LOAN AGREEMENT between OHIO WATER DEVELOPMENT AUTHORITY, as Issuer and UNITED STATES STEEL CORPORATION State of Ohio Environmental Improvement Revenue Refunding Bonds, Series 2011 (United States Steel Corporation Project) Dated as of November 1, 2011

EXHIBIT 10.5

LOAN AGREEMENT

between

OHIO WATER DEVELOPMENT AUTHORITY,

as Issuer

and

UNITED STATES STEEL CORPORATION

$21,800,000

State of Ohio

Environmental Improvement Revenue Refunding Bonds, Series 2011

(United States Steel Corporation Project)

Dated as of November 1, 2011

TABLE OF CONTENTS

		Page
ARTICLE I
DEFINITIONS

Section 1.01.	Use of Defined Terms	2
Section 1.02.	Definitions	2
Section 1.03.	Interpretation	4
Section 1.04.	Captions and Headings	4

ARTICLE II
REPRESENTATIONS

Section 2.01.	Representations and Covenants of Issuer	5
Section 2.02.	Representations and Covenants of Company	5

ARTICLE III
COMPLETION OF PROJECT FACILITIES; ISSUANCE OF THE BONDS

Section 3.01.	Completion of Project Facilities	6
Section 3.02.	Issuance of Bonds; Application of Proceeds	6
Section 3.03.	Company Required to Provide Additional Moneys in Event Moneys Insufficient to Redeem Refunded Bonds	7
Section 3.04.	Investment of Fund Moneys	7
Section 3.05.	Issuer’s Fees	7

ARTICLE IV
LOAN BY ISSUER; REPAYMENT OF LOAN INCLUDING ADDITIONAL PAYMENTS

Section 4.01.	Loan of Proceeds; Installment Payments	8
Section 4.02.	Additional Payments	8
Section 4.03.	Deposit of Moneys in Bond Fund; Moneys for Purchase and Redemption	9
Section 4.04.	Obligations Unconditional	9
Section 4.05.	Assignment by Company	9
Section 4.06.	Assignment by Issuer	10

ARTICLE V
ADDITIONAL AGREEMENTS AND COVENANTS

Section 5.01.	[Reserved.]	10
Section 5.02.	Indemnification of Issuer and Trustee	10
Section 5.03.	Company Not to Adversely Affect Exclusion from Gross Income of Interest on Bonds	11
Section 5.04.	Company to Maintain its Existence; Mergers or Consolidations	12
Section 5.05.	Operation of Project Facilities	12
Section 5.06.	Reports and Audits	12
Section 5.07.	Insurance	12

ARTICLE VI
OPTIONS; PREPAYMENT OF LOAN

Section 6.01.	Options to Terminate	13
Section 6.02.	Option to Prepay Upon Extraordinary Optional Redemption Under Indenture	13
Section 6.03.	Actions by Issuer	13
Section 6.04.	Release on Exercise of Option To Prepay Loan	13

ARTICLE VII
EVENTS OF DEFAULT AND REMEDIES

Section 7.01.	Events of Default	13
Section 7.02.	Remedies on Default	14
Section 7.03.	No Remedy Exclusive	15
Section 7.04.	Agreement to Pay Fees and Expenses	15
Section 7.05.	No Waiver	15
Section 7.06.	Notice of Default	15

ARTICLE VIII
MISCELLANEOUS

Section 8.01.	Term of Agreement	15
Section 8.02.	Amounts Remaining in Funds	16
Section 8.03.	Notices	16
Section 8.04.	Extent of Covenants of Issuer; No Personal Liability	16
Section 8.05.	Binding Effect	16
Section 8.06.	Amendments and Supplements	16
Section 8.07.	Execution Counterparts	17
Section 8.08.	Severability	17
Section 8.09.	Governing Law	17
Section 8.10.	Further Assurances and Corrective Instruments	17
Section 8.11.	Issuer and Company Representatives	17
Section 8.12.	Immunity of Incorporators, Stockholders, Officers and Directors	17
Section 8.13.	Section Headings	17

EXHIBIT A PROJECT FACILITIES

LOAN AGREEMENT

THIS LOAN AGREEMENT (this “Agreement”) made and entered into as of November 1, 2011, by and between the OHIO WATER DEVELOPMENT AUTHORITY (the “Issuer”), a body corporate and politic existing under and by virtue of the laws of the State of Ohio (the “State”) and UNITED STATES STEEL CORPORATION, a corporation duly organized and existing under and pursuant to the laws of the State of Delaware, and duly qualified to own property and transact business in the State (the “Company”), under the following circumstances summarized in the following recitals (capitalized terms not defined in the recitals being used therein as defined in Article I):

WHEREAS, by virtue of Chapter 6121, Ohio Revised Code, as enacted and amended pursuant to Section 13 of Article VII and other provisions of the Ohio Constitution (the “Act”), the Issuer is authorized to enter into this Agreement and to do or cause to be done all the acts and things herein or in the Indenture, as defined herein, provided or required to be done by it, to issue the Bonds, as defined herein, and to loan the proceeds of such Bonds to the Company (which had assumed the obligation for the hereinafter-defined Refunded Bonds from Marathon Oil Corporation, formerly known as USX Corporation, and the successor by merger to the previously existing USX Corporation, from which the Company separated on December 31, 2001), for the purpose of refunding the outstanding State of Ohio Environmental Improvement Revenue Bonds (USX Corporation Project), Refunding Series of 1999 (the “Refunded Bonds”), the proceeds of which were used to refund the State of Ohio Environmental Improvement Revenue Bonds, 1977 Series (United States Steel Corporation Project) (the “1977 Bonds”) and the State of Ohio Customized Purchase Environmental Improvement Revenue Refunding Bonds Series 1986 (United States Steel Corporation Project) (the “1986 Bonds”) which 1977 and 1986 Bonds were issued to finance or refinance the acquisition, construction, equipment and installation of certain water pollution control facilities in order to better ensure compliance with environmental standards, and which has and will promote the economic welfare of the citizens of the State; and

WHEREAS, in order to provide the funds necessary to refund the Refunded Bonds, the Issuer has determined to issue and sell its Bonds in the aggregate principal amount of $21,800,000 pursuant to the terms of a Trust Indenture (the “Indenture”) dated as of November 1, 2011, between the Issuer and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), for the purposes described therein and has determined to enter into this Agreement and secure the Bonds by the pledge and assignment of Installment Payments to be made hereunder; and

WHEREAS, the Company has also agreed under this Agreement to pay, or cause to be paid, when due certain expenses and other costs incurred by the Issuer and the Trustee in connection with this Agreement and the issuance of the Bonds; and

WHEREAS, the Bonds to be issued under the Indenture do not constitute a debt, or a pledge of the faith and credit, of the Issuer, or the State or of any political subdivision thereof, and the owners thereof have no right to have taxes levied by the State or the taxing authority of any political subdivision of the State, for the payment of the principal thereof or any premium or interest thereon, but such Bonds are payable solely from revenues pledged for their payment; and

WHEREAS, all acts and things have been done and performed which are necessary to make the Bonds, when executed and delivered by the Issuer, the legal, valid and binding limited obligations of the Issuer in accordance with the terms thereof.

