Exhibit 1
9,500,000 SHARES
UNITED STATES STEEL CORPORATION
COMMON STOCK, PAR VALUE $1.00 PER SHARE
UNDERWRITING AGREEMENT
May 14, 2002
CREDIT SUISSE FIRST BOSTON CORPORATION
X.X. XXXXXX SECURITIES INC.,
As Representatives (the "REPRESENTATIVES")
of the Several Underwriters,
c/o Credit Suisse First Boston Corporation,
Eleven Madison Avenue,
New York, N.Y. 10010-3629
Dear Sirs:
1. Introductory. United States Steel Corporation, a Delaware
corporation ("COMPANY"), proposes to issue and sell 9,500,000 shares ("FIRM
SECURITIES") of its Common Stock, par value $1.00 per share ("SECURITIES") and
also proposes to issue and sell to the Underwriters, at the option of the
Underwriters, an aggregate of not more than 1,425,000 additional shares
("OPTIONAL SECURITIES") of its Securities as set forth below. The Firm
Securities and the Optional Securities are herein collectively called the
"OFFERED SECURITIES". The Company hereby agrees with the several Underwriters
named in Schedule A hereto ("UNDERWRITERS") as follows:
2. Representations and Warranties of the Company. The Company
represents and warrants to, and agrees with, the several Underwriters that:
(a) A registration statement (No. 333-84200) relating to the
Offered Securities and certain other securities of the Company,
including a form of prospectus, has been filed with the Securities and
Exchange Commission ("Commission") and has become effective. Such
registration statement, as amended from time to time, is hereinafter
referred to as the "REGISTRATION STATEMENT", and the prospectus
included in such Registration Statement, as supplemented to reflect
the terms of offering of the Offered Securities, as first filed with
the Commission pursuant to and in accordance with Rule 424(b) ("RULE
424(B)") under the Securities Act of 1933 ("Act"), including all
material incorporated by reference therein, is hereinafter referred to
as the "Prospectus". No document has been or will be prepared or
distributed in reliance on Rule 434 under the Act.
(b) (i) On the date (the "EFFECTIVE DATE") and at the time as
of which the Registration Statement was declared effective by the
Commission, the Registration Statement conformed in all respects to
the requirements of the Act and the rules and regulations of the
Commission ("RULES AND REGULATIONS") and did not include any untrue
statement of a material fact or omit to state any material fact
required to be stated therein or necessary to make the statements
therein not misleading, and (ii) on the date of this Agreement, the
Registration Statement conforms, and at the
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time of filing of the Prospectus pursuant to Rule 424(b), the
Registration Statement and the Prospectus will conform, in all
respects to the requirements of the Act and the Rules and Regulations,
and neither of such documents includes, or will include, any untrue
statement of a material fact or omits, or will omit, to state any
material fact required to be stated therein or necessary to make the
statements therein not misleading, except that the foregoing does not
apply to statements in or omissions from the Registration Statement or
the Prospectus based upon written information furnished to the Company
by any Underwriter through the Representatives specifically for use
therein, it being understood and agreed that the only such information
is that described as such in Section 7(b) hereof.
(c) The Company has been duly incorporated and is an existing
corporation in good standing under the laws of the State of Delaware,
with power and authority (corporate and other) to own its properties
and conduct its business as described in the Prospectus; and the
Company is duly qualified to do business as a foreign corporation in
good standing in all other jurisdictions in which its ownership or
lease of property or the conduct of its business requires such
qualification.
(d) Each subsidiary listed on Schedule B (each, a "DESIGNATED
SUBSIDIARY") of the Company has been duly incorporated or otherwise
organized and is an existing corporation, limited liability company or
other business entity in good standing under the laws of the
jurisdiction of its incorporation or organization, with power and
authority (corporate, limited liability company and other) to own its
properties and conduct its business as described in the Prospectus;
and each Designated Subsidiary of the Company is duly qualified to do
business as a foreign corporation or other business entity in good
standing in all other jurisdictions in which its ownership or lease of
property or the conduct of its business requires such qualification,
except where the failure to so qualify would not have a material
adverse effect upon the financial condition, business, properties or
results of operations of the Company and its subsidiaries, taken as a
whole (a "MATERIAL ADVERSE EFFECT"); all of the issued and outstanding
capital stock or other equity securities of each Designated Subsidiary
of the Company have been duly authorized and validly issued and are
fully paid and nonassessable; and the capital stock or other equity
securities of each Designated Subsidiary owned by the Company,
directly or through subsidiaries, are owned free from liens,
encumbrances and defects, except such liens, encumbrances and defects
that would not, individually or in the aggregate, have a Material
Adverse Effect. The entities listed on Schedule B hereto include every
subsidiary of the Company that is a "significant subsidiary" (as such
term is defined in Rule 1-02 of Regulation S-X, substituting 5 percent
thresholds for the 10 percent thresholds throughout such definition)
of the Company.
(e) The Offered Securities and all other outstanding shares
of capital stock of the Company have been duly authorized; all
outstanding shares of capital stock of the Company are, and, when the
Offered Securities have been delivered and paid for in accordance with
this Agreement on each Closing Date (as defined below), such Offered
Securities will have been, validly issued, fully paid and
nonassessable and will conform to the description thereof contained in
the Prospectus; and the stockholders of the Company have no preemptive
rights with respect to the Securities.
(f) Except as disclosed in the Prospectus, there are no
contracts, agreements or understandings between the Company and any
person that would give rise to a valid claim against the Company or
any Underwriter for a brokerage commission, finder's fee or other like
payment in connection with this offering.
(g) Other than the registration rights agreement with respect
to the Company's 10 3/4% Senior Notes due August 1, 2008, there are no
contracts, agreements or understandings between the Company and any
person granting such person the right to require the Company to file a
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registration statement under the Act with respect to any securities of
the Company owned or to be owned by such person or to require the
Company to include such securities in the securities registered
pursuant to the Registration Statement or in any securities being
registered pursuant to any other registration statement filed by the
Company under the Act.
(h) The outstanding shares of Securities are listed on The
New York Stock Exchange (the "STOCK EXCHANGE") and the Company has
applied to have the Offered Securities approved for listing on the
Stock Exchange.
(i) No consent, approval, authorization, or order of, or
filing with, any governmental agency or body or any court is required
for the consummation of the transactions contemplated by this
Agreement in connection with the issuance and sale of the Offered
Securities by the Company, except such as have been obtained and made
under the Act and such as may be required under state securities laws.
(j) The execution, delivery and performance of this Agreement
and the issuance and sale of the Offered Securities will not result in
a breach or violation of any of the terms and provisions of, or
constitute a default under, any statute, any rule, regulation or order
of any governmental agency or body or any court, domestic or foreign,
having jurisdiction over the Company or any Designated Subsidiary of
the Company or any of their properties, or any agreement or instrument
to which the Company or any such Designated Subsidiary is a party or
by which the Company or any such Designated Subsidiary is bound or to
which any of the properties of the Company or any such Designated
Subsidiary is subject, or the charter or by-laws of the Company or any
such Designated Subsidiary, and the Company has full power and
authority to authorize, issue and sell the Offered Securities as
contemplated by this Agreement.
