Exhibit 10.3
Form Of
Financial Matters Agreement
This Financial Matters Agreement is entered into as of this [ ] day of [
], 2001 by and between USX Corporation, a Delaware corporation ("Parent") and
United States Steel LLC, a Delaware limited liability company ("Steel").
WITNESSETH
WHEREAS, Steel is a wholly owned subsidiary of Parent; and
WHEREAS, Parent, Steel and another corporation named USX Corporation ("Old
USX") were parties to a Holding Company Reorganization Agreement dated as of
July 1, 2001 (the "Reorganization Agreement"); and
WHEREAS, the Reorganization Agreement was entered into to better align the
assets and liabilities of Old USX with its two classes of common stock, namely
USX--Marathon Group Common Stock and USX--U.S. Steel Group Common Stock; and
WHEREAS, in connection with the Reorganization Agreement, Parent assumed
certain obligations of Old USX and Steel became liable for all other obligations
of Old USX as was required by the terms of such obligations; and
WHEREAS, to induce General Electric Credit Corporation of Delaware ("GECC")
and Southern Energy Clairton, L.L.C ("SECL") to enter into Amendment Number 1 to
the Amended and Restated Limited Partnership Agreement entered into and
effective as of June 1, 1997 by and among Steel, GECC and SECL, Parent delivered
to GECC and SECL, a guarantee dated July 2, 2001 of Steel's obligations under
the aforesaid Partnership Agreement and certain related instruments and
agreements (the "1314B Guarantee"); and
WHEREAS, to induce certain counterparties not to declare a "credit event
upon merger" under certain ISDA swap agreements, Parent executed and delivered
to various counterparties guarantees of the obligations of Steel under the
aforesaid ISDA swap agreements (the "Swap Guarantees"); and
WHEREAS, Parent and Steel are also parties to an Agreement and Plan of
Reorganization dated as of July 31, 2001 (the "Separation Agreement"), pursuant
to which, and subject to the terms and conditions set forth therein, all of the
shares of USX--U.S. Steel Group common stock will be converted into shares of
common stock of United States Steel Corporation; and
WHEREAS, Parent and Steel have identified certain obligations of Parent
that are closely related to the business of Steel; and
WHEREAS, In light of these relationships and in furtherment of the purpose
of the Reorganization Agreement and the Separation Agreement Parent and Steel
have
agreed that Parent will assign these obligations to Steel and that Steel will
assume and discharge these obligations; and
WHEREAS, Parent and Steel wish to establish how certain other debt
obligations and financial matters shall be arranged.
NOW, THEREFORE, in consideration of the premises, the mutual covenants
contained herein and intending to be legally bound hereby, the parties hereto
agree as follows:
Article I
Industrial Revenue Bonds
1.1 Assumption of Industrial Revenue Bond Obligations. Parent is the
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obligor on $479,490,000 of obligations pursuant to agreements with respect to an
equal principal amount of tax exempt environmental revenue bonds issued by
various governmental issuers all of which are more particularly described on
Schedule 1.1 attached hereto (collectively, the "Industrial Revenue Bonds").
(a) For a term beginning on the date hereof and ending on the earlier of
the tenth anniversary of the Separation Effective Time (as defined in
the Separation Agreement) or December 31, 2040, Parent hereby assigns
to Steel and Steel assumes all of Parent's rights and obligations with
respect to the Industrial Revenue Bonds including, without limitation,
the obligation to pay debt service on the Industrial Revenue Bonds.
The term "debt service" is meant to include all sums due with respect
to the Industrial Revenue Bonds including, without limitation,
payments of principal, interest and premium, letter of credit fees and
expenses (incurred by either Parent or Steel or both), trustee fees
and expenses, issuer fees and expenses and remarketing fees and
expenses.
(b) During the term of this Agreement, Steel shall provide all notices and
take such other actions as may be necessary or appropriate in
connection with ongoing obligations related to the Industrial Revenue
Bonds.
Steel's obligations with respect to the Industrial Revenue Bonds shall
include payment of amounts due upon any defaults or acceleration of any of the
obligations with respect to the Industrial Revenue Bonds other than defaults
caused by Parent.
