INDEX

Court File No.

ONTARIO
SUPERIOR COURT OF JUSTICE
(COMMERCIAL LIST)
IN THE MATTER OF THE COMPANIES CREDITORS
ARRANGEMENT ACT, R.S.C. 1985, c. C-36, AS AMENDED
AND IN THE MATTER OF A PROPOSED PLAN OF
COMPROMISE OR ARRANGEMENT WITH RESPECT TO
U. S. STEEL CANADA INC.

INDEX
TAB NO. DOCUMENT
1. Notice of Application
2. Affidavit of Michael A. McQuade sworn September 16, 2014
Exhibit A - Organization Chart of USSC Group
Exhibit B Summary of USSC Pension and Retirement Plans
Exhibit C - Corporate Services Agreement between USS and
USSC dated November 1, 2007
Exhibit D ERP Cost Sharing Agreement between USS,
USSC and USSK, dated November 19, 2009
Exhibit E - Limited Risk Distributor Agreement dated
February 1, 2008 between USS and USSC
Exhibit F - Limited Risk Distributor Agreement dated May 1,
2008 between USSK and USSC
Exhibit G - Marketing, Distributorship and Supply
Agreement between USS and USSC dated December 1, 2008
Exhibit H - Marketing, Distributorship and Supply
Agreement between USS and USSC dated March 1, 2009
Exhibit I - Trade-Mark License Agreement dated October 31,
2007 between USS and USSC
Exhibit J - Retirement Plan Administration Services


Agreement between UCF and USSC, dated August 5, 2008, and
Board of Directors Resolution
Exhibit K - Business Services Agreement between USSK,
USS and USSC, as amended, dated January 1, 2007
Exhibit L Financial Statements, as at December 31, 2013
and August 31, 2014
Exhibit M Secured Loan Agreement between USS and
USSC dated as of October 30, 2013
Exhibit N - Security Agreement between USS and USSC,
dated as of January 28, 2013
Exhibit O Summary of Credit Support provided by USS
Exhibit P - USS Unsecured Loan Agreement, dated as of
October 29, 2007, as amended
Exhibit Q - Province of Ontario Loan Agreement, dated as of
March 31, 2006, and the amendments relating thereto
Exhibit R - Actuarial Valuation Reports for the USSC
Pension Plans, as at December 31, 2013
Exhibit S - Agreement Regarding Stelco Inc. Pension Plans,
dated August 26, 2007, as amended, and Pension Guarantee
Exhibit T Summary of USSC PPSA Registrations, as of
September 9, 2014
Exhibit U Rothschild Engagement Letter, dated January 22,
2014, as amended
Exhibit V CRO Engagement Letter, dated September 16,
2014
3. Proposed Initial Order
4. Blackline of Proposed Initial Order to Model Order
5. Proposed Notice Procedure Order
6. Consent of the Monitor
TAB 1
ONTARIO
SUPERIOR COURT OF J USTICE
(COMMERCIAL LIST)
IN THE MATTER OF THE COMPANIES' CREDITORS
ARRANGEMENT ACT, R.S.C. 1985, c. C-36, AS AMENDED
Court File No.
OJ - '4-4dd1)--()c L
AND IN THE MATTER OF A PROPOSED PLAN OF
COMPROMISE OR ARRANGEMENT WITH RESPECT TO
U. S. STEEL CANADA INC.
(the "APPLICANT")
APPLICATION UNDER THE COMPANIES' CREDITORS
ARRANGEMENT ACT, R.S.C. 1985, c. C-36, AS AMENDED
NOTICE OF APPLICATION
TO THE RESPONDENT:
A LEGAL PROCEEDING HAS BEEN COMMENCED by the Applicant. The
claim made by the Applicant appears on the following page.
THIS APPLICATION will come on for ahearing on September 16,2014, at 5:30
p.m., at 330 University Avenue, Toronto, Ontario.
IF YOU WISH TO OPPOSE THIS APPLICATION, to receive notice of any step
in the application or to be served with any documents in the application, you or an
Ontario lawyer acting for you must forthwith prepare a notice of appearance in Form
38A prescribed by the Rules of Civil Procedure, serve it on the applicant's lawyer or,
where the applicant does not have a lawyer, serve it on the applicant, and file it, with
proof of service, in this court office, and you or your lawyer must appear at the hearing.
IF YOU WISH TO PRESENT AFFIDAVIT OR OTHER DOCUMENTARY
EVIDENCE TO THE COURT OR TO EXAMINE OR CROSS-EXAMINE
WITNESSES ON THE APPLICATION, you or your lawyer must, in addition to serving
your notice of appearance, serve a copy of the evidence on the applicant's lawyer or,
where the applicant does not have a lawyer, serve it on the applicant, and file it, with
proof of service, in the court office where the application is to be heard as soon as
possible, but at least four days before the hearing.
IF YOU FAIL TO APPEAR AT THE HEARING, J UDGMENT MAY BE
GIVEN IN YOUR ABSENCE AND WITHOUT FURTHER NOTICE TO YOU. IF
YOU WISH TO OPPOSE THIS APPLICATION BUT ARE UNABLE TO PAY
LEGAL FEES, LEGAL AID MAYBE AVAILABLE TO YOU BY CONTACTING A
LOCAL LEGAL AID OFFICE.
Date
- 2 -
September 16,2014
TO: SERVICE LIST
Address of Toronto, ON M5G lR7
court office
- 3-
APPLICATION
1. U. S. Steel Canada Inc. ("USSC" or the "Applicant") makes this application for:
(a) an Initial Order (the "Initial Order") pursuant to the Companies'
Creditors Arrangement Act (Canada) (the "CCAA") substantially in the
form attached at Tab 3of the Applicant's application record (the
"Application Record"), among other things:
(i) abridging the time for service of this Notice of Application and
the materials filed in support of the application and dispensing
with further service thereof;
(ii) declaring that USSC is acompany to which the CCAA applies;
(iii) authorizing the Applicant to file with the Court aplan or plans of
compromise or arrangement (a"Plan");
(iv) directing the Applicant to continue to carryon business and deal
with its assets, including businesses and assets of other entities,
partnerships andjoint ventures inwhich it has adirect or indirect
ownership interest (collectively with USSC, the "USSC Group"),
in amanner consistent with the preservation of its business and
property and to make certain payments in connection with its
business and the proceedings herein;
(v) granting astay of proceedings in respect of the Applicant and its
property (including in relation to the Applicant's interest in
another member of the USSC Group) and in respect of Directors
(as defined inthe proposed Initial Order, the "Directors");
(vi) authorizing the Applicant to continue to use its existing cash
management system and to complete outstanding transactions and
engage in new transactions with United States Steel Corporation
("USS") and its subsidiaries and related entities (including the
USSC Group) (the "USS Group") and directing that the
Applicant shall have full and complete access to its books and
records, all on the terms set out inthe Initial Order;
(vii) approving the retention of and the agreements engaging
Rothschild Inc. as financial advisor and BlueTree Advisors II Inc.
to provide the services of William E. Aziz as Chief Restructuring
Officer;
(viii) appointing Ernst &Young Inc. as an officer of this Court to
monitor the assets, businesses and affairs ofUSSC (in such
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capacity, the "Monitor") and directing and empowering the
Monitor to, among other things, review and monitor intercompany
transactions;
(ix) granting an Administration Charge and Directors' Charge (each as
defined below) to rank ahead inpriority to the existing security of
USS but behind all other security interests, trusts, liens, charges,
and encumbrances, claims of secured creditors, statutory or
otherwise (as defined in the draft Initial Order, "Encumbrances")
in favour of persons not served with notice of this application;
(x) directing amethodology for service of materials inthese CCAA
proceedings;
(xi) scheduling acomeback motion (the "Comeback Motion"); and
(xii) granting such other relief as counsel may request and this
Honourable Court may allow;
(b) an order (the "Notice Procedure Order") substantially inthe form
attached at Tab 5of the Application Record, among other things:
(i) abridging the time for service of this Notice of Application and
the materials filed in support of the application and dispensing
with further service thereof;
(ii) approving the form and substance of anotice letter to be sent to
representatives and beneficiaries relating to the DB Registered
Pension Plans, GRRSPs, individual "retirement benefit contracts"
and other supplemental non-registered payments known as
"retiring allowances" inthe form attached to the draft order (the
"Notice Letter") (capitalized terms are as defined below);
(iii) approving the proposed manner of service of the Notice Letter;
(iv) granting certain protections for the Monitor and the Applicant in
carrying out the terms of the Order; and
(v) granting such other relief as counsel may request and this
Honourable Court may allow;
(c) approval of and/or directions in relation to: aclaims process; notices of
meetings of creditors to consider and, if deemed advisable, approve a
Plan; notices to creditors as to the approval and sanctioning of aPlan; and
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such other steps and relief as counsel may request and this Honourable
Court may allow;
(d) after approval of the creditors has been obtained and all other conditions
for sanctioning the Plan have been satisfied, an order approving and
sanctioning the Plan; and
(e) such further and other relief as counsel may request and this Honourable
Court may allow.
2. The grounds for the application are:
a) Initial Order
(a) USSC is aproducer of steel that conducts most of its business fromtwo
large steel plants located in Ontario: Hamilton Works (in Hamilton,
Ontario) and Lake Erie Works (inNanticoke, Ontario);
(b) USSC is adebtor company to which the CCAA applies: it is acorporation
governed by the Canada Business Corporations Act, R.S.C. 1985 c. C-44
and is insolvent, with total claims against it in excess of $5 million;
(c) USSC is presently indebted to USS inthe amount of approximately
$204.1 million plus accrued interest pursuant to asecured credit facility
and inthe amount of approximately $1.4billion plus accrued interest
pursuant to an unsecured credit facility, and is also indebted to Her
Majesty the Queen in Right of Ontario (the "Province of Ontario")
pursuant to an outstanding $150 million unsecured loan;
(d) USSC is insolvent because the realizable value of its assets is not
sufficient to enable it to pay all of its obligations in full;
(e) In addition, USSC has significant cash needs inthe upcoming fall season
and significant upcoming payment obligations, including amounts owing
pursuant to secured and unsecured loans with USS, ongoing funding of
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significant pension, retirement and post-employment plans and benefits,
amounts owing to the Province of Ontario, and general operating costs;
Employees and Pension and Benefits Obligations
(t) The Applicant employs more than 2,300 people (nearly 1,750 of which
are unionized) and provides pension and retirement benefits to more than
14,000 beneficiaries, including pursuant to nine registered non-
contributory defined benefit pension plans (the "DB Registered Plans"),
four group registered retirement savings plan arrangements (the
"GRRSPs"), and non-registered supplemental individual "retirement
benefit contracts" and "retiring allowances" (the "RBCs and RAs").
(g) The Applicant seeks authorization to continue to pay outstanding and
future wages, salaries, employee benefits and other compensation inthe
ordinary course of business at this time and, specifically, seeks a
mandatory order that, until further Court order, all outstanding and future
contributions in respect of the DB Registered Plans and GRRSPS bepaid
inthe ordinary course;
Intercompany Integration
(h) The USSC Group operates with ahigh degree of integration with USS
including inrelation to cash management, operations, employee
management, tax, IT and financial services and corporate strategic
planning;
(i) Among other things, the Applicant seeks authorization to continue
dealing with USS in accordance with existing agreements or information
arrangements, subject to oversight of the proposed Monitor and with the
Monitor authorized to make changes or establish governing principles or
procedures relating to intercompany transactions if it considers necessary
or appropriate. The authorization and proposed oversight of
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intercompany transactions is appropriate to enable the Applicant to
continue its business and operations during the restructuring proceedings;
Charges
G) The Applicant is requesting an Administration Charge (to the maximum
amount of$7.5 million plus USD $5.5 million) and aDirectors' Charge
(to the maximum amount of $39 million);
(k) This Court has jurisdiction and it is appropriate to grant the requested
charges inthe requested priority: ahead of the existing security ofUSS
but behind all other Encumbrances in favour of persons not served with
notice of this application. It is the intention of the Applicant to seek
priority for such charges ahead of all Encumbrances at the Comeback
Motion;
Monitor
(1) Ernst &Young Inc. has consented to act as monitor;
Relief Sought
(m) The relief sought herein is necessary to enable the Applicant to preserve
the ongoing value of its operations while restructuring solutions are
explored with key stakeholders and then implemented;
(n) The stay of proceedings and court-supervised process will help to provide
greater stability to customers and suppliers, oversight of intercompany
dealings between USSC and USS to ensure they continue on reasonable
and appropriate terms, and protection of assets and operations while
management focusses on arestructuring;
(0) The Applicant is not seeking interim financing at this time but intends to
return to Court at afuture date, on appropriate notice, to seek approval of
- 8 -
debtor-in-possession ("DIP") financing and to address other priority
charges;
b) Notice Procedure Order
(P) The Applicant proposes to provide anotice to Beneficiaries (as defined in
the draft order) of the DB Registered Pension Plans, GRRSPs, and RBCs
and RAs (collectively, the "Plans") to advise them of:
(i) these CCAA proceedings;
(ii) the Comeback Motion at which the Applicant intends to seek
approval of DIP financing and other priority charges; and
(iii) the dual role played by USS,C in relation to some of the Plans (in
particular those Plans in relation to which USSC acts as both
"employer" and "administrator");
(q) The Applicant seeks approval of the form of Notice Letter as well as the
procedure for delivering such Notice Letter, which includes the
following:
(i) Publishing of theNotice Letter and Notice Procedure Order on the
Monitor's website and in The Globe and Mail (National Edition),
Hamilton Spectator and Simcoe Reformer;
(ii) Delivering theNotice Letter and Notice Procedure Order directly
to Beneficiaries of the Plans other than Beneficiaries of certain
Plans for unionized employees;
(iii) Delivering theNotice Letter and Notice Procedure Order to the
Bargaining Unit Representatives (as defined in the draft Order) on
behalf of Beneficiaries of certain Plans for unionized employees
and then, as asupplement to such notice, delivering the Notice
Letter and Notice Procedure Order to the individual Beneficiaries
of such Plans (either by the Applicant, with the assistance of the
Monitor, or by the Bargaining Unit Representatives); and,
(iv) Delivering the Notice Letter and Notice Procedure Order to the
pension advisory committee established for certain Plans for
salaried employees;
(r) The Applicant also relies on:
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(i) The provisions of the Companies' Creditors Arrangement Act,
RS.C. 1985, c. C-36, as amended, and the equitable jurisdiction
of this Honourable Court;
(ii) Rules 2.03,3.02, 14.05(2) and 38 of the Rules of Civil Procedure,
RRO. 1990, Reg. 194, as amended;
(iii) Section 106 of the Courts of Justice Act, RS.O. 1990 c.C.43, as
amended; and
(iv) Such other grounds as counsel may advise and this Honourable
Court may permit.
3. The following documentary evidence will be used at the hearing of the
application:
(a) Affidavit of Michael A. McQuade sworn September 16,2014 and
Exhibits attached thereto;
(b) Pre-Filing Report of the Monitor and attachments thereto;
(c) Consent of the proposed Monitor; and
(d) Such further and other evidence as counsel may advise and this
Honourable Court may permit.
- 10-
September 16,2014 McCarthy Tetrault LLP
Suite 5300, Toronto Dominion Bank Tower
Toronto ON M5K lE6
James D. Gage LS,UC#: 346761
Tel: (416) 601-7539
Email: jgage@mccarthy.ca
Paul Steep LSUC#: 21869L
Tel: (416) 601-7998
Email: psteep@mccarthy.ca
Heather Meredith LSUC#: 48354R
Tel: (416) 601-8342
Email: hrneredith@mccarthy.ca
Lawyers for the Applicant
AND IN THE MATTER OF A PROPOSED PLAN OF COMPROMISE OR ARRANGEMENT
WITH RESPECT TO U. S. STEEL CANADA INC. Applicant
Court File No. CV-\Y- l~qs-a::fC
ONTARIO
SUPERIOR COURT OF JUSTICE -
COMMERCIAL LIST
Proceeding commenced at Toronto
NOTICE OF APPLICATION
McCarthy Tetrault LLP
Suite 5300, Toronto Dominion Bank Tower
Toronto ON M5K lE6
James D. Gage LSUC#: 346761
Tel: (416) 601-7539
Email: jgage@mccarthy.ca
Paul Steep LSUC#: 21869L
Tel: (416) 601-7998
Email: psteep@mccarthy.ca
Heather Meredith LSUC#: 48354R
Tel: (416) 601-8342
Email: hmeredith@mccarthy.ca
Lawyers for the Applicant
13725704
TAB 2

Court File No.
ONTARIO
SUPERIOR COURT OF JUSTICE
(COMMERCIAL LIST)
IN THE MATTER OF THE COMPANIES CREDITORS
ARRANGEMENT ACT, R.S.C. 1985, c. C-36, AS AMENDED
AND IN THE MATTER OF A PROPOSED PLAN OF
COMPROMISE OR ARRANGEMENT WITH RESPECT TO
U. S. STEEL CANADA INC.
(Applicant)

AFFIDAVIT OF MICHAEL A. MCQUADE
SWORN SEPTEMBER 16, 2014
(INITIAL ORDER AFFIDAVIT)

I, Michael A. McQuade, of Grimsby, in the Province of Ontario, MAKE OATH AND
SAY:
1. I am the President and General Manager of U. S. Steel Canada Inc. (USSC or the
Applicant) and as such have personal knowledge of the facts to which I depose, except where
I have indicated that I have obtained facts from other sources, in which case I verily believe
those facts to be true.
2. All references to currency in this affidavit are references to Canadian dollars unless
otherwise indicated.
3. This affidavit is sworn in support of an application by USSC for an initial order pursuant
to the Companies Creditors Arrangement Act (Canada) (the CCAA), among other things,
providing a stay of proceedings and appointing Ernst & Young Inc. as monitor of the Applicant
in these proceedings.


12


Page 2
4. My affidavit in support of this application is divided into the following sections:
I. INTRODUCTION ................................................................................................................ 2
II. THE APPLICANT ............................................................................................................... 5
III. OVERVIEW OF THE OPERATIONS OF THE USSC GROUP ....................................... 6
IV. PENSION OBLIGATIONS ............................................................................................... 13
V. USS-USSC INTERCOMPANY GOODS AND SERVICES ............................................ 17
VI. KEY SUPPLIERS .............................................................................................................. 27
VII. ASSETS AND LIABILITIES OF THE APPLICANT ...................................................... 28
VIII. INSOLVENCY OF THE APPLICANT ............................................................................. 38
IX. FINANCIAL SITUATION AND STRATEGIC REVIEW ............................................... 43
X. KEY STAKEHOLDERS AND INTERESTS .................................................................... 49
XI. THE APPLICANTS CASH FLOW .................................................................................. 50
XII. FINANCING DURING CCAA PROCEEDINGS ............................................................. 51
XIII. RELIEF SOUGHT ............................................................................................................. 51