(k) This Agreement has been duly authorized, executed and
delivered by the Company.
(l) Neither the Company nor any of the Designated
Subsidiaries is in violation of its respective charter or by-laws or
other organizational documents or in default in the performance of any
obligation, agreement, covenant or condition contained in any
indenture, loan agreement, mortgage, lease or other agreement or
instrument that is material to the Company and its subsidiaries, taken
as a whole, to which the Company or any Designated Subsidiaries is a
party or by which the Company or any Designated Subsidiaries or their
respective property is bound, except for such violations that would
not, individually or in the aggregate, have a Material Adverse Effect.
(m) Except as disclosed in the Prospectus, the Company and
the Designated Subsidiaries have good and marketable title to all real
properties and all other properties and assets owned by them, in each
case free from liens, encumbrances and defects, except such liens,
encumbrances and defects that would not, individually or in the
aggregate, have a Material Adverse Effect; and except as disclosed in
the Prospectus, the Company and its subsidiaries hold any leased real
or personal property under valid and enforceable leases with no
exceptions that would materially interfere with the business of the
Company and its subsidiaries, taken as a whole. The Company and its
subsidiaries own or lease all properties and assets necessary to
conduct its business as described in the Prospectus.
(n) The Company and the Designated Subsidiaries possess
adequate certificates, authorities or permits issued by appropriate
governmental agencies or bodies necessary to conduct their business as
described in the Prospectus and have not received any notice of
proceedings relating to the revocation or modification of any such
certificate, authority or permit that, if
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determined adversely to the Company or any Designated Subsidiary,
could reasonably be expected to have a Material Adverse Effect.
(o) No labor dispute with the employees of the Company or any
of its subsidiaries exists or, to the knowledge of the Company, is
imminent that could reasonably be expected, individually or in the
aggregate, to have a Material Adverse Effect.
(p) The Company and the Designated Subsidiaries own, possess
or can acquire on reasonable terms, adequate trademarks, trade names
and other rights to inventions, know-how, patents, copyrights,
confidential information and other intellectual property
(collectively, "INTELLECTUAL PROPERTY RIGHTS") necessary to conduct
its business as described in the Prospectus, or presently employed by
them, and have not received any notice of infringement of or conflict
with asserted rights of others with respect to any intellectual
property rights that, if determined adversely to the Company or any of
its Designated Subsidiaries, could reasonably be expected,
individually or in the aggregate, to have a Material Adverse Effect.
(q) Except as disclosed in the Prospectus, neither the
Company nor any of its subsidiaries is in violation of any statute,
any rule, regulation, decision or order of any governmental agency or
body or any court, domestic or foreign, relating to the use, disposal
or release of hazardous or toxic substances or relating to the
protection or restoration of the environment or human exposure to
hazardous or toxic substances (collectively, "ENVIRONMENTAL LAWS"),
owns or operates any real property contaminated with any substance
that is subject to any environmental laws, is liable for any off-site
disposal or contamination pursuant to any environmental laws, or is
subject to any claim relating to any environmental laws, which
violation, contamination, liability or claim could reasonably be
expected, individually or in the aggregate, to have a Material Adverse
Effect; and the Company is not aware of any pending investigation
which might lead to such a claim.
(r) Except as disclosed in the Prospectus, there are no
pending actions, suits or proceedings against or affecting the
Company, any of its subsidiaries or any of their respective properties
that, if determined adversely to the Company or any of its
subsidiaries, would individually or in the aggregate have a Material
Adverse Effect, or would materially and adversely affect the ability
of the Company to perform its obligations under this Agreement, or
which are otherwise material in the context of the sale of the Offered
Securities; and, to the Company's knowledge, no such actions, suits or
proceedings are threatened.
(s) The financial statements included in the Registration
Statement and the Prospectus present fairly the financial position of
the Company and its consolidated subsidiaries as of the dates shown
and their results of operations and cash flows for the periods shown,
and, except as otherwise disclosed in the Prospectus, such financial
statements have been prepared in conformity with the generally
accepted accounting principles in the United States applied on a
consistent basis; any schedules included in the Registration Statement
present fairly the information required to be stated therein.
(t) PricewaterhouseCoopers LLP, who have certified certain of
the financial statements filed with the Commission as part of, or
incorporated by reference in, the Registration Statement and the
Prospectus, are independent public accountants as required by the Act
and the Rules and Regulations.
(u) The Company and its Designated Subsidiaries have timely
filed all material federal, state, local and foreign income tax
returns that have been required to be filed and have paid all taxes
indicated by said returns and all assessments received by them or any
of them to the extent
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that such taxes have become due and are not being contested in good
faith in appropriate proceedings. All material tax liabilities have
been adequately provided for in the financial statements of the
Company.
(v) Except as disclosed in the Prospectus, since the date of
the latest audited financial statements included in the Prospectus
there has been no material adverse change, nor any development or
event involving a prospective material adverse change, in the
financial condition, business, properties or results of operations of
the Company and its subsidiaries taken as a whole, and, except as
disclosed in or contemplated by the Prospectus, there has been no
dividend or distribution of any kind declared, paid or made by the
Company on any class of its capital stock.
(w) The Company is subject to the reporting requirements of
either Section 13 or Section 15(d) of the Securities Exchange Act of
1934 and files reports with the Commission on the Electronic Data
Gathering, Analysis, and Retrieval (XXXXX) system.
(x) The Company is not and, after giving effect to the
offering and sale of the Offered Securities and the application of the
proceeds thereof as described in the Prospectus, will not be an
"investment company" as defined in the Investment Company Act of 1940.
(y) Except as disclosed in the Company's Annual Report on
Form 10-K for the year ended December 31, 2001 or as otherwise
publicly announced prior to the date hereof, no "nationally recognized
statistical rating organization" as such term is defined for purposes
of Rule 436(g)(2) under the Act (i) has imposed (or has informed the
Company that it is considering imposing) any condition (financial or
otherwise) on the Company's retaining any rating assigned to the
Company, any securities of the Company or (ii) has indicated to the
Company that it is considering (a) the downgrading, suspension, or
withdrawal of, or any review for a possible change that does not
indicate the direction of the possible change in, any rating so
assigned or (b) any change in the outlook for any rating of the
Company or any securities of the Company.
3. Purchase, Sale and Delivery of Offered Securities. On the basis of
the representations, warranties and agreements herein contained, but subject to
the terms and conditions herein set forth, the Company agrees to sell to the
Underwriters, and the Underwriters agree, severally and not jointly, to
purchase from the Company, at a purchase price of $17.62 per share, the
respective numbers of shares of Firm Securities set forth opposite the names of
the Underwriters in Schedule A hereto.
