Exhibit 10.1
EXECUTION COPY
FIRST AMENDMENT TO THE SECOND AMENDED
AND RESTATED RECEIVABLES PURCHASE AGREEMENT
THIS FIRST AMENDMENT TO THE SECOND AMENDED AND RESTATED RECEIVABLES
PURCHASE AGREEMENT, dated as of June 12, 2009 (this "Amendment"), is entered
into by and among U. S. STEEL RECEIVABLES LLC, a Delaware limited liability
company, as Seller (the "Seller"), UNITED STATES STEEL CORPORATION (in its
individual capacity "USS"), a Delaware corporation, as initial Servicer (in such
capacity, together with its successors and permitted assigns in such capacity,
the "Servicer"), the FUNDING AGENTS listed on the signature pages hereto, the CP
CONDUIT PURCHASERS listed on the signature pages hereto, the COMMITTED
PURCHASERS listed on the signature pages hereto, the ▇▇ ▇▇▇▇▇ listed on the
signature pages hereto and THE BANK OF NOVA SCOTIA, a Canadian chartered bank
acting through its New York Agency, as Collateral Agent for the CP Conduit
Purchasers, Committed Purchasers and ▇▇ ▇▇▇▇▇ (in such capacity, together with
its successors and assigns in such capacity, the "Collateral Agent").
Capitalized terms used and not otherwise defined herein are used as defined in
the Second Amended and Restated Receivables Purchase Agreement, dated as of
September 27, 2006 (as amended or otherwise modified through the date hereof,
the "Agreement"), among the Seller, the Servicer, the CP Conduit Purchasers from
time to time party thereto, the Committed Purchasers from time to time party
thereto, the ▇▇ ▇▇▇▇▇ from time to time party thereto, the Funding Agents and
the Collateral Agent.
WHEREAS, the parties hereto desire to amend the Agreement in certain
respects as provided herein.
NOW THEREFORE, in consideration of the premises and other material
covenants contained herein, the parties hereto agree as follows:
SECTION 1. Amendments.
(a) Clause (c) of Section 1.1 of the Agreement is hereby deleted in
its entirety.
(b) Clause (d) of Section 1.1 of the Agreement is hereby deleted in
its entirety.
(c) Section 1.7 of the Agreement is hereby amended by inserting at
the end thereof the following new sentence:
If the rate of any "Commitment Fee", "Program Fee", "LC Fee"
or similar fee payable to any Funding Agent for the benefit of the
Purchasers in the related Purchaser Group pursuant to such Funding
Agent's Fee Letter or otherwise (the "More Favorable Fee Letter")
shall at any time be more favorable than the related, parallel
fees set forth in any other Funding Agent's Fee Letter, then the
Seller and the other parties hereto will deem each other Funding
Agent's Fee Letter to be amended to incorporate such more
favorable terms as of the effectiveness date of the related more
favorable terms under the More Favorable Fee Letter, mutatis
mutandis. The Seller shall provide the Collateral Agent with a
copy of each Fee Letter, together with any amendments,
restatements, supplements or other modifications thereto, promptly
following the effective date thereof.
(d) Section 1.9 of the Agreement is hereby amended by inserting,
in the appropriate order, the following new clause (e):
(e) For the avoidance of doubt, any increase in cost
and/or reduction in yield with respect to any Affected
Person caused by regulatory capital allocation adjustments
due to FASB's Interpretation 46 (revised December 2003)
Consolidation of Variable Interest Entities and
Interpretation of Accounting Research Bulletin No. 51 (or
any future statement or interpretation issued by FASB)
shall be covered by this Section 1.9.
(e) Section 1.14 of the Agreement is hereby amended and restated in
its entirety as follows:
Section 1.14. Purchaser Groups and Purchasers. The Seller
may (a) with the written consent of the Collateral Agent (such
consent not to be unreasonably withheld or delayed), add
additional Persons as Purchasers to an existing Purchaser Group
(with the prior written consent of the related Funding
Agent-such consent not to be unreasonably withheld or delayed)
or (b) pursuant to and in accordance with the terms set forth in
Section 1.13(b)(ii), request an existing Purchaser Group to
increase its Commitment in connection with the assignment of the
Commitment of a Non-Extending Committed Purchaser; provided,
however, that the Commitment of any Purchaser Group may only be
increased with the consent of the related Funding Agent and
applicable Purchasers in their sole discretion or (c) pursuant
to and in accordance with the terms set forth in Section
1.13(b)(ii), with the written consent of the Collateral Agent
and each Funding Agent (such consent not to be unreasonably
withheld or delayed), add one or more Purchaser Groups as
parties hereto. Each new Purchaser or Purchaser Group shall
become a party hereto by executing and delivering to the
Collateral Agent, each Funding Agent and the Seller an
Assumption Agreement (each, an "Assumption Agreement") in the
form of Exhibit VI hereto (which Assumption Agreement shall, in
the case of any new Purchaser Group be executed by each Person
(including the related Funding Agent) in such new Purchaser
Group).