NOW, THEREFORE, for and in consideration of the premises, the respective representations and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby mutually acknowledged, the parties hereto, recognizing that under the Act this Agreement shall not in any way obligate the State or any agency or political subdivision thereof, including, without limitation, the Issuer, to raise any money by taxation or use other public moneys for any purpose in relation to the Project or Project Facilities and that neither the State nor any agency or political subdivision thereof, including, without limitation, the Issuer, shall pay or promise to pay any debt or meet any financial obligation to any Person at any time in relation to the Project or the Project Facilities, except from moneys received or to be received under the provisions of this Agreement or derived from the exercise of the rights of the Issuer hereunder, agree as follows:

ARTICLE I

DEFINITIONS

Section 1.01. Use of Defined Terms. In addition to the words and terms defined elsewhere in this Agreement, or by reference to another document, the words and terms set forth in Section 1.02 shall have the meanings set forth therein unless the content or use clearly indicates another meaning or intent. In addition, all capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Indenture.

Section 1.02. Definitions. The following terms shall have the following meanings:

“Additional Payments” means payments due hereunder in addition to the Installment Payments.

“Agreement” means this Loan Agreement as amended or supplemented from time to time.

“Bonds” means the Issuer’s $21,800,000 State of Ohio Environmental Improvement Revenue Refunding Bonds, Series 2011 (United States Steel Corporation Project).

“Event of Default” means any of the events described as an Event of Default in Section 7.01.

“Indenture” has the meaning set forth in the recitals to this Agreement.

“Issuer” has the meaning set forth in the first paragraph of this Agreement.

“Loan” means the loan of Bond proceeds from the Issuer to the Company as provided in Section 4.01.

“Notice Address” means:

(a) As to the Issuer:

Ohio Water Development Authority

000 Xxxxx Xxxx Xxxxxx

Xxxxxxxx, XX 00000

Attention: Chief Engineer

Facsimile: (614) 644–9964

(b) As to the Company:

United States Steel Corporation

Room 1311

000 Xxxxx Xxxxxx

Xxxxxxxxxx, XX 00000–4776

Attention: Assistant Treasurer–Finance and Risk Management

Facsimile: (412) 433–4765

The Bank of New York Mellon Trust Company, N.A.

000 Xxxxxxx Xxxx Xxxxx

00xx Xxxxx

Xxxxxxxxxx, XX 00000

Attention: Corporate Trust Administration

Facsimile: (412) 236–0870

or such additional or different address, notice of which is given under Section 8.03.

“Person” or words importing persons mean any individual, corporation, partnership, joint venture, association, joint–stock company, trust, unincorporated organization or government or any agency or political subdivision thereof.

“Prior Bonds” means the 1977 Bonds and the 1986 Bonds, as defined in the recitals to this Agreement.

“Project” means the refinancing of the costs of the Project Facilities through the current refunding of the Refunded Bonds, as defined in the recitals to this Agreement.

“Project Facilities” means, generally, the pollution control facilities financed or refinanced from the proceeds of the Prior Bonds, which were refunded from the proceeds of the Refunded Bonds, as such Project Facilities are listed and described in Exhibit A hereto, and may also be limited, when appropriate in the context, to those specific capital assets and equipment, if any, remaining in the ownership of the Company and in the physical state, condition and manner of operation existing on the date of issuance of the Bonds. At the date of this Agreement, the Company does not own or operate any of the Project Facilities.

“Refunded Bonds” shall have the meaning given in the first recital hereof.

“Refunded Bonds Trustee” means The Bank of New York Mellon, successor trustee to Chase Manhattan Trust Company, National Association, as trustee for the Refunded Bonds.

“Tax Regulatory Agreement” means that certain Tax Regulatory Agreement and No Arbitrage Certificate in respect of the Bonds and dated as of the date of delivery of the Bonds, and any permitted amendments or supplements thereto.

All other terms used in this Agreement that are defined in the Indenture have the same meanings assigned them in the Indenture unless the context clearly requires otherwise.

Section 1.03. Interpretation. Unless the context clearly indicates otherwise, the capitalized terms defined in this Article I and in the Indenture, for all purposes of this Agreement and all agreements supplemental hereto, have the meanings hereby ascribed to them. Such terms, together with all other provisions of this Agreement, shall be read and understood in a manner consistent with the provisions of the Act. Words or phrases importing the masculine gender shall be read and understood to include the feminine and neuter genders and those importing number shall include singular or plural, both as appropriate to the context.

Any reference herein to the Issuer, to its board or to any designated officer includes entities or officials succeeding to their respective functions, duties or responsibilities pursuant to or by operation of law or lawfully performing their functions.

Any reference to a section, provision or chapter of the laws of the State or to any statute of the United States of America includes that section, provision or chapter or statute as amended, modified, revised, supplemented or superseded from time to time; provided, that no such amendment, modification or similar change shall apply solely by reason of this provision, if it constitutes in any way an impairment of the rights or obligations of the Issuer, the Bondholders, the Trustee or the Company under this Agreement.

Section 1.04. Captions and Headings. The captions and headings in this Agreement are solely for convenience of reference and in no way define, limit or describe the scope or intent of any articles, sections, subsections, paragraphs, subparagraphs or clauses hereof.

