EXHIBIT 10.3
INTERCREDITOR AGREEMENT
Dated as of May 20, 2003
by and among
JPMORGAN CHASE BANK,
as a Funding Agent
THE BANK OF NOVA SCOTIA,
as a Funding Agent and as Receivables Collateral Agent
JPMORGAN CHASE BANK,
as Lender Agent
U.S. STEEL RECEIVABLES LLC,
as Transferor,
and
UNITED STATES STEEL CORPORATION
as Originator, as Initial Servicer and as Borrower
This INTERCREDITOR AGREEMENT dated as of May 20, 2003 (as
modified, amended, restated or supplemented from time to time, this
"AGREEMENT"), by and among JPMORGAN CHASE BANK, in its capacity as a funding
agent under the Receivables Purchase Agreement (as hereinafter defined) (a
"FUNDING AGENT"), THE BANK OF NOVA SCOTIA, in its capacity as a funding agent
under the Receivables Purchase Agreement (as hereinafter defined) (a "FUNDING
AGENT" and, together with the other Funding Agents, the "FUNDING AGENTS") and in
its capacity as Collateral Agent under the Receivables Purchase Agreement (as
hereinafter defined) (the "RECEIVABLES COLLATERAL AGENT"), JPMORGAN CHASE BANK,
in its capacity as Collateral Agent on behalf of the Lenders (as defined below)
(the "LENDER AGENT"), U.S. STEEL RECEIVABLES LLC (the "TRANSFEROR"), and UNITED
STATES STEEL CORPORATION ("USS").
RECITALS:
A. USS has agreed to sell, transfer and assign to the
Transferor, and the Transferor has agreed to purchase or otherwise acquire from
USS and the various entities that are from time to time Originators under (and
as defined in) the Purchase and Sale Agreement (collectively, together with USS
in its capacity as an Originator under (and as defined in) the Purchase and Sale
Agreement, the "ORIGINATORS") all of the right, title and interest of the
Originators in the Receivables (as hereinafter defined) pursuant to a Purchase
and Sale Agreement dated as of November 28, 2001 (as amended, supplemented,
modified or restated from time to time, the "PURCHASE AND SALE AGREEMENT").
B. The Transferor, as seller, USS, in its capacity as
initial servicer, the Receivables Collateral Agent, the Funding Agents and the
Receivables Purchasers (as defined below) are parties to an Amended and Restated
Receivables Purchase Agreement dated as of November 28, 2001 (as amended,
supplemented, modified or restated from time to time, the "RECEIVABLES PURCHASE
AGREEMENT") pursuant to which, among other things, (i) the Receivables
Purchasers have agreed, among other things, to purchase from the Transferor from
time to time Receivables (or interests therein) purchased by or contributed to
the Transferor pursuant to the Purchase and Sale Agreement and (ii) the
Transferor has granted a lien on the Receivables to the Receivables Collateral
Agent.
C. The Purchase and Sale Agreement and the Receivables
Purchase Agreement provide for the filing of UCC financing statements to perfect
the ownership and security interest of the parties thereto with respect to the
property covered thereby.
D. USS, the Lender Agent and the financial institutions
from time to time party thereto (collectively, the "LENDERS") are parties to a
Credit Agreement dated as of May 20, 2003 (as amended, supplemented, modified or
restated from time to time, the "CREDIT AGREEMENT").
E. To secure USS's obligations to the Lenders and Lender
Agent under the Credit Agreement and other Loan Documents (as hereinafter
defined), USS has granted to the Lender Agent for the benefit of the Lender
Agent and the Lenders a lien over, among other
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things, certain accounts receivable and certain general intangibles, including
the Unsold Receivables (as hereinafter defined), certain inventory and all
proceeds of the foregoing.
F. The parties hereto wish to set forth certain
agreements with respect to the Receivables Assets (as hereinafter defined) and
with respect to the Collateral (as hereinafter defined).
NOW, THEREFORE, in consideration of the foregoing premises and
the mutual covenants contained herein, and for other good and valuable
consideration, receipt of which is hereby acknowledged, it is hereby agreed as
follows:
ARTICLE 1. DEFINITIONS.
1.1. Certain Defined Terms. Capitalized terms used but not
defined herein shall have the meaning ascribed thereto in the Credit Agreement.
As used in this Agreement, the following terms shall have the following meanings
(such meanings to be equally applicable to both the singular and plural forms of
the terms defined):
"BUSINESS DAY" means any day that is not a Saturday, Sunday or
other day on which commercial banks in New York City are authorized or required
by law to remain closed.
"CLAIM" means the Lender Claim or the Receivables Claim, as
applicable.
"COLLATERAL" means all property and interests in property, now
owned or hereafter acquired or created, of USS in or upon which a Lender
Interest is granted or purported to be granted by USS to the Lenders or the
Lender Agent under any of the Loan Documents.
"COLLECTIONS" means, for any Receivable as of any date, (i)
all amounts, whether in the form of wire transfer, cash, checks, drafts, or
other instruments, that are received by the Transferor, USS (in its capacity as
Servicer under (and as defined in) the Receivables Purchase Agreement) or any
Originator in payment of amounts owed in respect of such Receivable (including
purchase price, finance charges, interest and other charges), or applied to any
amount owed by an Obligor on account of such Receivable, including, without
limitation, all amounts received on account of such Receivable (including
insurance payments and net proceeds of the sale or disposition of repossessed
goods or other collateral or property of an Obligor on account of such
Receivable) and all other fees and charges related thereto, (ii) cash proceeds
of Returned Goods with respect to such Receivable and (iii) all amounts paid by
USS in respect of such Receivable pursuant to the Purchase and Sale Agreement
and/or the Receivables Purchase Agreement.
"CONTRACT" has the meaning ascribed to such term in the
Receivables Purchase Agreement.
"DISPOSITION" means, with respect to any assets of USS, any
liquidation of USS or its assets, the establishment of any receivership for USS
or its assets, a bankruptcy proceeding of USS (either voluntary or involuntary),
the payment of any insurance, condemnation, confiscation, seizure or other claim
upon the condemnation, confiscation, seizure, loss or
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destruction thereof, or damage to, or any other sale, transfer, assignment or
other disposition of such assets.
"ELIGIBLE TRANSFEREE" has the meaning ascribed to such term in
the Security Agreement.