(f) Clause (b) of Section 1.16 of the Agreement is hereby amended
restated in its entirety as follows:
(b) Each Letter of Credit shall, among other things, (i)
provide for written demands for payment when presented for honor
thereunder in accordance with the terms thereof and when
accompanied by the documents described therein (ii) and have an
expiry date not later than eighteen (18) months after such Letter
of Credit's date of issuance and in no event later than twelve
(12) months after the related Purchaser Group's Commitment Expiry
Date then in effect. Each Letter of Credit shall be subject
either to the Uniform Customs and Practice for Documentary
Credits (2007 Revision), International Chamber of Commerce
Publication No. 600, and any amendments or revisions thereof
adhered to by an LC Bank or the International Standby Practices
(ISP98-International Chamber of Commerce Publication Number 590),
and any amendments or revisions thereof adhered to by an LC Bank,
as determined by the applicable LC Bank.
(g) The first sentence of Section 5.1 of the Agreement is hereby
amended by (i) deleting the words "on the date hereof" therein and (ii)
inserting, immediately prior to the comma after the words "Intercreditor
Agreement", the words "and any amendments or other modifications thereto".
(h) The definition of "Alternate Rate" set forth in Exhibit I to the
Agreement is hereby amended (i) deleting the reference to the percentage
"1.50%" in clause (a) therein and substituting a reference to the
percentage "3.00%" therefor and (ii) deleting the reference to the
percentage "2.00%" in the proviso thereto and substituting a reference to
the percentage "4.00%" therefor.
(i) The definition of "Change in Control" set forth in Exhibit I to
the Agreement is hereby amended and restated in its entirety as follows:
"Change in Control" means the occurrence of any of the following:
(a) USS ceases to own, directly or indirectly, 100% of the
capital stock of the Seller free and clear of all Adverse
Claims.
(b) 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 (b) 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 common stock in
USS;
(c) individuals who constituted the board of directors of
USS 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 USS as
approved by a vote of 66 2/3% of the directors of USS 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
that board of directors then in office;
(d) the adoption of a plan relating to the liquidation or
dissolution of USS; or
(e) the merger or consolidation of USS with or into another
Person or the merger of another Person with or into USS,
or the sale of all or substantially all the assets of USS
(determined on a consolidated basis) to another Person,
other than a merger or consolidation transaction in which
holders of USS' common stock representing 100% of the
ordinary voting power represented by that common stock
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 common stock or other 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.
(j) The definition of "Commitment Expiry Date" set forth in Exhibit I
to the Agreement is hereby amended by deleting the reference to the date
"September 25, 2009" therein and substituting a reference to the date
"September 24, 2010" therefor.
(k) The definition of "Concentration Reserve Percentage" set forth in
Exhibit I to the Agreement is hereby amended by deleting the reference to
the percentage "16%" therein and substituting a reference to the percentage
"20%" therefor.
(l) The definition of "Conduit Assignee" set forth in Exhibit I to
the Agreement is hereby amended by deleting the reference to "Section 5.3"
therein and substituting a reference to "Section 6.3" therefor.
(m) The definition of "Designated Obligor" set forth in Exhibit I to
the Agreement is hereby amended by inserting, immediately after the words
"written notice", the words "substantially in the form of Annex F hereto".
(n) The first proviso to the definition of "Discount" set forth in
Exhibit I to the Agreement is hereby amended by deleting the reference to
the percentage "2.00%" therein and substituting a reference to the
percentage "4.00%" therefor.
(o) Clause (c) of the definition of "Eligible Receivables" set forth
in Exhibit I to the Agreement is hereby amended and restated in its
entirety as follows:
(c) that does not have a stated maturity which is more than
64 days after the original invoice date of such Receivable;
provided, that a Receivable that has a stated maturity of
greater than 64 days (but not more than 75 days) after the
original invoice date of such Receivable (a "Medium Term
Receivable") shall, solely to the extent that such Medium Term
Receivable satisfies each of the other criteria set forth in
this definition, be an Eligible Receivable to the extent the
aggregate Outstanding Balance of all Medium Term Receivable that
are otherwise Eligible Receivables does not exceed 5% of the
aggregate Outstanding Balance of all Eligible Receivables,
(p) Clause (g) of the definition of "Eligible Receivables" set forth
in Exhibit I to the Agreement is hereby amended and restated in its
entirety as follows:
(g) that is not the subject of any asserted dispute,
offset, hold back defense, Adverse Claim or other claim,
provided that (i) undisputed amounts with respect to any
Receivable shall, solely to the extent that such Receivable
satisfies each of the other criteria set forth in this
definition, be an Eligible Receivable up to such undisputed
amount and (ii) any Receivable subject to potential offset
shall, solely to the extent that such Receivable satisfies each
of the other criteria set forth in this definition, be an
Eligible Receivable so long as no actual offset has been applied
with respect thereto and provided, further, that the foregoing
sub-clause (ii) of this clause (g) shall not apply to
Receivables the Obligor of which is one of the ten Obligors with
the largest Outstanding Balance of Pool Receivables,
(q) Clause (o) of the definition of "Eligible Receivables" set forth
in Exhibit I to the Agreement is hereby amended by deleting the reference
to the percentage "35%" therein and substituting a reference to the
percentage "25%" therefor.