ARTICLE II

REPRESENTATIONS

Section 2.01. Representations and Covenants of Issuer. The Issuer represents that (a) it is duly organized and validly existing under the Constitution and laws of the State, including the Act; (b) it has duly accomplished all conditions necessary to be accomplished by it prior to the issuance and delivery of the Bonds and the execution and delivery of this Agreement, the Indenture and the Tax Regulatory Agreement; (c) it is not in violation of or in conflict with any provisions of the laws of the State which would impair its ability to carry out its obligations contained in this Agreement, the Indenture or the Tax Regulatory Agreement; (d) it is empowered to enter into the transactions contemplated by this Agreement, the Indenture and the Tax Regulatory Agreement; (e) it has duly authorized the execution, delivery and performance of this Agreement, the Indenture and the Tax Regulatory Agreement; (f) to the best of its knowledge and belief, based upon the application submitted by the Company, and other representations made, information presented and testimony given by the Company, the Bonds will further the public purposes of the Act and of the Issuer; and (g) it will do all things in its power in order to maintain its existence or assure the assumption of its obligations under this Agreement, the Indenture and the Tax Regulatory Agreement by any successor public body.

Section 2.02. Representations and Covenants of Company. The Company represents and covenants that:

(a) It is a corporation duly organized and existing under and pursuant to the laws of the State of Delaware. The Company is qualified to do business in the State.

(b) It has full power and authority to execute, deliver and perform its obligations under this Agreement and the Tax Regulatory Agreement and to enter into and carry out the transactions contemplated by those documents; such execution, delivery and performance does not, and will not, violate any provision of law applicable to the Company or the Company’s articles of incorporation, code of regulations, bylaws or other corporate charter or similar instrument each as may be amended, and does not, and will not, conflict with or result in a default under any agreement or instrument to which the Company is a party or by which it is bound; this Agreement and the Tax Regulatory Agreement have, by proper action, been duly authorized, executed and delivered by the Company and all steps necessary have been taken to constitute this Agreement and the Tax Regulatory Agreement valid and binding obligations of the Company.

(c) Each of the Project Facilities was, at the time originally placed in service, a “pollution control facility” used in whole or in part to control, reduce, xxxxx or prevent, air, noise, water or general environmental pollution, and was designed to meet applicable federal, state and local requirements for the control of air or water pollution in effect at or about the time the Prior Bonds were issued. The Project Facilities were constructed, for no significant purpose other than the control of air or water pollution, and not principally designed to result in any increase in production or capacity, or in a material extension of the useful life of a manufacturing or production facility or a part thereof that is owned, operated or used by the Company.

(d) At the times of issuance of the Prior Bonds, and at the time of issuance of the Refunded Bonds and at all times subsequent thereto, the Company has complied with all applicable requirements of the Internal Revenue Code of 1954, as amended, the Internal Revenue Code of 1986, as amended, and all applicable regulations, rulings and successor laws necessary to ensure the continuing tax–exempt status of such Prior Bonds and of the Refunded Bonds.

(e) All of the proceeds of the Bonds will be used exclusively to retire the Refunded Bonds within 90 days of the date of issuance of the Bonds. None of the proceeds of the Bonds will be used to provide working capital or pay costs of issuance of the Bonds.

(f) Each one and all of the representations and warranties of the Company contained in the Tax Regulatory Agreement, as executed and delivered simultaneously with this Agreement, are true and correct.

(g) The Company will comply with the applicable requirements of Rule 15c2-12 as promulgated by the Securities and Exchange Commission and recognizes that the Issuer is not an “obligated person” within the meaning of said Rule.

ARTICLE III

COMPLETION OF PROJECT FACILITIES;

ISSUANCE OF THE BONDS

Section 3.01. Completion of Project Facilities. The Company represents that the acquisition and/or construction of the Project Facilities have been completed and that the proceeds derived from the sale of the Prior Bonds and the Refunded Bonds used to refund the Prior Bonds, including any investment thereof, were expended in accordance with the provisions of all bond authorization, security and tax regulatory agreements and/or certificates executed in respect of all such bonds, including the Refunded Bonds, and in respect of the installation, operation or use of the Project Facilities and the refunding of the Prior Bonds.

Section 3.02. Issuance of Bonds; Application of Proceeds. To provide funds for the purpose of refunding the Refunded Bonds, the Issuer will issue, sell and deliver the Bonds. The Bonds will be issued in accordance with and pursuant to the Indenture in the aggregate principal amount, will bear interest at the rate or rates, will mature and will be subject to redemption as set forth therein. The Company hereby approves the terms and conditions of the Indenture, and the Bonds, and the terms and conditions under which the Bonds will be issued, sold and delivered.

The proceeds from the sale of the Bonds shall be paid to the Trustee and deposited as follows (a) a sum equal to accrued interest, if any, shall be deposited in the Bond Fund and (b) the balance shall be deposited in the Clearing Fund.

Disbursements of moneys in the Clearing Fund shall be made by the Trustee in order to defease and/or redeem the Refunded Bonds pursuant to written instructions delivered by the Company to the Trustee and to the Refunded Bonds Trustee, provided, in all events, all moneys in the Clearing Fund shall be fully disbursed for the redemption of the Refunded Bonds on or before 90 days following the date of issuance of the Bonds. Upon deposit of adequate funds with the Refunded Bonds Trustee, the Company shall be permitted to seek a release of the lien of any and all documents providing for the payment of the Refunded Bonds, including particularly the trust indenture and the loan agreement securing the same, and may seek repayment of any unrequired funds on deposit in the Clearing Fund, pursuant to Section 5.07 of the Indenture.

Section 3.03. Company Required to Provide Additional Moneys in Event Moneys Insufficient to Redeem Refunded Bonds. If moneys disbursed from the Clearing Fund to the Refunded Bonds Trustee are not sufficient to defease or redeem the Refunded Bonds, the Company shall, nonetheless, not later than the date fixed for redemption of the Refunded Bonds, pay to the Refunded Bonds Trustee, in immediately available funds, any such additional moneys as shall be needed, including, without limitation, amounts for interest accrued to that date, from its own funds to defease or redeem the Refunded Bonds. The Company shall not be entitled to any reimbursement therefor from the Issuer, the Trustee or any Holder; nor shall it be entitled to any abatement, diminution or postponement of the Installment Payments as a consequence of such payment. The Company acknowledges and agrees that there is no implied or express warranty by the Issuer that the proceeds of the Bonds will be sufficient to redeem the Refunded Bonds.

