Form Of



                          Financial Matters Agreement



     This Financial Matters Agreement is entered into as of this [  ] day of [

], 2001 by and between USX Corporation, a Delaware corporation ("Parent") and

United States Steel LLC, a Delaware limited liability company ("Steel").



                                  WITNESSETH



     WHEREAS, Steel is a wholly owned subsidiary of Parent; and



     WHEREAS, Parent, Steel and another corporation named USX Corporation ("Old

USX") were parties to a Holding Company Reorganization Agreement dated as of

July 1, 2001 (the "Reorganization Agreement"); and



     WHEREAS, the Reorganization Agreement was entered into to better align the

assets and liabilities of Old USX with its two classes of common stock, namely

USX--Marathon Group Common Stock and USX--U.S. Steel Group Common Stock; and



     WHEREAS, in connection with the Reorganization Agreement, Parent assumed

certain obligations of Old USX and Steel became liable for all other obligations

of Old USX as was required by the terms of such obligations; and



     WHEREAS, to induce General Electric Credit Corporation of Delaware ("GECC")

and Southern Energy Clairton, L.L.C ("SECL") to enter into Amendment Number 1 to

the Amended and Restated Limited Partnership Agreement entered into and

effective as of June 1, 1997 by and among Steel, GECC and SECL, Parent delivered

to GECC and SECL, a guarantee dated July 2, 2001 of Steel's obligations under

the aforesaid Partnership Agreement and certain related instruments and

agreements (the "1314B Guarantee"); and



     WHEREAS, to induce certain counterparties not to declare a "credit event

upon merger" under certain ISDA swap agreements, Parent executed and delivered

to various counterparties guarantees of the obligations of Steel under the

aforesaid ISDA swap agreements (the "Swap Guarantees"); and



     WHEREAS, Parent and Steel are also parties to an Agreement and Plan of

Reorganization dated  as of July 31, 2001 (the "Separation Agreement"), pursuant

to which, and subject to the terms and conditions set forth therein, all of the

shares of USX--U.S. Steel Group common stock will be converted into shares of

common stock of United States Steel Corporation; and



     WHEREAS, Parent and Steel have identified certain obligations of Parent

that are closely related to the business of Steel; and



     WHEREAS, In light of these relationships and in furtherment of the purpose

of the Reorganization Agreement and the Separation Agreement Parent and Steel

have

{PAGE}



agreed that Parent will assign these obligations to Steel and that Steel will

assume and discharge these obligations; and



     WHEREAS, Parent and Steel wish to establish how certain other debt

obligations and financial matters shall be arranged.



     NOW, THEREFORE, in consideration of the premises, the mutual covenants

contained herein and intending to be legally bound hereby, the parties hereto

agree as follows:



                                   Article I

                           Industrial Revenue Bonds



     1.1  Assumption of Industrial Revenue Bond Obligations.  Parent is the

          --------------------------------------------------

obligor on $479,490,000 of obligations pursuant to agreements with respect to an

equal principal amount of tax exempt environmental revenue bonds issued by

various governmental issuers all of which are more particularly described on

Schedule 1.1 attached hereto (collectively, the "Industrial Revenue Bonds").



     (a)  For a term beginning on the date hereof and ending on the earlier of

          the tenth anniversary of the Separation Effective Time (as defined in

          the Separation Agreement) or December 31, 2040, Parent hereby assigns

          to Steel and Steel assumes all of Parent's rights and obligations with

          respect to the Industrial Revenue Bonds including, without limitation,

          the obligation to pay debt service on the Industrial Revenue Bonds.

          The term "debt service" is meant to include all sums due with respect

          to the Industrial Revenue Bonds including, without limitation,

          payments of principal, interest and premium, letter of credit fees and

          expenses (incurred by either Parent or Steel or both), trustee fees

          and expenses, issuer fees and expenses and remarketing fees and

          expenses.



     (b)  During the term of this Agreement, Steel shall provide all notices and

          take such other actions as may be necessary or appropriate in

          connection with ongoing obligations related to the Industrial Revenue

          Bonds.



     Steel's obligations with respect to the Industrial Revenue Bonds shall

include payment of amounts due upon any defaults or acceleration of any of the

obligations with respect to the Industrial Revenue Bonds other than defaults

caused by Parent.



     1.2  Rights of Steel.  During the term of this Agreement, Steel shall have

          ---------------

the right to exercise all of the existing contractual rights of Parent

concerning the Industrial Revenue Bonds including all rights to the selection of

interest rates, making prepayments or granting or releasing security interests

and Parent shall use commercially reasonable efforts to assist Steel in its

exercise of such rights.  Notwithstanding the foregoing, Steel shall have no

right to increase the principal amount or to change the maturity of any of the

Industrial Revenue Bonds without the prior written consent of Parent except as

set forth in Section 1.4(b).



     1.3  Variable Rate Industrial Revenue Bonds.  The Industrial Revenue Bonds

          --------------------------------------

that are designated on Schedule 1.1 as variable rate environmental revenue bonds

are referred to as the "Variable Rate Bonds."  During the term of this Agreement

Steel may



                                     Page 2

{PAGE}



from time to time direct conversion of the Variable Rate Bonds to different

interest rate periods, and Parent shall undertake all reasonable efforts to

effectuate each such conversion. Parent will not, without the prior written

consent of Steel, convert any of the Variable Rate Bonds to a different interest

rate. Notwithstanding anything in this Agreement to the contrary, Steel's

ability to direct conversion of the Variable Rate Bonds to a different interest

rate period and maintain a given interest rate period shall be subject to

Parent's ability to maintain appropriate letters of credit respecting the

Variable Rate Bonds. Parent shall undertake commercially reasonable efforts to

obtain and maintain letters of credit and/or such other liquidity facilities

(each, a "Liquidity Facility") as may be permitted by the applicable Bond

Documents (hereinafter defined). If Parent's ability to obtain and maintain

Liquidity Facilities is reduced so that Parent's business is adversely affected

in a material way, Parent may, following timely written notice to Steel, decline

to renew one or more Liquidity Facilities with respect to one or more issues of

Variable Rate Bonds. Concurrently with said notice Parent shall supply an

opinion of an independent third party regarding the availability of Liquidity

Facilities to Parent. Steel may at any time provide substitute Liquidity

Facilities applicable to one or more issues of the Variable Rate Bonds.



     1.4  Refinancing

          -----------



          (a)  If Steel notifies Parent in writing that Steel elects to redeem

     all or part of any of the Industrial Revenue Bonds and supplies adequate

     funds therefor, Parent shall reasonably assist Steel to effectuate such

     redemption(s) and Steel's obligations under this Agreement shall be reduced

     accordingly.  Parent shall not, without the prior written consent of Steel,

     direct the redemption of any Industrial Revenue Bonds prior to maturity.



          (b)  If Steel elects to refinance all or part of any of the Industrial

     Revenue Bonds through a tax-exempt refunding or otherwise, Parent shall

     take all such reasonable action as may be necessary or appropriate to

     reasonably assist Steel in completing the transactions contemplated by each

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC