administrative Agent (it being understood that such Available Receivables shall
exclude all Receivables that have become Transferred Receivables (as defined in
the applicable Security Agreement) at the time of, or prior to, such termination
of the Effective Date Receivables Financing); provided that Available
Inventory attributable to Raw Materials Inventory may not account for more than
60% of the Borrowing Base.  Standards of eligibility and reserves and
advance rates of the Borrowing Base may be revised and adjusted from time to
time by the Collateral Agent in its Permitted Discretion; provided that any such
changes in such standards shall be effective five Business Days after delivery
of notice thereof to the Borrower; and provided, further that the Collateral
Agent shall not increase advance rates above the percentages specified in the
definitions of “Available
Inventory” and “Available Receivables”, or
standards of eligibility from those specified herein in a manner that causes the
Borrowing Base to be increased, except pursuant to an amendment effected in
accordance with Section 9.02.

     

    “Borrowing Base Certificate”
means a certificate, duly executed and certified as accurate and complete by a
Financial Officer of the Borrower, appropriately completed and substantially in
the form of Exhibit D-1 (or, at any time when such certificate is required to be
delivered on a bi-weekly basis pursuant to Section 5.01(b), substantially in the
form of Exhibit D-2) together with all attachments and supporting documentation
(i) as contemplated thereby, (ii) as outlined on Schedule 1 to Exhibit D-1 and
(iii) as reasonably requested by the Collateral Agent.

     

    “Borrowing Base Effective Date”
means September 30, 2009 or an earlier date as elected by the Borrower by
delivering a notice to the Administrative Agent no later than five Business Days
before such earlier Borrowing Base Effective Date specifying the date of the new
Borrowing Base Effective Date, which notice shall be accompanied by a Borrowing
Base Certificate in compliance with Section 5.02(b)(i).

     

    “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; provided that, when used in
connection with a Eurodollar Loan, the term “Business Day” shall also exclude
any day on which banks are not open for dealings in dollar deposits in the
London interbank market.

     

    
      
         


      

      
        5

        
          

        

      

      
         


      

    


    “Capital Expenditures” means,
for any period, the additions to property, plant and equipment and other capital
expenditures of the Borrower and its Subsidiaries for the purpose of maintaining
or replacing an existing capital asset that are (or would be) set forth as
capital expenditures in a consolidated statement of cash flows of the Borrower
and its Subsidiaries for such period prepared in accordance with
GAAP.

     

    “Capital Lease Obligations” of
any Person means obligations of such Person to pay rent or other amounts under
any lease of (or other arrangement conveying the right to use) real or personal
property, or a combination thereof, which obligations are required under GAAP to
be classified and accounted for as capital leases on a balance sheet of such
Person.  The amount of such obligations will be the capitalized amount
thereof determined in accordance with GAAP.

     

    “Cash Collateral Account” has
the meaning specified in the Borrower Security Agreement.

     

    “Change in Control” means the
occurrence of any of the following:

     

    (a)           any
“person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act)
is or becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under
the Exchange Act, except that for the purposes of this clause (a) such person
shall be deemed to have “beneficial ownership” of all shares that any such
person has the right to acquire, whether such right is exercisable immediately
or only after the passage of time), directly or indirectly, of more than 35% of
either the aggregate ordinary voting power or the aggregate equity value
represented by the issued and outstanding Equity Interests in the
Borrower;

     

    (b)           individuals
who constituted the board of directors of the Borrower at any given time
(together with any new directors whose election by such board of directors or
whose nomination for election by the shareholders of the Borrower as approved by
a vote of 66-2/3% of the directors of the Borrower then still in office who were
either directors at such time or whose election or nomination for election was
previously so approved) cease for any reason to constitute a majority of the
board of directors then in office;

     

    (c)           the
adoption of a plan relating to the liquidation or dissolution of the Borrower;
or

     

    
      
         


      

      
        6

        
          

        

      

      
         


      

    


    (d)           the
merger or consolidation of the Borrower with or into another Person or the
merger of another Person with or into the Borrower, or the sale of all or
substantially all the assets of the Borrower (determined on a consolidated
basis) to another Person, other than a merger or consolidation transaction in
which holders of Equity Interests representing 100% of the ordinary voting power
represented by the Equity Interests in the Borrower immediately prior to such
transaction (or other securities into which such securities are converted as
part of such merger or consolidation transaction) own directly or indirectly at
least a majority of the ordinary voting power represented by the Equity
Interests in the surviving Person in such merger or consolidation transaction
issued and outstanding immediately after such transaction and in substantially
the same proportion as before the transaction.

     

    “Change in Law” means (a) the
adoption of any law, rule or regulation after the date of this Agreement, (b)
any change in any law, rule or regulation or in the interpretation or
application thereof by any Governmental Authority after such date or (c)
compliance by any Lender or the LC Issuing Bank (or, for purposes of Section
2.20, by any lending office of such Lender or by such Lender’s or the LC Issuing
Bank’s holding company, if any) with any request, guideline or directive
(whether or not having the force of law) of any Governmental Authority made or
issued after such date.

     

    “Collateral” means any and all
“Collateral”, as defined in any Security Document.

     

    “Collateral Access Agreement”
means an agreement substantially in the form of Exhibit F-1 or Exhibit
F-2.

     

    “Collateral Agent” means
JPMorgan Chase Bank, N.A., in its capacity as collateral agent for the Lenders
under the Loan Documents, and its successors in such capacity.

     

    “Collateral and Guarantee
Requirement” means the requirement that:

     

    (a)           the
Administrative Agent (i) shall have received a counterpart of the applicable
Security Agreement duly executed and delivered by JPMorgan Chase Bank, N.A., as
Collateral Agent, and (ii) shall have received from each Credit Party a
counterpart of the applicable Security Agreement duly executed and delivered on
behalf of such Credit Party;

     

    (b)           with
respect to each Subsidiary Guarantor, (i) the Administrative Agent shall
have received a Subsidiary Guarantee Agreement duly executed and delivered on
behalf of such Subsidiary Guarantor, and (ii) the conditions set forth in
clauses (b) and (c) of Section 4.01 shall have been satisfied with respect to
such Subsidiary Guarantor;

     

    
      
         


      

      
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    (c)           all
documents and instruments, including Uniform Commercial Code financing
statements (if any), required by law or reasonably requested by the Collateral
Agent to be filed, registered or recorded to create the Liens intended to be
created by the Security Documents and perfect or record such Liens to the
extent, and with the priority, required by the Security Documents, shall have
been filed, registered or recorded or delivered to the Collateral Agent for
filing, registration or recording;

     

    (d)           each
Credit Party shall have obtained all consents and approvals required to be
obtained by it in connection with the execution and delivery of all Security
Documents to which it is a party, the performance of its obligations thereunder
and the granting of the Liens granted by it thereunder; and

     

    (e)           each
Credit Party shall have taken all other action required under the Security
Documents to perfect, register and/or record the Liens granted by it
thereunder.

     

    “Co-Documentation Agent” means
Morgan Stanley Bank in its capacity as co-documentation agent in respect of this
Agreement.

     

    “Commitment” means (i) with
respect to each Lender listed on the Commitment Schedule, the amount set forth
opposite such Lender’s name on the Commitment Schedule, (ii) with respect to
each Additional Lender, the amount of the Commitment assumed by it pursuant to
Section 2.15 and (iii) with respect to any substitute Lender or an assignee that
becomes a Lender pursuant to Section 2.24 or 9.04, the amount of the transferor
Lender’s Commitment assigned to it pursuant to Section 9.04, in each case as
such amount may be changed from time to time pursuant to Section 2.09 or 9.04;
provided that, if the
context so requires, the term “Commitment” means the
obligation of a Lender to extend credit up to such amount to the Borrower
hereunder.

     

    “Commitment Schedule” means the
Commitment Schedule attached hereto.

     

    “Consolidated Cash Interest
Expense” means, for any period, the amount by which:

     

    (a)           the
sum of (i) the interest expense (including imputed interest expense in respect
of Capital Lease Obligations) of the Borrower and its Subsidiaries for such
period, determined on a consolidated basis in accordance with GAAP, (ii) any
interest accrued during such period, in respect of Debt of the Borrower or any
Subsidiary, that is required under GAAP to be capitalized rather than included
in consolidated interest expense for such period and (iii) to the extent not
included in cash interest expense for such period pursuant to subclause (i) of
this clause (a), cash payments (if any) made during such period in respect of
obligations referred to in clause (b)(ii) below that were amortized or accrued
in a previous period, exceeds

     

    
      
         


      

      
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    (b)           the
sum of (i) to the extent included in such consolidated interest expense for such
period, non-cash amounts attributable to amortization of financing costs paid in
a previous period, (ii) to the extent included in such consolidated interest
expense for such period, non-cash amounts attributable to amortization of debt
discount or accrued interest payable in kind for such period and (iii) the
interest income of the Borrower and its Subsidiaries for such period, determined
on a consolidated basis in accordance with GAAP.

     

    “Consolidated
Debt”  means, at any date, the Debt of the Borrower and its
Subsidiaries at such date, determined on a consolidated basis in accordance with
GAAP.

     

    “Consolidated EBITDA” means,
for any period, net income (or net loss) (before discontinued operations) plus
the sum of (a) Consolidated Interest Expense, (b) income tax expense, (c)
depreciation expense, (d) amortization expense, (e) any non-cash losses or
expenses from any unusual, extraordinary or otherwise non-recurring items and
(f) aggregate foreign exchange losses, and minus (x) the sum of the amounts for
such period of any income tax benefits and any income or gains from any unusual,
extraordinary or otherwise non-recurring items, and (y) aggregate foreign
exchange gains; in each case determined on a consolidated basis for the Borrower
and its Subsidiaries in accordance with GAAP and in the case of items (a)
through (f) and items (x) through (y), to the extent such amounts were included
in the calculation of net income.  For the purpose of calculating
Consolidated EBITDA for any period, if during such period the Borrower or any
Subsidiary shall have made an acquisition or a disposition of an operating
business, Consolidated EBITDA for such period shall be calculated after giving
pro forma effect thereto as if such acquisition or disposition, as the case may
be, occurred on the first day of such period.

     

    “Consolidated Fixed Charges”
means, for any period, the sum of (a) Consolidated Cash Interest Expense
for such period, (b) the aggregate amount of scheduled principal payments
required to be made during the succeeding period of 12 consecutive months in
respect of Long-Term Debt of the Borrower and its Subsidiaries (except payments
required to be made by the Borrower or any Subsidiary to the Borrower or any
Subsidiary) and (c) Restricted Payments made in cash during such
period.

     

    “Consolidated Interest Expense”
means, for any period, the amount by which:

     

    
      
         


      

      
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    (a)           the
sum of (i) the interest expense (including imputed interest expense in respect
of Capital Lease Obligations) of the Borrower and its Subsidiaries for such
period, determined on a consolidated basis in accordance with GAAP, and (ii) any
interest accrued during such period, in respect of Debt of the Borrower or any
Subsidiary, that is required under GAAP to be capitalized rather than included
in consolidated interest expense for such period, exceeds

     

    (b)           the
interest income (not including foreign exchange gains and losses) of the
Borrower and its Subsidiaries for such period, determined on a consolidated
basis in accordance with GAAP.

     

    “Consolidated Net Tangible
Assets” means at any time, the aggregate amount of assets (less
applicable reserves and other properly deductible items) of the Borrower and its
consolidated Subsidiaries adjusted for inventories on the basis of cost (before
application of the “last-in first-out” method of determining cost) or current
market value, whichever is lower, and deducting therefrom (a) all current
liabilities of such corporation and its consolidated Subsidiaries except for (i)
notes and loans payable, (ii) current maturities of Long-Term Debt and (iii)
current maturities of obligations under capital leases and (b) all goodwill,
trade names, patents, unamortized debt discount and expenses of such corporation
and its consolidated Subsidiaries (to the extent included in said aggregate
amount of assets) and other intangibles, all as set forth in the most recent
consolidated balance sheet of the Borrower and its consolidated Subsidiaries
delivered to the Administrative Agent, computed and consolidated in accordance
with GAAP.

     

    “Control” means possession,
directly or indirectly, of the power to direct or cause the direction of the
management or policies of a Person, whether through the ownership of voting
securities, by contract or otherwise.  “Controlling” and “Controlled” have meanings
correlative thereto.

     

    “Credit
Exposure”  means, with respect to any Lender at any time, (i)
the amount of its Commitment if in existence at such time or (ii) the sum of the
aggregate outstanding principal amount of its Loans and the amount of its LC
Exposure at such time if its Commitment is not then in existence.

     

    “Credit Parties” means the
Borrower and the Subsidiary Guarantors.

     

    “Debt” of any Person means,
without duplication:

     

    (a)           all
obligations of such Person for borrowed money or with respect to deposits or
advances of any kind (other than unspent cash deposits held in escrow by or in
favor of such Person, or in a segregated deposit account controlled by such
Person, in each case in the ordinary course of business to secure the
performance obligations of, or damages owing from, one or more third
parties),

     

    
      
         


      

      
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    (b)           all
obligations of such Person evidenced by bonds, debentures, notes or similar
instruments,

     

    (c)           all
obligations of such Person on which interest charges are customarily paid (other
than obligations where interest is levied only on late or past due
amounts),

     

    (d)           all
obligations of such Person under conditional sale or other title retention
agreements relating to property acquired by such Person,

     

    (e)           all
obligations of such Person in respect of the deferred purchase price of property
or services (excluding current accounts payable incurred in the ordinary course
of business),

     

    (f)           all
Debt of others secured by (or for which the holder of such Debt has an existing
right, contingent or otherwise, to be secured by) any Lien on property owned or
acquired by such Person, whether or not the Debt secured thereby has been
assumed,

     

    (g)           all
Guarantees by such Person of Debt of others,

     

    (h)           all
Capital Lease Obligations of such Person,

     

    (i)           all
unpaid obligations, contingent or otherwise, of such Person as an account party
in respect of letters of credit and letters of guaranty (other than cash
collateralized letters of credit to secure the performance of workers’
compensation, unemployment insurance, other social security laws or regulations,
bids, trade contracts, leases, environmental and other statutory obligations,
surety and appeal bonds, performance bonds and other obligations of a like
nature, in each case, obtained in the ordinary course of business),

     

    (j)           all
capital stock of such Person which is required to be redeemed or is redeemable
at the option of the holder if certain events or conditions occur or exist or
otherwise,

     

    (k)           the
aggregate amount advanced by buyers or lenders with respect to all Permitted
Receivables Financings, net of repayments or recoveries through liquidation of
the assets transferred pursuant to such Permitted Receivables Financing,
and

     

    
      
         


      

      
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    (l)           all
obligations, contingent or otherwise, of such Person in respect of bankers’
acceptances.

     

    The Debt
of any Person shall include the Debt of any other entity (including any
partnership in which such Person is a general partner) to the extent that such
Person is liable therefor as a result of such Person’s ownership interest in or
other relationship with such entity, except (a) to the extent that contractual
provisions binding on the holder of such Debt provide that such Person is not
liable therefor, and (b) in the case of general partnerships where the interest
is held by a Subsidiary with no other significant assets.

     

    Notwithstanding
the foregoing, the term “Debt” will exclude obligations that are no longer
outstanding under the applicable indenture or instruments therefor.

     

    Notwithstanding
the foregoing, in connection with the purchase by the Borrower or any Subsidiary
of any business, the term “Debt” will exclude post-closing payment adjustments
to which the seller may become entitled to the extent such payment is determined
by a final closing; provided that, at the time of
closing, the amount of any such payment is not determinable and, to the extent
such payment thereafter becomes fixed and determined, the amount is paid when
due.

     

    “Default” means any event or
condition which constitutes an Event of Default or which upon notice, lapse of
time or both would, unless cured or waived, become an Event of
Default.

     

    “Defaulting Lender” means any
Lender that (a)(i) has not made available to the Administrative Agent such
Lender’s ratable portion of a requested borrowing within three Business Days
after the date due therefor in accordance with Section 2.04, unless the subject
of a good faith dispute or (ii) has not reimbursed the LC Issuing Bank for
such Lender’s pro rata
share of the amount of a payment made by such LC Issuing Bank under a Letter of
Credit, within three Business Days after the date due therefor in accordance
with Section 2.16; (b) has notified the Borrower or the Administrative Agent
that it does not intend to comply with its obligations under Section 2.04 or
Section 2.16; or (c) is the subject of a bankruptcy, insolvency or similar
proceeding.  For the avoidance of doubt, a Lender that participates in
a government support program will not be considered to be the subject of a
proceeding of the type described in clause (c) of this definition solely by
reason of its participation in such government support program.

     

    “Derivative Obligations” has
the meaning specified in Section 1 of the Borrower Security
Agreement.

     

    
      
         


      

      
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    “Designated Lender” means, with
respect to any Designating Lender, an Eligible Designee designated by it
pursuant to Section 9.05(a) as a Designated Lender for purposes of this
Agreement.

     

    “Designating Lender” means,
with respect to each Designated Lender, the Lender that designated such
Designated Lender pursuant to Section 9.05(a).

     

    “Dilution Reserve” means a
reserve amount to be determined by the Collateral Agent in its Permitted
Discretion upon the completion of collateral review field work to be performed
subsequent to the termination of the Effective Date Receivables
Financing.

     

    “Documentation Agent” means
each of PNC Bank, National Association and The Bank of Nova Scotia in its
capacity as documentation agent in respect of this Agreement.

     

    “dollars” or “$” refers to lawful money of
the United States.

     

    “Domestic Lending Office”
means, as to each Lender, its office, branch or affiliate located at its address
set forth in its Administrative Questionnaire (or identified in its
Administrative Questionnaire as its Domestic Lending Office) or such other
office, branch or affiliate as such Lender may hereafter designate as its
Domestic Lending Office by notice to the Borrower and the Administrative
Agent.

     

    “Domestic Subsidiary” means
each Subsidiary that is not a Foreign Subsidiary.

     

    “Downgraded Lender” means any
Lender that (a) has a rating that is not an Investment Grade Rating from
Moody’s, S&P or an investment grade rating from another nationally
recognized rating agency or (b) is a Subsidiary of a Person that is the subject
of a bankruptcy, insolvency or similar proceeding.  For the avoidance
of doubt, a Lender that is not rated by Moody’s, S&P or another nationally
recognized rating agency shall not constitute a Downgraded Lender.

     

    “Effective Date” means the date
on which each of the conditions specified in Section 4.01 is satisfied (or
waived in accordance with Section 9.02).

     

    “Effective Date Receivables
Financing” means the Permitted Receivables Financing of the Borrower that
is in effect on the Effective Date, as amended, supplemented, modified or
replaced from time to time (subject to Section 5.11 hereof), and as such
receivables financing may be renewed, extended, rolled over or replaced on
substantially the same terms as are in effect on the Effective
Date.

     

    
      
         


      

      
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    “Eligible Designee” means a
special purpose corporation that (i) is organized under the laws of the United
States or any state thereof, (ii) is engaged in making, purchasing or otherwise
investing in commercial loans in the ordinary course of its business and (iii)
issues (or the parent of which issues) commercial paper rated at least A-1 or
the equivalent thereof by S&P or P-1 or the equivalent thereof by
Moody’s.

     

    “Eligible Finished Goods
Inventory” means all Finished Goods Inventory that is Eligible
Inventory.

     

    “Eligible Inventory” means at
any date of determination thereof, the aggregate value (as reflected on the
plant level records of the Borrower or any other Credit Party and consistent
with the Borrower’s or such other Credit Party’s current and historical
accounting practices whereby manufactured items are valued at pre-determined
costs and purchased items are valued at rolling average actual cost) at such
date of all Qualified Inventory owned by any Credit Party and located in any
jurisdiction in the United States of America, as to which Qualified Inventory
appropriate UCC financing statements have been filed naming such Credit Party as
“debtor” and JPMorgan Chase Bank, N.A. as Collateral Agent, as “secured party”
(or in the case of any Credit Party organized outside of the United States of
America, located in any jurisdiction as to which arrangements reasonably
satisfactory to the Collateral Agent have been made to ensure the perfection of
the Lenders’ security interest in such Qualified Inventory) adjusted on any date
of determination to exclude, without duplication, all Qualified Inventory that
is Ineligible Inventory, minus all Valuation Reserves.

     

    “Eligible Raw Materials
Inventory” means all Raw Materials Inventory that is Eligible
Inventory.

     

    “Eligible Receivables” means at
any date of determination thereof, the aggregate value (determined on a basis
consistent with GAAP and the Borrower’s or any other Credit Party’s then current
and historical accounting practices) of all Qualified Receivables of the
Borrower or any other Credit Party, net of (x) any amounts in respect of sales,
excise or similar taxes included in such Receivables and (y) returns, discounts,
claims, credits and allowances of any nature at any time issued, owing, granted,
outstanding available or claimed (calculated without duplication of deductions
taken pursuant to the exclusion of Ineligible Receivables), adjusted on any date
of determination to exclude, without duplication, all Qualified Receivables that
are Ineligible Receivables.

     

    “Eligible Semi-Finished Goods and
Scrap Inventory” means all Semi-Finished Goods and Scrap Inventory that
is Eligible Inventory.

     

    
      
         


      

      
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    “Environmental Laws” means all
laws, rules, regulations, codes, ordinances, orders, decrees, judgments,
injunctions, notices or binding agreements issued, promulgated or entered into
by any Governmental Authority, relating in any way to the environment, the
preservation or reclamation of natural resources, the management, release or
threatened release of any Hazardous Material or the effects of the environment
on health and safety.

     

    “Equity Interests” means (i)
shares of capital stock, partnership interests, membership interests in a
limited liability company, beneficial interests in a trust or other equity
ownership interests in a Person or (ii) any warrants, options or other rights to
acquire such shares or interests.

     

    “ERISA” means the Employee
Retirement Income Security Act of 1974, as amended from time to
time.

     

    “ERISA Affiliate” means any
trade or business (whether or not incorporated) that, together with the Borrower
or any Subsidiary, is treated as a single employer under Section 414(b) or (c)
of the Internal Revenue Code or, solely for purposes of Section 302 of ERISA and
Section 412 of the Internal Revenue Code, is treated as a single employer under
Section 414 of the Internal Revenue Code.

     

    “ERISA Event” means (a) any
“reportable event”, as defined in Section 4043 of ERISA or the regulations
issued thereunder with respect to a Plan (except an event for which the 30-day
notice period is waived); (b) failure to satisfy the applicable minimum funding
standard under Section 412 of the Internal Revenue Code or Section 302 of ERISA
with respect to any Plan, whether or not waived; (c) the filing pursuant to
Section 412(c) of the Internal Revenue Code or Section 302(c) of ERISA of an
application for a waiver of the minimum funding standard with respect to any
Plan; (d) the incurrence by the Borrower or any ERISA Affiliate of any liability
under Title IV of ERISA with respect to the termination of any Plan; (e) the
receipt by the Borrower or any ERISA Affiliate from the PBGC or a plan
administrator of any notice relating to an intention to terminate any Plan or
Plans or to appoint a trustee to administer any Plan; (f) the incurrence by the
Borrower or any ERISA Affiliate of any liability with respect to withdrawal or
partial withdrawal from any Plan or Multiemployer Plan; or (g) the receipt by
the Borrower or any ERISA Affiliate of any notice, concerning the imposition of
Withdrawal Liability or a determination that a Multiemployer Plan is, or is
expected to be, insolvent or in reorganization, within the meaning of Title IV
of ERISA.

     

    “Eurodollar Lending Office”
means, as to each Lender, its office, branch or affiliate located at its address
set forth in its Administrative Questionnaire (or identified in its
Administrative Questionnaire as its Eurodollar Lending Office) or such other
office, branch or affiliate of such Lender as it may hereafter designate as its
Eurodollar Lending Office by notice to the Borrower and the Administrative
Agent.

     

    
      
         


      

      
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    “Eurodollar Loan” means a Loan
that bears interest at a Eurodollar Rate pursuant to the applicable Notice of
Borrowing or Notice of Interest Rate Election.

     

    “Eurodollar Rate” means a rate
of interest determined pursuant to Section 2.06(b) on the basis of an Adjusted
LIBO Rate.

     

    “Events of Default” has the
meaning specified in Article 7.

     

    “Exchange Act” means the
Securities Exchange Act of 1934, as amended from time to time.

     

    “Excluded Taxes” means, with
respect to any Lender Party or other recipient of a payment made by or on
account of any obligation of the Borrower hereunder:

     

    (a)           income
or franchise taxes imposed on (or measured by) its net income, receipts, capital
or net worth by the United States (or any jurisdiction within the United States,
except to the extent that such jurisdiction within the United States imposes
such taxes solely in connection with such Lender Party’s enforcement of its
rights or exercise of its remedies under the Loan Documents), or by the
jurisdiction under the laws of which such recipient is organized or in which its
principal office is located or, in the case of any Lender, in which its
Applicable Lending Office is located;

     

    (b)           any
branch profits taxes imposed by the United States or any similar tax imposed by
any other jurisdiction described in clause (a); and

     

    (c)           in
the case of a Foreign Lender, any withholding tax that (i) is in effect and
would apply to amounts payable to such Foreign Lender at the time such Foreign
Lender becomes a party to this Agreement or designates a new lending office or
(ii) is attributable to such Foreign Lender’s failure to comply with Section
2.22(e).

     

    Notwithstanding
the foregoing, a withholding tax will not be an “Excluded Tax” to the extent
that (A) it is imposed on amounts payable to a Foreign Lender by reason of an
Assignment made to such Foreign Lender at the Borrower’s request pursuant to
Section 2.19, (B) it is imposed on amounts payable to a Foreign Lender by reason
of any other assignment and does not exceed the amount for which the assignor
would have been indemnified pursuant to Section 2.22(a) or (C) in the case of
designation of a new lending office, it does not exceed the amount for which
such Foreign Lender would have been indemnified if it had not designated a new
lending office.

     

    
      
         


      

      
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    “Existing Credit Agreement” has
the meaning set forth in the first recital of this Agreement.

     

    “Existing Letters of Credit”
means the letters of credit issued prior to the Effective Date pursuant to the
Existing Credit Agreement, as identified on Schedule 2.16.

     

    “Facility Availability” means,
at any time, an amount equal to (i) the lesser of (x) the aggregate amount of
the Lenders’ Commitments at such time and (y) the Borrowing Base, at such time,
less (ii) the Total
Outstanding Amount at such time.

     

    “Federal Funds Rate” means, for
any day, the rate per annum (rounded upward, if necessary, to the nearest
1/100th of 1%) equal to the weighted average of the rates on overnight Federal
funds transactions with members of the Federal Reserve System arranged by
Federal funds brokers on such day, as published by the Federal Reserve Bank of
New York on the Business Day next succeeding such day; provided that (i) if such day
is not a Business Day, the Federal Funds Rate for such day shall be such rate on
such transactions on the next preceding Business Day as so published on the next
succeeding Business Day, and (ii) if no such rate is so published on such next
succeeding Business Day, the Federal Funds Rate for such day shall be the
average rate quoted to JPMorgan Chase Bank, N.A. on such day on such
transactions as determined by the Administrative Agent.

     

    “Federal Reserve Board” means
the Board of Governors of the Federal Reserve System of the United
States.

     

    “Financial Officer” means the
chief financial officer, treasurer, any assistant treasurer, the controller or
any assistant controller of the Borrower.

     

    “Financing Transactions” means
the execution, delivery and performance by the Borrower of the Loan Documents,
the borrowing of Loans, the use of the proceeds thereof and the issuance of
Letters of Credit hereunder, and the creation of Liens pursuant to the Security
Documents.

     

    “Finished Goods Inventory”
means finished goods to be sold by a Credit Party in the ordinary course of
business, including plates, finished tubes, tin plates and finished sheets, but
excluding Semi-Finished Goods and Scrap Inventory and Raw Materials
Inventory.

     

    “Fiscal Quarter” means a fiscal
quarter of the Borrower.

     

    “Fiscal Year” means a fiscal
year of the Borrower.

     

    
      
         


      

      
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    “Fixed Charge Coverage Ratio”
means the ratio of (a) (i) Consolidated EBITDA less (ii) the sum of (A) any
Capital Expenditure during such period (excluding any such Capital Expenditure
to the extent made with proceeds of (x) insurance covering such capital
asset, (y) any taking under the power of eminent domain or by condemnation
or similar proceeding of such capital asset or (z) Capital Lease
Obligations incurred to make such Capital Expenditure or other Debt (other than
revolving Debt) incurred to make such Capital Expenditure and secured by a Lien on such
capital asset) and
(B) income tax expense of the Borrower and its Subsidiaries paid in cash during
such period to (b)
Consolidated Fixed Charges, in each case for the period of the most recent four
consecutive Fiscal Quarters for which financial statements have been delivered
pursuant to Section 5.01, taken as one accounting period.  If during
such period of four consecutive Fiscal Quarters, the Borrower or any Subsidiary
shall have made an acquisition or a disposition of an operating business, the
Fixed Charge Coverage Ratio for such period shall be calculated after giving pro
forma effect thereto as if such acquisition or disposition, as the case may be,
occurred on the first day of such period.

     

    “Foreign Lender” means any
Lender that is organized under the laws of a jurisdiction outside the United
States.

     

    “Foreign Subsidiary” means a
Subsidiary (which may be a corporation, limited liability company, partnership
or other legal entity) organized under the laws of a jurisdiction outside the
United States, and conducting substantially all its operations outside the
United States.

     

    “GAAP” means generally accepted
accounting principles as in effect from time to time in the United States,
applied on a basis consistent (except for changes concurred in by the Borrower’s
independent public accountants) with the most recent audited consolidated
financial statements of the Borrower and its consolidated Subsidiaries delivered
to the Lenders.

     

    “Governmental Authority” means
the government of the United States, any other nation or any political
subdivision thereof, whether state or local, and any agency, authority,
instrumentality, regulatory body, court, central bank or other entity exercising
executive, legislative, judicial, taxing, regulatory or administrative powers or
functions of or pertaining to government.

     

    “Group of Loans” or “Group” means, at any time, a
group of Loans consisting of (i) all Loans which are Base Rate Loans at such
time and (ii) all Eurodollar Loans having the same Interest Period at such
time.

     

    
      
         


      

      
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    “Guarantee” by any Person (the
“guarantor”) means any
obligation, contingent or otherwise, of the guarantor guaranteeing or having the
economic effect of guaranteeing any Debt of any other Person (the “primary obligor”) in any
manner, whether directly or indirectly, and including any obligation of the
guarantor, direct or indirect, (a) to purchase or pay (or advance or supply
funds for the purchase or payment of) such Debt, (b) to purchase or lease
property, securities or services for the purpose of assuring the owner of such
Debt, (c) to maintain working capital, equity capital or any other financial
statement condition or liquidity of the primary obligor so as to enable the
primary obligor to pay such Debt or (d) as an account party in respect of any
letter of credit or letter of guaranty issued to support such Debt; provided that the term
“Guarantee” shall not include endorsements for collection or deposit in the
ordinary course of business.

     

    “Hazardous Materials” means all
explosive or radioactive substances or wastes and all hazardous or toxic
substances, wastes or other pollutants, including petroleum or petroleum
distillates, asbestos or asbestos-containing materials, polychlorinated
biphenyls, radon gas, infectious or medical wastes and all other substances or
wastes of any nature regulated pursuant to any Environmental Law.

     

    “Hedging Agreement” means any
interest rate protection agreement, foreign currency exchange agreement,
commodity price protection agreement or other interest rate, currency exchange
rate or commodity price hedging arrangement.

     

    “Indemnified Taxes” means all
Taxes except Excluded Taxes.

     

    “Industrial Revenue Bond
Obligations” means an obligation to a state or local government unit that
secures the payment of bonds issued by a state or local government unit or any
Debt incurred to refinance, in whole or in part, such obligations.

     

    “Ineligible Inventory” means
all Qualified Inventory described in one or more of the following clauses,
without duplication:

     

    (a)           Qualified
Inventory that is not subject to a perfected first priority Lien in favor of the
Collateral Agent or that is subject to any Lien other than the Liens permitted
pursuant to Section 6.01; or

     

    
      
         


      

      
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    (b)           Qualified
Inventory that is not located at or in transit to property that is either owned
or leased by any Credit Party;
provided that any Qualified Inventory located at or in transit to
property that is leased by the Borrower shall be deemed “Ineligible Inventory”
pursuant to this clause (b) unless such Credit Party shall have delivered to the
Collateral Agent a Collateral Access Agreement (or, if applicable, a landlord
waiver in form and substance satisfactory to the Collateral Agent) with respect
to such leased location; and provided further that any
Qualified Inventory located at or in transit to a Third-Party Location shall not
be deemed “Ineligible Inventory” pursuant to this clause (b) on any date of
determination if (w) the value of such Qualified Inventory on such date of
determination (as reflected on the plant level records of such Credit Party and
consistent with such Credit Party’s current and historical accounting practices
whereby manufactured items are valued at pre-determined costs and purchased
items are valued at rolling average actual cost) is greater than $500,000, (x)
such Credit Party shall have delivered to the Collateral Agent a Collateral
Access Agreement with respect to such Third-Party Location, (y) the aggregate
number of Third-Party Locations designated by such Credit Party as eligible
locations in respect of which Qualified Inventory shall be excluded from
“Ineligible Inventory” in reliance on this clause  (b) does not exceed
100 on such date of determination and (z) in the case of any Third Party
Location owned or leased by a Borrower Joint Venture, the terms of the joint
venture arrangements in respect of such Borrower Joint Venture are satisfactory
to the Collateral Agent and the Lenders; or

     

    (c)           Qualified
Inventory that is on consignment and Qualified Inventory subject to a negotiable
document of title (as defined in the Uniform Commercial Code as in effect from
time to time in the State of New York); or

     

    (d)           Qualified
Inventory located on the premises of customers or vendors (other than Outside
Processors); or

     

    (e)           Qualified
Inventory comprised of Finished Goods Inventory and Semi-Finished Goods and
Scrap Inventory that has been written down pursuant to any Credit Party’s
existing accounting procedures (as such existing accounting procedures are set
forth in Schedule 1.01 hereto); provided that the scrap value
of such Qualified Inventory will be included in the calculation of “Eligible
Inventory”; or

     

    (f)           Qualified
Inventory that consists of maintenance spare parts; or

     

    (g)           Qualified
Inventory that is classified as supplies, and sundry in any Credit Party’s
historical and current accounting records, including, but not limited to, fuel
oil, coal chemicals, metal products, miscellaneous, non-LIFO inventory, store
supplies, cleaning mixtures, lubricants and the like; or

     

    (h)           Qualified
Inventory that is billed not shipped Inventory; or

     

    
      
         


      

      
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    (i)           Qualified
Inventory considered non-conforming, which shall mean, on any date, all
inventory classified as “non-prime” or “seconds” or other “off-spec” Inventory,
to the extent that such Qualified Inventory exceeds 3% of Total Qualified
Inventory; provided
that the scrap value of such Qualified Inventory shall be included in the
calculation of Eligible Inventory.  For purposes of this clause (i),
“Total Qualified Inventory” means all Raw Materials Inventory, Finished Goods
Inventory and Semi-Finished Goods and Scrap Inventory; or

     

    (j)           Qualified
Inventory that is not located in the United States other than Qualified
Inventory located in any jurisdiction as to which arrangements reasonably
satisfactory to the Collateral Agent have been made to ensure the perfection of
the Lenders’ security interest in such Qualified Inventory; or

     

    (k)           Qualified
Inventory that is not owned solely by a Credit Party, or as to which a Credit
Party does not have good, valid and marketable title thereto; or

     

    (l)           intercompany
profit included in the value of Qualified Inventory; or

     

    (m)           Qualified
Inventory that consists of scale, slag and other by-products; or

     

    (n)           Qualified
Inventory that consists of raw materials other than iron ore, coke, coal, scrap,
limestone, other alloys and fluxes; or

     

    (o)           Qualified
Inventory that does not otherwise conform to the representations and warranties
contained in this Agreement or the other Loan Documents; or

     

    (p)           depreciation
included in the value of Qualified Inventory; or

     

    (q)           non-production
costs included in the value of Qualified Inventory;

     

    (r)           slabs
that are more than two months old and other semi-finished and finished goods
that are more than eight months old; provided that the scrap value
of such inventory shall be included in the calculation of Eligible Inventory;
or

     

    (s)           such
other Qualified Inventory as may be deemed ineligible by the Collateral Agent
from time to time in its Permitted Discretion.

     

    
      
         


      

      
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    “Ineligible Receivables” shall
be determined by the Collateral Agent in its Permitted Discretion upon the
completion of collateral review field work to be performed subsequent to the
termination of the Effective Date Receivables Financing and shall include such
ineligibles based on traditional asset based lending concepts, and any other
ineligibles as may be deemed appropriate by the Collateral Agent in its
Permitted Discretion.