1.2 Rights of Steel. During the term of this Agreement, Steel shall have
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the right to exercise all of the existing contractual rights of Parent
concerning the Industrial Revenue Bonds including all rights to the selection of
interest rates, making prepayments or granting or releasing security interests
and Parent shall use commercially reasonable efforts to assist Steel in its
exercise of such rights. Notwithstanding the foregoing, Steel shall have no
right to increase the principal amount or to change the maturity of any of the
Industrial Revenue Bonds without the prior written consent of Parent except as
set forth in Section 1.4(b).
1.3 Variable Rate Industrial Revenue Bonds. The Industrial Revenue Bonds
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that are designated on Schedule 1.1 as variable rate environmental revenue bonds
are referred to as the "Variable Rate Bonds." During the term of this Agreement
Steel may
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from time to time direct conversion of the Variable Rate Bonds to different
interest rate periods, and Parent shall undertake all reasonable efforts to
effectuate each such conversion. Parent will not, without the prior written
consent of Steel, convert any of the Variable Rate Bonds to a different interest
rate. Notwithstanding anything in this Agreement to the contrary, Steel's
ability to direct conversion of the Variable Rate Bonds to a different interest
rate period and maintain a given interest rate period shall be subject to
Parent's ability to maintain appropriate letters of credit respecting the
Variable Rate Bonds. Parent shall undertake commercially reasonable efforts to
obtain and maintain letters of credit and/or such other liquidity facilities
(each, a "Liquidity Facility") as may be permitted by the applicable Bond
Documents (hereinafter defined). If Parent's ability to obtain and maintain
Liquidity Facilities is reduced so that Parent's business is adversely affected
in a material way, Parent may, following timely written notice to Steel, decline
to renew one or more Liquidity Facilities with respect to one or more issues of
Variable Rate Bonds. Concurrently with said notice Parent shall supply an
opinion of an independent third party regarding the availability of Liquidity
Facilities to Parent. Steel may at any time provide substitute Liquidity
Facilities applicable to one or more issues of the Variable Rate Bonds.
1.4 Refinancing
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(a) If Steel notifies Parent in writing that Steel elects to redeem
all or part of any of the Industrial Revenue Bonds and supplies adequate
funds therefor, Parent shall reasonably assist Steel to effectuate such
redemption(s) and Steel's obligations under this Agreement shall be reduced
accordingly. Parent shall not, without the prior written consent of Steel,
direct the redemption of any Industrial Revenue Bonds prior to maturity.
(b) If Steel elects to refinance all or part of any of the Industrial
Revenue Bonds through a tax-exempt refunding or otherwise, Parent shall
take all such reasonable action as may be necessary or appropriate to
reasonably assist Steel in completing the transactions contemplated by each
such refinancing, so long as after the completion of such transactions,
Parent does not have any obligations with respect to any new debt issued as
a result.
1.5 Release by Parent at end of Term. On the earlier of the tenth
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anniversary of the Separation Effective Time (as defined in the Separation
Agreement) or December 31, 2040 Steel shall pay to Parent an amount equal to the
principal amount and all accrued and unpaid debt service then outstanding on
each Industrial Revenue Bond. Upon such payment, (a) Steel shall assign to
Parent and Parent shall assume all remaining obligations regarding the
Industrial Revenue Bonds including without limitation, the obligation to pay
debt service on the Industrial Revenue Bonds, and (b) Parent shall release Steel
from all liability and obligations arising under or relating to the Industrial
Revenue Bonds.
Article II
Leases
2.1 Assumption of Capital and Other Leases. Parent hereby assigns to
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Steel and Steel assumes all rights and obligations of Parent relating to the
leases listed in Schedule 2.1 attached hereto (the "Assumed Leases") including
without limitation, the obligation to pay all sums due under the Assumed Leases.
Steel's obligations with
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respect to the Assumed Leases shall include payment of amounts due upon any
defaults or acceleration of any of the obligations with respect to the Assumed
Leases other than defaults caused by Parent.
2.2 Contingent Nature of Certain Leases. Certain of the Assumed Leases,
-----------------------------------
as designated in Schedule 2.1, were previously assigned to and assumed by third
parties in agreements between such third parties and Old USX (the "Previously
Assigned Leases"). Steel assumes and shall discharge all obligations of Old USX
relating to the Previously Assigned Leases.