Section 3.04. Investment of Fund Moneys. At the written direction of the Authorized Company Representative, any moneys held in the Clearing Fund, the Bond Fund and the Rebate Fund shall be invested or reinvested by the Trustee in Eligible Investments. Each of the Issuer and the Company hereby covenants that it will restrict any investment and reinvestment and the use of the proceeds of the Bonds in such manner and to such extent, if any, as may be necessary so that the Bonds will not constitute arbitrage bonds under Section 148 of the Code.

The Company shall provide the Issuer with a certificate of an appropriate officer, employee or agent of or consultant to the Company for inclusion in the transcript of proceedings for the Bonds, setting forth the reasonable expectations of the Company on the date of delivery of and payment for the Bonds regarding the amount and use of the proceeds of the Bonds and the facts, estimates and circumstances on which those expectations are based.

The Company agrees that at no time shall any funds constituting gross proceeds of the Bonds be used in any manner to cause or result in a prohibited payment under applicable regulations pertaining to, or in any other fashion as would constitute failure of compliance with, Section 148 of the Code.

If there is any amount required to be paid to the United States pursuant to Section 148(f) of the Code or Section 5.03 of the Indenture, the Company shall pay such amount to the Trustee for deposit to the Rebate Fund created under Section 5.03 of the Indenture, who will submit the payment to the United States.

Section 3.05. Issuer’s Fees. The Company will pay the Issuer’s closing fee in the amount of $63,700.00 and the Issuer’s counsel fee in the amount of not to exceed $22,000, including disbursements, on the date of issuance of the Bonds. The Company will also pay any other administrative expenses incurred in connection with the refinancing of the Refunded Bonds, and any such additional fees and expenses (including reasonable attorney’s fees) incurred by the Issuer or the Trustee in connection with inquiring into, or enforcing, the performance of the Company’s obligations hereunder, within 30 days of receipt of a statement from the Issuer requesting payment of such amount.

ARTICLE IV

LOAN BY ISSUER; REPAYMENT OF LOAN

INCLUDING ADDITIONAL PAYMENTS

Section 4.01. Loan of Proceeds; Installment Payments. The Issuer agrees, upon the terms and conditions contained in this Agreement, to lend to the Company the proceeds received by the Issuer from the sale of the Bonds. Such proceeds shall be disbursed to or on behalf of the Company as provided in Section 3.02.

On each date on which any payment of principal of or interest on the Bonds shall become due (whether at maturity, or upon redemption or acceleration or otherwise), the Company will pay or cause to be paid to the Trustee, in immediately available funds, an amount which, together with other moneys held by the Trustee under the Indenture and available therefor, will enable the Trustee to make such payment in full in a timely manner (“Installment Payments”).

In furtherance of the foregoing, so long as any Bonds are outstanding, the Company will pay or cause to be paid all amounts required to prevent any deficiency or default in any payment with respect to the Bonds, including any deficiency caused by an act or failure to act by the Trustee, the Company, the Issuer or any other Person.

The Issuer assigns all amounts payable under this Section by the Company to the Trustee pursuant to the Indenture for the benefit of the Bondholders. The Company assents to such assignment. Accordingly, the Company will pay directly to the Trustee at its designated office all payments payable by the Company pursuant to this Section.

Section 4.02. Additional Payments. The Company will also pay the following upon demand after receipt of a xxxx therefor:

(a) The reasonable and documented out–of–pocket fees and expenses, including reasonable attorneys’ fees, of the Issuer incurred in connection with this Agreement, the Indenture, the Tax Regulatory Agreement and the Bonds, and the making of any amendment or supplement thereto, including, but not limited to: (i) those described in Section 3.05 (which includes, among other fees and expenses, the fees and expenses associated with the initial drafting, execution and delivery of this Agreement, the Indenture, the Tax Regulatory Agreement and the Bonds), (ii) those described in Section 7.04 and (iii) any other payments or indemnification required under Section 5.02; and

(b) The fees and expenses of the Trustee under the Indenture, including reasonable attorneys’ fees of the Trustee for any services rendered by it under the Indenture, including those described in Section 7.04, and any other payments or indemnification required under Section 5.02, such fees, expenses and payments to be paid directly to the Trustee for its own account as and when such fees and expenses become due and payable.

The Company further agrees to pay all reasonable and documented out–of–pocket costs and expenses (including reasonable attorney’s fees and expenses) of the Issuer incurred after the initial issuance of the Bonds in the preparation of any responses, reproduction of any documentation or participation in any inquiries, investigations or audits from any Person solely or primarily in connection with the Bonds, including without limitation, the Internal Revenue Service, the Securities Exchange Commission or other governmental agency.

Section 4.03. Deposit of Moneys in Bond Fund; Moneys for Purchase and Redemption. The Company may at any time deposit moneys in the Bond Fund, without premium or penalty, to be held by the Trustee for application to Installment Payments not yet due and payable, and the Issuer agrees that the Trustee shall accept such deposits when tendered by the Company. Such deposits shall be credited against the Installment Payments, or any portion thereof, in the order of their due dates. In addition, the Company may at any time deliver moneys to the Trustee in addition to such deposits with written instructions to the Trustee to use such moneys for the purpose of making open market purchases of Bonds. Such deposits or such delivery of moneys for Bond purchases shall not in any way alter or suspend the obligations of the Company under this Agreement during the term hereof as provided in Section 8.01.

In addition, the Company may deliver moneys to the Trustee for use for optional redemption of Bonds pursuant to Sections 6.01 and 6.02 and shall deliver moneys to the Trustee for mandatory redemption of Bonds as required by Section 4.02(c) of the Indenture.

Section 4.04. Obligations Unconditional. The obligations of the Company to make payments required by Sections 4.01, 4.02 and 4.03 and to perform its other agreements contained herein shall be absolute and unconditional, and the Company shall make such payments without abatement, diminution or deduction regardless of any cause or circumstances whatsoever including, without limitation, any defense (other than payment), set off, recoupment or counterclaim which the Company may have or assert against the Issuer, the Trustee or any other person.