(r) The definition of "Excluded Obligor" set forth in Exhibit I to
the Agreement is hereby amended and restated in its entirety as follows:
"Excluded Obligor" means any of: (a) USS--POSCO Industries
and its successors, (b) General Motors Corporation and its
subsidiaries, affiliates and successors, (c) Chrysler LLC and
Chrysler Group LLC and its subsidiaries, affiliates and
successors and (d) any other Person, if such Person is approved
in writing as an "Excluded Obligor" by the Funding Agents, such
writing to be in substantially the form of Annex C hereto. Once
a Person becomes an "Excluded Obligor" hereunder, it shall
continue to be classified as such until such time as the
Collateral Agent and each Funding Agent and Purchaser consent to
any de-classification in a writing to be in substantially the
form of Annex G hereto.
(s) The definition of "Intercreditor Agreement" set forth in
Exhibit I to the Agreement is hereby amended and restated in its entirety
as follows:
"Intercreditor Agreement" means that certain Intercreditor
Agreement, dated as of June 12, 2009 (as amended, supplemented
or otherwise modified from time to time), among The Bank of Nova
Scotia, as receivables collateral agent and a funding agent, PNC
Bank, National Association, as a funding agent, JPMorgan Chase
Bank, N.A., as lender agent, the Seller and USS.
(t) Clause (i)(y) of the definition of "Loss Reserve Percentage" set
forth in Exhibit I to the Agreement is hereby amended by deleting the
reference to the number "four" therein and substituting a reference to
the number "five" therefor.
(u) The definition of "Reserve Adjustment Factor" set forth in
Exhibit I to the Agreement is hereby amended by deleting the reference to
the number "2" therein and substituting a reference to the number "2.25"
therefor.
(v) The definition of "USS Credit Agreement" set forth in Exhibit I
to the Agreement is hereby amended and restated in its entirety as
follows:
"USS Credit Agreement" means that certain Amended and
Restated Credit Agreement, dated as of May 11, 2007 and amended
and restated as of June 12, 2009 (as amended, restated,
supplemented or otherwise modified from time to time), among
USS, as borrower, the lenders party thereto, the lc issuing
banks party thereto and JPMorgan Chase Bank, N.A., as
administrative agent and collateral agent.
(w) The definition of "USS Security Agreement" set forth in
Exhibit I to the Agreement is hereby amended and restated in its
entirety as follows:
"USS Security Agreement" means that certain Security
Agreement, dated as of June 12, 2009 (as amended, restated,
supplemented or otherwise modified from time to time), between
USS and JPMorgan Chase Bank, N.A., as collateral agent, executed
in connection with the USS Credit Agreement.
(x) Exhibit I to the Agreement is hereby amended by inserting, in
the appropriate alphabetical order, the following new definitions:
"Exchange Act" means the Securities Exchange Act of 1934,
as amended from time to time.
"FASB" means the Financial Accounting Standards Board (or
any successor thereto).
"Rating Agency" means ▇▇▇▇▇'▇ or Standard & Poor's and
"Rating Agencies" means, collectively, ▇▇▇▇▇'▇ and Standard &
Poor's.
(y) Section 1 of Exhibit III of the Agreement is hereby amended by
inserting,in the appropriate order, the following new clause (r):
(r) Ordinary Course of Business. Each remittance of
Collections by or on behalf of the Seller to the Purchasers
under this Agreement will have been (i) in payment of a
debt incurred by the Seller in the ordinary course of
business or financial affairs of the Seller and (ii) made
in the ordinary course of business or financial affairs of
the Seller.
(z) Clause (g) of Exhibit V to the Agreement is hereby amended and
restated in its entirety as follows:
(g) (i) the (A) Default Ratio shall exceed 3.5%, (B) the
Dilution Ratio shall exceed 6.0%, or (C) the Delinquency Ratio
shall exceed 4.0% or (ii) the average for three consecutive
calendar months (eliminating the effects caused by any Obligor
that became a Designated Obligor during that three-month period)
of: (A) the Default Ratio shall exceed 2.0%, (B) the Dilution
Ratio shall exceed 5.5%, or (C) the Delinquency Ratio shall
exceed 3.5%;
(aa) Annex C to the Agreement is hereby amended and restated in its
entirety as Annex C hereto.
(bb) Annex D to the Agreement is hereby amended and restated in its
entirety as Annex D hereto.