     

    “Intercreditor Agreement” means
the Intercreditor Agreement dated as of June 12, 2009 by and among PNC Bank,
National Association, as funding agent, The Bank of Nova Scotia, as funding
agent and as receivables collateral agent, J.P. Morgan Chase Bank, as collateral
agent, U.S. Steel Receivables LLC, as transferor, and United States Steel
Corporation, as originator, as initial servicer and as borrower, in form and
substance reasonably satisfactory to the Administrative Agent and the Collateral
Agent.

     

    “Interest Coverage Ratio”
means, the ratio of (a) Consolidated EBITDA to (b) Consolidated Interest
Expense, in each case for the period of the most recent four consecutive Fiscal
Quarters for which financial statements have been delivered pursuant to Section
5.01, taken as one accounting period.  If during such period of four
consecutive Fiscal Quarters, the Borrower or any Subsidiary shall have made an
acquisition or a disposition of an operating business, the Interest Coverage
Ratio for such period shall be calculated after giving pro forma effect thereto
as if such acquisition or disposition, as the case may be, occurred on the first
day of such period.

     

    “Interest Period” means, with
respect to each Eurodollar Loan, the period commencing on the date of borrowing
specified in the applicable Notice of Borrowing or on the date specified in the
applicable Notice of Interest Rate Election and ending one, two, three or six
months thereafter, as the Borrower may elect in such notice; provided that:

     

    (a)           any
Interest Period which would otherwise end on a day which is not a Business Day
shall be extended to the next succeeding Business Day unless such Business Day
falls in another calendar month, in which case such Interest Period shall end on
the next preceding Business Day;

     

    (b)           any
Interest Period which begins on the last Business Day of a calendar month (or on
a day for which there is no numerically corresponding day in the calendar month
at the end of such Interest Period) shall end on the last Business Day of a
calendar month; and

     

    (c)           no
Interest Period may end after the Termination Date.

     

    “Internal Revenue Code” means
the Internal Revenue Code of 1986, as amended from time to time.

     

    
      
         


      

      
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    “Inventory” has the meaning set
forth in Article 9 of the Uniform Commercial Code as in effect from time to time
in the State of New York.

     

    “Investment Grade Rating” means
a rating equal to or higher than Baa3 (or the equivalent) by Moody’s and BBB-
(or the equivalent) by S&P.

     

    “LC Disbursement” means a
payment made by the LC Issuing Bank in respect of a drawing under a Letter of
Credit.

     

    “LC Exposure” means, at any
time, the sum of (a) the aggregate undrawn amount of all Letters of Credit
outstanding at such time plus (b) the aggregate amount of all LC Disbursements
that have not yet been reimbursed by or on behalf of the Borrower at such
time.  The LC Exposure of any Revolving Lender at any time will be its
Percentage of the total LC Exposure at such time.

     

    “LC Issuing Bank” means
JPMorgan Chase Bank and any other Lender acceptable to the Administrative Agent
and the Borrower that may agree in its sole discretion to issue letters of
credit hereunder, in each case in its capacity as an issuer of a Letter of
Credit, and their respective successors in such capacity as provided in Section
2.16(i).  The LC Issuing Bank may, in its discretion, arrange for one
or more Letters of Credit to be issued by its Affiliates, in which case the term
“LC Issuing Bank” shall include each such Affiliate with respect to Letters of
Credit issued by it.

     

    “LC Reimbursement Obligations”
means, at any time, all obligations of the Borrower to reimburse the LC Issuing
Bank for amounts paid by it in respect of drawings under Letters of Credit,
including any portion of such obligations to which Lenders have become
subrogated by making payments to the LC Issuing Bank pursuant to Section
2.16(e).

     

    “Lender Affiliate” means, with
respect to any Lender, (i) an Affiliate of such Lender or (ii) any entity (other
than a natural person) that is engaged in making, purchasing, holding or
otherwise investing in bank loans and similar extensions of credit in the
ordinary course of its business and is administered or managed by (a) such
Lender, (b) an Affiliate of such Lender or (c) an entity or an Affiliate of an
entity that administers or manages such Lender.

     

    “Lender Parties” means the
Lenders, the LC Issuing Bank and the Agents.

     

    “Lenders” means the Persons
listed on the Commitment Schedule and any other Person that shall have become a
party hereto pursuant to an Assignment, other than any such Person that ceases
to be a party hereto pursuant to an Assignment.  Unless the context
requires otherwise, the term “Lenders” includes the LC Issuing
Bank.

     

    
      
         


      

      
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    “Letter of Credit” means any
letter of credit issued pursuant to this Agreement.

     

    “Leverage Ratio” means, at any
date, the ratio of (a) Consolidated Debt at such date to (b) Consolidated EBITDA
for the period of the most recent four consecutive Fiscal Quarters for which
financial statements have been prepared, taken as one accounting
period.

     

    “Lien” means, with respect to
any asset, (a) any mortgage, deed of trust, lien, pledge, hypothecation,
encumbrance, charge or security interest in, on or of such asset, (b) the
interest of a vendor or a lessor under any conditional sale agreement, capital
lease or title retention agreement (or any financing lease having substantially
the same economic effect as any of the foregoing) relating to such asset and (c)
in the case of securities, any purchase option, call or similar right of a third
party with respect to such securities.

     

    “Loan” means a loan made by a
Lender pursuant to Section 2.01; provided that, if any such
loan or loans (or portions thereof) are combined or subdivided pursuant to a
Notice of Interest Rate Election, the term “Loan” shall refer to the
combined principal amount resulting from such combination or to each of the
separate principal amounts resulting from such subdivision, as the case may
be.

     

    “Loan Documents” means this
Agreement, any promissory note issued by the Borrower pursuant to Section
2.17(d), the Security Documents and each Subsidiary Guarantee
Agreement.

     

    “London Interbank Offered Rate”
has the meaning set forth in Section 2.06(b).

     

    “Long-Term Debt” means any Debt
that, in accordance with GAAP, constitutes (or, when incurred, constituted) a
long-term liability.

     

    “Mark-to-Market” has the
meaning specified in the Borrower Security Agreement.

     

    “Material Adverse Change” means
any event, development or circumstance that has had or would reasonably be
expected to have a material adverse effect on (a) the business, operations or
financial condition of the Borrower and its Subsidiaries taken as a whole or (b)
the validity or enforceability of any of the Loan Documents or the rights or
remedies of the Administrative Agent and the Lenders thereunder.

     

    
      
         


      

      
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    “Material Debt” means Debt
(other than (i) obligations in respect of the Loans and Letters of Credit
and (ii) Debt owed by the Borrower or one of its Subsidiaries solely to the
Borrower or another Subsidiary of the Borrower), or obligations in respect of
one or more Hedging Agreements, of any one or more of the Borrower and its
Subsidiaries in an aggregate principal amount exceeding
$100,000,000.  For purposes of determining Material Debt, the
“principal amount” of the obligations of the Borrower or any Subsidiary in
respect of any Hedging Agreement at any time will be the maximum aggregate
amount (after giving effect to any enforceable netting agreements) that the
Borrower or such Subsidiary would be required to pay if such Hedging Agreement
were terminated at such time in circumstances in which the Borrower or such
Subsidiary was the defaulting party.

     

    “Maximum Facility Availability”
means, (i) at any date before the Borrowing Base Effective Date, the
aggregate amount of the Lenders’ Commitments on such date and (ii) at any
date on and after the Borrowing Base Effective Date, an amount equal to the
lesser of (x) the aggregate amount of the Lenders’ Commitments on such date
and (y) the Borrowing Base on such date.

     

    “Moody’s” means Moody’s
Investors Service, Inc.

     

    “Multiemployer Plan” means a
multiemployer plan as defined in Section 4001(a)(3) of ERISA.

     

    “Notice of Borrowing” has the
meaning set forth in Section 2.02.

     

    “Notice of Interest Rate
Election” has the meaning set forth in Section 2.07.

     

    “Other Taxes” means any and all
present or future recording, stamp, documentary, excise, transfer, sales,
property or similar taxes, charges or levies arising from any payment made under
any Loan Document or from the execution, delivery or enforcement of, or
otherwise with respect to, any Loan Document.

     

    “Outside Processor” means any
Person that provides processing services with respect to Qualified Inventory
owned by a Credit Party and on whose premises Qualified Inventory is located,
which premises are neither owned nor leased by such Credit Party.

     

    “Participants” has the meaning
specified in Section 9.04(e).

     

    “PBGC” means the Pension
Benefit Guaranty Corporation referred to and defined in ERISA and any successor
entity performing similar functions.

     

    “Percentage” means, with
respect to any Lender, the percentage of the total Commitments represented by
such Lender’s Commitment.  If the Commitments have terminated or
expired, the Percentages will be determined based on the Commitments most
recently in effect, adjusted to give effect to any assignments.

     

    
      
         


      

      
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    “Perfection Certificate” means
a certificate in the form of Exhibit A to the applicable Security Agreement or
any other form approved by the Administrative Agent.

     

    “Permitted Discretion” means a
determination made in good faith and in the exercise of reasonable (from the
perspective of a secured asset-based lender) business judgment.

     

    “Permitted Liens”
means:

     

    (a)           Liens
imposed by law or regulation for taxes that are not yet due or are being
contested in good faith by appropriate proceedings;

     

    (b)           carriers’,
warehousemen’s, mechanics’, materialmen’s, repairmen’s, vendors’ and other like
Liens imposed by law, arising in the ordinary course of business and securing
obligations that are not overdue by more than 30 days or are being contested in
good faith by appropriate proceedings;

     

    (c)           pledges
and deposits made in the ordinary course of business in compliance with workers’
compensation, unemployment insurance and other social security laws or
regulations (including deposits made in the ordinary course of business to cash
collateralize letters of credit described in the parenthetical in clause (i) of
the definition of “Debt”);

     

    (d)           Liens
or deposits to secure the performance of bids, trade contracts, leases, Hedging
Agreements, statutory or regulatory obligations, surety and appeal bonds,
performance bonds and other obligations of a like nature, and Liens imposed by
statutory or common law relating to banker’s liens or rights of set-off or
similar rights relating to deposit accounts, in each case in the ordinary course
of business;

     

    (e)           Liens
arising in the ordinary course of business in favor of issuers of documentary
letters of credit;

     

    (f)           judgment
liens in respect of judgments that do not constitute an Event of Default under
clause (j) of Article 7; and

     

    (g)           easements,
zoning restrictions, rights-of-way, licenses, reservations, minor irregularities
of title and similar encumbrances on real property imposed by law or regulation
or arising in the ordinary course of business that do not secure any monetary
obligation and do not materially detract from the value of the affected property
for its current use or interfere with the ordinary conduct of business of the
Borrower or any Subsidiary;

     

    
      
         


      

      
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    provided that the term
“Permitted Liens” shall not include any Lien that secures Debt.

     

    “Permitted Receivables Financing” means
any receivables securitization program or other type of accounts receivable
financing transaction by the Borrower or any of its Subsidiaries, including, for
the avoidance of doubt, any receivables securitization program or other type of
accounts receivable financing transaction under the Auto Supplier Support
Program established by the United States Department of the Treasury; provided that substantially
all Debt incurred in connection therewith (other than Debt of a Special Purpose
Financing Subsidiary) arises from a transfer of accounts receivable which is
intended by the parties thereto to be treated as a sale.

     

    “Person” means any natural
person, corporation, limited liability company, trust, joint venture,
association, company, partnership, Governmental Authority or other
entity.

     

    “Plan” means any employee
pension benefit plan (except a Multiemployer Plan) subject to the provisions of
Title IV of ERISA or Section 412 of the Internal Revenue Code or Section 302 of
ERISA, and in respect of which the Borrower or any ERISA Affiliate is (or, if
such plan were terminated, would under Section 4069 of ERISA be deemed to be) a
“contributing sponsor” as defined in Section 4001(a)(13) of ERISA.

     

    “Prevailing Eastern Time” means
“eastern standard time” as defined in 15 USC §263 as modified by 15 USC
§260a.

     

    “Pricing Schedule” means the
Pricing Schedule attached hereto.

     

    “Prime Rate” means, for any
day, the rate of interest per annum then most recently publicly announced by
JPMorgan Chase Bank, N.A. as its prime rate in effect at its principal office in
New York City.  Each change in the Prime Rate will be effective for
purposes hereof from and including the date such change is publicly announced as
being effective.

     

    “Qualified Inventory” means all
Raw Materials Inventory, Semi-Finished Goods and Scrap Inventory and Finished
Goods Inventory held by a Credit Party in the normal course of business and
owned solely by such Credit Party (per plant level records whereby manufactured
items are valued at pre-determined costs and purchased items are valued at
rolling average actual cost).

     

    
      
         


      

      
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    “Qualified Receivables” means
all Receivables that are directly created by a Credit Party in the ordinary
course of business arising out of the sale of Inventory by such Credit Party,
which are at all times acceptable to the Collateral Agent in all respects in the
exercise of its reasonable judgment and the customary credit policies of the
Collateral Agent.

     

    “Quarterly Payment Dates” means
each March 31, June 30, September 30 and December 31.

     

    “Rating Agency” means each of
S&P and Moody’s.

     

    “Raw Materials Inventory” means
any raw materials used or consumed in the manufacture or production of other
inventory including, without limitation, iron ore and sinter, coke, coal,
limestone and other alloys and fluxes, but excluding steel scrap and iron scrap
(it being understood that steel scrap and iron scrap shall be included in
Inventory not constituting “Raw Materials”).

     

    “Receivables” means any account
or payment intangible (each as defined in the Uniform Commercial Code as in
effect from time to time in the State of New York) and any other right, title or
interest which, in accordance with GAAP, would be included in receivables on a
consolidated balance sheet of the Borrower.

     

    “Receivables Purchase Agreement” means the Second
Amended and Restated Receivables Purchase Agreement dated as of September 27,
2006 among U.S. Steel Receivables LLC, as seller, the Borrower, as initial
servicer and in its individual capacity, The Bank of Nova Scotia, as collateral
agent, the CP conduit purchasers, committed purchasers, funding agents and LC
banks, and the various other Persons from time to time party thereto, as
amended, supplemented or modified from time to time (subject to Section 5.11
hereof), entered into in connection with the Effective Date Receivables
Financing.

     

    “Register” has the meaning
specified in Section 9.04(c).

     

    “Regulation U” means Regulation
U of the Board of Governors of the Federal Reserve System, as in effect from
time to time.

     

    “Related Parties” means, with
respect to any specified Person, such Person’s Affiliates and the respective
directors, officers, employees, agents and advisors of such Person and its
Affiliates.

     

    “Required Lenders” means, at
any time, Lenders having more than 50% of the aggregate Credit Exposures at such
time.

     

    
      
         


      

      
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    “Restricted Payment” means any
dividend or other distribution (whether in cash, securities or other property)
with respect to any Equity Interest in the Borrower, or any payment (whether in
cash, securities or other property) or incurrence of an obligation by the
Borrower or any of its Subsidiaries, including any sinking fund or similar
deposit, on account of the purchase, redemption, retirement, acquisition,
cancellation or termination of any Equity Interest in the Borrower (including,
for this purpose, any payment in respect of any Equity Interest under a
Synthetic Purchase Agreement).

     

    “Revolving Credit Period” means
the period from and including the Effective Date to, but excluding, the
Termination Date.

     

    “S&P” means Standard &
Poor’s.

     

    “SEC” means the United States
Securities and Exchange Commission.

     

    “Secured Derivative
Obligations” has the meaning specified in Section 1 of the Borrower
Security Agreement.

     

    “Secured Obligations” has the
meaning specified in Section 1 of the Borrower Security Agreement.

     

    “Secured Parties” has the
meaning specified in Section 1 of the Borrower Security Agreement.

     

    “Security Agreement” means each
of the Borrower Security Agreement and each other security agreement between any
Subsidiary Guarantor and the Collateral Agent as required pursuant to the
Collateral and Guarantee Requirement, substantially in the form of Exhibit
C.

     

    “Security Documents” means each
Security Agreement, the Intercreditor Agreement and each other security
agreement, instrument or document executed and delivered pursuant to Section
5.10 to secure any of the Secured Obligations.

     

    “Semi-Finished Goods and Scrap
Inventory” means semi-finished goods produced by a Credit Party in the
ordinary course of business, including slabs, blooms, coiled strip, black plate,
sheets hot rolled and cold rolled, unfinished tubes, scrap and pig
iron.

     

    “Senior Debt Rating” means a
rating of the Borrower’s senior long-term debt that is not secured or supported
by a guarantee, letter of credit or other form of credit enhancement; provided that if a Senior
Debt Rating by a Rating Agency is required to be at or above a specified level
and such Rating Agency shall have changed its system of classifications after
the date hereof, the requirement will be met if the Senior Debt Rating by such
Rating Agency is at or above the new rating which most closely corresponds to
the specified level under the old rating system; and provided further that the
Senior Debt Rating in effect on any date is that in effect at the close of
business on such date.

     

    
      
         


      

      
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    “Significant Subsidiary” means
any Subsidiary Guarantor and any subsidiary of the Borrower, whether now or
hereafter owned, formed or acquired that, at the time of determination is a
“significant subsidiary” of the Borrower, as such term is defined on the date of
this Agreement in Regulation S-X of the SEC (a copy of which is attached as
Exhibit F).

     

    “Special Purpose Financing
Subsidiary” means a Subsidiary of the Borrower that is a special-purpose
company created and used solely for purposes of effecting a Permitted
Receivables Financing.

     

    “Specified Lender” means a
Defaulting Lender or a Downgraded Lender.

     

    “Statutory Reserve Adjustment”
means a fraction (expressed as a decimal), the numerator of which is the number
one and the denominator of which is the number one minus the aggregate of the
maximum reserve percentages (including any marginal, special, emergency or
supplemental reserves) expressed as a decimal established by the Federal Reserve
Board to which the Administrative Agent is subject with respect to eurocurrency
funding (currently referred to as “Eurocurrency Liabilities” in Regulation D of
the Federal Reserve Board).  Such reserve percentages will include
those imposed pursuant to such Regulation D.  Eurodollar Loans will be
deemed to constitute eurocurrency funding and to be subject to such reserve
requirements without benefit of or credit for proration, exemptions or offsets
that may be available from time to time to any Lender under such Regulation D or
any comparable regulation.  The Statutory Reserve Adjustment will be
adjusted automatically on and as of the effective date of any change in any
applicable reserve percentage.

     

    “Subsidiary” of a Person means
a corporation, partnership, joint venture, limited liability company or other
business entity of which a majority of the shares of securities or other
interests having ordinary voting power for the election of directors or other
governing body (other than securities or interests having such power only by
reason of the happening of a contingency) are at the time beneficially owned
directly, or indirectly through one or more intermediaries, or both, by such
Person.  Unless otherwise specified, all references herein to a
“Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of
the Borrower.  By way of clarification and not limitation,
consolidated Subsidiaries do not include variable interest entities—i.e.,
entities subject to consolidation according to the provisions of the Financial
Accounting Standards Board Interpretation No. 46 “Consolidation of Variable
Interest Entities” as revised.

     

    “Subsidiary Guarantee
Agreement” means a guarantee agreement substantially in the form of
Exhibit E hereto.

     

    
      
         


      

      
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    “Subsidiary Guarantor” means
any Subsidiary that the Borrower elects to cause to become a Subsidiary
Guarantor by fulfilling the Collateral and Guarantee Requirement unless such
Subsidiary Guarantor ceases to be a Subsidiary Guarantor pursuant to the terms
of its Subsidiary Guarantee Agreement and the Security Documents.

     

    “Syndication Agent” means each
of Bank of America, N.A. and Citizens Bank of Pennsylvania in its capacity as
syndication agent in respect of this Agreement.

     

    “Synthetic Purchase Agreement”
means any swap, derivative or other agreement or combination of agreements
pursuant to which the Borrower or a Subsidiary is or may become obligated to
make (i) any payment in connection with the purchase by any third party, from a
Person other than the Borrower or a Subsidiary, of any Equity Interest or (ii)
any payment (other than on account of a permitted purchase by it of any Equity
Interest) the amount of which is determined by reference to the price or value
at any time of any Equity Interest; provided that no phantom
stock or similar plan providing for payments only to current or former
directors, officers or employees of the Borrower or its Subsidiaries (or their
heirs or estates) will be deemed to be a Synthetic Purchase
Agreement.

     

    “Taxes” means any and all
present or future taxes, levies, imposts, duties, deductions, charges or
withholdings imposed by any Governmental Authority.

     

    “Termination Date” means May
11, 2012.

     

    “Third-Party Location” means
any property that is either owned or leased by (a) a Third-Party Warehouseman,
(b) an Outside Processor or (c) a Borrower Joint Venture.

     

    “Third-Party Warehouseman”
means any Person on whose premises Qualified Inventory is located, which
premises are neither owned nor leased by a Credit Party, any customer of or
vendor to a Credit Party, or an Outside Processor.

     

    “Total Outstanding Amount”
means, at any date, the sum of the aggregate outstanding principal amount of all
Loans plus the aggregate LC Exposures of all Lenders at such date.

     

    “Transaction Liens” means the
Liens on Collateral granted by the Borrower under the Security
Documents.

     

    “United States” means the
United States of America.

     

    “Valuation Reserves” means the
sum of the following:


    
      
         


      

      
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    (a)           a
favorable variance reserve for variances between pre-determined cost and actual
costs;

     

    (b)           a
calculated revaluation reserve, as determined by the Collateral Agent in its
Permitted Discretion;

     

    (c)           a
reserve for costs incurred at headquarters which are allocated to
Inventory;

     

    (d)           a
lower of cost or market reserve which includes all Inventory sold for less than
pre-determined cost as deemed appropriate by the Collateral Agent in its
Permitted Discretion;

     

    (e)           a
reserve for iron ore transportation costs, as determined by the Collateral Agent
in its Permitted Discretion; and

     

    (f)           such
other reserves as may be deemed appropriate by the Collateral Agent from time to
time in its Permitted Discretion.

     

    “Withdrawal Liability” means
liability to a Multiemployer Plan as a result of a complete or partial
withdrawal from such Multiemployer Plan, as such terms are defined in Part I of
Subtitle E of Title IV of ERISA.

     

    Section
1.02.  Types of
Borrowing.  The term “Borrowing” denotes (i) the aggregation of
Loans made or to be made to the Borrower pursuant to Article
2 on the same day, all of which Loans are of the same type and,
except in the case of Base Rate Loans, have the same initial Interest Period or
(ii) if the context so requires, the borrowing of such
Loans.  Borrowings are classified for purposes of this Agreement by
reference to the pricing of Loans comprising such Borrowing (e.g., a “Eurodollar
Borrowing” is a Borrowing comprised of Eurodollar Loans).

     

    Section
1.03.  Terms
Generally.  The definitions of terms herein (including those
incorporated by reference to another document) apply equally to the singular and
plural forms of the terms defined.  Whenever the context may require,
any pronoun includes the corresponding masculine, feminine and neuter
forms.  The words “include”, “includes” and “including” shall be deemed to
be followed by the phrase “without
limitation”.  The word “will” shall be construed to
have the same meaning and effect as the word “shall”.  Unless the
context requires otherwise, (a) any definition of or reference to any agreement,
instrument or other document herein shall be construed as referring to such
agreement, instrument or other document as from time to time amended,
supplemented or otherwise modified (subject to any restrictions on such
amendments, supplements or modifications set forth herein), (b) any reference
herein to any Person shall be construed to include such Person’s successors and
assigns, (c) the words “herein”, “hereof” and “hereunder”, and words of
similar import, shall be construed to refer to this Agreement in its entirety
and not to any particular provision hereof, (d) all references herein to
Articles, Sections, Exhibits and Schedules shall be construed to refer to
Articles and Sections of, and Exhibits and Schedules to, this Agreement and (e)
the word “property”
shall be construed to refer to any and all tangible and intangible assets and
properties, including cash, securities, accounts and contract
rights.


    
      
         


      

      
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    Section
1.04.  Accounting
Terms; Changes in GAAP.  Except as otherwise expressly provided
herein, all terms of an accounting or financial nature shall be construed in
accordance with GAAP as in effect from time to time; provided that, if the
Borrower notifies the Administrative Agent in writing that the Borrower wishes
to eliminate the effect of any change occurring after the date hereof in GAAP or
in the application thereof with respect to any provision hereof (or if the
Administrative Agent notifies the Borrower that the Required Lenders wish to
make a similar request), regardless of whether such notice is given before or
after such change in GAAP or in the application thereof, then such provision
shall be applied on the basis of GAAP as in effect and applied immediately
before such change shall have become effective until such notice shall have been
withdrawn or the applicable provision of this Agreement is amended in accordance
herewith.

     

    ARTICLE
2

    The
Credits

     

    Section
2.01.  Commitments
to Lend.  Each Lender severally agrees, on the terms and
conditions set forth in this Agreement, to make loans to the Borrower pursuant
to this Section from time to time during the Revolving Credit Period; provided that, immediately
after each such loan is made: (i) the sum of the aggregate outstanding principal
amount of such Lender’s Loans plus the aggregate amount of
such Lender’s LC Exposure shall not exceed its Commitment and (ii) the Total
Outstanding Amount shall not exceed the Maximum Facility
Availability.  Each Borrowing under this Section shall be in an
aggregate principal amount of $5,000,000 or any larger multiple of $1,000,000
(except that (x) any such Borrowing may be in the aggregate amount available
within the limitations in the foregoing proviso and (y) any Base Rate Borrowing
pursuant to Section
2.16(e) may be in the amount specified therein) and shall be made
from the several Lenders ratably in proportion to their respective
Commitments.  Within the foregoing limits, the Borrower may borrow
under this Section, repay, or to the extent permitted by Section
2.11, prepay Loans and reborrow under this Section
2.01.

     

    Section
2.02.  Notice of
Committed Borrowing.  The Borrower shall give the
Administrative Agent notice (a “Notice of Borrowing”) not
later than (x) Noon (Prevailing Eastern Time) on the date of each Base Rate
Borrowing and (y) 11:00 A.M. (Prevailing Eastern Time) on the third Business Day
before each Eurodollar Borrowing, specifying:


    
      
         


      

      
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    (a)        the
date of such Borrowing, which shall be a Business Day,

     

    (b)        the
aggregate amount of such Borrowing,

     

    (c)        whether
the Loans comprising such Borrowing are to be Base Rate Loans or Eurodollar
Loans, and

     

    (d)        in
the case of a Eurodollar Borrowing, the duration of the Interest Period
applicable thereto, subject to the provisions of the definition of Interest
Period.

     

    Section
2.03.  Reserved.

     

    Section
2.04.  Notice to
Lenders; Funding of Loans.  (a) Upon receipt of a
Notice of Borrowing, the Administrative Agent shall promptly notify each Lender
of the contents thereof and of such Lender’s share of such Borrowing and such
Notice of Borrowing shall not thereafter be revocable by the
Borrower.

     

    (b)        Not
later than 2:00 P.M. (Prevailing Eastern Time) on the date of each Borrowing,
each Lender shall (except as provided in subsection (c) of this Section) make
available its share of such Borrowing, in Federal or other funds immediately
available in New York City, to the Administrative Agent at its address referred
to in Section
9.01. Unless the Administrative Agent determines that any applicable
condition specified in Article
3 has not been satisfied, the Administrative Agent will make the
funds so received from the Lenders available to the Borrower at the
Administrative Agent’s aforesaid address.

     

    (c)        If
any Lender makes a new Loan hereunder on a day on which the Borrower is to repay
all or any part of an outstanding Loan from such Lender, such Lender shall apply
the proceeds of its new Loan to make such repayment and only an amount equal to
the difference (if any) between the amount being borrowed and the amount being
repaid shall be made available by such Lender to the Administrative Agent as
provided in subsection (b), or remitted by the Borrower to the Administrative
Agent as provided in Section
2.13, as the case may be.

     

    (d)        Unless
the Administrative Agent shall have received notice from a Lender prior to the
date of any Borrowing that such Lender will not make available to the
Administrative Agent such Lender’s share of such Borrowing, the Administrative
Agent may assume that such Lender has made such share available to the
Administrative Agent on the date of such Borrowing in accordance with
subsections (b) and
(c) of
this Section
2.04 and the Administrative Agent may, in reliance upon such
assumption, make available to the Borrower on such date a corresponding
amount.  If and to the extent that such Lender shall not have so made
such share available to the Administrative Agent, such Lender and the Borrower
severally agree to repay to the Administrative Agent forthwith on demand such
corresponding amount together with interest thereon, for each day from the date
such amount is made available to the Borrower until the date such amount is
repaid to the Administrative Agent, at (i) in the case of the Borrower, a rate
per annum equal to the higher of the Federal Funds Rate and the interest rate
applicable thereto pursuant to Section
2.07 or (ii) in the case of such Lender, the Federal Funds
Rate.  If such Lender shall repay to the Administrative Agent such
corresponding amount, such amount so repaid shall constitute such Lender’s Loan
included in such Borrowing for purposes of this Agreement.


    
      
         


      

      
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    Section
2.05.  Maturity of
Loans. Each Loan shall mature, and the principal amount thereof shall be
due and payable (together with accrued interest thereon), on the Termination
Date.

     

    Section
2.06.  Interest
Rates.  (a) Each Base Rate Loan
shall bear interest on the outstanding principal amount thereof, for each day
from the date such Loan is made until it becomes due, at a rate per annum equal
to the sum of the Applicable Rate for such day plus the Base Rate for such
day.  Such interest shall be payable quarterly in arrears on each
Quarterly Payment Date.  Any overdue principal of or interest on any
Base Rate Loan shall bear interest, payable on demand, for each day until paid
at a rate per annum equal to the sum of 2% plus the Applicable Rate for such day
plus the Base Rate for
such day.

     

    (b)        Each
Eurodollar Loan shall bear interest on the outstanding principal amount thereof,
for each day during each Interest Period applicable thereto, at a rate per annum
equal to the sum of the Applicable Rate for such day plus the Adjusted LIBO Rate
applicable to such Interest Period.  Such interest shall be payable
for each Interest Period on the last day thereof and, if such Interest Period is
longer than three months, at intervals of three months after the first day
thereof.

     

    “Adjusted LIBO Rate” means,
with respect to any Group of Eurodollar Loans for any Interest Period, an
interest rate per annum (rounded upward, if necessary, to the next 1/16 of 1%)
equal to (a) the London Interbank Offered Rate for such Interest Period
multiplied by (b) the Statutory Reserve Adjustment.

     

    “London Interbank Offered Rate”
applicable to any Interest Period means the rate per annum equal to the British
Bankers Association LIBOR Rate (“BBA LIBOR”) from Telerate
Successor Page 3750, as published by Reuters (or such other commercially
available source providing quotations of BBA LIBOR as designated by the
Administrative Agent from time to time) at approximately 11:00 A.M., London
time, two Business Days prior to the commencement of such Interest Period, as
the rate for dollar deposits with a maturity comparable to such Interest
Period.  In the event that such rate is not available at such time for
any reason, then the “London Interbank Offered Rate” applicable to such Interest
Period shall be the rate at which dollar deposits of $5,000,000 and for a
maturity comparable to such Interest Period are offered by the principal London
office of the Administrative Agent in immediately available funds in the London
interbank market at approximately 11:00 A.M., London time, two Business Days
prior to the commencement of such Interest Period.

     

    
      
         


      

      
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    (c)        Any
overdue principal of or interest on any Eurodollar Loan shall bear interest,
payable on demand, for each day from and including the date payment thereof was
due to but excluding the date of actual payment, at a rate per annum equal to
the sum of 2% plus the higher of (i) the sum of the Applicable Rate for such day
plus the Adjusted LIBO
Rate applicable to such Loan on the day before such payment was due and (ii) the
Applicable Rate for such day plus the result obtained
(rounded upward, if necessary, to the next higher 1/100 of 1%) by multiplying
(x) the rate per annum at which one day (or, if such amount due remains unpaid
more than three Business Days, then for such other period of time not longer
than six months as the Administrative Agent may select) deposits in dollars in
an amount approximately equal to such overdue payment are offered by the
principal London office of the Administrative Agent in the London interbank
market for the applicable period determined as heretofore provided by (y) the
Statutory Reserve Adjustment (or, if the circumstances described in Section
2.19 shall exist, at a rate per annum equal to the sum of 2% plus
the Base Rate for such day).

     

    (d)        The
Administrative Agent shall determine each interest rate applicable to the Loans
hereunder.  The Administrative Agent shall give prompt notice to the
Borrower and the participating Lenders of each rate of interest so determined,
and its determination thereof shall be conclusive in the absence of manifest
error.

     

    Section
2.07.  Method of
Electing Interest Rates.  (a) The Loans included in each
Borrowing shall bear interest initially at the type of rate specified by the
Borrower in the applicable Notice of Borrowing.  Thereafter, the
Borrower may from time to time elect to change or continue the type of interest
rate borne by each Group of Loans (subject to Section 2.07(d) and Section 2.19),
as follows:

     

    (i)      if
such Loans are Base Rate Loans, the Borrower may elect to convert such Loans to
Eurodollar Loans as of any Business Day; and

     

    (ii)     if
such Loans are Eurodollar Loans, the Borrower may elect to convert such Loans to
Base Rate Loans as of any Business Day or to continue such Loans as Eurodollar
Loans for an additional Interest Period, subject to Section 2.21 if any
such conversion is effective on any day other than the last day of an Interest
Period applicable to such Loans.


    
      
         


      

      
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    Each such
election shall be made by delivering a notice (a “Notice of Interest Rate
Election”) to the Administrative Agent not later than 11:00 A.M.
(Prevailing Eastern Time) on the third Business Day before the conversion or
continuation selected in such notice is to be effective.  A Notice of
Interest Rate Election may, if it so specifies, apply to only a portion of the
aggregate principal amount of the relevant Group of Loans; provided that (i) such
portion is allocated ratably among the Loans comprising such Group and (ii) the
portion to which such Notice applies, and the remaining portion to which it does
not apply, are each at least $5,000,000 (unless such portion is comprised of
Base Rate Loans).  If no such notice is timely received before the end
of an Interest Period for any Group of Eurodollar Loans, the Borrower shall be
deemed to have elected that such Group of Loans be converted to Base Rate Loans
at the end of such Interest Period.

     

    (b)        Each
Notice of Interest Rate Election shall specify:

     

    (i)      the
Group of Loans (or portion thereof) to which such notice applies;

     

    (ii)     the
date on which the conversion or continuation selected in such notice is to be
effective, which shall comply with the applicable clause of Section
2.07(a);

     

    (iii)    if
the Loans comprising such Group are to be converted, the new type of Loans and,
if the Loans resulting from such conversion are to be Eurodollar Loans, the
duration of the next succeeding Interest Period applicable thereto;
and

     

    (iv)    if
such Loans are to be continued as Eurodollar Loans for an additional Interest
Period, the duration of such additional Interest Period.

     

    Each
Interest Period specified in a Notice of Interest Rate Election shall comply
with the provisions of the definition of Interest Period.

     

    (c)        Promptly
after receiving a Notice of Interest Rate Election from the Borrower pursuant to
Section 2.07(a), the Administrative Agent shall notify each Lender of the
contents thereof and such notice shall not thereafter be revocable by the
Borrower.

     

    (d)        The
Borrower shall not be entitled to elect to convert any Loans to, or continue any
Loans for an additional Interest Period as, Eurodollar Loans if (i) the
aggregate principal amount of any Group of Eurodollar Loans created or continued
as a result of such election would be less than $5,000,000 or (ii) a Default
shall have occurred and be continuing when the Borrower delivers notice of such
election to the Administrative Agent.


    
      
         


      

      
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    (e)        If
any Loan is converted to a different type of Loan, the Borrower shall pay, on
the date of such conversion, the interest accrued to such date on the principal
amount being converted.

     

    (f)        A
conversion or continuation pursuant to this Section 2.07 is not a
Borrowing.

     

    Section
2.08.  Fees.  (a) Commitment
Fee.  The Borrower shall pay to the Administrative Agent for
the account of each Lender a commitment fee, which shall accrue at 0.75% per
annum on the average daily unused amount of the Commitment of such Lender during
the period from and including the Effective Date to the date on which such
Commitment terminates.  All commitment fees will be computed on the
basis of a year of 360 days and will be payable for the actual number of days
elapsed (including the first day but excluding the last day).  For
purposes of computing commitment fees, a Lender’s Commitment will be deemed to
be used to the extent of its outstanding Loans and LC Exposure.

     

    (b)        Letter of Credit
Fees.  The Borrower shall pay (i)  to the
Administrative Agent for the account of the Lenders ratably a letter of credit
fee accruing daily on the aggregate undrawn amount of all outstanding Letters of
Credit at a rate per annum equal to the Applicable Rate on Eurodollar Loans for
such day and (ii)  to each LC Issuing Bank for its own account, a
letter of credit fronting fee accruing daily on the aggregate amount then
available for drawing under all Letters of Credit issued by such LC Issuing Bank
at such rate as may be mutually agreed between the Borrower and such LC Issuing
Bank from time to time.