"ENFORCEMENT" means collectively or individually, for (a) any
of the Receivables Collateral Agent, the Funding Agents or the Receivables
Purchasers to (i) declare the Facility Termination Date under the Receivables
Documents or (ii) commence the judicial or nonjudicial enforcement of any of the
default rights and remedies under the Receivables Documents and (b) any of the
Lender Agent or the Lenders during the continuance of a Lender Event of Default
to (i) demand payment in full of or accelerate the indebtedness of the Borrower
to the Lenders and Lender Agent or (ii) commence the judicial or nonjudicial
enforcement of any of the default rights and remedies under the Loan Documents.
"ENFORCEMENT NOTICE" means a written notice delivered in
accordance with Section 2.5 which notice shall (i) if delivered by the
Receivables Collateral Agent, state that the Facility Termination Date has
occurred, specify the nature of the Termination Event that has caused the
declaration of such Facility Termination Date, and state that an Enforcement
Period has commenced and (ii) if delivered by the Lender Agent, state that a
Lender Event of Default has occurred and that the payment in full of the Lender
Claim has been demanded or the indebtedness of the Borrower to the Lenders has
been accelerated, specify the nature of the Lender Event of Default that caused
such demand and acceleration, and state that an Enforcement Period has
commenced.
"ENFORCEMENT PERIOD" means the period of time following the
receipt by either the Lender Agent, on the one hand, or the Receivables
Collateral Agent, on the other, of an Enforcement Notice delivered by any of the
others until the earliest of the following: (1) the Receivables Claim has been
satisfied in full, none of the Receivables Purchasers have any further
obligations under the Receivables Documents and the Receivables Documents have
been terminated; (2) the Lender Claim has been satisfied in full, the Lenders
have no further obligations under the Loan Documents and the Loan Documents have
been terminated; and (3) the parties hereto agree in writing to terminate the
Enforcement Period.
"FACILITY TERMINATION DATE" has the meaning ascribed to such
term in the Receivables Purchase Agreement.
"LENDERS" shall mean the Lenders under the Credit Agreement,
the various Agents party thereto and each other Secured Party (as defined in the
Security Agreement).
"LENDER CLAIM" means all of the indebtedness, obligations and
other liabilities of USS now or hereafter arising under, or in connection with,
the Loan Documents including, but not limited to, all sums now or hereafter
loaned or advanced to or for the benefit of USS, all reimbursement obligations
of USS with respect to letters of credit, any interest thereon (including,
without limitation, interest accruing after the commencement of a bankruptcy,
insolvency or similar proceeding relating to USS, whether or not such interest
is an allowed
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claim in any such proceeding), any reimbursement obligations, fees or expenses
due thereunder, and any costs of collection or enforcement.
"LENDER COLLATERAL" means all Collateral which does not
constitute Receivables Assets.
"LENDER EVENT OF DEFAULT" has the meaning ascribed to the term
"Event of Default" in the Credit Agreement.
"LENDER INTEREST" means, with respect to any property or
interest in property, now owned or hereafter acquired or created, of USS, any
lien, claim, encumbrance, security interest or other interest of the Lender
Agent or the Lenders in such property or interests in property.
"LOAN DOCUMENTS" has the meaning ascribed to such term in the
Credit Agreement.
"OBLIGOR" has the meaning ascribed to such term in the
Purchase and Sale Agreement.
"OUTSTANDING BALANCE" has the meaning ascribed to such term in
the Receivables Purchase Agreement.
"PERSON" means any individual, partnership, corporation
(including a business trust), joint stock company, limited liability company,
trust, unincorporated association, joint venture or other entity.
"PROCEEDS" has the meaning ascribed to such term in the UCC.
"PURCHASED RECEIVABLES" means now owned or hereafter existing
Receivables sold, purported to be sold, transferred or contributed or purported
to be transferred or contributed by any Originator to the Transferor or another
Eligible Transferee under the Purchase and Sale Agreement in connection with the
Effective Date Receivables Financing.
"RECEIVABLE" means:
(a) indebtedness and other obligations of, or the right
of the Transferor or any Originator to payment from or on behalf of, an Obligor
(whether constituting an account, chattel, paper, document, instrument or
general intangible) arising from the provision of merchandise, goods or services
to such Obligor, including all monies due or to become due with respect thereto,
including the right to payment of any interest or finance charges and other
obligations of such Obligor with respect thereto;
(b) all security interests or liens and property subject
thereto from time to time securing or purporting to secure any such indebtedness
by such Obligor;
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(c) all guarantees, indemnities and warranties, insurance
policies, financing statements and other agreements or arrangements of whatever
character from time to time supporting or securing payment of any such
indebtedness;
(d) all Collections with respect to any of the foregoing;
(e) all Records with respect to any of the foregoing; and
(f) all Proceeds with respect to any of the foregoing.
"RECEIVABLES ASSETS" means (i) the Purchased Receivables, (ii)
the Collections related to such Purchased Receivables, (iii) Returned Goods
relating to such Purchased Receivables, (iv) with respect to such Purchased
Receivables, all rights, interest and claims of the Transferor under the
Purchase and Sale Agreement in respect of such Purchased Receivables, (v) each
deposit or other bank account to which any Collections of such Purchased
Receivables are deposited (but in no event shall Receivables Assets include any
Collections or other monies deposited in such accounts which are not Collections
related to Purchased Receivables) and (vi) all Proceeds with respect to any of
the foregoing.
"RECEIVABLES CLAIM" means all indebtedness, obligations and
other liabilities of the Originators to the Transferor and of the Originators
and the Transferor to the Receivables Purchasers, the Receivables Collateral
Agent and/or the Funding Agents now or hereafter arising under, or in connection
with, the Receivables Documents, including, but not limited to, all sums or
increases now or hereafter advanced or made to or for the benefit of the
Transferor thereunder as the purchase price paid for Purchased Receivables (or
interests therein) or otherwise under the Receivables Purchase Agreement, any
yield thereon (including, without limitation, yield accruing after the
commencement of a bankruptcy, insolvency or similar proceeding relating to USS
or the Transferor, whether or not such yield is an allowed claim in any such
proceeding), any repayment obligations, fees or expenses due thereunder, and any
costs of collection or enforcement.
