AMENDMENT NO. 3 TO CREDIT AGREEMENT

Exhibit 10.1

AMENDMENT NO. 3 TO CREDIT AGREEMENT

THIRD AMENDMENT dated as of June 28, 2004 (this “Amendment”) to the Credit Agreement dated as of May 20, 2003 (the “Credit Agreement”) among UNITED STATES STEEL CORPORATION (the “Borrower”), the LENDERS party thereto (the “Lenders”), the LC ISSUING BANKS party thereto, JPMORGAN CHASE BANK, as Administrative Agent (the “Administrative Agent”), Collateral Agent, Co-Syndication Agent and Swingline Lender, and GENERAL ELECTRIC CAPITAL CORPORATION, as Co-Collateral Agent and Co-Syndication Agent.

The parties hereto agree as follows:

SECTION 1.  Defined Terms; References.  Unless otherwise specifically defined herein, each term used herein that is defined in the Credit Agreement has the meaning assigned to such term in the Credit Agreement. Each reference to “hereof”, “hereunder”, “herein” and “hereby” and each other similar reference and each reference to “this Agreement” and each other similar reference contained in the Credit Agreement shall, after this Amendment becomes effective, refer to the Credit Agreement as amended hereby.

SECTION 2.  Amendment of Section 6.05.  Pursuant to Section 9.02 of the Credit Agreement, Section 6.05 of the Credit Agreement is amended by replacing clause “(g) Reserved;” with the following:

(g)    sales, transfers and other dispositions of Equity Interests; provided that the aggregate fair market value of all Equity Interests sold, transferred or otherwise disposed of in reliance on this clause shall not exceed $15,000,000 during any Fiscal Year;

SECTION 3.  Representations of Borrower.  The Borrower represents and warrants that (i) the representations and warranties of the Borrower set forth in Article 3 of the Credit Agreement are true on and as of the date hereof and (ii) no Default has occurred and is continuing on and as of the date hereof.

SECTION 4.  Governing Law.  This Amendment shall be governed by and construed in accordance with the laws of the State of New York.

SECTION 5.  Counterparts.  This Amendment 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.

SECTION 6.  Effectiveness.  This Amendment shall become effective on and as of the date hereof when the Administrative Agent shall have received from each of the Borrower and the Required Lenders a counterpart hereof signed by such party or facsimile or other written confirmation (in form satisfactory to the Administrative Agent) that such party has signed a counterpart hereof.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.

UNITED STATES STEEL CORPORATION
By:		/s/ X. X. Xxxxxxxx
		Name:		X. X. Xxxxxxxx
		Title:		Executive Vice President, Treasurer and Chief Financial Officer
JPMORGAN CHASE BANK
By:		/s/ Xxxxx Xxxxxx
		Name:		Xxxxx Xxxxxx
		Title:		Managing Director
GENERAL ELECTRIC CAPITAL CORPORATION
By:		/s/ Xxxxxxx Canon
		Name:		Xxxxxxx Canon
		Title:		Its Duly Authorized Signatory
BANK ONE
By:		/s/ Xxxxx Xxxxxx
		Name:		Xxxxx Xxxxxx
		Title:		Associate Director
THE CIT GROUP/BUSINESS CREDIT, INC.
By:		/s/ Xxxxxx Xxxxx XxXxxxxx
		Name:		Xxxxxx Xxxxx XxXxxxxx
		Title:		Vice President
CITIZENS BANK
By:		/s/ Xxxxxx X. Xxxxxx
		Name:		Xxxxxx X. Xxxxxx
		Title:		Vice President

CONGRESS FINANCIAL CORPORATION (CENTRAL)
By:		/s/ Xxxxxx Xxxxxxxxx
		Name:		Xxxxxx Xxxxxxxxx
		Title:		Senior Vice President
GMAC COMMERCIAL FINANCE LLC
By:		/s/ Xxxxxxx Xxxxxxxxx-Xxxxxx
		Name:		Xxxxxxx Xxxxxxxxx-Xxxxxx
		Title:		Vice President
XXXXXXX XXXXX CREDIT PARTNERS LP
By:		/s/ Xxxxx Xxxxxxx
		Name:		Xxxxx Xxxxxxx
		Title:		Authorized Signatory
MELLON BANK, N.A.
By:		/s/ Xxxxxx X. Xxxxxxxxxxx
		Name:		Xxxxxx X. Xxxxxxxxxxx
		Title:		Vice President
XXXXXXX XXXXX CAPITAL, a division of Xxxxxxx Xxxxx Business Financial Services, Inc.
By:		/s/ Xxxxxxx Xxxxxxx
		Name:		Xxxxxxx Xxxxxxx
		Title:		Vice President
NATIONAL CITY BUSINESS CREDIT, INC.
By:		/s/ Xxxxxxx X. Xxxxx, Xx.
		Name:		Xxxxxxx X. Xxxxx, Xx.
		Title:		Senior Associate
THE BANK OF NEW YORK
By:		/s/ Xxxxxx Xxxx
		Name:		Xxxxxx Xxxx
		Title:		Vice President

THE NORTHERN TRUST COMPANY
By:		/s/ Xxxxxxxxxxx X. XxXxxx
		Name:		Xxxxxxxxxxx X. XxXxxx
		Title:		Vice President
THE BANK OF NOVA SCOTIA
By:		/s/ X. Xxxxxx
		Name:		X. Xxxxxx
		Title:		Assistant Agent
PNC BANK, NATIONAL ASSOCIATION
By:		/s/ Xxxxx X. Xxxxxx
		Name:		Xxxxx X. Xxxxxx
		Title:		Managing Director
TRANSAMERICA BUSINESS CAPITAL CORPORATION
By:		/s/ Xxxxxxx Canon
		Name:		Xxxxxxx Canon
		Title:		Its Duly Authorized Signatory
XXXXX FARGO FOOTHILL, LLC
By:		/s/ Xxxxxx Xxxx
		Name:		Xxxxxx Xxxx
		Title:		Vice President