2.3 Rights of Steel. Steel shall have the right to exercise all of the
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existing contractual rights of Parent concerning the Assumed Leases including
all rights relating to purchase options, prepayments or granting or releasing
security interests, and Parent shall use commercially reasonable efforts to
assist Steel in its exercise of such rights. Notwithstanding the foregoing
Steel shall have no right to increase the amounts due under or lengthen the term
of any of the Assumed Leases without the prior consent of Parent other than
extensions set forth in the terms of any of the Assumed Leases.
2.4 Rights of Parent. Steel shall notify Parent of its decision whether
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to exercise any purchase option under the Assumed Leases and if Steel elects not
to so exercise Parent shall have the right but not the obligation to do so.
Parent agrees to use commercially reasonable efforts to comply with all
provisions of the Assumed Leases and shall not take any action that would result
in a default thereunder.
2.5 Assignment of Leases. Steel shall have the right to assign any of its
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rights and obligations under the Assumed Leases to any party provided that such
assignment shall not release Steel from any of its obligations to Parent
relative to such Assumed Leases.
Article III
Obligations of Each Party
3.1 Obligations of Parent. In connection with the Reorganization
----------------------
Agreement Parent assumed certain obligations of Old USX as listed in Schedule
3.1 hereof (the "Parent Obligations"). Parent acknowledges that it is solely
responsible for all obligations including debt service under the Parent
Obligations.
3.2 Contingent Obligations of Steel. Steel remains contingently liable
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for certain of the Parent Obligations as set forth on Schedule 3.1. Parent
agrees that it will use commercially reasonable efforts to cause Steel to be
released from such contingent liability and shall not increase the amounts due
under such obligations (other than amounts due under revolving credit facilities
that do not exceed the amounts outstanding plus the existing commitments) or
extend the terms thereof without the prior written consent of Steel other than
extensions set forth in the terms of any of the Parent Obligations.
3.3 Contingent Obligations of Parent. Parent remains contingently liable
--------------------------------
under the 1314B Guarantee and the ISDA Guarantees. Steel agrees that it will
use commercially reasonable efforts to cause Parent to be released from the
1314B Guarantee and each ISDA Guarantee and shall not increase the amounts of
the obligations guaranteed under the ISDA Guarantees without the prior written
consent of
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Parent. Steel further agrees to use commercially reasonable efforts to avoid
causing the amount for which Parent may be liable under the 1314B Guarantee to
be increased without the Parent's prior written consent (such consent not to be
unreasonably withheld).
Article IV
Mutual Obligations
4.1 Maintenance of Current Conditions.
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(a) Each of Steel and Parent agrees to employ all commercially
reasonable efforts to take all necessary action or refrain from acting so
as to assure compliance, and to cooperate with the other party in its
endeavors to comply, with all obligations under the various documents that
were executed and delivered in connection with the Assumed Leases and the
Parent Obligations including, without limitation, covenants respecting the
financed facilities, in each case, necessary to avoid the occurrence of a
default, acceleration, casualty loss or other termination under any of the
Assumed Leases and the Parent Obligations.
(b) Each of Steel and Parent agrees to employ all commercially
reasonable efforts to take all necessary action or refrain from acting so
as to assure compliance, and to cooperate with the other party in its
endeavors to comply, with Parent's obligations under the various documents
that were executed and delivered in connection with the issuance of the
Industrial Revenue Bonds (collectively, the "Bond Documents") including,
without limitation, covenants respecting the financed facilities, in each
case, necessary to avoid the occurrence of an Event of Default under the
Bond Documents or cause the interest on the Industrial Revenue Bonds to be
included in the gross income of the holders thereof except holders who are
"substantial users" or "related persons" as defined in Section 147(a) of
the Internal Revenue Code of 1986, as amended or its predecessor.
4.2 Relationship of Parties.
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(a) This Agreement is a general unsecured obligation of each of
Parent and Steel (i.e., it ranks equal to accounts payable and other
general unsecured obligations of each party). This Agreement does not
contain any financial covenants and Parent and Steel remain free to incur
additional debt, grant mortgages or security interests in its property and
sell or transfer assets without the consent of the other. Parent
acknowledges that Steel has granted or anticipates granting security
interests in its accounts receivable and inventory.
(b) This Agreement is a contract between the parties. It does not
grant any rights to the holders of the Industrial Revenue Bonds or the
other parties to the Assumed Leases or the Parent Obligations or the
beneficiaries of the 1314B Guarantee and the Swap Guarantees. Among other
things the parties may agree to amend or modify this Agreement as they
mutually agree and nothing herein creates or is intended to create any
obligation to redeem or repurchase any of these instruments.