Section 4.05. Assignment by Company. Rights granted to the Company under this Agreement may be assigned in whole or in part by the Company without the necessity of obtaining the consent of the Issuer or the Trustee, subject, however, to each of the following conditions:

(a) unless waived by the Issuer or the Trustee, the Company shall notify the Issuer and the Trustee in writing of the identity of any assignee at least 30 days prior to the effective date of such assignment;

(b) no assignment shall relieve the Company from primary liability hereunder for its obligations hereunder, and the Company shall continue to remain primarily liable for the payment of the Installment Payments and Additional Payments and for performance and observance of the agreements on its part herein provided to be performed and observed by it;

(c) any assignment from the Company must retain for the Company such rights and interests as will permit it to perform its obligations under this Agreement;

(d) the Company shall, within 30 days after execution thereof, furnish or cause to be furnished to the Issuer and the Trustee a true and complete copy of each such assignment; and

(e) any assignment from the Company shall not materially impair fulfillment of the purposes to be accomplished by operation of the Project Facilities as a project, the financing of which is permitted under the Act.

Section 4.06. Assignment by Issuer. The Issuer will assign its rights under and interest to this Agreement (except for Unassigned Issuer’s Rights) to the Trustee pursuant to the Indenture as security for the payment of the Bonds. Otherwise, the Issuer will not sell, assign or otherwise dispose of its rights under or interest in this Agreement nor create or permit to exist any lien, encumbrance or security interest thereon.

ARTICLE V

ADDITIONAL AGREEMENTS AND COVENANTS

Section 5.01. [Reserved.]

Section 5.02. Indemnification of Issuer and Trustee. The Company will indemnify and hold the Issuer and Trustee, their members, officers and employees, and the State of Ohio, including its members, officers and employees, free and harmless from any loss, claim, damage, tax, penalty, liability, disbursement, litigation expenses, attorneys’ fees and expenses or court costs arising out of, or in any way relating to, the execution or performance of the Indenture, this Agreement, the Bond Purchase Agreement (the “Bond Purchase Agreement”) among the Underwriter, the Issuer and the Company or any other documents in connection therewith, or any other cause whatsoever pertaining to the Project Facilities (including without limitation any loss, claim, damage, tax penalty, liability, disbursement, litigation expenses, attorneys’ fees and expenses or court costs asserted or arising under any federal, state or local statute, law, ordinance, code, rule, regulation, order or decree regulating or relating to or imposing liability or standards of conduct concerning any hazardous, toxic or dangerous waste, substance or material), or the Bonds, including the issuance or sale of the Bonds, or failure to issue or sell the Bonds, actions taken under the Bonds, the Indenture, this Agreement, the Bond Purchase Agreement or any other documents in connection therewith or any other cause whatsoever pertaining to the Project Facilities, except in any case as a result of the gross negligence or willful misconduct of the Issuer or Trustee.

The Company may, at its cost and in its name or in the name of the Issuer, prosecute or take any other action involving third persons which the Company deems necessary in order to ensure or protect the Company’s rights under this Agreement; in such event, the Issuer will reasonably cooperate with the Company, but at the sole expense of the Company.

In case any actions or proceedings are brought against the Issuer or the Trustee in respect of which indemnity may be sought hereunder, the party seeking indemnity shall promptly (but in any event, within 15 days of receipt of service), give notice of that action or proceeding to the Company enclosing copies of all papers served, and the Company upon receipt of that notice shall have the obligation and the right to assume the defense of the action or proceeding; provided, that failure of a party to give that notice shall not relieve the Company from any of its obligations under this Section unless that failure materially prejudices the defense of the action or proceeding by the Company and only to the extent of that prejudice. If the Company shall not have employed counsel to have charge of the defense of the action or proceeding, or if the Issuer shall have concluded reasonably that there may be a defense available to it which is in conflict with those available to the Company or the Trustee, (a) the company shall not have the right to direct the defense of the action, claim or proceeding on behalf of the Issuer and (b) legal and other expenses incurred by the Issuer (including without limitation, to the extent permitted by law, reasonable attorneys’ fees and expenses) shall be borne by the Company.

Notwithstanding anything contained herein to the contrary, the Company shall not be obligated to indemnify or hold harmless the Issuer or the Trustee for its gross negligence or willful misconduct.

The foregoing indemnification is intended to and shall include the indemnification of all affected officials, directors, trustees, officers and employees of the Issuer and the Trustee, respectively. That indemnification is intended to and shall be enforceable by the Issuer and the Trustee, respectively, to the full extent permitted by law and the foregoing indemnification shall survive beyond the termination or discharge of the Indenture or payment of the Bonds.

Section 5.03. Company Not to Adversely Affect Exclusion from Gross Income of Interest on Bonds. The Company hereby represents that it has taken and caused to be taken, and covenants that it will take and cause to be taken, all actions that may be required of it, alone or in conjunction with the Issuer, for the interest on the Bonds to be and to remain excludable from gross income for federal income tax purposes, and represents that it has not taken or permitted to be taken on its behalf, and covenants that it will not take or permit to be taken on its behalf, any action that would adversely affect such excludability under the provisions of the Code.

The Company also covenants that it will restrict the investment and reinvestment and the use of the proceeds of the Bonds in such manner and to such extent, if any, as may be necessary so that the Bonds will not constitute arbitrage bonds under Section 148 of the Code.

The Company hereby covenants that on or before the 90th day following the date any of the Project Facilities are no longer being operated as qualifying exempt facilities under the Code (unless such facilities have simply ceased to be operated), or such later date as provided in the Indenture, the Company shall cause a related amount of Bonds to be redeemed pursuant to the Mandatory Redemption provision of the Bonds.

Section 5.04. Company to Maintain its Existence; Mergers or Consolidations. The Company covenants that it will not merge or consolidate with any other legal entity or sell or convey all or substantially all of its assets to any other legal entity, except that the Company may merge or consolidate with, or sell or convey all or substantially all of its assets to any other legal entity, provided that (a) the Company shall be the continuing legal entity or the successor legal entity (if other than the Company) shall be a legal entity organized and existing under the laws of the United States of America or a state thereof, qualified to do business in the State and such legal entity shall expressly assume the due and punctual payment of the Installment Payments hereunder in order to ensure timely and proper payment of the principal of and interest on all the Bonds, according to their tenor, and the due and punctual performance and observance of all the covenants and conditions of this Agreement to be performed by the Company and (b) the Company or such successor legal entity, as the case may be, shall not, immediately after such merger or consolidation, or such sale or conveyance, be in default in the performance of any such covenant or condition and no event which with the lapse of time, the giving of notice or both would constitute an Event of Default under Section 7.01 shall have occurred and be continuing.

