Common use of Indenture Clause in Contracts

Indenture. The Issuers issued the Notes under an Indenture dated as of July 27, 2001 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "Indenture"), among the Issuers, USX Corporation, a Delaware corporation (the "Guarantor") and The Bank of New York, a New York banking corporation ("the Trustee"). The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (15 U.S.C. Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the "TIA"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such terms, and Noteholders are referred to the Indenture and the TIA for a statement of those terms. The Notes are senior unsecured obligations of the Issuers limited to $385,000,000 aggregate principal amount at maturity (subject to Section 2.1(a) of the Indenture, which, inter alia, allows for the issuance of Additional Notes in some circumstances). The Notes include the Initial Notes, any Private Exchange Note and Exchange Notes issued in exchange for the Initial Notes pursuant to the Indenture and the Registration Rights Agreement, and any Additional Notes actually issued. The Initial Notes, the Private Exchange Notes, the Exchange Notes and any Additional Notes actually issued are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the Incurrence of Indebtedness by the Company and its Restricted Subsidiaries, the payment of dividends and other distributions on the Capital Stock of Company and its Restricted Subsidiaries, the purchase or redemption of Capital Stock of the Company and Capital Stock of its Restricted Subsidiaries, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, the issuance or sale of Capital Stock of Restricted Subsidiaries, transactions with Affiliates, the incurrence of Liens and certain Sale/Leaseback Transactions. In addition, the Indenture limits the ability of the Company and its Restricted Subsidiaries to restrict distributions and dividends from Restricted Subsidiaries.

Indenture. The Issuers Company issued the Notes under an Indenture dated as of July 27November 4, 2001 1997 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "Indenture"), among the Issuers, USX Corporation, a Delaware corporation (the "Guarantor") Company and The Bank of New York, a New York banking corporation ("the Trustee"). The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended 1939 (15 U.S.C. Sections ------ (S)(S) 77aaa-77bbbb) as in effect on the date of the Indenture (the "TIAAct"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such terms, and Noteholders are referred to the Indenture and the TIA Act for a statement of those terms. The Notes are general unsecured senior unsecured subordinated obligations of the Issuers Company limited to $385,000,000 294 million aggregate principal amount at maturity (subject to Section 2.1(a) 310 of the Indenture, which, inter alia, allows for ). This Note is one of the issuance of Additional Initial Notes referred to in some circumstances)the Indenture. The Notes include the Initial Notes, Notes and any Private Exchange Note and Exchange Notes issued in exchange for the Initial Notes pursuant to the Indenture and the Registration Rights Agreement, and any Additional Notes actually issued. The Initial Notes, the Private Exchange Notes, Notes and the Exchange Notes and any Additional Notes actually issued are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the Incurrence of Indebtedness by the Company and its Restricted Subsidiaries, the payment of dividends on, and other distributions on the purchase or redemption of, Capital Stock of the Company and its Restricted Subsidiaries, the purchase certain purchases or redemption redemptions of Capital Stock of the Company and Capital Stock of its Restricted SubsidiariesSubordinated Indebtedness, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, investments of the issuance or sale of Capital Stock of Company and its Restricted Subsidiaries, Subsidiaries and transactions with Affiliates, the incurrence of Liens and certain Sale/Leaseback Transactions. In addition, the Indenture limits the ability of the Company and its Restricted Subsidiaries to restrict distributions and dividends from Restricted Subsidiaries.

Indenture. The Issuers Company issued the Notes Securities under an Indenture dated as of July 27April 30, 2001 1998 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "Indenture"), among between the Issuers, USX Corporation, a Delaware corporation (the "Guarantor") Company and The Bank of New York, a New York banking corporation ("the Trustee"). The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended 1939 (15 U.S.C. Sections ------ (S)(S) 77aaa-77bbbb) as in effect on the date of the Indenture (the "TIAAct"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all such terms, and Noteholders Securityholders are referred to the Indenture and the TIA Act for a statement of those terms. The Notes Securities are general unsecured senior unsecured subordinated obligations of the Issuers Company limited to $385,000,000 150.0 million aggregate principal amount at maturity (subject to Section 2.1(a) ------- 2.9 of the Indenture, which, inter alia, allows for the issuance of Additional Notes in some circumstances). The Notes aggregate principal amount of notes which may be --- authenticated and delivered under the Indenture, including the Securities, is limited to $250.0 million (subject to Section 2.9 of the Indenture). This ----------- Security is one of the Initial Securities referred to in the Indenture. The Securities include the Initial Notes, Securities and any Private Exchange Note and Exchange Notes Securities issued in exchange for the Initial Notes Securities pursuant to the Indenture and the Registration Rights Agreement, and any Additional Notes actually issued. The Initial Notes, the Private Exchange Notes, Securities and the Exchange Notes and any Additional Notes actually issued Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on on: the Incurrence of Indebtedness by the Company and its Restricted Subsidiaries, the Incurrence of Indebtedness by the Company and its Subsidiary Guarantors if subordinate or junior in any respect to any Senior Indebtedness or Guarantor Senior Indebtedness, respectively, the payment of dividends and other distributions on the Capital Stock of the Company and its Restricted Subsidiaries, the purchase or redemption of Capital Stock of the Company and Capital Stock of such Restricted Subsidiaries, certain purchases or redemptions of Subordinated Indebtedness, the Incurrence of Liens by the Company or its Restricted Subsidiaries, the entering into of Asset Swaps by the Company or its Restricted Subsidiaries, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, the issuance or sale of Capital Stock of Restricted Subsidiaries, the business activities and investments of the Company and its Restricted Subsidiaries and, transactions with Affiliates, the incurrence of Liens and certain Sale/Leaseback Transactions. In addition, the Indenture limits the ability of the Company and its Restricted Subsidiaries to restrict distributions and dividends from Restricted Subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest on the Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed (and future Subsidiary Guarantors, together with the Subsidiary Guarantors, will unconditionally guarantee), jointly and severally, such obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Issuers Company issued the Notes under an Indenture dated as of July 27October 29, 2001 2004 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "Indenture"), ) among the IssuersCompany, USX Corporation, a Delaware corporation (the "Guarantor") Guarantors and The Bank of New York, a New York banking corporation ("the Trustee"). The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (15 U.S.C. Sections 77aaa-77bbbb) as TIA. Terms defined in effect on the date of the Indenture (the "TIA"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such termsthe terms and provisions of the Indenture, and Noteholders Holders are referred to the Indenture and the TIA for a statement of those such terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Notes are unsecured senior unsecured subordinated obligations of the Issuers limited to $385,000,000 aggregate principal amount at maturity (subject to Section 2.1(a) Company. This Note is one of the Initial Notes referred to in the Indenture, which, inter alia, allows for the issuance of Additional Notes in some circumstances). The Notes include the Initial Notes, any Private Exchange Note Additional Notes and any Exchange Notes issued in exchange for the Initial Notes or Additional Notes pursuant to the Indenture and the Registration Rights Agreement, and any Additional Notes actually issuedIndenture. The Initial Notes, the Private Exchange Notes, the Exchange any Additional Notes and any Additional Exchange Notes actually issued are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the Incurrence of Indebtedness by the Company and its Restricted Subsidiaries, the payment of dividends and other distributions on the Capital Stock of Company and its Restricted Subsidiaries, the purchase or redemption of Capital Stock of the Company and Capital Stock of its Restricted Subsidiaries, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, the issuance or sale of Capital Stock of Restricted Subsidiaries, transactions with Affiliates, the incurrence of Liens and certain Sale/Leaseback Transactions. In addition, the Indenture limits the ability of the Company and its Restricted Subsidiaries to restrict to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions and dividends from by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur Liens and make asset sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Obligations of the Company under the Notes on an unsecured senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Issuers Company issued the Notes under an Indenture dated as of July 27September 6, 2001 2016 (as it may be amended or supplemented from time “Indenture”) among the Company, the Subsidiary Guarantors and the Trustee. The Notes are subject to time in accordance with the terms thereofof the Indenture, and Holders are referred to the Indenture for a statement of such terms. The Notes are secured obligations of the Company subject to the Priority Liens securing the Priority Lien Obligations and the Permitted Collateral Liens. In the event of a conflict between the Indenture and this Note, the "Indenture"), among terms of the Issuers, USX Corporation, a Delaware corporation (the "Guarantor") and The Bank of New York, a New York banking corporation ("the Trustee")Indenture shall control. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (15 U.S.C. Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the "“TIA"”). Capitalized terms used herein Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such terms, and Noteholders the Holders are referred to the Indenture and the TIA for a statement of those terms. The Notes are senior unsecured obligations of the Issuers limited to $385,000,000 aggregate principal amount at maturity (subject to Section 2.1(a) of the Indenture, which, inter alia, allows for the issuance of Additional Notes in some circumstances). The Notes include the Initial Notes, any Private Exchange Note and Exchange Notes issued in exchange for the Initial Notes pursuant to the Indenture and the Registration Rights Agreement, and any Additional Notes actually issued. The Initial Notes, the Private Exchange Notes, the Exchange Notes and any Additional Notes actually issued are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the Incurrence of Indebtedness by the Company and its Restricted Subsidiaries, the payment of dividends and other distributions on the Capital Stock of Company and its Restricted Subsidiaries, the purchase or redemption of Capital Stock of the Company and Capital Stock of its Restricted Subsidiaries, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, the issuance or sale of Capital Stock of Restricted Subsidiaries, transactions with Affiliates, the incurrence of Liens and certain Sale/Leaseback Transactions. In addition, the Indenture limits the ability of the Company and its Restricted Subsidiaries to restrict to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions and dividends from by such Restricted Subsidiaries, issue or sell shares of certain capital stock of such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Company or any Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of the Property of the Company or any Subsidiary Guarantor. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors will unconditionally guarantee the Obligations on a joint and several basis pursuant to the terms of the Indenture.

Indenture. The Issuers Company issued the Notes Securities under an Indenture dated as of July 27March 4, 2001 2004 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "Indenture"), among the IssuersCompany, USX Corporation, a Delaware corporation (the "Guarantor") Subsidiary Guarantors and The Bank of New York, a New York banking corporation ("the Trustee"). The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended 1939 (15 U.S.C. Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the "TIAAct"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all such terms, and Noteholders Securityholders are referred to the Indenture and the TIA Act for a statement of those terms. The Notes Securities are general unsecured senior unsecured subordinated obligations of the Issuers limited to $385,000,000 aggregate principal amount at maturity (subject to Section 2.1(a) Company. This is one of the Initial Securities referred to in the Indenture, which, inter alia, allows for the issuance of Additional Notes in some circumstances). The Notes Securities include the Initial NotesSecurities issued on the Issue Date, any Private Exchange Note and Exchange Notes Additional Securities issued in exchange for the Initial Notes pursuant to accordance with Section 2.16 of the Indenture and the Registration Rights Agreement, and any Additional Notes actually issuedExchange Securities. The Initial NotesSecurities, the Private Exchange Notes, Additional Securities and the Exchange Notes and any Additional Notes actually issued Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on on, among other things: the Incurrence of Indebtedness by the Company and its Restricted Subsidiaries, the payment of dividends and other distributions on the Capital Stock of the Company and its Restricted Subsidiaries, the purchase or redemption of Capital Stock of the Company and Capital Stock of such Restricted Subsidiaries, certain purchases or redemptions of Subordinated Obligations, the Incurrence of Liens by the Company or its Restricted Subsidiaries, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, the issuance or sale of Capital Stock of Restricted Subsidiaries, the business activities and investments of the Company and its Restricted Subsidiaries, and transactions with Affiliates, the incurrence of Liens and certain Sale/Leaseback Transactions. In addition, the Indenture limits the ability of the Company and its Restricted Subsidiaries to restrict distributions and dividends from Restricted Subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest on the Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed (and future Subsidiary Guarantors, together with the Subsidiary Guarantors, will unconditionally guarantee), jointly and severally, such obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Issuers Company issued the Notes Securities under an Indenture dated as of July 27February 13, 2001 1998 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "Indenture"), among between the Issuers, USX Corporation, a Delaware corporation (the "Guarantor") Company and The Bank of New York, a New York banking corporation ("the Trustee"). The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended 1939 (15 U.S.C. Sections 77aaa-77bbbbss.sx. 00aaa-77bbbb) as in effect on the date of the Indenture (the "TIAAct"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all such terms, and Noteholders Securityholders are referred to the Indenture and the TIA Act for a statement of those terms. The Notes Securities are general unsecured senior unsecured subordinated obligations of the Issuers Company limited to $385,000,000 110.0 million aggregate principal amount at maturity (subject to Section 2.1(a) 2.9 of the Indenture, which, inter alia, allows for the issuance of Additional Notes in some circumstances). This Security is one of the Initial Securities referred to in the Indenture. The Notes Securities include the Initial Notes, Securities and any Private Exchange Note and Exchange Notes Securities issued in exchange for the Initial Notes Securities pursuant to the Indenture and the Registration Rights Agreement, and any Additional Notes actually issued. The Initial Notes, the Private Exchange Notes, Securities and the Exchange Notes and any Additional Notes actually issued Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on on: the Incurrence of Indebtedness by the Company and its Restricted Subsidiaries, the Incurrence of Indebtedness by the Company and its Subsidiary Guarantors if subordinate or junior in any respect to any Senior Indebtedness or Guarantor Senior Indebtedness, respectively, the payment of dividends and other distributions on the Capital Stock of the Company and its Restricted Subsidiaries, the purchase or redemption of Capital Stock of the Company and Capital Stock of such Restricted Subsidiaries, certain purchases or redemptions of Subordinated Indebtedness, the Incurrence of Liens by the Company or its Restricted Subsidiaries, the entering into Sale/Leaseback transactions by the Company or its Restricted Subsidiaries, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, the issuance or sale of Capital Stock of Restricted Subsidiaries, the business activities and investments of the Company and its Restricted Subsidiaries and, transactions with Affiliates, the incurrence of Liens and certain Sale/Leaseback Transactions. In addition, the Indenture limits the ability of the Company and its Restricted Subsidiaries to restrict distributions and dividends from Restricted Subsidiaries.

Indenture. The Issuers Company issued the Notes Securities under an Indenture dated as of July 27December 19, 2001 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "Indenture"), among the IssuersCompany, USX Corporation, a Delaware corporation (the "Guarantor") Subsidiary Guarantors and The Bank of New York, a New York banking corporation ("the Trustee"). The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended 1939 (15 U.S.C. Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the "TIAAct"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all such terms, and Noteholders Securityholders are referred to the Indenture and the TIA Act for a statement of those terms. The Notes Securities are general unsecured senior unsecured subordinated obligations of the Issuers limited to $385,000,000 Company initially issued in aggregate principal amount at maturity (of $100,000,000, but subject to Section 2.1(a) additional issuances under the Indenture. This Security is one of the Series D Notes referred to in the Indenture, which, inter alia, allows for the issuance of Additional Notes in some circumstances). The Notes Securities include the Initial Notes, Series C Notes and any Private Exchange Note and Exchange Series D Notes issued in exchange for the Initial Series C Notes pursuant to the Indenture and the Registration Rights Agreement, and any Additional Notes actually issued. The Initial Notes, the Private Exchange Notes, the Exchange Series C Notes and any Additional the Series D Notes actually issued are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the Incurrence of Indebtedness by the Company and its Restricted Subsidiaries, the payment of dividends on, and other distributions on the purchase or redemption of, Capital Stock of the Company and its Restricted Subsidiaries, the purchase certain purchases or redemption redemptions of Capital Stock of the Company and Capital Stock of its Restricted SubsidiariesSubordinated Indebtedness, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, investments of the issuance or sale of Capital Stock of Company and its Restricted Subsidiaries, Subsidiaries and transactions with Affiliates, the incurrence of Liens and certain Sale/Leaseback Transactions. In addition, the Indenture limits the ability of the Company and its Restricted Subsidiaries to restrict distributions and dividends from Restricted Subsidiaries.

Indenture. The Issuers Company issued the Notes under an Indenture dated as of July 27, 2001 2016 (as it may be amended or supplemented from time “Indenture”) among the Company, the Subsidiary Guarantors and the Trustee. The Notes are subject to time in accordance with the terms thereofof the Indenture, and Holders are referred to the Indenture for a statement of such terms. The Notes are secured obligations of the Company subject to the Priority Liens securing the Priority Lien Obligations and the Permitted Collateral Liens. In the event of a conflict between the Indenture and this Note, the "Indenture"), among terms of the Issuers, USX Corporation, a Delaware corporation (the "Guarantor") and The Bank of New York, a New York banking corporation ("the Trustee")Indenture shall control. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (15 U.S.C. Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the "“TIA"”). Capitalized terms used herein Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such terms, and Noteholders the Holders are referred to the Indenture and the TIA for a statement of those terms. The Notes are senior unsecured obligations of the Issuers limited to $385,000,000 aggregate principal amount at maturity (subject to Section 2.1(a) of the Indenture, which, inter alia, allows for the issuance of Additional Notes in some circumstances). The Notes include the Initial Notes, any Private Exchange Note and Exchange Notes issued in exchange for the Initial Notes pursuant to the Indenture and the Registration Rights Agreement, and any Additional Notes actually issued. The Initial Notes, the Private Exchange Notes, the Exchange Notes and any Additional Notes actually issued are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the Incurrence of Indebtedness by the Company and its Restricted Subsidiaries, the payment of dividends and other distributions on the Capital Stock of Company and its Restricted Subsidiaries, the purchase or redemption of Capital Stock of the Company and Capital Stock of its Restricted Subsidiaries, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, the issuance or sale of Capital Stock of Restricted Subsidiaries, transactions with Affiliates, the incurrence of Liens and certain Sale/Leaseback Transactions. In addition, the Indenture limits the ability of the Company and its Restricted Subsidiaries to restrict to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions and dividends from by such Restricted Subsidiaries, issue or sell shares of certain capital stock of such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Company or any Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of the Property of the Company or any Subsidiary Guarantor. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors will unconditionally guarantee the Obligations on a joint and several basis pursuant to the terms of the Indenture.

Indenture. The Issuers Company issued the Notes Securities under an Indenture dated as of July 27March 4, 2001 2004 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "Indenture"), among the IssuersCompany, USX Corporation, a Delaware corporation (the "Guarantor") Subsidiary Guarantors and The Bank of New York, a New York banking corporation ("the Trustee"). The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended 1939 (15 U.S.C. Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the "TIAAct"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all such terms, and Noteholders Securityholders are referred to the Indenture and the TIA Act for a statement of those terms. The Notes Securities are general unsecured senior unsecured subordinated obligations of the Issuers limited to $385,000,000 aggregate principal amount at maturity (subject to Section 2.1(a) Company. This is one of the Exchange Securities referred to in the Indenture, which, inter alia, allows for the issuance of Additional Notes in some circumstances). The Notes Securities include the Initial NotesSecurities issued on the Issue Date, any Private Exchange Note and Exchange Notes Additional Securities issued in exchange for the Initial Notes pursuant to accordance with Section 2.16 of the Indenture and the Registration Rights Agreement, and any Additional Notes actually issuedExchange Securities. The Initial NotesSecurities, the Private Exchange Notes, Additional Securities and the Exchange Notes and any Additional Notes actually issued Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on on, among other things: the Incurrence of Indebtedness by the Company and its Restricted Subsidiaries, the payment of dividends and other distributions on the Capital Stock of the Company and its Restricted Subsidiaries, the purchase or redemption of Capital Stock of the Company and Capital Stock of such Restricted Subsidiaries, certain purchases or redemptions of Subordinated Obligations, the Incurrence of Liens by the Company or its Restricted Subsidiaries, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, the issuance or sale of Capital Stock of Restricted Subsidiaries, the business activities and investments of the Company and its Restricted Subsidiaries, and transactions with Affiliates, the incurrence of Liens and certain Sale/Leaseback Transactions. In addition, the Indenture limits the ability of the Company and its Restricted Subsidiaries to restrict distributions and dividends from Restricted Subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest on the Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed (and future Subsidiary Guarantors, together with the Subsidiary Guarantors, will unconditionally guarantee), jointly and severally, such obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Issuers Company issued the Notes Securities under an Indenture dated as of July 27February 13, 2001 1998 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "Indenture"), among between the Issuers, USX Corporation, a Delaware corporation (the "Guarantor") Company and The Bank of New York, a New York banking corporation ("the Trustee"). The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended 1939 (15 U.S.C. Sections 77aaa-77bbbbss.sx. 00aaa-77bbbb) as in effect on the date of the Indenture (the "TIAAct"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all such terms, and Noteholders Securityholders are referred to the Indenture and the TIA Act for a statement of those terms. The Notes Securities are general unsecured senior unsecured subordinated obligations of the Issuers Company limited to $385,000,000 110.0 million aggregate principal amount at maturity (subject to Section 2.1(a) 2.9 of the Indenture, which, inter alia, allows for the issuance of Additional Notes in some circumstances). This Security is one of the Exchange Securities referred to in the Indenture. The Notes Securities include the Initial Notes, Securities and any Private Exchange Note and Exchange Notes Securities issued in exchange for the Initial Notes Securities pursuant to the Indenture and the Registration Rights Agreement, and any Additional Notes actually issued. The Initial Notes, the Private Exchange Notes, Securities and the Exchange Notes and any Additional Notes actually issued Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on on: the Incurrence of Indebtedness by the Company and its Restricted Subsidiaries, the Incurrence of Indebtedness by the Company and its Subsidiary Guarantors if subordinate or junior in any respect to any Senior Indebtedness or Guarantor Senior Indebtedness respectively, the payment of dividends and other distributions on the Capital Stock of the Company and its Restricted Subsidiaries, the purchase or redemption of Capital Stock of the Company and Capital Stock of such Restricted Subsidiaries, certain purchases or redemptions of Subordinated Indebtedness, the Incurrence of Liens by the Company or its Restricted Subsidiaries, the entering into Sale/Leaseback transactions by the Company or its Restricted Subsidiaries, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, the issuance or sale of Capital Stock of Restricted Subsidiaries, the business activities and investments of the Company and its Restricted Subsidiaries, and transactions with Affiliates, the incurrence of Liens and certain Sale/Leaseback Transactions. In addition, the Indenture limits the ability of the Company and its Restricted Subsidiaries to restrict distributions and dividends from Restricted Subsidiaries.

Indenture. The Issuers Company issued the Discount Notes under an Indenture Indenture, dated as of July 27April 24, 2001 1998 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "Indenture"), among the Issuers, USX Corporation, a Delaware corporation (the "Guarantor") between Holdings --------- and The Bank of New York, a New York banking corporation ("the Trustee"). The terms of the Discount Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended 1939 (15 U.S.C. Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the "TIAAct"). Capitalized terms used herein defined in the Indenture and not --- defined herein have the meanings ascribed thereto in the Indenture. The Discount Notes are subject to all such terms, and Noteholders are referred to the Indenture Inden ture and the TIA Act for a statement of those terms. The Discount Notes are unsecured, senior unsecured obligations of the Issuers Holdings, limited to $385,000,000 45,140,000 aggregate principal amount at maturity (subject to Section 2.1(a) any time outstanding. This Discount Note is one of the Exchange Notes referred to in the Indenture, which, inter alia, allows for the issuance of Additional Notes in some circumstances). The Discount Notes include the Initial Notes, Notes and any Private Exchange Note and Exchange Discount Notes issued in exchange for the Initial Notes pursuant to the Indenture and the Registration Rights Agreement, and any Additional Notes actually issued. The Initial Notes, the Private Exchange Notes, Notes and the Exchange Discount Notes and any Additional Notes actually issued are treated as a single class of securities under the Indenture. The Indenture imposes contains certain limitations on covenants that, among other things, limit (i) the Incurrence - incurrence of Indebtedness additional indebtedness by Holdings or any Restricted Subsidiary, (ii) the Company making of Restricted Payments by Holdings or any Restricted Subsidiary -- (including certain investments and its payments of dividends on, and redemptions of, capital stock of Holdings or any Restricted Subsidiary), (iii) the creation of --- consensual encumbrances and restrictions with respect to Restricted Subsidiaries, the payment of dividends and other distributions on the Capital Stock of Company and its Restricted Subsidiaries, the purchase or redemption of Capital Stock of the Company and Capital Stock of its Restricted Subsidiaries, the sale or transfer (iv) sales of assets and Capital Stock of Restricted Subsidiariessubsidiary stock, the issuance or sale of Capital Stock of Restricted Subsidiaries, (v) certain -- - transactions with Affiliates, the incurrence of Liens and certain Sale/Leaseback Transactions. In addition, the Indenture limits the ability of the Company and its Restricted Subsidiaries to restrict distributions and dividends from Restricted Subsidiaries.affiliates,

Indenture. The Issuers Company issued the Notes Securities under an Indenture dated as of July 27November 20, 2001 1998 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "Indenture"), among the Issuers, USX Corporation, a Delaware corporation (the "Guarantor") Company and The Bank of New York, a New York banking corporation ("the Trustee"). The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended 1939 (15 U.S.C. Sections xx.xx. 77aaa-77bbbb) as in effect on the date of the Indenture (the "TIAAct"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all such terms, and Noteholders Securityholders are referred to the Indenture and the TIA Act for a statement of those terms. The Notes Securities are general unsecured senior unsecured subordinated obligations of the Issuers Company limited to $385,000,000 200 million aggregate principal amount at maturity (subject to Section 2.1(a) 2.7 of the Indenture, which, inter alia, allows for the issuance of Additional Notes in some circumstances). This Security is one of the Initial Securities referred to in the Indenture. The Notes Securities include the Initial Notes, Securities and any Private Exchange Note and Exchange Notes Securities issued in exchange for the Initial Notes Securities pursuant to the Indenture and the Registration Rights Agreement, and any Additional Notes actually issued. The Initial Notes, the Private Exchange Notes, Securities and the Exchange Notes and any Additional Notes actually issued Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the Incurrence incurrence of Indebtedness by the Company and its Restricted Subsidiaries, the payment of dividends and other distributions on the Capital Stock of Company and its Restricted Subsidiaries, the purchase or redemption of Capital Stock of the Company and Capital Stock of its Restricted Subsidiaries, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, the issuance or sale investments of Capital Stock of Restricted Subsidiariesthe Company, its Subsidiaries and transactions with Affiliates, the Liens, dividends and other payment restrictions affecting Subsidiaries, incurrence of Liens senior subordinated Indebtedness, preferred stock of Subsidiaries and certain Sale/Leaseback Transactionsfuture guarantees. In addition, the Indenture limits the ability of the Company and its Restricted Subsidiaries to restrict distributions and dividends from Restricted Subsidiaries.