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4.3 Events of Default.
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(a) The following shall be "Events of Default" under this Agreement:
(i) (A) Steel shall fail to make any payment under any Bond Document
or Assumed Lease when due and such failure causes a default
under the applicable Bond Document or Assumed Lease;
(B) Parent shall fail to make any payment under any Parent
Obligation when due and such failure causes a default under the
applicable Parent Obligation;
(ii) Either party shall fail to comply with any other covenant
contained in this Agreement (including, without limitation, covenants to
comply with covenants under the Bond Documents, the Assumed Leases and the
Parent Obligations) and such failure shall continue for more than thirty
(30) days after such party becomes aware of it, provided that under the
Bond Documents, Assumed Leases and Parent Obligations such period shall be
extended to the extent (but only to the extent) it does not precipitate an
event of default under the applicable Bond Documents, Assumed Leases or
Parent Obligations;
(iii) Either party shall make a general assignment for the benefit of
creditors, or files or has filed a petition in bankruptcy, or a petition or
answer seeking a readjustment of its indebtedness under the United States
Bankruptcy Code or any similar law or code, or consents to the appointment
of a receiver or trustee of it or for a substantial part of its properties;
or
(iv) Either party shall be adjudged bankrupt or insolvent, or a
petition or proceedings for bankruptcy shall be filed against it, and such
party shall admit the material allegations thereof, or an order, judgment,
or decree shall be made approving such a petition, and such order, judgment
or decree shall not be vacated or stayed within sixty (60) days of its
entry, or a custodian, receiver or trustee shall be appointed for either
party or a substantial part of its properties and remain in possession
thereof for sixty (60) days.
(b) Upon the occurrence of an Event of Default pursuant to
subparagraphs (iii) or (iv) of Section 4.3(a), all sums then or thereafter
due hereunder (including, without limitation, the amounts that may become
due under Section 1.4 hereof) shall become immediately due and payable.
Upon the occurrence of any one or more of the other Events of Default, all
sums then or hereafter due hereunder shall, at the non-defaulting party's
option, immediately become due and payable. Overdue amounts shall bear
interest at a rate of interest equal to that announced from time to time by
X. X. Xxxxxx Xxxxx & Co. (or its successor) as its "prime rate" plus two
percent per annum.
4.4 Indemnification.
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(a) Steel agrees to indemnify and hold harmless Parent as well as
all shareholders, directors, officers, employees, subsidiaries and agents
of Parent (collectively, "Indemnified Persons") against any and all direct
or indirect liability (whether absolute, accrued or unaccrued, contingent,
liquidated or unliquidated,
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matured or unmatured or known or unknown), indebtedness, obligation,
expense, claim, deficiency, guarantee or endorsement of or by any such
Indemnified Person (including, without limitation, those arising under any
law, regulation, ordinance, or award of any court, tribunal or arbitrator
of any kind) together with all reasonable attorney's fees and other costs
and expenses ("Liability") arising from, relating to or incurred in
connection with the Industrial Revenue Bonds, the Assumed Leases, the 1314B
Guarantee or the Swap Guarantees.
(b) Parent agrees to indemnify and hold harmless Steel as well as all
Indemnified Persons of Steel against any and all Liability arising from,
relating to or incurred in connection with the Parent Obligations.
Article V
General Provisions
5.1 Governing Law. This Agreement shall be governed by, and construed in
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accordance with, the laws of Delaware, without reference to choice of law
principles, including matters of construction, validity and performance.
5.2 Notices. All notices shall be sent in accordance with the
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Reorganization Agreement.
5.3 Third Party Beneficiaries. Nothing in this Agreement shall confer any
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rights upon any Person or entity other than the parties hereto and their
respective heirs, successors and permitted assigns. Without limiting the
foregoing the inclusion of any matter within the defined terms Industrial
Revenue Bonds, Assumed Leases or Parent Obligations is merely for purposes of
allocating responsibility for such matter as between the parties hereto and such
inclusion does not and is not intended to acknowledge legal enforceability or
waive any defenses.
5.4. Entire Agreement. This Agreement, contains the entire understanding
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of the parties hereto and thereto with respect to the subject matter contained
herein and therein, and supersedes and cancels all prior agreements,
negotiations, correspondence, undertakings and communications of the parties,
oral or written, respecting such subject matter.