In case any such consolidation, merger, sale or conveyance and upon the assumption by the successor legal entity of the obligations under this Agreement and on the Bonds in accordance with the foregoing, such successor legal entity shall succeed to and be substituted for the Company, with the same effect as if it had been named herein as a party hereto, and the Company shall thereupon be relieved of any further obligations or liabilities hereunder and upon the Bonds and the Company as the predecessor legal entity may thereupon or at any time thereafter be dissolved, wound–up or liquidated.

Section 5.05. Operation of Project Facilities. The Company acknowledges and agrees that, although it no longer owns, possesses or controls the Project Facilities, as between itself and the Issuer, the Company will be responsible for the failure of the Project Facilities to be operated and maintained, in all material respects, in accordance with applicable law, except to the extent the enforcement or applicability of a given law is being contested in good faith, provided, however, nothing herein shall constitute a representation or warranty that the Project Facilities can meet the applicable effluent limitations or water quality standards.

The Authority recognizes and agrees that operation of any portion of the Project Facilities which is functionally independent of other portions of the Project Facilities may be discontinued or suspended for any period during which (a) operation thereof is no longer required to comply with applicable law or would cause a violation of applicable law, (b) the Issuer approves such discontinuance or suspension, (c) such discontinuance or suspension is necessary for routine maintenance and repair of the Projects or (d) the use of the industrial facility served by such portion of the Project Facilities is discontinued or suspended and such discontinuance or suspension renders continued operation of such portion of the Project Facilities unnecessary in order to comply with applicable law.

Section 5.06. Reports and Audits. The Company shall as soon as practicable but in no event later than six months after the end of each of its fiscal years, file with the Trustee and the Issuer, audited financial statements of the Company prepared as of the end of such fiscal year; provided that the Company may satisfy this requirement by its filing of such information with the Securities and Exchange Commission (xxx.xxx.xxx) and the Municipal Securities Rulemaking Board (xxx.xxxx.xxxx.xxx) in accordance with their respective filing requirements.

Section 5.07. Insurance. The Company shall maintain, or cause to be maintained, insurance covering such risks and in such amounts as is customarily carried by similar industries as the Company, and which insurance may be, in whole or in part, self–insurance.

ARTICLE VI

OPTIONS; PREPAYMENT OF LOAN

Section 6.01. Options to Terminate. The Company shall have, and is hereby granted, an option to prepay and terminate the Loan, upon satisfaction of the following conditions at any time prior to full payment of the Bonds (or provision for payment thereof having been made in accordance with the provisions of the Indenture): (a) in accordance with Article IX of the Indenture, by paying to the Trustee an amount which, when added to the amount on deposit in the funds established under the Indenture and available therefor, will be sufficient to pay, retire and, pursuant to the Indenture, redeem all the outstanding Bonds in accordance with the provisions of the Indenture (including, without limiting the generality of the foregoing, principal of and interest to maturity or the earliest applicable redemption date, as the case may be, and expenses of redemption and the Trustee’s fees and expenses due hereunder or under the Indenture), and in case of redemption making arrangements satisfactory to the Trustee for the giving of the required notice of redemption, (b) by giving the Issuer notice in writing of such termination and (c) by making full payment of Additional Payments due under Section 4.02; thereafter such termination shall forthwith become effective.

Any prepayment pursuant to this Section 6.01 shall either comply with the provisions of Article IX of the Indenture or result in redemption of the Bonds within 90 days of the date of prepayment. Nothing contained in this Section 6.01 shall prevent the payment of part of any of the Bonds pursuant to Article IV or Section 9.02 of the Indenture.

Section 6.02. Option to Prepay Upon Extraordinary Optional Redemption Under Indenture. The Company shall also have the option, upon the occurrence of certain extraordinary circumstances described therein, to prepay the loan in whole or in part upon the terms and conditions set forth in Section 4.02(b)(i) of the Indenture.

Section 6.03. Actions by Issuer. At the request of the Company or the Trustee, the Issuer shall take all steps required of it under the applicable provisions of the Indenture or the Bonds to effect the redemption of all or a portion of the Bonds pursuant to this Article VI; provided that, in such event, the Company shall reimburse the Issuer for its reasonable expenses, including attorneys’ fees, incurred in complying with such request.

Section 6.04. Release on Exercise of Option To Prepay Loan. Upon the payment of all amounts due hereunder pursuant to any option to prepay the loan granted in this Agreement, the Issuer shall upon receipt of the prepayment, deliver to the Company, if necessary, a release from the Trustee of the lien of the Indenture.

ARTICLE VII

EVENTS OF DEFAULT AND REMEDIES

Section 7.01. Events of Default. Each of the following shall be an Event of Default:

(a) The Company shall fail to pay the amounts required to be paid under Section 4.01 or 4.02 on the date specified therein;

(b) Failure by the Company to observe and perform any covenant, condition or agreement on its part to be observed or performed, other than as referred to in Section 7.01(a), (other than certain representations, warranties and covenants regarding various matters relating to the tax status of the Bonds) for a period of 60 days after written notice specifying such failure and requesting that it be remedied shall have been given to the Company by the Issuer or the Trustee, unless the Issuer and the Trustee shall agree in writing to an extension of such time prior to its expiration; provided, however, if the failure stated in the notice cannot be corrected within the applicable period, it shall not constitute an Event of Default if corrective action is instituted by the Company within the applicable period and is being diligently pursued until the default is corrected;

(c) The dissolution or liquidation of the Company or the voluntary initiation by the Company of any proceeding under any federal or state law relating to bankruptcy, insolvency, arrangement, reorganization, readjustment of debt or any other form of debtor relief, or the initiation against the Company of any such proceeding which shall remain undismissed for 60 days, or failure by the Company to promptly have discharged any execution, garnishment or attachment of such consequence as would materially impair the ability of the Company to carry on its operations, or assignment by the Company for the benefit of creditors, or the entry by the Company into an agreement of composition with creditors or the failure generally by the Company to pay its debts as they become due; or

(d) The occurrence of an Event of Default as defined in the Indenture.