"RECEIVABLES DOCUMENTS" means the Purchase and Sale Agreement,
the Receivables Purchase Agreement and any other agreements, instruments or
documents (i) executed by the Originators and delivered to the Transferor, the
Funding Agents, the Receivables Collateral Agent or the Receivables Purchasers
or (ii) executed by the Transferor and delivered to the Funding Agents, the
Receivables Collateral Agent or the Receivables Purchasers.
"RECEIVABLES INTEREST" means, with respect to any property or
interests in property, now owned or hereafter acquired or created, of any
Originator (regardless of whether sold or contributed by such Originator to the
Transferor), any lien, claim, encumbrance, security interest or other interest
of the Transferor and/or the Receivables Collateral Agent, the Funding Agents or
any Receivables Purchaser in such property or interests in property.
"RECEIVABLES PURCHASER" means each Person from time to time
party to the Receivables Purchase Agreement in the capacity of a "CP Conduit
Purchaser" or a "Committed Purchaser" (in each case, as defined in the
Receivables Purchase Agreement).
"RECEIVABLES TERMINATION NOTICE" has the meaning set forth in
Section 2.19.
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"RECORDS" means all Contracts and other documents, books,
records and other information (including computer programs, tapes, disks, data
processing software and related property and rights) maintained with respect to
Receivables, the Obligors thereunder and the Receivables Assets.
"RETURNED GOODS" means all returned, repossessed or foreclosed
goods and/or merchandise the sale of which gave rise to a Receivable.
"TERMINATION EVENT" has the meaning ascribed to such term in
the Receivables Purchase Agreement.
"UCC" means the Uniform Commercial Code as from time to time
in effect in the State of New York.
"UNSOLD RECEIVABLES" means any Receivables other than
Purchased Receivables.
1.2. References to Terms Defined in the Receivables
Documents and the Loan Documents. Whenever in Section 1.1 a term is defined by
reference to the meaning ascribed to such term in any of the Receivables
Documents or in any of the Loan Documents, then, unless otherwise specified
herein, such term shall have the meaning ascribed to such term in the
Receivables Documents or Loan Documents, respectively, as in existence on the
date hereof, without giving effect to any amendments of such term (or any
amendment of terms used in such term) as may hereafter be agreed to by the
parties to such documents, unless such amendments have been consented to in
writing by all of the parties hereto.
ARTICLE 2. INTERCREDITOR PROVISIONS.
2.1. Priorities with Respect to Receivables Assets.
Notwithstanding any provision of the UCC, any applicable law or decision or any
of the Loan Documents or the Receivables Documents, the Lender Agent (for itself
and on behalf of each Lender) hereby agrees that, upon the sale or other
transfer (including, without limitation, by way of capital contribution) of any
Receivable (or interest therein) by an Originator to the Transferor pursuant to
the Purchase and Sale Agreement, any Lender Interest of the Lenders or the
Lender Agent in such Receivables and all Receivables Assets with respect thereto
shall automatically and without further action cease and be forever released and
discharged and the Lender Agent and the Lenders shall have no Lender Interest
therein; provided, however, that nothing in this Section 2.1 shall be deemed to
constitute a release by the Lender Agent and the Lenders of: (i) any Lender
Interest in the proceeds received by USS from the Transferor for the sale of
Receivables pursuant to the Purchase and Sale Agreement (including, without
limitation, cash payments made by the Transferor); (ii) any Lender Interest or
right of the Lender Agent and the Lenders have in any interests which USS may
acquire from the Transferor and/or the Receivables Collateral Agent or the
Funding Agents in Returned Goods; and (iii) any Lender Interest or right the
Lenders or the Lender Agent have in any Unsold Receivables and the proceeds
thereof; provided further, however, that any Lender Interest in such Returned
Goods shall be junior and subject and subordinate to the Receivables Interest
therein unless and until each of USS and the Transferor shall have made all
payments or adjustments required to be made by it under the Receivables
Documents on account of the reduction of the outstanding balance of any
Purchased Receivable
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related to such Returned Goods. If any goods or merchandise, the sale of which
has given rise to a Purchased Receivable, are returned to or repossessed by USS,
on behalf of the Transferor, then, upon payment by USS or the Transferor of all
adjustments required on account thereof under the Receivables Purchase
Agreement, the Receivables Interest in such Returned Goods shall automatically
and without further action cease to exist and be released and extinguished and
such Returned Goods shall thereafter not constitute Receivables Assets for
purposes of this Agreement unless and until such Returned Goods have been resold
so as to give rise to a Receivable and such Receivable has been sold,
contributed or otherwise transferred to the Transferor.
2.2. Respective Interests in Receivables Assets and Lender
Collateral.
(a) Except for all rights to access to and use of Records
granted to the Receivables Collateral Agent and the Receivables Purchasers
pursuant to the Receivables Documents and except for the Receivables Interest of
the Receivables Collateral Agent (for the benefit of the Funding Agents and
Receivables Purchasers) in Returned Goods, which interest is senior in all
respects to any Lender Interest therein subject to Section 2.1, each of the
Transferor and the Receivables Collateral Agent (for itself and on behalf of
each Receivables Purchaser) agrees that it does not have and shall not have any
Receivables Interest in the Lender Collateral. Each of the Transferor and the
Receivables Collateral Agent (for itself and on behalf of each Receivables
Purchaser) agrees that it shall not request or accept, directly or indirectly
(by assignment or otherwise) from USS any collateral security for payment of any
Receivables Claims (other than any such collateral security included in the
Receivables Assets and the right of access to and use of Records granted to the
Receivables Collateral Agent and the Receivables Purchasers pursuant to the
Receivables Documents) and hereby releases any Receivables Interest in any such
collateral security.
(b) Except for rights in Returned Goods granted to the
Lender Agent and the Lenders pursuant to the Loan Documents, which Lender
Interest is junior and subordinate to any Receivables Interest therein, the
Lender Agent (for itself and on behalf of each Lender) agrees that neither the
Lender Agent nor the Lenders have, nor shall they have, any Lender Interest in
the Receivables Assets.