5.5. Headings. The article, section and paragraph headings contained in
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this Agreement are for reference purposes only and shall not affect in any way
the meaning or interpretation of this Agreement.
5.6. Counterparts. This Agreement may be executed in one or more
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counterparts and each counterpart shall be deemed to be an original, but all of
which shall constitute one and the same original.
5.7. Parties in Interest; Assignment; Successors. Except as set forth
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herein, neither this Agreement nor any of the rights, interests or obligations
hereunder shall be assigned by any of the parties hereto without the prior
written consent of the other parties. Subject to the preceding sentence, this
Agreement shall inure to the benefit of and be binding upon Steel and Parent and
their respective successors and permitted assigns.
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5.8. Severability; Enforcement. The invalidity of any portion hereof shall
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not affect the validity, force or effect of the remaining portions hereof. If
it is ever held that any restriction hereunder is too broad to permit
enforcement of such restriction to its fullest extent, each party agrees that a
court of competent jurisdiction may enforce such restriction to the maximum
extent permitted by law, and each party hereby consents and agrees that such
scope may be judicially modified accordingly in any proceeding brought to
enforce such restriction. Each party hereby consents to the exclusive
jurisdiction of the Court of Chancery of the State of Delaware or the United
States District Court for the District of Delaware to resolve any disputes under
this agreement and all parties waive any and all defenses that they may have to
challenge the jurisdiction or venue of such courts.
In witness whereof this Agreement is entered into as of the day first
written above.
USX CORPORATION
By:_____________________________________
Vice President
UNITED STATES STEEL LLC
By:_____________________________________
Vice President
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Schedule 1.1
Industrial Revenue Bond Obligations
1. Loan Agreement dated as of June 1, 1994 with The Industrial Development
Board of the City of Fairfield (Alabama) in relation to $12,695,000
aggregate principal amount of The Industrial Development Board of the City
of Fairfield (Alabama), Environmental Improvement Revenue Bonds (USX
Corporation Project) Refunding Series A 1994.
2. Loan Agreement dated as of June 1, 1994 with Allegheny County Industrial
Development Authority in relation to $42,370,000 aggregate principal amount
of the Allegheny County Industrial Development Authority, Environmental
Improvement Revenue Bonds (USX Corporation Project) Refunding Series A
1994.
3. Loan Agreement dated as of November 1, 1995 with Utah County, Utah in
relation to $32,375,000 aggregate principal amount of Utah County, Utah,
Environmental Improvement Revenue Bonds (USX Corporation Project) Refunding
Series of 1995. /V/
4. Loan Agreement dated as of November 1, 1995 with Ohio Air Quality
Development Authority in relation to $10,160,000 aggregate principal amount
of Ohio Air Quality Development Authority, Environmental Improvement
Revenue Bonds (USX Corporation Project) Refunding Series of 1995. /V/
5. Amended and Restated Agreement of Sale dated as of November 1, 1995 with
The Industrial Development Board of the City of Fairfield (Alabama) in
relation to $6,175,000 aggregate principal amount of The Industrial
Development Board of the City of Fairfield (Alabama), Environmental
Improvement Revenue Bonds (USX Corporation Project) Refunding Series of
1995. /V/
6. Loan Agreement dated as of November 1, 1995 with Bucks County
(Pennsylvania) Industrial Development Authority in relation to $8,690,000
aggregate principal amount of Bucks County (Pennsylvania) Industrial
Development Authority Environmental Improvement Revenue Bonds (USX
Corporation Project) Refunding Series of 1995. /V/
7. Loan Agreement dated as of October 1, 1996 with Allegheny County Industrial
Development Authority in relation to $36,515,000 aggregate principal amount
of Allegheny County Industrial Development Authority Environmental
Improvement Revenue Bonds (USX Corporation Project) Refunding Series of
1996.
___________________________________
/V/ Variable Rate Bonds
Schedule 1.1
Page 1
8. Loan Agreement dated as of December 1, 1998 with Allegheny County
Industrial Development Authority in relation to $28,800,000 aggregate
principal amount of Allegheny County Industrial Development Authority
Environmental Improvement Bonds (USX Corporation Project) Refunding Series
of 1998. /V/
9. Loan Agreement dated as of December 1, 1998 with Allegheny County
Industrial Development Authority in relation to $59,600,000 aggregate
principal amount of Allegheny County Industrial Development Authority,
Environmental Improvement Revenue Bonds (USX Corporation Project) Second
Refunding Series of 1998.