Indenture. The Issuers Company issued the Notes under an Indenture dated as of July 27November 4, 2001 1997 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "Indenture"), among the Issuers, USX Corporation, a Delaware corporation (the "Guarantor") Company and The Bank of New York, a New York banking corporation ("the Trustee"). The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended 1939 (15 U.S.C. Sections ------ (S)(S) 77aaa-77bbbb) as in effect on the date of the Indenture (the "TIAAct"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such terms, and Noteholders are referred to the Indenture and the TIA Act for a statement of those terms. __________________________________ /2// Include only for the Initial Notes - The Notes are general unsecured senior unsecured subordinated obligations of the Issuers Company limited to $385,000,000 275 million aggregate principal amount at maturity (subject to Section 2.1(a) 310 of the Indenture, which, inter alia, allows for ). This Note is one of the issuance of Additional [Initial]/3/ Notes referred to in some circumstances)the Indenture. The Notes include the Initial Notes, Notes and any Private Exchange Note and Exchange Notes issued in exchange for the Initial Notes pursuant to the Indenture and the Registration Rights Agreement, and any Additional Notes actually issued. The Initial Notes, the Private Exchange Notes, Notes and the Exchange Notes and any Additional Notes actually issued are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the Incurrence of Indebtedness by the Company and its Restricted Subsidiaries, the payment of dividends on, and other distributions on the purchase or redemption of, Capital Stock of the Company and its Restricted Subsidiaries, the purchase certain purchases or redemption redemptions of Capital Stock of the Company and Capital Stock of its Restricted SubsidiariesSubordinated Indebtedness, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, investments of the issuance or sale of Capital Stock of Company and its Restricted Subsidiaries, Subsidiaries and transactions with Affiliates, the incurrence of Liens and certain Sale/Leaseback Transactions. In addition, the Indenture limits the ability of the Company and its Restricted Subsidiaries to restrict distributions and dividends from Restricted Subsidiaries.

Indenture. The Issuers Issuer issued the Notes under an Indenture dated as of July 27March 15, 2001 2000 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "Indenture"), among between the Issuers, USX Corporation, a Delaware corporation (the "Guarantor") Issuer and The Bank of New York, a New York banking corporation ("the Trustee"). The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (15 I5 U.S.C. Sections 77aaa-77bbbbss.sx. 07aaa-77bbbb) as in effect on the date of the Indenture (the "TIA"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such terms, and Noteholders are referred to the Indenture and the TIA for a statement of those terms. The Notes are unsecured senior unsecured obligations of the Issuers Issuer limited to $385,000,000 200,000,000 aggregate principal amount at maturity (subject to Section 2.1(a) 2.7 of the Indenture), which, inter alia, allows for all of which are being offered on the issuance Issue Date. This Note is one of Additional the Exchange Notes referred to in some circumstances)the Indenture. The Notes include the Initial Notes, Notes and any Private Exchange Note Notes and Exchange Notes issued in exchange for the Initial Notes pursuant to the Indenture and the Registration Rights Agreement, and any Additional Notes actually issued. The Initial Notes, the Private Exchange Notes, Notes and the Exchange Notes and any Additional Notes actually issued are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the Incurrence of Indebtedness by the Company Issuer and its Restricted Subsidiaries, the payment of dividends and other distributions on the Capital Stock of Company the Issuer and its Restricted Subsidiaries, the purchase or redemption of Capital Stock of the Company Issuer and Capital Stock of its such Restricted Subsidiaries, certain purchases or redemptions of Subordinated Obligations, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, the issuance or sale of Capital Stock of Restricted Subsidiaries, the investments of the Issuer and its Subsidiaries and transactions with Affiliates, the incurrence of Liens and certain Sale/Leaseback Transactions. In addition, the Indenture limits the ability of the Company Issuer and its Restricted Subsidiaries to restrict distributions and dividends from Restricted Subsidiaries.. 95 5

Indenture. The Issuers Company issued the Notes Securities under an Indenture dated as of July 27May 6, 2001 2003 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "Indenture"), among the IssuersCompany, USX Corporation, a Delaware corporation (the "Guarantor") Guarantors and The Bank of New York, a New York banking corporation ("the Trustee"). The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended 1939 (15 U.S.C. Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the "TIAAct"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all such terms, and Noteholders Securityholders are referred to the Indenture and the TIA Act for a statement of those terms. The Notes Securities are general unsecured senior unsecured subordinated obligations of the Issuers limited to $385,000,000 Company initially issued in aggregate principal amount at maturity (of $300,000,000, but subject to Section 2.1(a) additional issuances from time to time under the Indenture. This Security is one of the Securities referred to in the Indenture, which, inter alia, allows for the issuance of Additional Notes in some circumstances). The Notes Securities include the Initial Notes, Series A Notes and any Private Exchange Note and Exchange Series B Notes issued in exchange for the Initial Series A Notes pursuant to the Indenture and the Registration Rights Agreement, and any Additional Notes actually issued. The Initial Notes, Series A Notes and the Private Exchange Notes, the Exchange Series B Notes and any Additional Notes actually Securities subsequently issued under the Indenture are treated as a single class of securities for all purposes under the IndentureIndenture including, without limitation, waivers, amendments, redemptions and offers to purchase. The Indenture imposes certain limitations on the Incurrence incurrence of Indebtedness by the Company and its Restricted Subsidiaries, the payment of dividends on, and other distributions on the purchase or redemption of, Capital Stock of the Company and its Restricted Subsidiaries, the purchase certain purchases or redemption redemptions of Capital Stock of the Company and Capital Stock of its Restricted SubsidiariesSubordinated Indebtedness, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, investments of the issuance or sale of Capital Stock of Company and its Restricted Subsidiaries, Subsidiaries and transactions with Affiliates, the incurrence of Liens and certain Sale/Leaseback Transactions. In addition, the Indenture limits the ability of the Company and its Restricted Subsidiaries to restrict distributions and dividends from Restricted Subsidiaries.

Indenture. The Issuers Company issued the Notes Securities under an Indenture dated as of July 27March 4, 2001 2004 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "Indenture"), among between the Issuers, USX Corporation, a Delaware corporation (the "Guarantor") Company and The Bank of New York, a New York banking corporation ("the Trustee"). The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended 1939 (15 U.S.C. Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the "TIAAct"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all such terms, and Noteholders Securityholders are referred to the Indenture and the TIA Act for a statement of those terms. The Notes Securities are general unsecured senior unsecured obligations of the Issuers limited to $385,000,000 aggregate principal amount at maturity (subject to Section 2.1(a) Company. This is one of the Initial Securities referred to in the Indenture, which, inter alia, allows for the issuance of Additional Notes in some circumstances). The Notes Securities include the Initial NotesSecurities issued on the Issue Date, any Private Exchange Note and Exchange Notes Additional Securities issued in exchange for the Initial Notes pursuant to accordance with Section 2.16 of the Indenture and the Registration Rights Agreement, and any Additional Notes actually issuedExchange Securities. The Initial NotesSecurities, the Private Exchange Notes, Additional Securities and the Exchange Notes and any Additional Notes actually issued Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on on, among other things: the Incurrence of Indebtedness by the Company and its Restricted Subsidiaries, the payment of dividends and other distributions on the Capital Stock of the Company and its Restricted Subsidiaries, the purchase or redemption of Capital Stock of the Company and Capital Stock of such Restricted Subsidiaries, certain purchases or redemptions of Subordinated Obligations, the Incurrence of Liens by the Company or its Restricted Subsidiaries, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, the issuance or sale of Capital Stock of Restricted Subsidiaries, the business activities and investments of the Company and its Restricted Subsidiaries, and transactions with Affiliates, the incurrence of Liens and certain Sale/Leaseback Transactions. In addition, the Indenture limits the ability of the Company and its Restricted Subsidiaries to restrict distributions and dividends from Restricted Subsidiaries.

Indenture. The Issuers Company issued the Notes Securities under an Indenture dated as of July February 27, 2001 1998 (as it may be amended amended, supplemented or supplemented otherwise modified from time to time in accordance with the terms thereof, the "Indenture"), among between the Issuers, USX Corporation, a Delaware corporation (the "Guarantor") Company and The Bank of New York, a New York banking corporation ("the Trustee"). The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended 1939 (15 U.S.C. Sections xx.xx. 77aaa-77bbbb) as in effect on the date of the Indenture (the "TIAAct"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all such terms, and Noteholders Holders are referred to the Indenture and the TIA Act for a statement of those terms. The Notes Securities are secured senior unsecured subordinated obligations of the Issuers Company limited to $385,000,000 100 million aggregate principal amount at maturity (subject to Section 2.1(a) 2.7 of the Indenture). This Security is the Temporary Note referred to in the Indenture. The Securities include the Temporary Note, which, inter alia, allows the Initial Notes issued in exchange for the issuance of Additional Notes in some circumstances). The Notes include Temporary Note pursuant to the Initial NotesIndenture, and any Private Exchange Note and Exchange Notes issued in exchange for the Initial Notes pursuant to the Indenture and the Registration Rights Agreement, and any Additional Notes actually issuedStatement. The Initial NotesTemporary Note, the Private Exchange Notes, Initial Notes and the Exchange Notes and any Additional Notes actually issued are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the Incurrence incurrence of Indebtedness by the Company and its Restricted Subsidiaries, the payment of dividends and other distributions on the Capital Stock of the Company and its Restricted Subsidiaries, the purchase or redemption of Capital Stock of the Company and Capital Stock of its such Restricted Subsidiaries, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, the issuance or sale investments of Capital Stock of Restricted Subsidiariesthe Company, its Subsidiaries and transactions with Affiliates, the Liens, dividends and other payment restrictions affecting Subsidiaries, incurrence of Liens senior subordinated Indebtedness senior to the Securities, preferred stock of Subsidiaries, future guarantees and certain Sale/Leaseback Transactionsconduct of business. In addition, the Indenture limits the ability of the Company and its Restricted Subsidiaries to restrict distributions and dividends from Restricted Subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest on the Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors will have, jointly and severally, unconditionally guaranteed such obligations on a senior subordinated basis pursuant to the terms of the Indenture and the Guarantees.

Indenture. The Issuers Company issued the Notes Securities under an Indenture dated as of July 27June 1, 2001 1997 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "Indenture"), among the Issuers, USX Corporation, a Delaware corporation (the "Guarantor") Company and The Bank of New York, a New York banking corporation ("the Trustee"). The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended 1939 (15 U.S.C. Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the "TIAAct"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all such terms, and Noteholders Securityholders are referred to the Indenture and the TIA Act for a statement of those terms. The Notes Securities are general unsecured senior unsecured obligations of the Issuers Company limited to $385,000,000 44,612,000 aggregate principal amount at maturity (subject to Section 2.1(a) 2.7 of the Indenture, which, inter alia, allows for the issuance of Additional Notes in some circumstances). This Security is one of the Initial Notes referred to in the Indenture. The Notes Securities include the Initial Notes, Notes and any Exchange Notes and Private Exchange Note and Exchange Notes issued in exchange for the Initial Notes pursuant to the Indenture and the Registration Rights Agreement, and any Additional Notes actually issued. The Initial Notes, the Private Exchange Notes, the Exchange Notes and any Additional the Private Exchange Notes actually issued are treated as a single class of securities under the Indenture. EA-3 110 The Indenture imposes certain limitations on the Incurrence of Indebtedness by the Company and its Restricted Subsidiaries, the payment of dividends and other distributions on the Capital Stock of the Company and its Restricted Subsidiaries, the purchase or redemption of Capital Stock of the Company and Capital Stock of its such Restricted Subsidiaries, certain purchases or redemptions of Subordinated Obligations, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, the issuance or sale of Capital Stock of Restricted Subsidiaries, the investments of the Company and its Restricted Subsidiaries, transactions with Affiliates, the incurrence Incurrence of Liens by the Company and certain its Restricted Subsidiaries and Sale/Leaseback Transactions. In addition, the Indenture limits the ability of the Company and its Restricted Subsidiaries to restrict distributions and dividends from Restricted Subsidiaries.

Indenture. The Issuers Company issued the Notes Securities under an Indenture dated as of July 27February 17, 2001 1998 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "Indenture"), among the Issuers, USX Corporation, a Delaware corporation (the "Guarantor") Company and The Bank of New York, a New York banking corporation ("the Trustee"). The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended 1939 (15 U.S.C. Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the 100 2 "TIAAct"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all such terms, and Noteholders Securityholders are referred to the Indenture and the TIA Act for a statement of those terms. The Notes Securities are general unsecured senior unsecured subordinated obligations of the Issuers Company limited to $385,000,000 100 million aggregate principal amount at maturity (subject to Section 2.1(a) 2.7 of the Indenture, which, inter alia, allows for the issuance of Additional Notes in some circumstances). This Security is one of the Exchange Notes referred to in the Indenture. The Notes Securities include the Initial Notes, Notes and any Private Exchange Note and Exchange Notes issued in exchange for the Initial Notes pursuant to the Indenture and the Registration Rights Agreement, and any Additional Notes actually issued. The Initial Notes, the Private Exchange Notes, Notes and the Exchange Notes and any Additional Notes actually issued are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the Incurrence of Indebtedness by the Company and its Restricted Subsidiaries, the payment of dividends and other distributions on the Capital Stock of the Company and certain of its Restricted Subsidiaries, the purchase or redemption of Capital Stock of the Company and Capital Stock of its Restricted such Subsidiaries, certain purchases or redemptions of Subordinated Indebtedness, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, the issuance or sale of Capital Stock of Restricted Subsidiaries, the business activities and investments of the Company and its Subsidiaries and transactions with Affiliates, the incurrence of Liens and certain Sale/Leaseback Transactions. In addition, the Indenture limits the ability of the Company and its Restricted Subsidiaries to restrict distributions and dividends from Restricted Subsidiaries.

Indenture. The Issuers Company issued the Notes Securities under an Indenture dated as of July 27December 16, 2001 1999 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "IndentureINDENTURE"), among between the IssuersCompany, USX Bell Xxxantic Corporation, a Delaware corporation (the "GuarantorBAC") ), and The Bank of New York, a New York banking corporation ("the Trustee"). The terms of the Notes 4 141 Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended 1939 (15 U.S.C. Sections 77aaa-77bbbb77aaa77bbbb) as in effect on the date of the Indenture (the "TIAACT"). Capitalized terms used herein Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all such terms, and Noteholders Securityholders are referred to the Indenture and the TIA Act for a statement of those terms. The Notes Securities are senior general unsecured obligations of the Issuers Company limited to $385,000,000 350,000,000 aggregate principal amount at maturity any one time outstanding (subject to Section 2.1(a) 2.07 of the Indenture, which, inter alia, allows for the issuance of Additional Notes in some circumstances). This Security is one of the Initial Securities referred to in the Indenture. The Notes Securities include the Initial Notes, Securities and any Private Exchange Note and Exchange Notes Securities issued in exchange for the Initial Notes Securities pursuant to the Indenture and the Registration Rights Agreement, and any Additional Notes actually issuedIndenture. The Initial Notes, the Private Exchange Notes, Securities and the Exchange Notes and any Additional Notes actually issued Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the Incurrence issuance of Indebtedness debt by the Company and its Restricted Subsidiaries, the payment of dividends and other distributions on on, and acquisitions or retirements of, the Capital Stock and Subordinated Obligations of the Company and its Restricted Subsidiaries, the purchase or redemption of Capital Stock of incurrence by the Company and Capital Stock of its Restricted SubsidiariesSubsidiaries of Liens on its property and assets which do not equally and ratably secure the Securities, the sale or transfer of assets and Capital Stock stock of Restricted Subsidiaries of the Company, investments by the Company and its Restricted Subsidiaries, the issuance lines of business in which the Company and its Restricted Subsidiaries may operate, consolidations, mergers and transfers of all or sale substantially all of Capital Stock of Restricted Subsidiaries, the Company's property and assets and transactions with Affiliates, the incurrence of Liens and certain Sale/Leaseback Transactions. In addition, the Indenture limits the ability of the Company and its Restricted Subsidiaries to restrict distributions and dividends from Restricted Subsidiaries and to sell or issue the Capital Stock of Restricted Subsidiaries. The Indenture also imposes certain obligations with respect to the payment of Additional Amounts.

Indenture. The Issuers Company issued the Notes Securities under an Indenture dated as of July 27November 12, 2001 1998 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "Indenture"), among between the Issuers, USX Corporation, a Delaware corporation (the "Guarantor") Company and The Bank of New York, a New York banking corporation ("the Trustee"). The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended 1939 (15 U.S.C. Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the "TIAAct"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all such terms, and Noteholders Securityholders are referred to the Indenture and the TIA Act for a statement of those terms. The Notes Securities are general unsecured senior unsecured subordinated obligations of the Issuers Company limited to $385,000,000 150 million aggregate principal amount at maturity (subject to Section 2.1(a) 2.7 of the Indenture, which, inter alia, allows for the issuance of Additional Notes in some circumstances). This Security is one of the Exchange Notes referred to in the Indenture. The Notes Securities include the Initial Notes, Notes and any Private Exchange Note and Exchange Notes issued in exchange for the Initial Notes pursuant to the Indenture and the Registration Rights Agreement, and any Additional Notes actually issued. The Initial Notes, the Private Exchange Notes, Notes and the Exchange Notes and any Additional Notes actually issued are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the Incurrence of Indebtedness by the Company and its Restricted Subsidiaries, the payment of dividends and other distributions on the Capital Stock of the Company and its Restricted Subsidiaries, the purchase or redemption of Capital Stock of the Company and Capital Stock of its Restricted such Subsidiaries, certain purchases or redemptions of Subordinated Obligations, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, the issuance or sale of Capital Stock of Restricted Subsidiaries, the business activities and investments of the Company and its Subsidiaries and transactions with Affiliates, the incurrence of Liens and certain Sale/Leaseback Transactions. In addition, the Indenture limits the ability of the Company and its Restricted Subsidiaries to restrict distributions and dividends from Restricted Subsidiaries. In addition, the Indenture requires Domestic Subsidiaries of the Company (in the circumstances specified in Section 4.10 of the Indenture and on the terms and conditions specified in Article XI of the Indenture), to enter into a supplement to the Indenture providing for a guarantee by such Subsidiaries (on a senior subordinated basis) of the due and punctual payment of the principal of, premium (if any) and interest on the Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture.

Indenture. The Issuers Company issued the Notes Securities under an Indenture dated as of July 27June 17, 2001 1997 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "Indenture"), among the IssuersCompany, USX Corporation, a Delaware corporation the Subsidiary Guarantors named therein (the "GuarantorSubsidiary Guarantors") and The Bank of New York, a New York banking corporation ("the Trustee"). The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended 1939 (15 U.S.C. Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the "TIAAct"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all such terms, and Noteholders Securityholders are referred to the Indenture and the TIA Act for a statement of those terms. The Notes Securities are general unsecured senior unsecured subordinated obligations of the Issuers Company limited to $385,000,000 150.0 million aggregate principal amount at maturity (subject to Section 2.1(a) 2.7 of the Indenture, which, inter alia, allows for the issuance of Additional Notes in some circumstances). This Security is one of the Notes referred to in the Indenture. The Notes Securities include the Initial Notes, Notes and any Private Exchange Note and Exchange Notes issued in exchange for the Initial Notes pursuant to the Indenture and the Registration Rights Agreement, and any Additional Notes actually issued. The Initial Notes, the Private Exchange Notes, Notes and the Exchange Notes and any Additional Notes actually issued are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the Incurrence of Indebtedness by the Company and its Restricted Subsidiaries, the payment of dividends and other distributions on the Capital Stock of the Company and its Restricted Subsidiaries, the purchase or redemption of Capital Stock of the Company and Capital Stock of its Restricted such Subsidiaries, certain purchases or redemptions of Subordinated Obligations, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, the issuance or sale of Capital Stock of Restricted Subsidiaries, the business activities and investments of the Company and its Subsidiaries and transactions with Affiliates, the incurrence of Liens and certain Sale/Leaseback Transactions. In addition, the Indenture limits the ability of the Company and its Restricted Subsidiaries to restrict distributions and dividends from Restricted Subsidiaries. To guarantee the due and punctual payment of the principal and interest, if any, on the Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed such obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Issuers Company issued the Notes Securities under an Indenture dated as of July 27June 17, 2001 1997 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "Indenture"), among the IssuersCompany, USX Corporation, a Delaware corporation the Subsidiary Guarantors named 106 2 therein (the "GuarantorSubsidiary Guarantors") and The Bank of New York, a New York banking corporation ("the Trustee"). The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended 1939 (15 U.S.C. Sections 77aaa-77bbbb77aaa-7bbbb) as in effect on the date of the Indenture (the "TIAAct"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all such terms, and Noteholders Securityholders are referred to the Indenture and the TIA Act for a statement of those terms. The Notes Securities are general unsecured senior unsecured subordinated obligations of the Issuers Company limited to $385,000,000 150.0 million aggregate principal amount at maturity (subject to Section 2.1(a) 2.7 of the Indenture, which, inter alia, allows for the issuance of Additional Notes in some circumstances). This Security is one of the Exchange Notes referred to in the Indenture. The Notes Securities include the Initial Notes, Notes and any Private Exchange Note and Exchange Notes issued in exchange for the Initial Notes pursuant to the Indenture and the Registration Rights Agreement, and any Additional Notes actually issued. The Initial Notes, the Private Exchange Notes, Notes and the Exchange Notes and any Additional Notes actually issued are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the Incurrence of Indebtedness by the Company and its Restricted Subsidiaries, the payment of dividends and other distributions on the Capital Stock of the Company and certain of its Restricted Subsidiaries, the purchase or redemption of Capital Stock of the Company and Capital Stock of its Restricted such Subsidiaries, certain purchases or redemptions of Subordinated Obligations, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, the issuance or sale of Capital Stock of Restricted Subsidiaries, the business activities and investments of the Company and its Subsidiaries and transactions with Affiliates, the incurrence of Liens and certain Sale/Leaseback Transactions. In addition, the Indenture limits the ability of the Company and its Restricted Subsidiaries to restrict distributions and dividends from Restricted Subsidiaries. To guarantee the due and punctual payment of the principal and interest, if any, on the Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and such Indenture, the Subsidiary Guarantors have unconditionally guaranteed the Obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Issuers Company issued the Notes under an Indenture dated as of July 27September 23, 2001 1997 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "Indenture"), among ) between the Issuers, USX Corporation, a Delaware corporation (the "Guarantor") Company and The Bank of New York, a New York banking corporation ("the Trustee"). The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (15 U.S.C. U.S. Code Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the "TIA"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such terms, and Noteholders Holders are referred to the Indenture and the TIA such Act for a statement of those such terms. The Notes are general unsecured senior unsecured subordinated obligations of the Issuers Company equal in an aggregate principal amount to $150,000,000 and will mature on September 15, 2007. The Notes are general unsecured senior subordinated obligations of the Company limited to $385,000,000 150,000,000 aggregate principal amount at maturity (subject to Section 2.1(a) 2.7 of the Indenture, which, inter alia, allows for ). This Note is one of the issuance of Additional Initial Notes referred to in some circumstances)the Indenture. The Notes include the Initial Notes, Notes and any Private Exchange Note and Exchange Notes issued in exchange for the Initial Notes pursuant to the Indenture and the Registration Rights Agreement, and any Additional Notes actually issued. The Initial Notes, the Private Exchange Notes, Notes and the Exchange Notes and any Additional Notes actually issued are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the Incurrence incurrence of Indebtedness by the Company and its Restricted Subsidiaries, the payment of dividends and other distributions on the Capital Stock of the Company and its Restricted Subsidiaries, the purchase or redemption of Capital Stock of the Company and Capital Stock of its such Restricted Subsidiaries, certain purchases or redemptions of Indebtedness, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, the issuance or sale of Capital Stock of Restricted Subsidiaries, the Investments of the Company and its Subsidiaries and transactions with Affiliates, the incurrence of Liens and certain Sale/Leaseback Transactions. In addition, the Indenture limits the ability of the Company and its Restricted Subsidiaries to restrict distributions and dividends from Restricted Subsidiaries.