(cc) Annex E to the Agreement is hereby amended and restated in its
entirety as Annex E hereto.
(dd) The Agreement is hereby amended by inserting, in the
appropriate position, a new Annex F attached as Annex F hereto.
(ee) The Agreement is hereby amended by inserting, in the
appropriate position, a new Annex G attached as Annex G hereto.
SECTION 2. Agreement in Full Force and Effect as Amended.
Except as specifically amended hereby, the Agreement shall remain in full
force and effect. All references to the Agreement shall be deemed to mean the
Agreement as modified hereby. This Amendment shall not constitute a novation of
the Agreement, but shall constitute an amendment thereof. The parties hereto
agree to be bound by the terms and conditions of the Agreement, as amended by
this Amendment, as though such terms and conditions were set forth herein.
SECTION 3. Effectiveness of this Amendment. This Amendment shall
become effective as of the date hereof upon receipt by the Collateral Agent of
each of the following, each in form and substance satisfactory to the
Collateral Agent:
(i) counterparts of this Amendment and the Intercreditor Agreement
(as defined in Section 1 above), in each case duly executed by
each of the parties hereto and thereto, as applicable;
(ii) evidence that each Funding Agent is in receipt of counterparts of
such Funding Agent's Fee Letter, in each case duly executed by
each of the parties thereto (including receipt of any "Renewal
Fee" set forth therein); and
(iii)evidence of the payment by the Seller and the Servicer of all
fees (including all due diligence costs and expenses and
attorneys' fees, costs and expenses) due and payable as of the
date of this Amendment to the Collateral Agent, each Funding
Agent and their collective counsel, in each case, reasonably
satisfactory to the Collateral Agent and the applicable Funding
Agent, as the case may be.
SECTION 4. Representations and Warranties of USS and Seller; Further
Assurances. Each of USS and the Seller hereby represents and warrants to the
Collateral Agent, each Funding Agent and each Purchaser as follows:
A. Representations and Warranties. Each of the representations and warranties
made by it under each of the Transaction Documents to which it is a party are
true and correct as of the date hereof (unless stated to relate solely to an
earlier date, in which case such representations and warranties were true and
correct and correct as of such earlier date).
B. Enforceability. The execution and delivery by each of the Seller and the
Servicer of this Amendment, and the performance of each of its obligations under
this Amendment and the Agreement, as amended hereby, are within each of its
corporate powers and have been duly authorized by all necessary corporate action
on each of its parts. This Amendment and the Agreement, as amended hereby, are
each of the Seller's and the Servicer's valid and legally binding obligations,
enforceable in accordance with its terms; and
C. No Default. Both before and immediately after giving effect to this
Amendment and the transactions contemplated hereby, no Termination Event or
Unmatured Termination Event exists or shall exist.
D. Further Assurances. Each of the Seller and the Servicer hereby agree to
provide (or to cause to be provided) to the Collateral Agent and each Funding
Agent, a copy of all documents, agreements, instruments, certificates or other
records or receipts, if any, relating to the subject matter of this Amendment,
as the Collateral Agent or any Funding Agent may reasonably request.
SECTION 5. Miscellaneous.
A. This Amendment may be executed in any number of counterparts, and by the
different parties hereto on the same or separate counterparts, each of which
when so executed and delivered shall be deemed to be an original instrument but
all of which together shall constitute one and the same agreement. Delivery by
facsimile or email of an executed signature page of this Amendment shall be
effective as delivery of an executed counterpart hereof.
B. The descriptive headings of the various sections of this Amendment are
inserted for convenience of reference only and shall not be deemed to affect the
meaning or construction of any of the provisions hereof.
C. This Amendment may not be amended or otherwise modified except as provided
in the Agreement.
D. Any provision in this Amendment that is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.
E. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS
AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK (INCLUDING, WITHOUT LIMITATION, SECTIONS 5-
1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATION LAW).
(signatures begin on the next page)
IN WITNESS WHEREOF, the parties have caused this Amendment to be executed
by their respective officers thereunto duly authorized, as of the date first
above written.