10. Loan Agreement dated as of December 1, 1998 with Indiana Development
Finance Authority in relation to $55,000.000 aggregate principal amount of
Indiana Development Finance Authority Environmental Improvement Revenue
Bonds (USX Corporation Project) Refunding Series of 1998. /V/
11. Loan Agreement dated as of December 1, 1998 with Indiana Development
Finance Authority in relation to $47,000,000 aggregate principal amount of
Indiana Development Finance Authority Environmental Improvement Revenue
Bonds (USX Corporation Project) Refunding Series of 1998.
12. Loan Agreement dated as of March 1, 1998 with Allegheny County Industrial
Development Authority in relation to $33,030,000 aggregate principal amount
of Allegheny County Industrial Development Authority Environmental
Improvement Revenue Bonds (USX Corporation Project) Refunding Series of
1998.
13. Loan Agreement dated as of March 1, 1998 with Bucks County Industrial
Development Authority in relation to $11,125,000 aggregate principal amount
of Bucks County Industrial Development Authority Environmental Improvement
Revenue Bonds (USX Corporation Project) Refunding Series of 1998.
14. Bond Amortization Agreement dated as of March 1, 1998 with Gulf Coast Waste
Disposal Authority in relation to $10,600,000 aggregate principal amount of
Gulf Coast Waste Disposal Authority Environmental Improvement Revenue Bonds
(USX Corporation Project) Refunding Series of 1998.
15. Amended and Restated Agreement of Sale dated as of March 1, 1998 with The
Industrial Development Board of the City of Fairfield (Alabama) in relation
to $10,945,000 aggregate principal amount of The Industrial Development
Board of the City of Fairfield (Alabama) Environmental Improvement Revenue
Bonds (USX Corporation Project) Refunding Series of 1998.
16. Loan Agreement dated as of May 1, 1999 with Ohio Water Development
Authority in relation to $21,800,000 aggregate principal amount of Ohio
Water Development Authority Environmental Improvement Revenue Bonds (USX
Corporation Project) Refunding Series of 1999.
___________________________________
/V/ Variable Rate Bonds
Schedule 1.1
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17. Agreement dated December 1, 1984 between United States Steel Corporation
and Ohio Water Development Authority in relation to $9,000,000 Ohio Water
Development Authority Variable Rate Demand Environmental Improvement
Revenue Bonds (United States Steel Corporation Project) Series 1984. /V/
___________________________________
/V/ Variable Rate Bonds
Schedule 1.1
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Schedule 2.1
Assumed Leases
1) Participation Agreement dated as of May 11, 1982 among USX Corporation, as
Lessee, General Electric Credit and Leasing Corporation, as Owner
Participant, State Street Bank and Trust Company of Connecticut, as Owner
Trustee, The CIT Group/Equipment Financing, Inc. as Loan Participant and
The Bank of New York. as Indenture Trustee relating to Coke Battery "B" at
Clairton Works.
2) Charter dated as of September 1, 1980 (the "Charter") between State Street
Bank and Trust Company of Connecticut, N.A. as Owner Trustee and USX
Corporation of the M/V Xxxxx.
3) Lease Agreement dated as of December 1, 1988 between Meridian Trust
Company, Owner Trustee, as Lessor and USX Corporation, as Lessee relating
to the continuous slab caster at Fairfield Works.
4) Participation Agreement dated as of October 1, 1973 among The Hydro-
Electric Power Commission of Ontario, USX Corporation, as Lessee, Whitkath
Inc. as Owner, the Prudential Insurance Company of America, The Travelers
Insurance Company, Connecticut General Life Insurance Company as Loan
Participants and First National City Bank, and the Non-Recourse Lease
Agreements each dated as of October 1, 1973 between USX Corporation as
Lessee and Whitkath, Inc. as Lessor.
5) Lease Agreement dated as of November 18, 1985 (the "Lease") between USX
Corporation, as lessee Mellon Financial Services Corporation #4 relating to
an air separation facility at Fairfield Works.