I. INTRODUCTION
5. USSC and its subsidiaries (and together with USSCs interest in the two joint ventures
described below, the USSC Group) are collectively one of Canadas leading steel producers.
The USSC Group operates and conducts most of its business from two large steel plants located
in Ontario Hamilton Works (Hamilton Works) located in Hamilton, Ontario and Lake Erie
Works (Lake Erie Works) located in Nanticoke, Ontario (which also has a separate finishing
facility (the Pickle Line)).
6. Only USSC is an applicant in these proceedings. The remaining entities within the USSC
Group are not seeking protection as applicants under the CCAA.
7. USSC is an indirect, wholly owned subsidiary of United States Steel Corporation
(together with its affiliates, but excluding the USSC Group, USS), a publicly traded Delaware
corporation. USS is one of the largest integrated steel manufacturers in the world, with most of
its operations located in North America. These proceedings relate solely to the financial and
other challenges facing USSC.
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Page 3
8. Specifically, the Applicant faces significant financial difficulties as a result of financial
and operational issues related to, among other things, (i) a depressed market for steel products
following the 2008 financial crisis, (ii) labour interruptions to address uncompetitive labour
costs, (iii) significant debt obligations of USSC to the Province of Ontario and USS, and (iv)
competitive cost disadvantages (including high cash funding costs in respect of its pension and
other retirement benefit obligations).
9. From 2008 to 2013, USSC has suffered significant losses. Over that period, it has
experienced cumulative negative income from operations (IFO) of $2.4 billion, cumulative
negative earnings before interest, taxes, depreciation and amortization (EBITDA) of $1.5
billion and cumulative negative free cash flow (FCF) of $1.8 billion.
10. In light of these losses, USSC has been funded through significant debt and equity
financing from USS totaling approximately $3.9 billion, consisting of $1.6 billion of debt and
$2.3 billion of equity, since its acquisition by USS in 2007.
11. As of August 31, 2014, the Applicant is indebted to USS pursuant to a USD$600 million
secured credit facility in the amount of approximately $204.1 million plus accrued interest and
pursuant to a $1.5 billion unsecured credit facility in the amount of approximately $1.4 billion
plus accrued interest. USS has taken the position with the Applicant that the Applicant is in
default under its loan agreements with USS and that USS will not make further advances to
USSC thereunder. Although USSC has argued that it is not in default up to this point in time,
USSCs financial difficulties extend far beyond any default or availability issues under the loan
agreements. Moreover, USS has indicated that it will not waive interest payments that become
due and payable to it at the end of 2014 in the amount of $162.5 million pursuant to the
unsecured facility.
12. The Applicant is also indebted to Her Majesty the Queen in Right of Ontario (the
Province of Ontario) pursuant to an outstanding unsecured loan in the amount of $150
million and also has trade payables incurred in the ordinary course of its business.
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Page 4
13. As set out herein, the Applicant is insolvent. The realizable value of the Applicants
assets is not sufficient to enable it to pay all of its obligations in full. The book value of the
Applicants assets is less than the book value of its liabilities by a shortfall of approximately $1.9
billion as discussed below. This shortfall increases after certain adjustments are made in respect
of the book value of its liabilities to reflect other obligations to which it is subject, and the
shortfall could increase further if potential adjustments to the book value of the Applicants
assets are considered in the context of their realizable value in a sale.
14. In addition, USSC has significant cash needs in the fall due to the seasonality of its
business. A significant buildup of inventories is required before Lake Ontario and Lake Erie
freeze in order to allow operations to continue over the winter. It will also have significant
payment obligations of approximately $285 million by or before the end of 2014 and
approximately $671 million between now and the end of 2015. Significant payment obligations
include amounts owing pursuant to the secured and unsecured loan agreements with USS;
significant pension funding obligations (which are anticipated to increase upon the expiry of
existing pension funding arrangements at the end of 2015, as discussed below); ongoing funding
of other pension, retirement and post-employment plans and benefits; amounts owing pursuant to
the unsecured loan from the Province of Ontario, which matures at the end of 2015; and general
operating costs. In the absence of ongoing debt or equity financing, USSC will be unable to pay
these and its other obligations as they generally become due.
15. Moreover, USSC is projected to continue to incur significant losses and to continue to
post negative IFO, EBITDA and FCF in 2014 and beyond.
16. In the face of these challenges, the USSC Group has taken various steps to improve its
financial performance and reduce costs; however, such measures have proven insufficient to
overcome the magnitude of USSCs future cash needs, debt obligations and pension and
retirement benefit liabilities. In short, it has become clear that the Applicants business is not
viable without a restructuring of its operations and obligations.
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17. USSC has also engaged, or attempted to engage, in restructuring discussions with key
stakeholders; however, to date, no comprehensive restructuring solution that has secured the
support of the necessary stakeholders has been achieved or is likely to come to fruition outside of
a court-supervised restructuring process.
18. The relief sought herein is necessary to enable the Applicant to preserve the on-going
value of its operations while restructuring solutions are explored with key stakeholders and then
implemented. A court-supervised process will, among other things, provide greater stability to
customers and suppliers, oversight of intercompany dealings between USSC and USS, and the
opportunity to obtain interim financing (at a future date), all while a stay of proceedings is in
place to protect the Applicants assets and operations, permit management to focus on a
restructuring, and maximize stakeholder value.
19. The Applicant is also of the view that a court-supervised process will facilitate a dialogue
with key stakeholders regarding restructuring solutions and will be necessary to conduct any
asset sales in light of USSCs financial condition (which would require court approval and
vesting orders to complete). It is currently anticipated that the restructuring may include, a sales
process to solicit interest in purchasing all or part of the Applicants business pursuant to a court-
approved process and, potentially, a consensual restructuring of certain other material obligations
involving the relevant stakeholders.
II. THE APPLICANT
20. USSC is a corporation governed by the Canada Business Corporations Act (CBCA).
Its registered and principal office is located at 386 Wilcox Street, Hamilton, Ontario.
21. In October 2007, USS acquired Stelco Inc. (Stelco) through a plan of arrangement
under the CBCA. The acquisition followed the large-scale restructuring of Stelcos business
under the CCAA and CBCA in 2006. After the acquisition, Stelco changed its name to USSC.
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22. USSC employed 2,337 people as of July 31, 2014. Of this total, as of July 31, 2014,
approximately 1,743 are represented by local bargaining units of the United Steelworkers
(USW). The rest of the employees are not unionized.
23. USSC also supports a very significant number of retirees. As described further, below,
USSC provides pension and retirement benefits and other post-employment benefits to more than
14,000 former salaried and union employees, their spouses and other beneficiaries.
III. OVERVIEW OF THE OPERATIONS OF THE USSC GROUP
24. The USSC Groups operations consist principally of three stages: coke-making; iron and
steel-making; and finishing.
(a) Coke-making: The steel-making process begins with the manufacture of coke
from coal. The coal is converted into coke by baking it in coke ovens.
(b) Iron and Steel-Making: Coke is combined with iron ore and limestone in a blast
furnace, which blasts hot air through the mixture to produce molten iron, also
known as hot metal. Next, the hot metal is combined with scrap metal and
injected with oxygen in a basic oxygen furnace to produce liquid steel. The liquid
steel is then refined and processed into slabs.
(c) Finishing: Slabs are rolled on the Hot Strip Mill and formed into rolls of steel
sheet. These rolls can then be subject to further value-adding finishing processes
such as cold rolling (further shaping the steel sheet), pickling (cleaning hot-rolled
steel coils), or coating (including galvanizing), depending on the end use and
customer requirements.
25. The USSC Group conducts its operations primarily from its two main operating facilities,
Lake Erie Works and Hamilton Works. In addition, USSC conducts certain finishing operations
at the Pickle Line, a separate facility at Lake Erie Works, and through two jointly owned plants,
Baycoat and D.C. Chrome (operated with a co-owner in each case). A corporate chart setting out
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Page 7
the members of the USSC Group is attached as Exhibit A hereto. The principal divisions and
entities that comprise the USSC Group are discussed in more detail below.
26. In order to generate efficiencies and take advantage of certain operational and financial
synergies, the USSC Group operates with a high degree of operational integration with the USS
business enterprise. USSC is highly reliant on USS to provide certain administration, treasury,
raw material procurement, sales, tax planning, pension administration and other essential
services. These intercompany relationships are described in more detail in Section V below.
A. Lake Erie Works
27. Lake Erie Works operates as a division of USSC and is situated on 6,600 acres of
property in Nanticoke, Ontario on the shore of Lake Erie. It is a modern integrated steel-making
facility, which began operation in 1980, with an annual capacity of approximately 2.7 million
tons of raw steel production. Its location provides ready access, via water, rail and highway
transportation, to steel consumers in Canada and the United States.
28. The principal operations conducted at Lake Erie Works are coke-making, iron-making,
steel-making and hot rolling, with a focus on the production and sale of high quality hot-rolled
sheet products. A significant volume of hot-rolled sheet produced at Lake Erie Works is shipped
to Hamilton Works, where it is further processed at the Hamilton Works finishing facilities.
29. Until its recent re-start in early September, 2014, the coke-making operations of Lake
Erie Works had been idled since April 2013 when a lock-out of the local work force took place.
This was the second lock-out at the Lake Erie Works facility since the 2007 acquisition. A prior
lock-out occurred at the facility in 2009-2010 preceding the 2010 collective agreement. While its
coke-making operations were idled, Lake Erie Works relied upon coke produced at Hamilton
Works and coke shipped from other USS production facilities to support its iron and steel-
making operations. With operations re-started, Lake Erie Works coke facilities are capable of
producing approximately 65% of Lake Erie Works current coke needs.
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30. Lake Erie Works also conducts some finishing operations at the Pickle Line. Pickling is
the process of cleaning hot-rolled steel coils before they are shipped to customers or further
processed into higher-value products at Hamilton.
31. The principal customers of Lake Erie Works hot-rolled sheet products include the
automotive sector, steel services centres and pipe and tubular products manufacturers. Over the
past three years, approximately 50% of the hot-rolled shipments of Lake Erie Works went to four
tubular or steel service centres. These customers generally purchase steel products from Lake
Erie Works on a spot or short-term contract basis.
32. As at July 31, 2014, Lake Erie Works employed 1,397 employees, of whom 995 are
unionized (excluding employees at the Pickle Line). USW Local 8782 represents the unionized
employees at Lake Erie Works under a collective agreement that was signed in 2013 and expires
on September 1, 2018. The 130 unionized employees at the Pickle Line are represented by USW
Local 8782(B). Workers at that facility ratified a new collective agreement in June 2014 that
expires on June 28, 2019.
33. As at December 31, 2013, there were 1,837 current and former salaried and unionized
employees, their spouses and other beneficiaries, associated with Lake Erie Works (including the
Pickle Line) who receive pension benefits from USSC. USSC also provides certain other
pension and retirement benefits and other post-employment benefits (OPEBs) to certain
current and former Lake Erie Works salaried and unionized employees, their spouses and
beneficiaries. The pension, retirement and OPEB benefits are discussed further below.
B. Hamilton Works
34. Hamilton Works also operates as a division of USSC. It is situated on 813 acres of
property in Hamilton, Ontario on Hamilton Harbour. It was first commissioned in 1905 and
most of its facilities are older than those at Lake Erie Works. Its location also provides easy
access to water, rail and highway transportation.
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35. The principal operations currently conducted at Hamilton Works consist of coke-making
and steel finishing. Although operations at the site historically have also included iron-making
and steel-making, those operations at Hamilton Works were permanently shut down in
December 2013, after being idled since late 2010, which was in or around the time of an 11-
month lock-out at the Hamilton Works facility that preceded the 2011 collective agreement.
36. The coking operations at Hamilton Works produce coke that has historically been
shipped either to Lake Erie Works or sold to another USS plant. More recently, coke has been
swapped locally with Arcelor Mittal Dofasco (AMD) such that Hamilton Works supplies
AMD with coke locally in exchange for AMD supplying coke that is more conveniently located
to another USS plant, in an arrangement to reduce freight costs and avoid degradation of the
coke in shipping. Consideration is being given to whether the Hamilton coke ovens can be
operated on an economic basis after the re-start of the Lake Erie Works coke ovens that
occurred in early September of this year.
37. The principal finishing operations at Hamilton Works consist of a cold reduction mill,
and two galvanizing lines. The cold reduction mill further processes hot-rolled steel to reduce
gauge and to improve the surface finish. Cold-rolled steel is sold directly to customers, or is
further processed by USSC. The two galvanizing lines, known as the #3 galvanizing line and the
Z-Line, coat cold-rolled sheets in zinc, creating galvanized steel for a wide variety of demanding
applications, principally automotive.
38. The principal customers for the steel products produced at Hamilton Works (including
the steel that is further processed at the joint ventures described below) are original equipment
automotive manufacturers (OEMs) which account for roughly 45% to 50% of Hamilton
Works third party sales. Generally speaking, OEMs purchase steel pursuant to calendar year
contracts that are typically negotiated between August and October of the prior year.
39. As at July 31, 2014, Hamilton Works employed 771 employees, of whom 618 are
unionized. The unionized employees are represented by USW Local 1005 under a collective
agreement that expires on October 15, 2014. On July 18, 2014, USW Local 1005 issued a notice
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to bargain to USSC, the customary and necessary step to commence the bargaining process to
negotiate a new collective agreement. Collective bargaining commenced on July 28, 2014 and
has been continuing on a regular basis since then.
40. As at December 31, 2013, there were 12,614 current and former salaried and unionized
employees, their spouses and other beneficiaries associated with Hamilton Works who receive
pension benefits from USSC. USSC also provides certain other pension and retirement benefits
and OPEBs to certain current and former Hamilton Works salaried and unionized employees,
their spouses and beneficiaries. The pension and retirement and OPEB benefits are discussed
further below.
C. Baycoat Limited Partnership Joint Venture
41. USSC directly owns a 49.96% limited partner interest in Baycoat Limited Partnership
(Baycoat), a joint venture partnership with AMD. The general partner, Baycoat Limited owns
a nominal interest in Baycoat and is jointly owned by USSC and AMD.
42. Baycoat is one of Canadas largest painters of flat-rolled steel coils for a wide range of
industrial and commercial applications. It operates two steel coil-coating lines, each equipped to
coat cold-rolled or galvanized steel with a variety of exterior and interior paints, from a site in
Hamilton, Ontario.
43. As at July 31, 2014, there was one non-unionized USSC employee at Baycoat and one
non-unionized AMD employee at Baycoat. As at July 31, 2014, there were 35 non-unionized
salaried employees and 132 non-unionized hourly employees employed by Baycoat.
44. Baycoats only customers are its owners, USSC and AMD. Baycoat coats the steel
owned by its customers for a tolling fee and is self-funded through toll processing fees charged
to USSC and AMD. Representatives of the Applicant serve on the board of directors of Baycoat
Limited.
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D. 742784 Ontario Inc.
45. USSC owns 50% of 742784 Ontario Inc. (742) with the remaining 50% owned by
AMD. 742 is the registered owner of the real property in Hamilton, Ontario where the Baycoat
business is situated. It holds the land as the bare trustee for Baycoat Limited. Beyond this
function, 742 does not carry on any business. Representatives of the Applicant serve on the
board of directors of 742.
E. D.C. Chrome Limited Joint Venture
46. USSC owns 50% of D.C. Chrome Limited (D.C. Chrome), a joint venture with the
Court Group of Companies Limited. D.C. Chrome operates a mill roll grinding/texturing and
hard chromium plating plant in Stoney Creek, Ontario. D.C. Chrome textures rolls and
chromium-plates rolls used in the cold-rolling of steel by USSC at Hamilton Works, as well as
for other customers. It is funded through payments from USSC, its major customer, and, to a
much lesser extent, from its other customers for services provided. Representatives of the
Applicant serve on the board of directors of D.C. Chrome.
F. U.S. Steel Tubular Products Canada Limited Partnership
47. U.S. Steel Tubular Products Canada Limited Partnership (Tubular LP) is an Ontario
Limited Partnership. The general partner, U.S. Steel Tubular Products Canada GP Inc., is a
direct wholly-owned subsidiary of USSC and holds a 0.01% partnership interest in Tubular LP.
The limited partner is USSC, which holds the remaining 99.99% interest.
48. Tubular LP operates a small sales office in Calgary, Alberta serving the oil and gas
industry by reselling tubular products sourced from USS and a USS subsidiary, U.S. Steel
Tubular Products Inc. There are five employees at the sales office. Since Tubular LP lacks the
infrastructure to administer payables, all expenses and charges related to Tubular LP, such as
employee wages and rent, are paid by USSC and are charged back to Tubular LP on a monthly
basis.
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G. The Stelco Plate Company Ltd.
49. The Stelco Plate Company Ltd. (PlateCo) is a wholly owned subsidiary of USSC.
PlateCo was established in order to acquire and operate a 148-inch plate mill facility located at
Hamilton Works. The plate mill was sold in June, 2005 as part of the restructuring proceedings
of Stelco. PlateCo is inactive.
H. The Steel Company of Canada, Limited
50. The Steel Company of Canada, Limited is a corporation governed by the CBCA, and
formed part of the Stelco business. It is inactive.
I. Minerais Midway Lte Midway Ore Company Limited
51. Minerais Midway Lte Midway Ore Company Limited (Midway) is a Quebec
company that owns undeveloped iron ore prospect claims in the Seignelay area of Quebec. The
owner of Midway is Cliffs Mining Company (Cliffs). Cliffs holds an undivided one-half
interest in certain iron ore claims for the benefit of USSC and USSCs wholly-owned subsidiary
4347226 Canada Inc. (formerly HLE Mining GP Inc.) (434). Although there is no business
activity, certain non-material payments are made by USSC to Cliffs with respect to property tax
to maintain the rights to explore and develop the property and by 434 to Cliffs in order to take
advantage of available tax credits.
J. Directors of USSC Group
52. Services provided by Baycoat Limited, 742 and D.C. Chrome are critical to completion
of certain products for delivery to USSC customers and therefore, as indicated above,
representatives of USSC serve on the board of directors of these entities. I believe it is in the best
interest of USSC that such individuals continue in those roles to provide stability and continued
presence on their respective boards.
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IV. PENSION OBLIGATIONS
53. USSC provides pension and retirement benefits pursuant to: (i) nine registered non-
contributory defined benefit (DB) pension plans (the DB Registered Plans), all of which are
closed to new members; (ii) four group registered retirement savings plans arrangements; and
(iii) non-registered supplemental individual retirement benefit contracts and other
supplemental non-registered retirement payments known as retiring allowances (collectively,
the Plans). Further particulars about the pension and retirement plans are set out in Exhibit
B attached hereto.
DB Registered Plans
54. The DB Registered Plans consist of pension plans for Lake Erie Works employees (the
Lake Erie Plans), pension plans for Hamilton Works employees (the Hamilton Plans), and
a number of additional legacy and individual pension plans set out below and summarized in
Exhibit B hereto.
55. As of December 31, 2013, there are 1,837 current and former employees (including their
spouses and other beneficiaries) receiving pensions under the following Lake Erie Plans:
(a) the LEW Salaried Pension Plan (the registered non-contributory DB pension
plan for salaried employees of Lake Erie Works, closed to new members since
August 1, 1997);
(b) the LEW BU Pension Plan (the registered non-contributory DB pension plan
for unionized employees of Lake Erie Works, closed to new members since April
16, 2010); and
(c) the LEW Pickling Facility Pension Plan (the registered non-contributory DB
pension plan for salaried and unionized employees at the Pickle Line, closed to
new members as at July 7, 2011).
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56. As of December 31, 2013, there are 12,614 current and former employees (including their
spouses and other beneficiaries) receiving pensions under the following Hamilton Plans:
(a) the Hamilton Salaried Pension Plan (the registered non-contributory DB
pension plan for salaried employees of Hamilton Works, closed to new members
since August 1, 1997); and
(b) the Hamilton BU Pension Plan (the registered non-contributory DB pension
plan for unionized employees of Hamilton Works, closed to new members since
October 15, 2011).
57. In addition to the Lake Erie Plans and the Hamilton Plans (with the exception of the LEW
Pickling Facility Pension Plan, collectively the Main Pension Plans) there are also:
(a) three Legacy Pension Plans consisting of the Welland Salaried Plan, the
Stelpipe BU Plan and the Stelpipe Salaried Plan (registered non-contributory DB
pension plans primarily for salaried and unionized employees of former
subsidiaries of USSCs predecessor, Stelco Inc., which are closed to new
members and have no active employees accruing benefits); and
(b) the Steinman Plan (the registered non-contributory individual DB pension plan
for Mark C. Steinman, a retired former employee of Stelco Inc.).
58. The Main Pension Plans cover the majority of USSCs employees and retirees of
Hamilton Works and Lake Erie Works. The benefits for hourly unionized employees are based
on years of service and pension rates included in the pension agreements with the union, while
the benefits for salaried employees are based principally on years of service and a percentage of
average earnings.
59. Funding of the Main Pension Plans is governed by a pension agreement dated as of
March 31, 2006 between, among others, the Province of Ontario and Stelco Inc. (as amended, the
Pension Agreement) and Regulation 99/06 of the Ontario Pension Benefits Act (the PBA),
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called the Stelco Inc. Pension Plans Regulation (the Stelco Regulation), which came into
effect in 2006 and will expire on December 31, 2015, following which the Main Pension Plans
will be subject to the normal PBA funding regime.
60. The Stelco Regulation provides that USSC is required to contribute level monthly
contributions to the Main Pension Plans. Currently, USSC contributes $70 million per year in the
aggregate as required by the Stelco Regulation, in addition to the funding of any benefit
improvements under each of the Main Pension Plans in accordance with the regular PBA funding
regime.
61. Pursuant to the Pension Agreement, Stelco was required to pay an initial contribution of
$400 million into the four Main Plans in 2006. To date, USSC has made all contributions to the
Main Pension Plans required under the PBA, the Pension Agreement and the Stelco Regulation.
However, as at December 31, 2013, the estimated solvency deficiency of the Main Pension Plans
is approximately $838.7 million.
62. Funding for the DB Registered Plans other than the Main Pension Plans is described
below:
(a) The LEW Pickling Facility Pension Plan is funded in accordance with the regular
funding regime under the PBA. This plan has a small solvency deficit of
approximately $335,200 as at December 31, 2013.
(b) The Legacy Pension Plans are funded in accordance with the regular funding
regime under the PBA. As at December 31, 2013, each Legacy Pension Plan is
fully funded on a going concern and solvency basis.
(c) The Steinman Plan is funded in accordance with the regular funding regime under
the PBA. As at December 31, 2013, the plan had a small solvency deficit of
$42,100.
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63. In the proposed Initial Order, USSC proposes to have the court require it, until further
order of the court, to continue making all contributions to the DB Registered Plans, including the
Main Pension Plans, in the ordinary course when due and consistent with existing compensation
policies and arrangements (such that it will continue to comply with the Stelco Regulation, the
Pension Agreement and the PBA).
Group RRSPs
64. After the Main Pension Plans and LEW Pickling Facility Pension Plan were closed to
new members, newly hired employees have participated in the following Group Registered
Retirement Savings Plans (GRRSPs):
(a) Lake Erie BU GRRSP (GRRSP sponsored and administered by USW Local
8782 covering eligible unionized employees of Lake Erie Works);
(b) Pickle Line BU GRRSP (GRRSP sponsored and administered by USW Local
8782 covering eligible unionized employees at the Pickle Line);
(c) Hamilton BU GRRSP (GRRSP sponsored and administered by USW Local
1005 covering eligible union employees of Hamilton Works); and
(d) Opportunity Plan GRRSP (GRRSP sponsored and administered by USSC
covering eligible salaried employees at both Lake Erie Works and Hamilton
Works).
65. The Lake Erie BU GRRSP, the Pickle Line BU GRRSP and the Hamilton BU GRRSP
are each sponsored and administered by the respective union indicated above. USSCs only
obligation with respect to such GRRSPs is to make fixed contributions as set out in the
respective collective agreement.
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66. USSC sponsors and administers the Opportunity Plan GRRSP. The Opportunity Plan
GRRSP is operated in a similar fashion to the union-sponsored and administered GRRSPs.
USSC makes fixed contributions to the Opportunity Plan GRRSP as set out in the plan.
67. In the proposed Initial Order, USSC seeks to have the court require it, until further order
of the court, to continue making contributions to the GRRSPs in the ordinary course and
consistent with existing compensation policies and arrangements.
Supplemental (Unregistered) Pension Benefits
68. USSC provides supplemental unregistered pension benefits to certain former employees
pursuant to individual retirement benefit contracts (RBCs) and individual retiring allowances
(RAs). For these employees, the RBCs and RAs provide additional pension benefits over and
above the DB Registered Plans.
69. Historically, some RBCs were funded by a trust; however, in or around 2004, USSC
ceased to pre-fund RBC benefits. Please refer to Exhibit B hereto for more information on
these benefits.
70. In the proposed Initial Order, USSC seeks to be entitled but not required to continue to
make contributions to the RBCs and RAs in the ordinary course of business and consistent with
existing compensation policies and arrangements.
V. USS-USSC INTERCOMPANY GOODS AND SERVICES
71. As outlined below, the operations of USSC are highly integrated with its parent, USS, as
part of the effort to increase cost synergies. As a result, USSC relies on USS to service a
significant portion of its operations, a reliance that has increased in recent years. As discussed
later in this affidavit, USSC is seeking authorization in the proposed Initial Order to, among
other things, continue these intercompany arrangements in the ordinary course of business on
terms consistent with past practice, subject to oversight by the Monitor and such changes thereto
as the Monitor may require.
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Shared Services
72. USS provides a wide variety of corporate services to USSC both formally pursuant to a
Corporate Services Agreement between USS and USSC dated November 1, 2007 (the
Corporate Services Agreement), and through informal arrangements or practices that have
developed historically between them. A true copy of the Corporate Services Agreement is
attached hereto as Exhibit C. In addition to administrative services, many of USSCs key
operational processes are performed by USS.
73. In practice, USS provides the following general categories of service to USSC:
(a) Cash Management: treasury and risk management, administering sales,
receivable and collection processes, and administering purchasing, payable and
payment processes;
(b) Operational: product sale, mill loading, materials management and procurement
services;
(c) Employee Management: payroll, compensation and employee benefit functions,
administration services related to applicable pension and retirement plans and
related funds, personnel recruitment, and expatriate assignment services. Human
resources (including labour relations) and salary administration remain the
responsibility of USSC and are managed from the Hamilton Works site;
(d) Tax, IT and Financial Services: tax administration and planning, computer
system infrastructure, financial and accounting services, and audit services; and
(e) Corporate Strategic Planning and Other Services: corporate strategic planning
services, insurance, market research, property-related services, government
relations, legal support, engineering and environmental consulting services,
research and development, safety and security consulting services, and health
services.
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74. The above services are performed by USS employees on behalf of USSC from USSs
offices. Given the current degree of integration, it would be impractical and costly to repatriate
these services to USSC. USSC does not have the resources or capabilities to take on these
services without disruption to operations and significant expansion of its current payroll.
75. Under the Corporate Services Agreement, USSC agrees to pay fees in consideration for
these services. The amounts paid to USS reflect USS cost of providing the services and do not
exceed (and are likely less than) what it would cost USSC to perform these services itself. The
arrangement takes advantage of the economies of scale achieved by consolidating these services
within USS.
Cash Management and Treasury
76. USS and USSC share a central system for the management of liquidity and cash (the
Cash Management System). The Cash Management System includes data housed within
USS enterprise-wide financial and operational software solution known as Oracle, and a
number of bank accounts maintained in Canada and the US by USSC. These accounts, which
until recently were administered by USS, are now controlled by USSC. The proposed Initial
Order provides for the continuation of the current Cash Management System, subject to
oversight by the proposed Monitor.
77. Oracle tracks cash transactions, purchase orders, receivables, disbursements and
payables. Any transaction resulting in a receivable or payable is recorded within Oracle. When
an order is received, a purchase order (PO) is entered, either by a USSC or USS employee.
Similarly, invoices are entered and paid through Oracle.
78. In order for payments to be made out of Oracle, a number of steps must be completed,
including the matching of receiving documents and an invoice in respect of a PO issued by
USSC to a vendor. Once these steps are completed within Oracle, a payment to the vendor is
issued without further review by management of USSC. I have been advised by Mr. Alex
Morrison at Ernst & Young Inc., the proposed Monitor, that procedures have been developed
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such that the proposed Monitor will review disbursements prior to payment and track cash
receipts as they occur during the pendency of these CCAA proceedings.
79. The costs of the Oracle program are shared between USS and USSC pursuant to an ERP
Cost Sharing Agreement amended January 1, 2011, copies of which are attached hereto as
Exhibit D. USS assumes 89% of the annual cost, and USSC assumes 11%.
80. USSC maintains separate bank accounts from USS. USSC has accounts in Canada at
Scotiabank and accounts at Citibank (although these accounts are inactive) and an account at
Scotiabank in the United States. These accounts include both US and Canadian dollar accounts
as USSC receives and disburses funds in both currencies. There are approximately fourteen
accounts used for various purposes, although certain accounts are historical and no longer active.
Three of the fourteen accounts relate to pension trusts, and four others are investment accounts,
two of which are inactive.
81. I am a signing authority on all active disbursement accounts. I am aware of certain USSC
accounts in respect of which until recently USS employees, directors or officers had signing
authority; however, they are no longer signatories on these accounts. I am advised by Mr.
Morrison that the Monitor will monitor all cash transactions in and out of USSC bank accounts
during this CCAA proceeding.
Operations
82. USSC purchases significant quantities of raw material directly from USS under the
arrangement described below and relies on USS to manage its mill loading process and provide
procurement support.
(a) Raw Materials
83. USS oversees global material management and provides procurement support to USSC
for a large proportion of strategic commodities, such as coal, iron ore, ferro alloys and zinc.
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Administrative support to assist in the procurement of certain resources such as natural gas,
utilities, and freight services is provided by USSC.
84. USS is also a major direct supplier of USSCs raw materials. Specifically, USS sells to
USSC significant amounts of iron ore pellets, and on occasion, slabs and coils. Raw materials are
purchased on an as-needed basis pursuant to a Limited Risk Distributor Agreement dated
February 1, 2008 between USS and USSC (the Raw Materials Agreement). A true copy of
the Raw Materials Agreement is attached hereto as Exhibit E.
85. Pursuant to the Raw Materials Agreement, payment for raw materials procured or
provided by USS is to be made within 5 days of the payment date specified in each purchase
order. The Raw Materials Agreement also provides for a distributor fee of $0.25 per gross, net or
metric tonne that is charged to USSC.
86. A small amount of raw material was historically sourced from third party manufacturers
in Europe, procured by U.S. Steel Kosice, s.r.o. (USSK), an indirect, wholly-owned subsidiary
of USS, on behalf of USSC pursuant to a Limited Risk Distributor Agreement dated May 1, 2008
between USSK and USSC (the USSK Procurement Agreement), attached hereto as Exhibit
F. For several years, USSC has not received significant amounts of material from USSK.
87. USSC purchases iron ore pellets from USS and an indirect subsidiary of USS, Ontario
Tilden Company (Tilden). As a consequence of losses incurred when Stelco restructured,
Cliffs Natural Resources Inc. and Cliffs Sales Company (collectively, Cliffs Sales) were not
willing to transact directly with USSC for the supply of iron ore pellets. As a result, (i) Tilden
and USS entered into an exchange agreement with Cliffs Sales in respect of the exchange of iron
ore pellets, and (ii) USS entered into a sale agreement with Cliffs Sales in respect of the purchase
of iron ore pellets (collectively, the Cliffs Agreements). Consequently, USSC does not have a
direct commitment from Cliffs, but rather relies on USSs contractual arrangements to secure a
steady supply of this much needed raw material. Each of the Cliffs Agreements has a term
which commenced on January 1, 2008 and expires on December 31, 2014. The Cliffs
Agreements are subject to confidentiality provisions and I have therefore been unable to review
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them or attach copies of same. For administrative convenience, a practice has developed under
the Cliffs Agreements whereby purchase orders for pellets are issued by USSC but intended by
all parties to be covered by the Cliffs Agreements and invoices are issued by Cliffs directly to
USSC. At the moment there is a shipment of Cliffs pellets that has been delivered to Lake Erie
with an outstanding payment due to Cliffs of approximately $15 million for this shipment that
remains owed to Cliffs until paid. In order to avoid an interruption of service, and to ensure
continued supply of a critical raw material, USS has agreed to make this payment under the
Cliffs Agreements and transfer title to these pellets to USSC, provided that USSC acknowledges
that a corresponding secured obligation of USSC to USS also arises and such obligation is a
secured obligation of USSC under the existing USS Security. As more fully described in para
120 of this Affidavit, all obligations and liabilities of USSC to USS are Secured Obligations
(as defined in the Second Amendment and Joinder to Security Agreement dated November 12,
2013 discussed in further detail below). USSC has therefore provided a written
acknowledgement of this arrangement to USS as requested. It is anticipated that this resolution in
respect of this shipment, and thereafter the continuation of the past practice will enable USSC to
continue its supply of ore.
Mill Loading
88. Mill loading is the process of order allocation to various USS mills in Canada and the US
through a centrally-managed division of USS, known as the Enterprise Planning Group. Once the
mill loading process is complete, each mill is responsible for its own production decisions.
89. Mill loading and production allocation are key drivers of USSCs profitability and cash
flow. The current mill loading and production allocation process has been in place for several
years. The arrangement is informal, in that there is no formal agreement that governs the process.
90. Mills are loaded taking into account orders booked by the sales department and future
orders forecasts as well as mill production capabilities, including a mills capacity and technical
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capability, and proximity to the end customer. In addition to customer orders, the mill loading
process governs the allocation of semi-finished products between USS facilities.
91. The mill loading process for USSC is managed by USS through the Enterprise Planning
Group and is based on sales forecasts it receives from USS sales department. Certain USSC or
USS customers, chiefly automotive customers, may require that product be produced at a certain
mill. Such designated mills and products are specified by the customer and orders are allocated
accordingly, provided that enough capacity exists at the designated mill.
92. A further factor considered in the mill loading process is the fact that facilities often
require a minimum level of production in order for the facility to be cost-effective to operate.
Therefore, these facilities must be allocated enough orders so as to allow them to operate
efficiently.
93. In the proposed Initial Order, USSC seeks authorization to continue dealing with USS in
accordance with existing arrangements or past practice including with respect to mill loading,
subject to the oversight of the proposed Monitor. The Monitor will be authorized to make
changes or establish governing principles or procedures relating to intercompany transactions,
including mill loading, if it considers it necessary or appropriate.
Cross-Border Sales
94. USSC sometimes sells product to customers in the US. To facilitate these sales, a limited
risk distribution (LRD) division of USS was created to manage distribution of USSC product
sold into the US (LRD-South). An arrangement was developed to facilitate these sales
whereby USSC sells product to LRD South, and LRD South holds title until the product is
delivered to the customer. Approximately USD $363 million of product flowed from USSC
through LRD-South in 2011, USD $223 million in 2012 and USD $198 million in 2013.
95. The LRD-South arrangement is formalized in a Marketing, Distributorship and Supply
Agreement between USS and USSC dated December 1, 2008 (the LRD-South Agreement),
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which provides that USS shall act as a distributor of USSC product sold within the US. A true
copy of the LRD-South Agreement is attached hereto as Exhibit G.
96. Under the terms of the LRD-South Agreement, USS receives a 2% fee on the price of
product sold through LRD-South and absorbs the commercial and financial risks associated with
the marketing, distribution and resale of USSCs products in the US. Payment is typically
remitted by the US customer to USS, which then retains its fee and pays the balance to USSC on
a monthly basis. Under the terms of the LRD-South Agreement, USSC is required to reimburse
USS for all bad debts remaining unpaid by customers; however, in practice, such reimbursement
does not occur.
97. In certain circumstances, payment is remitted to USSC directly by the US customer. In
such instances, USSC is deemed under the LRD-South Agreement to hold such funds as trustee
on behalf of USS and is required to remit such funds to USS. The LRD-South Agreement does
not permit USSC to set off such funds against USSs obligations under this Agreement.
However, since USSC remains entitled to payment of such amounts (less the 2% commission
payable to USS) when the LRD-South sales are reconciled on a monthly basis, this trust
arrangement and prohibition against set-off is not utilized in practice for the purposes of any
reconciliation of intercompany accounts.
98. A similar arrangement governs sales by USS to customers in Canada through a limited
distribution division of USSC (LRD-North). Under a Marketing, Distributorship and Supply
Agreement dated March 1, 2009 (the LRD-North Agreement), attached hereto as Exhibit
H, USSC is entitled to a 2% distributor fee for product sold into Canada, or a 3% fee if the
product sold requires additional processing. In practice, it is administratively easier for USSC to
simply receive the 2% fee from the LRD-North arrangement based on the total amount of
product sold into Canada by USS through the LRD-North. Under the terms of the LRD-North
Agreement, USS is required to reimburse USSC for all bad debts remaining unpaid by
customers; however, in practice, such reimbursement does not occur. Sales through the LRD-
North amounted to $257 million in 2011, $178 million in 2012, and $323 million in 2013.
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99. USSC and USS are also parties to a USA Commercial Representation Agreement
effective May 1, 2008, which permits USS to act at USSCs commercial representative (or agent)
for marketing and distributing USSCs products in the US. A similar arrangement exists in
Canada, which permits USSC to act as USSs commercial representative in Canada pursuant to a
Commercial Representation Agreement effective (retroactively) as of January 1, 2008. These
agreements are not often used by USS or USSC in light of the LRD arrangements described
above.
Shared Trade Marks
100. Pursuant to the Trade-Mark License Agreement dated October 31, 2007 between USS
and USSC (the Trade-Mark License Agreement), attached hereto as Exhibit I, USS has
licensed to USSC the use of its trade marks U.S. STEEL (Application No. 1,368,473), U.S.
STEEL CANADA (Application No. 1,368,479), U.S. STEEL TUBULAR PRODUCTS
(Application No. 1,368,481) and USS design (Application No. 1,369,373) (collectively, the
USS Trade Marks). The Trademark License Agreement grants USSC the right to use the
USS Trade Marks within Canada in association with steel products.
Administration of Services related to Applicable Pension and Retirement Plans and Related
Funds
101. The United States Steel and Carnegie Pension Fund (UCF) administers pension,
retirement, medical care, and other benefit plans for employees, both current and retired, of USS.
For reasons of efficiency and economy of scale, USSC delegated aspects of administration and
investment of certain of its pension and retirement plans to UCF pursuant to a Board of Directors
resolution and a Retirement Plan Administration Services Agreement between UCF and USSC
dated August 5, 2008 (the Pension Administration Agreement), attached hereto as Exhibit
J.
102. In particular, UCF internal actuarial staff, consulting as needed with its external actuary
Buck Consultants (collectively, the Actuary), prepare actuarial valuations and cost estimates
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relating to these plans, as applicable. Pursuant to the Pension Administration Agreement,
expenses incurred by UCF in performing the applicable administrative and investment services
are paid by USSC. The only actuarial expenses incurred by USSC are those charged by Buck
Consultants. No additional fees are charged for actuarial services.
Accounting and Financial Services
103. To enhance efficiencies, most of USSCs bank reconciliations are performed by USSK
pursuant to a Business Services Agreement dated January 1, 2007, as amended (the Business
Services Agreement), attached as Exhibit K. USSK is also a provider of IT services to
USSC.
104. USSK maintains a cost centre of dedicated employees to supply these services. USSK is
reimbursed for its employee costs based on formulae enumerated in the Business Services
Agreement. USSC has historically paid a nominal amount to USSK under the Business Services
Agreement for bank reconciliations.
105. USSC conducts its own tax compliance and reporting functions, with some review from
USS particularly for income taxes. USSC provides financial information to USS for reporting on
USS's federal income tax return. USS assists USSC in tax planning. USS is responsible for
incorporating USSC's tax results in the USS consolidated financial statements.
106. The Corporate Finance group at USS reviews and assists with USSCs leasing and other
financial assurance activities. USS also assists USSC in the review of major contracts for
financial commitments and embedded lease terms and conditions.
Corporate Strategic Planning and Other Services
107. USS staff in Pittsburgh provide some corporate and strategic planning services to USSC.
These services include technical support through the environmental, engineering and research
and development groups at USS, inclusion of USSC in insurance policies arranged by USS and
various other administrative support services.
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VI. KEY SUPPLIERS
108. USSC has a number of third party suppliers of goods and services that are critical to the
ongoing operation of its business. An interruption of supply by any one of these suppliers could
materially adversely affect the business and cash flow of USSC. This includes suppliers of raw
materials, utilities, outside steel processors, warehousers, transporters and others.
109. USSC works with outside processors to further process its steel products prior to sale and
warehousers to store USSC product in close proximity to end customers. A high proportion of
the product held by processors and warehousers is intended for delivery to OEMs and used in
their supply chain. In many cases, product is delivered to OEMs on a just in time basis, which
means OEMs operate with lower inventory levels and rely on the timely delivery of product
when requested. I am advised by Tony Devito, Director of Processed Products at USS, that the
window for delivery of product to OEMs can sometimes be as short as a few hours. Moreover,
OEMs often identify certain processors as OEM-designated vendors in the processing or
finishing of certain parts. This further restricts the ability of USSC to rely on alternative
processors.
110. USSC is highly dependent on the continued ability to transport its products in a timely
and reliable manner. It currently utilizes services from various railway, trucking and carrier
companies. Similar to USSCs processors, these companies are in possession of USSC product
during transportation, and may hold a significant amount of USSC inventory at any given time.
111. The proposed Initial Order does not seek to designate critical suppliers; rather, the
proposed Initial Order contains typical language restraining all persons with oral or written
agreements with the Applicant or with a third party on behalf of the Applicant from
discontinuing, altering, interfering with or terminating the supply of goods or services required
by the Applicant. The Applicant, in consultation with the Monitor, will also have power to
determine if expenses are necessary to the continued operation of the business and the Applicant
will work with the Monitor and its critical suppliers to ensure the continued supply of goods and
services necessary to the continued operation of the business.
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VII. ASSETS AND LIABILITIES OF THE APPLICANT
112. Attached hereto as Exhibit L are copies of the internal, unaudited financial statements
of USSC as at August 31, 2014 (the USSC August 2014 Financials) and other financial
statements prepared during the year before this application. USSCs financial statements are
prepared on an accrual basis in accordance with Canadian Generally Accepted Accounting
Principles (GAAP).
113. According to the USSC August 2014 Financials, USSC owns assets of approximately
$1,976.9 million (book value) as at August 31, 2014. The most significant categories of assets
are as follows:
Cash and cash equivalents: $116.7 million
Inventory: $433.0 million
Accounts Receivable: $334.5 million, $190.6 million of
which are third party trade receivables,
and $143.9 million of which are USS
intercompany receivables
Fixed Assets: $931.8 million
Intangible Assets: $61.9 million
114. According to the USSC August 2014 Financials, USSC has liabilities of $3,865.9 million
(book value in each case) as at August 31, 2014.
115. USSCs liabilities as at August 31, 2014 are as follows:
(a) USS - Secured Loan Agreement $204.1 million principal
(consisting of two tranches) and
$5.3 million accrued interest
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(b) USS - Unsecured Loan Agreement $1,419.3 million principal and
$438.2 million accrued interest
(c) Province of Ontario Loan Agreement $150
1
million principal and $0.6
million accrued interest
(d) Trade Payables $364.7 million, of which $189.9
million are third party trade
payables and $174.8 million are
USS intercompany trade payables
(e) Pension Liabilities (on a financial
accounting basis)
$372.5 million
(f) OPEB Liabilities (on a financial
accounting basis)
$787.9 million
Each of these categories of liability is discussed in more detail below.
USS Secured Loan Agreement
116. USSC, as borrower, and U.S. Steel Holdings, Inc. (a subsidiary of USS formerly known
as United States Steel Credit Corporation), as lender, are parties to a Third Amended and
Restated Loan Agreement dated as of October 30, 2013 (the USS Secured Loan Agreement)
providing for a USD $600 million credit facility. As of August 31, 2014, USSC is indebted
pursuant to the USS Secured Loan Agreement in the principal amount of $204.1 million (USD
$188 million) plus accrued interest. A copy of the USS Secured Loan Agreement, together with
the prior credit agreements that it amended and restated, is attached as Exhibit M. The loan
was used for general corporate purposes to fund ongoing USSC losses.
117. Advances under the USS Secured Loan Agreement bear interest at the applicable Federal
Funds Rate (as provided in the agreement). Interest accrues semi-annually and is payable every
two years. The loan matures on May 11, 2025, subject to the acceleration rights of USS.