Indenture. The Issuers Company issued the Notes under an Indenture dated as of July 27November 4, 2001 1997 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "Indenture"), among the Issuers, USX Corporation, a Delaware corporation (the "Guarantor") Company and The Bank of New York, a New York banking corporation ("the Trustee"). The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended 1939 (15 U.S.C. Sections (S)(S) ----- 77aaa-77bbbb) as in effect on the date of the Indenture (the "TIAAct"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such terms, and Noteholders are referred to the Indenture and the TIA Act for a statement of those terms. The Notes are general unsecured senior unsecured subordinated obligations of the Issuers Company limited to $385,000,000 275 million aggregate principal amount at maturity (subject to Section 2.1(a) 310 of the Indenture, which, inter alia, allows for ). This Note is one of the issuance of Additional Initial Notes referred to in some circumstances)the Indenture. The Notes include the Initial Notes, Notes and any Private Exchange Note and Exchange Notes issued in exchange for the Initial Notes pursuant to the Indenture and the Registration Rights Agreement, and any Additional Notes actually issued. The Initial Notes, the Private Exchange Notes, Notes and the Exchange Notes and any Additional Notes actually issued are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the Incurrence of Indebtedness by the Company and its Restricted Subsidiaries, the payment of dividends on, and other distributions on the purchase or redemption of, Capital Stock of the Company and its Restricted Subsidiaries, the purchase certain purchases or redemption redemptions of Capital Stock of the Company and Capital Stock of its Restricted SubsidiariesSubordinated Indebtedness, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, investments of the issuance or sale of Capital Stock of Company and its Restricted Subsidiaries, Subsidiaries and transactions with Affiliates, the incurrence of Liens and certain Sale/Leaseback Transactions. In addition, the Indenture limits the ability of the Company and its Restricted Subsidiaries to restrict distributions and dividends from Restricted Subsidiaries.

Indenture. The Issuers Company issued the Notes Securities under an Indenture dated as of July 27February 13, 2001 1998 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "Indenture"), among between the Issuers, USX Corporation, a Delaware corporation (the "Guarantor") Company and The Bank of New York, a New York banking corporation ("the Trustee"). The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended 1939 (15 U.S.C. Sections 77aaa-77bbbbss.sx. 00aaa-77bbbb) as in effect on the date of the Indenture (the "TIAAct"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all such terms, and Noteholders Securityholders are referred to the Indenture and the TIA Act for a statement of those terms. The Notes Securities are general unsecured senior unsecured obligations of the Issuers Company limited to $385,000,000 76.0 million aggregate principal amount at maturity (subject to Section 2.1(a) 2.9 of the Indenture, which, inter alia, allows for the issuance of Additional Notes in some circumstances). This Security is one of the Exchange Securities referred to in the Indenture. The Notes Securities include the Initial Notes, Securities and any Private Exchange Note and Exchange Notes Securities issued in exchange for the Initial Notes Securities pursuant to the Indenture and the Registration Rights Agreement, and any Additional Notes actually issued. The Initial Notes, the Private Exchange Notes, Securities and the Exchange Notes and any Additional Notes actually issued Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on on: the Incurrence of Indebtedness by the Company and its Restricted Subsidiaries, the payment of dividends and other distributions on the Capital Stock of the Company and its Restricted Subsidiaries, the purchase or redemption of Capital Stock of the Company and Capital Stock of such Restricted Subsidiaries, certain purchases or redemptions of Subordinated Indebtedness, the Incurrence of Liens by the Company or its Restricted Subsidiaries, the entering into Sale/Leaseback transactions by the Company or its Restricted Subsidiaries, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, the issuance or sale of Capital Stock of Restricted Subsidiaries, the business activities and investments of the Company and its Restricted Subsidiaries, and transactions with Affiliates, the incurrence of Liens and certain Sale/Leaseback Transactions. In addition, the Indenture limits the ability of the Company and its Restricted Subsidiaries to restrict distributions and dividends from Restricted Subsidiaries.

Indenture. The Issuers Company issued the Notes under an Indenture Indenture, dated as of July 27December 15, 2001 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "Indenture"), among the IssuersCompany, USX Corporationthe subsidiaries of the Company, a Delaware corporation as guarantors (the "GuarantorSubsidiary Guarantors") ), and The Bank of New York, a New York banking corporation ("the Trustee"). The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended 1939 (15 U.S.C. Sections (S)(S) 77aaa-77bbbb) as in effect on the date of the Indenture (the "TIA"). Capitalized terms used herein and not defined herein have the meanings ascribed assigned thereto in the Indenture. The Notes are subject to all such termsterms and provisions of the Indenture, and Noteholders Holders are referred to the Indenture and the TIA for a statement of those termssuch terms and provisions. The Notes are senior subordinated unsecured obligations of the Issuers Company limited to $385,000,000 280,000,000 aggregate principal amount at maturity any one time outstanding (subject to Section 2.1(a) 2.07 of the Indenture, which, inter alia, allows for ). This Note is one of the issuance of Additional Notes referred to in some circumstances)the Indenture. The Notes include the Initial Notes, Additional Notes and any Exchange Notes and Private Exchange Note and Exchange Notes issued in exchange for the Initial Notes pursuant to the Indenture and the Registration Rights Agreement, and any or Additional Notes actually issuedNotes. The Initial Notes, the Private Exchange Additional Notes, the Exchange Notes and any Additional Private Exchange Notes actually issued are treated as a single class of securities notes under the Indenture. The Indenture imposes certain limitations on the Incurrence of Indebtedness by the Company and its Restricted Subsidiaries, the payment of dividends and other distributions on the Capital Stock of Company and its Restricted Subsidiaries, the purchase or redemption of Capital Stock of the Company and Capital Stock of its Restricted Subsidiaries, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, the issuance or sale of Capital Stock of Restricted Subsidiaries, transactions with Affiliates, the incurrence of Liens and certain Sale/Leaseback Transactions. In addition, the Indenture limits the ability of the Company and its Subsidiaries to, among other things, make certain Investments and other Restricted Subsidiaries Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by Subsidiaries, enter into or permit certain transactions with Affiliates and Asset Sales. The Indenture also imposes limitations on the ability of the Company to restrict distributions consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of the property of the Company. To guarantee the due and dividends from Restricted Subsidiariespunctual payment of the principal and interest on the Notes and all other amounts payable by the Company under the Indenture and the Notes when and as the same shall be due and payable, whether, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors jointly and severally, unconditionally guarantee the Obligations of the Company under the Indenture and the Notes on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Issuers issued To the extent that the aggregate amount of Senior Notes under tendered pursuant to an Indenture dated as of July 27, 2001 (as it may be amended or supplemented from time to time in accordance with Asset Sale Offer is less than the terms thereofExcess Proceeds, the Company may use any remaining Excess Proceeds for general corporate purposes. If the aggregate principal amount of Senior Notes surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Senior Notes to be purchased on a pro rata basis, by lot or by such other method as the Trustee deems fair and appropriate. Upon completion of such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. The Asset Sale Offer will remain open for a period of 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the "IndentureAsset Sale Offer Period"). No later than five Business Days after the termination of the Asset Sale Offer Period (the "Asset Sale Purchase Date"), among the Issuers, USX Corporation, a Delaware corporation Company will purchase the principal amount of Senior Notes required to be purchased pursuant to this covenant (the "GuarantorAsset Sale Offer Amount") or, if less than the Asset Sale Offer Amount has been validly tendered and The Bank of New Yorknot properly withdrawn, a New York banking corporation ("all Senior Notes validly tendered and not properly withdrawn in response to the Trustee")Asset Sale Offer. The terms of the Payment for any Senior Notes include those stated so purchased shall be made in the Indenture same manner as interest payments are made on the Senior Notes. If the Asset Sale Purchase Date is on or after an interest record date and those made part of on or before the Indenture by reference related interest payment date, any accrued and unpaid interest and Liquidated Damages, if any, will be paid to the Trust Indenture Act Person in whose name a Senior Note is registered at the close of 1939, as amended (15 U.S.C. Sections 77aaa-77bbbb) as in effect business on the date of the Indenture (the "TIA"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such termsrecord date, and Noteholders are referred no additional interest shall be payable to the Indenture and the TIA for a statement of those terms. The Notes are senior unsecured obligations of the Issuers limited to $385,000,000 aggregate principal amount at maturity (subject to Section 2.1(a) of the Indenture, which, inter alia, allows for the issuance of Additional Notes in some circumstances). The Notes include the Initial Notes, any Private Exchange Note and Exchange Notes issued in exchange for the Initial Holders who tender Senior Notes pursuant to the Indenture Asset Sale Offer. Upon the commencement of an Asset Sale Offer, the Company shall send, by first class mail, a notice to the Trustee and each of the Registration Rights AgreementHolders, and any Additional Notes actually issuedwith a copy to the Trustee. The Initial Notes, notice shall contain all instructions and materials necessary to enable such Holders to tender Senior Notes pursuant to the Private Exchange Notes, the Exchange Notes and any Additional Notes actually issued are treated as a single class of securities under the IndentureAsset Sale Offer. The Indenture imposes certain limitations on Asset Sale Offer shall be made to all Holders. The notice, which shall govern the Incurrence of Indebtedness by the Company and its Restricted Subsidiaries, the payment of dividends and other distributions on the Capital Stock of Company and its Restricted Subsidiaries, the purchase or redemption of Capital Stock terms of the Company and Capital Stock of its Restricted SubsidiariesAsset Sale Offer, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, the issuance or sale of Capital Stock of Restricted Subsidiaries, transactions with Affiliates, the incurrence of Liens and certain Sale/Leaseback Transactions. In addition, the Indenture limits the ability of the Company and its Restricted Subsidiaries to restrict distributions and dividends from Restricted Subsidiaries.shall state:

Indenture. The Issuers Company issued the Notes under an Indenture dated as of July 27September 23, 2001 1997 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "Indenture"), among ) between the Issuers, USX Corporation, a Delaware corporation (the "Guarantor") Company and The Bank of New York, a New York banking corporation ("the Trustee"). The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (15 U.S.C. U.S. Code Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the "TIA"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such terms, and Noteholders Holders are referred to the Indenture and the TIA such Act for a statement of those such terms. The Notes are general unsecured senior unsecured subordinated obligations of the Issuers Company equal in an aggregate principal amount to $150,000,000 and will mature on September 15, 2007. The Notes are general unsecured senior subordinated obligations of the Company limited to $385,000,000 150,000,000 million aggregate principal amount at maturity (subject to Section 2.1(a) 2.7 of the Indenture, which, inter alia, allows for ). This Note is one of the issuance of Additional Initial Notes referred to in some circumstances)the Indenture. The Notes include the Initial Notes, Notes and any Private Exchange Note and Exchange Notes issued in exchange for the Initial Notes pursuant to the Indenture and the Registration Rights Agreement, and any Additional Notes actually issued. The Initial Notes, the Private Exchange Notes, Notes and the Exchange Notes and any Additional Notes actually issued are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the Incurrence incurrence of Indebtedness by the Company and its Restricted Subsidiaries, the payment of dividends and other distributions on the Capital Stock of the Company and its Restricted Subsidiaries, the purchase or redemption of Capital Stock of the Company and Capital Stock of its such Restricted Subsidiaries, certain purchases or redemptions of Indebtedness, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, the issuance or sale of Capital Stock of Restricted Subsidiaries, the Investments of the Company and its Subsidiaries and transactions with Affiliates, the incurrence of Liens and certain Sale/Leaseback Transactions. In addition, the Indenture limits the ability of the Company and its Restricted Subsidiaries to restrict distributions and dividends from Restricted Subsidiaries.

Indenture. The Issuers Company issued the Notes Securities under an Indenture dated as of July 27__________, 2001 1998 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "Indenture"), among between the Issuers, USX Corporation, a Delaware corporation (the "Guarantor") Company and The Bank of New York, a New York banking corporation ("the Trustee"). The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended 1939 (15 U.S.C. Sections xx.xx. 77aaa-77bbbb) as in effect on the date of the Indenture (the "TIAAct"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all such terms, and Noteholders Securityholders are referred to the Indenture and the TIA Act for a statement of those terms. The Notes Securities are general unsecured senior unsecured subordinated obligations of the Issuers Company limited to $385,000,000 200 million aggregate principal amount at maturity (subject to Section 2.1(a) 2.7 of the Indenture, which, inter alia, allows for the issuance of Additional Notes in some circumstances). The aggregate principal amount of notes which may be authenticated and delivered under the Indenture, including the Securities, is limited to $400.0 million (subject to Section 2.7 of the Indenture). This Security is one of the Initial Notes referred to in the Indenture. The Securities include the Initial Notes, Notes and any Private Exchange Note and Exchange Notes issued in exchange for the Initial Notes pursuant to the Indenture and the Registration Rights Agreement, and any Additional Notes actually issued. The Initial Notes, the Private Exchange Notes, Notes and the Exchange Notes and any Additional Notes actually issued are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the Incurrence of Indebtedness by the Company and its Restricted Subsidiaries, the payment of dividends and other distributions on the Capital Stock of the Company and its Restricted Subsidiaries, the purchase or redemption of Capital Stock of the Company and Capital Stock of its Restricted such Subsidiaries, certain purchases or redemptions of Subordinated Obligations, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, the issuance or sale of Capital Stock of Restricted Subsidiaries, the business activities and investments of the Company and its Subsidiaries and transactions with Affiliates, the incurrence of Liens and certain Sale/Leaseback Transactions. In addition, the Indenture limits the ability of the Company and its Restricted Subsidiaries to restrict distributions and dividends from Restricted Subsidiaries. In addition, the Indenture requires Subsidiaries of the Company (in the circumstances specified in Section 4.10 of the Indenture and on the terms and conditions specified in Article XI of the Indenture), to enter into a supplement to the Indenture providing for a guarantee by such Subsidiaries (on a senior subordinated basis) of the due and punctual payment of the principal of, premium (if any) and interest on the Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture.

Indenture. The Issuers Company issued the Notes Securities under an Indenture dated as of July 27May 21, 2001 1997 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "Indenture"), among between the Issuers, USX Corporation, a Delaware corporation (the "Guarantor") Company and The Bank of New York, a New York banking corporation ("the Trustee"). The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended 1939 (15 U.S.C. Sections xx.xx. 77aaa-77bbbb) as in effect on the date of the Indenture (the "TIAAct"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all such terms, and Noteholders Securityholders are referred to the Indenture and the TIA Act for a statement of those terms. The Notes Securities are general unsecured senior unsecured subordinated obligations of the Issuers Company limited to $385,000,000 120 million aggregate principal amount at maturity (subject to Section 2.1(a) 2.7 of the Indenture, which, inter alia, allows for the issuance of Additional Notes in some circumstances). This Security is one of the Initial Notes referred to in the Indenture. The Notes Securities include the Initial Notes, Notes and any Private Exchange Note and Exchange Notes issued in exchange for the Initial Notes pursuant to the Indenture and the Registration Rights Agreement, and any Additional Notes actually issued. The Initial Notes, the Private Exchange Notes, Notes and the Exchange Notes and any Additional Notes actually issued are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the Incurrence of Indebtedness by the Company and its Restricted Subsidiaries, the payment of dividends and other distributions on the Capital Stock of the Company and its Restricted Subsidiaries, the purchase or redemption of Capital Stock of the Company and Capital Stock of its Restricted such Subsidiaries, certain purchases or redemptions of Subordinated Obligations, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, the issuance or sale of Capital Stock of Restricted Subsidiaries, the business activities and investments of the Company and its Subsidiaries and transactions with Affiliates, the incurrence of Liens and certain Sale/Leaseback Transactions. In addition, the Indenture limits the ability of the Company and its Restricted Subsidiaries to restrict distributions and dividends from Restricted Subsidiaries. In addition, the Indenture requires Subsidiaries of the Company (in the circumstances specified in Section 4.10 of the Indenture and on the terms and conditions specified in Article XI of the Indenture), to enter into a supplement to the Indenture providing for a guarantee by such Subsidiaries (on a senior subordinated basis) of the due and punctual payment of the principal of, premium (if any) and interest on the Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture.

Indenture. The Issuers Holdings issued the Senior Discount Notes under an Indenture dated as of July 27June 5, 2001 1998 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "Indenture"), among Holdings and the Issuers, USX Corporation, a Delaware corporation (the "Guarantor") and The Bank of New York, a New York banking corporation ("the Senior Discount Notes Trustee"). The terms of the Senior Discount Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended 1939 (15 U.S.C. Sections xx.xx. 77aaa-77bbbb) as in effect on the date of the Indenture (the "TIA"). Capitalized terms used herein Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Senior Discount Notes are subject to all such terms, and Senior Discount Noteholders are referred to the Indenture and the TIA for a statement of those terms. The Senior Discount Notes are senior unsecured obligations of the Issuers Holdings limited to $385,000,000 87 million aggregate principal amount at maturity at any one time outstanding (subject to Section 2.1(a) 2.07 of the Indenture, which, inter alia, allows for the issuance of Additional Notes in some circumstances). This Senior Discount Note is one of the Initial Senior Discount Notes referred to in the Indenture issued in an aggregate principal amount at maturity of $87 million. The Senior Discount Notes include the Initial Notes, Senior Discount Notes and any Private Exchange Note and Senior Discount Exchange Notes issued in exchange for the Initial Notes pursuant to the Indenture and the Registration Rights Agreement, and any Additional Notes actually issuedSenior Discount Notes. The Initial Notes, Senior Discount Notes and the Private Exchange Notes, the Senior Discount Exchange Notes and any Additional Notes actually issued are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the Incurrence ability of Indebtedness by the Company Holdings and its Restricted SubsidiariesSubsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and other distributions on the Capital Stock of Company and its by such Restricted Subsidiaries, the purchase issue or redemption sell shares of Capital Stock capital stock of the Company and Capital Stock of its such Restricted Subsidiaries, the sale enter into or transfer of assets and Capital Stock of Restricted Subsidiaries, the issuance or sale of Capital Stock of Restricted Subsidiaries, permit certain transactions with Affiliates, the incurrence of create or incur Liens and certain Sale/Leaseback Transactionsmake asset sales. In addition, the The Indenture limits also imposes limitations on the ability of Holdings to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of the Company and its Restricted Subsidiaries to restrict distributions and dividends from Restricted Subsidiariesproperty of Holdings.

Indenture. The Issuers Company issued the Notes Securities under an Indenture dated as of July 27, 2001 [ ] (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "Indenture"), among the IssuersCompany, USX Corporation, a Delaware corporation (the "Guarantor") Subsidiary Guarantors and The Bank of New York, a New York banking corporation ("the Trustee"). The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended 1939 (15 U.S.C. Sections xx.xx. 77aaa-77bbbb) as in effect on the date of the Indenture (the "TIA"). Capitalized terms used herein Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all such terms, and Noteholders Securityholders are referred to the Indenture and the TIA for a statement of those terms. The Notes Securities are senior general unsecured obligations of the Issuers Company limited to $385,000,000 1,000,000,000 aggregate principal amount at maturity (subject to Section 2.1(a) any one time outstanding. This Fixed Rate Note is one of the Securities referred to in the Indenture, which, inter alia, allows for the issuance of Additional Notes in some circumstances). The Notes Securities include the Initial Notes, any Private Exchange Note and Exchange Notes (including both Increasing Rate Notes and Fixed Rate Notes) and any Substitute Exchange Notes (including both Increasing Rate Notes and Fixed Rate Notes) issued in exchange for the Initial Notes pursuant to the Indenture and the Registration Rights Agreement, and any Additional Notes actually issuedExchange Notes. The Initial Notes, the Private Exchange Notes, the Exchange Notes and any Additional the Substitute Exchange Notes actually issued are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the Incurrence of Indebtedness by the Company and its Restricted Subsidiaries, the payment of dividends and other distributions on the Capital Stock of Company and its Restricted Subsidiaries, the purchase or redemption of Capital Stock of the Company and Capital Stock of its Restricted Subsidiaries, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, the issuance or sale of Capital Stock of Restricted Subsidiaries, transactions with Affiliates, the incurrence of Liens and certain Sale/Leaseback Transactions. In addition, the Indenture limits contains covenants that limit the ability of the Company and its Restricted Subsidiaries subsidiaries to, among other things, incur additional indebtedness; issue or sell preferred stock of subsidiaries; pay dividends or distributions on, or redeem or repurchase, capital stock; make investments; engage in transactions with affiliates; create liens on assets; transfer or sell assets; guarantee indebtedness; restrict dividends or other payments of subsidiaries; consolidate, merge or transfer all or substantially all of its assets and the assets of its subsidiaries; and engage in sale and leaseback transactions. These covenants are subject to restrict distributions important exceptions and dividends from Restricted Subsidiariesqualifications.

Indenture. The Issuers Company issued the Notes Securities under an Indenture dated as of July 27, 2001 1997 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "Indenture"), among the IssuersCompany; Funtime Parks, USX CorporationInc., a Delaware corporation Funtime, Inc., Wyandot Lake, Inc., Darien Lake Theme Park and Camping Resort, Inc., D.L. Holdings, Inc., Tierco Maryland, Inc., Tierco Water Park, Inc., Frontier City Properties, Inc., Frontier City Partners, Limited Partnership, [Elitch Gardens subsidiary], [The Great Escape subsidiary] and [Waterworld subsidiary] (collectively, the "GuarantorNote Guarantors") ); and The Bank of New York, a New York banking corporation ("the Trustee"). The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended 1939 (15 U.S.C. Sections 77aaa-77bbbb) as in effect on amended by the date Trust Indenture Reform Act of the Indenture 1990, as it may be amended from time to time (the "TIAAct"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all such terms, and Noteholders Securityholders are referred to the Indenture and the TIA Act for a statement of those terms. The Notes Securities are senior general unsecured obligations of the Issuers Company limited to $385,000,000 $ aggregate principal amount at maturity (subject to Section 2.1(a) 2.07 of the Indenture, which, inter alia, allows for the issuance of Additional Notes in some circumstances). The Notes include the Initial Notes, any Private Exchange Note and Exchange Notes issued in exchange for the Initial Notes pursuant to the Indenture and the Registration Rights Agreement, and any Additional Notes actually issued. The Initial Notes, the Private Exchange Notes, the Exchange Notes and any Additional Notes actually issued are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the Incurrence of Indebtedness by the Company and certain of its Restricted Subsidiaries, the payment of dividends and other distributions on the Capital Stock of the Company and certain of its Restricted Subsidiaries, the purchase or redemption of Capital Stock of the Company and of certain Capital Stock of its Restricted such Subsidiaries, certain purchases or redemptions of Subordinated Obligations, the sale or transfer of assets and Capital Stock Subsidiary stock, the creation of Restricted Subsidiariesliens, the issuance or sale of Capital Stock of Restricted Subsidiaries, the business activities and investments of the Company and certain of its Subsidiaries and transactions with Affiliates, the incurrence of Liens and certain Sale/Leaseback Transactions. In addition, the Indenture limits the ability of the Company and certain of its Restricted Subsidiaries to restrict distributions and dividends from Restricted Subsidiaries. To secure the due and punctual payment of the principal and liquidated damages and interest, if any, on the Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Note Guarantors have unconditionally guaranteed the Obligations on a senior basis pursuant to the terms of the Indenture.