2.3. Distribution of Proceeds. At all times, all proceeds
of Lender Collateral and Receivables Assets shall be distributed in accordance
with the following procedure:
(a) (i) All proceeds of the Lender Collateral shall be
paid to the Lender Agent for application on the Lender Claim and other
obligations and liabilities owing under the Credit Agreement and other Loan
Documents until the Lender Claim and such other obligations and liabilities have
been paid and satisfied in full in cash and the Credit Agreement is terminated;
and (ii) any remaining proceeds shall be paid to USS or as otherwise required by
applicable law, and the Transferor and the Receivables Collateral Agent (for
itself and on behalf of each Receivables Purchaser) agrees that none of the
Transferor, the Receivables Collateral Agent or the Receivables Purchasers have,
nor shall they have, any Receivables Interest in such remaining proceeds. The
foregoing shall not, however, impair any claim or any right or remedy which the
Transferor, the Receivables Collateral Agent, the Funding Agents or the
Receivables Purchasers may have against USS under the Receivables Documents or
otherwise.
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(b) (i) All proceeds of the Receivables Assets shall be
paid to the Receivables Collateral Agent for application against the Receivables
Claim and for application in accordance with the Receivables Documents until the
Receivables Claim has been paid and satisfied in full in cash and the
Receivables Documents have terminated; and (ii) subject to Section 2.1 hereof,
any remaining proceeds shall be paid to the Transferor or as otherwise required
by applicable law. The Lender Agent (for itself and on behalf of each Lender)
agrees that, except as set forth in Section 2.1 hereof, neither the Lender Agent
nor the Lenders have, nor shall they have, any Lender Interest in such remaining
proceeds. The foregoing shall not, however, impair any claim or any right or
remedy which the Lender Agent or the Lenders may have against USS under the Loan
Documents or otherwise.
(c) In the event that any of the Transferor, the
Receivables Collateral Agent or the Receivables Purchasers now or hereafter
obtains possession of any Lender Collateral, it shall immediately deliver to the
Lender Agent such Lender Collateral (and until delivered to the Lender Agent
such Lender Collateral shall be held in trust for the Lender Agent). Each of the
Transferor, the Receivables Collateral Agent (for itself and on behalf of each
Receivables Purchaser) further agrees to immediately turn over the proceeds of
any Disposition of Lender Collateral which it (or any Receivables Purchaser)
might receive while any Lender Claim, any other obligations or liabilities under
the Credit Agreement, any Loan Document or any commitment to make financial
accommodations thereunder remain outstanding, regardless of whether the Lender
Agent has a perfected and enforceable lien in the assets of USS from which the
proceeds of any such Disposition have been received.
(d) In the event that the Borrower, the Lenders or the
Lender Agent now or hereafter obtains possession of any Receivables Assets, it
shall immediately deliver to the Receivables Collateral Agent such Receivables
Assets (and until delivered to the Receivables Collateral Agent such Receivables
Assets shall be held in trust for the Receivables Collateral Agent). The
Borrower and the Lender Agent (for itself and on behalf of each Lender) further
agrees to immediately turn over the proceeds of any Disposition of Receivables
Assets to the Receivables Collateral Agent which it (or any Lender) might
receive while any Receivables Claim, any other obligations or liabilities under
the Receivables Documents or any commitment to make financial accommodations
thereunder remain outstanding, regardless of whether the Receivables Collateral
Agent has a perfected and enforceable lien in the assets from which the proceeds
of such Disposition have been received.
(e) USS agrees to keep all Returned Goods segregated from
Inventory. If any Inventory of USS has been commingled with Returned Goods in
which the Receivables Interest continues as provided in Section 2.1 above, and
the Lender Agent or any Lender receives any proceeds on account of such
inventory (whether by reason of sale or by reason of insurance payments on
account thereof) prior to release of such Receivables Interest, then: (i) all
proceeds of such inventory shall be paid to the Lender Agent and the Lender
Agent shall, immediately upon receipt of such proceeds, pay to the Receivables
Collateral Agent for application against the Receivables Claim a share of such
proceeds equal to the dollar amount thereof multiplied by a fraction, the
numerator of which equals the book value of the Returned Goods and the
denominator of which equals the book value of all of the inventory on account of
which the Lender Agent has received such cash proceeds; and (ii) any remaining
proceeds shall be paid to the Lender Agent for application against the Lender
Claim.
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2.4. Unsold Receivables.
(a) The Transferor and the Receivables Collateral Agent
(for itself and on behalf of each Receivables Purchaser) hereby acknowledge that
the Lender Agent on behalf of the Lenders and itself shall be entitled to
Collections of Unsold Receivables.
(b) Each of the parties hereto hereby agrees that all
Collections received on account of Receivables Assets shall be paid or delivered
to the Receivables Collateral Agent for application in accordance with Section
2.3(b) and all Collections received on account of Unsold Receivables shall be
paid or delivered to the Lender Agent for application in accordance with Section
2.3(a).
(c) The Lender Agent agrees that it shall not exercise
any rights it may have under the Loan Documents to send any notices to Obligors
informing them of the Lenders' interest (if any) in the Receivables or directing
such Obligors to make payments in any particular manner of any amounts due under
the Receivables prior to the latest of payment in full of the Receivables Claim
and the termination of the Receivables Documents, except that, from and after
any date on which (x) a Receivables Termination Notice has been delivered
pursuant to Section 2.19, (y) the termination and cessation of transfers of
Receivables is required to be effective under the terms of Section 2.19 and (z)
the Receivables Claim has been paid in full or the Purchased Receivables giving
rise to any unpaid Receivables Claim have been written off in accordance with
their terms, the Lender Agent may inform any Obligors of Unsold Receivables that
such Unsold Receivables have been assigned to the Lender Agent so long as such
notices do not under any circumstances direct that payments on account of such
Unsold Receivables be made to any location or account to which payments on
account of Purchased Receivables are required to be made pursuant to the terms
of the Receivables Documents.
2.5. Enforcement Actions. Each of the Lender Agent and the
Receivables Collateral Agent agrees to use reasonable efforts to give an
Enforcement Notice to the others prior to commencement of Enforcement (but
failure to do so shall not prevent such Person from commencing Enforcement or
affect its rights hereunder nor create any cause of action or liability against
such Person). Subject to the foregoing, each of the parties hereto agrees that
during an Enforcement Period:
(a) Subject to any applicable restrictions in the
Receivables Documents, the Receivables Collateral Agent may at its
option and without the prior consent of the other parties hereto, take
any action to (i) accelerate payment of the Receivables Claim or any
other obligations and liabilities under any of the Receivables
Documents and (ii) liquidate the Receivables Assets or to foreclose or
realize upon or enforce any of its rights with respect to the
Receivables Assets; provided, however, that the Receivables Collateral
Agent shall not take any action to foreclose or realize upon or to
enforce any rights it may have with respect to any Receivables Assets
constituting Returned Goods which have been commingled with the Lender
Collateral without the prior written consent of the Lender Agent.