1
The current book value as at August 31, 2014 of the Province of Ontario Loan is $139.3 million which will accrete
to $150 million by December 31, 2015 at maturity.
40
Page 30
118. The obligations of USSC under the USS Secured Loan Agreement are secured pursuant
to a security agreement dated as of January 28, 2013 (as amended from time to time, the USS
Security). A copy of the USS Security, including the amendments thereto, is attached as
Exhibit N.
119. The terms of the USS Secured Loan Agreement and the USS Security state that the
principal amount of USD $116,969,996 ($127.0
2
million) and any accrued interest thereon (the
First Tranche) is secured by a security interest in the iron ore pellets sold from time to time
by Stelco Holding Co. and certain related collateral, which may not have a value sufficient to
fully secure the entire First Tranche amount. Any further principal amount owing for advances
made after October 30, 2013 under the USS Secured Loan Agreement and any accrued interest
thereon (the Second Tranche) are secured by a security interest in all of the property of
USSC.
120. As a consequence of the second amendment in respect of the USS Security made as of
November 12, 2013, the USS Security provides that it secures any obligations, duties,
indebtedness and liabilities of USSC (whether then existing or arising thereafter) owing to
United States Steel Corporation, United States Steel International, Inc. and Stelco Holding
Company (collectively, the USS Sellers). In practice, the indebtedness to the USS Sellers
typically relates to the sale of materials, goods and other products (including inventory and raw
materials) to USSC in the ordinary course pursuant to arrangements and agreements as between
such USS Seller and USSC, but also secures any other obligations of USSC to the USS Sellers
arising after November 13, 2013. The amount outstanding to the USS Sellers fluctuates on a
daily basis. As a result of this amendment, the USS Security also secures any other obligations of
USSC to U. S. Steel Holdings, Inc. beyond its obligations under the USS Secured Loan
Agreement, although I am not aware of any other material obligations that are outstanding to U.
S. Steel Holdings, Inc. This does not include amounts owing under the USS Unsecured Loan
Agreement (defined below), which is with a separate USS entity.
2
The USS Secured Loan Agreement is denominated in US dollars. This amount was converted from US dollars to
Canadian dollars using an exchange rate of 1.0858.
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USS Credit Support
121. In addition to intercompany indebtedness, USS has also provided credit support to the
Applicant in the form of guarantees, letters of credit (of which some are cash collateralized) and
other arrangements. A summary of this credit support is listed in Exhibit O.
USS Unsecured Loan Agreement
122. 1344973 Alberta ULC (as a predecessor to USSC), as borrower, and U.S. Steel Canada
Limited Partnership (USSC LP) (the direct parent of USSC), as lender, are parties to a loan
agreement dated as of October 29, 2007 (as amended, the USS Unsecured Loan Agreement
and together with the USS Secured Loan Agreement, the USS Loan Agreements) providing
for a $1.5 billion credit facility. As of August 31, 2014, USSC is indebted pursuant to the USS
Unsecured Loan Agreement in the principal amount of $1,419.3 million plus accrued interest of
$438.2 million. A copy of the USS Unsecured Loan Agreement, including the amending
agreements relating thereto, is attached as Exhibit P. The loan was used for general corporate
purposes, including funding with respect to the acquisition of Stelco.
123. Advances under the USS Unsecured Loan Agreement bear interest at the rate of 9.03%
per annum. Interest is paid every two years. USSC paid $112.9 million in interest in 2008, but
since that year USS has forgiven the interest payable by USSC on a voluntary basis when it has
become due for the overall benefit of USSC. Approximately, $162.5 million of interest becomes
due on the last business day in December 2014. USS has advised USSC that it will not continue
to forgive any further interest under this loan. The loan matures on October 31, 2037, subject to
the acceleration rights of USS.
Province of Ontario Loan
124. Pursuant to a loan agreement dated as of March 31, 2006 between the Province of
Ontario and Stelco (as a predecessor of USSC) (as amended, the Province of Ontario Loan
Agreement), the Province of Ontario made a loan to Stelco in the principal amount of $150
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million (the Province of Ontario Loan). A copy of the Province of Ontario Loan Agreement,
and the amendments relating thereto, is attached as Exhibit Q.
125. The Province of Ontario Loan was advanced to Stelco in connection with its 2006
restructuring proceedings. It bears interest at the rate of 1% per annum, payable semi-annually.
The loan matures on December 31, 2015, subject to the acceleration rights of the Province of
Ontario. USSC is entitled to a 75% repayment discount if, at December 31, 2015, the relevant
portion of the solvency deficits of USSCs Main Pension Plans have been fully funded. Given
the financial condition of the Applicant and current funding status of the Main Pension Plans,
there is no reasonable prospect that it will be entitled to this discount on the maturity of the loan.
Trade Creditors and Suppliers
126. As described earlier, the most significant trade supplies and services used by the USSC to
conduct its steel-making operations include: coal, iron ore, scrap metal, alloys, limestone,
electricity, natural gas, oxygen and freight. As at August 31, 2014, USSCs third party trade
payables total about $189.9 million (this does not include USS intercompany trade payables
which total $174.8 million).
127. Also as described earlier, USSC obtains a significant amount of its raw materials from
USS. In addition, USSC has certain other suppliers who supply product or services such as
scrap, industrial gases and slag handling services, among others, that are crucial to the operation
of USSCs business. Given the nature of USSCs business, the ongoing and uninterrupted
availability of these supplies and services is essential to the continued operation of the business.
128. USS is a counterparty to certain forward contracts relating to the supply of natural gas
based on the North American Energy Standard Board standard form (collectively, the Natural
Gas Contracts). USSC intends to continue to pay for services provided to USSC pursuant to
these Natural Gas Contracts in the ordinary course.
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Estimate of Pension Liabilities
129. The USSC August 2014 Financials reflect total pension liabilities calculated on a
financial accounting basis of $372.5 million
3
. However, for funding purposes, on a solvency
basis as at December 31, 2013, the estimated aggregate market value of the assets held in the
Main Pension Plans is approximately $2.9 billion and the Actuary has estimated the aggregate
liabilities of the four Main Pension Plans on a solvency basis to be approximately $3.7 billion,
thereby leaving a solvency deficiency of about $838.7 million. Copies of the actuarial reports as
at December 31, 2013 for the Main Pension Plans are attached as Exhibit R.
130. The Actuary has estimated that the guarantee by the Pension Benefits Guarantee Fund
under the PBA (the PBGF) would apply to in excess of $400 million of the December 31,
2013 solvency deficit if the Main Pension Plans were to be wound up effective December 31,
2013 (and absent the deferral of the wind-up funding obligation under the Stelco Regulation to
January 1, 2016).
131. The solvency deficiency exists despite USSC having made all contributions to the Main
Pension Plans required by it under the PBA, the Pension Agreement and the Stelco Regulation.
132. In connection with Stelcos 2006 restructuring, Stelco entered into the Pension
Agreement with the Province of Ontario and the Stelco Regulation was passed. Among other
things, they provide for level annual contributions to the Main Pension Plans through to the end
of 2015. For calendar years 2014 and 2015, the fixed annual funding level (payable in monthly
instalments) is $70 million, plus additional other amounts relating to benefits provided by the
Main Pension Plans not covered by the level funding regime. All required contributions to the
Main Pension Plans have been made when due and are up-to-date.
133. In connection with the 2007 acquisition of Stelco by USS, the Pension Agreement was
amended and USS provided a guarantee to the Superintendent of Financial Services (Ontario)
and the Province of Ontario of certain obligations of Stelco under the Pension Agreement (as a