Indenture. The Issuers Company issued the Senior Subordinated Notes under an Indenture dated as of July 27September 30, 2001 1998 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "Senior Indenture"), among the IssuersCompany, USX Corporation, a Delaware corporation (the "Guarantor") Subsidiary Guarantors and The Bank of New York, a New York banking corporation ("the Trustee"). The terms of the Senior Subordinated Notes include those stated in the Senior Indenture and those made part of the Senior Indenture by reference to the Trust Indenture Act of 1939, as amended 1939 (15 U.S.C. Sections (S)(S) 77aaa-77bbbb) as in effect on the date of the Senior Indenture (the "TIAAct"). Capitalized terms used herein Terms defined in the Senior Indenture and not defined herein have the meanings ascribed thereto in the Senior Indenture. The Senior Subordinated Notes are subject to all such terms, and Noteholders Holders are referred to the Senior Indenture and the TIA Act for a statement of those terms. The Senior Subordinated Notes are unsecured senior unsecured subordinated obligations of the Issuers Company and are limited to $385,000,000 170,000,000 in aggregate principal amount outstanding. In the event that the Company is unable to repay the Senior Subordinated Notes at maturity (their stated maturity, the Senior Subordinated Notes will be exchanged, subject to Section 2.1(a) certain conditions, for Increasing Rate Senior Subordinated Notes due 2007 (the "Roll-Over Notes"). This security is one of the Senior Subordinated Notes referred to in the Senior Indenture, which, inter alia, allows for the issuance of Additional Notes in some circumstances). The Notes Senior Subordinated Securities include the Initial Senior Subordinated Notes, any Private Exchange Note Roll-Over Notes issued in exchange for the Senior Subordinated Notes and any Exchange Notes issued in exchange for the Initial Roll-Over Notes pursuant to the Indenture and the Registration Rights Agreement, and any Additional Notes actually issuedSenior Indenture. The Initial Senior Subordinated Notes, the Private Exchange Notes, Roll-Over Notes and the Exchange Notes and any Additional Notes actually issued are treated as a single class of securities under the Senior Indenture. The Senior Indenture imposes certain limitations on the Incurrence of Indebtedness by the Company and its Restricted Subsidiaries, subsidiaries; the payment of dividends and other distributions on payments by the Capital Stock of Company and its Restricted Subsidiaries, the purchase or redemption subsidiaries; Investments; sales of Capital Stock assets of the Company and Capital Stock of its Restricted Subsidiaries, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, the issuance or sale of Capital Stock of Restricted Subsidiaries, subsidiaries; certain transactions with Affiliates; Liens; and consolidations, mergers and transfers of all or substantially all of the incurrence of Liens and certain Sale/Leaseback TransactionsCompany's or its subsidiaries' assets. In addition, the Senior Indenture limits the ability of the Company and its Restricted Subsidiaries to restrict prohibits certain restrictions on distributions and dividends from Restricted Subsidiariessubsidiaries.

Indenture. The Issuers Company issued the Notes under an Indenture dated as of July 27September 23, 2001 1997 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "Indenture"), among ) between the Issuers, USX Corporation, a Delaware corporation (the "Guarantor") Company and The Bank of New York, a New York banking corporation ("the Trustee"). The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (15 U.S.C. Sections U.S. Code Section Section 77aaa-77bbbb) as in effect on the date of the Indenture (the "TIA"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such terms, and Noteholders Holders are referred to the Indenture and the TIA such Act for a statement of those such terms. The Notes are senior general unsecured obligations of the Issuers Company equal in an aggregate principal amount to $175,000,000 and will mature on September 15, 2007. The Notes are general unsecured senior subordinated obligations of the Company limited to $385,000,000 175,000,000 aggregate principal amount at maturity (subject to Section 2.1(a) 2.6 of the Indenture, which, inter alia, allows for ). This Note is one of the issuance of Additional Initial Notes referred to in some circumstances)the Indenture. The Notes include the Initial Notes, Notes and any Private Exchange Note and Exchange Notes issued in exchange for the Initial Notes pursuant to the Indenture and the Registration Rights Agreement, and any Additional Notes actually issued. The Initial Notes, the Private Exchange Notes, Notes and the Exchange Notes and any Additional Notes actually issued are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the Incurrence incurrence of Indebtedness by the Company and its Restricted Subsidiaries, the payment of dividends and other distributions on the Capital Stock Equity Interests of the Company and its Restricted Subsidiaries, the purchase or redemption of Capital Stock Equity Interests of the Company and Capital Stock Equity Interests of its such Restricted Subsidiaries, certain purchases or redemptions of Subordinated Indebtedness, the sale or transfer of assets and Capital Stock Equity Interests of Restricted Subsidiaries, the issuance or sale of Capital Stock Equity Interests of Restricted Subsidiaries, the investments of the Company and its Subsidiaries and transactions with Affiliates, the incurrence of Liens and certain Sale/Leaseback Transactions. In addition, the Indenture limits the ability of the Company and its Restricted Subsidiaries to restrict distributions and dividends from Restricted Subsidiaries.

Indenture. The Issuers Company issued the Notes Securities under an Indenture dated as of July 27November 1, 2001 1996 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "Indenture"), among the IssuersCompany, USX Corporation, a Delaware corporation the Subsidiary Guarantors named therein (the "GuarantorSubsidiary Guarantors") and The Bank of New York, a New York banking corporation ("the Trustee"). The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended 1939 (15 U.S.C. Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the "TIAAct"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all such terms, and Noteholders Securityholders are referred to the Indenture and the TIA Act for a statement of those terms. The Notes Securities are general unsecured senior unsecured subordinated obligations of the Issuers Company limited to $385,000,000 400.0 million aggregate principal amount at maturity (subject to Section 2.1(a) 2.7 of the Indenture, which, inter alia, allows for the issuance of Additional Notes in some circumstances). This Security is one of the Initial Notes referred to in the Indenture. The Notes Securities include the Initial Notes, Notes and any Private Exchange Note and Exchange Notes issued in exchange for the Initial Notes pursuant to the Indenture and the Registration Rights Agreement, and any Additional Notes actually issued. The Initial Notes, the Private Exchange Notes, Notes and the Exchange Notes and any Additional Notes actually issued are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the Incurrence of Indebtedness by the Company and its Restricted Subsidiaries, the payment of dividends and other distributions on the Capital Stock of the Company and its Restricted Subsidiaries, the purchase or redemption of Capital Stock of the Company and Capital Stock of its such Restricted Subsidiaries, certain purchases or redemptions of Subordinated Obligations, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, the issuance or sale of Capital Stock of Restricted Subsidiaries, the investments of the Company and its Subsidiaries and transactions with Affiliates, the incurrence of Liens and certain Sale/Leaseback Transactions. In addition, the Indenture limits the ability of the Company and its Restricted Subsidiaries to restrict distributions and dividends from Restricted Subsidiaries. To guarantee the due and punctual payment of the principal and interest, if any, on the Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have, jointly 100 5 and severally, unconditionally guaranteed such obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Issuers Company issued the Notes Securities under an Indenture dated as of July 27March 4, 2001 2004 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "Indenture"), among between the Issuers, USX Corporation, a Delaware corporation (the "Guarantor") Company and The Bank of New York, a New York banking corporation ("the Trustee"). The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended 1939 (15 U.S.C. Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the "TIAAct"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all such terms, and Noteholders Securityholders are referred to the Indenture and the TIA Act for a statement of those terms. The Notes Securities are general unsecured senior unsecured obligations of the Issuers limited to $385,000,000 aggregate principal amount at maturity (subject to Section 2.1(a) Company. This is one of the Exchange Securities referred to in the Indenture, which, inter alia, allows for the issuance of Additional Notes in some circumstances). The Notes Securities include the Initial NotesSecurities issued on the Issue Date, any Private Exchange Note and Exchange Notes Additional Securities issued in exchange for the Initial Notes pursuant to accordance with Section 2.16 of the Indenture and the Registration Rights Agreement, and any Additional Notes actually issuedExchange Securities. The Initial NotesSecurities, the Private Exchange Notes, Additional Securities and the Exchange Notes and any Additional Notes actually issued Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on on, among other things: the Incurrence of Indebtedness by the Company and its Restricted Subsidiaries, the payment of dividends and other distributions on the Capital Stock of the Company and its Restricted Subsidiaries, the purchase or redemption of Capital Stock of the Company and Capital Stock of such Restricted Subsidiaries, certain purchases or redemptions of Subordinated Obligations, the Incurrence of Liens by the Company or its Restricted Subsidiaries, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, the issuance or sale of Capital Stock of Restricted Subsidiaries, the business activities and investments of the Company and its Restricted Subsidiaries, and transactions with Affiliates, the incurrence of Liens and certain Sale/Leaseback Transactions. In addition, the Indenture limits the ability of the Company and its Restricted Subsidiaries to restrict distributions and dividends from Restricted Subsidiaries.

Indenture. The Issuers Company issued the Notes Securities under an the Fourth Supplemental Indenture dated as of July 27March 31, 2001 2006 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "“Supplemental Indenture"”), among the IssuersCompany, USX Corporationthe Subsidiary Guarantors and the Trustee to the Senior Indenture dated as of December 15, a Delaware corporation 2003 (as it may be amended or supplemented from time to time in accordance with the "Guarantor") terms thereof, the “Original Indenture” and, as amended and The Bank supplemented by the Supplemental Indenture, the “Indenture”). For the sake of New Yorkclarity, a New York banking corporation ("each reference to the Trustee")Indenture shall mean the Original Indenture as amended by the Supplemental Indenture, and future amendments and supplements, the provisions of which relate to the Securities and not future issuances of debt securities under the Original Indenture other than these Securities. The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended 1939 (15 U.S.C. Sections §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the "TIA"“Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all such terms, and Noteholders Holders are referred to the Indenture and the TIA Act for a statement of those terms. The Notes Securities are general unsecured senior unsecured obligations of the Issuers limited to $385,000,000 Company initially issued in aggregate principal amount at maturity (subject to Section 2.1(a) of the Indenture, which, inter alia, allows for the issuance of Additional Notes in some circumstances). The Notes include the Initial Notes, any Private Exchange Note and Exchange Notes issued in exchange for the Initial Notes pursuant to the Indenture and the Registration Rights Agreement, and any Additional Notes actually issued. The Initial Notes, the Private Exchange Notes, the Exchange Notes and any Additional Notes actually issued are treated as a single class of securities under the Indenture$150,000,000. The Indenture imposes certain limitations on the Incurrence of Indebtedness by the Company and its Restricted Subsidiaries, the payment of dividends on, and other distributions on the purchase or redemption of, Capital Stock of the Company and its Restricted Subsidiaries, the purchase certain purchases or redemption redemptions of Capital Stock of the Company and Capital Stock of its Restricted SubsidiariesSubordinated Indebtedness, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, Investments of the issuance or sale of Capital Stock of Company and its Restricted Subsidiaries, Subsidiaries and transactions with Affiliates, the incurrence of Liens and certain Sale/Leaseback Transactions. In addition, the Indenture limits the ability of the Company and its Restricted Subsidiaries to restrict distributions and dividends from Restricted Subsidiaries. To guarantee (i) the full and punctual payment of the principal of, and premium, if any, and interest on the Securities when due, whether at Stated Maturity, by acceleration, by redemption, by required repurchase or otherwise, and all other monetary obligations of the Company under the Indenture and the Securities and (ii) the full and punctual performance within applicable grace periods of all other obligations of the Company under the Indenture and the Securities, each Subsidiary Guarantor has unconditionally and irrevocably guaranteed such obligations pursuant to the terms of the Indenture. The Subsidiary Guarantees shall be unsecured senior subordinated obligations of each Subsidiary Guarantor, ranking pari passu with all other existing and future senior subordinated indebtedness of such Subsidiary Guarantor.

Indenture. The Issuers issued the Notes under an Indenture dated as of July 27February 7, 2001 2012 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "“Indenture"”), among the Issuers, USX Corporation, a Delaware corporation (the "Guarantor") Issuers and The Bank of New York, a New York banking corporation ("the Trustee"). The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended 1939 (15 U.S.C. Sections §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the "“TIA"”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such terms, and Noteholders Holders of the Notes are referred to the Indenture and the TIA for a statement of those terms. The Notes are unsecured senior unsecured obligations of the Issuers initially limited to $385,000,000 aggregate principal amount at maturity (250,000,000, and, subject to compliance with the covenants contained in this Indenture, including Section 2.1(a) 1008 as a new Incurrence of Indebtedness by the Issuers, the Issuers may issue Additional Notes having substantially identical terms and conditions as the Initial Notes in unlimited principal amounts. This Note is one of the Initial Notes referred to in the Indenture, which, inter alia, allows for the issuance of Additional Notes in some circumstances). The Notes include the Initial Notes, Notes and any Private Exchange Note and Exchange Notes issued in exchange for the Initial Notes or Additional Notes pursuant to the Indenture and the Registration Rights Agreement, and any Additional Notes actually issuedIndenture. The Initial Notes, the Private Exchange Notes, Additional Notes and the Exchange Notes and any Additional Notes actually issued are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the Incurrence of Indebtedness by the Company Issuers, and its the Issuers’ Restricted Subsidiaries, the payment of dividends on, and other distributions on the Capital Stock of Company and its Restricted Subsidiaries, the purchase or redemption of Capital Stock of the Company Equity Interests in Mediacom LLC and Capital Stock of its Restricted Subsidiaries, the sale or transfer of assets assets, investments of Mediacom LLC and Capital Stock of its Restricted Subsidiaries, the issuance or sale of Capital Stock of Restricted Subsidiaries, Subsidiaries and transactions with Affiliates, the incurrence of Liens and certain Sale/Leaseback Transactions. In addition, the Indenture limits the ability of the Company Mediacom LLC and its Restricted Subsidiaries to restrict distributions and dividends from Restricted Subsidiaries.

Indenture. The Issuers Issuer issued the Notes under an Indenture dated as of July 27April 20, 2001 1999 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "Indenture"), among between the Issuers, USX Corporation, a Delaware corporation (the "Guarantor") Issuer and The Bank of New York, a New York banking corporation ("the Trustee"). The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (15 U.S.C. Sections 77aaa-77bbbb) as in effect on the date of the Indenture 103 -103- (the "TIA"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such terms, and Noteholders are referred to the Indenture and the TIA for a statement of those terms. The Notes are unsecured senior unsecured obligations of the Issuers Issuer limited to $385,000,000 586,800,000 aggregate principal amount at maturity (subject to Section 2.1(a) 2.7 of the Indenture), which, inter alia, allows for all of which are being offered on the issuance Issue Date. This Note is one of Additional the Exchange Notes referred to in some circumstances)the Indenture. The Notes include the Initial Notes, Notes and any Private Exchange Note Notes and Exchange Notes issued in exchange for the Initial Notes pursuant to the Indenture and the Registration Rights Agreement, and any Additional Notes actually issued. The Initial Notes, the Private Exchange Notes, Notes and the Exchange Notes and any Additional Notes actually issued are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the Incurrence of Indebtedness by the Company Issuer and its Restricted Subsidiaries, the payment of dividends and other distributions on the Capital Stock of Company the Issuer and its Restricted Subsidiaries, the purchase or redemption of Capital Stock of the Company Issuer and Capital Stock of its such Restricted Subsidiaries, certain purchases or redemptions of Subordinated Obligations, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, the issuance or sale of Capital Stock of Restricted Subsidiaries, the investments of the Issuer and its Subsidiaries and transactions with Affiliates, the incurrence of Liens and certain Sale/Leaseback Transactions. In addition, the Indenture limits the ability of the Company Issuer and its Restricted Subsidiaries to restrict distributions and dividends from Restricted Subsidiaries.

Indenture. The Issuers Issuer issued the Notes under an Indenture dated as of July 27May 21, 2001 2003 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "IndentureINDENTURE"), among between the Issuers, USX Corporation, a Delaware corporation (the "Guarantor") Issuer and The Bank of New York, a New York banking corporation ("the Trustee"). The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (15 U.S.C. Sections ss.ss. 77aaa-77bbbb) as in effect on the date of the Indenture (the "TIATXX"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such terms, and Noteholders are referred to the Indenture and the TIA for a statement of those terms. The Notes are unsecured senior unsecured obligations of the Issuers limited to $385,000,000 Issuer and are unlimited in aggregate principal amount at maturity (amount, $200,000,000 of which are being offered on the Issue Date and Additional Notes may be issued after the Issue Date, subject to the limitations set forth in Section 2.1(a) 4.3 of the Indenture, which, inter alia, allows for . This Note is one of the issuance of Additional Exchange Notes referred to in some circumstances)the Indenture. The Notes include the Initial Notes, Notes and any Private Exchange Note Notes and Exchange Notes issued in exchange for the Initial Notes pursuant to the Indenture and the Registration Rights Agreement, and any Additional Notes actually issued. The Initial Notes, the Private Exchange Notes, Notes and the Exchange Notes and any Additional Notes actually issued are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the Incurrence of Indebtedness by the Company Issuer and its Restricted Subsidiaries, the payment of dividends and other distributions on the Capital Stock of Company the Issuer and its Restricted Subsidiaries, the purchase or redemption of Capital Stock of the Company Issuer and Capital Stock of its such Restricted Subsidiaries, certain purchases or redemptions of Subordinated Obligations, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, the issuance or sale of Capital Stock of Restricted Subsidiaries, the investments of the Issuer and its Subsidiaries and transactions with Affiliates, the incurrence of Liens and certain Sale/Leaseback Transactions. In addition, the Indenture limits the ability of the Company Issuer and its Restricted Subsidiaries to restrict distributions and dividends from Restricted Subsidiaries.

Indenture. The Issuers Company issued the Notes Securities under an Indenture dated as of July 27__________, 2001 1998 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "Indenture"), among between the Issuers, USX Corporation, a Delaware corporation (the "Guarantor") Company and The Bank of New York, a New York banking corporation ("the Trustee"). The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended 1939 (15 U.S.C. Sections xx.xx. 77aaa-77bbbb) as in effect on the date of the Indenture (the "TIAAct"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all such terms, and Noteholders Securityholders are referred to the Indenture and the TIA Act for a statement of those terms. The Notes Securities are general unsecured senior unsecured subordinated obligations of the Issuers Company limited to $385,000,000 200 million aggregate principal amount at maturity (subject to Section 2.1(a) 2.7 of the Indenture, which, inter alia, allows for the issuance of Additional Notes in some circumstances). The aggregate principal amount of notes which may be authenticated and delivered under the Indenture, including the Securities, is limited to $400.0 million (subject to Section 2.7 of the Indenture). This Security is one of the Exchange Notes referred to in the Indenture. The Securities include the Initial Notes, Notes and any Private Exchange Note and Exchange Notes issued in exchange for the Initial Notes pursuant to the Indenture and the Registration Rights Agreement, and any Additional Notes actually issued. The Initial Notes, the Private Exchange Notes, Notes and the Exchange Notes and any Additional Notes actually issued are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the Incurrence of Indebtedness by the Company and its Restricted Subsidiaries, the payment of dividends and other distributions on the Capital Stock of the Company and its Restricted Subsidiaries, the purchase or redemption of Capital Stock of the Company and Capital Stock of its Restricted such Subsidiaries, certain purchases or redemptions of Subordinated Obligations, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, the issuance or sale of Capital Stock of Restricted Subsidiaries, the business activities and investments of the Company and its Subsidiaries and transactions with Affiliates, the incurrence of Liens and certain Sale/Leaseback Transactions. In addition, the Indenture limits the ability of the Company and its Restricted Subsidiaries to restrict distributions and dividends from Restricted Subsidiaries. In addition, the Indenture requires Subsidiaries of the Company (in the circumstances specified in Section 4.10 of the Indenture and on the terms and conditions specified in Article XI of the Indenture), to enter into a supplement to the Indenture providing for a guarantee by such Subsidiaries (on a senior subordinated basis) of the due and punctual payment of the principal of, premium (if any) and interest on the Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture.

Indenture. The Issuers Company issued the Notes under an Indenture dated as of July 27December 21, 2001 2010 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "“Indenture"”), among the IssuersCompany, USX Corporationthe Subsidiary Guarantors, a Delaware corporation (the "Guarantor") Collateral Agent and The Bank of New York, a New York banking corporation ("the Trustee"). The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (15 U.S.C. Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the "TIA")Indenture. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such terms, and Noteholders Holders are referred to the Indenture and the TIA Securities Act for a statement of those terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Notes are senior unsecured secured obligations of the Issuers limited to $385,000,000 aggregate principal amount at maturity (subject to Section 2.1(a) Company. This Note is one of the 9.00% Senior Secured Notes due 2018 referred to in the Indenture, which, inter alia, allows for the issuance of Additional Notes in some circumstances). The Notes include (i) $275,000,000 aggregate principal amount of the Company’s 9.00% Senior Secured Notes due 2018 issued under the Indenture on December 21, 2010 (herein called “Initial Notes”), any Private Exchange Note and Exchange (ii) if and when issued, additional 9.00% Senior Secured Notes due 2018 of the Company that may be issued from time to time under the Indenture subsequent to December 21, 2010 (herein called “Additional Notes”). The Indenture contains the terms and restrictions set forth in exchange for the Initial Notes Indenture or made a part of the Indenture pursuant to the Indenture and requirements of the Registration Rights Agreement, and any Additional Notes actually issuedTIA. The Initial NotesIndenture, the Private Exchange Notesamong other things, the Exchange Notes and any Additional Notes actually issued are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on covenants with respect to the following matters: the Incurrence of Indebtedness by the Company and its Restricted Subsidiaries, the payment of dividends and other distributions on the Capital Stock of Company and its Restricted Subsidiariesthe Company, the purchase or redemption of Capital Stock of the Company and Capital Stock Company, certain purchases or redemptions of its Restricted SubsidiariesSubordinated Obligations, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, the issuance or sale of Capital Stock of Restricted Subsidiaries, the incurrence of certain Liens, future Subsidiary Guarantors, the business activities and investments of the Company and its Restricted Subsidiaries and transactions with Affiliates, provided, however, certain of such limitations shall be suspended if the incurrence Notes receive a rating of Liens “BBB-” (or the equivalent) or higher from Standard & Poor’s Rating Services (or its successors) and certain Sale/Leaseback Transactions“Baa3” (or the equivalent) or higher from Xxxxx’x Investors Service, Inc. (or its successors), in each case, with a stable or better outlook. In addition, the Indenture limits the ability of the Company and its Restricted Subsidiaries to enter into agreements that restrict distributions and dividends from Restricted Subsidiaries. The Indenture also imposes requirements with respect to the provision of financial information. The Indenture also contains certain exceptions to the foregoing, and this description is qualified in its entirety by reference to the Indenture.

Indenture. The Issuers Company issued the Notes Securities under an the Third Supplemental Indenture dated as of July 27June 1, 2001 2004 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "“Supplemental Indenture"”), among the IssuersCompany, USX Corporationthe Subsidiary Guarantors and the Trustee to the Senior Indenture dated as of December 15, a Delaware corporation 2003 (as it may be amended or supplemented from time to time in accordance with the "Guarantor") terms thereof, the “Original Indenture” and, as amended and The Bank supplemented by the Supplemental Indenture, the “Indenture”). For the sake of New Yorkclarity, a New York banking corporation ("each reference to the Trustee")Indenture shall mean the Original Indenture as amended by the Supplemental Indenture, and future amendments and supplements, the provisions of which relate to the Securities and not future issuances of debt securities under the Original Indenture other than these Securities. The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended 1939 (15 U.S.C. Sections §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the "TIA"“Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all such terms, and Noteholders Holders are referred to the Indenture and the TIA Act for a statement of those terms. The Notes Securities are general unsecured senior unsecured obligations of the Issuers limited to $385,000,000 Company initially issued in aggregate principal amount at maturity (subject to Section 2.1(a) of the Indenture, which, inter alia, allows for the issuance of Additional Notes in some circumstances). The Notes include the Initial Notes, any Private Exchange Note and Exchange Notes issued in exchange for the Initial Notes pursuant to the Indenture and the Registration Rights Agreement, and any Additional Notes actually issued. The Initial Notes, the Private Exchange Notes, the Exchange Notes and any Additional Notes actually issued are treated as a single class of securities under the Indenture$200,000,000. The Indenture imposes certain limitations on the Incurrence of Indebtedness by the Company and its Restricted Subsidiaries, the payment of dividends on, and other distributions on the purchase or redemption of, Capital Stock of the Company and its Restricted Subsidiaries, the purchase certain purchases or redemption redemptions of Capital Stock of the Company and Capital Stock of its Restricted SubsidiariesSubordinated Indebtedness, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, Investments of the issuance or sale of Capital Stock of Company and its Restricted Subsidiaries, Subsidiaries and transactions with Affiliates, the incurrence of Liens and certain Sale/Leaseback Transactions. In addition, the Indenture limits the ability of the Company and its Restricted Subsidiaries to restrict distributions and dividends from Restricted Subsidiaries. To guarantee (i) the full and punctual payment of the principal of, and premium, if any, and interest on the Securities when due, whether at Stated Maturity, by acceleration, by redemption, by required repurchase or otherwise, and all other monetary obligations of the Company under the Indenture and the Securities and (ii) the full and punctual performance within applicable grace periods of all other obligations of the Company under the Indenture and the Securities, each Subsidiary Guarantor has unconditionally and irrevocably guaranteed such obligations pursuant to the terms of the Indenture. The Subsidiary Guarantees shall be unsecured senior subordinated obligations of each Subsidiary Guarantor, ranking pari passu with all other existing and future senior subordinated indebtedness of such Subsidiary Guarantor.