     

    (c)        Payments.  Accrued
fees under this Section shall be payable quarterly in arrears on each Quarterly
Payment Date, commencing on the first such date to occur after the date hereof,
and upon the date of termination of the Commitments in their entirety (or, if
later, the date on which the aggregate amount of the Credit Exposures is reduced
to zero).

     

    Section
2.09.  Optional
Termination or Reduction of Commitments.  (a) The Borrower may,
upon at least three Business Days’ notice to the Administrative Agent, (i)
terminate the Commitments at any time, if no Loans or Letters of Credit or LC
Reimbursement Obligations are outstanding at such time or (ii) ratably reduce
from time to time by an aggregate amount of $5,000,000 or any larger multiple of
$1,000,000, the aggregate amount of the Commitments in excess of the Total
Outstanding Amount.


    
      
         


      

      
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    (b)        Promptly
after receiving a notice of termination or reduction pursuant to this Section,
the Administrative Agent shall notify each Lender of the contents thereof and of
such Lender’s ratable share of any such reduction, and such notice shall not
thereafter be revocable by the Borrower.

     

    Section
2.10.  Scheduled
Termination of Commitments.  Unless previously terminated, the
Commitments shall terminate on the Termination Date.

     

    Section
2.11.  Optional and
Mandatory Prepayments.  (a) Subject in the case of
any Group of Eurodollar Loans to Section 2.21, the Borrower may, upon at least
one Business Day’s notice to the Administrative Agent, prepay any Group of Base
Rate Loans or upon at least three Business Days’ notice to the Administrative
Agent, prepay any Group of Eurodollar Loans, in each case in whole at any time,
or from time to time in part, in amounts aggregating $5,000,000 or any larger
multiple of $1,000,000, by paying the principal amount to be prepaid together
with accrued interest thereon to the date of prepayment.  Each such
optional prepayment shall be applied to prepay ratably the Loans of the several
Lenders included in such Group.

     

    (b)        If
at any date the Total Outstanding Amount exceeds the Maximum Facility
Availability calculated as of such date, then not later than the next succeeding
Business Day, the Borrower shall be required to prepay the Loans (or, if no
Loans are outstanding, deposit cash in a Cash Collateral Account to cash
collateralize LC Exposures) in an amount equal to such excess until the Total
Outstanding Amount, net of the amount of cash collateral deposited in the Cash
Collateral Account, does not exceed the Maximum Facility
Availability.

     

    (c)        Upon
receipt of a notice of prepayment pursuant to this Section, the Administrative
Agent shall promptly notify each Lender of the contents thereof and of such
Lender’s ratable share (if any) of such prepayment and such notice shall not
thereafter be revocable by the Borrower.

     

    Section
2.12.  Reserved.

     

    Section
2.13.  Computation
of Interest and Fees.  Interest based on the Prime Rate
hereunder shall be computed on the basis of a year of 365 days (or 366 days in a
leap year) and paid for the actual number of days elapsed (including the first
day but excluding the last day).  All other interest and fees shall be
computed on the basis of a year of 360 days and paid for the actual number of
days elapsed (including the first day but excluding the last day).

     

    Section
2.14.  Reserved.


    
      
         


      

      
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    Section
2.15.  Increased
Commitments; Additional Lenders.  (a) From time to time
subsequent to the Effective Date, the Borrower may, upon at least 30 days’
notice to the Administrative Agent (which shall promptly provide a copy of such
notice to the Lenders), propose to increase the aggregate amount of the
Commitments by an amount not to exceed $200,000,000 (the amount of any such
increase, the “Increased
Commitments”).  Each Lender party to this Agreement at such
time shall have the right (but no obligation), for a period of 15 days following
receipt of such notice, to elect by notice to the Borrower and the
Administrative Agent to increase its Commitment by a principal amount which
bears the same ratio to the Increased Commitments as its then Commitment bears
to the aggregate Commitments then existing.  The failure of a Lender
to respond to the Borrower’s request for an increase shall be deemed a rejection
of the Borrower’s request by such Lender.

     

    (b)        If
any Lender party to this Agreement shall not elect to increase its Commitment
pursuant to subsection (a) of this Section, the Borrower may, within 10 days of
the Lender’s response (or deemed response), designate one or more of the
existing Lenders or other financial institutions acceptable to the
Administrative Agent and the Borrower (which consent of the Administrative Agent
shall not be unreasonably withheld or delayed) which at the time agree to (i) in
the case of any such Person that is an existing Lender, increase its Commitment
and (ii) in the case of any other such Person (an “Additional Lender”), become a
party to this Agreement. The sum of the increases in the Commitments of the
existing Lenders pursuant to this subsection (b) plus the Commitments of the
Additional Lenders shall not in the aggregate exceed the unsubscribed amount of
the Increased Commitments, and the increases in the Commitments of the existing
Lenders and the Commitments of the Additional Lenders made pursuant to this
subsection (b) shall be on the same terms (including upfront fees) as were
offered to the Lenders pursuant to Section 2.15(a) or on terms more advantageous
to the Borrower.

     

    (c)        From
time to time subsequent to the Effective Date, the Borrower may, upon at least
10 days’ notice to the Administrative Agent, increase the aggregate amount of
the Commitments  by an amount not to exceed the aggregate principal
amount of the Commitment of Woodlands Commercial Bank terminated on the
Effective Date (the amount of any such increase, the “Replacement Commitments”)
(each such increase to be in an aggregate amount that is an integral multiple of
$500,000 and not less than $5,000,000) by designating one or more of the
existing Lenders or other financial institutions acceptable to the
Administrative Agent and the Borrower (which consent of the Administrative Agent
shall not be unreasonably withheld or delayed) which at the time agree to
(i) in the case of any such Person that is an existing Lender, increase its
Commitment and (ii) in the case of an Additional Lender, become a party to
this Agreement.

     

    (d)        Any
increase in the Commitments pursuant to this Section 2.15 shall be subject to
satisfaction of the following conditions:


    
      
         


      

      
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    (i)      immediately
before and after giving effect to such increase, all representations and
warranties contained in Article 3 shall be true;

     

    (ii)     immediately
before and after giving effect to such increase, no Default shall have occurred
and be continuing; and

     

    (iii)    after
giving effect to such increase, the aggregate amount of all increases in
Commitments made pursuant to Section 2.15(a) shall not exceed $200,000,000 and
the aggregate amount of all increases made pursuant to Section 2.15(c) shall not
exceed the aggregate principal amount of the commitment of Woodlands Commercial
Bank terminated on the Effective Date.

     

    (e)        An
increase in the aggregate amount of the Commitments pursuant to this Section
2.15 shall become effective upon the receipt by the Administrative Agent of an
agreement in form and substance reasonably satisfactory to the Administrative
Agent signed by the Borrower, by each Additional Lender and by each other Lender
whose Commitment is to be increased, setting forth the new Commitments of such
Lenders and setting forth the agreement of each Additional Lender to become a
party to this Agreement and to be bound by all the terms and provisions hereof,
together with such evidence of appropriate corporate authorization on the part
of the Borrower with respect to the Increased Commitments or Replacement
Commitments and such opinions of counsel for the Borrower with respect to the
Increased Commitments or Replacement Commitments as the Administrative Agent may
reasonably request.

     

    (f)        Upon
any increase in the aggregate amount of the Commitments pursuant to this Section
2.15 that is not pro rata among all Lenders, (x) within five Business Days, in
the case of any Group of Base Rate Loans then outstanding, and at the end of the
then current Interest Period with respect thereto, in the case of any Group of
Eurodollar Loans then outstanding, the Borrower shall prepay such Group in its
entirety and, to the extent the Borrower elects to do so and subject to the
conditions specified in Article 4, the Borrower shall reborrow Loans from the
Lenders in proportion to their respective Commitments after giving effect to
such increase, until such time as all outstanding Loans are held by the Lenders
in such proportion and (y) effective upon such increase, the amount of the
participations held by each Lender in each Letter of Credit then outstanding
shall be adjusted such that, after giving effect to such adjustments, the
Lenders shall hold participations in each such Letter of Credit in the
proportion its respective Commitment bears to the aggregate Commitments after
giving effect to such increase.


    
      
         


      

      
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    Section
2.16.  Letters of
Credit.  (a) General.  On the
Effective Date, the LC Issuing Bank shall be deemed, without further action by
any party hereto, to have sold to each of the Lenders, and each of the Lenders
shall be deemed, without further action by any party hereto, to have purchased
from the LC Issuing Bank, a participation (on the terms specified in this
Section) in each Existing Letter of Credit equal to such Lender’s Percentage
thereof.  Concurrently with such sale, the participations sold to the
Existing Lenders pursuant to the terms of the Existing Credit Agreement shall be
automatically cancelled without further action by any of the parties
hereto.  Each Lender acknowledges and agrees that its obligation to
acquire participations in Existing Letters of Credit pursuant to this subsection
is absolute and unconditional and shall not be affected by any circumstance
whatsoever, including the occurrence and continuance of a Default or reduction
or termination of the Commitments, and that each payment by a Lender to acquire
such participations shall be made without any offset, abatement, withholding or
reduction whatsoever.  Subject to the terms and conditions set forth
herein, the Borrower may request the issuance of Letters of Credit for its own
account, in a form reasonably acceptable to the Administrative Agent and the LC
Issuing Bank, from time to time during the Revolving Credit
Period.  If the terms and conditions of any form of letter of credit
application or other agreement submitted by the Borrower to, or entered into by
the Borrower with, the LC Issuing Bank relating to any Letter of Credit are not
consistent with the terms and conditions of this Agreement, the terms and
conditions of this Agreement shall control.

     

    (b)        Notice of Issuance, Amendment,
Renewal or Extension; Certain Conditions.  To request the
issuance of a Letter of Credit (or the amendment, renewal or extension of an
outstanding Letter of Credit), the Borrower shall hand deliver or telecopy (or
transmit by electronic communication, if arrangements for doing so have been
approved by the LC Issuing Bank) to the LC Issuing Bank and the Administrative
Agent (reasonably in advance of the requested date of issuance, amendment,
renewal or extension) a notice requesting the issuance of a Letter of Credit, or
identifying the Letter of Credit to be amended, renewed or extended, and
specifying the requested date of issuance, amendment, renewal or extension
(which shall be a Business Day), the date on which such Letter of Credit is to
expire (which shall comply with Section 2.16(c)), the amount of such Letter of
Credit, the name and address of the beneficiary thereof and such other
information as shall be necessary to prepare, amend, renew or extend such Letter
of Credit.  If requested by the LC Issuing Bank, the Borrower also
shall submit a letter of credit application on the LC Issuing Bank’s standard
form (with such changes as are agreed by such LC Issuing Bank and the Borrower)
in connection with any request for a Letter of Credit.  A Letter of
Credit shall be issued, amended, renewed or extended only if, (i) no Defaulting
Lender shall then exist (unless such Defaulting Lender’s pro rata share (based on the
ratio of such Defaulting Lender’s Commitment to the aggregate Commitments then
in effect) of the LC Exposure has been cash collateralized by the Borrower
(pursuant to documentation satisfactory to the LC Issuing Bank, the
Administrative Agent and the Borrower)) and (ii) (and upon issuance, amendment,
renewal or extension of each Letter of Credit the Borrower shall be deemed to
represent and warrant that) after giving effect to such issuance, amendment,
renewal or extension, (A) the LC Exposure will not exceed $300,000,000 and (B)
the Total Outstanding Amount will not exceed the Maximum Facility Availability
on such date.


    
      
         


      

      
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    (c)        Expiration
Date.  Each Letter of Credit shall expire at or before the
close of business on the earlier of (i) the date that is one year after such
Letter of Credit is issued (or, in the case of any renewal or extension thereof,
one year after such renewal or extension) and (ii) the date that is five
Business Days before the Termination Date; provided that a Letter of
Credit may have an expiry date later than that otherwise permitted by this
clause (ii) so long as all LC Exposures with respect to such Letter of Credit
are cash collateralized not later than the fifth Business Day prior to the
Termination Date in the manner specified in subsection (j).

     

    (d)        Participations.  Effective
upon the issuance of a Letter of Credit (or an amendment to a Letter of Credit
increasing the amount thereof) and without any further action on the part of the
LC Issuing Bank or the Lenders, the LC Issuing Bank grants to each Lender, and
each Lender acquires from the LC Issuing Bank, a participation in such Letter of
Credit equal to such Lender’s Percentage of the aggregate amount available to be
drawn thereunder.  Pursuant to such participations, each Lender agrees
to pay to the Administrative Agent, for the account of the LC Issuing Bank, such
Lender’s Percentage of (i) each LC Disbursement made by the LC Issuing Bank and
not reimbursed by the Borrower on the date due as provided in Section 2.16(e)
and (ii) any reimbursement payment required to be refunded to the Borrower for
any reason.  Each Lender’s obligation to acquire participations and
make payments pursuant to this subsection is absolute and unconditional and
shall not be affected by any circumstance whatsoever, including any amendment,
renewal or extension of any Letter of Credit or the occurrence and continuance
of a Default or any reduction or termination of the Commitments, and each such
payment shall be made without any offset, abatement, withholding or reduction
whatsoever.


    
      
         


      

      
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    (e)        Reimbursement.  If
the LC Issuing Bank makes any LC Disbursement under a Letter of Credit, the
Borrower shall reimburse such LC Disbursement by paying an amount equal to such
LC Disbursement to the Administrative Agent not later than 2:00 P.M. (Prevailing
Eastern Time) on the day that such LC Disbursement is made, if the Borrower
receives notice of such LC Disbursement before 10:00 A.M., Prevailing Eastern
Time, on such day, or, if such notice has not been received by the Borrower
before such time on such day, then not later than Noon (Prevailing Eastern Time)
on (i) the Business Day that the Borrower receives such notice, if such notice
is received before 10:00 A.M. (Prevailing Eastern Time) on the day of
receipt, or (ii) the next Business Day, if such notice is not received before
such time on the day of receipt; provided that, if such LC
Disbursement is at least $500,000, the Borrower may, subject to the conditions
to borrowing set forth herein, request that such payment be made with the
proceeds of a Base Rate Borrowing in an equivalent amount and, to the extent so
financed, the Borrower’s obligation to make such payment shall be discharged and
replaced by the resulting Base Rate Borrowing.  If the Borrower fails
to make such payment when due, the Administrative Agent shall notify each Lender
of the applicable LC Disbursement, the payment then due from the Borrower in
respect thereof and such Lender’s Percentage thereof.  Promptly after
it receives such notice, each Lender shall pay to the Administrative Agent its
Percentage of the payment then due from the Borrower, in the same manner as is
provided in Section
2.04 with respect to Loans made by such Lender (and Section 2.04(d) shall
apply, mutatis mutandis, to such payment
obligations of the Lenders), and the Administrative Agent shall promptly pay to
the LC Issuing Bank the amounts so received by it from the
Lenders.  If a Lender makes a payment pursuant to this subsection to
reimburse the LC Issuing Bank for any LC Disbursement (other than by funding
Base Rate Loans as heretofore contemplated), (i) such payment will not
constitute a Loan and will not relieve the Borrower of its obligation to
reimburse such LC Disbursement and (ii) such Lender will be subrogated to its
pro rata share of the LC Issuing Bank’s claim against the Borrower for such
reimbursement.  Promptly after the Administrative Agent receives any
payment from the Borrower pursuant to this subsection, the Administrative Agent
will distribute such payment to the LC Issuing Bank or, if Lenders have made
payments pursuant to this subsection to reimburse the LC Issuing Bank, then to
such Lenders and the LC Issuing Bank as their interests may appear.

     

    (f)        Obligations
Absolute.  The Borrower’s obligation to reimburse LC
Disbursements as provided in Section 2.16(e) shall be absolute, unconditional
and irrevocable, and shall be performed strictly in accordance with the terms of
this Agreement under any and all circumstances whatsoever and irrespective of
(i) any lack of validity or enforceability of any Letter of Credit or this
Agreement, or any term or provision therein, (ii) any draft or other document
presented under a Letter of Credit proving to be forged, fraudulent or invalid
in any respect or any statement therein being untrue or inaccurate in any
respect, (iii) payment by the LC Issuing Bank under a Letter of Credit against
presentation of a draft or other document that does not comply with the terms of
such Letter of Credit, or (iv) any other event or circumstance whatsoever,
whether or not similar to any of the foregoing, that might, but for the
provisions of this Section, constitute a legal or equitable discharge of, or
provide a right of set-off against, the Borrower’s obligations
hereunder.  None of the Administrative Agent, the Lenders, the LC
Issuing Bank and their respective Related Parties shall have any liability or
responsibility by reason of or in connection with the issuance or transfer of
any Letter of Credit or any payment or failure to make any payment thereunder
(irrespective of any of the circumstances referred to in the preceding
sentence), or any error, omission, interruption, loss or delay in transmission
or delivery of any draft, notice or other communication under or relating to any
Letter of Credit (including any document required to make a drawing thereunder),
any error in interpretation of technical terms or any consequence arising from
causes beyond the control of the LC Issuing Bank; provided that the foregoing
shall not excuse the LC Issuing Bank from liability to the Borrower to the
extent of any direct damages (as opposed to consequential damages, claims in
respect of which are waived by the Borrower to the extent permitted by
applicable law) suffered by the Borrower that are caused by the LC Issuing
Bank’s failure to exercise care when determining whether drafts and other
documents presented under a Letter of Credit comply with the terms
thereof.  In the absence of gross negligence or willful misconduct on
the part of the LC Issuing Bank (as finally determined by a court of competent
jurisdiction), the LC Issuing Bank shall be deemed to have exercised care in
each such determination.  Without limiting the generality of the
foregoing, the parties agree that, with respect to documents presented which
appear on their face to be in substantial compliance with the terms of a Letter
of Credit, the LC Issuing Bank may, in its sole discretion, either (A) accept
and make payment upon such documents without responsibility for further
investigation, regardless of any notice or information to the contrary, or (B)
refuse to accept and make payment upon such documents if such documents do not
strictly comply with the terms of such Letter of Credit.


    
      
         


      

      
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    (g)        Disbursement
Procedures.  The LC Issuing Bank shall, promptly after its
receipt thereof, examine all documents purporting to represent a demand for
payment under a Letter of Credit.  The LC Issuing Bank shall promptly
notify the Administrative Agent and the Borrower by telephone (confirmed by
telecopy) of such demand for payment and whether the LC Issuing Bank has made or
will make an LC Disbursement pursuant thereto; provided that any failure to
give or delay in giving such notice will not relieve the Borrower of its
obligation to reimburse the LC Issuing Bank and the Lenders with respect to any
such LC Disbursement.

     

    (h)        Interim
Interest.  Unless the Borrower reimburses an LC Disbursement in
full on the day it is made, the unpaid amount thereof shall bear interest, for
each day from and including the day on which such LC Disbursement is made to but
excluding the day on which the Borrower reimburses such LC Disbursement, at the
rate per annum then applicable to Base Rate Loans; provided that, if the
Borrower fails to reimburse such LC Disbursement when due pursuant to Section
2.16(e), then such amount shall bear interest, payable on demand, for each day
until paid at a rate per annum equal to the sum of 2% plus the Base Rate for
such day.  Interest accrued pursuant to this subsection shall be for
the account of the LC Issuing Bank, except that a pro rata share of interest
accrued on and after the day that any Lender reimburses the LC Issuing Bank for
a portion of such LC Disbursement pursuant to Section 2.16(e) shall be for the
account of such Lender.


    
      
         


      

      
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    (i)      Replacement of LC Issuing
Bank.  The LC Issuing Bank may be replaced at any time by
written agreement among the Borrower, the Administrative Agent, the replaced LC
Issuing Bank and the successor LC Issuing Bank.  The Administrative
Agent shall notify the Lenders of any such replacement.  At the time
any such replacement becomes effective, the Borrower shall pay all unpaid fees
accrued for the account of the replaced LC Issuing Bank pursuant to Section
2.08(b).  On and after the effective date of any such replacement, (i)
the successor LC Issuing Bank will have all the rights and obligations of the LC
Issuing Bank under this Agreement with respect to Letters of Credit to be issued
thereafter and (ii) references herein to the term “LC Issuing Bank” will be
deemed to refer to such successor or to any previous LC Issuing Bank, or to such
successor and all previous LC Issuing Banks, as the context shall
require.  After an LC Issuing Bank is replaced, it will remain a party
hereto and will continue to have all the rights and obligations of an LC Issuing
Bank under this Agreement with respect to Letters of Credit issued by it before
such replacement, but will not be required to issue additional Letters of
Credit.

     

    (j)      Cash
Collateralization.  If an Event of Default shall occur and be
continuing, on the Business Day that the Borrower receives notice from the
Administrative Agent or the Required Lenders (or, if the maturity of the Loans
has been accelerated, Lenders with LC Exposures representing more than 50% of
the total LC Exposure) demanding the deposit of cash collateral pursuant to this
subsection, the Borrower shall deposit in a Cash Collateral Account an amount in
cash equal to 102% of the total LC Exposure as of such date plus any accrued and
unpaid interest thereon; provided that the obligation
to deposit such cash collateral will become effective immediately, and such
deposit will become immediately due and payable, without demand or other notice
of any kind, upon the occurrence of any Event of Default with respect to the
Borrower described in clause (i) or (j) of Article 7.  Any amount so
deposited (including any earnings thereon) will be withdrawn from the Borrower’s
Cash Collateral Account by the Administrative Agent and applied to pay LC
Reimbursement Obligations as they become due; provided that if at any time
all Events of Default have been cured or waived, such amount, to the extent not
theretofore so applied, will be returned to the Borrower upon its
request.

     

    Section
2.17. Evidence of
Debt.

     

    (a)        Each
Lender shall maintain in accordance with its usual practice an account or
accounts evidencing the indebtedness of the Borrower to such Lender resulting
from each Loan made by such Lender, including the amounts of principal and
interest payable and paid to such Lender from time to time.

     

    (b)        The
Administrative Agent shall maintain accounts in which it shall record (i) the
amount of each Loan made hereunder, the type thereof and each Interest Period
(if any) applicable thereto, (ii) the amount of any principal or interest due
and payable or to become due and payable from the Borrower to each Lender
hereunder and (iii) the amount of any sum received by the Administrative Agent
hereunder for the account of the Lenders and each Lender’s share
thereof.


    
      
         


      

      
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    (c)        The
entries made in the accounts maintained pursuant to subsections (a) and (b) of
this Section shall be prima facie evidence of the
existence and amounts of the obligations recorded therein; provided that any failure by
any Lender or the Administrative Agent to maintain such accounts or any error
therein shall not affect the Borrower’s obligation to repay the Loans in
accordance with the terms of this Agreement.

     

    (d)        Any
Lender may request that Loans made by it be evidenced by one or more promissory
notes.  In such event, the Borrower shall prepare, execute and deliver
to such Lender a promissory note(s) payable to the order of such Lender (or, if
requested by such Lender, to such Lender and its registered assigns) and in a
form approved by the Administrative Agent.  Thereafter, the Loans
evidenced by such promissory note(s) and interest thereon shall at all times
(including after assignment pursuant to Section 9.04) be represented by one or
more promissory notes in such form payable to the order of the payee named
therein (or, if such promissory note is a registered note, to such payee and its
registered assigns).

     

    Section
2.18.  Change in
Control.  (a) If a Change in Control of the Borrower shall
occur, the Borrower will, within one Business Day after the occurrence thereof,
give the Administrative Agent notice thereof, and the Administrative Agent shall
promptly notify each Lender thereof.  Such notice shall describe in
reasonable detail the facts and circumstances giving rise thereto and the date
of such Change in Control and each Lender may, by notice to the Borrower and the
Administrative Agent (a “Termination Notice”) given not
later than ten days after the date of such Change in Control, terminate its
Commitment, which shall be terminated, and declare any Loans held by it
(together with accrued interest thereon) and any other amounts payable hereunder
for its account to be, and such Loans and such amounts shall become, due and
payable, in each case on the day following delivery of such Termination Notice
(or if such day is not a Business Day, the next succeeding Business Day),
without presentment, demand, protest or other notice of any kind, all of which
are hereby waived by the Borrower.

     

    (b)        If
the Commitment of any Lender is terminated pursuant to this Section at a time
when any Letter of Credit is outstanding, then (i) such Lender shall remain
responsible to the LC Issuing Bank with respect to such Letter of Credit to the
same extent as if its Commitment had not terminated and (ii) the Borrower shall
pay to such Lender an amount in immediately available funds (which funds shall
be held as collateral pursuant to arrangements satisfactory to such Lender)
equal to such Lender’s Percentage of the aggregate amount available for drawing
under all Letters of Credit outstanding at such time.


    
      
         


      

      
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    Section
2.19.  Alternate
Rate of Interest.  If before the beginning of any Interest
Period for a Eurodollar Borrowing:

     

    (i)      deposits
in dollars in the applicable amounts are not being offered by the Administrative
Agent in the London interbank market for such Interest Period; or

     

    (ii)     Lenders
having 50% or more of the aggregate principal amount of the Loans to be included
in such Borrowing advise the Administrative Agent that the Adjusted LIBO Rate
for such Interest Period will not adequately and fairly reflect the cost to such
Lenders of making or maintaining such Loans for such Interest
Period;

     

    the
Administrative Agent shall forthwith give notice thereof to the Borrower and the
Lenders, whereupon until the Administrative Agent notifies the Borrower that the
circumstances giving rise to such suspension no longer exist, (i) the
obligations of the Lenders to make Eurodollar Loans, or to continue to convert
outstanding Loans as or into Eurodollar Loans shall be suspended and (ii) each
outstanding Eurodollar Loan shall be converted into a Base Rate Loan on the last
day of the then current Interest Period applicable thereto.  Unless
the Borrower notifies the Administrative Agent at least two Business Days before
the date of any affected Borrowing for which a Notice of Borrowing has
previously been given that it elects not to borrow on such date, such Borrowing
shall instead be made as a Base Rate Borrowing.

     

    Section
2.20.  Increased
Costs.  (a) If any Change in Law shall:

     

    (i)      impose,
modify or deem applicable any reserve, special deposit or similar requirement
against assets of, deposits with or for the account of, or credit extended by,
any Lender (except any such reserve requirement reflected in the Adjusted LIBO
Rate) or the LC Issuing Bank; or

     

    (ii)     impose
on any Lender or the LC Issuing Bank or the London interbank market any other
condition affecting this Agreement or Eurodollar Loans made by such Lender or
any Letter of Credit or participation therein;

     

    and the
result of any of the foregoing shall be to increase the cost to such Lender of
making or maintaining any Eurodollar Loan (or of maintaining its obligation to
make Eurodollar Loans) or to increase the cost to such Lender or the LC Issuing
Bank of participating in, issuing or maintaining any Letter of Credit or to
reduce any amount received or receivable by such Lender or the LC Issuing Bank
hereunder (whether of principal, interest or otherwise), then the Borrower shall
pay to such Lender or the LC Issuing Bank, as the case may be, such additional
amount or amounts as will compensate it for such additional cost incurred or
reduction suffered.


    
      
         


      

      
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    (b)        If
any Lender or the LC Issuing Bank determines that any Change in Law regarding
capital requirements has or would have the effect of reducing the rate of return
on such Lender’s or the LC Issuing Bank’s capital or on the capital of such
Lender’s or the LC Issuing Bank’s holding company, if any, as a consequence of
this Agreement or the Loans made by, or participations in Letters of Credit held
by, such Lender, or the Letters of Credit issued by the LC Issuing Bank, to a
level below that which such Lender or the LC Issuing Bank or such Lender’s or
the LC Issuing Bank’s holding company could have achieved but for such Change in
Law (taking into consideration such Lender’s or the LC Issuing Bank’s policies
and the policies of such Lender’s or the LC Issuing Bank’s holding company with
respect to capital adequacy), then from time to time following receipt of the
certificate referred to in subsection (c) of this Section, the Borrower shall
pay to such Lender or the LC Issuing Bank, as the case may be, such additional
amount or amounts as will compensate it or its holding company for any such
reduction suffered.

     

    (c)        A
certificate of a Lender or the LC Issuing Bank setting forth the amount or
amounts necessary to compensate it or its holding company, as the case may be,
as specified in subsection (a) or (b) of this Section shall be delivered to the
Borrower and shall be conclusive absent manifest error.  Each such
certificate shall contain a representation and warranty on the part of the
Lender to the effect that such Lender has complied with its obligations pursuant
to Section 2.24 hereof in an effort to eliminate or reduce such
amount.  The Borrower shall pay such Lender or the LC Issuing Bank, as
the case may be, the amount shown as due on any such certificate within 10 days
after receipt thereof.

     

    (d)        Failure
or delay by any Lender or the LC Issuing Bank to demand compensation pursuant to
this Section will not constitute a waiver of its right to demand such
compensation; provided
that the Borrower will not be required to compensate a Lender or the LC Issuing
Bank pursuant to this Section for any increased cost or reduction incurred more
than 180 days before it notifies the Borrower of the Change in Law giving rise
to such increased cost or reduction and of its intention to claim compensation
therefor.  However, if the Change in Law giving rise to such increased
cost or reduction is retroactive, then the 180-day period heretofore referred to
will be extended to include the period of retroactive effect
thereof.


    
      
         


      

      
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    Section
2.21.  Break Funding
Payments.  If (a) any principal of any Eurodollar Loan is
repaid on a day other than the last day of an Interest Period applicable thereto
(including as a result of an Event of Default or a Change in Control), (b) any
Eurodollar Loan is converted on a day other than the last day of an Interest
Period applicable thereto, (c) the Borrower fails to borrow, convert, continue
or prepay any Eurodollar Loan on the date specified in any notice delivered
pursuant hereto, or (d) any Eurodollar Loan is assigned on a day other than the
last day of an Interest Period applicable thereto as a result of a request by
the Borrower pursuant to Section 2.24, then the Borrower shall compensate each
Lender for its loss, cost and expense attributable to such event.  In
the case of a Eurodollar Loan, such loss, cost and expense to any Lender shall
be deemed to include an amount determined by such Lender to be the excess, if
any, of (i) the amount of interest that would have accrued on the principal
amount of such Loan had such event not occurred, at the Adjusted LIBO Rate that
would have been applicable to such Loan, for the period from the date of such
event to the end of the then current Interest Period therefor (or, in the case
of a failure to borrow, convert or continue, the Interest Period that would have
begun on the date of such failure), over (ii) the amount of interest that would
accrue on such principal amount for such period at the interest rate which such
Lender would bid were it to bid, at the beginning of such period, for dollar
deposits of a comparable amount and period from other banks in the eurodollar
market.  A certificate of any Lender setting forth any amount or
amounts that such Lender is entitled to receive pursuant to this Section shall
be delivered to the Borrower and shall be conclusive absent manifest
error.  The Borrower shall pay such Lender the amount shown as due on
any such certificate within 10 days after receipt thereof.

     

    Section
2.22.  Taxes.  (a) All
payments by the Borrower under the Loan Documents shall be made free and clear
of and without deduction for any Indemnified Taxes or Other Taxes; provided that, if the
Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from
such payments, then (i) the sum payable will be increased as necessary so that,
after all required deductions (including deductions applicable to additional
sums payable under this Section) are made, each relevant Lender Party receives
an amount equal to the sum it would have received had no such deductions been
made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall
pay the full amount deducted to the relevant Governmental Authority in
accordance with applicable law.

     

    (b)        In
addition, the Borrower shall pay any Other Taxes to the relevant Governmental
Authority in accordance with applicable law.

     

    (c)        The
Borrower shall indemnify each Lender Party, within 10 days after written demand
therefor, for the full amount of any Indemnified Taxes or Other Taxes paid by
such Lender Party with respect to any payment by or obligation of the Borrower
under the Loan Documents (including Indemnified Taxes or Other Taxes imposed or
asserted on or attributable to amounts payable under this Section) and any
penalties, interest and reasonable expenses arising therefrom or with respect
thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or
legally imposed or asserted by the relevant Governmental Authority.  A
certificate as to the amount of any such payment delivered to the Borrower by a
Lender Party on its own behalf, or by the Administrative Agent on behalf of a
Lender Party, shall be conclusive absent manifest error.  If the
Borrower has indemnified any Lender Party pursuant to this Section 2.22(c), such
Lender Party shall take such steps as the Borrower shall reasonably request (at
the Borrower’s expense) to assist the Borrower in recovering the Indemnified
Taxes or Other Taxes and any penalties or interest attributable thereto; provided that no Lender Party
shall be required to take any action pursuant to this Section 2.22(c) unless, in
the judgment of such Lender Party, such action (i) would not subject such Lender
Party to any unreimbursed cost or expense and (ii) would not otherwise be
disadvantageous to such Lender Party.


    
      
         


      

      
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    (d)        As
soon as practicable after the Borrower pays any Indemnified Taxes or Other Taxes
to a Governmental Authority, the Borrower shall deliver to the Administrative
Agent the original or a certified copy of a receipt issued by such Governmental
Authority evidencing such payment, a copy of the return reporting such payment
or other evidence of such payment reasonably satisfactory to the Administrative
Agent.

     

    (e)        Any
Foreign Lender that is entitled to an exemption from or reduction of withholding
tax under the laws of the United States, or any treaty to which the United
States is a party, with respect to payments under this Agreement shall deliver
to the Borrower (with a copy to the Administrative Agent), at the time or times
prescribed by applicable law, such properly completed and executed documentation
prescribed by applicable law or reasonably requested by the Borrower as will
permit such payments to be made without withholding or at a reduced
rate.  If any such Foreign Lender becomes subject to any Tax because
it fails to comply with this subsection as and when prescribed by applicable
law, the Borrower shall take such steps (at such Foreign Lender’s expense) as
such Foreign Lender shall reasonably request to assist such Foreign Lender to
recover such Tax.

     

    Section
2.23.  Payments
Generally; Pro Rata Treatment; Sharing of Set-Offs.  (a) The
Borrower shall make each payment required to be made by it under the Loan
Documents (whether of principal, interest or fees, or reimbursement of LC
Disbursements, or amounts payable under Section 2.20, 2.21 or 2.22(c) or
otherwise) before the time expressly required under the relevant Loan Document
for such payment (or, if no such time is expressly required, before 2:00 P.M.
(Prevailing Eastern Time)), on the date when due, in immediately available
funds, without set-off or counterclaim.  Any amount received after
such time on any day may, in the discretion of the Administrative Agent, be
deemed to have been received on the next succeeding Business Day for purposes of
calculating interest thereon.  All such payments shall be made to the
Administrative Agent at its offices at 270 Park Avenue, New York, New York,
except payments to be made directly to the LC Issuing Bank as expressly provided
herein and except that payments pursuant to Sections 2.20, 2.21, 2.22 and 9.03
shall be made directly to the Persons entitled thereto and payments pursuant to
other Loan Documents shall be made to the Persons specified
therein.  The Administrative Agent shall distribute any such payment
received by it for the account of any other Person to the appropriate recipient
promptly after receipt thereof.  Whenever any payment of principal of,
or interest on, Base Rate Loans or of fees shall be due on a day that is not a
Business Day, the date for payment thereof shall be extended to the next
succeeding Business Day.  Whenever any payment of principal of, or
interest on, Eurodollar Loans shall be due on a day which is not a Business Day,
the date for payment thereof shall be extended to the next succeeding Business
Day unless such Business Day falls in another calendar month, in which case the
date for payment thereof shall be the next preceding Business Day.  If
the date for any payment of principal is extended by operation of law or
otherwise, interest thereon shall be payable for such extended
time.  All payments under each Loan Document shall be made in
dollars.


    
      
         


      

      
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    (b)        If
at any time insufficient funds are received by and available to the
Administrative Agent to pay fully all amounts of principal, unreimbursed LC
Disbursements, interest and fees then due hereunder, such funds shall be applied
(i) first, to pay interest and fees then due hereunder, ratably among the
parties entitled thereto in accordance with the amounts of interest and fees
then due to such parties, and (ii) second, to pay principal and unreimbursed LC
Disbursements then due hereunder, ratably among the parties entitled thereto in
accordance with the amounts of principal and unreimbursed LC Disbursements then
due to such parties.