(b) Subject to any applicable restrictions in the Loan
Documents, the Lender Agent or the Lenders may, at their option and
without the prior consent of the other
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parties hereto, take any action to accelerate payment of the Lender
Claim or any other obligation or liability arising under any of the
Loan Documents, foreclose or realize upon or enforce any of their
rights with respect to the Lender Collateral or other collateral
security, including, except as otherwise provided in Section 2.3(e),
with respect to any Receivables Assets constituting Returned Goods that
have been commingled with the Lender Collateral, or take any other
actions as they deem appropriate; provided, however, that the Lender
Agent shall not otherwise take any action to foreclose or realize upon
or to enforce any rights it may have with respect to uncommingled
Returned Goods without the Receivables Collateral Agent's prior written
consent unless the Receivables Claim or any other obligation or
liability arising under any of the Receivables Documents shall have
been first paid and satisfied in full and the Receivables Documents
have terminated.
(c) If Returned Goods are commingled with Inventory, the
parties agree to cooperate in the disposition of such Returned Goods
and Inventory and the application of the proceeds thereof as provided
in Section 2.3(e).
2.6. Access to Records. Subject to any applicable
restrictions in the Receivables Documents (but without limiting any rights under
the Receivables Documents), each of the Receivables Purchasers, the Funding
Agents and the Receivables Collateral Agent may enter one or more premises of
USS, the Transferor or their respective affiliates, whether leased or owned, at
any time during reasonable business hours, without force or process of law and
without obligation to pay rent or compensation to USS, the Transferor, such
affiliates, the Lenders or the Lender Agent, whether before, during or after an
Enforcement Period, and may have access to and use of all Records located
thereon and may have access to and use of any other property to which such
access and use are granted under the Receivables Documents, in each case
provided that such use is for the purpose of enforcing the Receivables
Collateral Agent's, Funding Agent's and/or the Receivables Purchasers' rights
with respect to the Receivables Assets.
2.7. Accountings. The Lender Agent agrees to render
statements to the Receivables Collateral Agent upon reasonable request, which
statements shall identify in reasonable detail the Unsold Receivables and shall
render an account of the Lender Claim, giving effect to the application of
proceeds of Lender Collateral as hereinbefore provided. USS agrees to render
statements to the Lender Agent upon reasonable request, which statements shall
identify in reasonable detail the Purchased Receivables and shall render an
account of the Receivables Claim, giving effect to the application of proceeds
of Receivables Assets and Collateral as hereinbefore provided; provided that the
Receivables Collateral Agent agrees to render such statements to the Lender
Agent upon reasonable request from and after the date (if any) on which USS has
ceased to be the Servicer under (and as defined in) the Receivables Purchase
Agreement. USS and the Transferor hereby authorize the Lender Agent and the
Receivables Collateral Agent to provide the statements described in this
section. None of the Lender Agent, USS or the Receivables Collateral Agent shall
bear any liability if their respective accounts are incorrect.
2.8. Agency for Perfection. The Receivables Collateral
Agent and the Lender Agent hereby appoint each other as agent for purposes of
perfecting by possession their respective security interests and ownership
interests and liens on the Collateral and Receivables
11
Assets described hereunder. In the event that the Receivables Collateral Agent
obtains possession of any of the Lender Collateral, the Receivables Collateral
Agent shall notify the Lender Agent of such fact, shall hold such Lender
Collateral in trust and shall deliver such Lender Collateral to the Lender Agent
upon request. In the event that the Lender Agent obtains possession of any of
the Receivables Assets, the Lender Agent shall notify the Receivables Collateral
Agent of such fact, shall hold such Receivables Assets in trust and shall
deliver such Receivables Assets to the Receivables Collateral Agent upon
request.
2.9. UCC Notices. In the event that any party hereto shall
be required by the UCC or any other applicable law to give notice to the other
of intended disposition of Receivables Assets or Lender Collateral,
respectively, such notice shall be given in accordance with Section 3.1 hereof
and ten (10) days' notice shall be deemed to be commercially reasonable.
2.10. Independent Credit Investigations. Neither the
Receivables Purchasers, the Receivables Collateral Agent, the Lender Agent nor
the Lenders nor any of their respective directors, officers, agents or employees
shall be responsible to the other or to any other person, firm or corporation
for the solvency, financial condition or ability of USS, any other Originator or
the Transferor to repay the Receivables Claim or the Lender Claim, or for the
worth of the Receivables Assets or the Lender Collateral, or for statements of
USS, any other Originator, the Transferor or the Borrower, oral or written, or
for the validity, sufficiency or enforceability of the Receivables Claim, the
Lender Claim, the Receivables Documents, the Loan Documents, the Receivables
Collateral Agent's interest in the Receivables Assets or the Lenders' or Lender
Agent's interest in the Lender Collateral. The Lenders and the Receivables
Purchasers have entered into their respective agreements with USS, the
Transferor or the Borrower, as applicable, based upon their own independent
investigations. None of the Lenders, the Receivables Collateral Agent or the
Receivables Purchasers makes any warranty or representation to the other nor
does it rely upon any representation of the other with respect to matters
identified or referred to in this Section 2.10.
2.11. Limitation on Liability of Parties to Each Other.
Except with respect to liability for breach of express obligations under this
Agreement, no party shall have any liability to any other party except for
liability arising from the gross negligence or willful misconduct of such party
or its representatives.
2.12. Amendments to Loan Arrangements or to this Agreement.
Each party hereto shall, upon reasonable request of any other party hereto,
provide copies of all modifications or amendments and copies of all other
documentation relevant to the Receivables Assets or the Lender Collateral. All
modifications or amendments of this Agreement must be in writing and duly
executed by an authorized officer of each party hereto to be binding and
enforceable.