UNITED STATES STEEL CORPORATION,
as initial Servicer
By: /S/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
----------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: VP & Treasurer
U. S. STEEL RECEIVABLES LLC, as Seller
By: /S/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President
LIBERTY STREET FUNDING LLC,
as a CP Conduit Purchaser
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
THE BANK OF NOVA SCOTIA, as a Committed Purchaser
for Liberty Street Funding LLC
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇
Title: Director
THE BANK OF NOVA SCOTIA, as LC Bank for the
Purchaser Group for which The Bank of Nova Scotia
acts as Funding Agent
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇
Title: Director
THE BANK OF NOVA SCOTIA, as Funding Agent for
Liberty Street Funding LLC, as CP Conduit
Purchaser and The Bank of Nova Scotia, as
Committed Purchaser and as LC Bank
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇
----------------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇
Title: Director
MARKET STREET FUNDING LLC, as a CP Conduit
Purchaser
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
PNC BANK, NATIONAL ASSOCIATION, as Committed
Purchaser for Market Street Funding LLC
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Senior Vice President
PNC BANK, NATIONAL ASSOCIATION, as LC Bank for the
Purchaser Group for which PNC Bank, National
Association acts as Funding Agent
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Senior Vice President
PNC BANK, NATIONAL ASSOCIATION, as Funding Agent
for Market Street Funding LLC, as CP Conduit
Purchaser and PNC Bank, National Association, as
Committed Purchaser and LC Bank
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice president
THE BANK OF NOVA SCOTIA,
as Collateral Agent
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇
Title: Director
Annex C
FORM OF REQUEST TO ADD EXCLUDED OBLIGOR
[Insert Date]
The Bank of Nova Scotia PNC Bank, National Association
One Liberty ▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇▇▇▇ Pittsburgh, PA 15222-2707
Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Re: Second Amended and Restated Receivables Purchase Agreement (as amended,
restated, supplemented or otherwise modified, the "RPA") dated as of
September 27, 2006 among U.S. Steel Receivables LLC as Seller (the
"Seller"), United States Steel Corporation as initial Servicer (the
"Servicer"), the persons party thereto as CP Conduit Purchasers, Committed
Purchasers, ▇▇ ▇▇▇▇▇ and Funding Agents and The Bank of Nova Scotia as
Collateral Agent
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Ladies and Gentlemen:
This is a request that [Insert Name of Obligor] (the "P/E Obligor") be an
"Excluded Obligor" [solely with respect to receivables created on and after
[Insert Date]] pursuant to the terms hereof and of the RPA.
Each of the Seller and the Servicer, each for itself only, hereby (A) represents
and warrants that, immediately prior to and immediately after giving effect to
the transactions contemplated by this letter each of the representations,
warranties, covenants and agreements made by it under each of the Transaction
Documents to which it is a party are true and correct as of the date hereof and
no Unmatured Event of Termination or Event of Termination exists or will exist
and (B) agrees to provide (or to cause to be provided) to and each Funding
Agent, a copy of all documents, agreements, instruments, certificates or other
reports, records or receipts and to make any reasonable adjustments to any
reports delivered or to be delivered under the RPA, if any, relating to the
subject matter hereof, as any Funding Agent may reasonably request.
Each of the Seller and the Servicer understands and acknowledges that the
Collateral Agent and each Funding Agent is entering into the transactions
contemplated by this letter on the express understanding with each of the other
parties hereto that, in entering into this letter, it is not establishing any
course of dealing with any such Person. Each of Collateral Agent's, the Funding
Agents' and the Purchasers' rights to require strict performance with each of
the terms and conditions of the RPA and each other Transaction Document shall
not in any way be impaired or affected by the execution hereof, except to the
extent expressly set forth herein. None of the Collateral Agent, any Funding
Agent or any Purchaser shall be obligated in any manner to execute any future
amendments, waivers, letters, agreements, documents or other instruments and if
any such amendment, waiver, letter, agreement, document or other instrument is
requested in the future, assuming the terms and conditions thereof are otherwise
satisfactory to it, each such Person may, in connection with considering whether
or not to agree, consent or acknowledge the terms of any such amendment, waiver,
letter, agreement, document or other instrument, require the Seller and/or the
Servicer to prepare and deliver (or cause to be prepared and delivered) such
other reports, historical data or other information in order to determine, in
its sole discretion, whether or not to agree, consent or acknowledge the term
and conditions thereof.
We ask that each of the Collateral Agent and each Funding Agent grant this
request by executing this letter in the space provided and returning a copy to
the Servicer and the parties hereto. The parties each agree that from and after
the date hereof the P/E Obligor shall be and remain an Excluded Obligor [solely
with respect to receivables created on and after [Insert Date]] and the RPA is
hereby modified to reflect such limitation.
Capitalized terms used in this letter that are not otherwise defined have the
meanings ascribed to them in the RPA.
Sincerely,
U. S. STEEL RECEIVABLES LLC UNITED STATES STEEL CORPORATION,
as Servicer
By: By:
------------------------- ---------------------------
▇. ▇. ▇▇▇▇▇▇▇ ▇. ▇. ▇▇▇▇▇▇▇▇
Treasurer Vice President & Treasurer
By their execution hereof, the Collateral Agent and each Funding Agent agrees
the aforementioned Obligor is an "Excluded Obligor" pursuant to the terms hereof
and of the RPA.