3
The August 2014 Financials also reflect a pension asset of $16.3 million associated with the Legacy Pension Plans,
which are fully funded on both a financial accounting and solvency basis.
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predecessor of USSC). I understand the guarantee obligations consist of the level annual funding
obligations through to the end of 2015, funding obligations associated with any benefit
improvements made to the Main Pension Plans during the term of the Pension Agreement, and
any incremental wind-up liabilities beyond those that relate to the solvency liabilities in respect
of benefits that existed at the time of the Pension Agreement (the Relevant Payments) if the
Main Pension Plans are wound up before the end of the Pension Agreement. Copies of the
Pension Agreement, as amended, and the guarantee are attached hereto as Exhibit S.
134. I understand that, pursuant to the Stelco Regulation and provided all payments are made
as required, no deemed trust arises under the PBA in respect of the Relevant Payments if the
Main Pension Plans are wound up while the Pension Agreement and Stelco Regulation remain in
effect.
135. I also understand that USSC acts as both employer and administrator under the PBA
in respect of the DB Registered Plans. I understand that the roles of employer and
administrator impose different duties and responsibilities on USSC. I understand that if the
CCAA Order is granted, it is possible that USSCs duties and responsibilities could come into
conflict throughout the CCAA process. USSC will be monitoring and assessing these dual roles
with respect to its pension and retirement plans, and will address conflicts if and when they arise.
136. USSC anticipates requiring DIP financing, discussed in further detail at paragraphs 179
to 181 to this affidavit, in order to continue operating through the period of the stay. The
proposed Initial Order provides that USSC shall, during the CCAA until further order of the
court, continue making employer contributions to all DB Registered Plans and GRRSPs in
accordance with the terms of the plans, the collective agreements, the PBA, and the Stelco
Regulation, as applicable. USSC will require DIP financing to do so and USS has agreed to
provide the necessary financing for this to occur. It is anticipated that court approval of the
proposed DIP financing to be provided by USS will be sought at a subsequent motion (the DIP
Approval Motion), including approval of a first charge in favour of the DIP lender over
USSCs property and certain other priority charges, in priority to all other encumbrances,
including any deemed trust created by the PBA, but subject in priority to any other permitted
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priority encumbrances. In this respect, USSC intends to provide notice to members of its pension
and retirement saving plans of its dual role as well as the potential DIP financing, DIP Approval
Motion and the intention to seek approval of priority charges. USSC intends to seek approval of
a Notice Process at the initial hearing. A draft Notice Process Order is set out in the Application
Record at Tab 5.
137. The draft Notice Process Order provides that a notice in the form to be approved by the
court (the Notice Letter) and the Notice Process Order,
(a) shall be sent by USSC, with the assistance of the Monitor:
(i) within 2 days of obtaining the Notice Process Order to Mr. Rolf
Gerstenberger, President, USW, Local 1005; Mr. Bill Ferguson, President,
USW, Local 8782; and Mr. Robert Newstead, Unit Chair, U. S. Steel
Pickling Division, USW, Local 8782 (the Bargaining Unit
Representatives) on behalf of beneficiaries of the Hamilton BU Pension
Plan, LEW BU Pension Plan, LEW Pickling Facility Pension Plan who are
represented by USW and each of the Lake Erie BU GRRSP, the Pickle
Line BU GRRSP and the Hamilton BU GRRSP (collectively, the
Bargaining Unit Beneficiaries) as well as posted on the website
established by the Monitor. It is my understanding that the Bargaining
Unit Representatives represent the Bargaining Unit Beneficiaries, and
(ii) within 10 days of obtaining the Notice Process Order to beneficiaries of
the Plans other than the Bargaining Unit Beneficiaries and to the chair of
the pension advisory committee for the Hamilton Salaried Plan and the
LEW Salaried Plan; and
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(b) shall be sent by either USSC, with the assistance of the Monitor, or by the
Bargaining Unit Representatives, to the Bargaining Unit Beneficiaries within 10
days of obtaining the Notice Process Order.
138. I believe that the procedure set out in the Notice Process Order will ensure that the Notice
Letter is reasonably likely to come to the attention of the intended recipients in advance of the
next comeback hearing in respect of the Initial Order (the Comeback Motion) and the DIP
Approval Motion as USSC maintains up to date records in the normal course of its business. In
particular:
(a) in order to manage its pension and retirement benefit obligations, USSC uses a
recordkeeping platform (the Xerox Platform) maintained in Pittsburgh,
Pennsylvania. The Xerox Platform contains the personal information of each
active pension plan member, each former pension plan member who continues to
be entitled to benefits under a pension plan, each retiree, each surviving spouse,
each ex-spouse who is entitled to benefits under a pension plan and each
beneficiary who is entitled to a payment from a pension plan. USSC
communicates regularly with plan members.
(b) USSC does not administer the three union-sponsored GRRSPs. However, it
maintains a current record of the employees participating in these GRRSP plans in
order to ensure that contributions are remitted appropriately. USSC is able to
reference address and contact information of these employees within their internal
employee records.
(c) USSC employees routinely update their contact information in order to keep their
contact information up-to-date. Personal information may be modified over the
phone through USSCs Benefits Service Centre Human Resources department, or
via the internet.
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139. A notice in the form approved by the Court will also be published in The Globe and Mail
(National Edition), Hamilton Spectator and Simcoe Reformer within 10 days of the Notice
Process Order. Notices in these publications will further help to bring these issues and the other
CCAA notices required by the Initial Order to the attention of the retirees, their spouses, and
other beneficiaries in receipt of periodic payments. USSCs pension administration records show
that 75% of retirees and their spouses reside in Southwestern Ontario, and 95% of the retirees
and their spouses reside in Ontario.
Other Post-Employment Benefit Plans
140. USSC provides OPEBs to former employees and their dependants, including drug and
medical benefits. In particular, USSC provides OPEBs to:
(a) certain former Lake Erie Works salaried and union employees and their spouses
and other beneficiaries;
(b) certain former Hamilton Works salaried and union employees and their spouses
and other beneficiaries;
(c) beneficiaries of the Legacy Pension Plans; and
(d) beneficiaries of wound-up pension plans formerly sponsored by Stelco
subsidiaries Welland Pipe Ltd. and CHT Steel Company Inc.
141. The USSC August 2014 Financials reflect total present value future OPEB contingent
liabilities to be $787.9 million. As at December 31, 2013, the Actuary had estimated the
aggregate liabilities of USSC to provide these benefits for current and estimated future retirees at
about $790.2 million. As is customary for such plans, no corresponding assets are maintained to
pre-fund the benefit obligations. Drug and medical benefits on behalf of retired employees are
paid as claims made under a plan administered by Green Shield Canada. The OPEBs are not
pre-funded, with the exception of retiree life insurance, which is insured through Great-West
Life Assurance Company.
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Other Secured Creditors
142. Attached as Exhibit T is a summary of registrations made against USSC pursuant to
the Personal Property Security Act (Ontario) as at September 9, 2014. There are no charges or
construction liens registered on title against the real property owned by USSC as at September
10, 2014. Other than the creditors described above, there are no other creditors of USSC to
whom USSC has granted security over any significant portion of its assets.
VIII. INSOLVENCY OF THE APPLICANT
143. With assistance from USSCs financial advisor, Rothschild Inc. (Rothschild), I have
considered the financial position of the Applicant and have concluded that the Applicant is
insolvent on the basis that the aggregate of its property at a fair valuation is not sufficient, or if
disposed of at a fairly conducted sale under legal process would not be sufficient, to enable
payment of all of its obligations due and accruing due. In short, USSC cannot satisfy its total
outstanding obligations.
144. In addition, USSC is currently projected to require $285 million by or before the end of
this year and over $671 million between now and the end of 2015 (or earlier) in order to satisfy
all of its commitments, inclusive of interest that would become due pursuant to the USS Loan
Agreements over the next 16 months. Based on the current cash position, USSC would require
additional funding of $188 million by or before the end of 2014 and $574 million by or before
the end of 2015 to meet these obligations (assuming that USSCs target minimum operating cash
of $20 million is preserved). As described earlier, USS will not make any further advances to
USSC under the USS Loan Agreements, and in any event, given the financial position of the
Applicant, USSC would require even further financing beyond the limits thereof and there is no
reasonable prospect that such additional funding could be obtained. Absent such financing,
USSC would be unable to pay its obligations as they generally become due beyond the near
term.
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A. Aggregate of Property is Insufficient to Enable Payment of All Obligations
145. Based on the analysis described below, the realizable value of the Applicants assets is
not sufficient to enable it to pay all of its obligations in full.
146. The USSC August 2014 Financials indicate that the book value of the Applicants assets
is less than the book value of its liabilities by a shortfall of about $1.9 billion. In addition, I
considered, with the assistance of Rothschild, whether the values of certain assets and liabilities
contained on USSCs balance sheet should be adjusted, given available information, for the
purpose of determining whether the fair or realizable value of USSCs assets could satisfy all of
its obligations, due and accruing due.
147. When considering USSCs pension assets and liabilities, adjustments are appropriate to
certain liabilities that, under GAAP, are not reflected on USSCs balance sheet but nevertheless
represent obligations of USSC. These are described in more detail below.
148. The USSC August 2014 Financials reflect the book value of the pension liabilities of
$372.5 million. However, as discussed earlier, the Actuary has most recently estimated as of
December 31, 2013 that the aggregate deficits in USSCs Main Pension Plans on a solvency
funding basis are $838.7 million.
149. After adjusting the book values of the pension liabilities to reflect their estimated
actuarial value as noted above, USSCs total liabilities would be approximately $4.3 billion as
compared to the total book value of assets of approximately $2.0 billion.
150. In order for the realizable value of the Applicants assets to satisfy its liabilities, the
realizable value of the Applicants assets would need to equal or exceed $4.3 billion, an increase
of 115% above the current book value. This would represent approximately 41 times its
estimated 2015 EBITDA. I considered, with the assistance of Rothschild, whether the realizable
value of USSCs assets could reasonably be expected to equal or exceed $4.3 billion and I am
satisfied that any adjustment to the book value of the assets would be vastly insufficient to satisfy
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this gap such that I am satisfied that the fair market value of the Applicants assets is insufficient
to pay its liabilities.
151. In addition, the balance sheet of USSC does not reflect certain liabilities that may exist
and be realized in the context of a sale under a legal process. The Hamilton Works facility of
USSC has been in operation for approximately 100 years. The Lake Erie Works facility is much
newer. While USSC has been a good environmental steward during its relatively brief period of
ownership and has made a number of significant investments and improvements, it is understood
that there have been a number of spills at Hamilton Works over the past century, as well as
discharges to the environment during that time in the normal course of operations. The nature
and extent of these legacy environmental impacts are not fully known; however, USSC is not
aware of any ongoing offsite contaminant discharges at Hamilton Works. Notwithstanding,
based on past Ontario Ministry of the Environment (MOE) practice, it can reasonably be
anticipated that the MOE will seek assurance as to environmental conditions at Hamilton Works
in connection with any CCAA proceedings which could identify additional liabilities absent the
development of a successful restructuring plan (including support from the necessary
stakeholders).
152. Without a restructuring of USSCs cost structure and liabilities, it is uncertain if a going
concern sale of all of USSCs capital assets is reasonably possible. Even if a going concern sale
were to occur, the realization value would almost certainly be far less than the outstanding
liabilities. I understand from Rothschild that steel companies have in general traded around 8
times EBITDA during the past 10 years, while the current liabilities of the Applicant represent
approximately 41 times its estimated 2015 EBITDA.
4
A sale under legal process would likely
result in an even greater disparity of asset values to liabilities as a result of the issues described in
paragraph 151 and other potential liabilities not reflected on the accrual financial statements
associated with increased unsecured severance and termination claims, and substantial costs that
would be incurred with respect to realizing the propertys value.

4
I am advised by Rothschild that the estimated EBITDA for USSC in 2013 and 2014 is negative and therefore could
not be used for valuation purposes.
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B. Payment of Obligations as They Generally Become Due
153. USSC has historically been fully dependent on financing provided by USS to fund its
operations. As noted earlier, USSC has lost money for five straight years and is forecast to lose
money again in 2014.
154. As at August 31, 2014, USSC had approximately $116.7 million of cash and cash
equivalents available to it. However, in terms of USSCs projected liquidity needs, the following
matters are noteworthy:
(a) USS has informed USSC that it will not make further advances to USSC under
the USS Loan Agreements;
(b) USSCs cash needs are, to a significant extent, seasonal. Because the inland
waterways are closed for the winter freeze, shipments of important raw
materials, including coal and iron ore, cannot occur. Therefore, USSC builds a
very significant raw material inventory during the fall with correspondingly
reduced volumes of raw materials purchased through the winter. As a
consequence, USSC has significant cash needs in the fall and builds cash in the
winter and early spring;
(c) USSCs positive cash position currently reflects this seasonality. However, USSC
is projected to exhaust its existing cash and will need about $25.5 million of
additional cash by December, 2014 (assuming that USSCs target minimum
operating cash of $20 million is preserved);
(d) at the end of 2014, approximately $162.5 million of interest becomes due and
payable pursuant to the USS Unsecured Loan Agreement, which interest is not
reflected in the estimated cash needs above. Although historically USS has
waived the payment USSCs interest obligations to it under the USS Unsecured
Loan Agreement, USS is under no obligation to do so and USS has informed
USSC that it will no longer waive USSCs interest obligations going forward;
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(e) for 2015, USSC projects that it will need an additional $58.8 million to fund its
operations through to the end of 2015. This does not include the interest that will
become due and payable in 2015 under the USS Unsecured Loan Agreement
(estimated to be about $165 million) or under the USS Secured Loan Agreement
(estimated to be about $12.1 million over this period);
(f) on December 31, 2015, the $150 million Province of Ontario Loan will mature;
(g) in 2016, more adverse cash impacts are anticipated as a result of the expiry of the
pension funding arrangements for the Main Pension Plans governed by the
Pension Agreement and Stelco Regulations, which matures on December 31,
2015. When these arrangements expire, USSC becomes subject to the regular
pension funding regime under the PBA. Based on projections by the Actuary,
USSCs cash funding obligations under the Main Pension Plans is estimated to
increase from $70 million in 2014 and 2015 to $117 million for 2016, $105
million for 2017 and $80 million for 2018;
(h) based on my personal experience and on advice from Rothschild, as financial
advisor to USSC, I believe there is no reasonable prospect of obtaining additional
credit from a third party lender. Any such credit would, at a minimum, be
subordinate to the existing secured position of USS. USS has informed USSC that
it will not provide its consent to USSC to borrow money from another lender in
priority to it and negative covenants in the USS Loan Agreements preclude USSC
from pledging assets to support further borrowings without USS consent, which
USS has said it is not prepared to give;
(i) cash OPEB funding is anticipated to continue to be approximately USD $43
million per year;
(j) trade credit has been contracting and is continuing to contract. Supplier and
creditor concerns about USSCs financial condition are continuing to escalate
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resulting in a number of suppliers reducing or eliminating credit terms,
withholding shipments and services and/or demanding deposits;
(k) an operation like USSC must always maintain a minimum level of liquidity to
fund ongoing capital maintenance and repairs and unforeseen variances in
cashflow resulting from market changes.
155. For these reasons, USSC is unable to continue beyond the near term to operate and meet
its obligations without access to financing from USS under the USS Loan Agreements, and
would be unable to operate and meet its obligations beyond some point in 2015 without further
significant financing from USS or another source, which I have no reason to believe would be
available based on discussions with Rothschild and with Doug Matthews. However, USS has
offered a DIP facility to USSC in the amount of $185 million (the DIP Facility) as described
below.
156. Even if USSC could borrow further amounts under the USS Loan Agreements, even up
to the maximum facility sizes, USSC would still be unable to fund operations and service its
interest expense beyond the end of 2015 or pay liabilities which come due at that time as
described earlier. Further, even if such draws were made available, I believe it would be
prejudicial to stakeholders to incur up to a further $400 million of secured debt under the USS
Secured Loan Agreement, a material portion of which would be incurred to pay unsecured
interest to USS, outside a court-supervised proceeding and absent a consensual restructuring.
IX. FINANCIAL SITUATION AND STRATEGIC REVIEW
157. Since its acquisition by USS in 2007, the only year in which USSC has generated positive
IFO, EBITDA or FCF is 2008. The financial crisis in 2008 had a significant and lasting impact
on USSC and the steel industry generally. In each year since the 2008 financial crisis, USSC has
suffered a loss as calculated by each of the IFO, EBITDA and FCF measures. Steel market
conditions have remained very challenging and have not recovered to pre-recession levels. This
has been true globally, in North America, and specifically in Canada, where a combination of
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reduced manufacturing and a high percentage of imports into the market have made for
continued difficult conditions for USSC.
158. For the period from 2008 to 2013 inclusive (which includes the one year of positive
financial results in 2008), the cumulative IFO has been negative $2.4 billion, the cumulative
EBITDA has been negative $1.5 billion and the cumulative free cash flow has been negative
$1.8 billion.
159. In mid-2013, in response to continued challenges in global steel markets, USS
commenced a comprehensive evaluation of its operations globally with a view to developing and
implementing changes to improve production efficiencies and profitability (Project
Carnegie). As part of that initiative, the Canadian operations conducted through the USSC
Group were identified as being financially challenged and in need of a turnaround or potentially
a significant restructuring.
160. I am advised by Mr. Doug Matthews of USS that USSs view of the Canadian operation
is informed by the following considerations, among others:
(a) as noted above, USSC has suffered very material negative IFO, EBITDA and FCF
for the past five years;
(b) the negative performance of the USSC Group has represented 50% to 60% of
USSs consolidated economic losses since 2008, and yet the USSC Group has
only represented about 10% of USSs consolidated revenue;
(c) these ongoing losses have had to be funded by USS through a combination of debt
and equity injections totalling approximately $3.9 billion dollars;
(d) since 2007, USS has also forgiven $430.4 million of accrued interest in respect of
the USS Unsecured Loan Agreement;
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(e) USSCs prospects are not forecast to improve materially in the near term and, as
discussed earlier, USSC is projected to have significant ongoing funding needs,
including significant cash funding needed in the medium term to meet pension
and OPEB funding requirements and to repay the Province of Ontario Loan;
(f) the ongoing collective bargaining negotiations in respect of Hamilton Works; and
(g) the obligations of USSC and USS pursuant to the confidential settlement
agreement dated December 8, 2011 (the Industry Canada Undertakings) with
Her Majesty the Queen in Right of Canada, as represented by the Minister of
Industry (Industry Canada). The confidentiality of the settlement agreement
is protected under the terms of the agreement and section 36 of the Investment
Canada Act (Canada) and section 24 of the Access to Information Act (Canada). I
am therefore unable to attach a copy of the agreement but am permitted to
disclose the general nature of the undertakings including that USSC meet certain
production requirements, capital investment targets and operating criteria during
the relevant time periods.
161. To restructure the business of the USSC Group, the following activities and initiatives
were identified:
(a) develop a five-year business plan, based on the status quo operating and financial
scenarios;
(b) identify opportunities to save costs and increase profitability as part of Project
Carnegie or otherwise, including examining areas such as raw material costs,
costs of conversion, fixed costs and ways to increase revenue;
(c) address near-term operating issues, including the expiry of the Hamilton Works
collective agreement in October 2014;
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(d) address longer term financial issues including (i) the maturity of the Province of
Ontario Loan in December 2015, and (ii) the expiry of the Pension Agreement
and Stelco Regulation on December 31, 2015; and
(e) consider the sale of surplus or idled assets not required for the ongoing operations
of the USSC Group or the sale of some divisions or all of USSC on a going
concern basis.
162. To facilitate the exploration of a turnaround or more formal restructuring alternatives, the
USS entity that is the shareholder of USSC reconstituted the board of directors of USSC in late
January 2014 and appointed two independent directors with significant restructuring and/or steel
industry experience. The new board consists of those two independent directors (constituting a
majority of the board) and myself. Shortly after the new board was constituted, USSC engaged
Rothschild as its financial advisor and McCarthy Ttrault LLP as its restructuring counsel. USS
has its own financial advisors and legal counsel.
163. Since that time, USSCs board and USSCs advisers have worked to gain an
understanding of USSCs business, operations, assets and obligations and to consider its ongoing
viability and future prospects.
164. USSC, with the assistance of Rothschild, developed a business plan through to 2018 as a
basis to then perform sensitivity analysis and consider the viability of the status quo.
165. With a view to taking steps within its own control to improve its financial performance,
among other things, USSC initiated cost-saving measures, including the reduction of non-
operating support staff and contractor services, and other operational costs saving measures
relating to decreasing the consumption of natural gas purchased from third parties and other
consumable materials.
166. With advice from and the assistance of USS, other measures have been implemented
pursuant to Project Carnegie that are projected to reduce costs for USSC by USD $45 million per
year (full annual impact is forecast to be achieved in 2017).
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167. Unfortunately, these measures will be insufficient to overcome the magnitude of USSCs
projected future cash needs and overwhelming debt obligations and pension and OPEB
liabilities. In this regard, USSC and its advisers have had extensive discussions over many
months with USS and its advisers about restructuring alternatives.
168. During the last ten (10) months, I am advised by Mr. Doug Matthews of USS that USS
has engaged in a series of discussions with certain key stakeholders regarding USSCs situation
and to discuss potential restructuring alternatives. I attended some of those meetings personally.
Those discussions have not resulted in a restructuring alternative acceptable to key stakeholders.
169. More recently, USS and USSC have sought to engage the USW and its local bargaining
units in respect of USSCs operations (locals 1005, 8782 and 8782(B), collectively, the
Locals) in restructuring discussions. Initially, the Locals would not enter into a non-disclosure
agreement to permit these discussions to occur on a confidential basis. USSC nevertheless shared
a proposal for a consensual restructuring at various times with representatives of the Locals.
These attempts to negotiate a consensual restructuring outside a formal court proceeding were
unsuccessful.
170. Unfortunately, media reports have occurred of late resulting in increased supplier
awareness of issues relating to USSCs circumstances which has increased their concern about
USSCs future. In the past few weeks, USSC faced the prospect of immediate cessation of the
supply of raw materials, and the possibility of a shutdown of operations, as a consequence of
demands from certain critical suppliers for immediate payment of outstanding amounts and/or
significantly shortened payment terms. This continuing situation poses a material threat to the
business and cash flow of USSC. I believe that the proposed Initial Order is necessary to enable
company to work with its key suppliers to develop mutually acceptable payment terms without
the prospect of a cessation of operations and the attendant consequences for USSCs customers.
171. I am informed by Doug Matthews of USS that, in light of the lack of success in the
restructuring discussions to date and given the increasing operating risks, USS is not prepared to
continue to support USSC and pursue further restructuring discussions on an informal basis.
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172. Given all of these circumstances, CCAA proceedings at this time are in the best interests
of USSC and its stakeholders and are appropriate and necessary for the following reasons:
(a) USSC is insolvent and is not viable without a restructuring of its operations and
obligations;
(b) USSC has been unable to reach agreement with key stakeholders upon a
restructuring in discussions outside of a court-supervised environment;
(c) it is anticipated that supplier concerns arising from any publicity of restructuring
discussions would cause harm to the business. Court supervision and the benefit
of CCAA relief would help stabilize the operations so that suppliers can have
greater confidence in the ongoing operation of the facilities;
(d) a court-supervised process, with the involvement of a court-appointed monitor,
may help to facilitate more substantive engagement and dialogue between USSC
and its stakeholders that will be necessary if restructuring solutions are to be
explored. This seems particularly true given the experience to date in attempting
to have discussions outside of formal proceedings and taking into account the
diversity of financial and non-financial interests of the different stakeholder
groups;
(e) court-supervision will provide greater assurance for the benefit of all parties
(including USSC and USS) that USSCs ongoing day-to-day dealings with USS,
which are extensive given their degree of integration, will continue to be
conducted on reasonable and appropriate terms and subject to oversight by the
proposed Monitor;
(f) a court-supervised process is necessary to conduct sales of USSCs surplus or
other assets or any potential sales process involving the going concern business.
Given USSCs financial condition, sales of assets are impractical without the
benefit of court approval and a vesting order;
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(g) USSC cannot continue to meet its obligations and carry on business without
ongoing financial support from USS, which USS has advised is available but only
under a court-supervised process. Further, borrowing very significant amounts of
incremental secured debt in the face of continued losses and without a formal
process directed at resolving USSCs financial difficulties would in my view not
be in the best interests of USSCs stakeholders generally; and
(h) a stay of proceedings is necessary to preserve the status quo and protect the assets
and operations of USSC while a restructuring is underway.
X. KEY STAKEHOLDERS AND INTERESTS
173. The major stakeholders anticipated to be affected by or involved in the Applicants
restructuring process, and some of their anticipated areas of interest and concern are:
(a) active bargaining unit employees and retirees (USW) their interests include
employment and compensation, pensions, benefits and OPEBs;
(b) active salaried employees and salaried retirees their interests also include
employment and compensation, pensions and benefits and OPEBs;
(c) the Government of Ontario it is the holder of the Province of Ontario Loan and
also has interests relating to the contingent liability of the PBGF if any of USSCs
DB Registered Pension Plans, particularly the Main Pension Plans, are wound up,
jobs for the Ontario economy (which goes beyond direct employment by USSC),
tax revenues from USSCs employees, retirees and suppliers, a viable steel
industry within the Ontario economy, and environmental requirements which
might arise upon a shutdown of operations;
(d) the Government of Canada it is a party to the Industry Canada Undertakings and
has interests generally relating to jobs for the Canadian economy (which goes
beyond direct employment by USSC), significant tax revenues from USSCs
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employees, retirees and suppliers; and a viable steel industry within the Canadian
economy;
(e) municipal governments they have an interest in municipal tax revenues, USSCs
contribution to the economies of Hamilton and Haldimand County, and the social
cost of support required for former employees and retirees;
(f) trade creditors they have an interest in USSC remaining as an ongoing customer
and recovery of value for the amounts owed to them; and
(g) USS has interests as an existing secured creditor, a potential source of
continued DIP financing, an unsecured creditor, a supplier, a customer and the
shareholder of USSC.
174. A successful restructuring will require the participation of all major stakeholder groups.
However, the participation of each stakeholder group must be based upon its respective
circumstances.
175. Each stakeholder group will want to be satisfied that other major stakeholders are also
participating in a fair and equitable manner based on their capability and unique circumstances.
No one stakeholder or stakeholder group can be expected to bear the full or disproportionate
burden of any sacrifices that may be required.
176. Given the complexity of these issues, USSCs problems cannot be addressed without the
umbrella of a stay of proceedings that a court-supervised CCAA process can provide.
XI. THE APPLICANTS CASH FLOW
177. The Applicant, with the help of Rothschild and Ernst & Young Inc., has conducted a cash
flow analysis to determine the amounts required to finance the Applicants operations for the
next 13 weeks assuming the relief sought is granted.
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178. Based on the cash flow projections, the Applicant will have enough liquidity to meet its
cash flow needs until at least October 6, 2014 (the proposed date of the Comeback Motion and
DIP Approval Motion) and thereafter, if the DIP Financing (defined below) is approved, through
to the end of the 13-week forecast period.
XII. FINANCING DURING CCAA PROCEEDINGS
179. USS has agreed to provide USSC with the financing that USSC estimates it will need
during these proceedings through a new credit facility (the DIP Financing), subject to court
approval on notice to relevant parties. Accordingly, USSC has made arrangements, subject to
the approval of the court and the satisfaction of certain other conditions, to obtain financing from
USS under the DIP Financing up to a maximum of $185 million pursuant to a commitment letter
dated as of September 16, 2014.
180. USSC is not seeking approval of the DIP Financing at this time, but intends to apply to
court at a future date, after appropriate notice to stakeholders given in accordance with the
directions of the court.
181. The DIP Financing, if approved, is intended to provide sufficient financing based on
current estimates to fund USSC operations through 2015, including funding during such term to
continue to pay OPEBs, to make all required pension and retirement plan contributions and to
operate in compliance with the Industry Canada Undertakings.
XIII. RELIEF SOUGHT
182. The Applicant seeks an initial order under the CCAA in the form of the model order
adopted for proceedings commenced in Toronto, subject to certain changes all as reflected in the
proposed form of order contained in the Application Record. The reasons for the material
proposed changes are described below.
183. As described above, USS is a publically traded company. The approach to the
application for CCAA relief, including the notice and timing of the filing, has to take into
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account public market considerations. In this regard, a request for a hearing after public markets
have closed and disclosure of the hearing after the markets have closed were considered to be
appropriate steps in the circumstances.
184. I am advised by Doug Matthews of USS that it supports the Applicants request for relief
pursuant to the CCAA and that USS agrees that a court-supervised CCAA proceeding is an
appropriate forum to conduct any further exploration of restructuring alternatives. USS also
agrees that a CCAA proceeding is an appropriate forum in which to address USSCs future
operations and deal with its assets and determine the claims of various stakeholders.
A. The Monitor
185. In accordance with the requirements of the CCAA, subject to the courts approval, the
Applicant has engaged the assistance of Ernst & Young Inc. to act as the monitor if the court
grants the relief sought herein.
186. I am informed by Mr. Alex Morrison, Senior Vice President, that Ernst & Young Inc.
consents to act as Monitor if so appointed.
187. In addition to the typical powers granted to the Monitor, the proposed Initial Order
provides that the Monitor is, among other things, directed and empowered to monitor and, to the
extent necessary or desirable, to develop principles, policies and procedures to govern
intercompany transactions with USS (in consultation with the Applicant).
B. Rothschild Engagement
188. The engagement of Rothschild is governed by an engagement letter dated January 22,
2014, as amended on July 17, 2014 (the Rothschild Engagement Letter). A copy of the
Rothschild Engagement Letter is attached as Exhibit U. The original engagement was
directed at an effort to achieve a consensual restructuring in respect of USSC and its Lake Erie
Works and Hamilton Works operations. In light of events, the scope of Rothschilds engagement
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needed to be amended to contemplate the services USSC will require for the purposes of these
proceedings.
189. Rothschild has assisted USSC in its restructuring efforts to date and has gained an
understanding of USSCs business. Their continued involvement is important for a successful
restructuring solution. I have reviewed the Rothschild Engagement Letter and believe the
quantum and nature of the remuneration provided for pursuant to the agreement is fair and
reasonable. The proposed form of order contemplates approval of the engagement of Rothschild
as set out in the Rothschild Engagement Letter, and a charge on the assets of the Applicant as
security for the fees of Rothschild and others (as described in more detail below in relation to the
Administration Charge).
C. Payments During the CCAA Proceedings
190. As described above at paragraphs 63 and 67, respectively, USSC is seeking a direction
from the court requiring it, until further order, to continue to make all employer contributions to
the DB Registered Plans and GRRSPs, as well as authorization to permit, but not require it, to
make certain payments relating to specific benefits, compensation (for employees and
independent contractors), and refunds on account of warranties. USSC also seeks certain
changes to the payment of the reasonable expenses provisions in the Model Order as described in
paragraph 111 above. Such payments will be made in consultation with the Monitor if viewed as
necessary for the continued operation of the business.
D. Chief Restructuring Officer Engagement
191. Pursuant to the engagement letter dated September 16, 2014 (the CRO Engagement
Letter), USSC has engaged BlueTree Advisors II Inc. to provide the services of William E.
Aziz (Aziz) to act as Chief Restructuring Officer (CRO). A copy of the CRO Engagement
Letter is attached hereto as Exhibit V. The proposed Initial Order provides for the approval of
the CRO Engagement Letter and the appointment of Aziz as CRO pursuant thereto. The CRO
Engagement Letter sets out the fees and disbursements payable to CRO for his services,
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including a fee payable to the CRO if the conditions set out in the CRO Engagement Letter are
met (the CRO Success Fee), which I believe are fair and reasonable for the following reasons:
(a) the proposed CRO is very experienced in restructuring proceedings of this nature;
(b) the experience and expertise of the CRO will be beneficial to USSC and its
stakeholders in respect of maximizing value during these proceedings; and
(c) USSC and the Monitor have reviewed the proposed fees and disbursements set
out in the CRO Engagement Letter and believe them to be fair and reasonable
under the circumstances.
E. Charges
192. The Applicant seeks the following charges in the proposed Initial Order: an
Administration Charge and a Directors Charge (each as defined below, together, the
Charges). The Applicant proposes that each of the Charges rank ahead in priority to the
existing security interest of USS, but initially behind all other security interests, trusts, liens,
charges and encumbrances, claims of secured creditors, statutory or otherwise, including any
deemed trust created under the PBA (collectively, "Encumbrances") in favour of anyone who is
not served with notice of the Applicants CCAA application. It is USSCs intention to then seek
priority for the Charges ahead of all such Encumbrances at a motion to be scheduled with the
court, on appropriate notice to parties likely to be affected by such priority.
Administration Charge
193. It is proposed that the Monitor, its counsel, the Applicants counsel, counsel for the
Applicants Board of Directors, the CRO and Rothschild be granted a court-ordered charge on
the assets of the Applicant as security for their fees and disbursements relating to services
rendered in respect of the Applicant (collectively, the Administration Charge). The
Administration Charge is made up of two components: (i) a charge not to exceed an aggregate of
$6.5 million as security for the fees and disbursements of those entitled to the benefit of the
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Administration Charge; and (ii) a charge not to exceed an aggregate of USD $5.5 million plus $1
million in respect of Rothschilds Restructuring Completion Fee (as defined in the Rothschild
Engagement Letter) and the CRO Success Fee (as defined in the CRO Engagement Letter). The
first component of the Administration Charge would have a first priority over all other charges.
The second component of the charge (for Rothschilds Restructuring Completion Fee and CRO
Success Fee) would rank behind the first component of the Administration Charge and the
Directors Charge (defined below). The Administration Charge would be in addition to the
retainers of $100,000, $60,000 and $100,000 held by the Monitor, counsel to the Monitor, and
counsel to the Applicant, respectively.
194. It is anticipated that this restructuring process will require the robust involvement of a
number of professional advisors. There is no unwarranted duplication of roles. The amount of the
proposed Administration Charge is commensurate with the complexity of USSCs business and
the tasks required to effect a successful restructuring.
Directors and Officers Indemnification and Charge
195. The proposed initial order contemplates a stay of proceedings against directors and
officers (and deemed and de facto directors and officers) of the Applicant and individuals that
have been requested by the Applicant to act as a director or officer of another member of the
USSC Group (defined, collectively, in the proposed Initial Order as the Directors) with
respect to pre-filing claims relating to obligations of the Applicant. The proposed Initial Order
also contemplates the indemnification of the Directors and the creation of a charge on the assets
of the Applicant (the Directors' Charge), to the maximum amount of $39 million, to protect
such individuals from all obligations and liabilities that they may incur as Directors of the
Applicant or, in the case of Directors of another member of the USSC Group, against obligations
and liabilities that they may incur as Directors that are occasioned by or result from a USSC
Insolvency Event (as defined in the Initial Order).
196. The broader definition of the Directors is used in the proposed Initial Order is meant to
make clear that deemed and de facto directors of the Applicant and individuals who have been
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appointed to the board of another USSC Group entity at the request of the Applicant, including
the joint venture entities, receive protection pursuant to the Initial Order.
197. Ernst & Young Inc. has reviewed various financial information with respect to the
Applicant and estimates that the potential statutory liabilities to which directors of entities within
the USSC Group are exposed for debts to employees for services performed, source deductions,
goods and services tax and provincial sales taxes totals about $39 million.
198. This estimate does not include any other potential sources of liability as a result of
legislation in relation to USSC or its assets and operations, including health and safety,
environmental, customs and other matters.
199. USS has insurance coverage in place for the directors and officers of entities within the
USS, which would include the USSC Group. The D&O primary and excess insurance coverage
is in the amount of USD $225 million, the employment practices liability insurance coverage is
in the amount of USD $40 million and the employee benefit plan fiduciary liability insurance is
in the amount of USD $125 million. Each policy has a term that runs until March 1, 2015.
However, the policies contain a tie in of limits endorsement which could potentially affect the
total amount of limits available under the policies both individually and combined. In addition,
the D&O primary and excess coverage is structured so that all insureds (including all subsidiaries
of USS and a wide variety of individuals) share the limit of liability which could further reduce
amounts available to satisfy claims of USSCs directors and officers in certain circumstances.
Further, the exposure of directors to potential fines and penalties, including Canadian specific
exposures to certain statutory liabilities may create issues of coverage. Lastly, neither USSC nor
its directors or officers have any control over the insurance policies (including having no ability
to provide notice of claims or elect run-off coverage), given that USSC is sharing liability
insurance policies of USS. USS alone would be entitled to renegotiate terms or terminate
coverage without any involvement of USSC or its directors or officers.
200. USSC has also obtained D&O insurance coverage, but there are certain limitations that
may leave the directors and officers exposed to personal liability. The USSC D&O insurance
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coverage has an aggregate limit of liability of US$15 million and has a term that runs until
March 1, 2015. In several areas, the USSC policy is not as broad or advantageous as the
available coverage under the USS D&O coverage. The USSC policy only provides D&O and
some limited employment practices liability insurance meaning that the Canadian insureds may
have to look to the USS employment practices liability policies, fiduciary policies and other USS
policy extensions for coverage. The USSC D&O policy also provides for tie in with the USS
policies leading to a potential limit on coverage as discussed in relation to the USS policies
above. Although control over the USSC D&O policy rests with USSC, there is no control over
the policy from the perspective of a director or officer.
201. To address legitimate concerns expressed by the directors and officers with respect to
their potential exposure if they continue to act (rather than resign before a significant portion of
the liability can be triggered), the directors and officers have requested reasonable protection
against personal liability if they are to remain and assist in the restructuring activities. In light of
the statutory and other liabilities to which the directors may be exposed in the future and having
regard to the overall indebtedness (actual and contingent) of the Applicant and other members of
the USSC Group, the director and officer indemnity and charge is considered to be important
protection to provide to them but at the same time a fair balancing of the interests of various
stakeholders. Having the directors and officers remain and assist in the restructuring will greatly
increase the prospects of a successful restructuring which in turn will maximize value for
stakeholders.
F. Carrying on Business, Intercompany Transactions and Access to Books and Records
202. The Applicant desires to continue to carry on its primary business operations and deal
with its assets, including the businesses and assets of the other members of the USSC Group, in a
manner consistent with the preservation of their collective property and business and maximizing
value for stakeholders. This would include the continuation of ordinary course transactions and
inter-company funding among the Applicant and the other members of the USSC Group, and
with USS, in the manner set out in the proposed Initial Order as well as intercompany
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transactions outside the ordinary course below a defined threshold, with prior approval of the
Monitor.
203. Given the degree of integration and shared services between the Applicant and USS, and
between the Applicant and other members of the USSC Group, and the historical practices that
have developed between them, it is important for intercompany arrangements to remain in place
and that the Applicant and the Monitor have access to books, records and systems which may be
in the possession of the USSC Group and USS. In this regard, the proposed Initial Order
contemplates that (i) intercompany transactions and processes in the ordinary course must be
carried on in accordance with past practice, subject to such changes thereto or to such governing
principles or policies and procedures as the Monitor may require, subject to further Order, and
(ii) intercompany transactions and processes outside the ordinary course of business may be
carried on only if such arrangements have a value less than $1 million, are on commercially
reasonable terms, and are approved by the Monitor in advance.
204. Additionally, given the degree to which USS provides essential corporate services to
USSC, including administration of its insurance policies, the proposed Initial Order includes
provisions to ensure USSC and its directors and officers are able to make an effective claim for
insurance in the event it becomes necessary. In addition, the proposed Initial Order provides
USSC and the proposed Monitor have access to books and records that may be in possession or
under the control of other members of the USS organization, as well as with other USSC Group
entities, such as Baycoat and D.C. Chrome.
F. Service of Court Materials During the Proceedings
205. If granted the relief sought, I understand that USSCs restructuring will be court-
supervised and will necessitate attendances to court. Accordingly, the proposed Initial Order also
includes some direction for service of future motions and objections thereto, in an to attempt to
provide an orderly structure to ensure that future motions proceed on appropriate notice (subject
to matters that must be dealt with on an urgent basis), with issues raised sufficiently in advance
69
to allow the parties to respond and for the court to have appropriate notice and the ability to
dictate appropriate hearing procedures.
SWORN BEFORE ME at the City of )
Hamilton, in the Province of Ontario, )
this 16th day of September, 2014. )
)
)
)
)
)
C 17- ---- -