Indenture. The Issuers Company issued the Notes Securities under an Indenture dated as of July 27November 1, 2001 1996 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "Indenture"), among the IssuersCompany, USX Corporation, a Delaware corporation the Subsidiary Guarantors named therein (the "GuarantorSubsidiary Guarantors") and The Bank of New York, a New York banking corporation ("the Trustee"). The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended 1939 (15 U.S.C. Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the "TIAAct"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all such terms, and Noteholders Securityholders are referred to the Indenture and the TIA Act for a statement of those terms. The Notes Securities are general unsecured senior unsecured subordinated obligations of the Issuers Company limited to $385,000,000 400.0 million aggregate principal amount at maturity (subject to Section 2.1(a) 2.7 of the Indenture, which, inter alia, allows for the issuance of Additional Notes in some circumstances). This Security is one of the Initial Notes referred to in the Indenture. The Notes Securities include the Initial Notes, Notes and any Private Exchange Note and Exchange Notes issued in exchange for the Initial Notes pursuant to the Indenture and the Registration Rights Agreement, and any Additional Notes actually issued. The Initial Notes, the Private Exchange Notes, Notes and the Exchange Notes and any Additional Notes actually issued are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the Incurrence of Indebtedness by the Company and its Restricted Subsidiaries, the payment of dividends and other distributions on the Capital Stock of the Company and its Restricted Subsidiaries, the purchase or redemption of Capital Stock of the Company and Capital Stock of its such Restricted Subsidiaries, certain purchases or redemptions of Subordinated Obligations, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, the issuance or sale of Capital Stock of Restricted Subsidiaries, the investments of the Company and its Subsidiaries and transactions with Affiliates, the incurrence of Liens and certain Sale/Leaseback Transactions. In addition, the Indenture limits the ability of the Company and its Restricted Subsidiaries to restrict distributions and dividends from Restricted Subsidiaries. To guarantee the due and punctual payment of the principal and interest, if any, on the Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have, jointly 114 9 and severally, unconditionally guaranteed such obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Issuers Company issued the Notes Securities under an Indenture dated as of July 27May [ ], 2001 1997 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "Indenture"), among ) between the Issuers, USX Corporation, a Delaware corporation (the "Guarantor") Company and The Bank of New York, a New York banking corporation ("the Trustee"). The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (15 U.S.C. U.S. Code Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the "TIA"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all such terms, and Noteholders Holders are referred to the Indenture and the TIA such Act for a statement of those such terms. The Notes Securities are senior general unsecured obligations of the Issuers Company equal in an aggregate principal amount to $200,000,000 and will mature on [ ], 2007. The Securities are general unsecured senior subordinated obligations of the Company limited to $385,000,000 200.0 million aggregate principal amount at maturity (subject to Section 2.1(a) 2.7 of the Indenture, which, inter alia, allows for the issuance of Additional Notes in some circumstances). This Security is one of the Initial Notes referred to in the Indenture. The Notes Securities include the Initial Notes, Notes and any Private Exchange Note and Exchange Notes issued in exchange for the Initial Notes pursuant to the Indenture and the Registration Rights Agreement, and any Additional Notes actually issued. The Initial Notes, the Private Exchange Notes, Notes and the Exchange Notes and any Additional Notes actually issued are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the Incurrence incurrence of Indebtedness by the Company and its Restricted Subsidiaries, the payment of dividends and other distributions on the Capital Stock of the Company and its Restricted Subsidiaries, the purchase or redemption of Capital Stock of the Company and Capital Stock of its such Restricted Subsidiaries, certain purchases or redemptions of Subordinated Indebtedness, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, the issuance or sale of Capital Stock of Restricted Subsidiaries, the investments of the Company and its Subsidiaries and transactions with Affiliates, the incurrence of Liens and certain Sale/Leaseback Transactions. In addition, the Indenture limits the ability of the Company and its Restricted Subsidiaries to restrict distributions and dividends from Restricted Subsidiaries.

Indenture. The Issuers Company issued the Notes Securities under an Indenture dated as of July 27February 10, 2001 1997 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "Indenture"), among between the Issuers, USX Corporation, a Delaware corporation (the "Guarantor") Company and The Bank of New York, a New York banking corporation ("the Trustee"). The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended 1939 (15 U.S.C. Sections xx.xx. 77aaa-77bbbb) as in effect on the date of the Indenture (the "TIAAct"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all such terms, and Noteholders Securityholders are referred to the Indenture and the TIA Act for a statement of those terms. The Notes Securities are general unsecured senior unsecured subordinated obligations of the Issuers Company limited to $385,000,000 100 million aggregate principal amount at maturity (subject to Section 2.1(a) 2.7 of the Indenture, which, inter alia, allows for the issuance of Additional Notes in some circumstances). This Security is one of the Exchange Notes referred to in the Indenture. The Notes Securities include the Initial Notes, Notes and any Private Exchange Note and Exchange Notes issued in exchange for the Initial Notes pursuant to the Indenture and the Registration Rights Agreement, and any Additional Notes actually issued. The Initial Notes, the Private Exchange Notes, Notes and the Exchange Notes and any Additional Notes actually issued are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the Incurrence of Indebtedness by the Company and its Restricted Subsidiaries, the payment of dividends and other distributions on the Capital Stock of the Company and its Restricted Subsidiaries, the purchase or redemption of Capital Stock of the Company and Capital Stock of its Restricted such Subsidiaries, certain purchases or redemptions of Subordinated Obligations, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, the issuance or sale of Capital Stock of Restricted Subsidiaries, the business activities and investments of the Company and its Subsidiaries and transactions with Affiliates, the incurrence of Liens and certain Sale/Leaseback Transactions. In addition, the Indenture limits the ability of the Company and its Restricted Subsidiaries to restrict distributions and dividends from Restricted Subsidiaries. In addition, the Indenture requires Subsidiaries of the Company (in the circumstances specified in Section 4.10 of the Indenture and on the terms and conditions specified in Article XI of the Indenture), to enter into a supplement to the Indenture providing for a guarantee by such Subsidiaries (on a senior subordinated basis) of the due and punctual payment of the principal of, premium (if any) and interest on the Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture.

Indenture. The Issuers Company issued the Senior Subordinated Notes under an Indenture dated as of July 27June 5, 2001 1998 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "Indenture"), among the IssuersCompany, USX Corporation, a Delaware corporation (Holdings and the "Guarantor") and The Bank of New York, a New York banking corporation ("the Senior Subordinated Notes Trustee"). The terms of the Senior Subordinated Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended 1939 (15 U.S.C. Sections xx.xx. 77aaa-77bbbb) as in effect on the date of the Indenture (the "TIA"). Capitalized terms used herein Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Senior Subordinated Notes are subject to all such terms, and Senior Subordinated Noteholders are referred to the Indenture and the TIA for a statement of those terms. The Senior Subordinated Notes are senior subordinated unsecured obligations of the Issuers Company limited to $385,000,000 500 million aggregate principal amount at maturity (subject any one time outstanding, of which $300 million in aggregate principal amount will be initially issued on the Closing Date. Subject to Section 2.1(a) of the conditions set forth in the Indenture, which, inter alia, allows for the issuance Company may issue up to an additional $200 million aggregate principal amount of Additional Senior Subordinated Notes. This Senior Subordinated Note is one of the Initial Senior Subordinated Notes referred to in some circumstances)the Indenture. The Senior Subordinated Notes include the Initial Original Senior Subordinated Notes, the Additional Senior Subordinated Notes and any Senior Subordinated Exchange Notes and Private Exchange Note and Senior Subordinated Exchange Notes issued in exchange for the Initial Senior Subordinated Notes pursuant to the Indenture and the Registration Rights Agreement, and any Additional Notes actually issuedIndenture. The Initial Original Senior Subordinated Notes, the Private Exchange Additional Senior Subordinated Notes, the Senior Subordinated Exchange Notes and any Additional the Private Senior Subordinated Exchange Notes actually issued are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the Incurrence of Indebtedness by the Company and its Restricted Subsidiaries, the payment of dividends and other distributions on the Capital Stock of Company and its Restricted Subsidiaries, the purchase or redemption of Capital Stock of the Company and Capital Stock of its Restricted Subsidiaries, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, the issuance or sale of Capital Stock of Restricted Subsidiaries, transactions with Affiliates, the incurrence of Liens and certain Sale/Leaseback Transactions. In addition, the Indenture limits the ability of the Company and its Restricted Subsidiaries to restrict to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions and dividends from by such Restricted Subsidiaries, issue or sell shares of capital stock of such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Company to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of the property of the Company. To guarantee the due and punctual payment of the principal and interest, if any, on the Senior Subordinated Notes and all other amounts payable by the Company under the Indenture and the Senior Subordinated Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Senior Subordinated Notes and the Indenture, Holdings has unconditionally guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Issuers Company issued the Notes Securities under an Indenture dated as of July 27June 6, 2001 1997 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "Indenture"), among the Issuers, USX Corporation, a Delaware corporation (the "Guarantor") Company and The Bank of New York, a New York banking corporation ("the Trustee"). The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the 92 2 Trust Indenture Act of 1939, as amended 1939 (15 U.S.C. Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the "TIAAct"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all such terms, and Noteholders Securityholders are referred to the Indenture and the TIA Act for a statement of those terms. The Notes Securities are general unsecured senior unsecured subordinated obligations of the Issuers Company limited to $385,000,000 300.0 million aggregate principal amount at maturity (subject to Section 2.1(a) 2.7 of the Indenture, which, inter alia, allows for the issuance of Additional Notes in some circumstances). This Security is one of the Exchange Notes referred to in the Indenture. The Notes Securities include the Initial Notes, Notes and any Private Exchange Note and Exchange Notes issued in exchange for the Initial Notes pursuant to the Indenture and the Registration Rights Agreement, and any Additional Notes actually issued. The Initial Notes, the Private Exchange Notes, Notes and the Exchange Notes and any Additional Notes actually issued are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the Incurrence of Indebtedness by the Company and its Restricted Subsidiaries, the payment of dividends and other distributions on the Capital Stock of the Company and certain of its Restricted Subsidiaries, the purchase or redemption of Capital Stock of the Company and Capital Stock of its Restricted such Subsidiaries, certain purchases or redemptions of Subordinated Indebtedness, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, the issuance or sale of Capital Stock of Restricted Subsidiaries, the business activities and investments of the Company and its Subsidiaries and transactions with Affiliates, the incurrence of Liens and certain Sale/Leaseback Transactions. In addition, the Indenture limits the ability of the Company and its Restricted Subsidiaries to restrict distributions and dividends from Restricted Subsidiaries.

Indenture. The Issuers Company issued the Notes Securities under an Indenture dated as of July February 27, 2001 1998 (as it may be amended amended, supplemented or supplemented otherwise modified from time to time in accordance with the terms thereof, the "Indenture"), among between the Issuers, USX Corporation, a Delaware corporation (the "Guarantor") Company and The Bank of New York, a New York banking corporation ("the Trustee"). The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended 1939 (15 U.S.C. Sections xx.xx. 77aaa-77bbbb) as in effect on the date of the Indenture (the "TIAAct"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all such terms, and Noteholders Holders are referred to the Indenture and the TIA Act for a statement of those terms. The Notes Securities are secured senior unsecured subordinated obligations of the Issuers Company limited to $385,000,000 100 million aggregate principal amount at maturity (subject to Section 2.1(a) 2.7 of the Indenture). This Security is one of the Initial Notes referred to in the Indenture. The Securities include the Temporary Note, which, inter alia, allows the Initial Notes issued in exchange for the issuance of Additional Notes in some circumstances). The Notes include Temporary Note pursuant to the Initial NotesIndenture, and any Private Exchange Note and Exchange Notes issued in exchange for the Initial Notes pursuant to the Indenture and the Registration Rights Agreement, and any Additional Notes actually issuedStatement. The Initial NotesTemporary Note, the Private Exchange Notes, Initial Notes and the Exchange Notes and any Additional Notes actually issued are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the Incurrence incurrence of Indebtedness by the Company and its Restricted Subsidiaries, the payment of dividends and other distributions on the Capital Stock of the Company and its Restricted Subsidiaries, the purchase or redemption of Capital Stock of the Company and Capital Stock of its such Restricted Subsidiaries, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, the issuance or sale investments of Capital Stock of Restricted Subsidiariesthe Company, its Subsidiaries and transactions with Affiliates, the Liens, dividends and other payment restrictions affecting Subsidiaries, incurrence of Liens senior subordinated Indebtedness senior to the Securities, preferred stock of Subsidiaries, future guarantees and certain Sale/Leaseback Transactionsconduct of business. In addition, the Indenture limits the ability of the Company and its Restricted Subsidiaries to restrict distributions and dividends from Restricted Subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest on the Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors will have, jointly and severally, unconditionally guaranteed such obligations on a senior subordinated basis pursuant to the terms of the Indenture and the Guarantees.

Indenture. The Issuers Company issued the Notes under an Indenture dated as of July 27October 26, 2001 2009 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "“Indenture"”), among the IssuersCompany, USX Corporation, the Guarantors party thereto and the Trustee. This Note is one of a Delaware corporation duly authorized issue of Exchange Notes of the Company designated as its 7.75% Senior Notes due 2019 (the "Guarantor"“Exchange Notes”). The Notes include the Initial Notes and the Exchange Notes (as defined in the Indenture) issued in exchange for the Initial Notes pursuant to the Exchange and Registration Rights Agreement. The Bank Initial Notes and the Exchange Notes are treated as a single class of New York, a New York banking corporation ("Notes under the Trustee")Indenture. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended 1939 (15 U.S.C. Sections § 77aaa-77bbbb) as in effect on the date of the Indenture (the "“TIA"”). Capitalized terms used herein Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such terms, and Noteholders Holders are referred to the Indenture and the TIA for a statement of those terms. Any conflict between this Note and the Indenture will be governed by the Indenture. The Notes are senior unsecured obligations of the Issuers Company limited to $385,000,000 600,000,000 aggregate principal amount at maturity (subject to Section 2.1(a) 2.7 of the Indenture, which, inter alia, allows for the issuance of Additional Notes in some circumstances). The Notes include the Initial Notes, any Private Exchange Note and Exchange Notes issued in exchange for the Initial Notes pursuant to the Indenture and the Registration Rights Agreement, and any Additional Notes actually issued. The Initial Notes, the Private Exchange Notes, the Exchange Notes and any Additional Notes actually issued are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the Incurrence of Indebtedness by the Company and its Restricted Subsidiaries, the payment of dividends and other distributions on the Capital Stock of Company and its Restricted Subsidiaries, the purchase or redemption of Capital Stock of the Company and Capital Stock of its Restricted Subsidiaries, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, the issuance or sale of Capital Stock of Restricted Subsidiaries, transactions with Affiliates, the incurrence of Liens and certain Sale/Leaseback Transactions. In addition, the Indenture limits the ability of the Company Parent and its Restricted Subsidiaries to restrict incur Indebtedness, create Liens, pay dividends on or repurchase Capital Stock of Parent and its Affiliates, make investments, sell Assets, enter into transactions with Affiliates, limit dividends or other distributions and dividends from Restricted Subsidiaries, enter into Sale and Leaseback Transactions, engage in other businesses or merge, consolidate or transfer all or substantially all of the assets of Parent and its Restricted Subsidiaries. To guarantee the due and punctual payment of the principal, premium and interest, if any, on the Notes and all other amounts payable by the Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Guarantors have unconditionally guaranteed the obligations of the Company under the Indenture and the Notes on a senior basis pursuant to the terms of the Indenture.

Indenture. The Issuers Company issued the Dollar Notes under an Indenture dated as of July 27November 5, 2001 2010 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "“Indenture"”), among the IssuersCompany, USX Corporationthe Note Guarantors, a Delaware corporation (the "Guarantor") Trustee and The Bank of New York, a New York banking corporation ("the Trustee")Collateral Agent. The terms of the Dollar Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended 1939 (15 U.S.C. Sections §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the "“TIA"”). Capitalized terms used herein Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Dollar Notes are subject to all such termsterms and provisions of the Indenture, and Noteholders the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of those termssuch terms and provisions. The Prior to the Springing Lien Trigger Date, the Dollar Notes are senior unsecured obligations of the Issuers limited to $385,000,000 aggregate principal amount at maturity (subject to Section 2.1(a) Company. Following the Springing Lien Trigger Date, the Dollar Notes will be senior secured obligations of the Company. This Dollar Note is one of the Initial Notes referred to in the Indenture, which, inter alia, allows for the issuance of Additional Notes in some circumstances). The Notes include the Initial Notes, Dollar Notes and any Private Exchange Note and Exchange Notes issued in exchange for the Initial Dollar Notes pursuant to the Indenture Indenture. The Dollar Notes (including any Exchange Notes issued in exchange therefor) and the Registration Rights Agreement, and Euro Notes issued under the Indenture (including any Additional Notes actually issued. The Initial Notes, the Private Exchange Notes, the Exchange Notes and any Additional issued in exchange therefor) are separate series of Notes actually issued are but will be treated as a single class of securities under the Indenture, except as otherwise stated therein. The Indenture imposes certain limitations on the Incurrence ability of Indebtedness by the Company and its the Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, the payment of dividends and other distributions on the Capital Stock of Company and its Restricted Subsidiaries, the purchase issue or redemption sell shares of Capital Stock of the Company and Capital Stock of its such Restricted Subsidiaries, the sale enter into or transfer of assets and Capital Stock of Restricted Subsidiaries, the issuance or sale of Capital Stock of Restricted Subsidiaries, permit certain transactions with Affiliates, the incurrence of create or incur Liens and certain Sale/Leaseback Transactionsmake Asset Sales. In addition, the The Indenture limits also imposes limitations on the ability of the Company and each Note Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its Restricted Subsidiaries property. To guarantee the due and punctual payment of the principal and interest on the Dollar Notes and all other amounts payable by the Company under the Indenture and the Dollar Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to restrict distributions the terms of the Dollar Notes and dividends from Restricted Subsidiariesthe Indenture, the Note Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior secured basis pursuant to the terms of the Indenture.

Indenture. The Issuers Company issued the Notes under an Indenture dated as of July 27January 21, 2001 1999 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "Indenture"), among between the Issuers, USX Corporation, a Delaware corporation (the "Guarantor") Company and The Bank of New York, a New York banking corporation ("the Trustee"). The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended 1939 (15 U.S.C. Sections ------ (S)(S) 77aaa-77bbbb) as in effect on the date of the Indenture (the "TIAAct"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such terms, and Noteholders are referred to the Indenture and the TIA Act for a statement of those terms. The Notes are senior unsecured obligations Each Noteholder by accepting a Note, agrees to be bound by all of the Issuers limited to $385,000,000 aggregate principal amount at maturity (subject to Section 2.1(a) terms and provisions of the Indenture, which, inter alia, allows for the issuance of Additional Notes in some circumstances)as amended from time to time. The Notes include are general unsecured senior obligations of the Initial Notes, any Private Exchange Company unlimited in aggregate principal amount; $100,000,000 in aggregate principal amount will be initially issued on the Issue Date. This Note and Exchange Notes issued in exchange for is one of the Initial Notes pursuant referred to in the Indenture and the Registration Rights Agreement, and any Additional Notes actually issuedIndenture. The Initial Notes, the Private Exchange Notes, Notes and the Exchange Notes and any Additional Notes actually issued are will be treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the Incurrence of Indebtedness by the Company and its on, among other things: Additional Indebtedness, Restricted SubsidiariesPayments, the payment of dividends Asset Sales, dividend and other distributions on the Capital Stock of Company and its Restricted Subsidiaries, the purchase or redemption of Capital Stock of the Company and Capital Stock of its payment restrictions affecting Restricted Subsidiaries, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, the issuance or sale of Capital Stock of Restricted Subsidiaries, layered Indebtedness, Liens, transactions with Affiliates, Change of Control and conduct of business transactions with Affiliates and payments for consent. The Company may, from time to time, subject to compliance with any other applicable provisions of this Indenture, without the incurrence consent of Liens the Holders, create and certain Sale/Leaseback Transactionsissue pursuant to this Indenture Add On Notes (or the same except for the payment of interest accruing prior to the issue date of such Add On Notes or except for the first payment of interest following the issue date of such Add On Notes), which Add On Notes will be treated, together with any other Outstanding Notes, as a single issue of securities. In additionTo guarantee the due and punctual payment of the principal, premium, if any, and interest on the Notes and all other amounts payable by the Company under the Indenture limits and the ability Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Company Notes and its the Indenture, future Restricted Subsidiaries (except Foreign Subsidiaries) will unconditionally guarantee, jointly and severally, such obligations on a senior basis pursuant to restrict distributions and dividends from Restricted Subsidiariesthe terms of the Indenture.

Indenture. The Issuers Company issued the Junior Subordinated Notes under an Indenture dated as of July 27September 30, 2001 1998 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "Junior Indenture"), among the IssuersCompany, USX Corporation, a Delaware corporation (the "Guarantor") Initial Guarantors and The Bank of New York, a New York banking corporation ("the Trustee"). The terms of the Junior Subordinated Notes include those stated in the Junior Indenture and those made part of the Junior Indenture by reference to the Trust Indenture Act of 1939, as amended 1939 (15 U.S.C. Sections (S)(S) 77aaa-77bbbb) as in effect on the date of the Junior Indenture (the "TIAAct"). Capitalized terms used herein Terms defined in the Junior Indenture and not defined herein have the meanings ascribed thereto in the Junior Indenture. The Junior Subordinated Notes are subject to all such terms, and Noteholders securityholders are referred to the Junior Indenture and the TIA Act for a statement of those terms. The Junior Subordinated Notes are senior unsecured Junior subordinated obligations of the Issuers limited to $385,000,000 Company. The aggregate principal amount of Junior Subordinated Notes at maturity any time outstanding may not exceed the sum of (subject to Section 2.1(ai) of $40,000,000 plus (ii) the Indenture, which, inter alia, allows for the issuance aggregate principal amount of Additional Notes in some circumstances). The Notes include the Initial Notes, any Private Exchange Note and Exchange Junior Subordinated Notes issued in exchange for by the Initial Notes Company pursuant to the terms of the Junior Indenture and in respect of interest accrued on outstanding Junior Subordinated Notes (including outstanding Additional Junior Subordinated Notes). This security is one of the Registration Rights Agreement, and any Additional Junior Subordinated Notes actually issued. The Initial Notes, referred to in the Private Exchange Notes, the Exchange Notes and any Additional Notes actually issued are treated as a single class of securities under the Junior Indenture. The Junior Indenture imposes certain limitations on the Incurrence of Indebtedness by the Company and its Restricted Subsidiaries, subsidiaries; the payment of dividends and other distributions on payments by the Capital Stock of Company and its Restricted Subsidiaries, the purchase or redemption subsidiaries; Investments; sales of Capital Stock assets of the Company and Capital Stock of its Restricted Subsidiaries, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, the issuance or sale of Capital Stock of Restricted Subsidiaries, subsidiaries; certain transactions with Affiliates; Liens; and consolidations, mergers and transfers of all or substantially all of the incurrence of Liens and certain Sale/Leaseback TransactionsCompany's or its subsidiaries' assets. In addition, the Junior Indenture limits the ability of the Company and its Restricted Subsidiaries to restrict prohibits certain restrictions on distributions and dividends from Restricted Subsidiariessubsidiaries.

Indenture. The Issuers Company issued the Notes Securities under an Indenture dated as of July November 27, 2001 1996 (as it such may be amended or supplemented from time to time in accordance with the terms thereoftime, the "Indenture"), among the IssuersCompany, USX Corporation, a Delaware corporation (the "Guarantor") Initial Subsidiary Guarantors and The Bank of New York, a New York banking corporation ("the Trustee"). The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended 1939 (15 U.S.C. Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the "TIAAct"). Capitalized terms used herein Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all such terms, and Noteholders Holders are referred to the Indenture and the TIA Act for a statement of those terms. The Notes Securities are unsecured senior unsecured subordinated obligations of the Issuers Company limited to $385,000,000 150,000,000 aggregate principal amount at maturity any one time outstanding (subject to Section 2.1(a) 2.07 of the Indenture, which, inter alia, allows for the issuance of Additional Notes in some circumstances). This Security is one of the Initial Securities referred to in the Indenture. The Notes Securities include the Initial Notes, Securities and any Private Exchange Note and Exchange Notes Securities issued in exchange for the Initial Notes Securities pursuant to the Indenture and the Registration Rights Agreement, and any Additional Notes actually issuedIndenture. The Initial Notes, the Private Exchange Notes, Securities and the Exchange Notes and any Additional Notes actually issued Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the Incurrence of Indebtedness by the Company and its Restricted Subsidiaries, ; the payment of dividends on, and other distributions on the redemption of, Capital Stock of Company and its Restricted Subsidiaries, the purchase or redemption of Capital Stock of the Company and Capital Stock of its Restricted Subsidiaries, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, the issuance or sale of Capital Stock of Restricted Subsidiaries, transactions with Affiliates, the incurrence of Liens and certain Sale/Leaseback Transactions. In addition, the Indenture limits the ability of the Company and its Restricted Subsidiaries to restrict and the redemption of certain Pari Passu Indebtedness and Subordinated Indebtedness of the Company and its Restricted Subsidiaries; Investments; sales of assets and Restricted Subsidiary Capital Stock; certain transactions with Affiliates of the Company; the sale or issuance of Capital Stock of the Restricted Subsidiaries; the creation of Liens; and consolidations, mergers and transfers of all or substantially all of the Company's assets. In addition, the Indenture prohibits certain restrictions on distributions and dividends from Restricted Subsidiaries. To guarantee the due and punctual payment of the principal, premium and interest, if any, on the Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed the Obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Issuers Company issued the Notes Securities under an Indenture dated as of July 27[ ], 2001 2012 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "“Indenture"”), among the IssuersCompany, USX Corporation, a Delaware corporation (the "Guarantor") Subsidiary Guarantors and The Bank of New York, a New York banking corporation ("the Trustee")Trustee and Collateral Agent. The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended 1939 (15 U.S.C. Sections §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the "TIA"“Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all such terms, and Noteholders Securityholders are referred to the Indenture and the TIA Act for a statement of those terms. In the event of any conflict between the terms of this Security and the Indenture, the terms of the Indenture shall govern and be controlling. The Notes Securities are senior unsecured secured obligations of the Issuers limited Company. This is one of the Initial Securities referred to $385,000,000 aggregate principal amount at maturity (subject to in the Indenture. The Securities include the Initial Securities issued on the Issue Date and any Additional Securities issued in accordance with Section 2.1(a) 2.14 of the Indenture, which, inter alia, allows for the issuance of Additional Notes in some circumstances). The Notes include the Initial Notes, any Private Exchange Note and Exchange Notes issued in exchange for the Initial Notes pursuant to the Indenture and the Registration Rights Agreement, and any Additional Notes actually issued. The Initial Notes, the Private Exchange Notes, the Exchange Notes Securities and any Additional Notes actually issued Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on on, among other things: the Incurrence of Indebtedness by the Company and its Restricted Subsidiaries, the payment of dividends and other distributions on the Capital Stock of the Company and its Restricted Subsidiaries, the purchase or redemption of Capital Stock of the Company and Capital Stock of such Restricted Subsidiaries, certain purchases or redemptions of Subordinated Obligations or Guarantor Subordinated Obligations, the Incurrence of Liens by the Company or its Restricted Subsidiaries, the sale or transfer of assets and Capital Stock of Subsidiaries, certain Sale/Leaseback Transactions involving the Company or any Restricted SubsidiariesSubsidiary, the issuance or sale of Capital Stock of Restricted Subsidiaries, future Subsidiary Guarantors, the business activities and investments of the Company and its Subsidiaries, and transactions with Affiliates, the incurrence of Liens and certain Sale/Leaseback Transactions. In addition, the Indenture limits the ability of the Company and its Restricted Subsidiaries to enter into agreements that restrict distributions and dividends from Restricted Subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest on the Securities and all other amounts payable by the Company under the Indenture, the Securities, the Collateral Documents and the Intercreditor Agreement when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed (and future guarantors, together with the Subsidiary Guarantors, shall unconditionally Guarantee), jointly and severally, such obligations on a senior secured basis pursuant to the terms of the Indenture.