The Company will deliver the Firm Securities to the Representatives
for the accounts of the Underwriters, against payment of the purchase price in
federal (same day) funds by official bank check or checks or wire transfer to
an account at a bank acceptable to the Representatives drawn to the order of
United States Steel Corporation at the office Xxxxxxx Xxxxxxx & Xxxxxxxx, 000
Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx at 10:00 A.M., New York time, on May 20,
2002, or at such other time not later than seven full business days thereafter
as the Representatives and the Company determine, such time being herein
referred to as the "FIRST CLOSING DATE". For purposes of Rule 15c6-1 under the
Securities Exchange Act of 1934, the First Closing Date (if later than the
otherwise applicable settlement date) shall be the settlement date for payment
of funds and delivery of securities for all the Offered Securities sold
pursuant to the offering. The certificates for the Firm Securities so to be
delivered will be in definitive form, in such denominations and registered in
such names as the Representatives request and will be made available for
checking and packaging at least 24 hours prior to the First Closing Date.
In addition, upon written notice from the Representatives given to the
Company from time to time not more than 30 days subsequent to the date of the
Prospectus, the Underwriters may purchase all or less than all of the Optional
Securities at the purchase price per Security to be paid for the Firm
Securities. The Company agrees to sell to the Underwriters the number of shares
of Optional Securities specified in such
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notice, and the Underwriters agree, severally and not jointly, to purchase such
Optional Securities. Such Optional Securities shall be purchased for the
account of each Underwriter in the same proportion as the number of shares of
Firm Securities set forth opposite such Underwriter's name bears to the total
number of shares of Firm Securities (subject to adjustment by the
Representatives to eliminate fractions) and may be purchased by the
Underwriters only for the purpose of covering over-allotments made in
connection with the sale of the Firm Securities. No Optional Securities shall
be sold or delivered unless the Firm Securities previously have been, or
simultaneously are, sold and delivered. The right to purchase the Optional
Securities or any portion thereof may be exercised from time to time and to the
extent not previously exercised may be surrendered and terminated at any time
upon notice by the Representatives to the Company.
Each time for the delivery of and payment for the Optional Securities,
being herein referred to as an "OPTIONAL CLOSING DATE," which may be the First
Closing Date (the First Closing Date and each Optional Closing Date, if any,
being sometimes referred to as a "CLOSING DATE"), shall be determined by the
Representatives but shall be not later than five full business days after
written notice of election to purchase Optional Securities is given. The
Company will deliver the Optional Securities being purchased on each Optional
Closing Date to the Representatives for the accounts of the several
Underwriters at the office of Xxxxxxx Xxxxxxx & Xxxxxxxx, 000 Xxxxxxxxx Xxxxxx,
Xxx Xxxx, Xxx Xxxx, against payment of the purchase price therefor in federal
(same day) funds by official bank check or checks or wire transfer to an
account at a bank acceptable to the Representatives drawn to the order of
United States Steel Corporation, at the above office of Xxxxxxx Xxxxxxx &
Xxxxxxxx. The certificates for the Optional Securities being purchased on each
Optional Closing Date will be in definitive form, in such denominations and
registered in such names as the Representatives request upon reasonable notice
prior to such Optional Closing Date and will be made available for checking and
packaging at a reasonable time in advance of such Optional Closing Date.
4. Offering by Underwriters. It is understood that the several
Underwriters propose to offer the Offered Securities for sale to the public as
set forth in the Prospectus.
5. Certain Agreements of the Company. The Company agrees with the
several Underwriters that:
(a) The Company will file the Prospectus with the Commission
pursuant to and in accordance with Rule 424(b)(2) (or, if applicable
and if consented to by the Representatives, subparagraph (5)) not
later than the second business day following the execution and
delivery of this Agreement. The Company will advise the
Representatives promptly of any such filing pursuant to Rule 424(b).
(b) The Company will advise the Representatives promptly of
any proposal to amend or supplement the Registration Statement or the
Prospectus and will not effect such amendment or supplementation
without the consent of the Representatives; and the Company will also
advise the Representatives promptly of the filing and effectiveness of
any amendment or supplement to the Registration Statement or the
Prospectus and of the institution by the Commission of any stop order
proceedings in respect of the Registration Statement and will use its
best efforts to prevent the issuance of any such stop order and to
obtain as soon as possible its lifting, if issued.
(c) If, at any time when a prospectus relating to the Offered
Securities is required to be delivered under the Act in connection
with sales by any Underwriter or dealer, any event occurs as a result
of which the Prospectus as then amended or supplemented would include
an untrue statement of a material fact or omit to state any material
fact necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading, or if it is
necessary at any time to amend the Prospectus to comply with the Act,
the Company will promptly notify the Representatives of such event and
will promptly prepare and file with the Commission, at its own
expense, an amendment or supplement which will correct such statement
or omission or
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an amendment which will effect such compliance. Neither the
Representatives' consent to, nor the Underwriters' delivery of, any
such amendment or supplement shall constitute a waiver of any of the
conditions set forth in Section 6.
(d) As soon as practicable, but not later than the
Availability Date (as defined below), the Company will make generally
available to its securityholders an earnings statement covering a
period of at least 12 months beginning after the Effective Date of the
Registration Statement which will satisfy the provisions of Section
11(a) of the Act. For the purpose of the preceding sentence,
"AVAILABILITY DATE" means the 45th day after the end of the fourth
fiscal quarter following the fiscal quarter that includes such
Effective Date, except that, if such fourth fiscal quarter is the last
quarter of the Company's fiscal year, "AVAILABILITY DATE" means the
90th day after the end of such fourth fiscal quarter.
(e) The Company will furnish to the Representatives copies of
the Registration Statement (three of which will be signed and will
include all exhibits), any related preliminary prospectus, any related
preliminary prospectus supplement, the Prospectus and all amendments
and supplements to such documents, in each case in such quantities as
the Representatives request. The Prospectus shall be so furnished on
or prior to 3:00 P.M., New York time, on the business day following
the execution and delivery of this Agreement. All other documents
shall be so furnished as soon as available. The Company will pay the
expenses of printing and distributing to the Underwriters all such
documents.
(f) The Company will arrange for the qualification of the
Offered Securities for sale under the laws of such jurisdictions as
the Representatives designate and will continue such qualifications in
effect so long as required for the distribution.