MICHAEL A. MCQUADE
Cojl missioner for Taking Affidavits

Page 59
70
TAB A
71
TAB B
ACOMMISSIONER FOR TAKING AFFIDAVITS
),_ A 1),
=1 1. Main Pension Plans
(a) LEW Pension Plans
This is Exhibit referred to in the
affidavit of....C1.1:,cAval /I 0.4441.9-
Exhibit "B"
sr before me, this lb
r 20 11 I
Summary of USSC Pension and Retirement lans,
Unless otherwise noted, all information is as at Dec cc1/347-20
Plan Name Membership Status of Fund Closed v.
Ongoing
U. S. Steel Canada Inc.
Retirement Plan for USW
Local 8782 Members at
Lake Erie Works
(FSCO/CRA Registration
No. 0698761)
Active: 426
763
74
48
1,311
Solvency Deficiency: $117.5 million
66.9%
Closed effective
April 16, 20102 Retired:
Solvency Ratio:
Deferred:
Transferred:
TOTAL:
U.S. Steel Canada Inc.
Retirement Plan for
Salaried Employees at Lake
Erie Works (FSCO/CRA
Registration No. 0698753)
Active: 80
350
10
1
441
Solvency Deficiency: $31.7 million
83.1%
Closed effective
August 1, 19973 Retired:
Solvency Ratio:
Deferred:
Transferred:
TOTAL:
(b) Hamilton Pension Plans
Plan Name Membership Status of Fund Closed v.
Ongoing
U. S. Steel Canada Inc.
Retirement Plan for USW
Local 1005 Members at
Hamilton Works
(FSCO/CRA Registration
No. 0354878)
Active: 542
8,451
241
104
9,338
Solvency Deficiency: $573.0 million
73.4%
Closed effective
October 15, 20114 Retired:
Solvency Ratio:
Deferred:
Transferred:
TOTAL:
U. S. Steel Canada Inc.
Retirement Plan for
Salaried Employees at
Hamilton Works
(FSCO/CRA Registration
No. 0338509)
Active: 192
3,021
58
5
3,276
Solvency Deficiency: $116.5 million
88.5%
Closed effective
August 1, 19975 Retired:
Solvency Ratio:
Deferred:
Transferred:
TOTAL:
1 A plan is considered "closed" when new employees are no longer permitted to join the plan.
2 The plan also ceased providing increases to pensions in pay effective A ugust 1, 2008.
3 The plan also changed the definition of earnings to exclude certain payments effective February 13, 2007, and
removed unreduced early retirement after 30 years of service effective January 1, 2008
4 The plan also ceased providing increases to pensions in pay effective A ugust 1, 2009.
5 The plan also changed the definition of earnings to exclude certain payments effective February 13, 2007, and
removed unreduced early retirement after 30 years of service effective January 1, 2008
7
2
2. Non-Main Pension Plans
(a) LEW Pickling Facility Pension Plan
Plan Name Membership Status of Fund
c
Closed v.
Ongoing
U. S. Steel Canada Inc.
Retirement Plan for
Employees at the Pickle
Line Department of Lake
Erie Works (FSCO/CRA
Registration No. 1206457)
Active: 76
3
0
85
Solvency Deficiency: $335,200 Closed effective
7, 2011 Retired: 6July
89.5 %

Solvency Ratio:
Deferred:
Transferred:
TOTAL:
(b) Ongoing Legacy Pension Plans
Plan Name Membership Status of Fund Closed v.
Ongoing
U. S. Steel Canada Inc.
Retirement Plan for
Salaried Employees at the
Former Welland Pipe Ltd.
(FSCO/CRA Registration
1017185)
Active: 0
70
4
8
82
Solvency Excess: $2.2 million
110.6%
Closed effective
August 1, 1997 Retired:
Solvency Ratio:
Deferred:
Transferred:
TOTAL:
U. S. Steel Canada Inc.
Retirement Plan for
Salaried Employees of the
Former Stelpipe Ltd.
(FSCO/CRA Registration
1017177)
Active: 0
177
4
0
181
Solvency Excess: $1.6 million
104.4%
Closed effective
August 1, 1997 Retired:
Solvency Ratio:
Deferred:
Transferred:
TOTAL:
U. S. Steel Canada Inc.
Retirement Plan for CAW-
Canada Local 523
Employees at the Former
Stelpipe Ltd. (FSCO/CRA
Registration 1018860)
Active: 0
377
44
0
421
Solvency Excess: $2.5 million
107.1 %
Closed effective
October 31, 2005 Retired:
Solvency Ratio:
Deferred:
Transferred:
TOTAL:
73
(c) Individual Pension Plan
Plan Name Membership , Status of Fund Closed v.
Ongoing
Stelco Inc. Retirement Plan
for Mark C. Steinman
(FSCO/CRA Registration
No. 1056738)
RETIRED: 1 Solvency Deficit: $42,100 Closed
Solvency Ratio: 66.6%
3. GRRSPs
Plan Name Membership Status of Fund
'
Closed v.
Ongoing
Group Retirement Savings
Plan of U. S. Steel Canada
Inc. (Ineligible for OPEBs)
TOTAL: 3726 Total Assets: $24.8 million Ongoing
Group Retirement Savings
Plan for Local 1005 United
Steelworkers of America
(Eligible for OPEBs)
TOTAL: 597 Not known.
NOTE: USSC is not the sponsor or
administrator of this plan. It is
sponsored and administered by USW
Local 1005.
Ongoing
Group Retirement Savings
Plan for Lake Erie Works
Local 8782 United
Steelworkers of America
(Eligible for OPEBs)
TOTAL: 5138 Not known.
NOTE: USSC is not the sponsor or
administrator of this plan. It is
sponsored and administered by USW
Local 8782.
Ongoing
Group Retirement Savings
Plans for Pickle Line Local
8782 United Steelworkers of
America
TOTAL: 619 Not known.
NOTE: USSC is not the plan sponsor
or administrator of this plan. It is
sponsored and administered by USW
Local 8782.
Ongoing
6
A s at July 30, 2014.
7
A s at July 30, 3014.
8
A s at July 30, 2014.
A s at July 30, 2014.
74
4. Individual RBCs and RAs
Plan Name Membership Status of Fund Closed v
Ongoing
Closed
Funded Individual RBCs Active: 0
Retired: 36
TOTAL:
3610
Total Assets: $21.8 million
CRA Refundable Tax Account:
$20.6 million
Unfunded individual RBCs
and RAs
RBC Active: 4
RBC Retired: 77
RAs Retired: 37
TOTAL: 11811
Unfunded Closed
5. Wound Up Legacy Pension Plans (Retirees eligible for OPEBs)
Plan Name Effective Date of Wind Up
Welland Pipe Ltd. Bargaining Unit Pension Plan for
Members Of The National Automobile, Aerospace,
Transportation And General Workers' Union Of
Canada (CAW-Canada) (FSCO/CRA Registration
No. 1018878)
Wound up effective March 31, 2003
The Pension Plan for Hourly Employees of C.H.T.
Steel Company Inc. (FSCO/CRA Registration No.
0384362)
Wound up effective October 31, 2003
The Pension Plan for Salaried Employees of C.H.T.
Steel Company Inc. (FSCO/CRA Registration No.
0532796)
Wound up effective February 28, 2004
10 A s at July 30, 2014.
11A s at July 30, 2014.
75
TAB C
This is Exhibit-
C
ref erred to I n the
a f f id a v it o f ......
(1 L.1 ,g1
A,
itica ,,k_
sw o rn bef o re me, this
I 6 7
......
7- -
. ---
CORPORATE SERVICES AGREEMEN1day0f.S.fleilA .el
-
20 I Y.
THIS AGREEMENT, effective as of November 1, 2007 is entered intn by and hptwp,en-
existing
A CO unmo d e m r rieNr awF s oR TAKING AFFIDAVITS
UNITED STATES STEEL CORPORATION, a company organized and o
f

the State of Delaware, United States of A merica, having its principal place of buSiness at 600 Grant
Street, Pittsburgh, Pennsylvania, U.S.A . (hereinafter referred to as "USS"),
A nd
U. S. STEEL CANADA INC., a Canadian corporation with its registered office at 386 Wilcox
Street, P.O. Box 2030, Hamilton, Ontario Canada, L8N 3T1("USSC").
WHEREAS, USSC has designated its ultimate parent company, USS as the party to supply or
to arrange for the provision of certain services (as hereafter defined) in the United States and USSC is
willing to accept such services subject to, and in accordance with, the terms and conditions of this
A GREEMENT.
NOW THEREFORE, in consideration of the covenants herein set forth, the parties intending to
be legally bound, hereby agree as follows:
1.0 DEFINITIONS
1.1A s used herein, the following terms shall have the meaning set forth below unless the
context in which they are used clearly precludes such meaning:
1.1.1"A GREEMENT" shall mean this agreement; together with all annexes attached
hereto and subsequent amendments;
1.1.2 "CORPORA TE SERVICES" means those services to be provided by USS as set
forth in A rticle 2.
1.1.3 "DOLLA RS" shall mean dollars in the lawful currency of the United States of
A merica;
1.1.4 "EFFECTIVE DA TE" shall mean November 1, 2007;
1.1.5 "WRITING" shall mean any manuscript, typewritten or printed statement or other
document under hand or seal, and includes telegrams, telexes, cables and
telefax transmissions, and the words "IN WRITING" and 'WRITTEN" shall mean
any document duly signed by a person legally authorized to represent the party
to be bound thereby.
1.2The words "including" and "include(s)" as used in this A GREEMENT are not to be
construed as words of limitation unless the context otherwise requires or unless a
contrary intention otherwise appears in the matter.
1.3 The singular shall include the plural and vice versa, and the masculine shall include the
feminine and vice versa.
1.4A rticle headings are included for the benefit of the parties and are not intended to alter or
- 1-
7
6
affect the meaning of the content.
2.0 PROVISION OF CORPORA TE SERVICES
2.1
Commencing on the EFFECTIVE DA TE, USS shall provide, or may arrange for the
provision, to USSC of the Corporate Services set forth below. The listing of the following
Corporate Services is not intended to limit the performance of other services that may be
required by USSC from time to time.
2.1.1FINA NCIA L A ND A CCOUNTINGSERVICES
2.1.2 CORPORA TE STRA TEGIC PLA NNINGSERVICES
2.1.3 TA XPLA NNINGSERVICES
2.1.4 A UDIT SERVICES
2.1.5 MA RKET RESEA RCH SERVICES
2.1.6 PROPERTYRELA TED SERVICES
2.1.7 EMPLOYEE DEVELOPMENT SERVICES
2.1.8 GOVERNMENT A FFA IRS
2.1.9 LEGA L SUPPORT SERVICES
2.1.10 ENGINEERINGA ND ENVIRONMENTA L CONSULTINGSERVICES
2.1.11RESEA RCH A ND DEVELOPMENT
2.1.12 SA FETYA ND SECURITYCONSULTINGSERVICES
2.1.13 HEA LTH SERVICES
2.1.14 PERSONNEL RECRUITMENT A ND EXPA TRIA TE A SSIGNMENT SERVICES
2.1.15 PURCHA SINGSERVICES
2.1.16 A IRCRA FT SERVICES
3.0 COMPENSA TION
3.1A s consideration for rendering the Corporate Services to USSC, USSC shall pay to USS
a monthly fee as determined by USS. Depending upon the level of Corporate Services
provided by USS, the parties may agree to change the monthly fee pursuant to a
WRITTEN A mendment prepared for such purpose. Nonetheless, the fee shall be
reviewed annually and adjusted upward or downward to reflect increases or decreases in
USS' actual costs of providing the services. The fee shall be based upon the allocated
hours and costs of each of the USS departments and personnel assigned to perform the
requested services. The fee is intended to represent USS' actual costs incurred with
respect to such services under the methodology permitted under Internal Revenue Code
Section 482 (and the service cost method under U.S. Treasury Regulation 1.482-9T(b)
and Rev. Proc. 2007-13). In the event that the services are determined not to be eligible
for the service cost method, then the fee for such services shall be arms-length
- 2 -
77
computed by reference to the fee that would be charged by comparable third-party
service providers under similar circumstances.

4.0 TERMS OF PAYMENT

4.1
USS shall invoice USSC monthly for amounts coming due to USS in accordance with
A rticle 3.0 above.
4.2
A ll amounts due hereunder shall be paid by USSC to USS within thirty (30) days of the
respective invoice dates. Such payments shall be paid in DOLLA RS by bank (wire)
transfer, net of exchange and transfer costs, to the bank account of USS at Mellon Bank
N.A ., Pittsburgh, PA , USA (A BA No. 043 000 261) or to such other place or account as
USS shall direct.
4.3
Both USSC and USS shall maintain, in accurate and complete order, all books and
records (whether in printed, electronic or other format) associated with amounts invoiced
to the other pursuant to this A GREEMENT. Such books and records of each party shall be
open to inspection and audit by representatives of the other party at all reasonable times.
5.0 TAXES
5.1
In the event any taxes, duties or levies imposed by Canada or any political or other
subdivision thereof are or become applicable to USS or to any of the payments to be
made to USS hereunder, excluding income taxes, all such taxes, duties and levies shall
be paid by USSC.