     

    (c)        If
any Lender shall, by exercising any right of set-off or counterclaim or
otherwise, obtain payment in respect of any principal of or interest on any of
its Loans or any of its participations in LC Disbursements resulting in such
Lender receiving payment of a greater proportion of the aggregate amount of its
Loans and participations in LC Disbursements and accrued interest thereon than
the proportion received by any other Lender, then the Lender receiving such
greater proportion shall purchase (for cash at face value) participations in the
Loans and participations in LC Disbursements of other Lenders to the extent
necessary so that the benefit of all such payments shall be shared by the
Lenders ratably in accordance with the aggregate amount of principal of and
accrued interest on their respective Loans and participations in LC
Disbursements; provided
that (i) if any such participations are purchased and all or any portion of the
payment giving rise thereto is recovered, such participations shall be rescinded
and the purchase price restored to the extent of such recovery, without
interest, and (ii) the provisions of this subsection shall not apply to any
payment made by the Borrower pursuant to and in accordance with the express
terms of this Agreement or any payment obtained by a Lender as consideration for
the assignment of or sale of a participation in any of its Loans or
participations in LC Disbursements to any assignee or participant, other than to
the Borrower or any Subsidiary or Affiliate thereof (as to which the provisions
of this subsection shall apply).  The Borrower consents to the
foregoing and agrees, to the extent it may effectively do so under applicable
law, that any Lender acquiring a participation pursuant to the foregoing
arrangements may exercise against the Borrower rights of set-off and
counterclaim with respect to such participation as fully as if such Lender were
a direct creditor of the Borrower in the amount of such
participation.


    
      
         


      

      
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    (d)        Unless,
before the date on which any payment is due to the Administrative Agent for the
account of one or more Lender Parties hereunder, the Administrative Agent
receives from the Borrower notice that the Borrower will not make such payment,
the Administrative Agent may assume that the Borrower has made such payment on
such date in accordance herewith and may, in reliance on such assumption,
distribute to each relevant Lender Party the amount due to it.  In
such event, if the Borrower has not in fact made such payment, each Lender Party
severally agrees to repay to the Administrative Agent forthwith on demand the
amount so distributed to such Lender Party with interest thereon, for each day
from and including the day such amount is distributed to it to but excluding the
day it repays the Administrative Agent, at the greater of the Federal Funds Rate
and a rate determined by the Administrative Agent in accordance with banking
industry rules on interbank compensation.

     

    (e)        If
any Lender fails to make any payment required to be made by it to the
Administrative Agent or the LC Issuing Bank pursuant to this Agreement, the
Administrative Agent may, in its discretion (notwithstanding any contrary
provision hereof), apply any amounts thereafter received by the Administrative
Agent for the account of such Lender to satisfy such obligations until all such
unsatisfied obligations are fully paid.

     

    Section
2.24.  Lender’s
Obligation to Mitigate; Replacement of Lenders.  (a) If any
Lender requests compensation under Section 2.20, or if the Borrower is required
to pay any additional amount to any Lender or any Governmental Authority for the
account of any Lender pursuant to Section 2.22, then such Lender shall use all
commercially reasonable efforts to mitigate or eliminate the amount of such
compensation or additional amount, including by designating a different lending
office for funding or booking its Loans hereunder or by assigning its rights and
obligations hereunder to another of its offices, branches or affiliates; provided that no Lender shall
be required to take any action pursuant to this Section 2.24(a) unless, in the
judgment of such Lender, such designation or assignment or other action (i)
would eliminate or reduce amounts payable pursuant to Section 2.20 or 2.22, as
the case may be, in the future, (ii) would not subject such Lender to any
unreimbursed cost or expense and (iii) would not otherwise be disadvantageous to
such Lender.  The Borrower shall pay all reasonable costs and expenses
incurred by any Lender in connection with any such designation or
assignment.


    
      
         


      

      
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    (b)        If
any Lender requests compensation under Section 2.20, or if the Borrower is
required to pay any additional amount to any Lender or any Governmental
Authority for the account of any Lender pursuant to Section 2.22, or if any
Lender is a Specified Lender, then the Borrower may, at its sole expense and
effort, upon notice to such Lender and the Administrative Agent, require such
Lender to assign, without recourse (in accordance with and subject to the
restrictions contained in Section 9.04), all its interests, rights and
obligations under this Agreement to an assignee that shall assume such
obligations (which assignee may be another Lender, if a Lender accepts such
assignment); provided
that (i) the Borrower shall have received the prior written consent of the
Administrative Agent (and, if a Commitment is being assigned, the LC Issuing
Bank), which consents shall not unreasonably be withheld or delayed, (ii) such
Lender shall have received payment of an amount equal to the outstanding
principal of its Loans and participations in LC Disbursements, accrued interest
thereon, accrued fees and all other amounts payable to it hereunder, from the
assignee (to the extent of such outstanding principal and accrued interest and
fees) or the Borrower (in the case of all other amounts) and (iii) in the case
of any such assignment resulting from a claim for compensation under Section
2.20 or payments required to be made pursuant to Section 2.22, such assignment
will result in a material reduction in such compensation or
payments.  A Lender shall not be required to make any such assignment
if, prior thereto, as a result of a waiver by such Lender or otherwise, the
circumstances entitling the Borrower to require such assignment cease to
apply.

     

    (c)        At
any time a Lender is a Specified Lender, the Borrower may terminate in full the
Commitment of such Specified Lender by giving notice to such Specified Lender
and the Administrative Agent (which notice shall specify the effective date of
such termination); provided, that (i) at the time of such termination, no Event
of Default exists; (ii) concurrently with such termination, the Borrower shall
prepay all outstanding Loans of such Specified Lender together with accrued
interest thereon and accrued fees and any other amounts payable for the account
of such Specified Lender hereunder; and (iii) if, on the effective date of such
termination, any Letter of Credit is outstanding, the conditions specified in
Section 4.02 would be satisfied (after giving effect to such termination) were
each such Letter of Credit issued on such date.  Upon satisfaction of
the conditions specified in the foregoing clauses (i), (ii) and (iii), the
Commitment of such Specified Lender shall terminate on the effective date
specified in such notice, its participation in the LC Exposure shall terminate
on such effective date and the participations of the other Lenders in the LC
Exposure shall be redetermined as of such termination date as if the outstanding
Letters of Credit had been issued and the unreimbursed LC Disbursements had been
paid or satisfied on such termination date.


    
      
         


      

      
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    ARTICLE
3

    Representations
and Warranties

     

    The
Borrower represents and warrants to the Lender Parties that:

     

    Section
3.01.  Organization;
Powers.  The Borrower and each of its Subsidiaries is duly
organized, validly existing and in good standing under the laws of the
jurisdiction of its organization, has all requisite power and authority to carry
on its business as now conducted, except in the case of Subsidiaries to an
extent that, in the aggregate, would not reasonably be expected to result in a
Material Adverse Change.

     

    Section
3.02.  Authorization;
Enforceability.  The Financing Transactions to be entered into
by the Borrower are within its corporate powers and have been duly authorized by
all necessary corporate action.  This Agreement has been duly executed
and delivered by the Borrower and constitutes, and each other Loan Document to
which the Borrower is to be a party, when executed and delivered by the
Borrower, will constitute, a legal, valid and binding obligation of the
Borrower, in each case enforceable in accordance with its terms, subject to
applicable bankruptcy, insolvency, reorganization, moratorium and other similar
laws affecting creditors’ rights generally and subject to general principles of
equity, regardless of whether considered in a proceeding in equity or at
law.

     

    Section
3.03.  Governmental
Approvals; No Conflicts.  The Financing Transactions (a) do not
require any consent or approval of, registration or filing with, or other action
by, any Governmental Authority, except such as have been obtained or made and
are in full force and effect, (b) will not violate any applicable law or
regulation or the charter, by-laws or other organizational documents of the
Borrower or any order of any Governmental Authority, (c) will not violate or
result in a default under any indenture, agreement or other instrument binding
upon the Borrower or any of its properties, or give rise to a right thereunder
to require the Borrower to make any payment, and (d) will not result in the
creation or imposition of any Lien on any property of the Borrower.

     

    Section
3.04.  Financial
Statements; No Material Adverse Change.  (a) The Borrower has
heretofore furnished to the Lenders the Borrower’s 2008 Form 10-K containing the
audited consolidated balance sheet of the Borrower and its Subsidiaries as of
December 31, 2008 and the related consolidated statements of income and cash
flows for the Fiscal Year then ended, reported on by PricewaterhouseCoopers LLP,
independent public accountants.  Such financial statements present
fairly, in all material respects, the consolidated financial position of the
Borrower and its Subsidiaries as of such date and its consolidated results of
operations and cash flows for such period in accordance with
GAAP.


    
      
         


      

      
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    (b)        Except
as set forth in the Borrower’s 2008 Form 10-K or the Borrower’s Latest Form 10-Q
there has been no Material Adverse Change since December 31, 2008.

     

    Section
3.05.  Litigation
and Environmental Matters.  (a) Except as set forth in the
Borrower’s 2008 Form 10-K or the Borrower’s Latest Form 10-Q, as filed with the
SEC pursuant to the Exchange Act, there is no action, suit, arbitration
proceeding or other proceeding, inquiry or investigation, at law or in equity,
before or by any arbitrator or Governmental Authority pending against the
Borrower or any of its Subsidiaries or of which the Borrower has otherwise
received official notice or which, to the knowledge of the Borrower, is
threatened against the Borrower or any of its Subsidiaries (i) as to which there
is a reasonable possibility of an unfavorable decision, ruling or finding which
would reasonably be expected to result in a Material Adverse Change or (ii) that
involves any of the Loan Documents or the Financing Transactions.

     

    (b)        Except
as set forth in the Borrower’s 2008 Form 10-K or the Borrower’s Latest Form
10-Q, the Borrower does not presently anticipate that remediation costs and
penalties associated with any Environmental Law, to the extent not previously
provided for, will result in a Material Adverse Change.

     

    Section
3.06.  Taxes.  Each
of the Borrower and its Subsidiaries has filed or caused to be filed all
material tax returns that are required to be filed by it and has paid all taxes
shown to be due and payable on said returns or on any material assessments made
against it or any of its property and all other material taxes, fees or other
charges imposed on it or any of its property by any Governmental Authority
(other than any (i) the amount or validity of which are being contested in good
faith by appropriate proceedings and with respect to which reserves in
conformity with GAAP have been provided on the books of the Borrower and its
Subsidiaries or (ii) the failure to pay which would not reasonably be expected
to result in a Material Adverse Change).

     

    Section
3.07.  Investment
Company Status.  The Borrower is not an “investment company” or
a company “controlled” by an “investment company” within the meaning of the
Investment Company Act of 1940, as amended.

     

    Section
3.08.  ERISA.  No ERISA
Event has occurred or is reasonably expected to occur that, when taken together
with all other ERISA Events for which liability is reasonably expected to occur,
would reasonably be expected to result in a Material Adverse
Change.


    
      
         


      

      
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    Section
3.09.  Disclosure.  The
Borrower has disclosed to the Lenders all agreements, instruments and corporate
or other restrictions to which it is subject, and all other matters known to it,
that, individually or in the aggregate, would reasonably be expected to result
in a Material Adverse Change.  All of the reports, financial
statements, certificates and other written information (other than projected
financial information) that have been made available by or on behalf of the
Borrower to the Arranger, any Agent or any Lender in connection with the
negotiation of this Agreement or any other Loan Document or delivered hereunder
or thereunder, are complete and correct in all material respects and do not
contain any untrue statement of a material fact or omit to state a material fact
necessary in order to make the statements contained therein not materially
misleading in light of the circumstances under which such statements are made;
provided that, with
respect to projected financial information, the Borrower represents only that
such information was prepared in good faith based on assumptions believed to be
reasonable at the time.

     

    Section
3.10.  Security
Documents; Subsidiary Guarantees.  The Security Documents
create valid security interests in the Collateral purported to be covered
thereby, which security interests are and will remain perfected security
interests, prior to all other Liens, other than Liens permitted under Section
6.01.  Each of the representations and warranties made by the Borrower
or any Subsidiary Guarantor in the Security Documents and Subsidiary Guarantees
to which it is a party is true and correct in all material
respects.

     

    Section
3.11.  Processing of
Receivables. In the ordinary course of its business, each Credit Party
processes its accounts receivable in a manner such that (i) each payment
received by such Credit Party in respect of accounts receivables is allocated to
a specifically identified invoice or invoices, which invoice or invoices
corresponds to a particular account receivable owing to such Credit Party and
(ii) if, at any time, less than 100% of the accounts receivable to such Credit
Party are included in a Permitted Receivables Financing, payments received in
respect of those accounts receivable included in a Permitted Receivables
Financing would be identifiable and separable from payments received in respect
of accounts receivable not so included in a Permitted Receivables
Financing.

     

    Section
3.12.  Solvency.  Immediately
after the Financing Transactions to occur on the Effective Date are consummated
and after giving effect to the application of the proceeds of each Loan made on
the Effective Date and after giving effect to the application of the proceeds of
each Loan made on any other date, (a) the fair value of the assets of the
Borrower, at a fair valuation, will exceed its debts and liabilities,
subordinated, contingent or otherwise; (b) the Borrower will be able to pay its
debts and liabilities, subordinated, contingent or otherwise, as such debts and
liabilities become absolute and matured; and (c) the Borrower will not have
unreasonably small capital with which to conduct the business in which it is
engaged as such business is now conducted and proposed to be conducted after the
Effective Date.


    
      
         


      

      
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    ARTICLE
4

    Conditions

     

    Section
4.01.  Effective
Date.  This Amended Agreement shall not become effective until
the date on which each of the following conditions is satisfied (or waived in
accordance with Section 9.02):

     

    (a)        The
Administrative Agent (or its counsel) shall have received counterparts hereof
signed by the Borrower and each Lender (or, in the case of any party as to which
an executed counterpart shall not have been received, receipt by the
Administrative Agent in form satisfactory to it of confirmation from such party
that it has executed a counterpart hereof). Delivery of an executed counterpart
of a signature page of this Amended Agreement by telecopy will be effective as
delivery of a manually executed counterpart of this Amended
Agreement.

     

    (b)        The
Administrative Agent shall have received the favorable written opinion
(addressed to the Administrative Agent and the Lenders and dated the Effective
Date) of the General Counsel or an Assistant General Counsel of the Borrower,
(i) which opinion is substantially in the form of Exhibit B and (ii) covering
such other matters relating to the Borrower, the Loan Documents or the Financing
Transactions as the Required Lenders shall reasonably request.  The
Borrower requests such counsel to deliver such opinion.

     

    (c)        The
Administrative Agent and the Collateral Agent shall have received such documents
and certificates as the Agents or their counsel may reasonably request relating
to the organization, existence and good standing of the Borrower, the
authorization for and validity of the Financing Transactions and any other
material legal matters relating to the Borrower, the Loan Documents or the
Financing Transactions, all in form and substance satisfactory to the Agents and
their counsel.

     

    (d)        The
Administrative Agent and the Collateral Agent shall have received a certificate,
dated the Effective Date and signed by the President, a Vice President or a
Financial Officer of the Borrower, confirming compliance with the conditions set
forth in clauses (b), (c) and (d) of Section 4.02.

     

    (e)        The
Borrower shall have paid all fees and other amounts due and payable to the
Lender Parties on or before the Effective Date, including, to the extent
invoiced, all out-of-pocket expenses (including fees, charges and disbursements
of counsel) required to be reimbursed or paid by the Borrower under the Loan
Documents.

     

    (f)        The
Intercreditor Agreement shall have been duly executed and delivered by each
Person party thereto.


    
      
         


      

      
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    (g)        The
Collateral and Guarantee Requirement shall have been satisfied with respect to
the Borrower and the Administrative Agent shall have received a completed
Perfection Certificate for the Borrower dated the Effective Date and signed by a
Financial Officer or other executive officer of the Borrower, together with all
attachments contemplated thereby, including the results of a search of the
Uniform Commercial Code (or equivalent) filings made with respect to the
Borrower in the jurisdictions contemplated by the Perfection Certificate and
copies of the financing statements (or similar documents) disclosed by such
search and evidence reasonably satisfactory to the Agents that the Liens
indicated by such financing statements (or similar documents) are permitted by
Section 6.01 or have been released.

     

    (h)        The
Administrative Agent and the Collateral Agent shall have received evidence
reasonably satisfactory to them that all insurance required by Section 5.05 is
in effect.

     

    Promptly
after the Effective Date occurs, the Administrative Agent shall notify the
Borrower and the Lenders thereof, and such notice shall be conclusive and
binding.  Notwithstanding the foregoing, this Amended Agreement shall
not become effective unless each of the foregoing conditions is satisfied (or
waived pursuant to Section 9.02) before 5:00 p.m., Prevailing Eastern Time, on
June 30, 2009.  Upon the Effective Date, the Existing Credit Agreement
shall be amended and restated to read in its entirety as set forth in this
Amended Agreement; provided that the rights and
obligations of the parties hereto with respect to periods prior to the Effective
Date shall be governed by the Existing Credit Agreement.  Upon the
Effective Date, automatically and without further action by any party hereto,
the Commitment of Woodlands Commercial Bank (f/k/a Lehman Brothers Commercial
Bank) shall be terminated and all accrued fees and other amounts payable
hereunder for the account of Woodlands Commercial Bank shall be due and
payable.

     

    Section
4.02.  Conditions to
Initial Utilization and Each Subsequent Utilization.  The
obligation of each Lender to make a Loan on the occasion of any Borrowing
(including the initial Borrowing) and the obligation of the LC Issuing Bank to
issue, amend, renew or extend any Letter of Credit (including the initial Letter
of Credit), are each subject to receipt of the Borrower’s request therefor in
accordance herewith and to the satisfaction of the following
conditions:

     

    (a)        The
Effective Date shall have occurred.

     

    (b)        Immediately
before and after giving effect to such Borrowing or the issuance, amendment,
renewal or extension of such Letter of Credit, as applicable, no Default shall
have occurred and be continuing.

     

    
      
         


      

      
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      (c)        The
representations and warranties of the Borrower set forth in the Loan Documents
shall be true on and as of the date of such Borrowing or the date of issuance,
amendment, renewal or extension of such Letter of Credit, as
applicable.

    

     

    (d)        Immediately
after such Borrowing is made, or such Letter of Credit is issued, amended,
renewed or extended, as applicable, the Total Outstanding Amount will not exceed
the Maximum Facility Availability.

     

    Each
Borrowing and each issuance, amendment, renewal or extension of a Letter of
Credit shall be deemed to constitute a representation and warranty by the
Borrower on the date thereof as to the matters specified in clauses (b), (c) and
(d) of this Section.

     

    ARTICLE
5

    Affirmative
Covenants

     

    Until all
the Commitments have expired or terminated and the principal of and interest on
each Loan and all fees payable hereunder have been paid in full and all Letters
of Credit have expired or been cancelled and all LC Disbursements have been
reimbursed, the Borrower covenants and agrees with the Lenders
that:

     

    Section
5.01.  Financial
Statements and Other Information.  (a) The Borrower will
furnish to the Administrative Agent (for delivery to each Lender):

     

    (i)      as
soon as available and in any event within 90 days after the end of each Fiscal
Year, its audited consolidated balance sheet as of the end of such Fiscal Year
and the related statements of income and cash flows for such Fiscal Year,
setting forth in each case in comparative form the figures for the previous
Fiscal Year, all reported on by PricewaterhouseCoopers LLC or another
“registered public accounting firm” as defined in Section 2 of the
Sarbanes-Oxley Act of 2002 (without a “going concern” or like qualification or
exception and without any qualification or exception as to the scope of such
audit except as permitted by the Exchange Act and the regulations promulgated
thereunder) as presenting fairly in all material respects the financial
position, results of operations and cash flows of the Borrower and its
consolidated Subsidiaries on a consolidated basis in accordance with
GAAP;


    
      
         


      

      
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    (ii)     as
soon as available and in any event within 45 days after the end of each of the
first three Fiscal Quarters of each Fiscal Year, its consolidated balance sheet
as of the end of such Fiscal Quarter and the related statement of income for
such Fiscal Quarter and statements of income and cash flows for the then elapsed
portion of such Fiscal Year, setting forth in each case in comparative form the
figures for the corresponding period or periods of (or, in the case of the
balance sheet, as of the end of) the previous Fiscal Year, all certified by a
Financial Officer as (x) reflecting all adjustments (which adjustments are
normal and recurring unless otherwise disclosed) necessary for a fair
presentation of the results for the period covered and (y) having been prepared
in accordance with the applicable rules of the SEC;

     

    (iii)    as
soon as available and in any event within 30 days after the end of each fiscal
month (x) its shipment and average selling price data for such month and for the
then elapsed portion of the Fiscal Year and (y) the additional monthly financial
information described in (and substantially in the form of) Schedule 5.01,
certified as to accuracy by a Financial Officer;

     

    (iv)    concurrently
with each delivery of financial statements under clause (i) or (ii), a
certificate of a Financial Officer (x) certifying as to whether a Default has
occurred and is continuing and, if a Default has occurred and is continuing,
specifying the details thereof and any action taken or proposed to be taken with
respect thereto, (y) setting forth reasonably detailed calculations
demonstrating compliance with the applicable provisions of Section 6.03 and (z)
identifying any change(s) in GAAP or in the application thereof that have become
effective since the date of, and have had an effect on, the Borrower’s most
recent audited financial statements referred to in Section 3.04 or delivered
pursuant to this Section (and, if any such change has become effective,
specifying the effect of such change on the financial statements accompanying
such certificate);

     

    (v)     no
later than 45 days after the beginning of each Fiscal Year, a forecast of the
following for each Fiscal Quarter of such Fiscal Year: (A) estimates of
operating income, depreciation, EBITDA, interest expense, operating cash flow,
Capital Expenditures and cash balances, (B) the amounts expected to be
outstanding under the Effective Date Receivables Financing and this Agreement
and (C) estimates of Eligible Inventory;

     

    (vi)    promptly
after the same become publicly available, copies of all periodic and other
material reports and proxy statements filed by the Borrower or any Subsidiary
with the SEC, or any Governmental Authority succeeding to any or all of the
functions of the SEC;

     

    (vii)   promptly
upon the effectiveness of any material amendment or modification of, or any
waiver of the rights of the Borrower or any of its Subsidiaries under any
document evidencing any Permitted Receivables Financing, written notice of such
amendment, modification or waiver describing in reasonable detail the purpose
and substance thereof;


    
      
         


      

      
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    (viii)  written notice
of any change in the Borrower’s Senior Debt Ratings by either Moody’s or
S&P; and

     

    (ix)     promptly
following any request therefor, such other information regarding the operations,
business affairs and financial condition of the Borrower and its Subsidiaries,
or compliance with the terms of any Loan Document, as the Administrative Agent
or any Lender may reasonably request.

     

    Information
required to be delivered pursuant to this Section 5.01(a) shall be deemed to
have been delivered on the date on which the Borrower provides notice to the
Administrative Agent that such information has been posted on the Borrower’s
website on the Internet at the website address listed on the signature pages
hereof, at http://sec.gov/idea/searchidea/companysearch_idea.html
or at another website identified in such notice and accessible by the Lenders
without charge; provided that (i) such notice
may be included in a certificate delivered pursuant to Section 5.01(a)(iv) and
(ii) the Borrower shall deliver paper copies of the information referred to in
Section 5.01(a)(i), Section 5.01(a)(ii) and Section 5.01(a)(vi) to the
Administrative Agent for any Lender which requests such delivery.

     

    (b)        Borrowing Base
Reports.  The Borrower will furnish to the Administrative Agent
and the Collateral Agent (and the Administrative Agent shall thereafter deliver
to each Lender):

     

    (i)      as
soon as available and in any event within 20 days after the last day of each
calendar month (beginning no later than the month ended August 31, 2009) , a
completed Borrowing Base Certificate (accompanied by supporting documentation
and supplemental reporting) calculating and certifying the Borrowing Base as of
the end of such calendar month, signed on behalf of the Borrower by a Financial
Officer and in form and substance satisfactory to the Collateral Agent; provided that if the Borrower
elects a Borrowing Base Effective Date earlier than September 30, 2009, the
Borrower shall deliver a Borrowing Base Certificate beginning with the most
recent month then ended; and provided, further that such
Borrowing Base Certificate (accompanied by supporting documentation and
supplemental reporting) shall be furnished to the Administrative Agent and the
Collateral Agent as soon as available and in any event within two Business Days
after the end of each period of  two calendar weeks (each such
biweekly period deemed, for purposes hereof, to end on a Friday) at the end of
which the Average Facility Availability is less than the greater of (x) 20% of
the total aggregate Commitments and (y) $150,000,000; and


    
      
         


      

      
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    (ii)     within
two Business Days of any request therefor, such other information in such detail
concerning the amount, composition and manner of calculation of the Borrowing
Base as any Lender may reasonably request.

     

    (c)        The
Borrower will furnish to the Administrative Agent and each Lender prompt written
notice of the following:

     

    (i)      the
occurrence of any Default;

     

    (ii)     the
filing or commencement of any action, suit or proceeding by or before any
arbitrator or Governmental Authority against or affecting the Borrower or any
Subsidiary that, if adversely determined, would reasonably be expected to result
in a Material Adverse Change;

     

    (iii)    the
occurrence of any ERISA Event that, alone or together with any other ERISA
Events that have occurred, would reasonably be expected to result in a Material
Adverse Change; and

     

    (iv)    any
other development that results in, or would reasonably be expected to result in,
a Material Adverse Change.

     

    Each
notice delivered under this subsection shall be accompanied by a statement of a
Financial Officer or other executive officer of the Borrower setting forth the
details of the event or development requiring such notice and any action taken
or proposed to be taken with respect thereto.

     

    Section
5.02.  Information
Regarding Collateral.  (a) The Borrower will furnish or cause
to be furnished to the Administrative Agent and the Collateral Agent prompt
written notice of any change in (i) any Credit Party’s corporate name or any
trade name used to identify such Credit Party in the conduct of its business or
any Credit Party’s jurisdiction of organization, chief executive office, its
principal place of business, or any office or facility at which Collateral owned
by it is located (including the establishment of any such new office or
facility), (ii) any Credit Party’s identity or corporate structure, (iii) any
Credit Party’s State Organizational Identification Number (or Charter Number)
and (iv) any Credit Party’s Federal Taxpayer Identification
Number.  The Borrower will not effect or permit any change referred to
in the preceding sentence unless all filings have been made under the Uniform
Commercial Code and all other actions have been taken that are required so that
such change will not at any time adversely affect the validity, perfection or
priority of any Transaction Lien on any of the Collateral.  The
Borrower will also promptly notify the Administrative Agent and the Collateral
Agent if any material portion of the Collateral is damaged or
destroyed.


    
      
         


      

      
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    (b)        Each
year, at the time annual financial statements with respect to the preceding
Fiscal Year are delivered pursuant to Section 5.01(a)(i), the Borrower will
deliver to the Administrative Agent and the Collateral Agent a certificate of a
Financial Officer and the chief legal officer (or other in-house counsel) of the
Borrower (i) setting forth the information required pursuant to paragraphs 1 and
2 of the Perfection Certificate with respect to each Credit Party or confirming
that there has been no change in such information since the date of the
Perfection Certificate delivered on the Effective Date or the date of the most
recent certificate delivered pursuant to this subsection and (ii) certifying
that all Uniform Commercial Code financing statements (including fixture
filings, as applicable) or other appropriate filings, recordings or
registrations, including all refilings, rerecordings and reregistrations,
containing a description of the Collateral have been filed of record in each
appropriate office in each jurisdiction identified pursuant to clause (i) above
to the extent necessary to protect and perfect the Transaction Liens for a
period of at least 18 months after the date of such certificate (except as noted
therein with respect to any continuation statements to be filed within such
period).

     

    (c)        The
Borrower will furnish to the Administrative Agent and the Collateral Agent
prompt written notice of the occurrence of any “Termination Event” (as defined
in the Effective Date Receivables Financing).  From and after the
occurrence of any such Termination Event, the Borrower shall furnish to the
Administrative Agent and the Collateral Agent a daily written report reflecting
then-current amortization of the Effective Date Receivables
Financing.  On any date when the Effective Date Receivables Financing
shall have terminated and the payment of all obligations owing by the Borrower
and its Subsidiaries in respect thereof shall have been paid in full, the
Borrower shall provide prompt written notice thereof to the Administrative Agent
and the Collateral Agent.

     

    (d)        Upon
the request of any Lender, the Borrower will furnish to the Collateral Agent
copies of any servicer reports that have been furnished to The Bank of Nova
Scotia, in its capacity as agent, under the Effective Date Receivables
Financing.

     

    Section
5.03.  Existence;
Conduct of Business.  The Borrower will, and will cause each of
its Subsidiaries to, do or cause to be done all things necessary to preserve,
renew and keep in full force and effect its legal existence and the rights,
licenses, permits, privileges, franchises, patents, copyrights, trademarks and
trade names material to the conduct of its business; provided that the foregoing
shall not prohibit (i) any merger, consolidation, liquidation or dissolution
involving the Borrower which is expressly permitted under Section 6.02 or (ii)
any other transaction which would not reasonably be expected to result in a
Material Adverse Change.


    
      
         


      

      
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    Section
5.04.  Maintenance
of Properties.  The Borrower will, and will cause each of its
Subsidiaries to, maintain all property material to the conduct of its business
in good working order and condition, ordinary wear and tear
excepted.

     

    Section
5.05.  Insurance.  (a) The
Borrower and each of the Subsidiary Guarantors will maintain, at its (or their)
sole cost and expense, insurance coverage (i)  no less than the coverage
described in Schedule 5.05 and (ii) otherwise with financially sound and
reputable insurers (either with (A) a minimum A. M. Best rating of A-VII,
provided, however, that if the insurance is provided by Borrower’s captive
insurance company the minimum rating only applies to the reinsurers or (B) with
such other insurers as shall be reasonably acceptable to the Administrative
Agent and the Collateral Agent) in such amounts, and with such deductibles, as
are set forth on Schedule 5.05 hereof.  If at any time the Borrower
becomes aware that conditions and circumstances may have a material adverse
effect on its ability to maintain (or cause to be maintained) such insurance
coverage with the deductibles shown on Schedule 5.05 at favorable premiums, it
shall immediately advise the Administrative Agent and the Collateral Agent in
writing; provided that
such notice must be given prior to the expiration of the relevant existing
policy.  Such notice shall include copies of any proposals from
insurers regarding the insurance coverage in question as well as the Borrower’s
recommendations with respect thereto.  The Administrative Agent shall
promptly advise the Borrower of the requirements of the Administrative Agent
(which requirements shall be determined in good faith by mutual agreement among
the Administrative Agent and the Collateral Agent) regarding such insurance
coverage, and the Borrower shall undertake all reasonable efforts to adhere to
such requirements. If the Borrower fails to obtain or maintain the insurance
coverage required pursuant to this Section 5.05 or to pay all premiums relating
thereto, the Collateral Agent may at any time or times thereafter obtain and
maintain such required insurance coverage and pay such premiums and take such
other actions with respect thereto that the Collateral Agent deem reasonably
advisable. The Collateral Agent shall not have any obligation to obtain
insurance for the Borrower or any of its Subsidiaries or to pay any premiums
therefor.  By doing so, the Collateral Agent shall not be deemed to
have waived any Default arising from failure of the Borrower to maintain (or
cause to be maintained) such insurance or to pay (or cause to be paid) any
premiums therefor.  All sums so disbursed, including reasonable
attorneys’ fees, court costs and other charges related thereto, shall be payable
on demand by the Borrower to the Administrative Agent and shall be additional
obligations hereunder secured by the Collateral.  The Collateral Agent
reserve the right at any time upon any change in the Borrower’s risk profile to
require additional insurance coverages and limits of insurance to, in such
Agents’ reasonable opinion, adequately protect the interests of the Lender
Parties in all or any portion of the Collateral.


    
      
         


      

      
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    (b)        Property
damage policies maintained with respect to any Collateral shall be endorsed or
otherwise amended to include (i) a lenders’ loss payable clause, in each
case in favor of the Collateral Agent and providing for losses thereunder to be
payable to the Collateral Agent or its designee as loss payee and (ii) a
provision to the effect that none of the Administrative Agent and the Collateral
Agent nor any other Lender Party shall be a coinsurer. Commercial general
liability policies shall be endorsed to name the Collateral Agent as an
additional insured.  Each such policy referred to in this subsection
also shall provide that it shall not be canceled, modified or not renewed
(x) by reason of nonpayment of premium except upon at least 10 days’ prior
written notice thereof by the insurer to the Collateral Agent (giving the
Collateral Agent the right to cure defaults in the payment of premiums) or
(y) for any other reason except upon at least 30 days’ prior written notice
thereof by the insurer to the Collateral Agent. The Borrower shall deliver to
the Collateral Agent, prior to the cancellation, modification or nonrenewal of
any such policy of insurance, a copy of a renewal or replacement policy (or
other evidence of renewal of a policy previously delivered to the Collateral
Agent) together with evidence reasonably satisfactory to the Collateral Agent of
payment of the premium therefor.

     

    Section
5.06.  Casualty and
Condemnation.  The Borrower will furnish to the Administrative
Agent, the Collateral Agent and the Lenders prompt written notice of any
casualty or other insured damage to any material portion of the Collateral or
the commencement of any action or proceeding for the taking of any Collateral or
any part thereof or interest therein under power of eminent domain or by
condemnation or similar proceeding.

     

    Section
5.07.  Proper
Records; Rights to Inspect and Appraise.  (a) The Borrower
will, and will cause each of its Subsidiaries to, keep proper books of record
and account in which complete and correct entries are made of all transactions
relating to its business and activities.  The Borrower will, and will
cause each of its Subsidiaries to, permit any representatives designated by the
Administrative Agent, the Collateral Agent or any Lender, at reasonable times
and upon reasonable prior notice, to visit and inspect its properties, to
examine and make extracts from its books and records, and to discuss its
affairs, finances and condition with its officers and independent accountants,
all at such reasonable times and as often as reasonably
requested.  Any representatives of the Administrative Agent or any
Lender shall comply with the Borrower’s rules regarding safety and security
while visiting the Borrower’s facilities.

     

    (b)        The
Borrower will, and will cause each of its Subsidiaries to, take all actions as
shall be necessary or advisable to afford the Collateral Agent, the
Administrative Agent and their designated representatives the opportunity to
complete all such field exams and receive all such inventory appraisals from
such independent appraisers as they deem reasonably necessary or desirable
within 30 calendar days after the Effective Date (or such longer period as may
be requested by the Collateral Agent).


    
      
         


      

      
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    (c)        The
Borrower will, and will cause each of its Subsidiaries to, permit the Collateral
Agent and any representatives designated by it (including any consultants,
accountants, lawyers and appraisers retained by the Collateral Agent) to conduct
collateral reviews and evaluations and appraisals of the assets included in the
Borrowing Base and the Borrower’s computation of the Borrowing Base, all at such
reasonable times and as often as reasonably requested.  The Borrower
shall pay the documented fees and expenses of employees of the Collateral Agent
(including reasonable and customary internally allocated fees of such employees
incurred in connection with periodic collateral evaluations and internally
allocated monitoring fees associated with the Collateral Agent’s “collateral
agent services group” or similar body), and the documented fees and expenses of
any representatives (including any inventory appraisal firm) retained by the
Collateral Agent to conduct any such inventory evaluation or appraisal, in
respect of (i) up to two such collateral reviews performed by the Collateral
Agent in any calendar year and up to two such inventory appraisals in any
calendar year at any time when the Average Facility Availability is greater than
or equal to $150,000,000, (ii) up to three such collateral reviews
performed by the Collateral Agent in any calendar year and up to three such
inventory appraisals in any calendar year at any time when the Average Facility
Availability is less than $150,000,000, (iii) any number of such collateral
reviews performed by the Collateral Agent and any number of such inventory
appraisals during the continuance of a Default or Event of Default, and (iv) any
number of additional appraisals of the assets included in the Borrowing Base,
all at such times and as often as reasonably requested, if the Collateral Agent,
in its good faith judgment, reasonably believe that any circumstance or event
(including, without limitation, a decline in steel prices) has materially
affected the value of the Borrowing Base.  The Collateral Agent and
any representative designated by it to conduct such collateral reviews,
evaluations and appraisals shall, during any review, inspection or other
activity performed at any of the Borrower’s or any other Credit Party’s plant
sites, (x) be accompanied at all times by a plant safety representative (and the
Borrower hereby agrees to cause such a plant safety representative to be
available for such purpose at such reasonable hours as may be requested and upon
reasonable prior notice) and (y) comply at all times with the Borrower’s or such
other Credit Party’s rules regarding safety and security to the extent that the
Collateral Agent or representative has been notified of such
rules.  In connection with any collateral monitoring or review and
appraisal relating to the computation of the Borrowing Base, the Borrower shall
make adjustments to the Borrowing Base (which may include maintaining additional
reserves or modifying the eligibility criteria for components of the Borrowing
Base) to the extent required by the Collateral Agent or the Required Lenders as
a result of any such monitoring, review or appraisal.  The Collateral
Agent shall furnish to the Administrative Agent (for delivery to each Lender) a
copy of the final written collateral review or appraisal report prepared in
connection with such monitoring, review or appraisal.


    
      
         


      

      
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    Section
5.08.  Compliance
with Laws.  The Borrower will, and will cause each of its
Subsidiaries to, comply with all laws, rules, regulations and orders of any
Governmental Authority (including all Environmental Laws and ERISA and the
respective rules and regulations thereunder) applicable to it or its property,
other than such laws, rules or regulations (a) the validity or applicability of
which the Borrower or any Subsidiary is contesting in good faith by appropriate
proceedings or (b) the failure to comply with which would not reasonably be
expected to result in a Material Adverse Change.