Collateral Agent:
THE BANK OF NOVA SCOTIA, as
Collateral Agent
By:
----------------------------
Name:
--------------------------
Title:
-------------------------
Funding Agents:
THE BANK OF NOVA SCOTIA, as PNC BANK NATIONAL ASSOCIATION, as
Funding Agent Funding Agent
By: By:
---------------------------- ------------------------------
Name: Name:
-------------------------- ----------------------------
Title: Title:
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Annex D
FORM OF REQUEST TO ADD CLASSIFIED OBLIGOR
[Date]
The Bank of Nova Scotia PNC Bank, National Association
One Liberty Plaza ▇▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇▇▇▇ Pittsburgh, PA 15222-2707
Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Re: Second Amended and Restated Receivables Purchase Agreement (as amended,
restated, supplemented or otherwise modified from time to time, the "RPA") dated
as of September 27, 2006 among U.S. Steel Receivables LLC as Seller (the
"Seller"), United States Steel Corporation (formerly United States Steel, LLC),
as initial Servicer (the "Servicer"), the persons party thereto as CP Conduit
Purchasers, Committed Purchasers , ▇▇ ▇▇▇▇▇ and Funding Agents and The Bank of
Nova Scotia as Collateral Agent (the "Collateral Agent")
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Ladies and Gentlemen:
This is a request from the Seller and the Servicer to the Collateral Agent and
each Funding Agent to cause [insert name of proposed Classified Obligor] to be
approved as a "Classified Obligor" pursuant to the terms hereof and of the RPA.
Each of the Seller and the Servicer, each for itself only, hereby (A) represents
and warrants that, immediately prior to and immediately after giving effect to
the transactions contemplated by this letter each of the representations,
warranties, covenants and agreements made by it under each of the Transaction
Documents to which it is a party are true and correct as of the date hereof and
no Unmatured Event of Termination or Event of Termination exists or will exist
and (B) agrees to provide (or to cause to be provided) to the Collateral Agent
and each Funding Agent executed copies of all documents, agreements,
instruments, certificates or other reports, records or receipts and to make any
reasonable adjustments to any reports delivered or to be delivered under the
RPA, if any, relating to the subject matter hereof and as the Collateral Agent
or any Funding Agent may from time to time reasonably request.
Each of the Seller and the Servicer understands and acknowledges that if this
request is granted: (a) each of the Collateral Agent and the Funding Agents will
grant the request contemplated by this notice on the express understanding with
each of the other parties hereto that, in doing so it is not establishing any
course of dealing; (b) each of the Collateral Agent's, the Funding Agents' and
the Purchasers' rights to require strict performance with each of the terms and
conditions of the RPA and each other Transaction Document shall not in any way
be impaired or affected by the granting of this request and (c) none of the
Collateral Agent, Funding Agents or Purchasers shall be obligated in any manner
to execute any future amendments, waivers, letters, agreements, documents or
other instruments and if any such amendment, waiver, letter, agreement, document
or other instrument is requested in the future, assuming the terms and
conditions thereof are otherwise satisfactory to it, each such Person may, in
connection with considering whether or not to agree or consent to or acknowledge
the terms of any such amendment, waiver, letter, agreement, document or other
instrument, require the Seller and/or the Servicer to prepare and deliver (or
cause to be prepared and delivered) such other reports, historical data or other
information in order to determine, in its sole discretion, whether or not to
agree or consent to or acknowledge the term and conditions thereof.
If this request is granted, the Servicer shall notify each of the Collateral
Agent, the Funding Agents and the Purchasers in writing prior to designating any
Classified Obligor as a "Designated Obligor" using a notice in the form attached
to the RPA as Annex F (the "Designated Obligor Notice"). From and after the
date of any Designated Obligor Notice, neither the Seller nor the Servicer shall
without the prior written consent of each of the Collateral Agent and the
Funding Agents include any Receivables owed by any Designated Obligor in any of
the calculations of the Default Ratio, Delinquency Ratio or Dilution Ratio under
the RPA.
Capitalized terms used in this letter that are not otherwise defined have the
meanings ascribed to them in the RPA.
Sincerely,
U.S. STEEL RECEIVABLES LLC UNITED STATES STEEL
CORPORATION, as Servicer
By: By:
----------------------------- ----------------------------
(Name & Title) (Name & Title)
Annex E
FORM OF ACCEPTANCE OF ADDITIONAL CLASSIFIED OBLIGOR
[Date]
United States Steel Corporation U.S. Steel Receivables LLC
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Re: Second Amended and Restated Receivables Purchase Agreement (as amended,
supplemented or otherwise modified from time to time, the "RPA") dated as of
September 27, 2006 among U.S. Steel Receivables LLC as Seller (the "Seller"),
United States Steel Corporation (formerly United States Steel, LLC), as initial
Servicer (the "Servicer"), the persons party thereto as CP Conduit Purchasers,
Committed Purchasers, Funding Agents and ▇▇ ▇▇▇▇▇ and The Bank of Nova Scotia as
Collateral Agent (the "Collateral Agent")
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Ladies and Gentlemen:
Your request dated [insert date of request] (the "Request) to cause [insert name
of proposed Classified Obligor] to be approved as a "Classified Obligor"
pursuant to the terms hereof, the Request and the RPA is granted.