Schedule 2.1
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Schedule 3.1
Parent Obligations
Parent Obligations under which Steel is not contingently liable:
1) Securities issued under the Indenture dated as of July 1, 1991 between USX
Corporation as issuer and Pittsburgh National Bank as trustee.
2) Securities issued under the Indenture dated as of March 15, 1993 between
USX Corporation as issuer and PNC Bank, National Association as trustee.
3) Refunding Agreement dated as of December 1, 1998 with the Parish of St.
Xxxx the Baptist in relation to $23,425,000 Parish of St. Xxxx the Baptist,
State of Louisiana Environmental Improvement Bonds Refunding Series of 1998
(USX Corporation Project).
4) First Amended and Restated Loan Agreement dated August 1, 1987 with the
Camp County Industrial Development Corporation in relation to $4,700,000
Camp County Industrial Development Corporation Floating/Fixed Rate
Pollution Control Revenue Bonds, Series 1983 (Texas Oil & Gas Corp.
Project)
Parent Obligations under which Steel is contingently liable:
1) $1,353,750,000 Five Year Credit Agreement and the $451,250,000 364-Day
Credit Agreement both dated as of November 30, 2000 and among USX
Corporation, the Co-Agents and other Lenders party thereto, Bank of
America, N.A., as Syndication Agent, Citibank, N.A., The Bank of Nova
Scotia and Commerzbank AG, as Documentation Agent, and Xxxxxx Guaranty
Trust Company of New York, as Administrative Agent.
2) The following Guarantees to LOOP, LLC:
(a) Guarantee dated August 1, 1986 (Series 1986),
(b) Guarantee dated June 7, 1990 (Series E),
(c) Guarantee dated July 2, 1991 (Series 1991),
(d) Guarantee dated October 1, 1992 (Series 1992),
(e) Series 1997 - Guarantee dated August 29, 1997 (Series 1997), and
(f) Guarantee dated November 9, 1994 (Credit Agreement).
3) Restated Guarantees each dated as of June 5, 2000 (the "Guaranty") made
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by USX for the benefit of each party to the Amended and Restated
Participation Agreements, each dated as of June 5, 2000, among, inter alia:
(a) the Dai-Ichi Kangyo Bank, Ltd. (New York Branch), National Westminster
Bank, PLC (New York Branch), and Bank of America Leasing and Capital, LLC,
as Owner
Schedule 3.1
Page 1
Participants, (b) State Street Bank and Trust Company, as Owner Trustee,
(c) Bank of America, N.A. as Collateral Agent, Liquidity Agent and
Administrator for the Note Lender, (d) Bayerische Landesbank Girozentrale
(Cayman Islands Branch) and The Dai-Ichi Kangyo Bank, Ltd. (New York
Branch), as Co-Agents, (e) Enterprise Funding corporation, as Note Lender,
(f) the Committed Lenders from time to time party thereto, (g) Xxxxxxxx
Petroleum Company and USX as guarantors, and (g) Kenai Tankers LLC, Polar
Eagle Shipping Company, Ltd. and Arctic Sun Shipping Company, Ltd., as
charterers.
4) Loan Agreement between USX Capital LLC, a limited life company organized
under the laws of the Turks and Caicos Islands, and USX Corporation dated
March 3, 1994 (MIPS).
5) Promissory Note dated as of March 30, 2001 issued by USX to Dresdner
Kleinwort Xxxxxx North America Leasing, Inc.
6) Guarantee Agreement between the European Investment Bank (the "Bank") and
USX dated 25 July 1991.
7) 6.75% Convertible Junior Subordinated Debentures issued pursuant to the
Multiple Series Indenture dated as of May 16, 1997 between USX Corporation,
as Issuer, and The Bank of New York, as Trustee as supplemented by the
First Supplemental Indenture dated as of May 16, 1997 and a Second
Supplemental Indenture dated as of July 2, 2001 between USX Corporation, as
Issuer, and The Bank of New York, as Trustee. Such debt supports the
obligations incurred in connection with the 6.75% Convertible Quarterly
Income Preferred Securities issued by USX Capital Trust I, a Delaware
statutory business trust (QUIPS).
8) 6.50% Cumulative Convertible Preferred Stock of USX Corporation.
9) Guaranty made as of November 15, 1983 (together with all amendments and
supplements thereto) from USX Corporation in favor of Tower Associates, a
New York limited partnership (Marathon Tower).
Schedule 3.1
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