Indenture. The Issuers Company issued the Notes Securities under an Indenture dated as of July 27March 17, 2001 1998 (as it may be amended or supplemented from time to time in accordance accor dance with the terms thereof, the "Indenture"), among the IssuersCompany, USX Corporation, a Delaware corporation (the "Guarantor") Subsidiary Guarantors named therein and The Bank of New York, a New York banking corporation ("the Trustee"). The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended 1939 (15 U.S.C. Sections section 77aaa-77bbbb) as in effect on the date of the Indenture (the "TIAAct"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all such terms, and Noteholders Securityholders are referred to the Indenture and the TIA Act for a statement of those terms. The Notes Securities are general unsecured senior unsecured obligations of the Issuers Company that will rank pari passu in right of payment to all existing and future senior indebtedness of the Company (including the Revolving Credit Facility) and senior to all existing and future subordinated indebtedness of the Company, limited to $385,000,000 174,000,000 aggregate principal amount at maturity (subject to Section 2.1(a) 2.9 of the Indenture, which, inter alia, allows for the issuance of Additional Notes in some circumstances). This Security is one of the Initial Securities referred to in the Indenture. The Notes Securities include the Initial Notes, Securities and any Private Exchange Note and Exchange Notes Securities issued in exchange for the Initial Notes Securities pursuant to the Indenture and the Registration Rights Agreement, and any Additional Notes actually issuedAgree ment. The Initial Notes, the Private Exchange Notes, Securities and the Exchange Notes and any Additional Notes actually issued Securities are treated treated, for all purposes, as a single class of securities under the Indenture. The Indenture imposes certain limitations on on: the Incurrence of Indebtedness by the Company and its Restricted Subsidiaries, the payment of dividends and other distributions on the Capital Stock of the Company and its Restricted Subsidiaries, the purchase or redemption of Capital Stock of the Company and Capital Stock of such Restricted Subsidiaries, certain purchases or redemptions of Subordinated Obligations, the Incurrence of Liens by the Company or its Restricted Subsidiaries, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, the issuance or sale of Capital Stock of Restricted Subsidiaries, the business activities and investments of the Company and its Restricted Subsidiaries and, transactions with Affiliates, the incurrence of Liens and certain Sale/Leaseback Transactions. In addition, the Indenture limits the ability of the Company and its Restricted Subsidiaries to restrict distributions and dividends from Restricted Subsidiaries.

Indenture. The Issuers Company issued the Notes Securities under an Indenture dated as of July 27June 6, 2001 1997 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "Indenture"), among the Issuers, USX Corporation, a Delaware corporation (the "Guarantor") Company and The Bank of New York, a New York banking corporation ("the Trustee"). The terms of the Notes Securities 81 2 include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended 1939 (15 U.S.C. Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the "TIAAct"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all such terms, and Noteholders Securityholders are referred to the Indenture and the TIA Act for a statement of those terms. The Notes Securities are general unsecured senior unsecured subordinated obligations of the Issuers Company limited to $385,000,000 400.0 million aggregate principal amount at maturity (subject to Section 2.1(a) 2.7 of the Indenture, which, inter alia, allows for the issuance of Additional Notes in some circumstances). This Security is one of the Initial Notes referred to in the Indenture. The Notes Securities include the Initial Notes, Notes and any Private Exchange Note and Exchange Notes issued in exchange for the Initial Notes pursuant to the Indenture and the Registration Rights Agreement, and any Additional Notes actually issued. The Initial Notes, the Private Exchange Notes, Notes and the Exchange Notes and any Additional Notes actually issued are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the Incurrence of Indebtedness by the Company and its Restricted Subsidiaries, the payment of dividends and other distributions on the Capital Stock of the Company and its Restricted Subsidiaries, the purchase or redemption of Capital Stock of the Company and Capital Stock of its Restricted such Subsidiaries, certain purchases or redemptions of Subordinated Indebtedness, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, the issuance or sale of Capital Stock of Restricted Subsidiaries, the business activities and investments of the Company and its Subsidiaries and transactions with Affiliates, the incurrence of Liens and certain Sale/Leaseback Transactions. In addition, the Indenture limits the ability of the Company and its Restricted Subsidiaries to restrict distributions and dividends from Restricted Subsidiaries.

Indenture. The Issuers Issuer issued the Notes under an Indenture dated as of July 27March 15, 2001 2000 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "Indenture"), among between the Issuers, USX Corporation, a Delaware corporation (the "Guarantor") Issuer and The Bank of New York, a New York banking corporation ("the Trustee"). The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (15 U.S.C. Sections 77aaa-77bbbbss.sx. 07aaa-77bbbb) as in effect on the date of the Indenture (the "TIA"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such terms, and Noteholders are referred to the Indenture and the TIA for a statement of those terms. The Notes are unsecured senior unsecured obligations of the Issuers Issuer limited to $385,000,000 559,800,000 aggregate principal amount at maturity (subject to Section 2.1(a) 2.7 of the Indenture), which, inter alia, allows for all of which are being offered on the issuance Issue Date. This Note is one of Additional the Initial Notes referred to in some circumstances)the Indenture. The Notes include the Initial Notes, Notes and any Private Exchange Note Notes and Exchange Notes issued in exchange for the Initial Notes pursuant to the Indenture and the Registration Rights Agreement, and any Additional Notes actually issued. The Initial Notes., the Private Exchange Notes, Notes and the Exchange Notes and any Additional Notes actually issued are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the Incurrence of Indebtedness by the Company Issuer and its Restricted Subsidiaries, the payment of dividends and other distributions on the Capital Stock of Company the Issuer and its Restricted 81 6 Subsidiaries, the purchase or redemption of Capital Stock of the Company Issuer and Capital Stock of its such Restricted Subsidiaries, certain purchases or redemptions of Subordinated Obligations, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, the issuance or sale of Capital Stock of Restricted Subsidiaries, the investments of the Issuer and its Subsidiaries and transactions with Affiliates, the incurrence of Liens and certain Sale/Leaseback Transactions. In addition, the Indenture limits the ability of the Company Issuer and its Restricted Subsidiaries to restrict distributions and dividends from Restricted Subsidiaries.

Indenture. The Issuers Company issued the Notes Securities under an the First Supplemental Indenture dated as of July 27December 15, 2001 2003 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "“Supplemental Indenture"”), among the IssuersCompany, USX Corporationthe Subsidiary Guarantors and the Trustee to the Senior Indenture dated as of December 15, a Delaware corporation 2003 (as it may be amended or supplemented from time to time in accordance with the "Guarantor") terms thereof, the “Original Indenture” and, as amended and The Bank supplemented by the Supplemental Indenture, the “Indenture”). For the sake of New Yorkclarity, a New York banking corporation ("each reference to the Trustee")Indenture shall mean the Original Indenture as amended by the Supplemental Indenture, and future amendments and supplements, the provisions of which relate to the Securities and not future issuances of debt securities under the Original Indenture other than these Securities. The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended 1939 (15 U.S.C. Sections §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the "TIA"“Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all such terms, and Noteholders Holders are referred to the Indenture and the TIA Act for a statement of those terms. The Notes Securities are general unsecured senior unsecured obligations of the Issuers limited to $385,000,000 Company initially issued in aggregate principal amount at maturity (subject to Section 2.1(a) of the Indenture, which, inter alia, allows for the issuance of Additional Notes in some circumstances). The Notes include the Initial Notes, any Private Exchange Note and Exchange Notes issued in exchange for the Initial Notes pursuant to the Indenture and the Registration Rights Agreement, and any Additional Notes actually issued. The Initial Notes, the Private Exchange Notes, the Exchange Notes and any Additional Notes actually issued are treated as a single class of securities under the Indenture$200,000,000. The Indenture imposes certain limitations on the Incurrence of Indebtedness by the Company and its Restricted Subsidiaries, the payment of dividends on, and other distributions on the purchase or redemption of, Capital Stock of the Company and its Restricted Subsidiaries, the purchase certain purchases or redemption redemptions of Capital Stock of the Company and Capital Stock of its Restricted SubsidiariesSubordinated Indebtedness, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, Investments of the issuance or sale of Capital Stock of Company and its Restricted Subsidiaries, Subsidiaries and transactions with Affiliates, the incurrence of Liens and certain Sale/Leaseback Transactions. In addition, the Indenture limits the ability of the Company and its Restricted Subsidiaries to restrict distributions and dividends from Restricted Subsidiaries. To guarantee (i) the full and punctual payment of the principal of, and premium, if any, and interest on the Securities when due, whether at Stated Maturity, by acceleration, by redemption, by required repurchase or otherwise, and all other monetary obligations of the Company under the Indenture and the Securities and (ii) the full and punctual performance within applicable grace periods of all other obligations of the Company under the Indenture and the Securities, each Subsidiary Guarantor has unconditionally and irrevocably guaranteed such obligations pursuant to the terms of the Indenture. The Subsidiary Guarantees shall be unsecured senior subordinated obligations of each Subsidiary Guarantor, ranking pari passu with all other existing and future senior subordinated indebtedness of such Subsidiary Guarantor.

Indenture. The Issuers Company issued the Notes under an Indenture dated as of July 2730, 2001 2004 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "Indenture"), ) among the IssuersCompany, USX Corporation, a Delaware corporation (the "Guarantor") Guarantors and The Bank of New York, a New York banking corporation ("the Trustee"). The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (15 U.S.C. Sections 77aaa-77bbbb) as TIA. Terms defined in effect on the date of the Indenture (the "TIA"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such termsthe terms and provisions of the Indenture, and Noteholders Holders are referred to the Indenture and the TIA for a statement of those such terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Notes are senior unsecured obligations of the Issuers limited to $385,000,000 aggregate principal amount at maturity (subject to Section 2.1(a) Company. This Note is one of the Initial Notes referred to in the Indenture, which, inter alia, allows for the issuance of Additional Notes in some circumstances). The Notes include the Initial Notes, any Private Exchange Note Additional Notes and any Exchange Notes issued in exchange for the Initial Notes or Additional Notes pursuant to the Indenture and the Registration Rights Agreement, and any Additional Notes actually issuedIndenture. The Initial Notes, the Private Exchange Notes, the Exchange any Additional Notes and any Additional Exchange Notes actually issued are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the Incurrence ability of Indebtedness by the Company Holdings and its Restricted SubsidiariesSubsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and other distributions on the Capital Stock of Company and its by such Restricted Subsidiaries, the purchase issue or redemption sell shares of Capital Stock capital stock of the Company Holdings and Capital Stock of its such Restricted Subsidiaries, the sale enter into or transfer of assets and Capital Stock of Restricted Subsidiaries, the issuance or sale of Capital Stock of Restricted Subsidiaries, permit certain transactions with Affiliates, the incurrence of create or Incur Liens and certain Sale/Leaseback Transactionsmake asset sales. In addition, the The Indenture limits also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its Restricted Subsidiaries property. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to restrict distributions the terms of the Notes and dividends from Restricted Subsidiariesthe Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Obligations of the Company under the Notes on a senior unsecured basis pursuant to the terms of the Indenture.

Indenture. The Issuers Company issued the Notes under an Indenture dated as of July June 27, 2001 1997 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "Indenture"), ) among the IssuersCompany, USX Corporation, a Delaware corporation (the "Guarantor") Subsidiary Guarantors and The Bank of New York, a New York banking corporation ("the Trustee"). The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (15 U.S.C. U.S. Code Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the "TIA"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such terms, and Noteholders Holders are referred to the Indenture and the TIA such Act for a statement of those such terms. The Notes are senior general unsecured obligations of the Issuers Company equal in an aggregate principal amount to $225,000,000 and will mature on June 15, 2007. The Notes are general unsecured senior subordinated obligations of the Company limited to $385,000,000 225,000,000 million aggregate principal amount at maturity (subject to Section 2.1(a) 2.6 of the Indenture, which, inter alia, allows for ). This Note is one of the issuance of Additional Initial Notes referred to in some circumstances)the Indenture. The Notes include the Initial Notes, Notes and any Private Exchange Note and Exchange Notes issued in exchange for the Initial Notes pursuant to the Indenture and the Registration Rights Agreement, and any Additional Notes actually issued. The Initial Notes, the Private Exchange Notes, Notes and the Exchange Notes and any Additional Notes actually issued are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the Incurrence incurrence of Indebtedness by the Company and its Restricted Subsidiaries, the payment of dividends and other distributions on the Capital Stock of the Company and its Restricted Subsidiaries, the purchase or redemption of Capital Stock of the Company and Capital Stock of its such Restricted Subsidiaries, certain purchases or redemptions of Subordinated Indebtedness, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, the issuance or sale of Capital Stock of Restricted Subsidiaries, the investments of the Company and its Subsidiaries and transactions with Affiliates, the incurrence of Liens and certain Sale/Leaseback Transactions. In addition, the Indenture limits the ability of the Company and its Restricted Subsidiaries to restrict distributions and dividends from Restricted Subsidiaries.

Indenture. The Issuers Issuer issued the New Discount Notes under an Indenture dated as of July 27, 2001 ______________ (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "Indenture"), among the Issuers, USX Corporation, a Delaware corporation (the "Guarantor") Issuer and The Bank of New York, a New York banking corporation ("the Trustee"). The terms of the New Discount Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended 1939 (15 U.S.C. Sections (S)(S) 77aaa-77bbbb) as in effect on the date of the Indenture (the "TIAAct"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The New Discount Notes are subject to all such terms, and Noteholders are referred to the Indenture and the TIA Act for a statement of those terms. The New Discount Notes are unsecured senior unsecured obligations of the Issuers Issuer limited to $385,000,000 66,809,539.40 aggregate principal amount at maturity (without taking into account the payment required by clause (c) of this Section 301 and Section 2 of the New Discount Notes and subject to Section 2.1(a) 310 of the Indenture, which, inter alia, allows for the issuance of Additional Notes in some circumstances). This New Discount Note is one of the New Discount Notes referred to in the Indenture. The New Discount Notes evidence indebtedness previously evidenced by the Original Discount Notes which were issued pursuant to the Note Purchase Agreement. The Discount Notes include the Initial Notes, Original Discount Notes and any Private Exchange Note and Exchange New Discount Notes issued in exchange for the Initial Original Discount Notes pursuant to the Indenture and the Registration Rights Note Purchase Agreement, and any Additional Notes actually issued. The Initial Notes, the Private Exchange Notes, the Exchange Notes and any Additional Notes actually issued are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the Incurrence of Indebtedness by the Issuer, Details Capital, the Company and its the Issuer's Restricted Subsidiaries, the payment of dividends on, and other distributions on the Capital Stock of Company and its Restricted Subsidiaries, the purchase or redemption of of, Capital Stock of the Company Issuer and Capital Stock of its Restricted Subsidiaries, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, investments of the issuance or sale of Capital Stock of Issuer and its Restricted Subsidiaries, Subsidiaries and transactions with Affiliates, the incurrence of Liens and certain Sale/Leaseback Transactions. In addition, the Indenture limits the ability of the Company Issuer and its Restricted Subsidiaries to restrict distributions and dividends from Restricted Subsidiaries.

Indenture. The Issuers Issuer issued the Notes under an Indenture dated as of July 27June 26, 2001 1998 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "Indenture"), among between the Issuers, USX Corporation, a Delaware corporation (the "Guarantor") Issuer and The Bank of New York, a New York banking corporation ("the Trustee"). The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (15 U.S.C. Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the "TIA"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such terms, and Noteholders are referred to the Indenture and the TIA for a statement of those terms. The Notes are unsecured senior unsecured obligations of the Issuers Issuer limited to $385,000,000 225,238,000 aggregate principal amount at maturity (subject to Section 2.1(a) 2.7 of the Indenture), which, inter alia, allows for all of which are being offered on the issuance Issue Date This Note is one of Additional the Initial Notes referred to in some circumstances)the Indenture. The Notes include the Initial Notes, Notes and any Private Exchange Note Notes and Exchange Notes issued in exchange for the Initial Notes pursuant to the Indenture and the Registration Rights Agreement, and any Additional Notes actually issued. The Initial Notes, the Private Exchange Notes, Notes and the Exchange Notes and any Additional Notes actually issued are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the Incurrence of Indebtedness by the Company Issuer and its Restricted Subsidiaries, the payment of dividends and other distributions on the Capital Stock of Company the Issuer and its Restricted Subsidiaries, the purchase or redemption of Capital Stock of the Company Issuer and Capital Stock of its such Restricted Subsidiaries, certain purchases or redemptions of Subordinated Obligations, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, the issuance or sale of Capital Stock of Restricted Subsidiaries, the investments of the Issuer and its Subsidiaries and transactions with Affiliates, the incurrence of Liens and certain Sale/Leaseback Transactions. In addition, the Indenture limits the ability of the Company Issuer and its Restricted Subsidiaries to restrict distributions and dividends from Restricted Subsidiaries.

Indenture. The Issuers Holdings issued the Senior Discount Notes under an Indenture dated as of July 27June 5, 2001 1998 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "Indenture"), among Holdings and the Issuers, USX Corporation, a Delaware corporation (the "Guarantor") and The Bank of New York, a New York banking corporation ("the Senior Discount Notes Trustee"). The terms of the Senior Discount Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended 1939 (15 U.S.C. Sections 77aaa-77bbbbxx.xx. 77aaa- 77bbbb) as in effect on the date of the Indenture (the "TIA"). Capitalized terms used herein Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Senior Discount Notes are subject to all such terms, and Senior Discount Noteholders are referred to the Indenture and the TIA for a statement of those terms. The Senior Discount Notes are senior unsecured obligations of the Issuers Holdings limited to $385,000,000 87 million aggregate principal amount at maturity (subject to Section 2.1(a) at any one time outstanding. This Senior Discount Note is one of the Initial Senior Discount Notes referred to in the Indenture, which, inter alia, allows for the issuance of Additional Notes in some circumstances). The Senior Discount Notes include the Initial Notes, Senior Discount Notes and any Senior Discount Exchange Notes and Private Exchange Note and Senior Discount Exchange Notes issued in exchange for the Initial Senior Discount Notes pursuant to the Indenture and the Registration Rights Agreement, and any Additional Notes actually issuedIndenture. The Initial Senior Discount Notes, the Private Exchange Notes, the Senior Discount Exchange Notes and any Additional the Private Senior Discount Exchange Notes actually issued are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the Incurrence ability of Indebtedness by the Company Holdings and its Restricted SubsidiariesSubsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and other distributions on the Capital Stock of Company and its by such Restricted Subsidiaries, the purchase issue or redemption sell shares of Capital Stock capital stock of the Company and Capital Stock of its such Restricted Subsidiaries, the sale enter into or transfer of assets and Capital Stock of Restricted Subsidiaries, the issuance or sale of Capital Stock of Restricted Subsidiaries, permit certain transactions with Affiliates, the incurrence of create or incur Liens and certain Sale/Leaseback Transactionsmake Asset Sales. In addition, the The Indenture limits also imposes limitations on the ability of Holdings to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of the Company and its Restricted Subsidiaries to restrict distributions and dividends from Restricted Subsidiariesproperty of Holdings.

Indenture. The Issuers Company issued the Notes under an Indenture dated as of July 27January 23, 2001 2003 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "Indenture"), among the IssuersCompany, USX Corporation, a Delaware corporation the Note Guarantors (as defined in the "Guarantor"Indenture) and The Bank of New York, a New York banking corporation ("the Trustee"). The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended 1939 (15 U.S.C. Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the "TIA"). Capitalized terms used herein Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such termsterms and provisions of the Indenture, and Noteholders Holders are referred to the Indenture and the TIA for a statement of those termssuch terms and provisions. The Notes are senior subordinated unsecured obligations of the Issuers limited to $385,000,000 aggregate principal amount at maturity (subject to Section 2.1(a) Company. This Note is one of the [Exchange] [Additional] Notes referred to in the Indenture, which, inter alia, allows for the issuance of Additional Notes in some circumstances). The Notes include the Initial Original Notes, the Additional Notes and any Exchange Notes and Private Exchange Note and Exchange Notes issued in exchange for the Initial Notes pursuant to the Indenture and the Registration Rights Agreement, and any Additional Notes actually issuedIndenture. The Initial Original Notes, the Private Exchange Additional Notes, the Exchange Notes and any Additional the Private Exchange Notes actually issued are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the Incurrence of Indebtedness by the Company and its Restricted Subsidiaries, the payment of dividends and other distributions on the Capital Stock of Company and its Restricted Subsidiaries, the purchase or redemption of Capital Stock of the Company and Capital Stock of its Restricted Subsidiaries, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, the issuance or sale of Capital Stock of Restricted Subsidiaries, transactions with Affiliates, the incurrence of Liens and certain Sale/Leaseback Transactions. In addition, the Indenture limits the ability of the Company and its Restricted Subsidiaries to restrict to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions and dividends from by such Restricted Subsidiaries, issue or sell shares of capital stock of such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, sell assets and enter into new lines of business. The Indenture also imposes limitations on the ability of the Company to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of the property of the Company. To guarantee the due and punctual payment of the principal and interest, if any, on the Notes and all other amounts payable by the Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Note Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior basis subordinated pursuant to the terms of the Indenture.

Indenture. The Issuers Company issued the Notes under an Indenture dated as of July 27November 18, 2001 1997 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "Indenture"), among between the Issuers, USX Corporation, a Delaware corporation (the "Guarantor") Company and The Bank of New York, a New York banking corporation ("the Trustee"). The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended 1939 (15 U.S.C. Sections (S)(S) 77aaa-77bbbb) as in effect on the date of the Indenture (the "TIAAct"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. ------------------------------- /2/ Include only for the Exchange Notes The Notes are subject to all such terms, and Noteholders are referred to the Indenture and the TIA Act for a statement of those terms. The Notes are general unsecured senior unsecured subordinated obligations of the Issuers Company limited to $385,000,000 100 million aggregate principal amount at maturity (subject to Section 2.1(a) 310 of the Indenture, which, inter alia, allows for ). This Note is one of the issuance of Additional [Initial]/3/ Notes referred to in some circumstances)the Indenture. The Notes include the Initial Notes, Notes and any Private Exchange Note and Exchange Notes issued in exchange for the Initial Notes pursuant to the Indenture and the Registration Rights Agreement, and any Additional Notes actually issued. The Initial Notes, the Private Exchange Notes, Notes and the Exchange Notes and any Additional Notes actually issued are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the Incurrence of Indebtedness by the Company and its Restricted Subsidiaries, the payment of dividends on, and other distributions on the purchase or redemption of, Capital Stock of the Company and its Restricted Subsidiaries, the purchase certain purchases or redemption redemptions of Capital Stock of the Company and Capital Stock of its Restricted SubsidiariesSubordinated Indebtedness, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, investments of the issuance or sale of Capital Stock of Company and its Restricted Subsidiaries, Subsidiaries and transactions with Affiliates, the incurrence of Liens and certain Sale/Leaseback Transactions. In addition, the Indenture limits the ability of the Company and its Restricted Subsidiaries to restrict distributions and dividends from Restricted Subsidiaries.