Each of the Collateral Agent and the Funding Agents grants this request on the
express understanding that in doing so it is not establishing any course of
dealing with the Seller or the Servicer. Each of the Collateral Agent's, the
Funding Agents' and the Purchasers' rights to require strict performance with
each of the terms and conditions of the RPA and each other Transaction Document
shall not in any way be impaired or affected by the execution hereof except to
the extent expressly set forth herein. None of the Collateral Agent, Funding
Agents or Purchasers shall be obligated in any manner to execute any future
amendments, waivers, letters, agreements, documents or other instruments.
This request is granted with the understanding that the Servicer shall notify
each of the Collateral Agent, the Funding Agents and the Purchasers in writing
prior to designating any Classified Obligor as a "Designated Obligor" using a
notice in the form attached to the RPA as Annex F (the "Designated Obligor
Notice"). From and after the date of any Designated Obligor Notice, neither the
Seller nor the Servicer shall without the prior written consent of each of the
Collateral Agent and the Funding Agents include any Receivables owed by any
Designated Obligor in any of the calculations of the Default Ratio, Delinquency
Ratio or Dilution Ratio under the RPA.
Capitalized terms used in this letter that are not otherwise defined have the
meanings ascribed to them in the RPA.
By their execution hereof, each of the Collateral Agent and each Funding Agent
agrees the aforementioned Obligor is approved as a "Classified Obligor" pursuant
to the terms of hereof, the Request and the RPA.
Collateral Agent and Funding Agents:
THE BANK OF NOVA SCOTIA, as a
Funding Agent and as Collateral
Agent
By:
----------------------------------
Name:
--------------------------------
Title:
-------------------------------
PNC BANK, NATIONAL ASSOCIATION,
as a Funding Agent
By:
----------------------------------
Name:
--------------------------------
Title:
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ANNEX F
FORM OF NOTICE OF DESIGNATED OBLIGOR DESIGNATION
[Insert Date]
The Bank of Nova Scotia PNC Bank, National Association
One Liberty ▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Liberty Street Funding LLC Market Street Funding LLC
c/o Global Securitization Services, LLC c/o AMACAR Group, LLC
▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Attention: ▇▇▇▇ ▇▇▇▇▇▇▇
Re: Second Amended and Restated Receivables Purchase Agreement (as amended,
restated, supplemented or otherwise modified from time to time, the "RPA")
dated as of September 27, 2006 among U. S. Steel Receivables LLC as Seller
(the "Seller"), United States Steel Corporation (formerly United States
Steel, LLC), as initial Servicer (the "Servicer"), the persons party
thereto as CP Conduit Purchasers, Committed Purchasers, ▇▇ ▇▇▇▇▇ and
Funding Agents and The Bank of Nova Scotia as Collateral Agent (the
"Collateral Agent")
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Ladies and Gentlemen:
The Seller hereby designates [Insert Name of Designated Obligor], now a
Classified Obligor, a "Designated Obligor" pursuant to the terms of the request
dated [Insert Date of Request], the acceptance dated [Insert Date of Acceptance]
and the RPA.
Accordingly, effective as of the date hereof, the following Classified Obligors
now constitute Designated Obligors under the RPA:
1
[Insert Names of Designated Obligors]
Capitalized terms used in this letter that are not otherwise defined have the
meanings ascribed to them in the RPA.
Sincerely,
By:
-------------------------------------------
▇. ▇. ▇▇▇▇▇▇▇
Treasurer
ANNEX G
FORM OF REQUEST TO REINSTATE AN EXCLUDED OBLIGOR
[Date]
The Bank of Nova Scotia PNC Bank, National Association
One Liberty Plaza ▇▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇▇▇▇ Pittsburgh, PA 15222-2707
Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Re: Second Amended and Restated Receivables Purchase Agreement (as amended,
restated, supplemented or otherwise modified from time to time, the "RPA")
dated as of September 27, 2006 among U. S. Steel Receivables LLC as Seller
(the "Seller"), United States Steel Corporation as initial Servicer (the
"Servicer"), the persons party thereto as CP Conduit Purchasers, Committed
Purchasers, Funding Agents and ▇▇ ▇▇▇▇▇ and The Bank of Nova Scotia as
Collateral Agent
Ladies and Gentlemen:
This is a request that [Insert Name of Excluded Obligor] (the "Reinstated
Obligor"), solely with respect to receivables created on and after [Insert
Date], no longer be classified as an "Excluded Obligor" [and instead be
2
classified as a "Classified Obligor"] pursuant to the terms hereof and of the
RPA.