6.0 FORCE MAJEURE

6.1A ny delay or failure of performance by either party hereto shall not constitute default
hereunder or give rise to any claims for damage if and to the extent such delay or failure
of performance is caused by natural disaster (including fire, flood, earthquake, typhoon,
tornado, cyclone, hurricane and lightning), plague, epidemic, labor dispute (including
strikes, slowdown of workers, and lockout), acts or failure to act of government, invasion,
revolution, riots, civil commotion, acts of terrorism, sabotage, blockade, embargo or any
other event whether similar or dissimilar which is not within the reasonable control of the
party affected, and which by exercise of reasonable diligence, the party affected is unable
to prevent (hereinafter "Force Majeure").
6.2Delay occasioned by events of Force Majeure shall give rise to an extension of time for
performance of either party's obligations under this A GREEMENT equal to the period of
delay caused thereby.
6.3 The party affected by the occurrence of the event of Force Majeure shall, as soon as
practicable, notify the other party hereto IN WRITINGof its commencement and
termination. Within five (5) days after termination of the period of delay caused by
the event of Force Majeure, each party shall notify the other IN WRITINGas to
whether any extension in time will be required as a result of the Force Majeure
delay.
- 3 -
78
6.4
In the event that the delay caused by an event of Force Majeure shall continue for
a period in excess of three (3) months, the parties hereto shall study the possibility of
modifying this A GREEMENT so as to continue on a new basis.

7.0 GOVERNING LAW

This A GREEMENT shall be governed by and interpreted in accordance with the substantive laws
of the Commonwealth of Pennsylvania, exclusive of the rules included therein governing conflicts
of laws.

8.0 DISCLAIMER OF LIABILITY AND INDEMNITY

USS shall have no liability to USSC for the acts or failures to act of any persons recruited for
assignment to USSC hereunder. USSC shall indemnify and hold USS harmless from and against
any such liability to any third party.
9.0 ASSIGNMENT
Either party may freely assign its rights and responsibilities under this A GREEMENT to an
affiliated company. A ny such assignment shall be effected by a WRITTEN A mendment.
10.0 EFFECTIVE DATE and DURATION
This A GREEMENT shall be effective as of November 1, 2007, and shall remain in effect until
terminated by either party giving WRITTEN notice to the other party not less than sixty days prior
to the effective date of termination.
11.0 WAIVER
No waiver of any provision of this A GREEMENT shall be valid unless granted IN WRITING, and
no waiver of any default or breach shall operate or be construed as a waiver of any subsequent
default or breach unless specifically so written.
12.0 NOTICES
12.1A ll notices, reports and other communications to be given hereunder by either party shall
be deemed to have been properly given if IN WRITINGand either hand delivered or sent
by registered or certified mail, postage prepaid, by telefax if immediately confirmed by
prepaid mail or by courier service (DHL or the like) and addressed as follows:
If to USS:
UNITED STA TES STEEL CORPORA TION
600 Grant Street Pittsburgh, PA 15219-4776
A ttention: General Counsel
Telefax No. 412-433-2912
If to USSC:
U. S. STEEL CA NA DA INC.
386 Wilcox Street
Hamilton, ON L8N 3T1
-4
79
A ttention: General Counsel
Telefax No: 905-308-7002

12.2From time to time during the term of this A GREEMENT, each party may change the
individual designated to receive notice hereunder or change its notification address and, in
such event, WRITTEN notice shall be given to the other party of any such change, which
notice shall be valid on receipt thereof.
13.0 ENTIRE A GREEMENT

13.1This A GREEMENT sets forth the entire agreement and understanding between the
parties as to the subject matter covered hereby and all prior agreements, discussions,
and understandings whether oral or written are merged herein.

13.2Neither party hereto shall be bound by any condition, definition, warranty, representation,
or understanding with respect to the subject matter covered hereby, other than as
expressly provided in this A GREEMENT or as duly set forth, after the date of first
signature hereto, in an amendment hereto contained in a WRITINGwhich recites that it is
made for said purpose and which is signed by each party's duly authorized
representative.
IN WITNESS WHEREOF, the Parties hereto have caused this A GREEMENT to be effective as of
November 1, 2007 but signed as of the date below in two (2) originals, of which each party has received
one original, said signature taking place on the date(s) specified.
UNITED STA TES STEEL CORPORA TION

U. S. STEEL CA NA DA INC.
By:
Title:
zv6
Date:
Place: Pittsburgh, Pennsylvania, USA
By:
Title: ?6ce5aikt 00-,A 6c4A zica
Date: g3, :2003
Place: Hamilton ONT.
( o r, rrc uLLw e
Z, z
- 5 -
80
TAB D
This is Exhibit ref erred (d in the
a f f id a v it c Lua
sw o rn bef o re me, this

ERP COST SHARING AGREEMEOYf-41-'er

20. 114 -
THIS AGREEMENT to be effective on the 19th day of Ngvember. 2009 (the "Effsatly
Date"), by and between the UNITED STATES STEEL CORPORATIORAWIssiMlintr
corporation ("USS"), U. S. STEEL CANADA INC., a Canadian corporation ("USSC"), U. .
STEEL KOSICE, s.r.o, a Slovak company ("USSK") with its seat and place of business at
Vstupny areal U. S. Steel, 044 54 Kosice, the Slovak Republic, Identification No.: 36199 222,
incorporated in Company Register of district court Kosice I, (Section Sro, File No.: 11711N,
and U. S. S 1EEL SERBIA, D.0.0., a Serbia limited liability company ("USSS") (collectively,
the "Members" and, separately, the "Member").
WITNESSETH:
WHEREAS, the Members are engaged in the business of manufacturing and marketing
steel ERP Systems,
WHEREAS, on the Effective Date each Member incurred costs relating to certain
Enterprise Resource Planning ("ERP") computer software systems, as reflected in EXHIBIT B to
this Agreement (the "ERP Software");
WHEREAS, the steel business in which the Members are engaged is extremely
competitive on a worldwide basis, so that it is imperative that the Members be in the forefront of
the acquisition or development of new generations of technology in their respective businesses;
WHEREAS, USS, USSK and USSS have, to date, been responsible for the ERP
development pursuant to certain ERP Project Services Agreements entered into among the
parties and effective as of August 1, 2006 (the "Service Agreements");
WHEREAS, USSC was acquired by a wholly-owned subsidiary of USS on October 31,
2007 and became involved in the ERP project on July 1, 2008;
WHEREAS, the Members desire to eventually install the ERP Software for use in the
steel business by the Members and, to a certain extent, share the costs and benefits of such
development;
WHEREAS, further implementation of the ERP software at USSK and USSS was
suspended in May, 2008;
WHEREAS, to satisfy the requirements of Internal Revenue Code Section 482 and
Treas. Reg. Sections 1.482-2 and -7 and in consideration of the requirements of other foreign
taxing authorities , USSC will "buy-in"/"cost share" for its allocable share of global design costs
incurred to date (the "USSC Buy-in") as well as any identified localized costs;
WHEREAS, USSK and USSS will continue funding of the global design costs on the
assumption that their respective ERP deployments will resume;
G AFFI DAVI TS
8
1
NOW, THEREFORE, in consideration of the mutual covenants and conditions contained
herein and intending to be legally bound, the parties hereby agree as follows.
ARTICLE 1. DEFINITIONS
1.1 Affiliate or Affiliates
"Affiliate" or "Affiliates" shall mean any corporation, firm, partnership, or other entity, whether
de jure or de facto, that directly or indirectly owns, is owned by, or is under common ownership
with a Member to the extent of at least 50 percent of the equity having the power to vote on or
direct the affairs of the entity and any person, firm, partnership, corporation, or other entity
actually controlled by, controlling, or under common control with a Member.

1.2 Confidential Matters

"Confidential Matters" is as defined in Section 6.3of this Agreement.

1.3Developed ERP Software

"Developed ERP Software" shall mean software developed as part of the ERP program as
defined in Section 4.1 of this Agreement. (the "ERP Program').

1.4 Effective Date

"Effective Date" has the meaning set forth in the first paragraph of this Agreement.
1.5 Group
"Group" shall mean all of the Members that from time to time are parties to this Agreement.
1.6 Improvements
"Improvements" shall mean any findings, discoveries, inventions, additions, modifications,
formulations, or changes made during the term of this Agreement that relate to Software,
Developed ERP Software, ERP Software, Know-How, or ERP System.

1.7 ERP Software

"ERP Software" shall mean and include all of the software purchased, modified, configured or
upgraded, as required, as part of the global implementation by USS and its affiliated companies
of the Oracle Enterprise Resource Planning System.
1.8 Year
"Year" shall mean the 12-month period ending on December 31st.
2
82
1.9 Know-How
"Know-How shall mean any and all technical information presently available or generated
during the term of this Agreement that relates to the ERP Software
1.10 Member or Members
"Member" or "Members" is defined in the first paragraph of this Agreement.
1.11 ERP System
"ERP System means the property listed in Exhibit B to this Agreement using the ERP Software.
1.12 ERP Committee
"ERP Committee" shall mean the Executive Steering Committee established by USS that has
responsibility for making determinations relating to value or valuation under the terms of this
Agreement and the ERP Program. All decisions of the ERP Committee shall be binding on the
Members for all purposes of this Agreement.
1.13Territory
"Territory" shall mean the following geographic areas relating to each Member;
Member Geographic Area
USS All countries except those listed below
USSC Canada
USSK Slovakia
USSS Serbia
1.14 Third Parties
"Third Parties" shall mean any entity other than a Member to this Agreement, a Member, or an
Affiliate of a Member.
3
83
ARTICLE 2. TERM AND FUNDING
2.1 Term
The term of this Agreement shall be for a period of five (5) years from the Effective Date, or for
so long as an ERP Program is in existence, whichever is later, unless terminated earlier as
provided in Article VIII of this Agreement.

2.2 Funding and USSC Buy-in

The USSC Buy-In shall be 6,269,747 US Dollars and represents USSC's allocable share of the
cumulative global design costs (both internal and external) incurred and paid by USS, USSK and
USSS plus USSC's localized costs for the ERP development incurred and paid by USS from
July 1, 2008 to December 31, 2009. USSC shall remit that amount to USS. Localized cost shall
include amounts spent to meet unique statutory requirements of a location.
USS shall remit 5,499,114 US Dollars and 2,909,593US Dollars) to each of USSK and USSS
representing their respective shares of the Software being transferred by each of them to USS
and US SC.
Appropriate invoices shall be issued as deemed necessary by the Members. See Exhibit C for
calculations.
Both USSK and USSS shall retain all proprietary rights to the portions of the ERP Software not
otherwise transferred herein.
All amounts due to USSK and USSS shall be paid by the fifteenth (15th) day of the calendar
month following the calendar month in which the invoice issued. All amounts due from USSC to
US shall be paid by the sixtieth (60th) day of the calendar month following the calendar month in
which the invoice issued.

2.3Additional Funding
The ERP Committee shall determine the extent to which additional funding is required to
conduct the activities contemplated by this Agreement, and shall advise the Members of the
amount of such additional funding and the timing for contribution. Future funds so committed
shall be expended in a manner and on a schedule as determined by the ERP Committee.
ARTICLE 3. GRANT OF RIGHTS TO USE ERP SOFTWARE

3.1 Grant by Grantor Members

Each Member (the "Grantor Member") hereby grants to each other Member (the "Grantee
Members") the reciprocal nonexclusive, royalty-free right to use the ERP Software and any
4
84
Developed ERP Software owned by the Grantor Member outside the Territory of the Grantor
Member during the term of this Agreement.

3.2 Grant of Third-Party Rights

Each Grantor Member hereby grants to the Grantee Members the reciprocal nonexclusive,
royalty-free right to use any and all rights that the Grantor Member shall have with respect to
ERP Software licensed to the Grantor Member by any Third Party, to the extent authorized by
the documents pursuant to which such ERP Software was licensed or otherwise granted to the
Grantor Member ("Third Party Intangibles"). Notwithstanding the above, in the event that the
Grantor Member, by law or otherwise, becomes obligated to pay, or has paid, a royalty with
respect to such Third Party Intangibles, each Grantee Member shall be obligated to make an
appropriate payment to the Grantor Members, which amount shall be determined by the ERP
Committee.

3.3No Further Transfer

A Grantee Member may not further assign, sublicense, make available, or otherwise transfer or
disclose any right to use, develop, or otherwise enjoy any of the ERP Software or Developed
ERP Software granted to such Grantee Member under Section 3.1 of this Article III, or any of
the Third-Party Intangibles granted to such Grantee Member under Section 3.2 of this Article III,
without the express written consent of the respective Grantor Member, provided that this
restriction shall not apply to any transactions entered by USS pursuant to Article IV of this
Agreement.
3.4 Compensation
In return for the grants made in Sections 3.1 and 3.2 of this Article III, each Member shall be
entitled to receive the following:
a.
The royalty-free right to use the ERP Software or Developed ERP
Software granted to it under Section 3.1 of this Article III.
b.
The royalty-free right to use the Third-Party Intangibles granted to it under
Section 3.2 of this Article III.
ARTICLE 4. ERP PROGRAM
4.1 ERP Program
The ERP Program shall include ERP development activity performed by the Members, or
performed by Third Parties and funded by the Members, including, without limitation, (a) global
design, (b) ERP System specific development, and (c) improvements to existing ERP System or
manufacturing processes, relating to the ERP Program. A list of those projects included in the
ERP Program is attached as EXHIBIT B to this Agreement.
5
85
Localized efforts by a Member to implement the ERP System shall be directly allocable to that
Member.
4.2
Projects Conducted Prior to the Effective Date
The ERP Program shall include the ERP project conducted by a Member prior to the Effective
Date.
4.3Acquired ERP Systems or Projects
An ERP System or project may be added to the ERP Program on the acquisition of the ERP
System or a portion thereof by purchase, license, or otherwise.
4.4 ERP Program and Budget
a.
Annual Operating Plan. The ERP Committee shall prepare an annual
operating plan for the ERP Program ("Annual Operating Plan"), which shall set forth in detail
the objectives to be accomplished during such Year and project future operations and objectives.
The Annual Operating Plan may be changed at any time by the ERP Committee. In the event
that the ERP Committee should fail to adopt an Annual Operating Plan for any Year, the
preceding Annual Operating Plan shall continue in force.
b.
Budget. The Annual Operating Plan shall include a budget of planned
expenditures for sources and uses of funds for the current Year and a forecast for the two
subsequent years.
4.5 Cost Sharing
a.
Cost Share. Each Member shall be responsible for its proportional share
of the costs of the ERP Program for each Year in which this Agreement is effective, as defined in
Subsection (b) of this Section 4.5.
b.
Proportional Share, The proportional share of each Member shall be
determined by its respective proportion of the reasonably anticipated benefits of the Group.
Accenture Consulting determined the proportional share of each Member as set forth in Exhibit
A attached hereto.
c.
Contribution. The ERP Committee shall advise the Members of the dates
when cost continuations are to be made, subject to Section 2.2 of this Agreement.
4.6 Roles of Members
The role of each Member in performing its activities under this Agreement will be set forth in the
Annual Operating Plan. Initially, it is contemplated that the Members will do the following
6
86
a.
Use their expertise in development of the ERP System; and
b.
Use their design expertise to direct ERP into areas where ER? System is
needed and to coordinate efforts to obtain any necessary approvals to implement the REP
System.
4.7
ERP and Development Responsibilities
The ERP Committee shall approve the scope of the ER? and development work that needs to be
completed by one or more Members in order to achieve the purposes of this Agreement, and
such projects shall be included in the Annual Operating Plan (each, a "Project" or "Projects").
a.
The Members shall perform the work specified for each Project. Each
Member covenants with the others that all such work will be performed as specified in the
Project, and that each will cause such work to be performed by its employees utilizing the level
of skill, care, and diligence as is exercised by its respective employees in their own internal
projects of the same or similar nature.
b.
All ERP, development, and other work contemplated by this Agreement
shall be performed by the Members via Projects. The total direct costs incurred by a Member
shall be subject to cost sharing as set forth in Section 4.5 of this Agreement.
c.
In the event that the ERP Committee shall decide to contract with a Third
Party for work relating to Projects, the services of any such Third Party shall be obtained by the
ERP Committee under circumstances that will protect the confidentiality of ERP Software and
Improvements developed by the Third Party under the same conditions as those set forth in
Section 6.3of this Agreement.
d.
Whether the work of a Project is done by the parties or by agreement with
a Third Party, such Project will be set forth in the Annual Operating Plan along with an estimate
of the cost thereof and must be approved by the ERP Committee before becoming effective.
An ERP manager ("ERP Manager") will be appointed by the ERP Committee who will direct the
ERP and development being carried out by the Members and coordinate activities under this
Agreement subject to the oversight of the ERP Committee. The ERP Manager may attend the
meetings of the ERP Committee but will not vote.
f.
Nothing set forth in this Agreement shall change in any manner the BSC
Cost Allocation Agreement, as amended, that addresses the allocation of ongoing ERP support
and maintenance costs.
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ARTICLE 5. OWNERSHIP OF DEVELOPED INTANGIBLES
5.1 Legal Title
Legal title to Developed ERP Software shall be in the name of the Member responsible for the
portion of the ERP Program that produced such Developed ERP Software (the "Developing
Member") subject to the rights and obligations of the other members under this Agreement. The
Developing Member shall take such action as may, from time to time, be necessary to protect the
worldwide intellectual property rights in Developed ERP Software, unless the ERP Committee
directs to the contrary.
5.2 Beneficial Rights
Each Member shall have the exclusive right to use the Developed ERP Software for
manufacturing, marketing, and other purposes in its Territory, except as otherwise provided in
this Agreement.
ARTICLE 6. EXCHANGE OF INFORMATION, CONFIDENTIALITY,
AND TRANSFER
6.1 Know-How
During the term of this Agreement, each Member shall promptly disclose to the other Members
its Know-How.
6.2 Improvements
During the term of this Agreement, each Member shall promptly inform the other Members of
any information that it obtains or develops regarding Improvements.
6.3Confidentiality
During the Term of this Agreement, and for a period ten (10) years from the date of expiration
or termination of this Agreement, each Member shall treat this Agreement, Know-How,
Software, ERP Software, Developed ERP Software, Improvements, and all information, data,
reports, and other records that it receives from each other Member (collectively, the
"Confidential Matters") as secret, confidential, and proprietary and shall not disclose or use such
Confidential Matters without the prior written consent of such other Member. Each Member
shall develop and implement such procedures as may be required to prevent the intentional or
negligent disclosure to Third Parties of Confidential Matters communicated to it and its
employees by other Members.
Nothing in this Agreement shall prevent the disclosure by a Member or its employees of
confidential information that:
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a.
Prior to the transmittal thereof to the Member was of general public
knowledge;
b.
Becomes, subsequent to the time of transmittal to the Member, a matter of
general public knowledge otherwise than as a consequence of a breach by the Member of any
obligation under this Agreement;
c.
Is made public by the Member that provided the Confidential Matters (the
"Sharing Member");
d.
Was in the possession of a Member in documentary form prior to the time
of disclosure thereof to it by the disclosing Member, and was held by the Member free of any
obligation of confidence to the disclosing Member or any Third Party; or
e.
Is received in good faith from a Third Party having the right to disclose it,
who, to the best of the Member's knowledge, did not obtain the same from a Member and who
imposed no obligation of secrecy on the Member with respect to such information.
ARTICLE 7. Notices
7.1
Notices
Any and all notices, elections, offers, acceptances, and demands permitted or
required to be made under this Agreement shall be in writing, signed by the person giving
such notice, election, offer, acceptance, or demand and shall be effective on receipt.
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ARTICLE 8. TERM AND TERMINATION
8.1
Termination With Respect to All Members
This Agreement may be terminated at any time only by the unanimous written consent of all of
the Members.
8.2
Termination With Respect to Fewer Than All Members
The interest of a Member in this Agreement shall terminate on the occurrence of any of the
following events, the determination of which shall be in the sole discretion of USS and any such
determination shall be effective immediately upon giving notice thereof to the Members.
a.
The giving of notice by a Member of a desire to terminate its participation
in this Agreement, but where a majority of Members do not provide a similar notice.
b.
The transfer of a substantial portion of the stock or assets of a Member to
a Third Party.
c.
The default of a Member with respect to any of its obligations under this
Agreement, and its failure to cure any such default within thirty (30) days following the date of
notice to it from USS identifying such default.
d.
The taking of any extraordinary governmental action, including, without
limitation, seizure or nationalization of assets, stock or other property relating to a Member.
e.
Any other event that shall cause USS to have concern about the financial
stability of a Member.
8.3
Effect of Termination of the Interest of Fewer Than All Members
a.
On the occurrence of an event of termination of the interest of a Member
(the "Terminated Member") under Section 8.2 of this Article 8, where there are at least two
Members that are not Terminated Members, the Terminated Member shall continue to have the
rights granted to it hereunder with respect to Know-How, ERP Software, Developed ERP
Software, Improvements, other software and Confidential Matters that it actually used as of the
date of such event of termination during the life of such intangibles, provided that the
Terminated Member shall have no right to assign, sublicense, or otherwise transfer such rights to
any person or entity without the express written consent of USS.
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b. In the event that the Terminated Member shall make any assignment,
sublicense, or other transfer of the items noted in Subsection (a) of this Section 8.3without the
express written consent of USS, then the interest of the Terminated Member in such rights shall
immediately terminate, and the Terminated Member shall have no further interest in such rights
whatsoever.
c. The Terminated Member shall have no interest in any Developed ERP
Software resulting from the ERP Program subsequent to the date of such event of termination.
d. The Members other than the Terminated Member shall continue to have
the rights granted to them under this Agreement with respect to Know-How, ERP Software,
Developed ERP Software, Improvements, other Software and Confidential Matters owned,
developed, or held by the Terminated Member during the life of such intangibles, which rights
shall not be affected by the termination stated in Subsection (b) of this Section 8.3.

8.4 Effect of Termination of this Agreement

In the event of a termination of this Agreement pursuant to Section 8.1 of this Article VIII, USS
shall determine a process that will have the effect of allowing each Member to continue to enjoy
the rights granted to it hereunder with respect to Know-How, ERP Software, Developed ERP
Software, Improvements, other Software and Confidential Matters as of the effective date of
such termination of this Agreement.
ARTICLE 9. MISCELLANEOUS

9.1 Severability
In the event any provision, clause, sentence, phrase, or word hereof, or the application thereof in
any circumstances, is held to be invalid or unenforceable, such invalidity or unenforceability
shall not affect the validity or enforceability of the remainder hereof, or of the application of any
such provision, sentence, clause, phrase, or word in any other circumstances.