Indenture. The Issuers Company issued the Notes Securities under an Indenture dated as of July 27February 17, 2001 1998 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "Indenture"), among the Issuers, USX Corporation, a Delaware corporation (the "Guarantor") Company and The Bank of New York, a New York banking corporation ("the Trustee"). The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended 1939 (15 U.S.C. Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the "TIAAct"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all such terms, and Noteholders Securityholders are referred to the Indenture and the TIA Act for a statement of those terms. The Notes Securities are general unsecured senior unsecured subordinated obligations of the Issuers Company limited to $385,000,000 100 million aggregate principal amount at maturity (subject to Section 2.1(a) 2.7 of the Indenture, which, inter alia, allows for the issuance of Additional Notes in some circumstances). This Security is one of the Initial Notes referred to in the Indenture. The Notes Securities include the Initial Notes, Notes and any Private Exchange Note and Exchange Notes issued in exchange for the Initial Notes pursuant to the Indenture and the Registration Rights Agreement, and any Additional Notes actually issued. The Initial Notes, the Private Exchange Notes, Notes and the Exchange Notes and any Additional Notes actually issued are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the Incurrence of Indebtedness by the Company and its Restricted Subsidiaries, the payment of dividends and other distributions on the Capital Stock of the Company and its Restricted Subsidiaries, the purchase or redemption of Capital Stock of the Company and Capital Stock of its Restricted such Subsidiaries, certain purchases or redemptions of Subordinated Indebtedness, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, the issuance or sale of Capital Stock of Restricted Subsidiaries, the business activities and investments of the Company and its Subsidiaries and transactions with Affiliates, the incurrence of Liens and certain Sale/Leaseback Transactions. In addition, the Indenture limits the ability of the Company and its Restricted Subsidiaries to restrict distributions and dividends from Restricted Subsidiaries.

Indenture. The Issuers Company issued the Notes under an Indenture dated as of July 27January 30, 2001 1998 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "Indenture"), among between the Issuers, USX Corporation, a Delaware corporation (the "Guarantor") Company and The Bank of New York, a New York banking corporation ("the Trustee"). The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended 1939 (15 U.S.C. Sections 77aaa-77bbbbxx.xx. 77aaa77bbbb) as in effect on the date of the Indenture (the "TIAAct"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such terms, and Noteholders are referred to the Indenture and the TIA Act for a statement of those terms. The Notes are general unsecured senior unsecured obligations of the Issuers Company limited to $385,000,000 430 million aggregate principal amount at maturity (subject to Section 2.1(a) 310 of the Indenture, which, inter alia, allows for ). This Note is one of the issuance of Additional [Initial]1/ Notes referred to in some circumstances)the Indenture. The Notes include the Initial Notes, Notes and any Private Exchange Note and Exchange Notes issued in exchange for the Initial Notes pursuant to the Indenture and the Registration Rights Agreement, and any Additional Notes actually issued. The Initial Notes, the Private Exchange Notes, Notes and the Exchange Notes and any Additional Notes actually issued are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the Incurrence of Indebtedness by the Company and its Restricted Subsidiaries, the payment of dividends on, and other distributions on the purchase or redemption of, Capital Stock of the Company and its Restricted Subsidiaries, the purchase certain purchases or redemption redemptions of Capital Stock of the Company and Capital Stock of its Restricted SubsidiariesSubordinated Indebtedness, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, investments of the issuance or sale of Capital Stock of Company and its Restricted Subsidiaries, Subsidiaries and transactions with Affiliates, the incurrence of Liens and certain Sale/Leaseback Transactions. In addition, the Indenture limits the ability of the Company and its Restricted Subsidiaries to restrict distributions and dividends from Restricted Subsidiaries.

Indenture. The Issuers Company issued the Notes Securities under an Indenture dated as of July 27December 19, 2001 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "Indenture"), among the IssuersCompany, USX Corporation, a Delaware corporation (the "Guarantor") Subsidiary Guarantors and The Bank of New York, a New York banking corporation ("the Trustee"). The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended 1939 (15 U.S.C. Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the "TIAAct"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all such terms, and Noteholders Securityholders are referred to the Indenture and the TIA Act for a statement of those terms. The Notes Securities are general unsecured senior unsecured subordinated obligations of the Issuers limited to $385,000,000 Company initially issued in aggregate principal amount at maturity (of $100,000,000, but subject to Section 2.1(a) additional issuances under the Indenture. This Security is one of the Series C Notes referred to in the Indenture, which, inter alia, allows for the issuance of Additional Notes in some circumstances). The Notes Securities include the Initial Notes, Series C Notes and any Private Exchange Note and Exchange Series D Notes issued in exchange for the Initial Series C Notes pursuant to the Indenture and the Registration Rights Agreement, and any Additional Notes actually issued. The Initial Notes, the Private Exchange Notes, the Exchange Series C Notes and any Additional the Series D Notes actually issued are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the Incurrence of Indebtedness by the Company and its Restricted Subsidiaries, the payment of dividends on, and other distributions on the purchase or redemption of, Capital Stock of the Company and its Restricted Subsidiaries, the purchase certain purchases or redemption redemptions of Capital Stock of the Company and Capital Stock of its Restricted SubsidiariesSubordinated Indebtedness, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, investments of the issuance or sale of Capital Stock of Company and its Restricted Subsidiaries, Subsidiaries and transactions with Affiliates, the incurrence of Liens and certain Sale/Leaseback Transactions. In addition, the Indenture limits the ability of the Company and its Restricted Subsidiaries to restrict distributions and dividends from Restricted Subsidiaries.

Indenture. The Issuers Holdings issued the Discount Notes under an Indenture dated as of July 27November 18, 2001 1997 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "Indenture"), among the Issuers, USX Corporation, a Delaware corporation (the "Guarantor") Holdings and The Bank of New York, a New York banking corporation ("the Trustee"). The terms of the Discount Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended 1939 (15 U.S.C. Sections (S)(S) 77aaa-77bbbb) as in effect on the date of the Indenture (the ------------------------- /2/ Include only for the Exchange Notes - "TIAAct"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Discount Notes are subject to all such terms, and Noteholders are referred to the Indenture and the TIA Act for a statement of those terms. The Discount Notes are unsecured senior unsecured obligations of the Issuers Holdings limited to $385,000,000 110 million aggregate principal amount at maturity (subject to Section 2.1(a) 310 of the Indenture, which, inter alia, allows for the issuance of Additional Notes in some circumstances). This Discount Note is one of the Initial Discount Notes referred to in the Indenture. The Discount Notes include the Initial Notes, Discount Notes and any Private Exchange Note and Exchange Discount Notes issued in exchange for the Initial Discount Notes pursuant to the Indenture and the Registration Rights Agreement, and any Additional Notes actually issued. The Initial Notes, the Private Exchange Notes, Discount Notes and the Exchange Discount Notes and any Additional Notes actually issued are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the Incurrence of Indebtedness by Holdings, the Company and its Holdings' Restricted Subsidiaries, the payment of dividends on, and other distributions on the Capital Stock of Company and its Restricted Subsidiaries, the purchase or redemption of of, Capital Stock of the Company Holdings and Capital Stock of its Restricted Subsidiaries, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, the issuance or sale investments of Capital Stock of Holdings and its Restricted Subsidiaries, Subsidiaries and transactions with Affiliates, the incurrence of Liens and certain Sale/Leaseback Transactions. In addition, the Indenture limits the ability of the Company Holdings and its Restricted Subsidiaries to restrict distributions and dividends from Restricted Subsidiaries.

Indenture. The Issuers Company issued the Notes Securities under an Indenture dated as of July 27February 10, 2001 1997 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "Indenture"), among between the Issuers, USX Corporation, a Delaware corporation (the "Guarantor") Company and The Bank of New York, a New York banking corporation ("the Trustee"). The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended 1939 (15 U.S.C. Sections xx.xx. 77aaa-77bbbb) as in effect on the date of the Indenture (the "TIAAct"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all such terms, and Noteholders Securityholders are referred to the Indenture and the TIA Act for a statement of those terms. The Notes Securities are general unsecured senior unsecured subordinated obligations of the Issuers Company limited to $385,000,000 100 million aggregate principal amount at maturity (subject to Section 2.1(a) 2.7 of the Indenture, which, inter alia, allows for the issuance of Additional Notes in some circumstances). This Security is one of the Initial Notes referred to in the Indenture. The Notes Securities include the Initial Notes, Notes and any Private Exchange Note and Exchange Notes issued in exchange for the Initial Notes pursuant to the Indenture and the Registration Rights Agreement, and any Additional Notes actually issued. The Initial Notes, the Private Exchange Notes, Notes and the Exchange Notes and any Additional Notes actually issued are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the Incurrence of Indebtedness by the Company and its Restricted Subsidiaries, the payment of dividends and other distributions on the Capital Stock of the Company and its Restricted Subsidiaries, the purchase or redemption of Capital Stock of the Company and Capital Stock of its Restricted such Subsidiaries, certain purchases or redemptions of Subordinated Obligations, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, the issuance or sale of Capital Stock of Restricted Subsidiaries, the business activities and investments of the Company and its Subsidiaries and transactions with Affiliates, the incurrence of Liens and certain Sale/Leaseback Transactions. In addition, the Indenture limits the ability of the Company and its Restricted Subsidiaries to restrict distributions and dividends from Restricted Subsidiaries. In addition, the Indenture requires Subsidiaries of the Company (in the circumstances specified in Section 4.10 of the Indenture and on the terms and conditions specified in Article XI of the Indenture), to enter into a supplement to the Indenture providing for a guarantee by such Subsidiaries (on a senior subordinated basis) of the due and punctual payment of the principal of, premium (if any) and interest on the Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture.

Indenture. The Issuers Company issued the Notes Securities under an Indenture dated as of July 27December 9, 2001 2003 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "Indenture"), among between the Issuers, USX Corporation, a Delaware corporation (the "Guarantor") Company and The Bank of New York, a New York banking corporation ("the Trustee"). The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended 1939 (15 U.S.C. Sections Sec.Sec. 77aaa-77bbbb) as in effect on the date of the Indenture (the "TIATrust Indenture Act"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all such terms, and Noteholders Securityholders are referred to the Indenture and the TIA Trust Indenture Act for a statement of those terms. The Notes Securities are senior unsecured obligations of the Issuers limited to $385,000,000 aggregate principal amount at maturity (subject to Section 2.1(a) Company. The Security is one of the Exchange Securities referred to in the Indenture, which, inter alia, allows for the issuance of Additional Notes in some circumstances). The Notes Securities include the Initial NotesSecurities issued on the Issue Date, any Private Additional Securities issued in accordance with Section 2.15 of the Indenture and any Exchange Note and Exchange Notes Securities issued in exchange for the Initial Notes Securities pursuant to the Indenture and the Registration Rights Agreement, and any Additional Notes actually issued. The Initial NotesSecurities, the Private Exchange Notes, any Additional Securities and the Exchange Notes and any Additional Notes actually issued Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the Incurrence of Indebtedness by the Company and its Restricted Subsidiaries, the payment of dividends and other distributions on the Capital Stock of Company and its Restricted Subsidiaries, the purchase or redemption of Capital Stock of the Company and Capital Stock of its Restricted Subsidiaries, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, the issuance or sale of Capital Stock of Restricted Subsidiaries, transactions with Affiliates, the incurrence of Liens and certain Sale/Leaseback Transactions. In addition, the Indenture limits the ability of the Company and its Restricted Significant Subsidiaries to restrict distributions create Liens, sell Voting Stock of Significant Subsidiaries and dividends from Restricted Subsidiariesenter into mergers and consolidations.

Indenture. The Issuers Company issued the Notes under an Indenture dated as of July 27December 26, 2001 2002 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "Indenture"), among the IssuersCompany, USX Corporation, a Delaware corporation (the "Guarantor") Guarantors and The Bank of New York, a New York banking corporation ("the Trustee"). The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (15 U.S.C. Sections 77aaa-77bbbb) as TIA. Terms defined in effect on the date of the Indenture (the "TIA"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such terms, and Noteholders are referred to the Indenture and the TIA for a statement of those terms. The Notes are the senior unsecured subordinated secured obligations of the Issuers Company and are limited to $385,000,000 4,000,000,000 in aggregate principal amount at maturity (subject to Section 2.1(a) outstanding, of which $[ ] in aggregate principal amount will be initially issued on the Issue Date. This Note is one of the Indenture, which, inter alia, allows for the issuance of Additional Notes in some circumstances). The Notes include the Initial Notes, any Private Exchange Note and Exchange Notes of the Company designated as its _____% Senior Subordinated Secured Notes due 20__, issued in exchange for the corresponding Initial Notes pursuant to the Indenture and the Registration Rights Agreement, and any Additional Notes actually issuedIndenture. The Initial Notes, the Private Exchange Notes, Notes and the Exchange Notes and any Additional Notes actually issued of this maturity are treated as a single class of securities Notes under the Indenture. The Indenture imposes certain limitations on the Incurrence incurrence of Indebtedness by the Company and its Restricted Subsidiaries, ; the payment of dividends and other distributions on payments by the Capital Stock of Company and its Restricted Subsidiaries, the purchase or redemption ; Investments; sales of Capital Stock assets of the Company and Capital Stock of its Restricted Subsidiaries, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, the issuance or sale of Capital Stock of Restricted Subsidiaries, ; certain transactions with Affiliates; Liens; and consolidations, mergers and transfers of all or substantially all of the incurrence of Liens and certain Sale/Leaseback TransactionsCompany's or a Guarantor's assets. In addition, the Indenture limits the ability of the Company and its Restricted Subsidiaries to restrict prohibits certain restrictions on distributions and dividends from Restricted Subsidiaries.

Indenture. The Issuers Company issued the Notes Securities under an Indenture dated as of July 27February 17, 2001 2004, as amended and restated on May 6, 2005 (as it may be amended or supplemented from time to time in accordance with the terms thereofand restated, the "Indenture"), among the IssuersCompany, USX Corporation, a Delaware corporation (the "Guarantor") Note Guarantors and The Bank of New York, a New York banking corporation ("the Trustee"). The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended 1939 (15 U.S.C. Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the "TIA"). Capitalized terms used herein Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all such termsterms and provisions of the Indenture, and Noteholders Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of those termssuch terms and provisions. The Notes Securities are senior unsecured secured obligations of the Issuers limited to $385,000,000 aggregate principal amount at maturity (Company. The Company shall be entitled, subject to its compliance with Section 2.1(a) 4.03 of the Indenture, which, inter alia, allows for to issue Additional Securities pursuant to Section 2.01 of the issuance Indenture. This Security is one of Additional the Exchange Notes referred to in some circumstances)the Indenture. The Notes Securities include the Initial NotesNon-Consenting Securities, the Consenting Securities, the Additional Securities and any Exchange Notes and Private Exchange Note and Exchange Notes issued in exchange for the Initial Notes Securities pursuant to the Indenture and the Registration Rights Agreement, and any Additional Notes actually issuedIndenture. The Initial NotesNon-Consenting Securities, the Private Exchange NotesConsenting Securities, the Additional Securities, the Exchange Notes and any Additional the Private Exchange Notes actually issued are treated as a single class of securities under the Indenture, except as specifically stated otherwise therein. The Indenture imposes certain limitations on the Incurrence of Indebtedness by the Company and its Restricted Subsidiaries, the payment of dividends and other distributions on the Capital Stock of Company and its Restricted Subsidiaries, the purchase or redemption of Capital Stock of the Company and Capital Stock of its Restricted Subsidiaries, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, the issuance or sale of Capital Stock of Restricted Subsidiaries, transactions with Affiliates, the incurrence of Liens and certain Sale/Leaseback Transactions. In addition, the Indenture limits the ability of the Company and its Restricted Subsidiaries to restrict to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions and dividends from by such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, make asset sales and incur Liens. The Indenture also imposes limitations on the ability of the Company and each Note Guarantor to consolidate or merge with or into any other Person or the Company to convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest, if any, on the Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Note Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior secured basis pursuant to the terms of the Indenture. The Securities are secured (i) on a first-priority basis with respect to the First-Priority Collateral and (ii) on a second-priority basis with respect to the Second-Priority Collateral, in each case, by the Liens created by the Security Documents pursuant to, and subject to, the terms of the Indenture and the Intercreditor Agreement.

Indenture. The Issuers Company issued the Notes under an Indenture dated as of July 27March 16, 2001 2005 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "Indenture"), among between the Issuers, USX Corporation, a Delaware corporation (the "Guarantor") Company and The Bank of New York, a New York banking corporation ("the Trustee"). The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended 1939 (15 U.S.C. Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the "TIAAct"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such terms, and Noteholders are referred to the Indenture and the TIA Act for a statement of those terms. The Notes are senior general unsecured obligations of the Issuers limited to $385,000,000 aggregate principal amount at maturity (subject to Section 2.1(a) Company. This Note is one of the Exchange Notes referred to in the Indenture, which, inter alia, allows for the issuance of Additional Notes in some circumstances). The Notes include the Initial Additional Notes, the Initial Notes and any Private Exchange Note and Exchange Notes issued in exchange for the Initial Notes pursuant to the Indenture and the Registration Rights Agreement, and any Additional Notes actually issuedNotes. The Initial Notes, the Private Exchange Notes, the Exchange Notes and any Additional Notes actually issued are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on on, among other things: the Incurrence issuance of Indebtedness debt and redeemable stock by the Company Company; the issuance of debt and its Restricted Subsidiaries, preferred stock by the Subsidiaries of the Company; the payment of dividends and other distributions on and acquisitions or retirements of the Company's Capital Stock of and Subordinated Obligations by the Company and its Restricted Subsidiaries, ; the purchase or redemption of Capital Stock of incurrence by the Company and Capital Stock its Subsidiaries of Liens on its Restricted Subsidiaries, property and assets; the sale or transfer of assets and Capital Stock of Restricted Subsidiary stock by the Company and its Subsidiaries, the issuance or sale of Capital Stock of Restricted Subsidiaries, ; and transactions with Affiliates, the incurrence of Liens and certain Sale/Leaseback Transactions. In addition, the Indenture limits the ability of the Company and its Restricted Subsidiaries to restrict distributions and dividends from Restricted Subsidiaries.

Indenture. The Issuers Issuer issued the Notes under an Indenture dated as of July 27December 20, 2001 2000 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "Indenture"), among between the Issuers, USX Corporation, a Delaware corporation (the "Guarantor") Issuer and The Bank of New York, a New York banking corporation ("the Trustee"). The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (15 U.S.C. Sections 77aaa-77bbbbss.sx. 07aaa-77bbbb) as in effect on the date of the Indenture (the "TIA"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such terms, and Noteholders are referred to the Indenture and the TIA for a statement of those terms. The Notes are unsecured senior unsecured obligations of the Issuers Issuer limited to $385,000,000 200,000,000 aggregate principal amount at maturity (subject to Section 2.1(a) 2.7 of the Indenture), which, inter alia, allows for all of which are being offered on the issuance Issue Date. This Note is one of Additional the Initial Notes referred to in some circumstances)the Indenture. The Notes include the Initial Notes, Notes and any Private Exchange Note Notes and Exchange Notes issued in exchange for the Initial Notes pursuant to the Indenture and the Registration Rights Agreement, and any Additional Notes actually issued. The Initial Notes., the Private Exchange Notes, Notes and the Exchange Notes and any Additional Notes actually issued are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the Incurrence of Indebtedness by the Company Issuer and its Restricted Subsidiaries, the payment of dividends and other distributions on the Capital Stock of Company the Issuer and its Restricted Subsidiaries, the purchase or redemption of Capital Stock of the Company Issuer and Capital Stock of its such Restricted Subsidiaries, certain purchases or redemptions of Subordinated Obligations, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, the issuance or sale of Capital Stock of Restricted Subsidiaries, the investments of the Issuer and its Subsidiaries and transactions with Affiliates, the incurrence of Liens and certain Sale/Leaseback Transactions. In addition, the Indenture limits the ability of the Company Issuer and its Restricted Subsidiaries to restrict distributions and dividends from Restricted Subsidiaries.

Indenture. The Issuers Company issued the Notes Securities under an Indenture dated as of July 27October 2, 2001 2009 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "“Indenture"”), among the IssuersCompany, USX Corporation, a Delaware corporation (the "Guarantor") Subsidiary Guarantors and The Bank of New York, a New York banking corporation ("the Trustee")Trustee and Collateral Agent. The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended 1939 (15 U.S.C. Sections §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the "TIA"“Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all such terms, and Noteholders Securityholders are referred to the Indenture and the TIA Act for a statement of those terms. In the event of any conflict between this Security and the Indenture, the terms of the Indenture shall control. The Notes Securities are senior unsecured secured obligations of the Issuers limited to $385,000,000 aggregate principal amount at maturity (subject to Section 2.1(a) Company. This is one of the Initial Securities referred to in the Indenture, which, inter alia, allows for the issuance of Additional Notes in some circumstances). The Notes Securities include the Initial NotesSecurities issued on the Issue Date, any Private Exchange Note and Exchange Notes Additional Securities issued in exchange for the Initial Notes pursuant to accordance with Section 2.16 of the Indenture and the Registration Rights Agreement, and any Additional Notes actually issuedExchange Securities. The Initial NotesSecurities, the Private Exchange Notes, Additional Securities and the Exchange Notes and any Additional Notes actually issued Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on on, among other things: the Incurrence of Indebtedness by the Company and its Restricted Subsidiaries, the payment of dividends and other distributions on the Capital Stock of the Company and its Restricted Subsidiaries, the purchase or redemption of Capital Stock of the Company and Capital Stock of such Restricted Subsidiaries, certain purchases or redemptions of Subordinated Obligations or Guarantor Subordinated Obligations, the Incurrence of Liens by the Company or its Restricted Subsidiaries, the sale or transfer of assets and Capital Stock of Subsidiaries, certain Sale/Leaseback Transactions involving the Company or any Restricted SubsidiariesSubsidiary, the issuance or sale of Capital Stock of Restricted Subsidiaries, future Subsidiary Guarantors, the business activities and investments of the Company and its Subsidiaries, and transactions with Affiliates, the incurrence of Liens and certain Sale/Leaseback Transactions. In addition, the Indenture limits the ability of the Company and its Restricted Subsidiaries to enter into agreements that restrict distributions and dividends from Restricted Subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest on the Securities and all other amounts payable by the Company under the Indenture, the Securities, the Collateral Documents and the Intercreditor Agreement when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed (and future guarantors, together with the Subsidiary Guarantors, shall unconditionally Guarantee), jointly and severally, such obligations on a senior secured basis pursuant to the terms of the Indenture.

Indenture. The Issuers Company issued the Notes under an Indenture dated as of July 27November 4, 2001 1997 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "Indenture"), among the Issuers, USX Corporation, a Delaware corporation (the "Guarantor") Company and The Bank of New York, a New York banking corporation ("the Trustee"). The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended 1939 (15 U.S.C. Sections ------ (S)(S) 77aaa-77bbbb) as in effect on the date of the Indenture (the "TIAAct"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such terms, and Noteholders are referred to the Indenture and the TIA Act for a statement of those terms. __________________________________ /7// Include only for the Exchange Notes - The Notes are general unsecured senior unsecured subordinated obligations of the Issuers Company limited to $385,000,000 294 million aggregate principal amount at maturity (subject to Section 2.1(a) 310 of the Indenture, which, inter alia, allows for ). This Note is one of the issuance of Additional Initial Notes referred to in some circumstances)the Indenture. The Notes include the Initial Notes, Notes and any Private Exchange Note and Exchange Notes issued in exchange for the Initial Notes pursuant to the Indenture and the Registration Rights Agreement, and any Additional Notes actually issued. The Initial Notes, the Private Exchange Notes, Notes and the Exchange Notes and any Additional Notes actually issued are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the Incurrence of Indebtedness by the Company and its Restricted Subsidiaries, the payment of dividends on, and other distributions on the purchase or redemption of, Capital Stock of the Company and its Restricted Subsidiaries, the purchase certain purchases or redemption redemptions of Capital Stock of the Company and Capital Stock of its Restricted SubsidiariesSubordinated Indebtedness, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, investments of the issuance or sale of Capital Stock of Company and its Restricted Subsidiaries, Subsidiaries and transactions with Affiliates, the incurrence of Liens and certain Sale/Leaseback Transactions. In addition, the Indenture limits the ability of the Company and its Restricted Subsidiaries to restrict distributions and dividends from Restricted Subsidiaries.