Each of the Seller and the Servicer, each for itself only, hereby (A) represents
and warrants that, immediately prior to and immediately after giving effect to
the transactions contemplated by this letter each of the representations,
warranties, covenants and agreements made by it under each of the Transaction
Documents to which it is a party are true and correct as of the date hereof and
no Unmatured Event of Termination or Event of Termination exists or will exist
and (B) agrees to provide (or to cause to be provided) to the Collateral Agent
and each Funding Agent and Purchaser, executed copies of all documents,
agreements, instruments, certificates, UCC financing statements or terminations
or other reports, records, or receipts and to make any reasonable adjustments to
any reports delivered or to be delivered under the RPA, if any, relating to the
subject matter hereof and as the Collateral Agent, any Funding Agent or any
Purchaser may from time to time reasonably request.
Each of the Seller and the Servicer understands and acknowledges that each of
the Collateral Agent and each Funding Agent is entering into the transactions
contemplated by this letter on the express understanding with each of the other
parties hereto that, in entering into this letter, it is not establishing any
course of dealing with any such Person. Each of the Collateral Agent's, the
Funding Agents' and the Purchasers' rights to require strict performance with
each of the terms and conditions of the RPA and each other Transaction Document
shall not in any way be impaired or affected by the execution hereof, except to
the extent expressly set forth herein. None of the Collateral Agent, any
Funding Agent or any Purchaser shall be obligated in any manner to execute any
future amendments, waivers, letters, agreements, documents or other instruments
and if any such amendment, waiver, letter, agreement, document or other
instrument is requested in the future, assuming the terms and conditions thereof
are otherwise satisfactory to it, each such Person may, in connection with
considering whether or not to agree or consent to or acknowledge the terms of
any such amendment, waiver, letter, agreement, document or other instrument,
require the Seller and/or the Servicer to prepare and deliver (or cause to be
prepared and delivered) such other agreements, reports, historical data or other
information or documents in order to determine, in its sole discretion, whether
or not to agree or consent to or acknowledge the terms and conditions thereof.
We ask that the Collateral Agent and each Funding Agent grant this request by
executing this letter in the space provided and returning a copy to the Servicer
and each of the other parties hereto. The parties each agree that from and
after the date hereof the Reinstated Obligor shall no longer be classified as an
Excluded Obligor [and instead shall be classified as a Classified Obligor, in
3
each case] solely with respect to receivables created on and after [Insert
Date] and the RPA is hereby modified to reflect such modification.
[The Servicer shall notify each of the Collateral Agent, the Funding Agents and
the Purchasers in writing prior to designating the Reinstated Obligor (in its
capacity as a Classified Obligor) as a Designated Obligor using a notice in the
form attached to the RPA as Annex F (the "Designated Obligor Notice"). From and
after the date of any Designated Obligor Notice, neither the Seller nor the
Servicer shall without the prior written consent of each of the Collateral Agent
and the Funding Agents include any Receivables owed by the Reinstated Obligor in
any of the calculations of the Default Ratio, Delinquency Ratio or Dilution
4
Ratio under the RPA.]
Capitalized terms used in this letter that are not otherwise defined have the
meanings ascribed to them in the RPA.
Sincerely,
U. S. STEEL RECEIVABLES LLC UNITED STATES STEEL
CORPORATION, as Servicer
By: By:
------------------------- -----------------------------
▇. ▇. ▇▇▇▇▇▇▇ ▇. ▇. ▇▇▇▇▇▇▇▇
Treasurer Vice President & Treasurer
By their execution hereof, each of the Collateral Agent and each Funding Agent
agrees the aforementioned Reinstated Obligor is no longer an "Excluded Obligor"
5
[and instead is a "Classified Obligor"] pursuant to the terms hereof and of the
RPA and solely with respect to receivables created on and after [Insert Date].
Collateral Agent:
THE BANK OF NOVA SCOTIA, as
Collateral Agent
By:
-----------------------------
Name:
---------------------------
Title:
--------------------------
Funding Agents:
THE BANK OF NOVA SCOTIA, as a PNC BANK NATIONAL ASSOCIATION,
Funding Agent as a Funding Agent
By: By:
------------------------------ ------------------------------
Name: Name:
---------------------------- ----------------------------
Title: Title:
--------------------------- ---------------------------
LIBERTY STREET FUNDING LLC, as MARKET STREET FUNDING LLC, as a
a CP Conduit Purchaser CP Conduit Purchaser
By: By:
------------------------------ ------------------------------
Name: Name:
---------------------------- ----------------------------
Title: Title:
--------------------------- ---------------------------
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1 List new Designated Obligor together with existing Designated Obligors
2 Delete bracketed text if Collateral Agent and Funding Agents are not
consenting to Classified Obligor designation.
3 Delete bracketed text if Collateral Agent and Funding Agents are not
consenting to Classified Obligor designation.
4 Delete bracketed text if Collateral Agent and Funding Agents are not
consenting to Classified Obligor designation.
5 Delete bracketed text if Collateral Agent and Funding Agents are not
consenting to Classified Obligor designation.