     

    Section
5.09.  Use of
Proceeds and Letters of Credit.  The proceeds of the Loans will
be used for the general corporate purposes (including working capital needs) of
the Borrower.  No part of the proceeds of any Loan will be used,
directly or indirectly, for any purpose that entails a violation of any of the
Regulations of the Federal Reserve Board, including Regulations T, U and
X.  Letters of Credit will be requested and used only to finance the
general corporate purposes (including working capital needs) of the Borrower,
and will not be used, whether directly or indirectly, for any purpose that
entails a violation of any of the Regulations of the Federal Reserve Board,
including regulations T, U and X.

     

    Section
5.10.  Further
Assurances.  (a) The Borrower will and will cause each other
Credit Party to execute and deliver any and all further documents, financing
statements, agreements and instruments, and take all such further actions
(including the filing and recording of financing statements and other
documents), that may be required under any applicable law, or that the
Administrative Agent, the Collateral Agent or the Required Lenders may
reasonably request, to cause the Collateral and Guarantee Requirement to be and
remain satisfied, all at the Borrower’s expense.  The Borrower will
provide to the Collateral Agent, from time to time upon request, evidence
reasonably satisfactory to the Collateral Agent as to the perfection and
priority of the Transaction Liens created or intended to be created by the
Security Documents.

     

    (b)        If,
on the date when all of the Commitments are terminated (whether pursuant to
Section 2.10 or otherwise), any Letter of Credit remains outstanding, the
Borrower shall deposit in the Cash Collateral Account on such date an amount in
cash equal to 102% of the total LC Exposure as of such date plus any accrued and
unpaid interest thereon.  Any amount so deposited (including any
earnings thereon) will be withdrawn from the Cash Collateral Account by the
Administrative Agent and applied to pay LC Reimbursement Obligations as they
become due; provided
that at such time as all outstanding Letters of Credit have expired, and all LC
Reimbursement Obligations (plus accrued and unpaid interest thereon) have been
paid in full, such amount, to the extent not therefore applied, shall be
returned to the Borrower.


    
      
         


      

      
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    Section
5.11.  Amendments to
Effective Date Receivables Financing.  The Borrower shall
provide the Administrative Agent and the Collateral Agent with written notice
(containing reasonable detail as to the substance of) any proposed amendment,
modification or other change to, and any consent to a departure from, the terms
or provisions of the Effective Date Receivables Financing. The Borrower shall
not, without the prior written consent of the Required Lenders, amend, modify or
otherwise change or obtain a consent to a departure from (i) the definitions of
“USS Credit Agreement” or “USS Security Agreement” contained in the Receivables
Purchase Agreement (including any replacement thereof) or (ii) any other
provision of (including by the addition of a provision to) the Effective Date
Receivables Financing that could reasonably be expected to impair the interests
of the Lender Parties in the Collateral.

     

    ARTICLE
6

    Negative
Covenants

     

    Until all
the Commitments have expired or terminated and the principal of and interest on
each Loan and all fees payable hereunder have been paid in full and all Letters
of Credit have expired or been cancelled and all LC Disbursements have been
reimbursed, the Borrower covenants and agrees with the Lenders
that:

     

    Section
6.01.  Liens.  The
Borrower will not, and will not permit any of its Subsidiaries to, create or
permit to exist any Lien on any property now owned or hereafter acquired by it,
or assign or sell any income or revenues (including accounts receivable) or
rights in respect of any thereof, except:

     

    (a)        Permitted
Liens;

     

    (b)        any
Lien on any property of the Borrower or any Subsidiary existing on the date
hereof and (in the case of any such Lien that (x) secures Debt or (y) arises
outside the ordinary course of business) listed in Schedule 6.01; provided that (i) such Lien
shall not apply to any other property of the Borrower or any Subsidiary and (ii)
such Lien shall secure only those obligations which it secures on the date
hereof and extensions, renewals and replacements thereof that do not increase
the outstanding principal amount thereof;

     

    (c)        any
Lien existing on any property or asset before the acquisition thereof by the
Borrower or any Subsidiary or existing on any property or asset of any Person
that first becomes a Subsidiary after the date hereof before the time such
Person becomes a Subsidiary; provided that (i) such Lien
is not initially created in contemplation of or in connection with such
acquisition or such Person becoming a Subsidiary, as the case may be, (ii) such
Lien will not apply to any other property or asset of the Borrower or any
Subsidiary and (iii) such Lien will secure only those obligations which it
secures on the date of such acquisition or the date such Person first becomes a
Subsidiary, as the case may be, and extensions, renewals and replacements
thereof that do not increase the outstanding (or committed) principal amount
thereof;


    
      
         


      

      
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    (d)        Liens
on fixed or capital assets acquired, constructed or improved by the Borrower or
any Subsidiary; provided that (i) such Liens
and the Debt secured thereby are incurred before or within 180 days after such
acquisition or the completion of such construction or improvement, (ii) the Debt
secured thereby does not exceed 100% of the cost of acquiring, constructing or
improving such fixed or capital assets and (iii) such Liens will not apply to
any other property of the Borrower or any Subsidiary;

     

    (e)        Liens
to secure a Debt owing to the Borrower or a Subsidiary;

     

    (f)        any
Lien arising out of the refinancing, extension, renewal or refunding of any Debt
secured by a Lien permitted by any of clause (c), (d) or (e) of this Section;
provided that such Debt
is not increased (except by the amount of fees, expenses and premiums required
to be paid in connection with such refinancing, extension, renewal or refunding)
and is not secured by any additional assets;

     

    (g)        Liens
securing Debt arising out of, and sales of accounts receivable as part of, a
Permitted Receivables Financing;

     

    (h)        Liens
securing Industrial Revenue Bond Obligations issued for the benefit of the
Borrower;

     

    (i)     
   Liens on assets of Foreign Subsidiaries securing obligations
of Foreign Subsidiaries;

     

    (j)        
Liens not otherwise permitted by the foregoing clauses of this Section 6.01 on
assets other than Inventory of the Borrower or a Domestic Subsidiary; provided that neither the
aggregate book value of the assets subject to such Liens nor the aggregate
principal amount of Debt and other obligations secured thereby shall exceed 10%
of Consolidated Net Tangible Assets (in each case determined at the time of
incurrence); and

     

    (k)        Liens
granted by the Borrower or any Subsidiary Guarantor pursuant to the Loan
Documents.


    
      
         


      

      
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    Section
6.02.  Fundamental
Changes.  The Borrower will not (i) consolidate or merge with
or into any other Person or (ii) sell, lease or otherwise transfer, directly or
indirectly, all or substantially all of the assets of the Borrower and its
Subsidiaries, taken as a whole, to any other Person; provided that the Borrower
may permit any corporation to be merged into the Borrower or may consolidate
with or merge into or sell or otherwise (except by lease) dispose of its assets
as an entirety or substantially as an entirety to any solvent corporation
organized in the United States of America which expressly assumes in writing
reasonably satisfactory to the Administrative Agent the due and punctual payment
of the principal of and interest on the Loans and the due and punctual
performance of the obligations of the Borrower hereunder and under any
promissory note delivered pursuant to Section 2.17(d) hereunder, if (x) after
giving effect to such consolidation, merger or other disposition, no Default
shall have occurred and be continuing and (y) any such disposition shall not
release the corporation that originally executed this Agreement as the borrower
from its liability as obligor hereunder or under any promissory note delivered
pursuant to Section 2.17(d) hereunder.

     

    Section
6.03.  Financial
Covenants.  (a) Before the Borrowing Base Effective Date, the
Borrower will not permit (i) the Interest Coverage Ratio to be less than
2.00:1.00 and (ii) the Leverage Ratio at any time to be more than
3.25:1.00.

     

    (b)        On
and after the Borrowing Base Effective Date, the Borrower will not permit the
Fixed Charge Coverage Ratio to be less than 1.10:1.00; provided that compliance with
this Section 6.03(b) shall be required only at such times as Facility
Availability is less than the greater of (x) 15% of the total aggregate
Commitments and (y) $112,500,000.

     

    ARTICLE
7

    Events
of Default

     

    If any of
the following events (“Events
of Default”) shall occur:

     

    (a)        the
Borrower shall fail to pay any principal of any Loan or any LC Reimbursement
Obligation when the same shall become due, whether at the due date thereof or at
a date fixed for prepayment thereof or otherwise;

     

    (b)        the
Borrower shall fail to pay when due any interest on any Loan or any fee or other
amount (except an amount referred to in clause (a)) payable under any Loan
Document, and such failure shall continue unremedied for a period of five
Business Days;


    
      
         


      

      
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    (c)        any
representation, warranty or certification made or deemed made by or on behalf of
the Borrower in or in connection with any Loan Document or any amendment or
modification thereof or waiver thereunder, or in any report, certificate,
financial statement or other document furnished pursuant to or in connection
with any Loan Document or any amendment or modification thereof or waiver
thereunder, shall prove to have been incorrect when made or deemed made and, if
the circumstances giving rise to such false or misleading representation or
warranty are susceptible to being cured in all material respects, such false or
misleading representation or warranty shall not be cured in all material
respects for five days after the earlier to occur of (i) the date on which an
officer of the Borrower shall obtain knowledge thereof or (ii) the date on which
written notice thereof shall have been given to the Borrower by the
Administrative Agent;

     

    (d)        the
Borrower shall fail to observe or perform (i) any covenant or agreement
contained in Section 5.01(c), Section 5.02(c), Sections 5.04 through 5.06,
Sections 5.09 through 5.11 or in Article 6 or (ii) Section 5.01(a)(i) or
(ii), if at the time compliance with Section 6.03(b)is required;

     

    (e)        the
Borrower shall fail to observe or perform (i) any covenant or agreement
contained in Section 5.01(b) or Section 5.02(d) and such failure shall continue
for three days after the earlier of notice of such failure to the Borrower from
the Administrative Agent or knowledge of such failure by an officer of the
Borrower, or (ii) any covenant or agreement contained in Section 5.01(a)(iii),
Sections 5.01(a)(v) through 5.01(a)(viii), Section 5.02(a) or Section
5.02(b) and such failure shall continue for 10 days after the earlier of notice
of such failure to the Borrower from the Administrative Agent or knowledge of
such failure by an officer of the Borrower;

     

    (f)        the
Borrower shall fail to observe or perform any provision of any Loan Document
(other than those failures covered by clauses (a), (b), (d) and (e) of this
Article 7) and such failure shall continue for 30 days after the earlier of
notice of such failure to the Borrower from the Administrative Agent or
knowledge of such failure by an officer of the Borrower;

     

    (g)        the
Borrower or any of its Subsidiaries shall fail to make a payment or payments
(whether of principal or interest and regardless of amount) in respect of any
Material Debt when the same shall become due or within any applicable grace
period;

     

    (h)        any
event or condition occurs that (i) results in acceleration of the maturity of
any Material Debt or (ii) enables or permits the holder or holders of Material
Debt or any trustee or agent on its or their behalf to cause any Material Debt
to become due, or to require the prepayment, repurchase, redemption or
defeasance thereof, before its scheduled maturity but in the case of any event
described in this clause (ii), only after the lapse of a cure period, equal to
the greater of five Business Days or the cure period specified in the instrument
governing such Material Debt;


    
      
         


      

      
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    (i)      an
involuntary proceeding shall be commenced or an involuntary petition shall be
filed seeking (i) liquidation, reorganization or other relief in respect of the
Borrower or any of its Significant Subsidiaries or its debts, or of a
substantial part of its assets, under any Federal, state or foreign bankruptcy,
insolvency, receivership or similar law now or hereafter in effect or (ii) the
appointment of a receiver, trustee, custodian, sequestrator, conservator or
similar official for the Borrower or any of its Significant Subsidiaries or for
a substantial part of its assets, and, in any such case, such proceeding or
petition shall continue undismissed for 60 days or an order or decree approving
or ordering any of the foregoing shall be entered;

     

    (j)      the
Borrower or any of its Significant Subsidiaries shall (i) voluntarily commence
any proceeding or file any petition seeking liquidation, reorganization or other
relief under any Federal, state or foreign bankruptcy, insolvency, receivership
or similar law now or hereafter in effect, (ii) consent to the institution of,
or fail to contest in a timely and appropriate manner, any proceeding or
petition described in clause (i), (iii) apply for or consent to the appointment
of a receiver, trustee, custodian, sequestrator, conservator or similar official
for any the Borrower or any of its Significant Subsidiaries or for a substantial
part of its assets, (iv) file an answer admitting the material allegations of a
petition filed against it in any such proceeding, (v) make a general assignment
for the benefit of creditors or (vi) take any action for the purpose of
effecting any of the foregoing;

     

    (k)        the
Borrower or any of its Significant Subsidiaries shall become unable, admit in
writing its inability or fail generally to pay its debts as they become
due;

     

    (l)        
one or more judgments for the payment of money in an aggregate amount exceeding
$100,000,000 shall be rendered against the Borrower or any of its Significant
Subsidiaries and shall remain undischarged for a period of 30 consecutive days
during which execution shall not be effectively stayed, or any action shall be
legally taken by a judgment creditor to attach or levy upon any asset of the
Borrower or any of its Significant Subsidiaries to enforce any such
judgment;

     

    (m)        an
ERISA Event shall have occurred that, in the opinion of the Required Lenders,
when taken together with all other ERISA Events that have occurred, would
reasonably be expected to result in a Material Adverse Change;

     

    (n)        any
Lien purported to be created under any Security Document shall cease to be, or
shall be asserted by any Credit Party not to be, a valid and perfected Lien on
all or a substantial part of the Collateral, with the priority required by the
applicable Security Document, except as a result of (i) a sale or other
disposition of the applicable Collateral in a transaction permitted under the
Loan Documents or (ii) a permitted release of the applicable Collateral in
accordance with the terms of the Loan Documents;


    
      
         


      

      
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    (o)        the
Effective Date Receivables Financing (or any replacement Receivables Financing
entered into in accordance with this Agreement and on terms satisfactory to the
Administrative Agent) shall have been terminated, whether voluntarily or
otherwise; provided
that any such termination of the Effective Date Receivables Financing (or any
such replacement Receivables Financing) shall not constitute an Event of Default
hereunder if (a) the Effective Date Receivables Financing (or such replacement
Receivables Financing) has been replaced with another Receivables Financing on
terms satisfactory to the Administrative Agent or (b) the Average Facility
Availability (calculated on the date of termination of the Effective Date
Receivables Financing) is equal to or greater than the greater of (x) 15% of the
total aggregate Commitments and (y) $112,500,000 (calculated immediately before
giving effect to its termination); or

     

    (p)        any
Subsidiary Guarantee of a Subsidiary Guarantor shall cease for any reason to be
in full force and effect, unless such Subsidiary Guarantee is released pursuant
to the release provisions contained therein;

     

    then, and
in every such event (except an event with respect to the Borrower described in
clause (i) or (j) above), and at any time thereafter during the continuance of
such event, the Administrative Agent may, and at the request of the Required
Lenders shall, by notice to the Borrower, take either or both of the following
actions, at the same or different times:  (i) terminate the
Commitments, and thereupon the Commitments shall terminate immediately, and (ii)
declare the Loans then outstanding to be due and payable in whole (or in part,
in which case any principal not so declared to be due and payable may thereafter
be declared to be due and payable), and thereupon the principal of the Loans so
declared to be due and payable, together with accrued interest thereon and all
fees and other obligations of the Borrower accrued hereunder, shall become due
and payable immediately, without presentment, demand, protest or other notice of
any kind, all of which are waived by the Borrower; and in the case of any event
with respect to the Borrower described in clause (i) or (j) above, the
Commitments shall automatically terminate and the principal of the Loans then
outstanding, together with accrued interest thereon and all fees and other
obligations of the Borrower accrued hereunder, shall automatically become due
and payable, without presentment, demand, protest or other notice of any kind,
all of which are waived by the Borrower.  Additionally, and without
limiting the generality of the foregoing, on each Business Day during a Sweep
Period (as defined in the Borrower Security Agreement), the Collateral Agent
shall apply funds on deposit in the Cash Collateral Account in accordance with
Section 5(f) of the Borrower Security Agreement.


    
      
         


      

      
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    ARTICLE
8

    The
Agents

     

    Section
8.01.  Appointment
and Authorization.  Each Lender irrevocably appoints and
authorizes each Agent to take such action as agent on its behalf and to exercise
such powers under the Loan Documents as are delegated to such Agent by the terms
hereof or thereof, together with all such powers as are reasonably incidental
thereto.

     

    Section
8.02.  Administrative Agent
and Affiliates.  JPMorgan Chase Bank, N.A. shall have the same
rights and powers under this Agreement as any other Lender and may exercise or
refrain from exercising the same as though it were not the Administrative Agent
or the Collateral Agent, and JPMorgan Chase Bank, N.A. and its affiliates may
accept deposits from, lend money to, and generally engage in any kind of
business with the Borrower or any Subsidiary or affiliate of the Borrower as if
it were not the Administrative Agent or the Collateral Agent
hereunder.

     

    Section
8.03.  Action by
Administrative Agent.  The obligations of each Agent hereunder
are only those expressly set forth herein.  Without limiting the
generality of the foregoing, none of the Agents shall be required to take any
action with respect to any Default, except as expressly provided in Article
7.

     

    Section
8.04.  Consultation
with Experts.  The Agents may consult with legal counsel (who
may be counsel for the Borrower), independent public accountants and other
experts selected by it and shall not be liable for any action taken or omitted
to be taken by it in good faith in accordance with the advice of such counsel,
accountants or experts.

     

    Section
8.05.  Liability of
Administrative Agent. None of the Agents nor any of their respective
affiliates nor any of their respective directors, officers, agents, or employees
shall be liable for any action taken or not taken by it in connection herewith
(i) with the consent or at the request of the Required Lenders or such other
number of Lenders as may be expressly required hereunder or (ii) in the absence
of its own gross negligence or willful misconduct.  None of the Agents
nor any of their respective affiliates nor any of their respective directors,
officers, agents or employees shall be responsible for or have any duty to
ascertain, inquire into or verify (i) any statement, warranty or representation
made in connection with this Agreement or any borrowing or issuance of a Letter
of Credit hereunder; (ii) the performance or observance of any of the covenants
or agreements of the Borrower; (iii) the satisfaction of any condition specified
in Article 4, except receipt of items required to be delivered to an Agent; or
(iv) the validity, effectiveness or genuineness of this Agreement, any
promissory note issued pursuant to Section 2.17(d) or any other instrument or
writing furnished in connection herewith.  No Agent shall incur any
liability by acting in reliance upon any notice, consent, certificate,
statement, or other writing (which may be a Lender wire, telex, facsimile,
electronic transmission or similar writing) believed by it to be genuine or to
be signed by the proper party or parties.


    
      
         


      

      
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    Section
8.06.  Credit
Decision.  Each Lender acknowledges that it has, independently
and without reliance upon any Agent or any other Lender, and based on such
documents and information as it has deemed appropriate, made its own credit
analysis and decision to enter into this Agreement.  Each Lender also
acknowledges that it will, independently and without reliance upon any Agent or
any other Lender, and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in taking or
not taking any action under this Agreement.

     

    Section
8.07.  Successor
Administrative Agent.  Any Agent may resign at any time by
giving notice thereof to the Lenders and the Borrower.  Upon any such
resignation, the Required Lenders shall have the right to appoint a successor
Agent.  If no successor Agent shall have been so appointed by the
Required Lenders, and shall have accepted such appointment, within 30 days after
the retiring Agent gives notice of resignation, then the retiring Agent may, on
behalf of the Lenders, appoint a successor Agent, which shall be a commercial
Lender organized or licensed under the laws of the United States of America or
of any State thereof and having a combined capital and surplus of at least
$50,000,000.  Upon the acceptance of its appointment as Agent
hereunder by a successor Agent, such successor Agent shall thereupon succeed to
and become vested with all the rights and duties of the retiring Agent, and the
retiring Agent shall be discharged from its duties and obligations
hereunder.  After any retiring Agent’s resignation hereunder as Agent,
the provisions of this Article shall inure to its benefit as to any actions
taken or omitted to be taken by it while it was Agent.

     

    Section
8.08.  Agents’
Fees.  The Borrower shall pay to each Agent for its own account
fees in the amounts and at the times previously agreed upon between the Borrower
and such Agent.

     

    Section
8.09.  Sub-Agents
and Related Parties.  Each Agent may perform any and all its
duties and exercise its rights and powers by or through one or more sub-agents
appointed by it.  Each Agent and any such sub-agent may perform any
and all its duties and exercise its rights and powers through their respective
Related Parties.  The exculpatory provisions of the preceding Sections
of this Article shall apply to any such sub-agent and to the Related Parties of
each Agent and any such sub-agent, and shall apply to activities in connection
with the syndication of the credit facilities provided for herein as well as
activities as an Agent hereunder.


    
      
         


      

      
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    Section
8.10.  Other
Agents.  Nothing in this Agreement shall impose any duty or
liability whatsoever on any Agent (other than the Administrative Agent or the
Collateral Agent) in its capacity as an Agent.

     

    ARTICLE
9

    Miscellaneous

     

    Section
9.01.  Notices.  (a)
Except in the case of notices and other communications expressly permitted to be
given by telephone, all notices and other communications provided for herein
shall be in writing and shall be delivered by hand or overnight courier service,
mailed by certified or registered mail or sent by telecopy, as
follows:

     

    (i)      if
to the Borrower, to it at 600 Grant Street, Room 1311, Pittsburgh, Pennsylvania
15219, Attention of Treasurer (Facsimile No. (412) 433-4765);

     

    (ii)     if
to the Administrative Agent, to JPMorgan Chase Bank, N.A. Loan and Agency
Services Group, 1111 Fannin, 10th Floor,
Houston, Texas 77002, Attention of Christian Cho (Facsimile No. (713) 427-6307);
with a copy to JPMorgan Chase Bank, 270 Park Avenue, 4th Floor,
New York, New York 10017, Attention of Jennifer Heard (Facsimile No. (212)
270-5100);

     

    (iii)    if
to the Collateral Agent, to JPMorgan Chase Bank, N.A. Loan and Agency Services
Group, 1111 Fannin, 10th Floor,
Houston, Texas 77002, Attention of Christian Cho (Facsimile No. (713) 427-6307);
with a copy to JPMorgan Chase Bank, 270 Park Avenue, 4th Floor, New York, New
York 10017, Attention of Jennifer Heard (Facsimile No. (212)
270-5100);

     

    (iv)    if
to JPMorgan Chase Bank, N.A. as LC Issuing Bank, to it at 270 Park Avenue,
15th
Floor, New York, NY 10017, Attention of Connie Louie (Facsimile No. (212)
270-3513); with a copy to JPMorgan Chase Bank, 10420 Highland Manor Drive, Floor
4, Tampa, Florida 33610, Attention of James Alonzo (Facsimile No. (813)
432-5161);

     

    (v)     if
to any other Lender, to it at its address (or facsimile number) set forth in its
Administrative Questionnaire.

     

    (b)        The
Administrative Agent, the Collateral Agent or the Borrower may, in its
discretion, agree to accept notices and other communications to it hereunder by
electronic communications pursuant to procedures approved by it; provided that approval of
such procedures may be limited to particular notices or
communications.


    
      
         


      

      
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    (c)        Any
party hereto may change its address or telecopy number for notices and other
communications hereunder by notice to the Administrative Agent and the
Borrower.  All notices and other communications given to any party
hereto in accordance with the provisions of this Agreement will be deemed to
have been given on the date of receipt.

     

    Section
9.02.  Waivers;
Amendments.  (a) No failure or delay by any Lender Party in
exercising any right or power hereunder or under any other Loan Document shall
operate as a waiver thereof, nor shall any single or partial exercise of any
such right or power, or any abandonment or discontinuance of steps to enforce
such a right or power, preclude any other or further exercise thereof or the
exercise of any other right or power.  The rights and remedies of the
Lender Parties under the Loan Documents are cumulative and are not exclusive of
any rights or remedies that they would otherwise have.  No waiver of
any provision of any Loan Document or consent to any departure by the Borrower
therefrom shall in any event be effective unless the same shall be permitted by
subsection (b) of this Section, and then such waiver or consent shall be
effective only in the specific instance and for the purpose for which
given.  Without limiting the generality of the foregoing, neither the
making of a Loan nor the issuance, amendment, renewal or extension of a Letter
of Credit shall be construed as a waiver of any Default, regardless of whether
any Lender Party had notice or knowledge of such Default at the
time.

     

    (b)        No
Loan Document or provision thereof may be waived, amended or modified except, in
the case of this Agreement, by an agreement or agreements in writing entered
into by the Borrower and the Required Lenders or, in the case of any other Loan
Document, by an agreement or agreements in writing entered into by the parties
thereto with the consent of the Required Lenders; provided that no such
agreement shall:

     

    (i)      increase
the Commitment of any Lender without its written consent;

     

    (ii)     reduce
the principal amount of any Loan or LC Disbursement or reduce the rate of
interest thereon, or reduce any fee payable hereunder, without the written
consent of each Lender Party affected thereby;

     

    (iii)    postpone
the maturity of any Loan, or the required date of any mandatory payment of
principal (including pursuant to Section 2.11(b)), or the required date of
reimbursement of any LC Disbursement, or any date for the payment of any
interest or fee payable hereunder, or reduce the amount of, waive or excuse any
such payment, or postpone the scheduled date of expiration of any Commitment,
without the written consent of each Lender Party affected
thereby;


    
      
         


      

      
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    (iv)      change
Section 2.23 hereof or Section 7(a) of the Security Agreement in a manner that
would alter the pro rata sharing of payments required thereby, without the
written consent of each Lender adversely affected thereby;

     

    (v)       change
any provision of this Section or the percentage set forth in the definition of
“Required Lenders” or any other provision of any Loan Document specifying the
number or percentage of Lenders required to take any action thereunder, without
the written consent of each Lender;

     

    (vi)      except
as otherwise expressly permitted pursuant to the Security Agreement, release all
or substantially all of the Collateral from the Transaction Liens, without the
written consent of each Lender;

     

    (vii)     (A)
increase the advance rate percentages used in the definitions of “Available Inventory” and
“Available Receivables”
without the written consent of each Lender, or (B) change standards of
eligibility from those specified herein in a manner that causes the Borrowing
Base to be increased without the written consent of Lenders having aggregate
Credit Exposures representing at least 75% of the sum of all Credit Exposures at
such time;

     

    (viii)    unless
signed by a Designated Lender or its Designating Lender, subject such Designated
Lender to any additional obligation or affect its rights hereunder (unless the
rights of all the Lenders are similarly affected); or

     

    (ix)       except
as otherwise expressly permitted pursuant to the terms of the Loan Documents,
release any Subsidiary Guarantor, without the written consent of the Collateral
Agent and the Required Lenders; and

     

    provided further that no such
agreement shall amend, modify or otherwise affect the rights or duties of any
Agent or the LC Issuing Bank without its prior written consent; and provided further that neither
(x) a reduction or termination of Commitments pursuant to Section 2.09 or 2.18,
nor (y) an increase in Commitments pursuant to Section 2.15, constitutes an
amendment, waiver or modification for purposes of this Section
9.02.

     

    (c)        Notwithstanding
the foregoing, if the Required Lenders enter into or consent to any waiver,
amendment or modification pursuant to subsection (b) of this Section, no consent
of any other Lender will be required if, when such waiver, amendment or
modification becomes effective, (i) the Commitment of each Lender not consenting
thereto terminates and (ii) all amounts owing to it or accrued for its account
hereunder are paid in full.

     

    
      
        
        

      

      
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    (d)        Notwithstanding
the foregoing, Subsidiary Guarantee Agreements shall be terminated and
Collateral shall be released from the Transaction Liens from time to time as
necessary to effect any sale of assets (including the sale of a Subsidiary
Guarantor) permitted by the Loan Documents, and the Administrative Agent shall
(at the Borrower’s expense) execute and deliver all release documents reasonably
requested to evidence such release.


    Section
9.03.  Expenses;
Indemnity; Damage Waiver.  (a) The Borrower shall pay (i) all
reasonable and documented out-of-pocket expenses incurred by the Arranger, the
Administrative Agent and their respective Affiliates, including the reasonable
fees, charges and disbursements of Davis Polk & Wardwell, special counsel
for the Administrative Agent, in connection with the syndication of the credit
facilities provided for herein, the preparation and administration of the Loan
Documents and any amendments, modifications or waivers of the provisions thereof
(whether or not the transactions contemplated hereby or thereby shall be
consummated), (ii) all reasonable and documented out-of-pocket expenses incurred
by the LC Issuing Bank in connection with the issuance, amendment, renewal or
extension of any Letter of Credit or any demand for payment thereunder and (iii)
all out-of-pocket expenses incurred by any Lender Party, including the fees,
charges and disbursements of any counsel for any Lender Party, in connection
with the enforcement or protection of its rights in connection with the Loan
Documents (including its rights under this Section), the Letters of Credit or
the Loans, including all such out-of-pocket expenses incurred during any
workout, restructuring or negotiations in respect of the Letters of Credit or
the Loans.

     

    (b)        The
Borrower shall indemnify each of the Lender Parties and their respective Related
Parties (each such Person being called an “Indemnitee”) against, and hold
each Indemnitee harmless from, any and all losses, claims, damages, liabilities
and related expenses, including the fees, charges and disbursements of counsel
for any Indemnitee, incurred by or asserted against any Indemnitee arising out
of, in connection with, or as a result of (i) the execution or delivery of any
Loan Document or any other agreement or instrument contemplated hereby, the
performance by the parties to the Loan Documents of their respective obligations
thereunder or the consummation of the Financing Transactions or any other
transactions contemplated hereby, (ii) any Loan or Letter of Credit or the use
of the proceeds therefrom (including any refusal by the LC Issuing Bank to honor
a demand for payment under a Letter of Credit if the documents presented in
connection with such demand do not comply with the terms of such Letter of
Credit), (iii) any actual or alleged presence or release of Hazardous Materials
on or from any property currently or formerly owned or operated by the Borrower
or any Subsidiary or (iv) any actual or prospective claim, litigation,
investigation or proceeding relating to any of the foregoing, whether based on
contract, tort or any other theory and regardless of whether any Indemnitee is a
party thereto; provided
that (i) such indemnity shall not be available to any Indemnitee 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 such Indemnitee’s gross negligence or willful
misconduct; (ii) such indemnity shall not be available to any Indemnitee for
losses, claims, damages, liabilities or related expenses arising out of a
proceeding in which such Indemnitee and the Borrower are adverse parties to the
extent that the Borrower prevails on the merits, as determined by a court of
competent jurisdiction (it being understood that nothing in this Agreement shall
preclude a claim or suit by the Borrower against any Indemnitee for such
Indemnitee’s failure to perform any of its obligations to the Borrower under the
Loan Documents); (iii) the Borrower shall not, in connection with any such
proceeding or related proceedings in the same jurisdiction and in the absence of
conflicts of interest, be liable for the fees and expenses of more than one law
firm at any one time for the Indemnitees (which law firm shall be selected (x)
by mutual agreement of the Administrative Agent and the Borrower or (y) if no
such agreement has been reached following the Administrative Agent’s good faith
consultation with the Borrower with respect thereto, by the Administrative Agent
in its sole discretion); (iv) each Indemnitee shall give the Borrower (x) prompt
notice of any such action brought against such Indemnitee in connection with a
claim for which it is entitled to indemnity under this Section and (y) an
opportunity to consult from time to time with such Indemnitee regarding
defensive measures and potential settlement; and (v) the Borrower shall not be
obligated to pay the amount of any settlement entered into without its written
consent (which consent shall not be unreasonably withheld or
delayed).


    
      
         


      

      
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    (c)        To
the extent that the Borrower fails to pay any amount required to be paid by it
to any Agent or the LC Issuing Bank under subsection (a) or (b) of this Section,
each Lender severally agrees to pay to such Agent or the LC Issuing Bank, as the
case may be, such Lender’s pro rata share (determined as of the time that the
applicable unreimbursed expense or indemnity payment is sought) of such unpaid
amount; provided that
the unreimbursed expense or indemnified loss, claim, damage, liability or
related expense, as the case may be, was incurred by or asserted against such
Agent or the LC Issuing Bank in its capacity as such.  For purposes
hereof, a Lender’s “pro rata
share” shall be determined based on its share of the sum of the total
Credit Exposures.

     

    (d)        To
the extent permitted by applicable law, the Borrower shall not assert, and
hereby waives, any claim against any Indemnitee, on any theory of liability, for
special, indirect, consequential or punitive damages (as opposed to direct or
actual damages) arising out of, in connection with, or as a result of, this
Agreement or any agreement or instrument contemplated hereby, the Financing
Transactions, any Loan or Letter of Credit or the use of the proceeds
thereof.


    
      
         


      

      
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    (e)        All
amounts due under this Section shall be payable within five Business Days after
written demand therefor.

     

    Section
9.04.  Successors
and Assigns.  (a) The provisions of this Agreement shall be
binding on and inure to the benefit of the parties hereto and their respective
successors and assigns permitted hereby (including any Affiliate of the LC
Issuing Bank that issues any Letter of Credit), except that (i) the Borrower may
not assign or otherwise transfer any of its rights or obligations hereunder
without the prior written consent of each Lender (and any attempted assignment
or transfer by the Borrower without such consent shall be null and void) and
(ii) no Lender may assign or otherwise transfer its rights or obligations
hereunder except in accordance with this Section.  Nothing in this
Agreement, expressed or implied, shall be construed to confer upon any Person
(except the parties hereto, their respective successors and assigns permitted
hereby (including any Affiliate of the LC Issuing Bank that issues any Letter of
Credit), Participants (to the extent provided in paragraph (c) of this Section)
and, to the extent expressly provided herein, the Related Parties of the Lender
Parties) any legal or equitable right, remedy or claim under or by reason of
this Agreement.

     

    (b)        Any
Lender may assign to one or more assignees all or a portion of its rights and
obligations under this Agreement (including all or a portion of any Commitment
it has at the time and any Loans at the time owing to it); provided that:

     

    (i)      except
in the case of an assignment to a Lender or a Lender Affiliate, the Borrower
must give its prior written consent to such assignment (which consent shall not
be unreasonably withheld or delayed);

     

    (ii)     the
Administrative Agent must give its prior written consent (which consent shall
not be unreasonably withheld or delayed);

     

    (iii)    the LC
Issuing Bank must give its prior written consent to such assignment (which
consent shall not be unreasonably withheld or delayed);

     

    (iv)    each
partial assignment shall be made as an assignment of a proportionate part of all
the assigning Lender’s rights and obligations under this
Agreement;


    
      
         


      

      
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    (v)     unless
each of the Borrower and the Administrative Agent otherwise consent, the amount
of the Commitment or Loans of the assigning Lender subject to each such
assignment (determined as of the date on which the relevant Assignment is
delivered to the Administrative Agent) shall not be less than $5,000,000; provided that this clause (v)
shall not apply to an assignment to a Lender or an Affiliate of a Lender or an
assignment of the entire remaining amount of the assigning Lender’s Commitment
or Loans;

     

    (vi)    the
parties to each assignment shall execute and deliver to the Administrative Agent
an Assignment, together with a processing and recordation fee of $3,500;
and

     

    (vii)   the
assignee, if it shall not be a Lender, shall deliver to the Administrative Agent
a completed Administrative Questionnaire; and

     

    provided further that any
consent of the Borrower otherwise required under this subsection shall not be
required if an Event of Default has occurred and is
continuing.  Subject to acceptance and recording thereof pursuant to
subsection (d) of this Section, from and after the effective date specified in
each Assignment, the assignee thereunder shall be a party hereto and, to the
extent of the interest assigned by such Assignment, have the rights and
obligations of a Lender under this Agreement, and the assigning Lender
thereunder shall, to the extent of the interest assigned by such Assignment, be
released from its obligations under this Agreement (and, in the case of an
Assignment covering all of the assigning Lender’s rights and obligations under
this Agreement, such Lender shall cease to be a party hereto but shall continue
to be entitled to the benefits of Sections 2.20, 2.21, 2.22 and
9.03).  Any assignment or transfer by a Lender of rights or
obligations under this Agreement that does not comply with this subsection shall
be treated for purposes of this Agreement as a sale by such Lender of a
participation in such rights and obligations in accordance with subsection (e)
of this Section.

     

    (c)        
The Administrative Agent, acting for this purpose as an agent of the Borrower,
shall maintain at one of its offices in New York City a copy of each Assignment
delivered to it and a register for the recordation of the names and addresses of
the Lenders, their respective Commitments and the principal amounts of the Loans
and LC Disbursements owing to each Lender pursuant to the terms hereof from time
to time (the “Register”).  The
entries in the Register shall be conclusive (absent manifest error), and the
parties hereto may treat each Person whose name is recorded in the Register
pursuant to the terms hereof as a Lender for all purposes of this Agreement,
notwithstanding notice to the contrary.  The Register shall be
available for inspection by any party hereto at any reasonable time and from
time to time upon reasonable prior notice.