Indenture. The Issuers Company issued the Notes Securities under an Indenture dated as of July 27March 18, 2001 1998 (as it may be amended or supplemented from time to time in accordance with the terms thereoftime, the "Indenture"), among between the IssuersCompany, USX CorporationDay International, a Delaware corporation (the "Guarantor") Inc., and The Bank of New York, a New York banking corporation ("the Trustee"). The terms of the Notes Securities include those stated in the 110 119 Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended 1939 (15 U.S.C. Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the "TIA"). Capitalized terms used herein Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all such terms, and Noteholders Securityholders are referred to the Indenture and the TIA for a statement of those terms. The Notes Securities are senior general unsecured obligations of the Issuers Company limited to $385,000,000 115.0 million aggregate principal amount at maturity any one time outstanding (subject to Section 2.1(a) 2.9 of the Indenture, which, inter alia, allows for the issuance of Additional Notes in some circumstances). This Security is one of the Initial Securities referred to in the Indenture. The Notes Securities include the Initial Notes, Securities and any Private Exchange Note and Exchange Notes Securities issued in exchange for the Initial Notes Securities pursuant to the Indenture and the Registration Rights Agreement, and any Additional Notes actually issuedIndenture. The Initial Notes, the Private Exchange Notes, Securities and the Exchange Notes and any Additional Notes actually issued Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the Incurrence issuance of Indebtedness debt by the Company and its Restricted SubsidiariesCompany, the payment of dividends and other distributions on and acquisitions or retirements of the Company's Capital Stock of and Subordinated Obligations, the incurrence by the Company and its Restricted Subsidiaries, Subsidiaries of Liens on its property and assets which do not equally and ratably secure the purchase or redemption of Capital Stock of the Company and Capital Stock of its Restricted SubsidiariesSecurities, the sale or transfer of assets and Capital Stock Subsidiary Stock, investments by the Company, consolidations, mergers and transfers of Restricted Subsidiaries, all or substantially all of the issuance or sale of Capital Stock of Restricted Subsidiaries, Company's assets and transactions with Affiliates, the incurrence of Liens and certain Sale/Leaseback Transactions. In addition, the Indenture limits the ability of the Company and its Restricted Subsidiaries to restrict distributions and dividends from Restricted Subsidiaries.

Indenture. The Issuers Issuer issued the Notes under an Indenture dated as of July 27April 20, 2001 1999 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "Indenture"), among between the Issuers, USX Corporation, a Delaware corporation (the "Guarantor") Issuer and The Bank of New York, a New York banking corporation ("the Trustee"). The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (15 U.S.C. Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the "TIA"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such terms, and Noteholders are referred to the Indenture and the TIA for a statement of those terms. The Notes are unsecured senior unsecured obligations of the Issuers Issuer limited to $385,000,000 586,800,000 aggregate principal amount at maturity (subject to Section 2.1(a) 2.7 of the Indenture), which, inter alia, allows for all of which are being offered on the issuance Issue Date. This Note is one of Additional the Initial Notes referred to in some circumstances)the Indenture. The Notes include the Initial Notes, Notes and any Private Exchange Note Notes and Exchange Notes issued in exchange for the Initial Notes pursuant to the Indenture and the Registration Rights Agreement, and any Additional Notes actually issued. The Initial Notes, the Private Exchange Notes, Notes and the Exchange Notes and any Additional Notes actually issued are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the Incurrence of Indebtedness by the Company Issuer and its Restricted Subsidiaries, the payment of dividends and other distributions on the Capital Stock of Company the Issuer and its Restricted Subsidiaries, the purchase or redemption of Capital Stock of the Company Issuer and Capital Stock of its such Restricted Subsidiaries, certain purchases or redemptions of Subordinated Obligations, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, the issuance or sale of Capital Stock of Restricted Subsidiaries, the investments of the Issuer and its Subsidiaries and transactions with Affiliates, the incurrence of Liens and certain Sale/Leaseback Transactions. In addition, the Indenture limits the ability of the Company Issuer and its Restricted Subsidiaries to restrict distributions and dividends from Restricted Subsidiaries.88 -88-

Indenture. The Issuers Company issued the Notes Securities under an Indenture dated as of July February 27, 2001 1998 (as it may be amended amended, supplemented or supplemented otherwise modified from time to time in accordance with the terms thereof, the "Indenture"), among between the Issuers, USX Corporation, a Delaware corporation (the "Guarantor") Company and The Bank of New York, a New York banking corporation ("the Trustee"). The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended 1939 (15 U.S.C. Sections xx.xx. 77aaa-77bbbb) as in effect on the date of the Indenture (the "TIAAct"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all such terms, and Noteholders Holders are referred to the Indenture and the TIA Act for a statement of those terms. The Notes Securities are secured senior unsecured subordinated obligations of the Issuers Company limited to $385,000,000 100 million aggregate principal amount at maturity (subject to Section 2.1(a) 2.7 of the Indenture). This Security is one of the Exchange Notes referred to in the Indenture. The Securities include Temporary Note, which, inter alia, allows the Initial Notes issued in exchange for the issuance of Additional Notes in some circumstances). The Notes include Temporary Note pursuant to the Initial Notes, Indenture and any Private Exchange Note and Exchange Notes issued in exchange for the Initial Notes pursuant to the Indenture and the Registration Rights Agreement, and any Additional Notes actually issuedStatement. The Initial NotesTemporary Note, the Private Exchange Notes, Initial Notes and the Exchange Notes and any Additional Notes actually issued are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the Incurrence incurrence of Indebtedness by the Company and its Restricted Subsidiaries, the payment of dividends and other distributions on the Capital Stock of the Company and its Restricted Subsidiaries, the purchase or redemption of Capital Stock of the Company and Capital Stock of its such Restricted Subsidiaries, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, the issuance or sale investments of Capital Stock of Restricted Subsidiariesthe Company, its Subsidiaries and transactions with Affiliates, the Liens, dividends and other payment restrictions affecting Subsidiaries, incurrence of Liens senior subordinated Indebtedness senior to the Securities, preferred stock of Subsidiaries, future guarantees and certain Sale/Leaseback Transactionsconduct of business. In addition, the Indenture limits the ability of the Company and its Restricted Subsidiaries to restrict distributions and dividends from Restricted Subsidiaries. To guarantee the due and punctual payment of the principal, premium, if any, and interest on the Securities and all other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors will have, jointly and severally, unconditionally guaranteed such obligations on a senior subordinated basis pursuant to the terms of the Indenture and the Guarantees.

Indenture. The Issuers Company issued the Notes under an Indenture dated as of July 27October 26, 2001 2009 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "“Indenture"”), among the IssuersCompany, USX Corporation, the Guarantors party thereto and the Trustee. This Note is one of a Delaware corporation duly authorized issue of Initial Notes of the Company designated as its 7.75% Senior Notes due 2019 (the "Guarantor"“Initial Notes”). The Notes include the Initial Notes and the Exchange Notes (as defined in the Indenture) issued in exchange for the Initial Notes pursuant to the Exchange and Registration Rights Agreement. The Bank Initial Notes and the Exchange Notes are treated as a single class of New York, a New York banking corporation ("Notes under the Trustee")Indenture. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended 1939 (15 U.S.C. Sections § 77aaa-77bbbb) as in effect on the date of the Indenture (the "“TIA"”). Capitalized terms used herein Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such terms, and Noteholders Holders are referred to the Indenture and the TIA for a statement of those terms. Any conflict between this Note and the Indenture will be governed by the Indenture. The Notes are senior unsecured obligations of the Issuers Company limited to $385,000,000 600,000,000 aggregate principal amount at maturity (subject to Section 2.1(a) 2.7 of the Indenture, which, inter alia, allows for the issuance of Additional Notes in some circumstances). The Notes include the Initial Notes, any Private Exchange Note and Exchange Notes issued in exchange for the Initial Notes pursuant to the Indenture and the Registration Rights Agreement, and any Additional Notes actually issued. The Initial Notes, the Private Exchange Notes, the Exchange Notes and any Additional Notes actually issued are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the Incurrence of Indebtedness by the Company and its Restricted Subsidiaries, the payment of dividends and other distributions on the Capital Stock of Company and its Restricted Subsidiaries, the purchase or redemption of Capital Stock of the Company and Capital Stock of its Restricted Subsidiaries, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, the issuance or sale of Capital Stock of Restricted Subsidiaries, transactions with Affiliates, the incurrence of Liens and certain Sale/Leaseback Transactions. In addition, the Indenture limits the ability of the Company Parent and its Restricted Subsidiaries to restrict incur Indebtedness, create Liens, pay dividends on or repurchase Capital Stock of Parent and its Affiliates, make investments, sell Assets, enter into transactions with Affiliates, limit dividends or other distributions and dividends from Restricted Subsidiaries, enter into Sale and Leaseback Transactions, engage in other businesses or merge, consolidate or transfer all or substantially all of the assets of Parent and its Restricted Subsidiaries. To guarantee the due and punctual payment of the principal, premium and interest, if any, on the Notes and all other amounts payable by the Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Guarantors have unconditionally guaranteed the obligations of the Company under the Indenture and the Notes on a senior basis pursuant to the terms of the Indenture.

Indenture. The Issuers issued the Notes under an Indenture dated as of July 27January 21, 2001 1999 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "Indenture"), among between the Issuers, USX Corporation, a Delaware corporation (the "Guarantor") Issuers and The Bank of New York, a New York banking corporation ("the Trustee"). The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended 1939 (15 U.S.C. Sections ------ (S)(S) 77aaa-77bbbb) as in effect on the date of the Indenture (the "TIAAct"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such terms, and Noteholders are referred to the Indenture and the TIA Act for a statement of those terms. Each Noteholder by accepting a Note, agrees to be bound by all of the terms and provisions of the Indenture, as amended from time to time. The Notes are general unsecured senior unsecured obligations of the Issuers limited to unlimited in aggregate principal amount; $385,000,000 150,000,000 in aggregate principal amount at maturity (subject to Section 2.1(a) will be initially issued on the Issue Date. This Note is one of the Indenture, which, inter alia, allows for the issuance of Additional Notes in some circumstances). The Notes include the Initial Notes, any Private Exchange Note and Exchange Notes issued in exchange for the Initial Notes pursuant referred to in the Indenture and the Registration Rights Agreement, and any Additional Notes actually issuedIndenture. The Initial Notes, the Private Exchange Notes, Notes and the Exchange Notes and any Additional Notes actually issued are will be treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the Incurrence of Indebtedness by the Company and its on, among other things: Additional Indebtedness, Restricted SubsidiariesPayments, the payment of dividends Asset Sales, dividend and other distributions on the Capital Stock of Company and its Restricted Subsidiaries, the purchase or redemption of Capital Stock of the Company and Capital Stock of its payment restrictions affecting Restricted Subsidiaries, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, the issuance or sale of Capital Stock of Restricted Subsidiaries, layered Indebtedness, Liens, transactions with Affiliates, Change of Control, conduct of business transactions with Affiliates and the incurrence activities of Liens Capital and certain Sale/Leaseback Transactionspayments for consent. In additionThe Issuers may, from time to time, subject to compliance with any other applicable provisions of this Indenture, without the consent of the Holders, create and issue pursuant to this Indenture Add On Notes (or the same except for the payment of interest accruing prior to the issue date of such Add On Notes or except for the first payment of interest following the issue date of such Add On Notes), which Add On Notes will be treated, together with any other Outstanding Notes, as a single issue of securities. To guarantee the due and punctual payment of the principal, premium, if any, and interest on the Notes and all other amounts payable by the Issuers under the Indenture limits and the ability Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Company Notes and its the Indenture, future Restricted Subsidiaries (except Foreign Subsidiaries) will unconditionally guarantee, jointly and severally, such obligations on a senior basis pursuant to restrict distributions and dividends from Restricted Subsidiariesthe terms of the Indenture.

Indenture. The Issuers Issuer issued the Notes under an Indenture dated as of July 27March 15, 2001 2000 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "Indenture"), among between the Issuers, USX Corporation, a Delaware corporation (the "Guarantor") Issuer and The Bank of New York, a New York banking corporation ("the Trustee"). The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (15 I5 U.S.C. Sections 77aaa-77bbbbss.sx. 07aaa-77bbbb) as in effect on the date of the Indenture (the "TIA"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such terms, and Noteholders are referred to the Indenture and the TIA for a statement of those terms. The Notes are unsecured senior unsecured obligations of the Issuers Issuer limited to $385,000,000 559,800,000 aggregate principal amount at maturity (subject to Section 2.1(a) 2.7 of the Indenture), which, inter alia, allows for all of which are being offered on the issuance Issue Date. This Note is one of Additional the Exchange Notes referred to in some circumstances)the Indenture. The Notes include the Initial Notes, Notes and any Private Exchange Note Notes and Exchange Notes issued in exchange for the Initial Notes pursuant to the Indenture and the Registration Rights Agreement, and any Additional Notes actually issued. The Initial Notes, the Private Exchange Notes, Notes and the Exchange Notes and any Additional Notes actually issued are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the Incurrence of Indebtedness by the Company Issuer and its Restricted Subsidiaries, the payment of dividends and other distributions on the Capital Stock of Company the Issuer and its Restricted Subsidiaries, the purchase or redemption of Capital Stock of the Company Issuer and Capital Stock of its such Restricted Subsidiaries, certain purchases or redemptions of Subordinated Obligations, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, the issuance or sale of Capital Stock of Restricted Subsidiaries, the investments of the Issuer and its Subsidiaries and transactions with Affiliates, the incurrence of Liens and certain Sale/Leaseback Transactions. In addition, the Indenture limits the ability of the Company Issuer and its Restricted Subsidiaries to restrict distributions and dividends from Restricted Subsidiaries.

Indenture. The Issuers Company issued the Notes Securities under an Indenture dated as of July 27February 13, 2001 1998 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "Indenture"), among between the Issuers, USX Corporation, a Delaware corporation (the "Guarantor") Company and The Bank of New York, a New York banking corporation ("the Trustee"). The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended 1939 (15 U.S.C. Sections 77aaa-77bbbbss.sx. 00aaa-77bbbb) as in effect on the date of the Indenture (the "TIAAct"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all such terms, and Noteholders Securityholders are referred to the Indenture and the TIA Act for a statement of those terms. The Notes Securities are general unsecured senior unsecured obligations of the Issuers Company limited to $385,000,000 76.0 million aggregate principal amount at maturity (subject to Section 2.1(a) 2.9 of the Indenture, which, inter alia, allows for the issuance of Additional Notes in some circumstances). This Security is one of the Initial Securities referred to in the Indenture. The Notes Securities include the Initial Notes, Securities and any Private Exchange Note and Exchange Notes Securities issued in exchange for the Initial Notes Securities pursuant to the Indenture and the Registration Rights Agreement, and any Additional Notes actually issued. The Initial Notes, the Private Exchange Notes, Securities and the Exchange Notes and any Additional Notes actually issued Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on on: the Incurrence of Indebtedness by the Company and its Restricted Subsidiaries, the payment of dividends and other distributions on the Capital Stock of the Company and its Restricted Subsidiaries, the purchase or redemption of Capital Stock of the Company and Capital Stock of such Restricted Subsidiaries, certain purchases or redemptions of Subordinated Indebtedness, the Incurrence of Liens by the Company or its Restricted Subsidiaries, the entering into Sale/Leaseback transactions by the Company or its Restricted Subsidiaries, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, the issuance or sale of Capital Stock of Restricted Subsidiaries, the business activities and investments of the Company and its Restricted Subsidiaries and, transactions with Affiliates, the incurrence of Liens and certain Sale/Leaseback Transactions. In addition, the Indenture limits the ability of the Company and its Restricted Subsidiaries to restrict distributions and dividends from Restricted Subsidiaries.

Indenture. The Issuers Company issued the Notes under an Indenture dated as of July 27September 29, 2001 1997 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "Indenture"), among the IssuersCompany, USX Corporation, a Delaware corporation the Subsidiary Guarantors named therein (the "GuarantorSubsidiary Guarantors") and The Bank of New York, a New York banking corporation ("the Trustee"). The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended 1939 (15 U.S.C. Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the "TIAAct"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such terms, and Noteholders are referred to the Indenture and the TIA Act for a statement of those terms. The Notes are unsecured senior unsecured subordinated obligations of the Issuers Company limited to $385,000,000 120 million aggregate principal amount at maturity (subject to Section 2.1(a) 2.07 of the Indenture, which, inter alia, allows for ). This Note is one of the issuance of Additional Initial Notes referred to in some circumstances)the Indenture. The Notes include the Initial Notes, Notes and any Exchange Notes and Private Exchange Note and Exchange Notes issued in exchange for the Initial Notes pursuant to the Indenture and the Registration Rights Agreement, and any Additional Notes actually issued. The Initial Notes, the Private Exchange Notes, the Exchange Notes and any Additional Private Exchange Notes actually issued are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the Incurrence of Indebtedness by the Company and its Restricted Subsidiaries, the payment of dividends and other distributions on the Capital Stock of the Company and its Restricted Subsidiaries, the purchase or redemption of Capital Stock of the Company and Capital Stock of its such Restricted Subsidiaries, certain purchases or redemptions of Subordinated Obligations, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, the issuance or sale of Capital Stock of Restricted Subsidiaries, the investments of the Company and its Restricted Subsidiaries and transactions with Affiliates, the incurrence of Liens and certain Sale/Leaseback Transactions. In addition, the Indenture limits the ability of the Company and its Restricted Subsidiaries to restrict distributions and dividends from Restricted Subsidiaries.

Indenture. The Issuers Company issued the Notes under an Indenture Indenture, dated as of July 27March 17, 2001 2000 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "Indenture"), among between the Issuers, USX Corporation, a Delaware corporation (the "Guarantor") Company and The Bank of New York, a New York banking corporation ("the Trustee"). The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended 1939 (15 U.S.C. Sections xx.xx. 77aaa-77bbbb) as in effect on the date of the Indenture (the "TIAAct"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such terms, and Noteholders Holders are referred to the Indenture and the TIA Act for a statement of those terms. Each Holder by accepting a Note, agrees to be bound by all of the terms and provisions of the Indenture, as amended from time to time. The Notes are senior unsecured obligations of the Issuers Company, ranking pari passu in right of payment with each other, the Euro Notes and with all senior unsecured Indebtedness of the Company and senior in right of payment to all Subordinated Indebtedness. The Notes are limited to $385,000,000 300 million aggregate principal amount at maturity (subject to Section 2.1(a) of the Indenture, which, inter alia, allows for the issuance of Additional Notes in some circumstances). The Notes include the Initial Notes, any Private Exchange Note and Exchange Notes issued in exchange for the Initial Notes pursuant to the Indenture and the Registration Rights Agreement, and any Additional Notes actually issued. The Initial Notes, the Private Exchange Notes, the Exchange Notes and any Additional Notes actually issued are treated as a single class of securities under the Indentureamount. The Indenture imposes certain limitations on the Incurrence of Indebtedness by the Company and its Restricted Subsidiarieson, the payment of dividends and among other distributions on the Capital Stock of Company and its Restricted Subsidiariesthings, the purchase or redemption of Capital Stock of the Company and Capital Stock of its Restricted Subsidiaries, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, the issuance or sale of Capital Stock of Restricted Subsidiaries, transactions with Affiliates, the incurrence of Liens and certain Sale/Leaseback Transactions. In addition, the Indenture limits the ability of the Company and its Restricted Subsidiaries to restrict distributions and dividends from to: incur Indebtedness, make Restricted Payments, incur Liens, issue or sell Capital Interests of Restricted Subsidiaries, consummate Asset Sales, enter into transactions with Affiliates, or consolidate or merge or transfer or convey all or substantially all of the Company's and its Restricted Subsidiaries' assets.

Indenture. The Issuers Company issued the Notes Securities under an Indenture dated as of July 27June 1, 2001 1997 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "Indenture"), among the Issuers, USX Corporation, a Delaware corporation (the "Guarantor") Company and The Bank of New York, a New York banking corporation ("the Trustee"). The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended 1939 (15 U.S.C. Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the "TIAAct"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all such terms, and Noteholders Securityholders are referred to the Indenture and the TIA Act for a statement of those terms. The Notes Securities are general unsecured senior unsecured obligations of the Issuers Company limited to $385,000,000 44,612,000 aggregate principal amount at maturity (subject to Section 2.1(a) 2.7 of the Indenture, which, inter alia, allows for the issuance of Additional Notes in some circumstances). This Security is one of the Initial Notes referred to in the Indenture. The Notes Securities include the Initial Notes, Notes and any Exchange Notes and Private Exchange Note and Exchange Notes issued in exchange for the Initial Notes pursuant to the Indenture and the Registration Rights Agreement, and any Additional Notes actually issued. The Initial Notes, the Private Exchange Notes, the Exchange Notes and any Additional the Private Exchange Notes actually issued are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the Incurrence of Indebtedness by the Company and its Restricted Subsidiaries, the payment of dividends and other distributions on the Capital Stock of the Company and its Restricted Subsidiaries, the purchase or redemption of Capital Stock of the Company and Capital Stock of its such Restricted Subsidiaries, certain purchases or redemptions of Subordinated Obligations, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, the issuance or sale of Capital Stock of Restricted Subsidiaries, the investments of the Company and its Restricted Subsidiaries, transactions with Affiliates, the incurrence Incurrence of Liens by the Company and certain its Restricted Subsidiaries and Sale/Leaseback Transactions. In addition, the Indenture limits the ability of the Company and its Restricted Subsidiaries to restrict distributions and dividends from Restricted Subsidiaries.

Indenture. The Issuers issued the Notes under an Indenture dated as of July 27August 25, 2001 2009 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "“Indenture"”), among the Issuers, USX Corporation, a Delaware corporation (the "Guarantor") Issuers and The Bank of New York, a New York banking corporation ("the Trustee"). The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended 1939 (15 U.S.C. Sections §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the "“TIA"”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such terms, and Noteholders Holders of the Notes are referred to the Indenture and the TIA for a statement of those terms. The Notes are unsecured senior unsecured obligations of the Issuers initially limited to $385,000,000 aggregate principal amount at maturity (350,000,000, and, subject to compliance with the covenants contained in this Indenture, including Section 2.1(a) 1008 as a new Incurrence of Indebtedness by the Issuers, the Issuers may issue Additional Notes having substantially identical terms and conditions as the Initial Notes in unlimited principal amounts. This Note is one of the Initial Notes referred to in the Indenture, which, inter alia, allows for the issuance of Additional Notes in some circumstances). The Notes include the Initial Notes, Notes and any Private Exchange Note and Exchange Notes issued in exchange for the Initial Notes or Additional Notes pursuant to the Indenture and the Registration Rights Agreement, and any Additional Notes actually issuedIndenture. The Initial Notes, the Private Exchange Notes, Additional Notes and the Exchange Notes and any Additional Notes actually issued are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the Incurrence of Indebtedness by the Company Issuers, and its the Issuers’ Restricted Subsidiaries, the payment of dividends on, and other distributions on the Capital Stock of Company and its Restricted Subsidiaries, the purchase or redemption of Capital Stock of the Company Equity Interests in Mediacom LLC and Capital Stock of its Restricted Subsidiaries, the sale or transfer of assets assets, investments of Mediacom LLC and Capital Stock of its Restricted Subsidiaries, the issuance or sale of Capital Stock of Restricted Subsidiaries, Subsidiaries and transactions with Affiliates, the incurrence of Liens and certain Sale/Leaseback Transactions. In addition, the Indenture limits the ability of the Company Mediacom LLC and its Restricted Subsidiaries to restrict distributions and dividends from Restricted Subsidiaries.

Indenture. The Issuers Company issued the Notes under an Indenture dated as of July 27August 18, 2001 1998 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "Indenture"), among the IssuersCompany, USX Corporation, a Delaware corporation (the "Guarantor") Subsidiary Guarantors and The Bank of New York, a New York banking corporation ("the Trustee"). The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended 1939 (15 U.S.C. Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the "TIAAct"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such terms, and Noteholders are referred to the Indenture and the TIA Act for a statement of those terms. The Notes are general unsecured senior unsecured subordinated obligations of the Issuers Company limited to $385,000,000 175 million aggregate principal amount at maturity (subject to Section 2.1(a) 310 of the Indenture, which, inter alia, allows for ). This Note is one of the issuance of Additional Exchange Notes referred to in some circumstances)the Indenture. The Notes include the Initial Notes, Notes and any Private Exchange Note and Exchange Notes issued in exchange for the Initial Notes pursuant to the Indenture and the Registration Rights Agreement, and any Additional Notes actually issued. The Initial Notes, the Private Exchange Notes, Notes and the Exchange Notes and any Additional Notes actually issued are treated as a single class of securities 40 40 under the Indenture. The Indenture imposes certain limitations on the Incurrence of Indebtedness by the Company and its Restricted Subsidiaries, the payment of dividends on, and other distributions on the purchase or redemption of, Capital Stock of the Company and its Restricted Subsidiaries, the purchase certain purchases or redemption redemptions of Capital Stock of the Company and Capital Stock of its Restricted SubsidiariesSubordinated Indebtedness, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, investments of the issuance or sale of Capital Stock of Company and its Restricted Subsidiaries, Subsidiaries and transactions with Affiliates, the incurrence of Liens and certain Sale/Leaseback Transactions. In addition, the Indenture limits the ability of the Company and its Restricted Subsidiaries to restrict distributions and dividends from Restricted Subsidiaries.