Any declaration of default under subparagraph (c) and the exercise of remedies upon any such declaration will be subject to any applicable limitations of federal bankruptcy law affecting or precluding that declaration or exercise during the pendency of or immediately following any bankruptcy, liquidation or reorganization proceedings.

Section 7.02. Remedies on Default. Whenever an Event of Default shall have happened and be existing, any one or more of the following remedial steps may be taken:

(a) if acceleration of the principal amount of the Bonds has been declared pursuant to Section 7.03 of the Indenture, the Issuer or the Trustee shall declare all Installment Payments to be immediately due and payable, whereupon the same shall become immediately due and payable; or

(b) the Issuer or the Trustee may pursue all remedies now or hereafter existing at law or in equity to collect all amounts then due and thereafter to become due under this Agreement or to enforce the performance and observance of any other obligation or agreement of the Company under those instruments.

Notwithstanding the foregoing, the Trustee shall not be obligated to take any step that in its reasonable opinion will or might cause it to expend time or money or otherwise incur liability unless and until a satisfactory indemnity bond has been furnished to the Trustee at no cost or expense to it. Any amounts collected pursuant to action taken under this Section (except for amounts payable directly to the Issuer or the Trustee pursuant to Section 4.02, 5.02 or 7.04) shall be paid into the Bond Fund and applied in accordance with the provisions of the Indenture or, if the Outstanding Bonds have been paid and discharged in accordance with the provisions of the Indenture, shall be paid as provided in Section 9.01 of the Indenture for transfers of remaining amounts in the Bond Fund.

The provisions of this Section are subject to the further limitation that the rescission by the Trustee of its declaration that all of the Bonds are immediately due and payable also shall constitute an annulment of any corresponding declaration made pursuant to paragraph (a) of this Section and a waiver and rescission of the consequences of that declaration and of the Event of Default with respect to which that declaration has been made, provided that no such waiver or rescission shall extend to or affect any subsequent or other default or impair any right consequent thereon.

Section 7.03. No Remedy Exclusive. No remedy conferred upon or reserved to the Issuer or the Trustee by this Agreement is intended to be exclusive of any other available remedy or remedies, but each and every remedy shall be cumulative and shall be in addition to every other remedy given under this Agreement, now or hereafter existing at law, in equity or by statute. No delay or omission to exercise any right or power accruing upon any default shall impair that right or power or shall be construed to be a waiver thereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient. In order to entitle the Issuer or the Trustee to exercise any remedy reserved to it in this Article, it shall not be necessary to give any notice, other than any notice required by law or for which express provision is made herein.

Section 7.04. Agreement to Pay Fees and Expenses. If an Event of Default should occur and the Issuer or the Trustee should incur expenses, including attorneys’ fees, in connection with the enforcement of this Agreement or the collection of sums due thereunder, the Company shall reimburse the Issuer and the Trustee, as applicable, from the reasonable expenses so incurred upon demand.

Section 7.05. No Waiver. No failure by the Issuer or the Trustee to insist upon the performance by the Company of any provision hereof shall constitute a waiver of their right to performance and no express waiver shall be deemed to apply to any other existing or subsequent right to remedy the failure by the Company to observe or comply with any provision hereof.

Section 7.06. Notice of Default. The Company shall notify the Trustee immediately and in writing if it becomes aware of the occurrence of any Event of Default hereunder or of any fact, condition or event which, with the giving of notice or passage of time or both, would become an Event of Default.

ARTICLE VIII

MISCELLANEOUS

Section 8.01. Term of Agreement. This Agreement shall be and remain in full force and effect from the date of issuance of the Bonds until such time as all of the Bonds shall have been fully paid (or provision made for such payment) pursuant to the Indenture and all other sums payable by the Company under this Agreement shall have been paid, except for obligations of the Company under Section 4.02, 5.02 and 7.04, which shall survive any termination of this Agreement.

Notwithstanding any termination of this Agreement, any payment of any or all of the Bonds or any discharge of the Indenture, if Bonds are redeemed pursuant to the mandatory redemption upon determination of taxability, the Company shall pay all additional amounts required to be paid under Section 4.01 of the Indenture at the time provided therein.

Section 8.02. Amounts Remaining in Funds. Any amounts in the Bond Fund remaining unclaimed by the Holders of Bonds (whether at stated maturity, by redemption or pursuant to any mandatory sinking fund requirements or otherwise), shall be deemed to belong, and shall be paid, to the proper party pursuant to applicable escheat laws. Further, any other amounts remaining in the Bond Fund, the Clearing Fund and any other special fund for accounts created under this Agreement or the Indenture after all of the outstanding Bonds shall be deemed to have been paid and discharged under the provisions of the Indenture and all other amounts required to be paid under this Agreement and the Indenture have been paid, shall be paid to the Company to the extent that those moneys are in excess of the amounts necessary to effect the payment and discharge of the outstanding Bonds.

Section 8.03. Notices. All notices, certificates, requests or other communications hereunder shall be in writing and shall be deemed to be sufficiently given when received or upon refusal of delivery at the applicable Notice Address. The Issuer, the Company or the Trustee may, by providing written notice to each other, designate any further or different addresses to which subsequent notices, certificates, requests or other communications shall be sent.

Section 8.04. Extent of Covenants of Issuer; No Personal Liability. All covenants, obligations and agreements of the Issuer contained in this Agreement or the Indenture shall be effective to the extent authorized and permitted by applicable law. No such covenant, obligation or agreement shall be deemed to be a covenant, obligation or agreement of any present or future member, trustee, officer, agent or employee of the Issuer in other than his official capacity, and no official executing the Bonds shall be liable personally on the Bonds or be subject to any personal liability or accountability by reason of the issuance thereof or by reason of the covenants, obligations or agreements of the Issuer contained in this Agreement or in the Indenture.

Section 8.05. Binding Effect. This Agreement shall inure to the benefit of and shall be binding in accordance with its terms upon the Issuer, the Company and their respective permitted successors and assigns subject to the limitations in Sections 4.05 and 5.04 hereof.

Section 8.06. Amendments and Supplements. Except as otherwise expressly provided in this Agreement or the Indenture, subsequent to the issuance of the Bonds and prior to all conditions provided for in the Indenture for release of the Indenture having been met, this Agreement may not be effectively amended, changed, modified, altered or terminated except in accordance with the provisions of Article XI of the Indenture, as applicable.