(g) The Company will pay all expenses incident to the
performance of its obligations under this Agreement, for any filing
fees and other expenses (including fees and disbursements of counsel)
incurred in connection with qualification of the Offered Securities
for sale under the laws of such jurisdictions as the Representatives
designate and the printing of memoranda relating thereto, for the
filing fee incident to the review by the National Association of
Securities Dealers, Inc. of the Offered Securities, for any travel
expenses of the Company's officers and employees and any other
expenses of the Company in connection with attending or hosting
meetings with prospective purchasers of the Offered Securities and for
expenses incurred in distributing preliminary prospectuses and the
Prospectus (including any amendments and supplements thereto) to the
Underwriters.
(h) For a period of 90 days after the date of the initial
public offering of the Offered Securities, the Company will not offer,
sell, contract to sell, pledge or otherwise dispose of, directly or
indirectly, or file with the Commission a registration statement under
the Act relating to, any additional shares of its Securities or
securities convertible into or exchangeable or exercisable for any
shares of its Securities, or publicly disclose the intention to make
any such offer, sale, pledge, disposition or filing, without the prior
written consent of the Representatives, except (i) registration
statements relating to the Company's employee benefit plans and
dividend reinvestment and stock purchase plan, (ii) grants of employee
stock options pursuant to the terms of a plan in effect on the date
hereof and issuances of Securities pursuant to the exercise of such
options or (iii) issuances of Securities pursuant to the Company's
employee benefit plans and dividend reinvestment and stock purchase
plan.
6. Conditions of the Obligations of the Underwriters. The obligations
of the several Underwriters to purchase and pay for the Firm Securities on the
First Closing Date and the Optional Securities to be purchased on each Optional
Closing Date will be subject to the accuracy of the representations and
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warranties on the part of the Company herein, to the accuracy of the statements
of Company officers made pursuant to the provisions hereof, to the performance
by the Company of its obligations hereunder and to the following additional
conditions precedent:
(a) On or prior to the date of this Agreement, the
Representatives shall have received a letter, dated the date of
delivery thereof, of PricewaterhouseCoopers LLP, in form and substance
satisfactory to the Representatives and PricewaterhouseCoopers LLP,
confirming that they are independent public accountants within the
meaning of the Act and the applicable published Rules and Regulations
thereunder and stating to the effect that:
(i) in their opinion the financial statements and
financial statement schedule examined by them and included in
the Registration Statement comply as to form in all material
respects with the applicable accounting requirements of the
Act and the related published Rules and Regulations;
(ii) they have performed the procedures specified by the
American Institute of Certified Public Accountants for a
review of interim financial information as described in
Statement of Auditing Standards No. 71, Interim Financial
Information, on the unaudited financial statements included in
the Registration Statement;
(iii) on the basis of the review referred to in clause (ii)
above, a reading of the latest available interim financial
statements of the Company, inquiries of officials of the
Company who have responsibility for financial and accounting
matters and other specified procedures, nothing came to their
attention that caused them to believe that:
(A) the unaudited financial statements
included in the Registration Statement do not comply
as to form in all material respects with the
applicable accounting requirements of the Act and the
related published Rules and Regulations or any
material modifications should be made to such
unaudited financial statements for them to be in
conformity with generally accepted accounting
principles;
(B) at the date of the latest available
balance sheet read by such accountants, or at a
subsequent specified date not more than three
business days prior to the date of this Agreement,
there was any change in the capital stock (other than
the issuance of common stock in connection with
employee benefit plans and dividend reinvestment and
stock purchase plan) or any increase in short-term
indebtedness or long-term debt of the Company and its
consolidated subsidiaries or, at the date of the
latest available balance sheet read by such
accountants, there was any decrease in consolidated
net current assets or net assets, as compared with
amounts shown on the latest balance sheet included in
the Prospectus; or
(C) for the period from the closing date of
the latest income statement included in the
Prospectus to the closing date of the latest
available income statement read by such accountants,
there were any decreases, as compared with the
corresponding period of the previous year and with
the period of corresponding length ended the date of
the latest income statement included in the
Prospectus, in revenues and other income, income
from operations, income before extraordinary losses
or the total or per share amounts of consolidated
net income,
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except in all cases set forth in clauses (B) and (C)
above for changes, increases or decreases which the
Prospectus discloses have occurred or may occur or
which are described in such letter; and
(iv) they have compared specified dollar amounts (or
percentages derived from such dollar amounts) and
other financial information contained in the
Registration Statement (in each case to the extent
that such dollar amounts, percentages and other
financial information are derived from the general
accounting records of the Company and its
subsidiaries subject to the internal controls of the
Company's accounting system or are derived directly
from such records by analysis or computation) with
the results obtained from inquiries, a reading of
such general accounting records and other procedures
specified in such letter and have found such dollar
amounts, percentages and other financial information
to be in agreement with such results, except as
otherwise specified in such letter.
All financial statements and schedules included in material
incorporated by reference into the Prospectus shall be deemed included
in the Registration Statement for purposes of this subsection.
(b) The Prospectus shall have been filed with the Commission
in accordance with the Rules and Regulations and Section 5(a) of this
Agreement. Prior to such Closing Date, no stop order suspending the
effectiveness of a Registration Statement shall have been issued and
no proceedings for that purpose shall have been instituted or, to the
knowledge of the Company or the Representatives, shall be contemplated
by the Commission.
(c) Subsequent to the execution and delivery of this
Agreement, there shall not have occurred (i) any change, or any
development or event involving a prospective change, in the condition
(financial or other), business, properties or results of operations of
the Company and its subsidiaries taken as one enterprise which, in the
judgment of the Representatives, is material and adverse and makes it
impractical or inadvisable to proceed with completion of the public
offering or the sale of and payment for the Offered Securities; (ii)
any downgrading in the rating of any debt securities or preferred
stock of the Company by any "nationally recognized statistical rating
organization" (as defined for purposes of Rule 436(g) under the Act),
or any public announcement that any such organization has under
surveillance or review its rating of any debt securities or preferred
stock of the Company (other than an announcement with positive
implications of a possible upgrading, and no implication of a possible
downgrading, of such rating) or any announcement that the Company has
been placed on negative outlook; (iii) any change in U.S. or
international financial, political or economic conditions or currency
exchange rates or exchange controls as would, in the judgment of the
Representatives, be likely to prejudice materially the success of the
proposed issue, sale or distribution of the Offered Securities,
whether in the primary market or in respect of dealings in the
secondary market; (iv) any material suspension or material limitation
of trading in securities generally on the New York Stock Exchange, or
any setting of minimum prices for trading on such exchange, or any
suspension of trading of any securities of the Company on any exchange
or in the over-the-counter market; (v) any banking moratorium declared
by U.S. federal or New York authorities; (vi) any major disruption of
settlements of securities or clearance services in the United States
or (vii) any attack on, outbreak or escalation of hostilities or act
of terrorism involving the United States, any declaration of war by
Congress or any other national or international calamity or emergency
if, in the judgment of the Representatives, the effect of any such
attack, outbreak, escalation, act, declaration, calamity or emergency
makes it impractical or inadvisable to proceed with completion of the
public offering or the sale of and payment for the Offered Securities.
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(d) The Representatives shall have received an opinion, dated
such Closing Date, of Xxx X. Xxxxxxx, General Counsel of the Company,
or Xxxxxx X. Xxxxxxx, Assistant General Counsel of the Company, to the
effect that:
(i) The Company has been duly incorporated and is an
existing corporation in good standing under the laws of the
State of Delaware, with power and authority (corporate and
other) to own its properties and conduct its business as
described in the Prospectus; and the Company is duly
qualified to do business as a foreign corporation in good
standing in all other jurisdictions in which its ownership or
lease of property or the conduct of its business requires
such qualification;
(ii) U.S. Steel Mining Company, LLC has been duly
formed and is an existing limited liability company in good
standing under the laws of the State of Delaware, with power
and authority (corporate and other) to own its properties and
conduct its business as described in the Prospectus; U.S.
Steel Mining Company, LLC is duly qualified to do business as
a foreign limited liability company in good standing in all
other jurisdictions in which its ownership or lease of
property or the conduct of its business requires such
qualification; all of the issued and outstanding equity
interests of U.S. Steel Mining Company, LLC have been duly
authorized and validly issued and are fully paid and
nonassessable; and the equity interests of U.S. Steel Mining
Company, LLC owned by the Company, directly or through
subsidiaries, are owned free from liens, encumbrances and
defects.
(iii) The Offered Securities delivered on such
Closing Date and all other outstanding shares of the Common
Stock of the Company have been duly authorized and validly
issued, are fully paid and nonassessable and conform to the
description thereof contained in the Prospectus; and the
stockholders of the Company have no preemptive rights with
respect to the Securities;
(iv) No consent, approval, authorization or order
of, or filing with, any governmental agency or body or any
court having jurisdiction over the Company, its U.S.
subsidiaries or their respective properties is required for
the consummation of the transactions contemplated by this
Agreement in connection with the issuance and sale of the
Offered Securities by the Company, except for (i) the order
of the Commission declaring the Registration Statement
effective, which has been obtained and is in full force and
effect, and (ii) any consent, approval, authorization, or
order, or filing required pursuant to state "blue sky" laws
or foreign securities laws;
(v) Except as described in the Prospectus, there are
no pending actions, suits or proceedings against or affecting
the Company, any Designated Subsidiary or any of their
respective properties that, if determined adversely to the
Company or any Designated Subsidiary could reasonably be
expected, individually or in the aggregate, to have a
Material Adverse Effect or would materially and adversely
affect the ability of the Company to perform its obligations
under this Agreement; and no such actions, suits or
proceedings are threatened;
(vi) The execution, delivery and performance of this
Agreement and the issuance and sale of the Offered Securities
by the Company will not result in a breach or violation of
any of the terms and provisions of, or constitute a default
under, (A) the Delaware General Corporation Law or those
laws, rules and regulations of the State of Pennsylvania and
the federal laws of the United States (excluding, with
respect to federal securities law, the antifraud provisions
thereof), in each case, which, in my experience,
10
are normally applicable to transactions of the type
contemplated by this Agreement ("Applicable Law") or (B) the
respective charters or limited liability company agreements or
by-laws of the Company and the Designated Subsidiaries (other
than U. S. Steel Kosice, s.r.o. ("USSK")), (C) to my knowledge
after due inquiry, orders of any court, regulatory tribunal,
administrative agency or other governmental body with
jurisdiction over the Company, any Designated Subsidiary or
any of their respective properties or (D) to my knowledge
after due inquiry, any agreement or instrument to which the
Company or any Designated Subsidiary is a party or by which
the Company or any Designated Subsidiary is bound or to which
any of the properties of the Company or any Designated
Subsidiary is subject; the Company has full power and
authority to authorize, issue and sell the Offered Securities
as contemplated by this Agreement;
(vii) The Registration Statement was declared
effective under the Act as of the date and time specified in
such opinion, the Prospectus was filed with the Commission
pursuant to the subparagraph of Rule 424(b) specified in such
opinion on the date specified therein, and, to the best of my
knowledge, no stop order suspending the effectiveness of the
Registration Statement or any part thereof has been issued
and no proceedings for that purpose have been instituted or
are pending or contemplated under the Act, and the
Registration Statement and the Prospectus, and each amendment
or supplement thereto, as of their respective effective or
issue dates, complied as to form in all material respects
with the requirements of the Act and the Rules and
Regulations; I have no reason to believe that any part of the
Registration Statement or any amendment thereto, as of its
effective date or as of such Closing Date, contained any
untrue statement of a material fact or omitted to state any
material fact required to be stated therein or necessary to
make the statements therein not misleading or that the
Prospectus or any amendment or supplement thereto, as of its
issue date or as of such Closing Date, contained any untrue
statement of a material fact or omitted to state any material
fact necessary in order to make the statements therein, in
the light of the circumstances under which they were made,
not misleading; the descriptions in the Registration
Statement and Prospectus of statutes, legal and governmental
proceedings and contracts and other documents are accurate
and fairly present the information required to be shown; and
I do not know of any legal or governmental proceedings
required to be described in the Registration Statement or the
Prospectus which are not described as required or of any
contracts or documents of a character required to be
described in the Registration Statement or the Prospectus or
to be filed as exhibits to the Registration Statement which
are not described and filed as required; it being understood
that I need express no opinion as to the financial statements
or other financial data contained in the Registration
Statements or the Prospectus;
(viii) This Agreement has been duly authorized,
executed and delivered by the Company;
(ix) The statements made in the Prospectus under the
caption "Description of Capital Stock," insofar as they
purport to constitute summaries of the terms of the
Securities (including the Offered Securities), constitute
accurate summaries of the terms of the Securities in all
material respects; and
(x) Other than the registration rights agreement
with respect to the Company's 10 3/4% Senior Notes due August
1, 2008, there are no contracts, agreements or understandings
between the Company and any person granting such person the
right to require the Company to file a registration statement
under the Act with respect to any securities of the Company
or to require the Company to include such securities with the
11
Offered Securities registered pursuant to the Registration
Statement or with any securities being registered pursuant to
any other registration statement filed by the Company under
the Act.
(e) The Representatives shall have received from Xxxxx Csekes
of Csekes, Valagi, Drgonec & Partners, special Slovakian counsel for
the Company, an opinion, dated the Closing Date, that:
(i) USSK has been duly organized and is an existing
limited liability company in good standing under the laws of
the Slovak Republic, with power and authority (corporate and
other) to own its properties and conduct its business as
described in the Prospectus; and USSK is duly qualified to do
business as a foreign limited liability company in good
standing in all other jurisdictions in which its ownership or
lease of property or the conduct of its business requires
such qualification;
(ii) Each of the Significant Slovak Subsidiaries (as
defined below) has been duly organized and is an existing
limited liability company in good standing under the laws of
the Slovak Republic, with power and authority (corporate and
other) to own its properties and conduct its business as
described in the Prospectus; and each Significant Slovak
Subsidiary is in good standing in all other jurisdictions in
which its ownership or lease of property or the conduct of
its business requires such qualification; all of the issued
and outstanding equity interests of each Significant Slovak
Subsidiary have been duly authorized and validly issued and
are fully paid and nonassessable; and the equity interests of
each Significant Slovak Subsidiary owned by USSK, directly or
through subsidiaries, are owned free from liens, encumbrances
and defects. A "SIGNIFICANT SLOVAK SUBSIDIARY" is any
subsidiary of USSK that is a "significant subsidiary" (as
such term is defined in Rule 1-02 of Regulation S-X,
substituting 5 percent thresholds for the 10 percent
thresholds throughout such definition) of USSK.
(iii) All outstanding equity interests of USSK have
been duly authorized and validly issued, are fully paid and
nonassessable;
(iv) No consent, approval, authorization or order
of, or filing with, any governmental agency or body or any
court having jurisdiction over USSK, its subsidiaries or
their respective properties in the Slovak Republic or any
political subdivision thereof is required for the
consummation of the transactions contemplated by this
Agreement in connection with the issuance and sale of the
Offered Securities by the Company;
(v) The execution, delivery and performance of this
Agreement and the issuance and sale of the Offered Securities
by the Company will not result in a breach or violation of
any of the terms and provisions of, or constitute a default
under, (A) any statute or any rule or regulation in the
Slovak Republic or any political subdivision thereof, (B) the
respective organizational documents of USSK and the
Significant Slovak Subsidiaries; (C) orders of any court,
regulatory tribunal, administrative agency or other
governmental body with jurisdiction over USSK, any
Significant Slovak Subsidiary or any of their respective
properties or (D) any agreement or instrument to which USSK
or any Significant Slovak Subsidiary is a party or by which
USSK or any Significant Slovak Subsidiary is bound or to
which any of the properties of USSK or any Significant Slovak
Subsidiary is subject; and
(vi) the descriptions in the Registration Statement
and Prospectus of statutes, legal and governmental
proceedings in the Slovak Republic or any political
subdivision
12
thereof and contracts and other documents relating to USSK are
accurate and fairly present the information required to be
shown; and such counsel do not know of any legal or
governmental proceedings in the Slovak Republic or any
political subdivision thereof required to be described in the
Registration Statement or the Prospectus which are not
described as required or of any contracts or documents
relating to USSK of a character required to be described in
the Registration Statement or the Prospectus or to be filed as
exhibits to the Registration Statement which are not described
and filed as required.
(f) The Representatives shall have received from Xxxxxxx
Xxxxxxx & Xxxxxxxx, counsel for the Representatives, such opinion or
opinions, dated the Closing Date, with respect to incorporation of the
Company, the validity of the Offered Securities, the Registration
Statement, the Prospectus and other related matters as the
Representatives may require, and the Company shall have furnished to
such counsel such documents as they request for the purpose of
enabling them to pass upon such matters.
(g) The Representatives shall have received a certificate,
dated the Closing Date, of the President or any Vice President and a
principal financial or accounting officer of the Company in which such
officers, to the best of their knowledge after reasonable
investigation, shall state that the representations and warranties of
the Company in this Agreement are true and correct, that Company has
complied with all agreements and satisfied all conditions on its part
to be performed or satisfied hereunder at or prior to the Closing
Date; no stop order suspending the effectiveness of the Registration
Statement has been issued and no proceedings for that purpose have
been instituted or are contemplated by the Commission; and that,
subsequent to the dates of the most recent financial statements
incorporated by reference in the Prospectus there has been no material
adverse change, nor any development or event involving a prospective
material adverse change, in the condition (financial or other),
business, properties or results of operations of the Company and its
subsidiaries taken as a whole except as set forth in or contemplated
by the Prospectus or as described in such certificate.
(h) The Representatives shall have received a letter, dated
the Closing Date, of PricewaterhouseCoopers LLP which meets the
requirements of subsection (a) of this Section, except that the
specified date referred to in such subsection will be a date not more
than three days prior to the Closing Date for the purposes of this
subsection.
(i) On or prior to the date of this Agreement, the
Representatives shall have received lockup letters substantially in
the form of Exhibit A hereto from each of the executive officers and
directors of the Company.
(j) The Offered Securities shall have been approved for
listing on the Stock Exchange, subject to notice of issuance.
The Issuers will furnish the Representatives with such conformed
copies of such opinions, certificates, letters and documents as the
Representatives reasonably request. The Representatives may in their sole
discretion waive on behalf of the Underwriters compliance with any conditions
to the obligations of the Underwriters hereunder, whether in respect of an
Optional Closing Date or otherwise.
7. Indemnification and Contribution. (a) The Company will indemnify
and hold harmless each Underwriter, its partners, directors and officers and
each person, if any, who controls such Underwriter within the meaning of
Section 15 of the Act, against any losses, claims, damages or liabilities,
joint or several, to which such Underwriter may become subject, under the Act
or otherwise, insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) arise out of or are based upon any untrue statement
or alleged untrue statement of any material fact contained in the Registration
Statement, the
13
Prospectus, or any amendment or supplement thereto, or any related preliminary
prospectus or preliminary prospectus supplement, or arise out of or are based
upon the omission or alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein not misleading,
and will reimburse each Underwriter for any legal or other expenses reasonably
incurred by such Underwriter in connection with investigating or defending any
such loss, claim, damage, liability or action as such expenses are incurred;
provided, however, that the Company will not be liable in any such case to the
extent that any such loss, claim, damage or liability arises out of or is based
upon an untrue statement or alleged untrue statement in or omission or alleged
omission from any of such documents in reliance upon and in conformity with
written information furnished to the Company by any Underwriter through the
Representatives specifically for use therein, it being understood and agreed
that the only such information furnished by any Underwriter consists of the
information described as such in subsection (b) below.
(b) Each Underwriter will severally and not jointly indemnify and hold
harmless the Company, its directors and officers and each person, if any who
controls the Company within the meaning of Section 15 of the Act, against any
losses, claims, damages or liabilities to which the Company may become subject,
under the Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon any
untrue statement or alleged untrue statement of any material fact contained in
the Registration Statement, the Prospectus, or any amendment or supplement
thereto, or any related preliminary prospectus or preliminary prospectus
supplement, or arise out of or are based upon the omission or the alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, in each case to the
extent, but only to the extent, that such untrue statement or alleged untrue
statement or omission or alleged omission was made in reliance upon and in
conformity with written information furnished to the Company by such
Underwriter through the Representatives specifically for use therein, and will
reimburse any legal or other expenses reasonably incurred by the Company in
connection with investigating or defending any such loss, claim, damage,
liability or action as such expenses are incurred, it being understood and
agreed that the only such information furnished by any Underwriter consists of
the following information in the Prospectus furnished on behalf of each
Underwriter: the concession and reallowance figures appearing in the fourth
paragraph under the caption "Underwriting" and the information contained in the
eleventh paragraph under the caption "Underwriting."