9.2 Force Majeure

If the performance of any part of this Agreement by any Member, or of any obligation under this
Agreement, is prevented, restricted, interfered with or delayed by reason of any cause beyond the
reasonable control of the Member liable to perform, unless conclusive evidence to the contrary is
provided, the Member so affected shall, on giving written notice to the other Members, be
excused from such performance to the extent of such prevention, restriction, interference or
delay, provided that the affected Member shall use commercially reasonable efforts to avoid or
remove such causes of nonperformance and shall continue performance with the utmost dispatch
whenever such causes are removed. When such circumstances arise, the Members shall discuss
what, if any, modification of the terms of this Agreement may be required in order to arrive at an
equitable solution.
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9.3Successors and Assigns
This Agreement shall be binding on and shall inure to the benefit of the Members, Affiliates of
Members who have agreed to be bound hereby by using or enjoying the ERP Systems (each, a
"Bound Affiliate") and their respective successors, successors in title, and assigns, and each
Member agrees to execute any instruments that may be necessary or appropriate to carry out and
execute the purpose and intentions of this Agreement and hereby authorizes and directs its
Bound Affiliates, successors, successors in title, and assigns to execute any and all such
instruments. Each and every successor in interest to any Member, whether such successor
acquires such interest by way of gift, devise, assignment, purchase, conveyance, pledge,
hypothecation, foreclosure, or by any other method, shall hold such interest subject to all of the
terms and provisions of this Agreement. The rights of the Members, Affiliates, and their
successors in interest, as among themselves and with Third Parties shall be governed by the
terms of this Agreement, and the right of any Member, Bound Affiliate or successor in interest to
assign, sell or otherwise transfer or deal with its interests under this Agreement shall be subject
to the limitations and restrictions of this Agreement.
9.4 Amendment
No change, modification, or amendment of this Agreement shall be valid or binding on the
Members unless such change or modification shall be in writing signed by the Member or
Members against whom the same is sought to be enforced.
9.5 Remedies Cumulative
The remedies of the Members under this Agreement are cumulative and shall not exclude any
other remedies to which the Member may be lawfully entitled.
9.6 Further Assurances
Each Member hereby covenants and agrees that it shall execute and deliver such deeds and other
documents as may be required to implement any of the provisions of this Agreement.
9.7 No Waiver
The failure of any Member to insist on strict performance of a covenant hereunder or of any
obligation hereunder shall not be a waiver of such Member's right to demand strict compliance
therewith in the future, nor shall the same be construed as a notation of this Agreement.
9.8 Integration
This Agreement constitutes the full and complete agreement of the Members.
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9.9 Captions
Titles or captions of articles and sections contained in this Agreement are inserted only as a
matter of convenience and for reference, and in no way define, limit, extend, or describe the
scope of this Agreement or the intent of any provision hereof.
9.10 Number and Gender
Whenever required by the context, the singular number shall include the plural, the plural
number shall include the singular, and the gender of any pronoun shall include all genders.
9.11 Counterparts
This Agreement may be executed in multiple copies, each of which shall for all purposes
constitute an Agreement, binding on the parties, and each partner hereby covenants and agrees to
execute all duplicates or replacement counterparts of this Agreement as may be required.
9.12 Applicable Law
This Agreement shall be governed by and construed in accordance with the laws of the State of
Delaware, U.S.A.
9.13Computation of Time
Whenever the last day for the exercise of any privilege or the discharge of any duty hereunder
shall fall on a Saturday, Sunday, or any public or legal holiday, whether local or national, the
person having such privilege or duty shall have until 5:00 p.m. on the next succeeding business
day to exercise such privilege, or to discharge such duty.
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***
IN WITNESS WHEREOF, the Members hereto have caused this Agreement to be
executed on the date first written above by their duly authorized officers.
UNITED STATES STEEL CORPORATION
[SIGNATURE]
jalA 4 16 se. G.
p R_ , zct
[NAME AND TITLE]
t119
[DATE]
U. Si. STEEL CANADA INC.
[SIGNATURE]
= ; ..J
[NAME AND TITLE]
7
[DATE]
U. S. STEEL KOSICE, s.r.o.
[SIGNATURE]
[NAME AND TITLE]
[DATE]
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94
IN WITNESS WHEREOF, the Members hereto have caused this Agreement to be
executed on the date first written above by their duly authorized officers.
UNITED STATES STEEL CORPORATION
[SIGNATURE]
j- ohA A
- EWP fr;)c,t
[NAME AND TITLE]
t )._ 15101
[DATE]
U. S. STEEL CANADA INC.
[SIGNATURE]
[NAME AND TITLE]
[DATE]
U. S. Steel Kosice, s.r.o.
[ NATURE]
711/e7
~ECv
771"47- - -
[NA ME
AND TITLE]
12)
[DATE]
l4
SCHVALEI TEMPP.ROVED
JUDr. Dana Fudorova
GNI pre zmitnine prim
A ssistant General Counsel
95
U. S. STEEL SERBIA, d.o.o
[SIGNATURE]
i
rktivr) AA'S
& Cvt,` 1,)\ .?1,1-1-
[NAME AND TITLE]
[DATE]
96
EXHIBIT A
REASONABLY ANTICIPATED BENEFITS
USS
75%
USSC
9
USSK
9
USSS
7
TOTAL
100 %
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97
EXHIBIT B
ERP SYSTEMS
ERP MODULES DEVELOPED FROM THE PURCHASED SOFTWARE
Oracle Pool of Funds 1(P0F1) - Programs CERTIFIED
Pooled Programs
Financials
Treasury
'Receivables
Purchasing
Internet Expenses (iExpenses)
Procurement Contracts
A dvanced Collections
Internal Controls Manager
Human Resources
Sourcing
Project Management
'Procurement
iSupplier
Discrete Manufacturing
Enterprise A sset Mgmt
Process Manufacturing
Trade Management
Project Costing
Service Procurement
Self-Service Work Request
Inventory Manager
Order Management
Configurator
Pooled Program Technology (Limited use licensing included in above POF1modules)
Oracle Database Enterprise Edition#
Real A pplication Clusters#
Partitioning#
Grid Control - Tuning Pack#
Grid Control - Diagnostics Pack#
Grid Control - Configuration Management Pack#
Grid Control - Change Management Pack#
Internet A pplication Server#
A pplication Server Grid Control Diagnostics Pack#
A pplication Server Grid Control Change Management Pack#
Internet Developer Suite#
i2 Technologies
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98
A gile Business Process Platform
Restricted Use License
A BPP Development Tools Restricted Use
Supply Chain Planner
Supply Chain Planner - Profit Optimizer Module
Supply Chain Planner - Master Planning A ccelerator
Supply Chain Strategist - Tactician
Demand Fulfillment Real Time Order Promising
Demand Fulfillment NG
Scenario Management
Demand Manager
Factory Planner Discrete
Performance Manager for:
Demand Fulfillment, Demand Manager, Factory Planner, and Supply Chain Planning
Material A llocator
i2 Order Planning & Fulfillment
Other Oracle Licensed Software (each listed in blue represents a suite of programs)
Fusion Middleware
OBJEE
UPK
On Demand
ODS
SOA
Hyperion
Internet A pplication Server
Weblogic
Oracle Product Hub Data Steward
Oracle Product Hub A dd On
Strategic Network Optimizer (SNO)
Hewlett Packard (HP)
Quality Center
Project Portfolio Management
QTP
Loadrunner
Harte-Hanks
Trillium Software
Quest
Toad Software
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AMENDED ERP COST SHARING AGREEMENT
THIS AGREEMENT to be effective as of the 1st day of January, 2011 (the "Effective
Date"), by and between the UNITED STATES STEEL CORPORATION, a Delaware
corporation ("USS"), U. S. STEEL CANADA INC., a Canadian corporation ("USSC"), U. S.
STEEL KOSICE, s.r.o, a Slovak company ("USSK") with its seat and place of business at
Vstupny areal U. S. Steel, 044 54 Kosice, the Slovak Republic, Identification No.: 36199 222,
incorporated in Company Register of district court Kosice I, (Section Sro, File No.: 11711/V,
and U. S. STEEL SERBIA, D.0.0., a Serbia limited liability company ("USSS") (collectively,
the "Members" and, separately, the "Member").
WITNESSETH:
WHEREAS, the Members previously entered into an Agreement dated November 19,
2009 to cooperatively design and develop a steel ERP System and said Agreement is to be
modified herein;
WHEREAS, the Members desire to eventually install the ERP Software for use in the
steel business by the Members and, to a certain extent, share the costs and benefits of such
development;
WHEREAS, it was determined in 2011 that further implementation of the ERP software
at USSK and USSS will restart no earlier than 2014;
WHEREAS, to satisfy the requirements of Internal Revenue Code Section 482 and
Treas. Reg. Sections 1.482-2 and -7 and in consideration of the requirements of other foreign
taxing authorities, USSK and USSS will discontinue funding of the global design costs;
WHEREAS, USS and USSC will provide funding of the global design costs on the
assumption that their respective ERP deployments will continue;
WHEREAS, the 2011 costs allocated shall be reallocated (the "2011 Reallocation") to
reflect the new cost sharing arrangement;
NOW, THEREFORE, in consideration of the mutual covenants and conditions contained
herein and intending to be legally bound, the parties hereby agree as follows.
ARTICLE I. DEFINITIONS
1.1 Affiliate or Affiliates
"Affiliate" or "Affiliates" shall mean any corporation, firm, partnership, or other entity, whether
de jure or de facto, that directly or indirectly owns, is owned by, or is under common ownership
with a Member to the extent of at least 50 percent of the equity having the power to vote on or
direct the affairs of the entity and any person, firm, partnership, corporation, or other entity
actually controlled by, controlling, or under common control with a Member.
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1.2 Confidential Matters
"Confidential Matters" is as defined in Section 6.3of this Agreement.

1.3Developed ERP Software

"Developed ERP Software" shall mean software developed as part of the ERP program as
defined in Section 4.1 of this Agreement (the "ERP Program').

1.4 Effective Date

"Effective Date" has the meaning set forth in the first paragraph of this Agreement.

1.5 Group
"Group" shall mean all of the Members that from time to time are parties to this Agreement.
1.6 Improvements
"Improvements" shall mean any findings, discoveries, inventions, additions, modifications,
formulations, or changes made during the term of this Agreement that relate to Software,
Developed ERP Software, ERP Software, Know-How, or ERP Systems.

1.7 ERP Software

"ERP Software" shall mean and include all of the software purchased, modified, configured or
upgraded, as required, as part of the global implementation by USS and its affiliated companies
of the Oracle Enterprise Resource Planning System.
1.8 Year
"Year" shall mean the 12-month period ending on December 31st.
1.9 Know-How
"Know-How shall mean any and all technical information presently available or generated
during the term of this Agreement that relates to the ERP Software.
1.10 Member or Members
"Member" or "Members" is defined in the first paragraph of this Agreement.
1.11 ERP System
"ERP System means the property listed in Exhibit B to this Agreement using the ERP Software.
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1.12 ERP Committee
"ERP Committee" shall mean the Executive Steering Committee established by USS that has
responsibility for making determinations relating to value or valuation under the terms of this
Agreement and the ERP Program. All decisions of the ERP Committee shall be binding on the
Members for all purposes of this Agreement.
1.13Territory
"Territory" shall mean the following geographic areas relating to each Member;
Member Geographic Area
USS All countries except those listed below
USSC Canada
USSK Slovakia
USSS Serbia
1.14 Third Parties
"Third Parties" shall mean any entity other than a Member to this Agreement, a Member, or an
Affiliate of a Member.
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ARTICLE 2. TERM AND FUNDING
2.1 Term
The term of this Agreement shall be for a period of five (5) years from the Effective Date, or for
so long as an ERP Program is in existence, whichever is later, unless terminated earlier as
provided in Article VIII of this Agreement.

2.2 Funding and 2011 Reallocation

USSC shall remit $1,107,000 US Dollars to USSK and $797,000 US Dollars to USSS for their
shares of the cumulative internal and external ERP global design costs being transferred by each
of them to USSC.
USSC shall also remit $3,619,000 US Dollars to USS for its share of the internal and external
ERP global design costs being transferred by USS to USSC.
USS shall remit $8,954,000 US Dollars to USSK and $6,450,000 US Dollars to USSS for their
shares of the cumulative internal and external ERP global design costs being transferred by each
of them to USS.
Appropriate invoices shall be issued as deemed necessary by the Members. All amounts due to
USSK and USSS shall be paid by the fifteenth (15th) day of the calendar month following the
calendar month in which the invoice issued. All amounts due from USSC to USS shall be paid
within sixty (60) days after the invoice is issued.
No transfer of software, software licenses, intellectual property, or ownership in intellectual
property is contemplated under this Agreement.
Both USSK and USSS shall retain all proprietary rights to their portions of the ERP Software.

2.3Additional Funding
The ERP Committee shall determine the extent to which additional funding is required to
conduct the activities contemplated by this Agreement, and shall advise the Members of the
amount of such additional funding and the timing for contribution. Future funds so committed
shall be expended in a manner and on a schedule as determined by the ERP Committee.
ARTICLE 3. GRANT OF RIGHTS TO USE ERP SOFTWARE

3.1 Grant by Grantor Members

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Each Member (the "Grantor Member") hereby grants to each other Member (the "Grantee
Members") the reciprocal nonexclusive, royalty-free right to use the ERP Software and any
Developed ERP Software owned by the Grantor Member outside the Territory of the Grantor
Member during the term of this Agreement.

3.2 Grant of Third-Party Rights

Each Grantor Member hereby grants to the Grantee Members the reciprocal nonexclusive,
royalty-free right to use any and all rights that the Grantor Member shall have with respect to
ERP Software licensed to the Grantor Member by any Third Party, to the extent authorized by
the documents pursuant to which such ERP Software was licensed or otherwise granted to the
Grantor Member ("Third Party Intangibles"). Notwithstanding the above, in the event that the
Grantor Member, by law or otherwise, becomes obligated to pay, or has paid, a royalty with
respect to such Third Party Intangibles, each Grantee Member shall be obligated to make an
appropriate payment to the Grantor Members, which amount shall be determined by the ERP
Committee.

3.3No Further Transfer

A Grantee Member may not further assign, sublicense, make available, or otherwise transfer or
disclose any right to use, develop, or otherwise enjoy any of the ERP Software or Developed
ERP Software granted to such Grantee Member under Section 3.1 of this Article III, or any of
the Third-Party Intangibles granted to such Grantee Member under Section 3.2 of this Article III,
without the express written consent of the respective Grantor Member, provided that this
restriction shall not apply to any transactions entered by USS pursuant to Article IV of this
Agreement.
3.4 Compensation
In return for the grants made in Sections 3.1 and 3.2 of this Article III, each Member shall be
entitled to receive the following:
a.
The royalty-free right to use the ERP Software or Developed ERP
Software granted to it under Section 3.1 of this Article III.
b.
The royalty-free right to use the Third-Party Intangibles granted to it under
Section 3.2 of this Article III.
ARTICLE 4. ERP PROGRAM
4.1 ERP Program
The ERP Program shall include ERP development activity performed by the Members, or
performed by Third Parties and funded by the Members, including, without limitation, (a) global
design, (b) ERP System specific development, and (c) improvements to existing ERP System or
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104
manufacturing processes, relating to the ERP Program. A list of those projects included in the
ERP Program is attached as EXHIBIT B to this Agreement.
Localized efforts by a Member to implement the ERP System shall be directly allocable to that
Member.

4.2 Projects Conducted Prior to the Effective Date

The ERP Program shall include the ERP project conducted by a Member prior to the Effective
Date.

4.3Acquired ERP Systems or Projects

An ERP System or project may be added to the ERP Program on the acquisition of the ERP
System or a portion thereof by purchase, license, or otherwise.

4.4 ERP Program and Budget

a. Annual Operating Plan. The ERP Committee shall prepare an annual
operating plan for the ERP Program ("Annual Operating Plan"), which shall set forth in detail
the objectives to be accomplished during such Year and project future operations and objectives.
The Annual Operating Plan may be changed at any time by the ERP Committee. In the event
that the ERP Committee should fail to adopt an Annual Operating Plan for any Year, the
preceding Annual Operating Plan shall continue in force.
b. Budget. The Annual Operating Plan shall include a budget of planned
expenditures for sources and uses of funds for the current Year and a forecast for the two
subsequent years.

4.5 Cost Sharing

a. Cost Share. Each Member shall be responsible for its proportional share
of the costs of the ERP Program for each Year in which this Agreement is effective, as defined in
Subsection (b) of this Section 4.5.
b. Proportional Share. The proportional share of each Member shall be
determined by its respective proportion of the reasonably anticipated benefits of the Group.
Accenture Consulting determined the proportional share of each Member as set forth in Exhibit
A attached hereto.
c. Contribution. The ERP Committee shall advise the Members of the dates
when cost continuations are to be made, subject to Section 2.2 of this Agreement.

4.6 Roles of Members

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The role of each Member in performing its activities under this Agreement will be set forth in the
Annual Operating Plan. Initially, it is contemplated that the Members will do the following
a. Use their expertise in development of the ERP System; and
b. Use their design expertise to direct ERP into areas where ERP System is
needed and to coordinate efforts to obtain any necessary approvals to implement the ERP
System.
4.7 ERP and Development Responsibilities
The ERP Committee shall approve the scope of the ERP and development work that needs to be
completed by one or more Members in order to achieve the purposes of this Agreement, and
such projects shall be included in the Annual Operating Plan (each, a "Project" or "Projects").
a. The Members shall perform the work specified for each Project. Each
Member covenants with the others that all such work will be performed as specified in the
Project, and that each will cause such work to be performed by its employees utilizing the level
of skill, care, and diligence as is exercised by its respective employees in their own internal
projects of the same or similar nature.
b. All ERP, development, and other work contemplated by this Agreement
shall be performed by the Members via Projects. The total direct costs incurred by a Member
shall be subject to cost sharing as set forth in Section 4.5 of this Agreement.
c. In the event that the ERP Committee shall decide to contract with a Third
Party for work relating to Projects, the services of any such Third Party shall be obtained by the
ERP Committee under circumstances that will protect the confidentiality of ERP Software and
Improvements developed by the Third Party under the same conditions as those set forth in
Section 6.3of this Agreement.
d. Whether the work of a Project is done by the parties or by agreement with
a Third Party, such Project will be set forth in the Annual Operating Plan along with an estimate
of the cost thereof and must be approved by the ERP Committee before becoming effective.
An ERP manager ("ERP Manager") will be appointed by the ERP Committee who will direct the
ERP and development being carried out by the Members and coordinate activities under this
Agreement subject to the oversight of the ERP Committee. The ERP Manager may attend the
meetings of the ERP Committee but will not vote.
f. Nothing set forth in this Agreement shall change in any manner the BSC
Cost Allocation Agreement, as amended, that addresses the allocation of ongoing ERP support
and maintenance costs.
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ARTICLE 5. OWNERSHIP OF DEVELOPED INTANGIBLES

5.1 Legal Title

Legal title to Developed ERP Software shall be in the name of the Member responsible for the
portion of the ERP Program that produced such Developed ERP Software (the "Developing
Member") subject to the rights and obligations of the other members under this Agreement. The
Developing Member shall take such action as may, from time to time, be necessary to protect the
worldwide intellectual property rights in Developed ERP Software, unless the ERP Committee
directs to the contrary.

5.2 Beneficial Rights

Each Member shall have the exclusive right to use the Developed ERP Software for
manufacturing, marketing, and other purposes in its Territory, except as otherwise provided in
this Agreement.
ARTICLE 6. EXCHANGE OF INFORMATION, CONFIDENTIALITY,
AND TRANSFER
6.1 Know-How
During the term of this Agreement, each Member shall promptly disclose to the other Members
its Know-How.
6.2 Improvements
During the term of this Agreement, each Member shall promptly inform the other Members of
any information that it obtains or develops regarding Improvements.
6.3Confidentiality
During the Term of this Agreement, and for a period ten (10) years from the date of expiration
or termination of this Agreement, each Member shall treat this Agreement, Know-How,
Software, ERP Software, Developed ERP Software, Improvements, and all information, data,
reports, and other records that it receives from each other Member (collectively, the
"Confidential Matters") as secret, confidential, and proprietary and shall not disclose or use such
Confidential Matters without the prior written consent of such other Member. Each Member
shall develop and implement such procedures as may be required to prevent the intentional or
negligent disclosure to Third Parties of Confidential Matters communicated to it and its
employees by other Members.
Nothing in this Agreement shall prevent the disclosure by a Member or its employees of
confidential information that:
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107
a. Prior to the transmittal thereof to the Member was of general public
knowledge;
b. Becomes, subsequent to the time of transmittal to the Member, a matter of
general public knowledge otherwise than as a consequence of a breach by the Member of any
obligation under this Agreement;
c. is made public by the Member that provided the Confidential Matters (the
"Sharing Member");
d. Was in the possession of a Member in documentary form prior to the time
of disclosure thereof to it by the disclosing Member, and was held by the Member free of any
obligation of confidence to the disclosing Member or any Third Party; or
e. Is received in good faith from a Third Party having the right to disclose it,
who, to the best of the Member's knowledge, did not obtain the same from a Member and who
imposed no obligation of secrecy on the Member with respect to such information.
ARTICLE 7. Notices
7.1 Notices
Any and all notices, elections, offers, acceptances, and demands permitted or
required to be made under this Agreement shall be in writing, signed by the person giving
such notice, election, offer, acceptance, or demand and shall be effective on receipt.
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ARTICLE 8. TERM AND TERMINATION

8.1 Termination With Respect to All Members

This Agreement may be terminated at any time only by the unanimous written consent of all of
the Members.

8.2 Termination With Respect to Fewer Than All Members

The interest of a Member in this Agreement shall terminate on the occurrence of any of the
following events, the determination of which shall be in the sole discretion of USS and any such
determination shall be effective immediately upon giving notice thereof to the Members.
a. The giving of notice by a Member of a desire to terminate its participation
in this Agreement, but where a majority of Members do not provide a similar notice.
b. The transfer of a substantial portion of the stock or assets of a Member to
a Third Party.
c. The default of a Member with respect to any of its obligations under this
Agreement, and its failure to cure any such default within thirty (30) days following the date of
notice to it from USS identifying such default.
d. The taking of any extraordinary governmental action, including, without
limitation, seizure or nationalization of assets, stock or other property relating to a Member.
e. Any other event that shall cause USS to have concern about the financial
stability of a Member.

8.3Effect of Termination of the Interest of Fewer Than All Members

a. On the occurrence of an event of termination of the interest of a Member
(the "Terminated Member") under Section 8.2 of this Article 8, where there are at least two
Members that are not Terminated Members, the Terminated Member shall continue to have the
rights granted to it hereunder with respect to Know-How, ERP Software, Developed ERP
Software, Improvements, other software and Confidential Matters that it actually used as of the
date of such event of termination during the life of such intangibles, provided that the
Terminated Member shall have no right to assign, sublicense, or otherwise transfer such rights to
any person or entity without the express written consent of USS.
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b. In the event that the Terminated Member shall make any assignment,
sublicense, or other transfer of the items noted in Subsection (a) of this Section 8.3without the
express written consent of USS, then the interest of the Terminated Member in such rights shall
immediately terminate, and the Terminated Member shall have no further interest in such rights
whatsoever.
c. The Terminated Member shall have no interest in any Developed ERP
Software resulting from the ERP Program subsequent to the date of such event of termination.
d. The Members other than the Terminated Member shall continue to have
the rights granted to them under this Agreement with respect to Know-How, ERP Software,
Developed ERP Software, Improvements, other Software and Confidential Matters owned,
developed, or held by the Terminated Member during the life of such intangibles, which rights
shall not be affected by the termination stated in Subsection (b) of this Section 8.3.

8.4 Effect of Termination of this Agreement

In the event of a termination of this Agreement pursuant to Section 8.1 of this Article VIII, USS
shall determine a process that will have the effect of allowing each Member to continue to enjoy
the rights granted to it hereunder with respect to Know-How, ERP Software, Developed ERP
Software, Improvements, other Software and Confidential Matters as of the effective date of
such termination of this Agreement.
ARTICLE 9. MISCELLANEOUS

9.1 Severability
In the event any provision, clause, sentence, phrase, or word hereof, or the application thereof in
any circumstances, is held to be invalid or unenforceable, such invalidity or unenforceability
shall not affect the validity or enforceability of the remainder hereof, or of the application of any
such provision, sentence, clause, phrase, or word in any other circumstances.

9.2 Force Majeure

If the performance of any part of this Agreement by any Member, or of any obligation under this
Agreement, is prevented, restricted, interfered with or delayed by reason of any cause beyond the
reasonable control of the Member liable to perform, unless conclusive evidence to the contrary is
provided, the Member so affected shall, on giving written notice to the other Members, be
excused from such performance to the extent of such prevention, restriction, interference or
delay, provided that the affected Member shall use commercially reasonable efforts to avoid or
remove such causes of nonperformance and shall continue performance with the utmost dispatch
whenever such causes are removed. When such circumstances arise, the Members shall discuss
what, if any, modification of the terms of this Agreement may be required in order to arrive at an
equitable solution.
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9.3Successors and Assigns
This Agreement shall be binding on and shall inure to the benefit of the Members, Affiliates of
Members who have agreed to be bound hereby by using or enjoying the ERP Systems (each, a
"Bound Affiliate") and their respective successors, successors in title, and assigns, and each
Member agrees to execute any instruments that may be necessary or appropriate to carry out and
execute the purpose and intentions of this Agreement and hereby authorizes and directs its
Bound Affiliates, successors, successors in title, and assigns to execute any and all such
instruments. Each and every successor in interest to any Member, whether such successor
acquires such interest by way of gift, devise, assignment, purchase, conveyance, pledge,
hypothecation, foreclosure, or by any other method, shall hold such interest subject to all of the
terms and provisions of this Agreement. The rights of the Members, Affiliates, and their
successors in interest, as among themselves and with Third Parties shall be governed by the
terms of this Agreement, and the right of any Member, Bound Affiliate or successor in interest to
assign, sell or otherwise transfer or deal with its interests under this Agreement shall be subject
to the limitations and restrictions of this Agreement.
9.4 Amendment
No change, modification, or amendment of this Agreement shall be valid or binding on the
Members unless such change or modification shall be in writing signed by the Member or
Members against whom the same is sought to be enforced.

9.5 Remedies Cumulative

The remedies of the Members under this Agreement are cumulative and shall not exclude any
other remedies to which the Member may be lawfully entitled.