2.13. Marshalling of Assets. Nothing in this Agreement will
be deemed to require either the Receivables Collateral Agent or the Lender Agent
(i) to proceed against certain property securing the Lender Claim (or any other
obligation or liability under the Credit Agreement or any other Loan Documents)
or the Receivables Claim (or any other obligation or liability under the
Receivables Documents), as applicable, prior to proceeding against other
property securing such Claim or obligations or liabilities or against certain
persons guaranteeing
12
any such obligations or (ii) to marshal the Lender Collateral (or any other
collateral) or the Receivables Assets (as applicable) upon the enforcement of
the Lender Agent's or the Receivables Collateral Agent's remedies under the Loan
Documents or Receivables Documents, as applicable.
2.14. Relative Rights.
(a) The relative rights of the Lenders, each as against
the other, shall be determined by agreement among such parties in accordance
with the terms of the Loan Documents. The Receivables Collateral Agent and the
Receivables Purchasers shall be entitled to rely on the power and authority of
the Lender Agent to act on behalf of all of the Lenders Parties (as defined in
the Credit Agreement) to the extent the provisions hereof have the Lender Agent
so act.
(b) The Lender Agent and the Lenders shall be entitled to
rely on the power and authority of the Receivables Collateral Agent to act on
behalf of the Funding Agents and Receivables Purchasers to the extent the
provisions hereof have the Receivables Collateral Agent so act.
2.15. Effect Upon Loan Documents and Receivables Documents.
By executing this Agreement, USS and the Transferor agree to be bound by the
provisions hereof (i) as they relate to the relative rights of the Lenders and
the Lender Agent with respect to the property of USS; and (ii) as they relate to
the relative rights of USS, the other Originators, the Transferor, the
Receivables Purchasers, the Funding Agents and/or the Receivables Collateral
Agent as creditors of (or purchasers from) USS, the other Originators or the
Transferor, as the case may be. USS acknowledges that the provisions of this
Agreement shall not give it any substantive rights as against the Lender Agent
or the Lenders and that nothing in this Agreement shall (except as expressly
provided herein) amend, modify, change or supersede the terms of the Loan
Documents as between USS, the Lender Agent and the Lenders. The Transferor and
USS acknowledge that the provisions of this Agreement shall not give the
Transferor, USS or any other Originator any substantive rights as against the
Receivables Collateral Agent, the Funding Agents or the Receivables Purchasers
and that nothing in this Agreement shall (except as expressly provided herein)
amend, modify, change or supersede the terms of the Receivables Documents as
among the Transferor, USS, the other Originators, the Receivables Collateral
Agent, the Funding Agents or the Receivables Purchasers. USS and the Transferor
further acknowledge that the provisions of this Agreement shall not give any
such party any substantive rights as against the other and that nothing in this
Agreement shall amend, modify, change or supersede the terms of the Receivables
Documents as between USS, the other Originators and the Transferor.
Notwithstanding the foregoing, each of the Receivables Collateral Agent (for
itself and on behalf of each Receivables Purchaser), and the Lender Agent (for
itself and on behalf of each Lender) agrees, that, as between themselves, to the
extent the terms and provisions of the other Loan Documents or the Receivables
Documents are inconsistent with the terms and provisions of this Agreement, the
terms and provisions of this Agreement shall control.
2.16. Nature of the Lender Claim and Modification of Loan
Documents. Each of the Transferor and the Receivables Collateral Agent (for
itself and on behalf of each Receivables Purchaser) acknowledge that the Lender
Claim and other obligations and liabilities
13
owing under the Loan Documents are, in part, revolving in nature and that the
amount of such revolving indebtedness which may be outstanding at any time or
from time to time may be increased or reduced and subsequently reborrowed. The
terms of the Loan Documents may be modified, extended or amended from time to
time, and the amount thereof may be increased or reduced, all without notice or
consent by any of the Transferor, the Receivables Collateral Agent or the
Receivables Purchasers and without affecting the provisions of this Agreement.
Without in any way limiting the foregoing, each of the Transferor or the
Receivables Collateral Agent (for itself and on behalf of each Receivables
Purchaser) hereby agrees that the maximum amount of the Lender Claim and other
obligations and liabilities owing under the Loan Documents may be increased at
any time and from time to time to any amount.
2.17. Nature of the Receivables Claim and Modification of
Receivables Documents. USS and the Lender Agent (for itself and on behalf of
each Lender) acknowledges that the Receivables Claim and other obligations and
liabilities owing under the Receivables Documents are, in part, revolving in
nature and that the amount of such revolving obligations which may be
outstanding at any time or from time to time may be increased or reduced and
subsequently reincurred. The terms of the Receivables Documents may be modified,
extended or amended from time to time, and the amount thereof may be increased
or reduced, all without notice to or consent by any of USS, the Lenders or the
Lender Agent and without affecting the provisions of this Agreement; provided
that nothing in this Section 2.17 (including, without limitation, the next
succeeding sentence) shall be construed to relieve USS of its obligation to
comply with the covenants under the Credit Agreement. Without in any way
limiting the foregoing, each of USS and the Lender Agent (for itself and on
behalf of each Lender) hereby agrees that the maximum amount of the Receivables
Claim and other obligations and liabilities owing under the Receivables
Documents and the amount of Receivables which may be purchased or otherwise
financed pursuant to the Receivables Documents may, in each case, be increased
at any time and from time to time to any amount.
2.18. Further Assurances. Each of the parties agrees to
take such actions as may be reasonably requested by any other party, whether
before, during or after an Enforcement Period, in order to effect the rules of
distribution and allocation set forth above in this Article 2 and to otherwise
effectuate the agreements made in this Article.
2.19. Termination and Cessation of Transfer of Receivables.
After the occurrence and during the continuance of a Lender Event of Default and
upon written notice thereof by the Lender Agent or the Required Lenders to the
Receivables Collateral Agent (a "Receivables Termination Notice"), the Funding
Agents and USS, (i) USS shall terminate and cease all transfers of Receivables
from the Originators to the Transferor and (ii) the Transferor and the
Receivables Collateral Agent, Receivables Purchasers and Funding Agents shall
terminate and cease, or shall cause the termination and cessation of, all
transfers of Receivables from the Transferor to the Receivables Purchasers or
the Funding Agents (all such termination and cessation under clauses (i) and
(ii) to be effective at the close of business on the Business Day after such
Receivables Termination Notice is effective in accordance with Section 3.1
unless on the date of such notice USS certifies in writing to the Lender Agent
(which certification USS covenants and agrees to provide, if true) that the
Purchased Interest (as defined in the Receivables Purchase Agreement) exceeds
100%, in which case all such termination and cessation shall be effective at the
close of business two Business Days after the Receivables
14
Termination Notice is effective in accordance with Section 3.1); provided that
in the case of a Lender Event of Default resulting from the commencement of a
bankruptcy, insolvency or similar proceeding relating to USS, all transfers of
Receivables immediately and automatically shall terminate and cease without
notice of any kind (except to the extent otherwise required pursuant to an order
entered by the bankruptcy court having jurisdiction over such proceeding).