(c) Promptly after receipt by an indemnified party under this Section
of notice of the commencement of any action, such indemnified party will, if a
claim in respect thereof is to be made against the indemnifying party under
subsection (a) or (b) above, notify the indemnifying party of the commencement
thereof; but the omission so to notify the indemnifying party will not relieve
it from any liability which it may have to any indemnified party otherwise than
under subsection (a) or (b) above. In case any such action is brought against
any indemnified party and it notifies the indemnifying party of the
commencement thereof, the indemnifying party will be entitled to participate
therein and, to the extent that it may wish, jointly with any other
indemnifying party similarly notified, to assume the defense thereof, with
counsel satisfactory to such indemnified party (who shall not, except with the
consent of the indemnified party, be counsel to the indemnifying party), and
after notice from the indemnifying party to such indemnified party of its
election so to assume the defense thereof, the indemnifying party will not be
liable to such indemnified party under this Section for any legal or other
expenses subsequently incurred by such indemnified party in connection with the
defense thereof other than reasonable costs of investigation. No indemnifying
party shall, without the prior written consent of the indemnified party, effect
any settlement of any pending or threatened action in respect of which any
indemnified party is or could have been a party and indemnity could have been
sought hereunder by such indemnified party unless such settlement (i) includes
an unconditional release of such indemnified party from all liability on any
claims that are the subject matter of such action and (ii) does not include a
statement as to, or an admission of, fault, culpability or a failure to act by
or on behalf of an indemnified party.
(d) If the indemnification provided for in this Section is unavailable
or insufficient to hold
14
harmless an indemnified party under subsection (a) or (b) above, then each
indemnifying party shall contribute to the amount paid or payable by such
indemnified party as a result of the losses, claims, damages or liabilities
referred to in subsection (a) or (b) above (i) in such proportion as is
appropriate to reflect the relative benefits received by the Company on the one
hand and the Underwriters on the other from the offering of the Offered
Securities or (ii) if the allocation provided by clause (i) above is not
permitted by applicable law, in such proportion as is appropriate to reflect not
only the relative benefits referred to in clause (i) above but also the relative
fault of the Company on the one hand and the Underwriters on the other in
connection with the statements or omissions which resulted in such losses,
claims, damages or liabilities as well as any other relevant equitable
considerations. The relative benefits received by the Company on the one hand
and the Underwriters on the other shall be deemed to be in the same proportion
as the total net proceeds from the offering (before deducting expenses) received
by the Company bear to the total underwriting discounts and commissions received
by the Underwriters. The relative fault shall be determined by reference to,
among other things, whether the untrue or alleged untrue statement of a material
fact or the omission or alleged omission to state a material fact relates to
information supplied by the Company or the Underwriters and the parties'
relative intent, knowledge, access to information and opportunity to correct or
prevent such untrue statement or omission. The amount paid by an indemnified
party as a result of the losses, claims, damages or liabilities referred to in
the first sentence of this subsection (d) shall be deemed to include any legal
or other expenses reasonably incurred by such indemnified party in connection
with investigating or defending any action or claim which is the subject of this
subsection (d). Notwithstanding the provisions of this subsection (d), no
Underwriter shall be required to contribute any amount in excess of the amount
by which the discounts, fees and commissions received by such Underwriter exceed
the amount of any damages which such Underwriter has otherwise been required to
pay by reason of such untrue or alleged untrue statement or omission or alleged
omission. No person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation. The Underwriters'
obligations in this subsection (d) to contribute are several in proportion to
their respective underwriting obligations and not joint.
(e) The obligations of the Company under this Section shall be in
addition to any liability which the Company may otherwise have and shall
extend, upon the same terms and conditions, to each person, if any, who
controls any Underwriter within the meaning of the Act; and the obligations of
the Underwriters under this Section shall be in addition to any liability which
the respective Underwriters may otherwise have and shall extend, upon the same
terms and conditions, to each director of the Company, to each officer of the
Company who has signed the Registration Statement and to each person, if any,
who controls the Company within the meaning of the Act.
8. Default of Underwriters. If any Underwriter or Underwriters default
in their obligations to purchase Offered Securities hereunder on either the
First or any Optional Closing Date and the aggregate number of shares of
Offered Securities that such defaulting Underwriter or Underwriters agreed but
failed to purchase does not exceed 10% of the total number of shares of Offered
Securities that the Underwriters are obligated to purchase on such Closing
Date, the Representatives may make arrangements satisfactory to the Company for
the purchase of such Offered Securities by other persons, including any of the
Underwriters, but if no such arrangements are made by such Closing Date, the
non-defaulting Underwriters shall be obligated severally, in proportion to
their respective commitments hereunder, to purchase the Offered Securities that
such defaulting Underwriters agreed but failed to purchase on such Closing
Date. If any Underwriter or Underwriters so default and the aggregate number of
shares of Offered Securities with respect to which such default or defaults
occur exceeds 10% of the total number of shares of Offered Securities that the
Underwriters are obligated to purchase on such Closing Date and arrangements
satisfactory to the Representatives and the Company for the purchase of such
Offered Securities by other persons are not made within 36 hours after such
default, this Agreement will terminate without liability on the part of any
non-defaulting Underwriter or the Company, except as provided in Section 9
(provided that if such default occurs with respect to Optional Securities after
the First Closing Date, this Agreement will
15
not terminate as to the Firm Securities or any Optional Securities purchased
prior to such termination). As used in this Agreement, the term "Underwriter"
includes any person substituted for an Underwriter under this Section. Nothing
herein will relieve a defaulting Underwriter from liability for its default.
9. Survival of Certain Representations and Obligations. The respective
indemnities, agreements, representations, warranties and other statements of
the Company or its officers and of the several Underwriters set forth in or
made pursuant to this Agreement will remain in full force and effect,
regardless of any investigation, or statement as to the results thereof, made
by or on behalf of any Underwriter, the Company or any of their respective
representatives, officers or directors or any controlling person, and will
survive delivery of and payment for the Offered Securities. If this Agreement
is terminated pursuant to Section 8 or if for any reason the purchase of the
Offered Securities by the Underwriters is not consummated, the Company shall
remain responsible for the expenses to be paid or reimbursed by it pursuant to
Section 5 and the respective obligations of the Company and the Underwriters
pursuant to Section 7 shall remain in effect, and if any Offered Securities
have been purchased hereunder the representations and warranties in Section 2
and all obligations under Section 5 shall also remain in effect. If the
purchase of the Offered Securities by the Underwriters is not consummated for
any reason other than solely because of the termination of this Agreement
pursuant to Section 8 or the occurrence of any event specified in clause (iii),
(iv), (v), (vi) or (vii) of Section 6(c), the Company will reimburse the
Underwriters for all out-of-pocket expenses (including fees and disbursements
of counsel) reasonably incurred by them in connection with the offering of the
Offered Securities.