     

    (d)        Upon
its receipt of a duly completed Assignment executed by an assigning Lender and
an assignee, the assignee’s completed Administrative Questionnaire (unless the
assignee shall already be a Lender hereunder), any processing and recordation
fee referred to in, and payable pursuant to, subsection (b) of this Section and
any written consent to such assignment required by subsection (b) of this
Section, the Administrative Agent shall accept such Assignment and record the
information contained therein in the Register.  No assignment shall be
effective for purposes of this Agreement unless it has been recorded in the
Register as provided in this subsection.


    
      
         


      

      
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    (e)        Any
Lender may, without the consent of the Borrower or any other Lender Party, sell
participations to one or more banks or other entities (“Participants”) in all or a
portion of such Lender’s rights and obligations under this Agreement (including
all or a portion of its Commitment and the Loans owing to it); provided that (i) such
Lender’s obligations under this Agreement shall remain unchanged, (ii) such
Lender shall remain solely responsible to the other parties hereto for the
performance of such obligations and (iii) the Borrower and the other Lender
Parties shall continue to deal solely and directly with such Lender in
connection with such Lender’s rights and obligations under this
Agreement.  Any agreement or instrument pursuant to which a Lender
sells such a participation shall provide that such Lender shall retain the sole
right to enforce the Loan Documents and to approve any amendment, modification
or waiver of any provision of the Loan Documents; provided that such agreement
or instrument may provide that such Lender will not, without the consent of the
Participant, agree to any amendment, modification or waiver described in clause
(i), (ii) or (iii) of the first proviso to Section 9.02(b) that affects such
Participant.  Subject to subsection (f) of this Section, each
Participant shall be entitled to the benefits of Sections 2.20, 2.21 and 2.22 to
the same extent as if it were a Lender and had acquired its interest by
assignment pursuant to subsection (b) of this Section.  To the extent
permitted by law, each Participant also shall be entitled to the benefits of
Section 9.09 as though it were a Lender; provided that such
Participant agrees to be subject to Section 2.23(c) as though it were a
Lender.

     

    (f)        A
Participant shall not be entitled to receive any greater payment under Section
2.20 or 2.22 than the applicable Lender would have been entitled to receive with
respect to the participation sold to such Participant, unless the sale of the
participation to such Participant is made with the Borrower’s prior written
consent.  A Participant that would be a Foreign Lender if it were a
Lender shall not be entitled to the benefits of Section 2.22 unless the Borrower
is notified of the participation sold to such Participant and such Participant
agrees, for the benefit of the Borrower, to comply with Section 2.22(e) as
though it were a Lender.

     

    (g)        Any
Lender may at any time pledge or assign a security interest in all or any
portion of its rights under this Agreement to secure obligations of such Lender,
including any pledge or assignment to secure obligations to a Federal Reserve
Bank or a central bank, and this Section shall not apply to any such pledge or
assignment of a security interest; provided that no such pledge
or assignment of a security interest shall release a Lender from any of its
obligations hereunder or substitute any such pledgee or assignee for such Lender
as a party hereto.


    
      
         


      

      
        84

        
          

        

      

      
         


      

    


    Section
9.05.  Designated
Lenders.  (a) Subject to the provisions of this Section
9.05(a), any Lender may from time to time elect to designate an Eligible
Designee to provide all or a portion of the Loans to be made by such Lender
pursuant to this Agreement; provided that such
designation shall not be effective unless the Borrower and the Administrative
Agent consent thereto.  When a Lender and its Eligible Designee shall
have signed an agreement substantially in the form of Exhibit G hereto and the
Borrower and the Administrative Agent shall have signed their respective
consents thereto, such Eligible Designee shall become a Designated Lender for
purposes of this Agreement.  The Designating Lender shall thereafter
have the right to permit such Designated Lender to provide all or a portion of
the loans to be made by such Designating Lender pursuant to Section 2.01 and the
making of such Loans or portions thereof shall satisfy the obligation of the
Designating Lender to the same extent, and as if, such Loans or portion thereof
were made by the Designating Lender.  As to any Loans or portion
thereof made by it, each Designated Lender shall have all the rights that a
Lender making such Loans or portion thereof would have had under this Agreement
and otherwise; provided
that (x) its voting rights under this Agreement shall be exercised solely by its
Designating Lender and (y) its Designating Lender shall remain solely
responsible to the other parties hereto for the performance of its obligations
under this Agreement, including its obligations in respect of the Loans or
portion thereof made by it. No additional promissory note shall be required to
evidence Loans or portions thereof made by a Designated Lender; and the
Designating Lender shall be deemed to hold any promissory note issued pursuant
to Section 2.17(d) as agent for its Designated Lender to the extent of the Loans
or portion thereof funded by such Designated Lender.  Each Designating
Lender shall act as administrative agent for its Designated Lender and give and
receive notices and other communications on its behalf. Any payments for the
account of any Designated Lender shall be paid to its Designating Lender as
administrative agent for such Designated Lender and neither the Borrower nor the
Administrative Agent shall be responsible for any Designating Lender’s
application of such payments.  In addition, any Designated Lender may
(i) with notice to, but without the prior written consent of, the Borrower or
the Administrative Agent, assign all or portions of its interest in any Loans to
its Designating Lender or to any financial institutions consented to by the
Borrower and the Administrative Agent providing liquidity and/or credit
facilities to or for the account of such Designated Lender to support the
funding of Loans or portions thereof made by such Designated Lender and (ii)
disclose on a confidential basis any non-public information relating to its
Loans or portions thereof to any rating agency, commercial paper dealer or
provider of any guarantee, surety, credit or liquidity enhancement to such
Designated Lender.


    
      
         


      

      
        85

        
          

        

      

      
         


      

    


    (b)        Each
party to this Agreement agrees that it will not institute against, or join any
other Person in instituting against, any Designated Lender any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceeding or other
proceeding under any federal or state bankruptcy or similar law, for one year
and a day after all outstanding senior indebtedness of such Designated Lender is
paid in full.  The Designating Lender for each Designated Lender
agrees to indemnify, save, and hold harmless each other party hereto for any
loss, cost, damage and expense arising out of its inability to institute any
such proceeding against such Designated Lender.  This Section 9.05(b)
shall survive the termination of this Agreement.

     

    Section
9.06. Survival.  All
covenants, agreements, representations and warranties made by the Borrower in
the Loan Documents and in certificates or other instruments delivered in
connection with or pursuant to the Loan Documents shall be considered to have
been relied upon by the other parties hereto and shall survive the execution and
delivery of the Loan Documents and the making of any Loans and issuance of any
Letters of Credit, regardless of any investigation made by any such other party
or on its behalf and notwithstanding that any Lender Party may have had notice
or knowledge of any Default or incorrect representation or warranty at the time
any credit is extended hereunder, and shall continue in full force and effect as
long as any principal of or accrued interest on any Loan or any fee or other
amount payable hereunder is outstanding and unpaid or any Letter of Credit is
outstanding or any Commitment has not expired or terminated.  The
provisions of Sections 2.20, 2.21, 2.22 and 9.03 and Article 8 shall survive and
remain in full force and effect regardless of the consummation of the Financing
Transactions, the repayment of the Loans, the expiration or termination of the
Letters of Credit and the Commitments or the termination of this Agreement or
any provision hereof.

     

    Section
9.07.  Counterparts;
Integration.  This Agreement may be executed in counterparts
(and by different parties hereto on different counterparts), each of which shall
constitute an original, but all of which when taken together shall constitute a
single contract.  This Agreement, the other Loan Documents and any
separate letter agreements with respect to fees payable to any Agent constitute
the entire contract among the parties relating to the subject matter hereof and
supersede any and all previous agreements and understandings, oral or written,
relating to the subject matter hereof.

     

    Section
9.08.  Severability.  If
any provision of any Loan Document is invalid, illegal or unenforceable in any
jurisdiction then, to the fullest extent permitted by law, (i) such provision
shall, as to such jurisdiction, be ineffective to the extent (but only to the
extent) of such invalidity, illegality or unenforceability, (ii) the other
provisions of the Loan Documents shall remain in full force and effect in such
jurisdiction and shall be liberally construed in favor of the Lender Parties in
order to carry out the intentions of the parties thereto as nearly as may be
possible and (iii) the invalidity, illegality or unenforceability of any such
provision in any jurisdiction shall not affect the validity, legality or
enforceability of such provision in any other jurisdiction.


    
      
         


      

      
        86

        
          

        

      

      
         


      

    


    Section
9.09.  Right of
Set-off.  If an Event of Default shall have occurred and be
continuing, each Lender and each of its Affiliates is authorized at any time and
from time to time, to the fullest extent permitted by law, to set off and apply
any and all deposits (general or special, time or demand, provisional or final)
at any time held and other obligations at any time owing by such Lender or
Affiliate to or for the credit or the account of the Borrower against any
obligations of the Borrower now or hereafter existing hereunder and held by such
Lender, irrespective of whether or not such Lender shall have made any demand
hereunder and although such obligations may be unmatured.  The rights
of each Lender under this Section are in addition to other rights and remedies
(including other rights of set-off) that such Lender may have.

     

    Section
9.10.  Governing
Law; Jurisdiction; Consent to Service of Process.  (a) This
Agreement shall be construed in accordance with and governed by the law of the
State of New York.

     

    (b)        Each
party to this Agreement irrevocably and unconditionally submits, for itself and
its property, to the nonexclusive jurisdiction of the Supreme Court of the State
of New York sitting in New York County and of the United States District Court
of the Southern District of New York, and any relevant appellate court, in any
action or proceeding arising out of or relating to any Loan Document, or for
recognition or enforcement of any judgment, and each party hereto irrevocably
and unconditionally agrees that all claims in respect of any such action or
proceeding may be heard and determined in such New York State court or, to the
extent permitted by law, in such Federal court.  Each party hereto
agrees that a final judgment in any such action or proceeding shall be
conclusive and may be enforced in other jurisdictions by suit on the judgment or
in any other manner provided by law.  Nothing in any Loan Document
shall affect any right that any party may otherwise have to bring any action or
proceeding relating to any Loan Document against another party or its properties
in the courts of any jurisdiction.

     

    (c)        Each
party irrevocably and unconditionally waives, to the fullest extent it may
legally and effectively do so, any objection that it may now or hereafter have
to the laying of venue of any suit, action or proceeding arising out of or
relating to any Loan Document in any court referred to in subsection (b) of this
Section.  Each party hereto irrevocably waives, to the fullest extent
permitted by law, the defense of an inconvenient forum to the maintenance of any
such suit, action or proceeding in any such court.


    
      
         


      

      
        87

        
          

        

      

      
         


      

    


    (d)        Each
party hereto irrevocably consents to service of process in the manner provided
for notices in Section 9.01.  Nothing in any Loan Document will affect
the right of any party hereto to serve process in any other manner permitted by
law.

     

    Section
9.11.  WAIVER OF
JURY TRIAL.  EACH PARTY HERETO WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY
LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO ANY LOAN
DOCUMENT OR ANY TRANSACTION CONTEMPLATED THEREBY (WHETHER BASED ON CONTRACT,
TORT OR ANY OTHER THEORY).  EACH PARTY HERETO (A) CERTIFIES THAT NO
REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY
OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK
TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER
PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER
THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

     

    Section
9.12.  Headings.  Article
and Section headings and the Table of Contents herein are for convenience of
reference only, are not part of this Agreement and shall not affect the
construction of, or be taken into consideration in interpreting, this
Agreement.

     

    Section
9.13.  Confidentiality.  Each
Lender Party agrees to maintain the confidentiality of the Information (as
hereinafter defined), except that Information may be disclosed (a) to its and
its Affiliates’ directors, officers, employees and agents, including
accountants, legal counsel and other advisors (it being understood that the
Persons to whom such disclosure is made will be informed of the confidential
nature of such Information and instructed to keep such Information
confidential), (b) to the extent requested by any regulatory authority, (c) to
the extent required by applicable laws or regulations or by any subpoena or
similar legal process (after, to the extent feasible, giving the Borrower an
opportunity to lawfully object to such production), (d) to any other party to
this Agreement, (e) in connection with the exercise of any remedy hereunder or
any suit, action or proceeding relating to any Loan Document or the enforcement
of any right thereunder, (f) subject to an agreement containing provisions
substantially the same as those of this Section, to (i) any actual or
prospective assignee of or Participant in any of its rights or obligations under
this Agreement or (ii) any actual or prospective counterparty (or its advisors)
to any swap or derivative transaction relating to the Borrower and its
obligations, (g) with the consent of the Borrower or (h) to the extent such
Information either (i) becomes publicly available other than as a result of a
breach of this Section or (j) becomes available to any Lender Party on a
nonconfidential basis from a source other than the Borrower.  For the
purposes of this Section, “Information” means all
information received from the Borrower relating to the Borrower or its business,
other than any such information that is available to any Lender Party on a
nonconfidential basis before disclosure by the Borrower; provided that, in the case of
information received from the Borrower after the date hereof, such information
is clearly identified at the time of delivery as confidential.


    
      
         


      

      
        88

        
          

        

      

      
         


      

    


    Section
9.14.  USA PATRIOT
Act Notice.  Each Lender (whether a party hereto on the date
hereof or hereafter) and the Administrative Agent (for itself and not on behalf
of any Lender) hereby notifies the Borrower that pursuant to the requirements of
the USA PATRIOT Act (Title III of Pub. L. No. 107-56 (signed into law October
26, 2001)), it is required to obtain, verify and record information that
identifies the Borrower, which information includes the name and address of the
Borrower and other information that will allow such Lender or the Administrative
Agent, as applicable, to identify the Borrower in accordance with the USA
PATRIOT Act and to provide notice of these requirements, and this notice shall
satisfy such notice requirements of the USA PATRIOT Act.

     

    IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed by their respective authorized officers as of the day and year set
forth in the first paragraph of this Agreement.

     

    
      
        
          	
                  UNITED
      STATES STEEL CORPORATION

                   

                
	
                  By:

                	
                  /s/
      L. T. Brockway

                
	 
      	
                  Name: L.T.
      Brockway

                
	 
      	
                  Title:   Vice
      President &
Treasurer

                


        

      

    

    


    
      
        
          
            	
                    Website
      Address:     www.ussteel.com

                     

                  
	
                    JPMORGAN
      CHASE BANK, N.A. as 

                    Administrative
      Agent, LC Issuing Bank, 

                    Collateral
      Agent and Lender

                     

                  
	
                    By:

                  	
                    /s/
      Stacey L. Haimes

                  
	 
      	
                    Name: Stacey
      L. Haimes

                  
	 
      	
                    Title:   Executive
      Director

                  


          

        

      

    


    
      
         


      

      
        89

        
          

        

      

      
         


      

    

    


    
      
        	
                ABN
      Amro Bank N.V.

                 

              
	
                By:

              	
                /s/
      Scott Donaldson

              
	
                Name: 
      Scott Donaldson

              
	
                Title:   
      Director

              


      

    

    


    If a
second signature is required:

    


    
      
        	
                By:

              	
                /s/
      Todd Vaubel

              
	
                Name:
      Todd Vaubel

              
	
                Title:  
      Vice President

              


      

    

    


    
      
        	
                The
      Bank of Nova Scotia.

                 

              
	
                By:

              	
                /s/
      Karen Anillo

              
	
                Name:
      Karen Anillo

              
	
                Title:  
      Director

              


      

    

    


    
      
        	
                Bank
      of America, N.A.

                 

              
	
                By:

              	
                /s/
      W. Thomas Barnett

              
	
                Name:
      W. Thomas Barnett

              
	
                Title:  
      Senor Vice President

              


      

    

    


    
      
        	
                The
      Bank of New York Mellon

                 

              
	
                By:

              	
                /s/
      William M. Feathers

              
	
                Name:
      William M. Feathers

              
	
                Title:  
      Vice President

              


      

    

    


    
      
        	
                Barclays
      Bank PLC

                 

              
	
                By:

              	
                /s/
      David Barton

              
	
                Name:
      David Barton

              
	
                Title:  
      Director

              


      

    


    
      
         


      

      
        90

        
          

        

      

      
         


      

    

    


    
      
        	
                Bank
      of Tokyo Mitsubishi UFJ Trust Company

                 

              
	
                By:

              	
                /s/
      Joanne Nasuti

              
	
                Name:
      Joanne Nasuti

              
	
                Title:  
      Vice President

              


      

    

    


    
      
        	
                Citizens
      Bank of Pennsylvania

                 

              
	
                By:

              	
                /s/
      Curtis C. Hunter III

              
	
                Name:
      Curtis C. Hunter III

              
	
                Title:  
      Vice President

              


      

    

    


    
      
        	
                Citibank,
      N.A.

                 

              
	
                By:

              	
                /s/
      Raymond G. Dunning

              
	
                Name:
      Raymond G. Dunning

              
	
                Title:  
      Vice President

              


      

    

    


    
      
        	
                COMMERZBANKAG,
      NEW YORK AND GRAND CAYMEN BRANCHES

                 

              
	
                By:

              	
                /s/
      Robert. S. Taylor Jr.

              
	
                Name:
      Robert. S. Taylor Jr.

              
	
                Title:  
      SVP

              


      

    

    


    
      
        	
                By:

              	
                /s/
      Sandy Bau

              
	
                Name:
      Sandy Bau

              
	
                Title:  
      AT

              


      

    


    
      
         


      

      
        91

        
          

        

      

      
         


      

    

    


    


    
      
        	
                Credit
      Suisse, Cayman Islands Branch

                 

              
	
                By:

              	
                /s/
      Alain Daoust

              
	
                Name:
      Alain Daoust

              
	
                Title:  
      Director

              


      

    

    


    
      
        	
                By:

              	
                /s/
      Jay Chall

              
	
                Name:
      Jay Chall

              
	
                Title:  
      Director

              


      

    

    


    
      
        	
                E.
      Sun Commercial Bank, Ltd., Los Angeles Branch

                 

              
	
                By:

              	
                /s/
      Benjamin Lin

              
	
                Name:
      Benjamin Lin

              
	
                Title:  
      EVP & General Manager

              


      

    

    


    
      
        	
                First
      Commercial Bank, New York Agency

                 

              
	
                By:

              	
                /s/
      Jenn-Hwa Wang

              
	
                Name:
      Jenn-Hwa Wang

              
	
                Title:  
      VP & General Manager

              


      

    

    


    
      
        	
                First
      Commonwealth Bank

                 

              
	
                By:

              	
                /s/
      Kurt D. Lamar

              
	
                Name:
      Kurt D.Lamar

              
	
                Title:   
      SVP/Senior Credit Officer

              


      

    


    
      
         


      

      
        92

        
          

        

      

      
         


      

    

    


    
      
        	
                Fortis
      Capital Corp.

                 

              
	
                By:

              	
                /s/
      Barbara E. Nash

              
	
                Name:
      Barbara E. Nash

              
	
                Title:  
      Managing Director & Group
Head

              


      

    

    


    
      
        	
                By:

              	
                /s/
      Mark Dennes

              
	
                Name:
      Mark Dennes

              
	
                Title:  
      Director

              


      

    

    


    
      
        	
                Fifth
      Third Bank

                 

              
	
                By:

              	
                /s/
      Jim Janovsky

              
	
                Name:
      Jim Janovsky

              
	
                Title:  
      Vice President

              


      

    

    


    
      
        	
                Goldman
      Sachs Credit Partners L.P.

                 

              
	
                By:

              	
                /s/
      Alex Golten

              
	
                Name: Alex
      Golten

              
	
                Title:  
      Managing Director

              


      

    

    


    
      
        	
                ING
      Bank N.V. Dublin Branch

                 

              
	
                By:

              	
                /s/
      Maurice Kenney

              
	
                Name:
      Maurice Kenney

              
	
                Title:  
      Director

              


      

    

    


    
      
        	
                By:

              	
                /s/
      Aidan Neill

              
	
                Name:
      Aiden Neill

              
	
                Title:  
      Director

              


      

    


    
      
         


      

      
        93

        
          

        

      

      
         


      

    

    


    
      
        	
                Mizuho
      Corporate Bank, Ltd.

                 

              
	
                By:

              	
                /s/
      Bertram Tang

              
	
                Name: Bertram
      Tang

              
	
                Title:  
      Authorized Signatory

              


      

    

    


    
      
        	
                Morgan
      Stanley Bank, N.A.

                 

              
	
                By:

              	
                /s/
      Melissa James

              
	
                Name: 
      Melissa James

              
	
                Title:   
      Authorized Signatory

              


      

    

    


    
      
        	
                Natixis,
      acting through its New York Branch

                 

              
	
                By:

              	
                /s/
      Carla Sweet

              
	
                Name:
      Carla Sweet

              
	
                Title:  
      Director

              


      

    

    


    If a
second signature is required:

    


    
      
        	
                By:

              	
                /s/
      Vincent Lauras

              
	
                Name: 
      Vincent Lauras

              
	
                Title:  
      Senior Managing Director

              


      

    

    


    
      
        	
                National
      City Bank

                 

              
	
                By:

              	
                /s/
      Thomas E. Redmond

              
	
                Name:
      Thomas E. Redmond

              
	
                Title:  
      Senior Vice President

              


      

    


    
      
         


      

      
        94

        
          

        

      

      
         


      

    

    


    
      
        	
                The
      Northern Trust Company

                 

              
	
                By:

              	
                /s/
      Michael J. Kingsley

              
	
                Name:
      Michael J. Kingsley

              
	
                Title:  
      Senior Vice President

              


      

    

    


    
      
        	
                PNC
      Bank, National Association

                 

              
	
                By:

              	
                /s/
      David B. Gookin

              
	
                Name:
      David B. Gookin

              
	
                Title:   
      Senior Vice President

              


      

    

    


    
      
        	
                SUMITOMO
      MITSUI BANKING CORORATION

                 

              
	
                By:

              	
                /s/
      Yasuhiko Imai

              
	
                Name:
      Yasuhiko Imai

              
	
                Title:  
      Senior Vice President

              


      

    

    


    
      
        	
                UBS
      LOAN FINANCE LLC

                 

              
	
                By:

              	
                /s/
      Marie Haddad

              
	
                Name:
      Marie Haddad

              
	
                Title:  
      Associate Director

              


      

    

    


    If a
second signature is required:

    


    
      
        	
                By:

              	
                /s/
      Mary E. Evans

              
	
                Name:
      Mary E. Evans

              
	
                Title:  
      Associate Director

              


      

    


    
      
         


      

      
        95

        
          

        

      

      
         


      

    

    


    
      
        	
                U.
      S. Bank N.A.

                 

              
	
                By:

              	
                /s/
      Michael P. Dickman

              
	
                Name:
      Michael P. Dickman

              
	
                Title:  
      Vice President

                            
      U.S. Bank, N.A.

              


      

    

    


    
      
        	
                Woodlands
      Commercial Bank

                (f.k.a.
      Lehman Brothers Commercial Bank)

                 

              
	
                By:

              	
                /s/
      Brian Halbeisen

              
	
                Name:
      Brian Halbeisen

              
	
                Title:  
      VP

              


      

    


    
      
         


      

      
        96

        
          

        

      

      
         


      

    


    


    COMMITMENT
SCHEDULE

    


    
      
        
          	
                  Lender

                	 	
                  Commitment

                	 
	
                  JPMorgan
      Chase Bank, N.A.

                	 	 	41,500,000.00	 
	
                  ABN
      AMRO Bank N.V.

                	 	 	34,500,000.00	 
	
                  The
      Bank of Nova Scotia

                	 	 	38,200,000.00	 
	
                  Barclays
      Bank PLC

                	 	 	28,500,000.00	 
	
                  Bank
      of America, N.A.

                	 	 	38,200,000.00	 
	
                  Bank
      of Tokyo Mitsubishi UFJ Trust Company

                	 	 	24,000,000.00	 
	
                  Citibank,
      N.A.

                	 	 	24,000,000.00	 
	
                  Citizens
      Bank of Pennsylvania

                	 	 	47,200,000.00	 
	
                  Commerzbank
      AG

                	 	 	10,000,000.00	 
	
                  Commerzbank
      AG - New York

                	 	 	28,500,000.00	 
	
                  Credit
      Suisse, Cayman Islands Branch

                	 	 	24,000,000.00	 
	
                  E.
      Sun Commercial Bank, Ltd., Los Angeles Branch

                	 	 	9,000,000.00	 
	
                  Fifth
      Third Bank

                	 	 	24,000,000.00	 
	
                  First
      Commonwealth Bank

                	 	 	20,000,000.00	 
	
                  Fortis
      Capital Corp.

                	 	 	24,000,000.00	 
	
                  First
      Commercial Bank, New York Agency

                	 	 	6,000,000.00	 
	
                  Goldman
      Sachs Credit Partners L.P.

                	 	 	10,000,000.00	 
	
                  ING
      Bank N.V., Dublin Branch

                	 	 	24,000,000.00	 
	
                  Mizuho
      Corporate Bank, Ltd.

                	 	 	28,500,000.00	 
	
                  Morgan
      Stanley Bank, N.A.

                	 	 	29,200,000.00	 
	
                  National
      City Bank

                	 	 	28,500,000.00	 
	
                  Natixis

                	 	 	24,000,000.00	 
	
                  PNC
      Bank, National Association

                	 	 	38,200,000.00	 
	
                  Sumitomo
      Mitsui Banking Corporation

                	 	 	24,000,000.00	 
	
                  The
      Bank of New York Mellon

                	 	 	24,000,000.00	 
	
                  The
      Northern Trust Company

                	 	 	24,000,000.00	 
	
                  UBS
      Loan Finance LLC

                	 	 	34,500,000.00	 
	
                  US
      Bank, N.A.

                	 	 	24,000,000.00	 
	
                  Woodlands
      Commercial Bank1

                	 	 	15,500,000.00	 
	
                  Total

                	 	$	750,000,000	 


        

      

    

     

    
      
        

      

      1 To be
terminated on the effective date pursuant to Section
4.01.

    


    
      
         


      

      
        97

        
          

        

      

      
         


      

    


    PRICING
SCHEDULE

     

    
      
        
          
            
              	 
      	 	
                      Level I

                    	 	 	
                      Level II

                    	 	 	
                      Level III

                    	 
	
                      Base
      Rate Margin

                    	 	 	2.50	%	 	 	3.00	%	 	 	3.50	%
	
                      Euro-Dollar
      Margin

                    	 	 	3.50	%	 	 	4.00	%	 	 	4.50	%


            

          

        

      

    

    


    For
purposes of this Schedule, the following terms have the following
meanings:

     

    “Average
Availability” on any day is an amount equal to the quotient of (i) the sum of
the end of day Facility Availability for each day during the most recently ended
fiscal quarter, divided by (ii) the number of days in such fiscal quarter, all
as determined by the Administrative Agent.

     

    “Level I
Pricing” applies for any day if, on such day, Reference Availability is equal to
or greater than $400,000,000.

     

    “Level II
Pricing” applies for any day if, on such day, Reference Availability is equal to
or greater than $150,000,000, but less than $400,000,000.

     

    “Level
III Pricing” applies for any day if, on such day, Reference Availability is less
than $150,000,000.

     

    “Pricing
Level” refers to the determination of which of Level I, Level II or Level III
Pricing applies for any day.  Pricing Levels are referred to in
ascending order, e.g. Level I Pricing
is the lowest Pricing Level and Level III Pricing is the highest Pricing
Level.

     

    “Reference
Availability” on any day is an amount equal to the lesser of (i) Average
Availability as determined on such day and (ii) end of day Facility
Availability calculated for the last day of the then most recently ended fiscal
quarter.


    
      
         


      

      
        98

        
          

        

      

      
         


      

    


    Schedule
1.01

    Existing
Accounting Procedures

     

    The
following is a description of United States Steel Corporation’s procedures
regarding the write-down of Inventory.  These procedures are under
review and subject to change.  Changes contemplated are to introduce
consistent write-downs procedures across all plants for each product
category.  Changes contemplated may include lengthening the period of
time before write-downs occur but will not be materially different in
total.  Any changes to this schedule are subject to approval by the
Collateral Agent in its Permitted Discretion.

     

    SLABS:

     

    Gary
Works:

     

    •           Slab
Division System mechanically reviews slab ages and writes down all unapplied
slabs more than 60 days old and all applied more than 180 days
old.  An exception to the unapplied criteria is that certain
“Advanced” High Strength Steel grades will be produced as excess and will be
stocked and applied as orders become available, not to exceed 180
days.  Slabs not produced at Gary Works or that contain slitting and
parting instructions will wait until they are 180 days old.

     

    Granite City
Works:

     

    •           Unapplied
slabs more than 6 months old are written down to scrap.

     

    •           Applied
slabs more than 9 months old are written down to scrap.

     

    Great Lakes
Works:

     

    •           Slabs
more than 2 months old are designated as pending scrap or listed to Sales for
non-prime disposition.

     

    •           Prime
slabs more than 9 months old are written down to scrap.

     

    Mon Valley
Works:

     

    •           Unapplied
slabs more than 2 months are written down to scrap.  Applied slabs
more than 9 months are written down to scrap.

     

    Fairfield
Works:

     

    •           Accounting
Supervisor and Analyst review the aged inventory list (for slabs) periodically
and an adjustment is determined to write down the appropriate inventory to
non-prime.


    
      
         


      

      
        99

        
          

        

      

      
         


      

    


    ROUNDS:

     

    Lorain
Works:

     

    •           Rounds
over nine months old are written down to scrap.

     

    Fairfield
Works:

     

    •           Rounds
over nine months old are written down to scrap.

     

    Texas
Works:

     

    •           Rounds
over nine months old are written down to scrap.

     

    COILS:

     

    Gary
Works:

     

    •           Coils
more than 9 months old are written down to scrap.

     

    Granite City
Works:

     

    •           Coils
more than 9 months old are written down to scrap.

     

    Great Lakes
Works:

     

    •           Coils
more than 9 months are written down to scrap.

     

    Mon Valley
Works:

     

    •           Unapplied
steel coils more than 4 months old and applied steel coils more than 9 months
old are written down to scrap.

     

    PIPE:

     

    Lorain
Works:

     

    •           Pipe
over nine months old is written down to scrap.

     

    Fairfield
Works:

     

    •           Pipe
over nine months old is written down to scrap.

     

    Texas
Works:

     

    •           Pipe
over nine months old is written down to scrap.


    
      
         


      

      
        100

        
          

        

      

      
         


      

    


    Schedule
2.16

    Existing
Letters of Credit

     

    None.


    
      
         


      

      
        101

        
          

        

      

      
         


      

    


    Schedule
5.01

    Additional
Monthly Financial Information

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    	 
      	 	
                                            January

                                          	 	 	
                                            February

                                          	 	 	
                                            March

                                          	 	 	
                                            April

                                          	 	 	
                                            May

                                          	 	
                                            June

                                          	 	
                                            July

                                          	 	
                                            August

                                          	 	
                                            September

                                          	 	
                                            October

                                          	 	
                                            November

                                          	 	
                                            December

                                          	 	
                                            YTD 2009

                                          	 
	
                                            Shipments

                                          	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 	 	 
	
                                            Avg
      Proceeds $/Ton

                                          	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 	 	 
	
                                            Raw
      Steel Production

                                          	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 	 	 
	
                                            Raw
      Steel % Capacity

                                          	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 	 	 


                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
        102

        
          

        

      

      
         


      

    


    Schedule
5.05

    Insurance

     

    INSURANCE

    


    Property
Damage

    


    
      	
               
      

            	
              ·

            	
              $50,000,000
      deductible (self-insurance)

            


    

    
      	
               
      

            	
              ·

            	
              $500,000,000
      limit per occurrence (with exceptions for certain perils or
      events  with other sub-limits and/or annual
      aggregates)

            


    

    


    Liability
Coverage

    


    
      	
               
      

            	
              ·

            	
              $25,000,000
      self-insured retention

            


    

    
      	
               
      

            	
              ·

            	
              $200,000,000
      each occurrence and aggregate
limit

            


    


    
      
         


      

      
        103

        
          

        

      

      
         


      

    


    Schedule
6.01

    Existing
Liens

     

    
      	
              1.

            	
              Lease
      Agreement dated as of December 1, 1988 between Wachovia Bank, National
      Association, formerly known as First Union National Bank, as successor to
      Meridian Trust Company, Owner Trustee, as Lessor and United States Steel
      Corporation, the successor by merger to USX Corporation as Lessee
      (Fairfield Caster).

            


    

     

    
      	
              2.

            	
              Lease
      Agreement dated as of May 11, 1982 (the "Lease") between State Street Bank
      and Trust Company of Connecticut, N. A., Owner Trustee, as Lessor and USX
      Corporation as Lessee (Clairton Battery
B).

            


    

     

    
      	
              3.

            	
              Credit
      Facility pursuant to Agreements dated September 24, 2008, between U.S.
      Steel Serbia, d.o.o., as Borrower/Debtor and Raiffeisen Banka, a.d. as
      Lender/Creditor.

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    EXHIBIT
A

     

    FORM
OF ASSIGNMENT

     

    AGREEMENT
dated as of ______________, _____ among [NAME OF ASSIGNOR] (the “Assignor”) and [NAME OF
ASSIGNEE] (the “Assignee”).

     

    WHEREAS,
this Assignment (the “Agreement”) relates to the
Amended and Restated Credit Agreement dated as of May 11, 2007 and amended and
restated as of June 12, 2009 (as the same may be amended from time to time, the
“Credit Agreement”)
among United States Steel Corporation (the “Borrower”), the Assignor and
the other Lenders party thereto, and JPMorgan Chase Bank, N.A., as
Administrative Agent and Collateral Agent (the “Administrative
Agent”).

     

    WHEREAS,
as provided under the Credit Agreement, the Assignor has a Commitment to make
Loans to the Borrower and participate in Letters of Credit in an aggregate
principal amount at any time outstanding not to exceed
$______________;

     

    WHEREAS,
Loans made to the Borrower by the Assignor under the Credit Agreement in the
aggregate principal amount of $_____________ are outstanding at the date
hereof;

     

    WHEREAS,
Letters of Credit with a total amount available for drawing thereunder of
$______________ are outstanding at the date hereof; and

     

    WHEREAS,
the Assignor proposes to assign to the Assignee all of the rights of the
Assignor under the Credit Agreement in respect of a portion of its Commitment
thereunder in an amount equal to $____________ (the “Assigned Amount”), together
with a corresponding portion of each of its outstanding Loans and its LC
Exposure, and the Assignee proposes to accept such assignment and assume the
corresponding obligations of the Assignor under the Credit
Agreement;

     

    NOW,
THEREFORE, in consideration of the foregoing and the mutual agreements contained
herein, the parties hereto agree as follows:

     

    SECTION
1.  Definitions.  All
capitalized terms not otherwise defined herein have the respective meanings set
forth in the Credit Agreement.

     

    SECTION
2.  Assignment.  The
Assignor hereby assigns and sells to the Assignee all of the rights of the
Assignor under the Credit Agreement to the extent of the Assigned Amount and a
corresponding portion of each of its outstanding Loans and its LC Exposure, and
the Assignee hereby accepts such assignment from the Assignor and assumes all of
the obligations of the Assignor under the Credit Agreement to the extent of the
Assigned Amount and the corresponding portion of each of its outstanding Loans
and its LC Exposure.

     

    


    
      
        
           


        

        
          A-1

          
            

          

        

        
           


        

      

    

    


    Upon the
execution and delivery hereof by the Assignor and the Assignee and by the
Administrative Agent, the LC Issuing Bank, [and the Borrower]1 and the payment of the
amounts specified in Section 3 hereof required to be paid on the date hereof (i)
the Assignee shall, as of the date hereof, succeed to the rights and be
obligated to perform the obligations of a Lender under the Credit Agreement with
a Commitment in an amount equal to the Assigned Amount and shall acquire the
rights of the Assignor with respect to a corresponding portion of each of its
outstanding Loans and its LC Exposure and (ii) the Commitment of the Assignor
shall, as of the date hereof, be reduced by the Assigned Amount, and the
Assignor shall be released from its obligations under the Credit Agreement to
the extent such obligations have been assumed by the Assignee.  The
assignment provided for herein shall be without recourse to the
Assignor.

     

    SECTION
3.  Payments.  As
consideration for the assignment and sale contemplated in Section 2 hereof, the
Assignee shall pay to the Assignor on the date hereof in Federal funds the
amount heretofore agreed between them.2  Commitment
fees and letter of credit participation fees accrued before the date hereof are
for the account of the Assignor and such fees accruing on and after the date
hereof with respect to the Assigned Amount are for the account of the
Assignee.  Each of the Assignor and the Assignee agrees that if it
receives any amount under the Credit Agreement which is for the account of the
other party hereto, it shall receive the same for the account of such other
party to the extent of such other party’s interest therein and promptly pay the
same to such other party.