Section 8.07. Execution Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be regarded as an original and all of which shall constitute but one and the same instrument.

Section 8.08. Severability. If any provision of this Agreement, or any covenant, obligation or agreement contained herein is determined by a court to be invalid or unenforceable, that determination shall not affect any other provision, covenant, obligation or agreement, each of which shall be construed and enforced as if the invalid or unenforceable portion were not contained herein. That invalidity or unenforceability shall not affect any valid and enforceable application thereof, and each such provision, covenant, obligation or agreement shall be deemed to be effective, operative, made, entered into or taken in the manner and to the full extent permitted by law.

Section 8.09. Governing Law. This Agreement shall be deemed to be a contract made under the laws of the State and for all purposes shall be governed by and construed in accordance with the laws of the State.

Section 8.10. Further Assurances and Corrective Instruments. The Issuer and the Company agree that they will, from time to time, execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, such supplements hereto and such further instruments as may reasonably be required for the further assurance, correction or performance of the expressed intention of this Agreement.

Section 8.11. Issuer and Company Representatives. Whenever under the provisions of this Agreement the approval of the Issuer or the Company is required or the Issuer or the Company is required to take some action at the request of the other, such approval or such request shall be given for the Issuer by a Designated Officer and for the Company by an Authorized Company Representative. The Trustee shall be authorized to act on any such approval or request.

Section 8.12. Immunity of Incorporators, Stockholders, Officers and Directors. No recourse under or upon any obligation, covenant or agreement contained in this Agreement or in any agreement supplemental hereto, or in the Bonds, or because of any indebtedness evidenced thereby, shall be had against any incorporator, or against any stockholder, member, officer or director, as such, past, present or future, of the Company or of any predecessor or, subject to Section 5.04, successor legal entity, either directly or through the Company or any predecessor or successor legal entity, under any rule of law, statute or constitutional provision or by the enforcement of any assessment or by any legal or equitable proceeding or otherwise, all such liability being expressly waived and released by the acceptance of the Bonds by the Holders thereof and as part of the consideration for the issuance of the Bonds.

Section 8.13. Section Headings. The table of contents and headings of the various articles and sections of this Agreement are for convenience of reference only and shall not modify, define or limit any of the terms or provisions hereof. References to article and section numbers are references to articles and sections in this Agreement unless otherwise indicated.

[Remainder of page intentionally left blank]

IN WITNESS WHEREOF, the Issuer and the Company have caused this Agreement to be duly executed in their respective names, all as of the date hereinbefore written.

OHIO WATER DEVELOPMENT AUTHORITY

By:	/s/ Xxxxx Xxxxxxxx
	Executive Director

ATTEST:

/s/ Xxxxx X. Xxxxxxxx

Secretary/Treasurer

[SEAL]

UNITED STATES STEEL CORPORATION

By:	/s/ Xxxx X. Xxxxx
Title:	Vice President & Treasurer

[Signature page to U.S. Steel Loan Agreement]

EXHIBIT A

PROJECT FACILITIES

Haverhill Project

The facilities acquired, constructed and installed at the Haverhill Plant of the Company consisted of the following: Haverhill Plant–Phenol Facility waste water control facilities were expanded to accommodate larger flows. Additions to the facilities included additional oil skimming, a new holding basin, additional filtering capacity, increased pumping capacity and a second deep well for disposal of waste water.

Lorain Project

The facilities acquired, constructed and installed at the Lorain Plant of the Company consisted of the following:

(1) Lorain–Blast Furnaces–Water Quality Control. The water quality control facilities included piping to separate non-contact cooling water from process water. The non-contact cooling water is discharged to the river through outfalls 003 and 004. The water from the blast furnace gas coolers and the gas drip legs of all five furnaces is pumped directly to cooling towers for recirculation. Process water from the blast furnace gas scrubbers for Nos. 1, 2 and 5 blast furnaces is discharged to a new classifier for removal of coarse solids and pumped to a splitter box located near No. 4 furnace. The splitter box also receives the process water directly from the scrubbers from Nos. 3 and 4 blast furnaces. Water treatment chemicals are added to promote the settling of suspended solids. The flow then is split between the existing clarifier (70’ diameter) and a new clarifier (100’ diameter). Clarifier overflow is pumped to the hot well, where it combines with the unclarified water from the gas coolers, is pumped over a cooling tower into a cold well, and is recycled to the blast furnace process water systems.

The sludge from the clarifier is pumped to a new thickener. The overflow from the thickener is returned to the splitter box ahead of the clarifier. The sludge from the thickener underflow is pumped to the new vacuum filter for dewatering before disposal.

Blowdown is required in the blast furnace recycle system. Part of this blowdown water is used as makeup for the slag quench recycle system, and part is piped to the coke plant as makeup in the coke quench sump. Any remaining blowdown water is discharged to the river without further treatment.

(2) Lorain–Waste Pickle Liquor Disposal. The former waste pickle liquor drain line was intercepted and a new section of drain line installed. A sump, with pumps, was provided to collect the waste pickle liquor, which is pumped to two new above-ground storage tanks. A truck-loading station was provided adjacent to the storage tanks. The waste pickle liquor is hauled away from the plant in tank trucks for disposal by a licensed disposal contractor.

(3) Lorain–Blooming Mill Diversion Sewer. A new sump and pump station was installed to collect the scale pit effluent. From this sump the process water is pumped to an existing sewer which flows to the pipe mill lagoon. The Blooming Mill process water commingles with other process waters, all of which receive treatment in the existing pipe mill lagoon.

(4) Lorain–Rounds Caster Water Pollution Control. The treatment system was provided to treat, cool and return process water to the caster. The major components include scale pit settling basin, oil skimmer, clarifiers, pressure filters, chemical feed system, vacuum filters, surge and hold tanks, evaporative cooler, two-cell cooling tower, pumps, valves and piping.

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LOAN AGREEMENT between OHIO WATER DEVELOPMENT AUTHORITY, as Issuer and UNITED STATES STEEL CORPORATION State of Ohio Environmental Improvement Revenue Refunding Bonds, Series 2011 (United States Steel Corporation Project) Dated as of November 1, 2011

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