10. Notices. All communications hereunder will be in writing and, if
sent to the Underwriters, will be mailed, delivered or telegraphed and
confirmed to the Representatives at (a) Credit Suisse First Boston Corporation,
Eleven Xxxxxxx Xxxxxx, Xxx Xxxx, XX 00000-0000, Attention: Transactions
Advisory Group and (b) X.X. Xxxxxx Securities Inc., 000 Xxxx Xxxxxx, Xxx Xxxx,
XX 00000, Attention: Equity Capital Markets; or, if sent to the Company, will
be mailed, delivered or telegraphed and confirmed to it at 000 Xxxxx Xxxxxx,
Xxxxxxxxxx, XX 00000-0000, Attention: General Counsel; provided, however, that
any notice to an Underwriter pursuant to Section 7 will be mailed, delivered or
telegraphed and confirmed to such Underwriter.
11. Successors. This Agreement will inure to the benefit of and be
binding upon the parties hereto and their respective successors and the officers
and directors and controlling persons referred to in Section 7, and no other
person will have any right or obligation hereunder.
12. Representation of Underwriters. The Representatives will act for
the several Underwriters in connection with this financing, and any action
under this Agreement taken by the Representatives jointly or by any one such
Representative will be binding upon all the Underwriters.
13. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original, but all such
counterparts shall together constitute one and the same Agreement.
14. APPLICABLE LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
The Company hereby submits to the non-exclusive jurisdiction of the
federal and state courts in the Borough of Manhattan in The City of New York in
any suit or proceeding arising out of or relating to this Agreement or the
transactions contemplated hereby.
16
If the foregoing is in accordance with the Representatives'
understanding of our agreement, kindly sign and return to the Company one of
the counterparts hereof, whereupon it will become a binding agreement between
the Company and the several Underwriters in accordance with its terms.
Very truly yours,
UNITED STATES STEEL CORPORATION
By /s/ X. X. Xxxxxxxx
-------------------------------------------
Name: X. X. Xxxxxxxx
Title: Senior Vice President & Controller
The foregoing Underwriting Agreement is hereby confirmed and accepted as of the
date first above written.
CREDIT SUISSE FIRST BOSTON CORPORATION
Acting on behalf of itself and as a
Representative of the several Underwriters.
By /s/ Xxxx X. Xxxxxxxx
------------------------------------------
Name: Xxxx X. Xxxxxxxx
Title: Vice President
X.X. XXXXXX SECURITIES INC.
Acting on behalf of itself and as a
Representative of the several Underwriters.
By /s/ Xxx X. Xxxxx
------------------------------------------
Name: Xxx X. Xxxxx
Title: Vice President
17
SCHEDULE A
NUMBER OF
UNDERWRITER FIRM SECURITIES
Credit Suisse First Boston Corporation....................... 3,158,750
X.X. Xxxxxx Securities Inc................................... 3,158,750
Xxxxxx Brothers Inc. ........................................ 902,500
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated........... 902,500
Xxxxxx Xxxxxxx & Co. Incorporated............................ 902,500
Scotia Capital (USA) Inc. ................................... 118,750
National City Investments Corporation........................ 118,750
PNC Capital Markets, Inc..................................... 118,750
BNY Capital Markets, Inc. ................................... 118,750
---------
Total............................. 9,500,000
=========
18
SCHEDULE B
Designated Subsidiaries of the Company
U. S. Steel Kosice, s.r.o.
U.S. Steel Mining Company, LLC
00
XXXXXXX X
, 0000
XXXXXX XXXXXX STEEL CORPORATION
000 Xxxxx Xxxxxx
Xxxxxxxxxx, XX 00000-0000
CREDIT SUISSE FIRST BOSTON CORPORATION
X.X. XXXXXX SECURITIES INC.,
As Representatives of the Several Underwriters,
c/o Credit Suisse First Boston Corporation,
Eleven Madison Avenue,
New York, N.Y. 10010-3629
Dear Sirs:
As an inducement to the Underwriters (including the
Representatives) (as each such term is defined below) to execute the
Underwriting Agreement dated May 14, 2002 (the "UNDERWRITING AGREEMENT"),
between the United States Steel Corporation and Credit Suisse First Boston
Corporation and X.X. Xxxxxx Securities Inc., as representatives (the
"REPRESENTATIVES") of the several underwriters (the "UNDERWRITERS") named
therein, pursuant to which an offering will be made that is intended to result
in an orderly market for the Common Stock, par value $1.00 per share (the
"SECURITIES"), of United States Steel Corporation, and any successor (by merger
or otherwise) thereto (the "COMPANY"), the undersigned hereby agrees that from
the date hereof and until 90 days after the public offering date set forth on
the final prospectus used to sell the Securities (the "PUBLIC OFFERING DATE")
pursuant to the Underwriting Agreement, the undersigned will not offer, sell,
contract to sell, pledge or otherwise dispose of, directly or indirectly, any
shares of Securities or securities convertible into or exchangeable or
exercisable for any shares of Securities, enter into a transaction which would
have the same effect, or enter into any swap, hedge or other arrangement that
transfers, in whole or in part, any of the economic consequences of ownership
of the Securities, whether any such aforementioned transaction is to be settled
by delivery of the Securities or such other securities, in cash or otherwise,
or publicly disclose the intention to make any such offer, sale, pledge or
disposition, or to enter into any such transaction, swap, hedge or other
arrangement, without, in each case, the prior written consent of the
Representatives. In addition, the undersigned agrees that, without the prior
written consent of the Representatives, it will not, during the period
commencing on the date hereof and ending 90 days after the Public Offering
Date, make any demand for or exercise any right with respect to, the
registration of any Securities or any security convertible into or exercisable
or exchangeable for the Securities.
Any Securities received upon exercise of options granted to
the undersigned will also be subject to this Agreement. Any Securities acquired
by the undersigned in the open market will not be subject to this Agreement. A
transfer of Securities to a family member or trust may be made, provided the
transferee agrees to be bound in writing by the terms of this Agreement.
In furtherance of the foregoing, the Company and its transfer
agent and registrar are hereby authorized to decline to make any transfer of
shares of Securities if such transfer would constitute a violation or breach of
this Agreement.
20
This Agreement shall be binding on the undersigned and the
successors, heirs, personal representatives and assigns of the undersigned.
This Agreement shall lapse and become null and void if the Public Offering Date
shall not have occurred on or before August 20, 2002.
Very truly yours,
....................................................
[Name of executive officer or director]
21