     

    SECTION
4.  Consent of [the
Borrower,] the Administrative Agent and the LC Issuing
Bank.  This Agreement is conditioned upon the consent of [the
Borrower,] the Administrative Agent and the LC Issuing Bank pursuant to Section
9.04(b) of the Credit Agreement.  The execution of the Agreement by
[the Borrower,] the Administrative Agent and each LC Issuing Bank is evidence of
this consent.3

     

    SECTION
5.  Non-Reliance on
Assignor.  The Assignor makes no representation or warranty in
connection with, and shall have no responsibility with respect to, the solvency,
financial condition, or statements of the Borrower, or the validity and
enforceability of the Borrower’s obligations under the Credit Agreement, any
note issued thereunder or any Loan Document.  The Assignee
acknowledges that it has, independently and without reliance on the Assignor,
and based on such documents and information as it has deemed appropriate, made
its own
credit analysis and decision to enter its own independent appraisal of the
business, affairs and financial condition of the Borrower.

     

     

     

    
      

    

    1 Delete
if consent is not required.

     

    2 Amount
should combine principal together with accrued interest and breakage
compensation, if any, to be paid by the Assignee, net of any portion of any
upfront fee to be paid by the Assignor to the Assignee.  It may be
preferable in an appropriate case to specify these amounts generically or by
formula rather than as a fixed sum.

     

    3 Delete
applicable bracketed provisions if Borrower consent is not
required.

     

    


    
      
        
           


        

        
          A-2

          
            

          

        

        
           


        

      

    

     

    SECTION
6.  Acknowledgment
of Intercreditor Agreement.  This Agreement is conditioned upon
the Assignee’s acknowledgment of, and agreement to be bound by, the
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.  The
execution of this Agreement by the Assignee is evidence of such acknowledgment
and agreement.

     

    SECTION
7.  Governing
Law.  This Agreement shall be governed by and construed in
accordance with the laws of the State of New York.

     

    SECTION
8.  Counterparts.  This
Agreement may be signed in any number of counterparts, each of which shall be an
original, with the same effect as if the signatures thereto and hereto were upon
the same instrument.

     

    


    
      
        
           


        

        
          A-3

          
            

          

        

        
           


        

      

    

    


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

     

    


    
      
        	
                [NAME
      OF ASSIGNOR]

              
	 	 
	
                By:

              	 
      
	 
      	
                Name:

              	 
      
	 
      	
                Title:

              	 
      


      

    

    


    


    
      
        	
                [NAME
      OF ASSIGNEE]

              
	 	 
	
                By:

              	 
      
	 
      	
                Name:

              	 
      
	 
      	
                Title:

              	 
      


      

    

    


    


    
      
        
           


        

        
          A-4

          
            

          

        

        
           


        

      

    

    


    The
undersigned consent to the foregoing assignment.

    


    
      
        	
                [UNITED
      STATES STEEL CORPORATION

              
	 	 
	
                By:

              	 
      
	 
      	
                Name:

              	 
      
	 
      	
                Title:]4

              	 
      


      

    

    


    


    
      
        	
                JPMORGAN
      CHASE BANK, N.A., as Administrative Agent and LC Issuing
    Bank

              
	 	 
	
                By:

              	 
      
	 
      	
                Name:

              	 
      
	 
      	
                Title:

              	 
      


      

    

    


    


    
      
        	
                OTHER
      LC ISSUING BANKS (if any)

              
	 	 
	
                By:

              	 
      
	 
      	
                Name:

              	 
      
	 
      	
                Title:

              	 
      


      

    

    
 

     

      
        

      

      4 Delete
if Borrower’s consent is not required.

    

    


    
      
        
           


        

        
          A-5

          
            

          

        

        
           


        

      

    

    


    EXHIBIT
B

     

    FORM
OF OPINION OF ASSISTANT GENERAL COUNSEL OF THE BORROWER

     

     

    June 12,
2009

     

    To the
Lenders and the Agent

    Hereinafter
defined

    c/o
JPMorgan Chase Bank, N. A.

    as
Administrative Agent

    270 Park
Avenue

    New York,
New York 10017

     

    Ladies
and Gentlemen:

     

    I am the
Assistant General Counsel—Corporate of United States Steel Corporation, a
Delaware corporation (the "Corporation").  This opinion is being
delivered pursuant to Section 4.01(b) of the Amended and Restated Credit
Agreement dated as of May 11, 2007 and amended and restated as of June 12,
2009 among the Corporation, the Lenders party thereto, the LC Issuing Banks
party thereto and JPMorgan Chase Bank, N.A. as Administrative Agent and
Collateral (the “Agreement”).  Except as otherwise indicated herein,
capitalized terms used in this opinion letter are defined as set forth in the
Agreement.

     

    I or
persons under my supervision have examined originals or copies of such
documents, corporate records, certificates of public officials and other
instruments and have conducted such other investigations of fact and law as they
and I have deemed necessary or advisable for purposes of this
opinion.  Such documents include, without limitation, the
following:

     

    
      	
               
      

            	
              1.

            	
              The
      Credit Agreement;

            


    

     

    
      	
               
      

            	
              2.

            	
              [The
      promissory notes issued by the Borrower pursuant to Section 2.17(d) of the
      Credit Agreement (the “Notes”);]

            


    

     

    
      	
               
      

            	
              3.

            	
              The
      Security Agreement dated as of June 12, 2009 between the Borrower and the
      Agent;

            


    

     

    
      	
               
      

            	
              4.

            	
              The
      Intercreditor Agreement among PNC Bank, National Association, as Funding
      Agent, the Bank of Nova Scotia, as Funding Agent and Receivables
      Collateral Agent, JPMorgan Chase Bank,
      N.A., as Lender Agent, U. S. Steel Receivables, LLC, as Transferor and the
      Borrower, as Originator as Initial Servicer and as
      Borrower;

            


    

     

     

    
      
        
        

      

      
        B-1

        
          

        

      

      
        
        

      

    

     

    


    
    

    
      	
               
      

            	
              5.

            	
              The
      Blocked Account Control Agreement dated as of June 12, 2009 among the
      Borrower, the Agent and the Bank of New York
  Mellon

            


    

     

    
      	
               
      

            	
              6.

            	
              The
      Secondary Financing Blocked Account Control Agreement dated as of June 12,
      2009 among U. S. Steel Receivables LLC, the Borrower, the Agent and the
      Bank of New York Mellon (the “Secondary Blocked Account
      Agreement—Mellon”); and

            


    

     

    
      	
               
      

            	
              7.

            	
              The
      Secondary Financing Blocked Account Control Agreement dated as of June 12,
      2009 among U. S. Steel Receivables LLC, the Borrower, the Agent and
      [National City Bank/PNC Bank N.A.].

            


    

     

    The
documents listed in items 1 through [7] of the foregoing list are sometimes
hereinafter referred to as the “Loan Documents.”  The documents
referred to in items [5 through 7] of the foregoing list are sometimes
hereinafter referred to as the “Account Control Agreements.”  The
Security Agreement and the Account Control Agreements are sometimes hereinafter
referred to as the “Collateral Agreements”.

     

    In
rendering this opinion I made the following assumptions:

     

    
      	
               
      

            	
              1.

            	
              Each
      party to the Loan Documents, other than the Corporation, has satisfied
      those legal requirements applicable to it necessary to make the Loan
      Documents enforceable against it;

            


    

     

    
      	
               
      

            	
              2.

            	
              Each
      party to the Loan Documents, other than the Corporation, has satisfied
      those legal requirements pertaining to its status as such status relates
      to its rights to enforce the Loan Documents;
and

            


    

     

    
      	
               
      

            	
              3.

            	
              Each
      document submitted to me for review is true and complete, each such
      document that is an original is authentic, each such document that is a
      copy conforms to an authentic original, and all signatures (other than
      signatures of officers of the Corporation) on each such document are
      genuine; and

            


    

     

    
      	
               
      

            	
              4.

            	
              The
      Administrative Agent conducts business in the ordinary course in the State
      of New York.

            


    

     

     

    
      
        
        

      

      
        B-2

        
          

        

      

      
        
        

      

    

     

    Based on
and subject to the foregoing, I am of the opinion that:

     

    1.           The
Corporation is a corporation duly organized, validly existing and in good
standing under the laws of the State of Delaware and is duly qualified and in
good standing as a foreign corporation authorized to do business in each
jurisdiction set forth on Annex I hereto.  The Corporation has all
powers and all material governmental licenses, authorizations, consents and
approvals required to conduct its business as now conducted except to the extent
failure to have such governmental licenses, authorizations, consents and
approvals, individually or in the aggregate would not reasonably be expected to
have a Material Adverse Effect.

     

    2.           The
execution, delivery and performance by the Corporation of the Agreement, [the
Notes] and the other Loan Documents and the other Financing Transactions are
within the Corporation’s powers, have been duly authorized by all necessary
action, require no action by or in respect of, or filing with, any governmental
body, agency or official and do not and will not contravene, or constitute a
default under, any provision of applicable law or regulation or of the
Corporation’s certificate of incorporation, charter or by-laws or to my
knowledge of any agreement, judgment, injunction, order, decree or other
instrument binding upon the Corporation or any of its properties or give rise to
a right thereunder to require the Corporation to make any payment or result in
the creation or imposition of any Lien (other than the Liens created by the
Security Documents) on any asset of the Corporation or any
Subsidiary.

     

    3.           Each
Loan Document to which the Corporation is a party has been duly executed and
delivered by the Corporation.  Each Loan Document [(other than the
Notes)] constitutes a valid and binding agreement of the Corporation and the
Notes constitute valid and binding obligations of the Corporation, in each case
enforceable in accordance with its terms.

     

    4.           The
Security Agreement is effective to create, in favor of the Administrative Agent
for the benefit of the Secured Parties, as security for the Secured Obligations,
a valid security interest (the “Security Interest”) in the Borrower’s right,
title and interest in that portion of the Collateral, as defined in the Security
Agreement (the “Collateral”), described therein in which a security interest may
be created pursuant to Article 9 of the Uniform Commercial Code as in effect in
the State of New York on the date hereof (the “UCC”).

     

    5.           To
the extent that the filing of a Uniform Commercial Code financing statement in
the State of Delaware is effective under the UCC to perfect a security interest
in the Collateral, the Security Interest in the Collateral will be perfected
upon the filing of Uniform Commercial Code financing statement in the
forms
attached hereto as Exhibit A (the “Financing Statement”) in the filing office
located in the State of Delaware that is indicated thereon, except that (a)
continuation statements with respect to such Financing Statement must be filed
within the period of six months prior to the expiration of five years from the
date of filing of such Financing Statement and, in turn, the date of filing of
any such continuation statement and (b) additional filings may be necessary if
the Borrower changes its name or its “location” (as defined in Section 9-307 of
the UCC).

     

     

    
      
        
        

      

      
        B-3

        
          

        

      

      
        
        

      

    

     

     

    6.           Upon
the due execution and delivery of the Account Control Agreements by the parties
thereto, the Security Interest in the accounts listed therein will be
perfected.

     

    7.           Except
as set forth in (a) the Borrower’s 2008 Form 10-K and (b) the Borrower’s Latest
Form 10-Q, there is no action, suit arbitration or other proceeding, inquiry or
investigation, at law or in equity, or before or by any court, public board or
body, arbitrator or arbitral body or other Governmental Authority, pending
against the Corporation or of which the Corporation has otherwise received
official notice or which to my knowledge is threatened against the Corporation,
wherein there is a reasonable possibility of an unfavorable decision, ruling or
finding that would reasonably be expected to result in a Material Adverse Effect
or that involves any of the Loan Documents or the Financing
Transactions.  Since the dates of the respective descriptions of
proceedings contained in the reports identified in the immediately preceding
sentence, there has been no change in the status of such proceedings that would
reasonably be expected to result in a Material Adverse Effect or that involves
any of the Loan Documents or the Financing Transactions.

     

    8.           The
Corporation is not (a) an “investment company” within the meaning of the
Investment Company Act of 1940, as amended, or a company controlled (directly or
indirectly) by or acting on behalf of any Person which is an “investment
company” within the meaning of said Act, or (b) to the best of my knowledge,
otherwise subject to any regulatory scheme which restricts its ability to incur
Debt.

     

    The
opinions set forth in paragraphs 3 through 6 are qualified by the effect of: (i)
bankruptcy, insolvency, reorganization, receivership, moratorium and other
similar laws affecting the rights and remedies of creditors generally, (ii)
general principles of equity, and (iii) applicable rules of law which: (A) limit
or affect the enforcement of provisions of a contract that purport to require
waiver of the obligations of good faith, fair dealing, diligence and
reasonableness, (B) limit the availability of a remedy under certain
circumstances where another remedy has been elected, (C) limit the
enforceability of provisions releasing, exculpating, or exempting a party from,
or requiring indemnification of a party for, liability for its own
action or inaction, (D) limit the enforceability of  any provision
purporting to disallow waivers by course of conduct or oral authorization or to
excuse failure to act or delay in acting by any party, (E) limit the
enforceability of any provision purporting to authorize conclusive or sole
determinations by the Lenders or the Administrative Agent, (F) limit the
enforceability of any provision waiving marshaling or redemption rights relative
to the Collateral and (G) may, where less than all of a contract may be
unenforceable, limit the enforceability of the balance of the contract to
circumstances in which the unenforceable portion is not an essential part of the
agreed exchange.

     

    
      
        
        

      

      
        B-4

        
          

        

      

      
        
        

      

    

     

    I note
the possible unenforceability in whole or in part of certain remedial provisions
of the Collateral Documents, although the inclusion of such provisions does not
render any of the Collateral Documents invalid, and each of the Collateral
Documents contains, in my judgment, adequate remedial provisions for the
practical realization of the rights and benefits afforded thereby.

     

    The
foregoing opinion is limited to the laws of the Commonwealth of Pennsylvania,
the Federal laws of the United States of America and the General Corporation Law
of the State of Delaware.  As the Loan Documents are by their terms
governed by the laws of the State of New York, the foregoing opinion should be
understood to conclude that: (a) a Pennsylvania court or a Federal court sitting
in Pennsylvania would give effect to the choice of New York law to govern the
Loan Documents and (b) under the internal laws of the Commonwealth of
Pennsylvania each of the Loan Documents [(other than the Notes)] constitutes a
valid and binding agreement of the Corporation and the Notes constitute valid
and binding obligations of the Corporation.

     

    This
Opinion Letter speaks only as of its date.  I have no obligation to
advise you (or any third party) of changes in law or fact occurring after the
date of this Opinion Letter.

     

    This
Opinion Letter may be relied upon by you and the Lenders only in connection with
the execution and delivery of the Loan Documents and may not be used or relied
upon by you or any other person (other than your and their lawful successors and
assigns) for any other purpose whatsoever without in each instance my prior
written consent.

     

    Very
truly yours,

     

     

    
      
        
        

      

      
        B-5

        
          

        

      

      
        
        

      

    

     

    ANNEX
I

     

    Alabama

    Illinois

    Indiana

    Louisiana

    Michigan

    Minnesota

    New
York

    Ohio

    Oklahoma

    Pennsylvania

    Tennessee

    Texas

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Exhibit D-1 (Page 1 of
2)

     

    United
States Steel Corporation Form of Borrowing Base Certificate*

    For
the Month Ended _______________

    


    
      	
              A

            	
              Available
      inventory (from page 2 of 2)

            	 	 	 	 	$	 	 	 	 	 
	 
      	 
      	 	 	 	 	 	 	 	 	 	 
	
              B

            	
              Availability
      Reserves

            	 	 	 	 	 	 	 	 	 	 
	 
      	
                 (a)
      Outside Processor/Third-Party Warehouseman/Borrower Joint Venture
      Liability (equal to month-end liability)

            	 	$	 	 	 	 	 	 	 	 	 
	 
      	
                 (b)
      UCC financing statements filed on Collateral

            	 	$	 	 	 	 	 	 	 	 	 
	 
      	
                 (c)
      Permitted Liens

            	 	$	 	 	 	 	 	 	 	 	 
	 
      	
                 (d)
      Purchase money liens

            	 	$	 	 	 	 	 	 	 	 	 
	 
      	
                 (e)
      Other

            	 	$	 	 	 	 	 	 	 	 	 
	 
      	
              Total
      Availability Reserves

            	 	 	 	 	 	$	 	 	 	 	 
	 
      	 
      	 	 	 	 	 	 	 	 	 	 	 
	
              C.

            	
              Amount
      of Secured Derivative Obligations (such amount to be determined in
      accordance with the definition of “Secured Derivative Obligations”, up to
      a maximum amount of $75,000,000)

            	 	 	 	 	 	$	 	 	 	 	 
	 
      	 
      	 	 	 	 	 	 	 	 	 	 	 
	
              D.

            	
              Available
      Receivables (if applicable)

            	 	 	 	 	 	$	
            	 	 	 	 
	 
      	 
      	 	 	 	 	 	 	 	 	 	 	 
	
              E.

            	
              Borrowing
      Base (line A – line B – line C + line D)**

            	 	 	 	 	 	$	 	 	 	 	 
	 
      	 
      	 	 	 	 	 	 	 	 	 	 	 
	
              F.

            	
              Aggregate
      Commitments

            	 	 	 	 	 	$	 	 	 	 	 
	 
      	 
      	 	 	 	 	 	 	 	 	 	 	 
	
              G.

            	
              Lesser
      of lines E and F

            	 	 	 	 	 	 	 	 	 	$	 	 
	 
      	 
      	 	 	 	 	 	 	 	 	 	 	 	 
	
              H.

            	
              Aggregate
      principal amount of Loans outstanding

            	 	 	 	 	 	$	 	 	 	 	 	 
	 
      	 
      	 	 	 	 	 	 	 	 	 	 	 	 
	
              I.

            	
              Outstanding
      undrawn Letters of Credit

            	 	 	 	 	 	$	 	 	 	 	 	 
	 
      	 
      	 	 	 	 	 	 	 	 	 	 	 	 
	
              J.

            	
              Unreimbursed
      amount of drawn Letters of Credit

            	 	 	 	 	 	$	 	 	 	 	 	 
	 
      	 
      	 	 	 	 	 	 	 	 	 	 	 	 
	
              K.

            	
              Subtotal
      (line H + line I + line J)

            	 	 	 	 	 	 	 	 	 	$	 	 
	 
      	 
      	 	 	 	 	 	 	 	 	 	 	 	 
	
              L.

            	
              Facility
      Availability / (Overadvance) (lines G minus line K)

            	 	 	 	 	 	 	 	 	 	$	 	 


    

    


    Officer’s
Certification:

    Pursuant
to the Amended and Restated Credit Agreement dated as of May 11, 2007 and
amended and restated as of June
12, 2009 (as further amended from time to time, the “Credit
Agreement”;  capitalized terms used herein shall have the
meaning assigned to such terms in such Credit Agreement), the undersigned
certifies that the information provided in this certificate to JPMorgan Chase
Bank, N.A., as Administrative Agent and Collateral Agent, is accurate and
complete based on the accounting records of United States Steel
Corporation.

     

    
      	___________________________________	____________
	Signature
      & Title	Date


    

     

    *The
Borrowing Base Certificate is to be accompanied by documentation outlined in
Schedule 1 to Exhibit D.

    **Available
Inventory attributable to Raw Materials Inventory not to account for more than
60% of Borrowing Base.

     

    
      
        
        

      

      
        D1-1

        
          

        

      

      
        
        

      

    

     

    Exhibit D-1 (Page 2 of
2)

    


    United
States Steel Corporation Form of Borrowing Base Certificate

    For
the Month Ended ____________________

    


    
      	 
      	 	
              Raw Materials

            	 	 	
              Semi-Finished & Scrap

            	 	 	
              Finished Goods

            	 	 	
              Total

            	 
	
              Total
      gross inventory (per plant level records at predetermined cost/purchased
      items at rolling average cost)

            	 	$	 	 	 	$	 	 	 	$	 	 	 	$	 	 
	
              Less
      ineligibles:

            	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                   Intercompany
      profit

            	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                   Intransit

            	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                   Inventory
      at outside processors, warehouses and joint ventures ≤
      $500,000

            	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                   Inventory
      at outside processors, warehouses and joint ventures > $500,000 without
      collateral access agreements

            	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                   Inventory
      at outside processors, warehouses and joint ventures > $500,000 with
      collateral access agreements in excess of 100 locations

            	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                   Inventory
      at joint venture without satisfactory joint venture
    agreement

            	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                   Inventory
      at customer and vendors other than outside processors, warehouses and
      joint ventures

            	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                   Consignment
      inventory

            	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                   Maintenance
      spare parts

            	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                   Aged
      inventory net of scrap value

            	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                   Supplies and sundry:

            	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                        Fuel
      oil

            	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                        Coal
      chemicals

            	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                        Metal
      Products

            	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                        Miscellaneous

            	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                        Non-LIFO
      inventory

            	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                        Store
      supplies

            	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                        Cleaning
      mixtures

            	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                        Lubricants

            	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                        Other

            	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                   Scale,
      slag and other by-products

            	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                   Sulphur
      and other ineligible raw materials

            	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                   Billed
      not shipped

            	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                   Reserve
      for non-prime, seconds or “off-spec” inventory > 3%

            	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                   Depreciation

            	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                   Non-production
      costs

            	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                   Not
      located in United States (or other jurisdiction with satisfactory security
      and perfection arrangements)

            	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                   Not
      owned solely without good and marketable title

            	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                   No
      perfected first priority lien or non-permitted lien

            	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                   Other
      (per terms of the Credit Agreement)

            	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                   Valuation
      reserves:

            	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                   Reserve
      for favorable variances between pre-determined cost and actual
      cost

            	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                   Revaluation
      reserve

            	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                   Lower
      of cost or market reserve

            	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                   Reserve
      for iron ore transportation costs

            	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                   Reserve
      for costs incurred at headquarters allocated to inventory

            	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                   Other
      (per terms of the Credit Agreement)

            	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Total
      Ineligibles

            	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Eligible
      inventory

            	 	$	 	 	 	$	 	 	 	$	 	 	 	$	 	 
	
              Lesser
      of:

            	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              (i)
      Advance Rates (A); and

            	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              (ii)
      85% of net recovery rates (B)

            	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Available
      Inventory

            	 	$	 	 	 	$	 	 	 	$	 	 	 	$	 	 


    

    


    The
Borrowing Base Certificate is to be accompanied by documentation outlined in
Schedule 1 to Exhibit D.

     

    (A) 65%
of Eligible Finished Goods Inventory, Eligible Semi-Finished Goods and Scrap
Inventory or Raw Materials Inventory, as the case may be.

    


    (B) 85%
of net recovery rates (as defined by an independent appraisal) with respect to
Eligible Finished Goods Inventory, Eligible Semi-Finished Goods and Scrap
Inventory or Raw Materials Inventory, as the case may be.

     

    
      
        
        

      

      
        D1-2

        
          

        

      

      
        
        

      

    

     

    Exhibit D-2 (Page 1 of
2)

    


    United
States Steel Corporation Form of Borrowing Base Certificate*

    For
the Bi-Weekly period ended _______________

    


    


    
      	
              A

            	
              Available
      inventory (from page 2 of 2)

            	 	 	 	 	$	 	 	 	 	 
	 
      	 
      	 	 	 	 	 	 	 	 	 	 
	
              B

            	
              Availability
      Reserves

            	 	 	 	 	 	 	 	 	 	 
	 
      	
                 (a)
      Outside Processor/Third-Party Warehouseman/Borrower Joint Venture (equal
      to month-end liability)

            	 	$	 	 	 	 	 	 	 	 	 
	 
      	
                 (b)
      UCC financing statements filed on Collateral

            	 	$	 	 	 	 	 	 	 	 	 
	 
      	
                 (c)
      Permitted Liens

            	 	$	 	 	 	 	 	 	 	 	 
	 
      	
                 (d)
      Purchase money liens

            	 	$	 	 	 	 	 	 	 	 	 
	 
      	
                 (e)
      Other

            	 	$	 	 	 	 	 	 	 	 	 
	 
      	
              Total
      Availability Reserves

            	 	 	 	 	 	$	 	 	 	 	 
	 
      	 
      	 	 	 	 	 	 	 	 	 	 	 
	
              C.

            	
              Amount
      of Secured Derivative Obligations (such amount to be determined in
      accordance with the definition of “Secured Derivative Obligations”, up to
      a maximum of $75,000,000)

            	 	 	 	 	 	$	 	 	 	 	 
	 
      	 
      	 	 	 	 	 	 	 	 	 	 	 
	
              D.

            	
              Available
      Receivables (if applicable)

            	 	 	 	 	 	$	 	 	 	 	 
	 
      	 
      	 	 	 	 	 	 	 	 	 	 	 
	
              E.

            	
              Borrowing
      Base (line A – line B – line C + line D)**

            	 	 	 	 	 	$	 	 	 	 	 
	 
      	 
      	 	 	 	 	 	 	 	 	 	 	 
	
              F.

            	
              Aggregate
      Commitments

            	 	 	 	 	 	$	 	 	 	 	 
	 
      	 
      	 	 	 	 	 	 	 	 	 	 	 
	
              G.

            	
              Lesser
      of lines E and F

            	 	 	 	 	 	 	 	 	 	$	 	 
	 
      	 
      	 	 	 	 	 	 	 	 	 	 	 	 
	
              H.

            	
              Aggregate
      principal amount of Loans outstanding

            	 	 	 	 	 	$	 	 	 	 	 	 
	 
      	 
      	 	 	 	 	 	 	 	 	 	 	 	 
	
              I.

            	
              Outstanding
      undrawn Letters of Credit

            	 	 	 	 	 	$	 	 	 	 	 	 
	 
      	 
      	 	 	 	 	 	 	 	 	 	 	 	 
	
              J.

            	
              Unreimbursed
      amount of drawn Letters of Credit

            	 	 	 	 	 	$	 	 	 	 	 	 
	 
      	 
      	 	 	 	 	 	 	 	 	 	 	 	 
	
              K.

            	
              Subtotal
      (line H + line I + line J)

            	 	 	 	 	 	 	 	 	 	$	 	 
	 
      	 
      	 	 	 	 	 	 	 	 	 	 	 	 
	
              L.

            	
              Facility
      Availability / (Overadvance) (lines G minus line K)

            	 	 	 	 	 	 	 	 	 	$	 	 


    

    


    Officer’s
Certification:

    Pursuant
to the Amended and Restated Credit Agreement dated as of May 11, 2007 and
amended and restated as of June
12, 2009 (as further amended from time to time, the “Credit Agreement”; capitalized
terms used herein shall have the meaning assigned to such terms in such Credit
Agreement), the undersigned certifies that the information provided in this
certificate to JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral
Agent, is accurate and complete based on the accounting records of United States
Steel Corporation.

     

    
      
        	___________________________________	____________
	Signature
      & Title	Date


      

       

      *The
Borrowing Base Certificate is to be accompanied by documentation outlined in
Schedule 1 to Exhibit D.

    

    **Available
Inventory attributable to Raw Materials Inventory not to account for more than
60% of Borrowing Base.

     

    
      
        
        

      

      
        D2-1

        
          

        

      

      
        
        

      

    

     

    Exhibit D-2 (Page 2 of
2)

     

    United
States Steel Corporation

    Form
of Borrowing Base Certificate*

    For
the Bi-Weekly period Ended _________________

     

    


    
      	 
      	 	
              
                Raw
      Materials

              

            	 	 	
              
                Semi-Finished
      & Scrap

              

            	 	 	
              
                Finished
      Goods

              

            	 	 	
              
                Total

              

            	 
	
              Total
      gross inventory per plant level records at predetermined cost
      (A)

            	 	$	 	 	 	$	 	 	 	$	 	 	 	$	 	 
	
              Less
      ineligibles per most recent month end Borrowing Base
      Certificate:

            	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Eligible
      inventory

            	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Lesser
      of:

            	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              (i)
      Advance Rates (A); and

            	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              (ii)
      85% of net recovery rates (B)

            	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Available
      Inventory

            	 	$	 	 	 	$	 	 	 	$	 	 	 	$	 	 
	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


    

    
      	
              *

            	
              The
      Borrowing Base Certificate is to be accompanied by documentation outlined
      in Schedule 1 to Exhibit D.

            


    

     

    
      	
              (A)

            	
              If
      the gross inventory amounts per plant level records at predetermined cost
      are not available on a bi-weekly basis, the Borrower will roll forward
      inventory in tons for raw materials, supplies, sundry, semi-finished,
      scrap and finished goods.  The total tons will then be
      multiplied by the per-ton rate from the most recently submitted monthly
      Borrowing Base Certificate to determine the total gross
      inventory.

            


    

     

    
      	
              (B)

            	
              65%
      of Eligible Finished Goods Inventory, Eligible Semi-Finished Goods and
      Scrap Inventory or Raw Materials Inventory, as the case may
      be.

            


    

    


    
      	
              (C)

            	
              85%
      of net recovery rates (as defined by an independent appraisal) with
      respect to Eligible Finished Goods Inventory, Eligible Semi-Finished Goods
      and Scrap Inventory or Raw Materials Inventory, as the case may
      be.

            


    

     

     

    
      
        
        

      

      
        D2-2

        
          

        

      

      
        
        

      

    

    


    


    Schedule
1 to

    Exhibit
D

    Page
1 of 4

     

    United
States Steel Corporation

    Collateral
Monitoring Reporting Requirements

    Documents
to be Submitted to the Collateral Agent

     

    Inventory

     

    Bi-Weekly

     

    The
information detailed below is to be submitted within two Business Days after the
end of each period of two calendar weeks (each such bi-weekly period deemed to
end on a Friday) at the end of which the Average Facility Availability is less
than the greater of (x) 20% of the total aggregate Commitments and (y)
$150,000,000.

     

    
      	
              1)

            	
              Bi–Weekly
      Borrowing Base Certificate in the form of Exhibit
  D-2.

            


    

    
      	
              2)

            	
              Supporting
      documentation (Daily Shipment and Production Reports) for the inventory
      roll forward by tons.

            


    

    
      	
              3)

            	
              Additional
      information to be determined by the Collateral
  Agent.

            


    

     

    Monthly

     

    The
information detailed below is to be submitted within 20 days after the end of
each calendar month.

     

    
      	
              1)

            	
              Monthly
      Borrowing Base Certificate in the form of Exhibit D-1 accompanied by
      supporting documentation and supplemental reporting (system generated
      extract report where applicable) for all inventory ineligibles as per the
      Credit Agreement including but not limited to the
    following:

            


    

    (a)           Intercompany
profit

    (b)           In
transit

    (c)           Inventory
at outside processors

    (d)           Maintenance
spare parts

    (e)           Aged
inventory

    (f)           Fuel
oil

    (g)           Coal
chemicals

    (h)           Metal
products

    (i)           Non
LIFO inventory

    (j)           Store
supplies

    (k)           Cleaning
mixtures

    (l)           Lubricants

    (m)           Scale,
slag and other by-products

    (n)           Sulphur

    (o)           Billed
not shipped

    (p)           Not
located in the US

    (q)           Valuation
Reserves

    (r)           Availability
Reserves

    


    
      	
              2) 

            	
              Summary
      of Steel Inventories (page 3 of 4 below) detailing the ending inventory of
      tons and dollars, by plant and by major product
      classification.

            


    

     

     

    
      
        
        

      

      
        D-1

        
          

        

      

      
        
        

      

    

     

    Schedule
1 to

    Exhibit
D

    Page
2 of 4

     

    United
States Steel Corporation

    Collateral
Monitoring Reporting Requirements

    Documents
to be Submitted to the Collateral Agent

     

    Inventory
(cont.)

     

    
      	
              3)

            	
              SR-17
      report to support total gross inventory for raw materials, supplies,
      sundry, semi-finished, scrap and finished
goods.

            


    

     

    
      	
              4)

            	
              Schedule
      summarizing aged product inventory.

            


    

     

    
      	
              5)

            	
              Supporting
      documentation for calculation of ALL valuation reserves per the Credit
      Agreement including but not limited to favorable variances, lower of cost
      or market, revaluation reserve, iron ore transportation costs, costs
      incurred at headquarters allocated to
inventory.

            


    

     

    
      	
              6)

            	
              Summary
      of steel product off-premises inventory schedule, detailing the ending
      inventory in tons and dollars, by plant, for each outside processor and
      outside warehouse holding inventory in excess of $500,000 and in the
      aggregate for all outside processors and outside warehouses holding
      inventory less than  or equal to
  $500,000

            


    

     

    
      	
              7)

            	
              Schedule
      summarizing inventory balance at outside processors and outside warehouses
      holding inventory in excess of $500,000, with collateral access agreements
      and the corresponding accounts payable
balance

            


    

     

    
      	
              8)

            	
              Listing
      of outside processors and outside warehouses holding inventory in excess
      of $500,000 without collateral access agreements and the inventory
      balance

            


    

     

    
      	
              9)

            	
              Reconciliation
      of inventory amounts per the Borrowing Base to the general ledger and
      financial statements

            


    

     

    
      	
              10)

            	
              Production
      Line Profitability Report (“PLP Report”) to provide gross margins by
      product line based on predetermined cost and year to date turnover
      calculation by product line.

            


    

     

    
      	
              11)

            	
              Average
      selling price per ton for the month and year to
  date.

            


    

     

    
      	
              12)

            	
              Non-prime
      shipments as a percentage of total shipments for the month and year to
      date.

            


    

     

    
      	
              13)

            	
              Cumulative
      year to date book to physical adjustment as a percentage of total
      inventory

            


    

     

    
      	
              14)

            	
              Additional
      information to be determined by the Collateral
  Agent.

            


    

     

     

    
      
        
        

      

      
        D-2

        
          

        

      

      
        
        

      

    

     

    Schedule
1 to

    Exhibit
D

    Page
3 of 4

     

    United
States Steel Corporation

    Supplemental
Information

    For
the Month Ended ________________

     

    Summary
of Steel Inventories (by plant)

    


    
      	 
      	 	 	 	 	
              Pre-determined costs

            	 
	 
      	 	
              Tons

            	 	 	
              $/Ton

            	 	 	
              $

            	 
	
              Finished Goods

            	 	 	 	 	 	 	 	 	 	 	 	 
	
              Finished
      tubes

            	 	 	 	 	 	 	 	 	 	 	 	 
	
              Plates

            	 	 	 	 	 	 	 	 	 	 	 	 
	
              Tin
      Plates

            	 	 	 	 	 	 	 	 	 	 	 	 
	
              Sheet
      F&C

            	 	 	 	 	 	 	 	 	 	 	 	 
	
              Total
      Finished

            	 	 	 	 	 	 	 	 	 	 	 	 
	
              Semi-Finished Goods and
    Scrap

            	 	 	 	 	 	 	 	 	 	 	 	 
	
              Slabs
      & blooms

            	 	 	 	 	 	 	 	 	 	 	 	 
	
              Coiled
      strip

            	 	 	 	 	 	 	 	 	 	 	 	 
	
              Black
      plate

            	 	 	 	 	 	 	 	 	 	 	 	 
	
              Sheets
      HR & CR

            	 	 	 	 	 	 	 	 	 	 	 	 
	
              Unfinished
      tubes

            	 	 	 	 	 	 	 	 	 	 	 	 
	
              Scrap

            	 	 	 	 	 	 	 	 	 	 	 	 
	
              Pig
      Iron

            	 	 	 	 	 	 	 	 	 	 	 	 
	
              Total
      Semi-Finished

            	 	 	 	 	 	 	 	 	 	 	 	 
	
              Raw materials & supplies &
      sundry

            	 	 	 	 	 	 	 	 	 	 	 	 
	
              Raw materials:

            	 	 	 	 	 	 	 	 	 	 	 	 
	
              Coking
      coal

            	 	 	 	 	 	 	 	 	 	 	 	 
	
              Coke

            	 	 	 	 	 	 	 	 	 	 	 	 
	
              Iron
      ore.