Except as set forth in the immediately preceding proviso, nothing contained in
this Section shall affect the rights of the Transferor, Receivables Collateral
Agent, Receivables Purchasers or Funding Agents with respect to Receivables
transferred prior to the time when termination and cessation of such transfers
is required to be effective pursuant to the foregoing provisions of this Section
2.19. The parties hereto acknowledge and agree that, notwithstanding anything to
the contrary in the Receivables Purchase Agreement or the Purchase and Sale
Agreement, delivery of a Receivables Termination Notice hereunder shall
constitute a Termination Event under (and as defined in) the Receivables
Purchase Agreement, and the Receivables Collateral Agent, the Transferor, the
Receivables Purchasers and the Funding Agents shall be authorized to terminate
and cease (or cause the termination and cessation of) transfers of Receivables
as described in clause (ii) of the first sentence of this Section 2.19. Neither
the Lender Agent nor the Required Lenders shall deliver a Receivables
Termination Notice on any date during the continuance of any Event of Default if
on such date the Total Outstanding Amount under (and as defined in) the Credit
Agreement is zero.
2.20. Blocked Accounts. The Receivables Collateral Agent
(for itself and on behalf of the Receivables Purchasers and Funding Agents)
hereby consents to the execution of blocked account agreements (the "Blocked
Account Agreements") with respect to bank accounts currently held in the name of
the Transferor, in accordance with Section 5(b) of the Security Agreement (it
being understood that the Lender Interest in such bank accounts and amounts held
therein shall extend only to Unsold Receivables and Collections and other
proceeds in respect thereof). The Receivables Collateral Agent agrees, upon the
written request of the Lender Agent (an "Initial Notification Request"), to
provide a written response stating whether or not the Receivables Documents have
been terminated and all monetary obligations under the Receivables Documents
have been satisfied in full and, if such termination and satisfaction have
occurred, to notify the applicable banks as contemplated in Section 5(b)(i) of
the Security Agreement (it being understood that the Lender Agent shall deliver
an Initial Notification Request only if it believes in good faith belief that
the Receivables Documents may have terminated and all monetary obligations
thereunder may have been paid, or if it has been instructed in good faith by the
Required Lenders to make such Initial Notification Request). If the Receivables
Collateral Agent (i) does not respond in writing to such Initial Notification
Request or (ii) confirms in writing that the Receivables Documents have been
terminated and all monetary obligations under the Receivables Documents have
been satisfied in full, but does not so notify the applicable banks, in either
case within five Business Days of the effectiveness of such Initial Notification
Request, the Lender Agent may deliver a Final Notification Request (as defined
below). During the continuance of the Receivables Collateral Agent's failure to
respond or give requisite notice to the applicable banks, each of the Funding
Agents party hereto agrees, upon the written request of the Lender Agent (a
"Final Notification Request"), to state whether or not the Receivables Documents
have been terminated and all monetary obligations under the Receivables
Documents have been satisfied and, if such termination and satisfaction have
occurred, to use all commercially reasonable efforts to cause the Receivables
Collateral Agent to notify the applicable banks as contemplated in Section
5(b)(i) of the Security Agreement. In the
15
event that the Funding Agents have not complied with, or caused the Receivables
Collateral Agent to comply with, such Final Notification Request within three
Business Days of the effectiveness of such Final Notification Request, the
Lender Agent shall be entitled to deliver the notice contemplated in Section
5(b)(i) of the Security Agreement. Notwithstanding anything to the contrary in
this Section 2.20, if the Receivables Collateral Agent or any Funding Agent
responds in writing to an Initial Notification Request or a Final Notification
Request within the respective time periods allowed herein for such response, and
such written response states that the Receivables Documents have not terminated
or that all monetary obligations in respect thereof have not been satisfied, the
Lender Agent (regardless of whether it disputes the statements set forth in such
response) shall not be entitled to deliver the notice contemplated in Section
5(b)(i) of the Security Agreement unless and until the Receivables Collateral
Agent or a Funding Agent shall have indicated in writing (or a court of
competent jurisdiction shall have determined) that the Receivables Documents
have terminated and all monetary obligations in respect thereof have been
satisfied.
2.21. No Petition. The Lender Agent (for itself and on
behalf of each Lender) hereby agrees that, prior to the date which is one year
and one day after date upon which the Receivables Claim is paid in full, it will
not institute against, or join any other Person in instituting against, the
Transferor any bankruptcy, reorganization, arrangement, insolvency or
liquidation proceeding or other similar proceeding under any bankruptcy or
similar law of the United States or any state of the United States.
ARTICLE 3. MISCELLANEOUS
3.1. Notices. All notices and other communications
provided for hereunder shall, unless otherwise stated herein, be in writing
(including telecommunications and communication by facsimile copy) and delivered
by hand or overnight courier service, mailed by certified or registered mail or
sent by telecopy or facsimile as to each party hereto, at its address set forth
under its name on the signature pages hereof or at such other address as shall
be designated by such party in a written notice to the other parties hereto. All
such notices and communications shall be effective upon receipt or, in the case
of notice by telex, when telexed against receipt of the answerback, or in the
case of notice by facsimile copy, when verbal confirmation of receipt is
obtained, in each case addressed as aforesaid.
3.2. Agreement Absolute. Each of the Receivables
Collateral Agent and the Receivables Purchasers shall be deemed to have entered
into the Receivables Documents in express reliance upon this Agreement and the
Lenders and the Lender Agent shall be deemed to have entered into the Loan
Documents in express reliance upon this Agreement. This Agreement may not be
modified or amended, except in accordance with Section 2.12. This Agreement
shall be applicable both before and after the filing of any petition by or
against USS, any other Originator or the Transferor under the U.S. Bankruptcy
Code and all references herein to USS, any other Originator or the Transferor
shall be deemed to apply to a debtor-in-possession for such party and all
allocations of payments between the Lenders and the Receivables Purchasers
shall, subject to any court order to the contrary, continue to be made after the
filing of such petition on the same basis that the payments were to be applied
prior to the date of the petition.