            	 	 	 	 	 	 	 	 	 	 	 	 
	
              Tin

            	 	 	 	 	 	 	 	 	 	 	 	 
	
              Terne
      mix

            	 	 	 	 	 	 	 	 	 	 	 	 
	
              Spelter

            	 	 	 	 	 	 	 	 	 	 	 	 
	
              Copper/BR/BR

            	 	 	 	 	 	 	 	 	 	 	 	 
	
              AOM&C

            	 	 	 	 	 	 	 	 	 	 	 	 
	
              Stone

            	 	 	 	 	 	 	 	 	 	 	 	 
	
              Sulphur

            	 	 	 	 	 	 	 	 	 	 	 	 
	
              Ferromang

            	 	 	 	 	 	 	 	 	 	 	 	 
	
              Ferrometals

            	 	 	 	 	 	 	 	 	 	 	 	 
	
              Maintenance
      spare parts

            	 	 	 	 	 	 	 	 	 	 	 	 
	
              Scale,
      slag & other by-products

            	 	 	 	 	 	 	 	 	 	 	 	 
	
              Other

            	 	 	 	 	 	 	 	 	 	 	 	 
	
              Total
      Raw Materials

            	 	 	 	 	 	 	 	 	 	 	 	 
	
              Supplies & Sundry:

            	 	 	 	 	 	 	 	 	 	 	 	 
	
              Fuel
      oil

            	 	 	 	 	 	 	 	 	 	 	 	 
	
              Coal
      chemicals

            	 	 	 	 	 	 	 	 	 	 	 	 
	
              Metal
      products

            	 	 	 	 	 	 	 	 	 	 	 	 
	
              Non-LIFO
      inventory

            	 	 	 	 	 	 	 	 	 	 	 	 
	
              Store
      supplies

            	 	 	 	 	 	 	 	 	 	 	 	 
	
              Cleaning
      mixtures

            	 	 	 	 	 	 	 	 	 	 	 	 
	
              Lubricants

            	 	 	 	 	 	 	 	 	 	 	 	 
	
              Other

            	 	 	 	 	 	 	 	 	 	 	 	 
	
              Total
      Raw Materials and Supplies & Sundry

            	 	 	 	 	 	 	 	 	 	 	 	 
	
              Total
      Gross Inventory

            	 	 	 	 	 	 	 	 	 	 	 	 


    

     

     

    
      
        
        

      

      
        D-3

        
          

        

      

      
        
        

      

    

     

    Schedule
1 to

    Exhibit
D

    Page
4 of 4

     

    UNITED
STATES STEEL CORPORATION

    COLLATERAL
MONITORING REPORTING REQUIREMENTS

     

    Documents
to be Submitted to the Collateral Agent

     

    Accounts
Payable

     

    Monthly

     

    The
information detailed below is to be submitted 20 days after the end of each
calendar month.

     

    
      	
              1)

            	
              Top
      ten accounts payable vendor balances, and if available, top ten by
      plant.

            


    

     

    
      	
              2)

            	
              Total
      accounts payable report by aged categories, and if available, aging by
      plant.

            


    

     

    Accounts
Receivable

     

    To
be determined by the Collateral Agent in its sole discretion upon the completion
of the collateral review field work to be performed subsequent to the
termination of the Effective Date Receivables Financing.

     

    


    
      	
              Submit
      to:

            
	
              Tracy
      Dowe

            
	
              JPMorgan
      Chase Bank, N.A.

            
	
              1300
      East 9th St., 13th FL

            
	
              Cleveland,
      OH 44114

            
	
              Work:
      216.781.2678

            
	
              Fax:
      216.781.2071

            


    

     

     

    
      
        
        

      

      
        D-4

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
E

     

    


    FORM
OF SUBSIDIARY GUARANTEE AGREEMENT

     

    GUARANTEE
AGREEMENT (this “Guarantee
Agreement”) dated as of ________, 20___ by [NAME OF SUBSIDIARY GUARANTOR]
, a [_________] corporation (with its successors, the “Subsidiary Guarantor”) for the
benefit of JPMORGAN CHASE BANK, N.A., as Administrative Agent and Collateral
Agent (with its successors, the “Administrative
Agent”).

     

    WHEREAS,
the Subsidiary Guarantor is a subsidiary of United States Steel Corporation, a
Delaware corporation (with its successors, the “Borrower”); and

     

    WHEREAS,
the Borrower, certain lenders (the “Lenders”), certain letter of
credit issuing banks, and the Administrative Agent have entered into an Amended
and Restated Credit Agreement dated as of May 11, 2007 and amended and restated
as of June 12, 2009 (as the same may be amended from time to time, the “Credit Agreement”);
and

     

    WHEREAS,
in consideration of the financial and other support that the Borrower has
provided, and such financial and other support as the Borrower may in the future
provide, to the Subsidiary Guarantor, the Subsidiary Guarantor is willing to
enter into this Guarantee Agreement;

     

    NOW,
THEREFORE, in consideration of the premises and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
Subsidiary Guarantor agrees as follows:

     

    1.      The Guarantee.  The
Subsidiary Guarantor hereby unconditionally guarantees the full and punctual
payment (whether at stated maturity, upon acceleration or otherwise) of each
Guaranteed Obligation, as hereinafter defined.  Upon failure by the
Borrower to pay punctually any Guaranteed Obligation, the Subsidiary Guarantor
shall forthwith on demand pay the amount not so paid at the place and in the
manner specified in the Loan Document evidencing such Guaranteed
Obligation.  “Guaranteed Obligations” means
(i) all principal of, premium and interest on all loans made pursuant to the
Credit Agreement (including, without limitation, any interest (“Post-Petition Interest”) which
accrues (or which would accrue but for such case, proceeding or action) after
the commencement of any case, proceeding or other action relating to the
bankruptcy, insolvency or reorganization of the Borrower (whether or not such
interest is allowed or allowable as a claim in any such case, proceeding or
other action) on all loans made pursuant to the Credit Agreement), (ii) all
reimbursement obligations with respect to any Letter of Credit under the Credit
Agreement and all interest thereon (including Post-Petition Interest), (iii) all
other amounts payable
by any Credit Party from time to time pursuant to the Loan Documents (including
any Post-Petition Interest with respect to such amounts), and (iv) any renewals,
refinancings or extensions of any of the foregoing (including Post-Petition
Interest).

     

     

    
      
        
        

      

      
        E-1

        
          

        

      

      
        
        

      

    

     

    2.      Guarantee
Unconditional.  The obligations of the Subsidiary Guarantor
hereunder shall be unconditional and absolute and, without limiting the
generality of the foregoing, shall not be released, discharged or otherwise
affected by:

     

    (a)                 any
extension, renewal, settlement, compromise, waiver or release in respect of any
obligation of the Borrower or any other Credit Party under any Loan Document, by
operation of law or otherwise;

     

    (b)                 any
modification or amendment of or supplement to the Credit Agreement or any other
Loan Document;

     

    (c)                 any
release, impairment, non-perfection or invalidity of any direct or indirect
security for any obligation of the Borrower, any other Credit Party or any other
Person under any Loan Document;

     

    (d)                 any
change in the corporate existence, structure or ownership of the Borrower, any
other Credit Party or any other Person or any of their respective Subsidiaries,
or any insolvency, bankruptcy, reorganization or other similar proceeding
affecting the Borrower, any other Credit Party or any other Person or any of
their assets or any resulting release or discharge of any obligation of the
Borrower, any other Credit Party or any other Person contained in any Loan
Document;

     

    (e)                 the
existence of any claim, set-off or other rights which the Subsidiary Guarantor
may have at any time against the Borrower, any other Credit Party, or any other
Person, whether in connection herewith or with any unrelated transactions, provided that nothing herein
shall prevent the assertion of any such claim by separate suit or compulsory
counterclaim;

     

    (f)                 any
invalidity or unenforceability relating to or against the Borrower for any
reason of the Credit Agreement or any other Loan Document or any provision of
applicable law or regulation purporting to prohibit the payment by the Borrower,
any other Credit Party or any other Person of the principal, premium or interest
on any loan made pursuant to, or any other amount payable pursuant to any Loan
Document; or

     

     

    
      
        
        

      

      
        E-2

        
          

        

      

      
        
        

      

    

     

    (g)                 any
other act or omission to act or delay of any kind by the Borrower, any other
Credit Party, the Administrative Agent or any other Person or any other
circumstance whatsoever which might, but for the provisions
of this paragraph, constitute a legal or equitable discharge of or defense to
the Subsidiary Guarantor’s obligations hereunder (other than payment in full of
the Guaranteed Obligations, subject to the provisions of Section 4 in the event
that any such payment is rescinded or must otherwise be restored or
returned).

     

    3.      Limit of
Liability.  The Subsidiary Guarantor shall be liable under this
Guarantee Agreement only for amounts aggregating up to the largest amount that
would not render its obligations hereunder subject to avoidance under Section
548 of the United States Bankruptcy Code or any comparable provision of any
other applicable law.

     

    4.      Discharge Only Upon Payment in Full;
Reinstatement In Certain Circumstances.  The Subsidiary
Guarantor’s obligations hereunder shall remain in full force and effect until
all Guaranteed Obligations shall have been paid in full.  If at any
time any payment of any Guaranteed Obligation is rescinded or must be otherwise
restored or returned upon the insolvency, bankruptcy or reorganization of the
Borrower or otherwise, the Subsidiary Guarantor’s obligations hereunder with
respect to such payment shall be reinstated as though such payment had been due
but not made at such time.

     

    5.      Waiver by the Subsidiary
Guarantor.  The Subsidiary Guarantor irrevocably waives
acceptance hereof, presentment, demand, protest and any notice not provided for
herein, as well as any requirement that at any time any action be taken by any
Person against the Subsidiary Guarantor, the Borrower or any other
Person.

     

    6.      Subrogation.  Upon
making full payment hereunder with respect to any obligation of the Borrower,
the Subsidiary Guarantor shall be subrogated to the rights of the payee against
the Borrower with respect to such obligation; provided that the Subsidiary
Guarantor shall not enforce any payment by way of subrogation until all
Guaranteed Obligations have been repaid in full, the Commitments under the
Credit Agreement have terminated and all outstanding Letters of Credit have
expired or been cancelled.

     

    7.      Stay of
Acceleration.  If acceleration of the time for payment of any
Guaranteed Obligation is stayed upon the insolvency, bankruptcy or
reorganization of the Borrower or otherwise, all such Guaranteed Obligations
otherwise subject to acceleration under the terms of any Loan Document shall
nonetheless be payable by the Subsidiary Guarantor hereunder forthwith on demand
by the Administrative Agent made at the request of the Required
Lenders.

     

     

    
      
        
        

      

      
        E-3

        
          

        

      

      
        
        

      

    

     

    8.      Representations and
Warranties.  The Subsidiary Guarantor represents and warrants
to the Administrative Agent that:

     

    (a)        the
Subsidiary Guarantor is duly organized, validly existing and in good standing
under the laws of the jurisdiction of its organization;

     

    (b)                 the
execution, delivery and performance by the Subsidiary Guarantor of this
Guarantee Agreement are within the Subsidiary Guarantor’s corporate powers and
have been duly authorized by all necessary corporate and, if required,
stockholder action;

     

    (c)                 this
Guarantee Agreement has been duly executed and delivered by the Subsidiary
Guarantor and constitutes a legal, valid and binding obligation of the
Subsidiary Guarantor, enforceable in accordance with its terms, subject to
applicable bankruptcy, insolvency, reorganization, moratorium, and other laws
affecting creditors’ rights generally and subject to general principles of
equity, regardless of whether considered in a proceeding in equity or at
law;

     

    (d)                 the
execution, delivery and performance of this Guarantee Agreement 1. do not
require any consent or approval of, registration or filing with, or other action
by, any governmental authority, except such as have been obtained and are in
full force and effect, 2. will not violate any applicable law or regulation or
the charter, by-laws or other organizational documents of the Subsidiary
Guarantor or any order of any court or governmental authority, and 3. will not
violate or result in a default under any indenture, agreement or other
instrument binding upon the Subsidiary Guarantor or any of its properties or
give rise to a right thereunder to require the Subsidiary Guarantor to make any
payment; and

     

    (e)                 there
are no actions, suits or proceedings by or before any arbitrator or court or
other governmental authority pending against or, to the knowledge of the
Subsidiary Guarantor, threatened against or affecting the Subsidiary Guarantor
as to which there is a reasonable possibility of adverse determinations that, in
the aggregate, could reasonably be expected to result in a material adverse
effect on the assets, operations, prospects or condition, financial or
otherwise, of the Subsidiary Guarantor or the ability of the Subsidiary
Guarantor to perform its obligations under this Guarantee
Agreement.

     

    9.      Notices.  All
notices and other communications provided for herein shall be in writing and
shall be delivered by hand or overnight courier service, mailed by certified or
registered mail, or sent by telecopy, as follows:  (i) if to the
Subsidiary Guarantor, to it at [___________________], Attention of [________],
Facsimile No. [___________] and (ii) if to the Administrative Agent, to it at
JPMorgan Chase Bank, N.A. Loan and Agency Services Group, 1111 Fannin, 10th Floor,
Houston, Texas 77002, Attention of Christian Cho (Facsimile No. (713) 427-6307);
with a copy to JPMorgan Chase Bank, 270 Park Avenue, 4th Floor,
New York,
New York 10017, Attention of Jennifer Heard (Facsimile No. (212)
270-5100).  Each party hereto may change its address or telecopy
number for notices and other communications hereunder by notice to the other
party.  All notices and other communications given in accordance with
the provisions of this Guarantee Agreement will be deemed to have been given on
the date of receipt.

     

    
      
        
        

      

      
        E-4

        
          

        

      

      
        
        

      

    

     

    10.                   No Waiver.  No
failure or delay by the Administrative Agent in exercising any right, power or
privilege under this Guarantee Agreement, the Credit Agreement or any other Loan
Document shall operate as a waiver thereof nor shall any single or partial
exercise thereof preclude any other or further exercise thereof or the exercise
of any other right, power or privilege.

     

    11.                   Amendments and Waivers; Release.  Any
provision of this Guarantee Agreement may be amended or waived if, but only if,
such amendment or waiver is in writing and is signed by the Administrative
Agent, the Subsidiary Guarantor and each other Person whose signature is
required pursuant to Section 9.02(b) of the Credit
Agreement.  Additionally, at any time and from time to time prior to
the termination of the Subsidiary Guarantor’s obligations hereunder in
accordance with Section 4 hereof, this Guarantee Agreement shall be terminated
as specified in Section 9.02(d) of the Credit Agreement, and the Administrative
Agent shall, at the Borrower’s expense, execute and deliver all release
documents reasonably requested to evidence such release.

     

    12.                   Successors and
Assigns.  This Guarantee Agreement shall be binding upon the
Subsidiary Guarantor and its successors and assigns, for the benefit of the
Administrative Agent and its successors and assigns, except that the Subsidiary
Guarantor may not transfer or assign any or all of its rights or obligations
hereunder without the prior written consent of the Required
Lenders.

     

    13.                   Governing Law;
Jurisdiction.  4. This Guarantee Agreement shall be construed
in accordance with and governed by the law of the State of New
York.

     

    (b)                 The
Subsidiary Guarantor hereby irrevocably and unconditionally submits, for itself
and its property, to the nonexclusive jurisdiction of the Supreme Court of the
State of New York sitting in New York County and of the United States District
Court of the Southern District of New York, and any relevant appellate court, in
any action or proceeding arising out of or relating to this Guarantee Agreement,
or for recognition or enforcement of any judgment, and each party hereto hereby
irrevocably and unconditionally agrees that all claims in respect of any such
action or proceeding may be heard and determined in New York State court or, to
the extent permitted by law, in such Federal court.  Each party hereto
agrees that a final judgment in any such action or proceeding shall be
conclusive and may be enforced in other jurisdictions by suit on the
judgment or in any other manner provided by law.  Nothing in this
Guarantee Agreement shall affect any right that the Administrative Agent may
otherwise have to bring any action or proceeding relating to this Guarantee
Agreement against the Subsidiary Guarantor or its properties in the courts of
any jurisdiction.

     

     

    
      
        
        

      

      
        E-5

        
          

        

      

      
        
        

      

    

     

    (c)                 The
Subsidiary Guarantor irrevocably and unconditionally waives, to the fullest
extent it may legally and effectively do so, any objection that it may now or
hereafter have to the laying of venue of any suit, action or proceeding arising
out of or relating to this Guarantee Agreement in any court referred to in
subsection (b) of this Section.  Each party hereto irrevocably waives,
to the fullest extent permitted by law, the defense of an inconvenient forum to
the maintenance of any such suit, action or proceeding in any such
court.

     

    14.                   WAIVER OF JURY
TRIAL.  EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY
LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS
GUARANTEE AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

     

    
      	 
	
              [NAME
      OF SUBSIDIARY GUARANTOR]

            
	 	 
	
              By:

            	 
      
	 
      	
              Name:

            	 
      
	 
      	
              Title:

            	 
      


    

    


    


    
      
        	
                Agreed
      to and accepted by:

              
	 
	 
	
                JPMORGAN
      CHASE BANK, N.A., as Administrative Agent

              
	 	 
	
                By:

              	 
      
	 
      	
                Name:

              	 
      
	 
      	
                Title:

              	 
      


      

    

     

     

     

    
      
        
        

      

      
        E-6

        
          

        

      

      
        
        

      

    

     

    Exhibit
F-1

     

    FORM
OF COLLATERAL ACCESS AGREEMENT1

     

    [PROCESSOR/WAREHOUSE
COMPANY]

    [ADDRESS]

     

    Ladies
and Gentlemen:

     

    As part
of a financing transaction, [NAME OF RELEVANT CREDIT PARTY] (the “Company”), has pledged and
granted to JPMorgan Chase Bank, N.A., as Collateral Agent (together with its
successors in such capacity, the “Agent”), a continuing general
lien upon and security interest in its present and future merchandise, inventory
and goods (the “Inventory”), including the
Inventory presently held by you and which may be held by and handled by you from
time to time in the future at the various facilities located at the addresses
listed in Schedule I hereto, as such schedule may from time to time be updated
as provided below (each, a “Facility” and together, the
“Facilities”).

     

    We would
therefore like to confirm with you, and by your execution and return of the
enclosed copy of this letter you hereby confirm and acknowledge,
that:

     

    1.           Your
correct legal name and principal address are set forth above.  The
correct address of each Facility is set forth on Schedule 1 to this
Agreement.

     

    2.           In
the future, if you change the legal form in which you do business (for example,
change from a sole proprietorship to a partnership, a partnership to a
corporation, or form a new corporation) or change your business name or change
or add an address of any Facility, you agree to give us prompt written notice of
the change so we can update our records (and, in the case of any change or
addition of an address of any Facility, update Schedule 1 hereto, a copy of
which will be sent to you) and, if necessary, amend and refile (at the Company’s
expense) our security documents.

     

     

     

      
        

      

    

    
      1 This
form of Collateral Access Agreement (Exhibit F-1) is to be executed by
processors. Warehouse companies or customers and the form attached as Exhibit
F-2 is to be executed by landlords of the leased property.

       

       

      
        
          
          

        

        
          F1-1

          
            

          

        

        
          
          

        

      

       

       

    

    3.           The
Company is the owner of the Inventory now or in the future located at each of
the Facilities, which Inventory is subject to a security interest in favor of
the Agent.  The grant by the Company of a security interest in the
Inventory in favor of the Agent does not constitute a default under any
agreement the Company has with you, and, to the extent (if any) that such
agreement requires your consent to such security interest, you hereby
consent.

     

    4.           You
do not have title to any of the Inventory, nor do you have any claim to or lien
upon any of the Inventory (other than for customary warehousing and processing
charges).  You acknowledge that you have not been notified by any
other person regarding a security interest in the Inventory.

     

    5.           You
will allow us, our auditors or our other designees access to each of the
Facilities, upon reasonable prior notice, during ordinary business hours in
order to inspect the Inventory and verify the type and quantity
thereof.  In addition, if the Agent elects to remove the Inventory
from a Facility pursuant to paragraph 6 below, you will grant the Agent access
to such Facility, upon reasonable prior notice, during ordinary business hours
to do so and will not hinder the Agent’s actions in removing the Inventory, but
we shall have no obligation to remove any Inventory from a Facility or, having
commenced such removal, to complete such removal.  We will not
interfere with your business operations and all costs of inspection,
verification and removal shall be for the Agent’s account.

     

    6.           If
the Agent certifies to you in writing that an event of default exists under one
of our financing or security documents, then, without any responsibility on your
part to verify the existence of such default, you will release the Inventory to
the Agent on written demand, provided that the Agent tenders to you payment of
any accrued processing and warehousing charges on the Inventory being
released.

     

    7.           You
agree to send the Agent, by certified mail or by overnight courier, a copy of
any notice of any material default under any agreement the Company has with you
sent by you to the Company or any notice received by you relating to any alleged
material breach or default by the Company under any such agreement.

     

    8.           If
the Company defaults under any agreement it has with you, you agree not to
exercise any remedy under such agreement or applicable law or in equity unless
you have provided the Agent written notice of such default and given the Agent
20 business days to cure a monetary default and 60 business days to cure a
non-monetary default and, during such time, you will allow the Agent to enter
each Facility and remove the Inventory as set forth in paragraphs 5 and 6
above.  If any default is cured during the applicable period, you
agree to rescind the notice of default, but the Agent shall have no obligation
to cure any default of the
Company or, having commenced such cure, to complete such
cure.  Notwithstanding the foregoing, your failure to provide such
notice shall not render you liable to the Agent in any manner or diminish or
otherwise affect your rights under any such agreement with the
Company.

     

    
      
        
        

      

      
        F1-2

        
          

        

      

      
        
        

      

    

     

    9.           This
letter agreement shall bind and benefit the successors and assigns of the
parties hereto.

     

    10.           The
Agent shall not be liable under this letter agreement for any action it takes or
omits to take in good faith which it believes to be authorized or within its
rights or powers; provided, however, that the Agent’s conduct does not
constitute willful misconduct, negligence or bad faith.

     

    The
arrangement or instructions outlined herein shall become effective upon our
receipt of your executed counterpart of this letter and shall continue without
any change or modification until the Company and/or the Agent have given written
notification to the contrary to you at the above address, which notification
need only be signed by either the Company or the Agent.  Upon delivery
of any such written notification, you agree to take our instructions as to any
processing, holding or delivery of the Inventory.  If you receive
inconsistent instructions from each of us, the instructions from the Agent will
control until such time as the Inventory financing has terminated.

     

     

    
      
        
        

      

      
        F1-3

        
          

        

      

      
        
        

      

    

     

    


    THIS
AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL
LAWS OF THE STATE OF NEW YORK AND NOT THE CONFLICTS OF LAWS PRINCIPLES THEREOF
(OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS
LAW).

     

    This
Agreement may be executed in any number of counterparts and by different parties
hereto in separate counterparts, but all such counterparts together shall
constitute but one and the same instrument.

     

    
      
        	 
      
	
                Very
      truly yours,

              
	 
	
                [NAME
      OF RELEVANT CREDIT PARTY]

              
	 	 
	
                By:

              	 
      
	
                Title:

              	 
      


      

    

    


    


    Notice
Address:

    


    
      
        	
                JPMORGAN
      CHASE BANK, N.A., as Collateral Agent

              
	 	 
	
                By:

              	 
      
	
                Title:

              	 
      


      

    

    


     

    Notice
Address:

     

     

    
      
        
        

      

      
        F1-4

        
          

        

      

      
        
        

      

    

    


    Acknowledged
and Agreed to as

     

    of the
_____ day of ______, 20__.

     

    


    
      	
              [PROCESSOR/WAREHOUSE
      COMPANY]

            
	 
      
	
              Title:

            	 
      


    

     

     

    
      
        
        

      

      
        F1-5

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
1

     

    FACILITY
ADDRESSES

     

     

     

    
      
        
        

      

      
        F1-6

        
          

        

      

      
        
        

      

       

      Exhibit
F-2

    

     

    FORM
OF COLLATERAL ACCESS AGREEMENT1

     

    [LANDLORD]

    [ADDRESS]

    


    Ladies
and Gentlemen:

     

    As part
of a financing transaction, [NAME OF RELEVANT CREDIT PARTY] (the “Tenant”) has pledged and
granted to JPMorgan Chase Bank, N.A., as Collateral Agent (together with its
successors in such capacity, the “Agent”), a continuing general
lien upon and security interest in its present and future merchandise, inventory
and goods (“Inventory”),
including the Inventory located at each of the addresses listed on Schedule 1
hereto (each a “Property” and together, the
“Properties”).

     

    We would
therefore like to confirm with you, and by your execution and return of the
enclosed copy of this letter you hereby confirm and acknowledge,
that:

     

    1.           You
are the landlord under the leases listed in Schedule 1 hereto (each a “Lease” and together, the
“Leases”) executed by
Tenant.  The Leases are in full force and effect and have not been
modified or amended except as described in Schedule 1, no other person has
notified you regarding security interest in the Inventory and, to the best of
your knowledge, Tenant is not in default under the Leases.

     

    2.           The
Tenant’s grant of a security interest in the Inventory in favor of the Agent
does not constitute default under the Leases, and, to the extent (if any) that
the Leases require your consent to such security interest, you hereby
consent.

     

    3.           You
do not have title to any of the Inventory, nor do you have any claims to or lien
upon any of the Inventory [except as set forth in paragraph 5].2

     

     

     

      
        

      

    

    
      1 This
form of Collateral Access Agreement (Exhibit F-2) is to executed by landlords of
leased property and the form attached as Exhibit F-1 is to be executed by
processors or warehouse companies.

      2 See
note 3.

       

       

      
        
          
          

        

        
          F2-1

          
            

          

        

        
          
          

        

      

    

    


    4.           You
will allow us, our auditors or our other designees access to each of the
Properties, upon reasonable prior notice, during ordinary business hours in
order to inspect the Inventory and verify the types and quantify
thereof.  In addition, if the Agent elects to remove the Inventory
from a Property pursuant to paragraph 5 below, you will grant the Agent access
to such Property, upon reasonable prior notice, during ordinary business hours
to do so and will not hinder the Agent’s actions in removing the Inventory, but
we shall have no obligation to remove any Inventory from a Property or, having
commenced such removal, to complete such removal.  We will not
interfere with your business operations and all costs and expenses of
inspection, verification and removal shall be for the Agent’s
account.

     

    5.           Subject
to any requirements of law, if the Agent certifies to you in writing that an
event of default exists under one of our financing or security documents, then,
without any responsibility on your part to verify the existence of such default,
you will permit the Agent to enter the Property and remove the Inventory to the
Agent on written demand [provided that the Agent has cured any monetary defaults
under the Lease of which the Agent has been given written notice of in
accordance with paragraph 7 below].3

     

    6.           You
agree to send the Agent, by certified mail or by overnight courier, a copy of
any notice of any material default under any of the Leases sent by you to the
Tenant or any notice received by you relating to any alleged material breach or
default by the Tenant under any mortgage or other instrument that may affect any
of the Leases or the Properties.

     

    7.           If
the Tenant defaults under a Lease, you agree not to exercise any remedy under
such Lease or applicable law or in equity unless you have provided the Agent
written notice of such default within 30 days of the occurrence thereof and
given the Agent 20 business days to cure a monetary default and 60 business day
to cure a nonmonetary default and during such time, you will allow the Agent to
enter the Property subject to such Lease and remove the Inventory as set forth
in paragraphs 4 and 5 above.  If any default is cured during the
applicable period, you agree to rescind the notice of default, but the Agent
shall have no obligation to cure any default of the Tenant or, having commenced
such cure, to complete such cure.  Notwithstanding the foregoing, your
failure to provide such notice will not
render you liable to the Agent in any manner or diminish or otherwise affect
your rights under any Lease.

     

     

     

     

      
        

      

    

    3 The
Tenant agrees to use its best efforts to obtain an executed Collateral Access
Agreement from each landlord that does not include the language in brackets in
paragraphs 3 and 5; provided that if a landlord refuses to execute a Collateral
Access Agreement without the bracketed language notwithstanding the best efforts
of the Tenant, the Tenant may deliver a Collateral Access Agreement to the Agent
executed by such landlord that contains the language set forth in the brackets
in paragraphs 3 and 5.

     

     

    
      
        
        

      

      
        F2-2

        
          

        

      

      
        
        

      

    

     

     

    8.           The
Agreement shall run with the land and shall bind and benefit the successors and
assigns of the parties hereto.

     

    9.           The
Agent shall not be liable under this letter agreement for any action it takes or
omits to take in good faith which it believes to be authorized or within its
rights or powers; provided, however, that the Agent’s conduct does not
constitute willful misconduct, negligence or bad faith.

     

    The
arrangement or instructions outlined herein shall become effective upon our
receipt of your executed counterpart of this letter and shall continue without
any change or modification until the Tenant and/or the Agent have given written
notification to the contrary to you at the above address, which notification
need only be signed by either the Tenant or the Agent.  Upon delivery
of any such written notification, you agree to take our instructions as to any
processing, holding or delivery of the Inventory.  If you receive
inconsistent instructions from each of us, the instructions from the Agent will
control until such time as the Inventory financing has terminated.

     

    Nothing
in this Agreement shall be interpreted or construed to limit, diminish or reduce
any of the Tenant’s obligations under any agreement it has with you or your
rights and remedies thereunder (other than as expressly set forth herein) or
require us to perform any obligations under any such agreements.

     

     

    
      
        
        

      

      
        F2-3

        
          

        

      

      
        
        

      

    

     

    


    THIS
AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL
LAWS OF THE STATE OF NEW YORK AND NOT THE CONFLICTS OF LAWS PRINCIPLES THEREOF
(OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS
LAW).

     

    The
Agreement may be executed in any number of counterparts and by different parties
hereto in separate counterparts, but all such counterparts together shall
constitute but one and the same instrument.

     

    
      	
              Very
      truly yours,

            
	 
	
              [NAME
      OF RELEVANT CREDIT PARTY]

            
	
              By:

            	 
      
	
              Title:

            	 
      


    

     

    Notice
Address:

    


    


    
      
        	
                JPMORGAN
      CHASE BANK, N.A., as Collateral Agent

              
	 	 
	
                By:

              	 
      
	
                Title:

              	 
      


      

    

    Notice
Address:

     

     

    
      
        
        

      

      
        F2-4

        
          

        

      

      
        
        

      

    

    


    


    Acknowledged
and Agreed to as

     

    of the
_____ day of ______, 20__.

     

    


    
      	
              [LANDLORD]

            
	 
      
	
              Title:

            	 
      


    

     

     

    
      
        
        

      

      
        F2-5

        
          

        

      

      
        
        

      

    

    
 

    SCHEDULE
I

     

    LEASES

     

    


    Property
Address:

    Lease:

    Amendments
(if any):

     

     

     

     

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    EXHIBIT
G

     

    CERTAIN
DEFINITIONS FROM REGULATION S-X

     

    (as in
effect on the date of this Amended Agreement)

     

    Significant
Subsidiary.  The term “significant subsidiary” means a
subsidiary, including its subsidiaries, which meets any of the following
conditions:

     

    (1)           The
registrant’s and its other subsidiaries’ investments in and advances to the
subsidiary exceed 10 percent of the total assets of the registrant and its
subsidiaries consolidated as of the end of the most recently completed fiscal
year (for a proposed business combination to be accounted for as a pooling of
interests, this condition is also met when the number of common shares exchanged
or to be exchanged by the registrant exceeds 10 percent of its total common
shares outstanding at the date the combination is initiated); or

     

    (2)           The
registrant’s and its other subsidiaries’ proportionate share of the total assets
(after intercompany eliminations) of the subsidiary exceeds 10 percent of the
total assets of the registrant and its subsidiaries consolidated as of the end
of the most recently completed fiscal year; or

     

    (3)           The
registrant’s and its other subsidiaries’ equity in the income from continuing
operations before income taxes, extraordinary items and cumulative effect of a
change in accounting principle of the subsidiary exceeds 10 percent of such
income of the registrant and its subsidiaries consolidated for the most recently
completed fiscal year.

     

    Note: A registrant that files
its financial statements in accordance with or provides a reconciliation to U.S.
Generally Accepted Accounting Principles shall make the prescribed tests using
amounts determined under U.S. Generally Accepted Accounting
Principles.  A foreign private issuer that files its financial
statements in accordance with IFRS as issued by the IASB shall make the
prescribed tests using amounts determined under IFRS as issued by the
IASB.

     

    Computational Note: For
purposes of making the prescribed income test the following guidance should be
applied:

     

    1.           When
a loss has been incurred by either the parent and its subsidiaries consolidated
or the tested subsidiary, but not both, the equity in the income or loss of the
tested subsidiary should be excluded from the income of the registrant and its
subsidiaries consolidated for purposes of the computation.

     

    2.           If
income of the registrant and its subsidiaries consolidated for the most recent
fiscal year is at least 10 percent lower than the average of the income
for the
last five fiscal years, such average income should be substituted for purposes
of the computation.  Any loss years should be omitted for purposes of
computing average income.

     

    3.           Where
the test involves combined entities, as in the case of determining whether
summarized financial data should be presented, entities reporting losses shall
not be aggregated with entities reporting income.

     

     

    
      
        
        

      

      
        G-1

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
H

     

    FORM
OF DESIGNATION AGREEMENT

     

    dated as
of ________________, _____

     

    Reference
is made to the Amended and Restated Credit Agreement, dated as of May 11, 2007
and amended and restated as of June 12, 2009 (as the same may be amended from
time to time, the “Credit
Agreement”) among United States Steel Corporation (the “Borrower”), the Lenders party
thereto, the LC Issuing Banks party thereto, and JPMorgan Chase Bank, N.A., as
Administrative Agent and Collateral Agent (the “Administrative
Agent”).  Capitalized terms used herein that are not otherwise
defined shall have the meanings ascribed to them in the Credit
Agreement.

     

    _________________
(the “Designator”) and
________________ (the “Designee”) agree as
follows:

     

    1.           The
Designator designates the Designee as its Designated Lender under the Credit
Agreement and the Designee accepts such designation.

     

    2.           The
Designator makes no representations or warranties and assumes no responsibility
with respect to the financial condition of the Borrower or the performance or
observance by the Borrower of any of its obligations under the Credit Agreement,
any other Loan Document or any other instrument or document furnished pursuant
thereto.

     

    3.           The
Designee confirms that it is an Eligible Designee, appoints and authorizes the
Designator as its administrative agent and attorney-in-fact and grants the
Designator an irrevocable power of attorney to receive payments made for the
benefit of the Designee under the Credit Agreement and the other Loan Documents
and to deliver and receive all communications and notices under the Credit
Agreement and the other Loan Documents, if any, that the Designee is obligated
to deliver or has the right to receive thereunder, and acknowledges that the
Designator retains the sole right and responsibility to vote under the Credit
Agreement and the other Loan Documents, including, without limitation, the right
to approve any amendment or waiver of any provision of the Credit Agreement or
any other Loan Document, and agrees that the Designee shall be bound by all such
votes, approvals, amendments and waivers and all other agreements of the
Designator pursuant to or in connection with the Credit Agreement or any other
Loan Document, all subject to Section 9.02(b)(viii) of the Credit
Agreement.

     

    4.           The
Designee confirms that it has received a copy of the Credit Agreement and each
other Loan Document, together with copies of the most recent financial
statements referred to in Article 3 or delivered pursuant to Article 5 of the
Credit Agreement and such other documents and information as it has deemed
appropriate to make its own credit analysis and decision to enter into this
Designation Agreement, and agrees that it will, independently and without
reliance upon the Administrative Agent, the Designator or any other Agent or
Lender and based on such documents and information as it shall deem appropriate
at the time, continue to make its own credit decisions in taking or not taking
any action it may be permitted to take under the Credit Agreement or any other
Loan Document.

     

    
      
        
        

      

      
        H-1

        
          

        

      

      
        
        

      

    

     

    5.           Following
the execution of this Designation Agreement by the Designator and the Designee
and the consent hereto by the Borrower, it will be delivered to the
Administrative Agent for its consent. This Designation Agreement shall become
effective when the Administrative Agent consents hereto or on any later date
specified on the signature page hereof.

     

    6.           Upon
the effectiveness hereof, the Designee shall have the right to make Loans or
portions thereof as a Lender pursuant to Section 2.01 of the Credit Agreement
and the rights of a Lender related thereto and the making of any such Loans or
portions thereof by the Designee shall satisfy the obligations of the Designator
under the Credit Agreement to the same extent, and as if, such Loans or portions
thereof were made by the Designator.

     

    7.           This
Designation Agreement shall be governed by, and construed in accordance with,
the laws of the State of New York.

     

     

    
      
        
        

      

      
        H-2

        
          

        

      

      
        
        

      

    

     

    


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

     

    Effective
Date1:______ ,
____

    


    
      	
              [NAME
      OF DESIGNATOR]

            
	 	 
	
              By:

            	 
      
	 
      	
              Name:

            	 
      
	 
      	
              Title:

            	 
      


    

    


    


    
      	
              [NAME
      OF DESIGNEE]

            
	 
	
              By:

            	 
      
	 
      	
              Name:

            	 
      
	 
      	
              Title:

            	 
      


    

    


     

    The
undersigned consent to the foregoing designation.

    


    
      	
              UNITED
      STATES STEEL CORPORATION

            
	 
	
              By:

            	 
      
	 
      	
              Name:

            	 
      
	 
      	
              Title:

            	 
      


    

    


    


    
      	
              JPMORGAN
      CHASE BANK, N.A., as Administrative Agent

            
	 
	
              By:

            	 
      
	
              Name:

            
	
              Title:

            


    

     

     

     

     

    
      

    

    1 This
date should be no earlier than the date of the Administrative Agent’s consent
hereto.

     

     

     

     

     

     
H-3