16
3.3. Successors and Assigns. This Agreement shall be
binding upon and inure to the benefit of each of the parties hereto and their
respective successors and assigns. The successors and assigns for USS, the other
Originators and the Transferor shall include a debtor-in-possession or trustee
of or for such party. The successors and assigns for the Lenders, the
Receivables Purchasers, the Funding Agents, the Lenders Agent and the
Receivables Collateral Agent, as the case may be, shall include any successor
Lenders, Receivables Purchasers, the Funding Agents, Lender Agent and
Receivables Collateral Agent, as the case may be, appointed under the terms of
the Loan Documents or the Receivables Documents, as applicable. Each of the
Lender Agent (for itself and on behalf of each Lender) and the Receivables
Collateral Agent (for itself and on behalf of each Receivables Purchaser), as
the case may be, agrees not to transfer any interest it may have in the Loan
Documents or the Receivables Documents unless such transferee has been notified
of the existence of this Agreement and has agreed to be bound hereby. In the
event that the financing provided under the Credit Agreement shall be
refinanced, replaced or refunded, USS, the Transferor and the Receivables
Collateral Agent hereby agree, at the request of the agent or lenders under the
credit facility that so refinances, replaces or refunds the financing under the
Credit Agreement, to execute and deliver a new intercreditor agreement with such
agent and/or lenders on substantially the same terms as herein provided. In the
event that the financing provided under the Receivables Documents shall be
refinanced, replaced or refunded, the Lender Agent (for itself and on behalf of
each Lender) hereby agrees that, at the request of the agent or purchasers under
the facility that so refinances, replaces or refunds the financing under the
Receivables Documents, to execute and deliver a new intercreditor agreement with
such agent and/or purchasers on substantially the same terms as herein provided.
3.4. Beneficiaries. The terms and provisions of this
Agreement shall be for the sole benefit of the parties hereto, the Lenders, the
Funding Agents and the Receivables Purchasers and their respective successors
and assigns, and no other Person shall have any right, benefit or priority by
reason of this Agreement.
3.5. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (INCLUDING
SECTIONS 5-1401 OF THE GENERAL OBLIGATIONS LAWS OF THE STATE OF NEW YORK, BUT
OTHERWISE WITHOUT REGARD TO CONFLICTS OF LAW PROVISIONS).
3.6. Section Titles. The article and section headings
contained in this Agreement are and shall be without substantive meaning or
content of any kind whatsoever and are not a part of the agreement between the
parties hereto.
3.7. Severability. Any provision of this Agreement that is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof or thereof or affecting the
validity or enforceability of such provision in any other jurisdiction.
3.8. Execution in Counterparts. This Agreement may be
executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed shall be deemed to be an
original and all of which when taken together shall constitute one and the same
agreement.
17
3.9. Effectiveness. This Agreement shall become effective
as of the date hereof on the date on which each of the Lender Agent and the
Receivables Collateral Agent shall have received duly executed counterparts
hereof signed by each of the parties hereto (or, in the case of any such Person
as to which an executed counterpart shall not have been received, receipt by the
Lender Agent and the Receivables Collateral Agent in a form satisfactory to it
of a telex, facsimile or other written confirmation from such Person that it has
executed a counterpart hereof or a consent hereto, as applicable). On and after
the date of effectiveness hereof, the rights and obligations of the parties
hereto shall be governed by this Agreement, and on the date of effectiveness
hereof, the intercreditor agreement dated as of November 30, 2003 among the
parties hereto (the "EXISTING INTERCREDITOR AGREEMENT") shall automatically
terminate.
IN WITNESS WHEREOF, the parties have caused this Agreement to
be executed by their respective officers thereunto duly authorized, as of the
date first above written.
JPMORGAN CHASE BANK,
as a Funding Agent and, solely for the
purpose of Section 3.9, as "Funding Agent"
under the Existing Intercreditor Agreement
referred to in Section 3.9.
By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇
-----------------------------------
Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇
Title: Assistant Vice President
Address: ▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇, Conduit
Administration
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
▇▇
▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇,
as a Funding Agent and as Receivables
Collateral Agent and, solely for the purpose
of Section 3.9, as "Funding Agent" and as
"Receivables Collateral Agent" under the
Existing Intercreditor Agreement referred to
in Section 3.9.
By: /s/ ▇▇▇▇▇▇ Last
----------------------------------
Name: ▇▇▇▇▇▇ Last
Title: Managing Director
Address: ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ Last
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
19
JPMORGAN CHASE BANK,
as Lender Agent and, solely for the purpose
of Section 3.9, as "Lender Agent" under the
Existing Intercreditor Agreement referred to
in Section 3.9.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Managing Director
Address: ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
20
U.S. STEEL RECEIVABLES LLC,
as Transferor and, solely for the purpose of
Section 3.9, as "Transferor" under the
Existing Intercreditor Agreement referred to
in Section 3.9.
By: /s/ ▇. ▇. ▇▇▇▇▇▇▇▇
----------------------------------
Name: ▇. ▇. ▇▇▇▇▇▇▇▇
Title: Vice President
Address: ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: Treasurer
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
21
UNITED STATES STEEL CORPORATION,
as Originator, as Servicer and as Borrower
and, solely for the purpose of Section 3.9,
as "Originator", as "Servicer" and as
"Borrower" under the Existing Intercreditor
Agreement referred to in Section 3.9.
By: /s/ ▇. ▇. ▇▇▇▇▇▇▇▇
----------------------------------
Name: ▇. ▇. ▇▇▇▇▇▇▇▇
Title: Executive Vice President, Treasurer
and Chief Financial Officer
Address: ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: Treasurer
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
22
Accepted and Agreed:
JPMORGAN CHASE BANK,
as Administrative Agent and Collateral
Agent under the Credit Agreement
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Managing Director
GENERAL ELECTRIC CAPITAL CORPORATION,
as Co-Collateral Agent under the Credit Agreement
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇
-----------------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇
Title: Duly Authorized Signatory
23