9.6 Further Assurances

Each Member hereby covenants and agrees that it shall execute and deliver such deeds and other
documents as may be required to implement any of the provisions of this Agreement.
9.7 No Waiver
The failure of any Member to insist on strict performance of a covenant hereunder or of any
obligation hereunder shall not be a waiver of such Member's right to demand strict compliance
therewith in the future, nor shall the same be construed as a notation of this Agreement.
9.8 Integration
This Agreement constitutes the full and complete agreement of the Members.
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9.9 Captions
Titles or captions of articles and sections contained in this Agreement are inserted only as a
matter of convenience and for reference, and in no way define, limit, extend, or describe the
scope of this Agreement or the intent of any provision hereof.
9.10 Number and Gender
Whenever required by the context, the singular number shall include the plural, the plural
number shall include the singular, and the gender of any pronoun shall include all genders.
9.11 Counterparts
This Agreement may be executed in multiple copies, each of which shall for all purposes
constitute an Agreement, binding on the parties, and each partner hereby covenants and agrees to
execute all duplicates or replacement counterparts of this Agreement as may be required.
9.12 Applicable Law
This Agreement shall be governed by and construed in accordance with the laws of the State of
Delaware, U.S.A.
9.13Computation of Time
Whenever the last day for the exercise of any privilege or the discharge of any duty hereunder
shall fall on a Saturday, Sunday, or any public or legal holiday, whether local or national, the
person having such privilege or duty shall have until 5:00 p.m. on the next succeeding business
day to exercise such privilege, or to discharge such duty.
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IN WITNESS WHEREOF, the Members hereto have caused this Agreement to be
executed on the date first written above by their duly authorized officers.
UNITED STATES STEEL CORPORATION
[SIGNATURE]
[NAME AND TITLE]
[DATE]
U. S. STEEL CANADA INC.
[SIGNATURE]
[NAME AND TITLE]
[DATE]
U. S. Steel Kogice, s.r.o.
[SIGNATURE]
- 4-
[NAME AND TITLE]
[DATE]
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113
U. S. STEEL SERBIA, d.o.o
[SIGNATURE]
[NAME AND TITLE]
[DATE]
15
114
EXHIBIT A
REASONABLY ANTICIPATED BENEFITS
USS 89 %
USSC 11
TOTAL 100 %
16
115
EXHIBIT B
ERP SYSTEMS
ERP MODULES DEVELOPED FROM THE PURCHASED SOFTWARE
Oracle Pool of Funds 1 (P0F1) Programs CERTIFIED
Pooled Programs
Financials
Treasury
(Receivables
Purchasing
Internet Expenses (iExpenses)
Procurement Contracts
A dvanced Collections
Internal Controls Manager
Human Resources
Sourcing
Project Management
iProcurement
iSupplier
Discrete Manufacturing
Enterprise A sset Mgmt
Process Manufacturing
Trade Management
Project Costing
Service Procurement
Self-Service Work Request
Inventory Manager
Order Management
Configurator
Pooled Program Technology (Limited use licensing included in above POF1 modules)
Oracle Database Enterprise Edition#
Real A pplication Clusters#
Partitioning#
Grid Control - Tuning Pack#
Grid Control - Diagnostics Pack#
Grid Control - Configuration Management Pack#
Grid Control - Change Management Pack#
Internet A pplication Server#
A pplication Server'Grid Control Diagnostics Pack#
A pplication Server Grid Control Change Management Pack#
Internet Developer Suite#
12 Technologies
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116
A gile Business Process Platform
Restricted Use License
A BPP Development Tools Restricted Use
Supply Chain Planner
Supply Chain Planner - Profit Optimizer Module
Supply Chain Planner - Master Planning A ccelerator
Supply Chain Strategist - Tactician
Demand Fulfillment Real Time Order Promising
Demand Fulfillment NG
Scenario Management
Demand Manager
Factory Planner - Discrete
Performance Manager for:
Demand Fulfillment, Demand Manager, Factory Planner, and Supply Chain Planning
Material A llocator
i2 Order Planning & Fulfillment
Other Oracle Licensed Software (each listed in blue represents a suite of programs)
Fusion Middleware
OBIEE
UPK
On Demand
ODS
SOA
Hyperion
Internet A pplication Server
Weblogic
Oracle Product Hub Data Steward
Oracle Product Hub A dd On
Strategic Network Optimizer (SNO)
Hewlett Packard (HP)
Quality Center
Project Portfolio Management
QTP
Loadrunner
HarteHanks
Trillium Software
Quest
Toad Software
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TAB E
This is Exhibit _LI ref erred to in the
a f f id a v it o f ...1 21 .1 .cLa e / 4
sw o rn bef o re me, this -
d a y o f .......
A COMMI SSI ONER FOR TAKI NG AFFI DAVI TS
LIMITED RISK DISTRIBUTOR AGREEMENT
CONTRACT NO.: USSLRD -2008
THIS A GREEMENT is entered into this 1st day of February 2008 between
United States Steel Corporation, a Delaware corporation with its principal
place of business at 600 Grant Street, Pittsburgh, Pennsylvania, 15219,
U.S.A ., (hereinafter called "Seller"); and,
U. S. Steel Canada Inc., a company existing under the Canada Business
Corporations A ct having its principal office and place of business at 386 Wilcox
Street, P.O. Box 2030 Hamilton, Ontario Canada, (hereinafter called "Buyer").
WITNESSETH:
WHEREA S, Seller may from time to time at Buyer's request procure and
sell to Buyer certain raw materials; and
WHEREA S, the parties wish to enter into an agreement governing the
terms of such transactions.
NOW, THEREFORE, in consideration of the mutual promises and
conditions herein contained, the parties hereto, intending to be legally bound, do
hereby agree as follows:
1.0 AGREEMENT
This A greement (including any and all exhibits hereto) shall exclusively
govern the transactions covered thereby and the legal relationship between
the parties with respect thereto.
2.0 CONTRACT TERM_
This contract will govern all sales and purchases of Materials (as defined
below) (each sale and purchase'a "Transaction," collectively "Transactions")
from February 1, 2008 until terminated by either party upon thirty (30) days
prior written notice.
3.0 MATERIAL
The material to be sold by Seller and purchased by Buyer, shall be various
raw materials used in the production of coke, iron and steel, including, but
not limited to coal, coke and iron ore products, scrap steel, and alloying
agents (hereinafter "Material"). The Material will be produced by third party
manufacturers (hereinafter "Producers").
1
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Page No. 2
4.0 QUANTITY
The quantity of Material sold and purchased pursuant to each Transaction
shall be as set forth in a purchase order to be issued by Buyer and
accepted by Seller (hereinafter "Purchase Order").
5.0 SPECIFICATIONS
A ll technical specifications of the Material sold and purchased pursuant to
each Transaction shall be as set forth in the Purchase Order.
6.0 PRICE AND DISTRIBUTOR FEES
6.1The base price of the Material sold and purchased pursuant to each
Transaction ("Base Price") shall be as set forth in the Purchase Order
6.2In addition to the Base Price, Seller shall charge a distributor fee of
$0.25 per metric ton for ocean shipments, $0.25 per net ton for rail
shipments, or $0.25 per gross ton for lake shipments ("Fee").
6.3 The Base Price, Fee, and the total of the two (which shall be referred
to as the "Total Material Price") shall be set forth in the Purchase
Order.
6.4 In addition to the Total Material Price, Seller shall charge
Transportation and Testing Charges (as defined in Section 7.2).
7M SALES BASIS

7.1The sales basis for all Material sold and purchased hereunder
shall be FOB port of loading (Incoterms 2000), or as the parties
may otherwise agree.

7.2 The Transportation and Testing Charges to be charged by Seller to

Buyer shall be the total of the actual costs (without mark-up) paid by
Seller to third party providers, if any, including but not limited to,
Vessel demurrage or dispatch charges.

7.3 In accordance with the type of Material and the sales basis on the
Purchase Order, either Buyer or Seller shall arrange and pay for the
following:
7.3.1Transporting the Material via Vessel(s) from the Load Port to
a port designated by the Buyer ("Destination Port");
7.3.2 Unloading the Material from the Vessel(s) at the Destination
Port and transporting the Material to the place of ultimate
destination;
7.3.3 Unloading the Material from the conveyance location for
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Page No. 3
transport to the place of ultimate destination; and,
7.3.4 A ny and all costs related to the importation of. the Material
into Canada.

8.0 RISK OF LOSS AND TITLE TRANSFER

Title to, and risk of loss for, the Material shall pass from Seller to Buyer in
accordance with the Purchase Order.

9.0 OCEAN SHIPPING ARRANGEMENTS

9.1Shipment Dates. The dates of shipment for Material sold and

purchased pursuant to each Transaction shall be as set forth in the
Purchase Order.

9.2Notification to Buyer. Three (3) business days following the issuance

of a signed Mate's Receipt (for each Vessel), Seller shall provide
Buyer with written notification, sent via e-mail, containing the
following information;
A . Contract No: USSLRD - 2008;
B. Purchase Order No.;
C. Name of Vessel;
D. Gross weight of Material as loaded on Vessel;
E. Name of Load Port; and
F. ETA Destination Port.
This information should be sent to the attention of:
A ttn: Eric A llan
386 Wilcox Street
Hamiliton, Ontario
Canada, L8N 3T1
Vanessa Patterson
386 Wilcox Street
Hamiliton, Ontario
Canada, L8N 3T1

9.3 Shipping Documents:

9.3.1Within five (5) days following each Vessel's departure, Seller
shall provide Buyer with the following documents, collectively
referred to as "Shipping Documents:"
A . Two (2) originals and three non-negotiable copies of
the Bill of Lading annotated as follows:
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Page No. 4
Consigned to:
U. S. Steel Canada Inc.
Eric A llan
386 Wilcox Street
P.O. Box 2030
Hamilton, Ontario
Canada, L8N 3T1
Notify Party
The designated port agent as agreed to by the parties
B. Commercial Invoice (as specified in Section 10.2)
C. Certificate of Weight
D. Certificate of A nalysis; and
E. Certificate of Origin.
9.3.2 Transmittal of Shipping Documents
A . The Shipping Documents shall be sent to:
U. S. Steel Canada Inc.
386 Wilcox Street
P.O. Box 2030
Hamilton, Ontario
Canada, L8N 3T1
B. One (1) original Bill of Lading shall be sent to:
The designated port agent as agreed to by the parties
9.3.3 Buyer will notify Seller of any new customs requirements at
any Destination Port in a timely manner.
10.0 RAIL SHIPMENTS
10.1For Material shipped by rail, the dates of shipment shall be as set
forth in the Purchase Order. Seller shall provide notice to Buyer with
written notification, sent via email, containing the following
information:
A . Contract No. USSLRD-2008;
B. Purchase Order No.;
C. Rail car numbers;
D. Weight of the material as listed on the railroad waybill;
E. Destination of Material;
This information should be sent to the attention of:
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Page No. 5
Eric A llan
386 Wilcox Street
Hamiliton, Ontario
Canada, L8N 311
Vanessa Patterson
386 Wilcox Street
Hamiliton, Ontario
Canada, L8N 3T1
10.2 Within five (5) days of shipment of the Material, Seller shall provide
Buyer with a Commercial Invoice which shall include the price of the
Material and the distributor fee and any Transportation and Testing
Charges as defined in Section-7.2. The Commercial Invoice shall be
in a form substantially similar to Section 12.2, modified for rail
shipments.
11.0 Lake Shipments
11.1For Material shipped by lake vessel, the dates of shipment shall be
as set forth in the Purchase Order. Seller shall provide notice to
Buyer with written notification, sent via email, containing the following
information:
A . Contract No. USSLRD-2008;
B. Purchase Order No.;
C. Name of Vessel;
D. Gross weight of the material as loaded on the Vessel;
E. Name of Load Port
F. ETA Destination Port;
This information should be sent to the attention of:
Eric A llan
386 Wilcox Street
Hamiliton, Ontario
Canada, L8N 311
Vannessa Patterson
386 Wilcox Street
Hamiliton, Ontario
Canada, L8N 3T1
11.2 Shipping Documents
11.2.1Within five (5) days following each Vessel's departure, Seller
shall provide Buyer with the following documents, collectively
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Page No. 6
referred to as "Shipping Documents:"
A .
Two (2) originals and three non-negotiable copies of
the Bill of Lading annotated as follows:
Consigned to:
U. S. Steel Canada Inc.
386 Wilcox Street
P.O. Box 2030
Hamilton, Ontario
Canada, L8N 3T1
Notify Party
The designated port agent as agreed to by the parties
B.
Commercial Invoice (as specified in Section 12.2)
C. Certificate of Weight
D. Certificate of A nalysis; and
E. Certificate of Origin.
11.2.2 Transmittal of Shipping Documents
A .
The Shipping Documents shall be sent to:
U. S. Steel Canada Inc.
Eric A llan
386 Wilcox Street
P.O. Box 2030
Hamilton, Ontario
Canada, L8N 3T1
B.
One (1) original Bill of Lading shall be sent to:
The designated port agent as agreed to by the parties
11.2.3 Buyer will notify Seller of any new customs requirements at
any Destination Port in a timely manner.
12. INVOICING AND PAYMENT
12.1Payment shall be via wire transfer, pursuant to the wire transfer
instructions set forth in the Commercial Invoice, within five (5) days of
the payment date specified in Seller's invoice with Producers,
unless otherwise agreed by the parties.
12.2 Within the time period specified in Section 9.3 for ocean shipments,
Section 11.2 for lake shipments and Section 10.2 for rail shipments,
Seller shall issue to Buyer a Commercial Invoice for each Vessel (or
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Page No. 7
rail shipment) setting forth the following terms and specifications:
A . Name and address of Seller;
B. Name and address of Buyer;
C. Seller's wire transfer instructions;
D. FOB Stowed Load Port (Incoterms 2000);
E. Description of Material;
F. Country of origin and name of Producer;
G. Contract No. XXXXX;
H Purchase Order No.;
I.
Terms of payment (as per subsection 10.1, above);
J. Quantity shipped in metric tons;
K
Total Price (with Base Price, Fee, and Transportation and
Testing Charges listed as separate line items); and
L. Vessel name.
A ny communication to Seller regarding payment should be sent,
via facsimile and/or electronic transmission, to:
United States Steel Corporation
Ramona Schaeffer
600 Grant Street, Suite 1915
Pittsburgh PA , 15219
Phone: 412-433-5655
13.0 WEIGHING, SAMPLING AND ANALYSIS FOR OCEAN VESSEL
SHIPMENTS
13.1A t the Load Port, Seller shall, at Seller's expense, determine the
weight of the Material loaded on-board each Vessel to the nearest
one hundredth of a metric ton by a survey of the vessel draught
utilizing vessel immersion scale weights by a certified marine
surveyor.
13.2 The parties agree that the weight as determined in accordance with
subsection 11.1, above, shall be the basis for the Commercial
Invoice provided for in Section 10.
13.3 A t the Load Port, Seller shall, at Seller's expense, determine the
quality of the Material loaded on-board each Vehicle according to the
latest International Standard Organization (ISO), or equivalent,
procedures in respect of the chemical analysis, size structure and
the percentage of free moisture loss. Seller shall provide Buyer with
a certificate showing details of the determination ("Certificate of
A nalysis"). Buyer may, at Buyer's expense, have its representatives
present at the time of such determination.
13.4 Buyer shall have the right to verify the quality of the delivered
Material. A t the Destination Port, Buyer shall divide each respective
sample into three parts, one for Buyer, one for Seller, and the third
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Page No. 8
part for possible umpire analysis. Seller may participate, at Seller's
expense, at such quality inspection performed by Buyer. If Seller
does not agree with the results of quality analysis performed by
Buyer, the results shall be confirmed by an independent inspection
agency (agreed to by the parties) issuing a quality certificate based
upon the analysis of the third sample provided by Buyer. A ll costs
thus incurred shall be borne by the party that was in error, as
determined by the independent inspector.
14.0 FORCE MAJEURE
14.1If any party is rendered unable, wholly or in part, by reason of force
majeure to carry out its obligations under this A greement, other than
the obligation to make money payments, that party shall give to the
other party prompt written notice of the force majeure with
reasonably full particulars concerning it. The obligations of the party
giving the notice, so far as they are affected by the force majeure,
shall be suspended during, but no longer than, the continuance of
the force majeure. The affected party shall use all reasonable
diligence to remove the force majeure as quickly as possible.
14.2 The requirement that any force majeure shall be remedied with all
reasonable diligence shall not require the settlement of strikes,
lockouts, or other labor difficulty by the party involved, contrary to its
wishes. The handling of all such difficulties shall be entirely within
the discretion of the party concerned.
14.3 For purposes of this Section, the term "force majeure" shall mean an
act of God, strike or other difference with workmen, riot, fire, storm,
floocl-,-- explosion, shortage of utility, facility, material or labor, delay in
transportation, compliance with or other action taken to carry out the
intent or purpose of any law or regulation, and any other cause,
whether of the kind specifically enumerated above or otherwise,
which is not reasonably within the control of the party invoking the
provisions of this Section 14.
15.0 LIMITED WARRANTY
15.1Seller warrants title to the Material sold hereunder and further
warrants that the Material will conform to the specifications set forth
in the Purchase Order. NOTWITHSTA NDING A NYTHING TO THE
CONTRA RYCONTA INED HEREIN, THE ONLYQUA LITY
SPECIFICA TIONS THA T THE MA TERIA L SHA LL BE REQUIRED
TO MEET SHA LL BE THE SPECIFICA TIONS SET FORTH IN THE
SA LES ORDER A ND, (A ) EXCEPT THA T SUCH MA TERIA L WILL
COMPLYWITH THE SPECIFICA TIONS SET FORTH IN THE
SA LES ORDER, SELLER MA KES NO REPRESENTA TION OR
WA RRA NTY, EXPRESS OR IMPLIED, A T LA W OR IN EQUITY,
RELA TING TO THE MA TERIA L INCLUDING, WITHOUT
LIMITA TION, A NYREPRESENTA TION OR WA RRA NTYA S TO
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MERCHA NTA BILITY, FITNESS FOR A PA RTICULA R PURPOSE
OR FOR ORDINA RYPURPOSES; A ND (B) SELLER MA KES NO,
A ND HEREBYDISCLA IMS A NY, OTHER REPRESENTA TION OR
WA RRA NTYREGA RDING THE MA TERIA L.
15.2 Seller will, upon request and as long as it is permitted by Seller's
agreement with the Producer, assign all Producer warranties to
Buyer.
16.0 LIMITATION OF REMEDIES
BUYER'S REMEDIES FOR DAMAGED OR NON-CONFORMING
MATERIAL SOLD HEREUNDER SHALL BE LIMITED TO
REPLACEMENT OF THE MATERIAL OR REPAYMENT OF THE
PURCHASE PRICE. SELLER'S LIABILITY FOR ANY OTHER BREACH
OF THIS AGREEMENT SHALL BE LIMITED TO THE DIFFERENCE
BETWEEN THE DELIVERED PRICE OF THE MATERIAL AND THE
MARKET PRICE OF SUCH MATERIAL AT BUYER'S DESTINATION
AT THE TIME OF SUCH BREACH. IN NO EVENT SHALL SELLER BE
LIABLE FOR PERSONAL INJURY, PROPERTY DAMAGE, THE COST
OF ANY LABOR OR INDIRECT, SPECIAL OR CONSEQUENTIAL
DAMAGES, LOST PROFITS OR PUNITIVE DAMAGES WITH RESPECT
TO THE MATERIAL SOLD HEREUNDER.
17.0 NOTICES
A ny notice or other communication required or permitted hereunder shall be
in writing and shall be deemed sufficiently given on the date received if
delivered by any reasonable means including, but not limited to, personal
delivery,_ acknowledged telecopy, overnight delivery_ service that provides
proof of receipt, or by registered mail (return receipt requested) postage
prepaid, addressed as follows:
If to Seller:
United States Steel Corporation
600 Grant Street, Room 411
Pittsburgh, PA 15219
Phone: 412-433-6366
Fax: 412-433-3624
A ttn: Manager, Raw Materials
If to Buyer:
U. S. Steel Canada Inc.
386 Wilcox Street
P.O. Box 2030
Hamilton, Ontario
Canada, L8N 3T1
Phone: 905-528-2511
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Page No. 10
Fax:

905-308-7010
A ttn:

Eric A llan, Raw Materials

18.0 DISPUTE RESOLUTION
18.1In the event that Seller, on the one hand, and Buyer, on the other
hand, disagree as to the amount or calculation of any payment to be
made under this A greement, or the interpretation or application of
any provision under this A greement, the parties shall attempt in good
faith to resolve such dispute (the "Dispute"). The parties shall
escalate the Dispute through the executive chain of command, such
that if the chief tax officers are unable to resolve the Dispute within
ten calendar days, the chief financial officers will attempt to resolve
the Dispute. If such Dispute is not resolved by the chief financial
officers within thirty (30) calendar days following the commencement
of the Dispute, each of Buyer and Seller shall have the right to
submit such Dispute to arbitration in accordance with the procedures
set forth in this Section 18. Resolution of any and all such Disputes
("Dispute Resolution") shall be exclusively governed by and settled in
accordance with the provisions of this Section 18; provided that
nothing contained herein shall preclude either party from seeking or
obtaining injunctive relief or equitable or other judicial relief to
enforce this Section 18.
18.2 Buyer or Seller may commence proceedings hereunder by delivering
a written notice (the "Demand") to the other Party providing a
reasonable description of the Dispute to the other and expressly
requesting resolution hereunder. In the event that a Dispute involves
the amount of a payment under this A greement, the Party with the
payment obligation shall make such payment before commencing
arbitration under this Section.
18.3 Following delivery of the Demand, Seller and Buyer shall jointly retain
a tax attorney or certified public accountant that is a member of a
nationally recognized law firm or nationally recognized accounting
firm or a tax professor at an accredited law school (the "A rbitrator")
to resolve the Dispute. In the event that the Parties are unable to
agree on an A rbitrator, the Dispute shall be resolved by a panel
consisting of three A rbitrators acting by majority vote (the "Panel"). Of
the three A rbitrators comprising the Panel, one A rbitrator shall be
selected by Buyer, one A rbitrator shall be selected by Seller, and one
A rbitrator shall be jointly selected by the A rbitrators selected by Buyer
and Seller.
18.4 The A rbitrator or Panel shall act as an arbitrator to resolve all points
of disagreement and its decision shall be final and binding upon all
parties involved. Seller and Buyer shall each take, or cause to be
taken, any action necessary to implement the decision of the
A rbitrator or Panel. The fees and expenses relating to the A rbitrator
or Panel shall be borne equally by Seller and Buyer unless the
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A rbitrator or Panel decides otherwise.
18.5 The place of arbitration shall be Pittsburgh, Pennsylvania, USA , or
such other place as the parties may mutually agree in writing.
18.6 The language of the arbitration proceedings shall be English.
18.7 The law applicable to this arbitration agreement shall be the
arbitration law of the place of the arbitration, unless the parties have
expressly agreed in writing on the applicability of another arbitration
law, and the law of the place of arbitration permits such agreement.
18.8 The arbitration award shall be in writing and be accompanied by a
reasoned opinion specifying the factual and legal bases for the
award.
18.9 The A rbitrator or Panel shall have no authority to award punitive
damages, consequential damages, or any other damages not
measured by the prevailing party's direct, actual damages.
18.10 A LL PA RTIES HERETO RENOUNCE THE RIGHT TO CLA IM FOR
A ND RECEIVE INDIRECT OR CONSEQUENTIA L DA MA GES,
INCLUDING THOSE A RISING FROM LOSS OF TIME, LOSS OF
PROFITS, OR LOSS OF PRODUCTION. THIS EXCLUSION IS
INDEPENDENT OF A NYOTHER REMEDYSET FORTH IN THIS
A GREEMENT.
19.0 CHOICE OF LAW
The A greement shall be construed according to the laws of the
Commonwealth of Pennsylvania, USA , exclusive of the principles contained
therein regarding conflicts of laws and exclusive of any principles therein
that would require the application of the United Nations Convention of
Contracts for the International Sale of Goods ("CISG"). CISG shall not
apply to this A greement or to any other contractual relationships between
the parties to this A greement.
20.0 WAIVERS
No waiver of any breach of this A greement shall be held to be a waiver of
any other or subsequent breach.
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21.0 SEVERABILITY
In case any one or more of the provisions contained in this A greement is
adjudged to be invalid, illegal or unenforceable in any respect, the validity,
legality and enforceability of the remaining provisions contained herein shall
not in any way be affected or impaired thereby, except to the extent
necessary to avoid an unjust or inequitable result.
22.0 THIRD PARTY RIGHTS
This Agreement is intended to be solely for the benefit of the
parties hereto and is not intended to confer any benefits upon or
create any rights in favor of, any person or entity other than the
parties hereto, or as may be otherwise expressly provided to the
contrary elsewhere in this Agreement.
23.0 AMENDMENT
This A greement shall not be amended or modified except by an instrument
in writing signed by both parties that makes reference to this A greement
and the parties' intention to amend or modify this A greement.
24.0 ENTIRE AGREEMENT
This A greement contains the entire and only agreement between Seller and
Buyer in relation to the subject matter hereof, there being merged herein
any and all prior collateral representations, promises and conditions in
connection with the subject matter hereof. This A greement may not be
modified or amended except by a written agreement executed by
authorized representatives of Buyer and Seller.
25.0 INCOTERMS
Unless otherwise specified herein, the interpretations of terms contained in
this contract shall be as per Incoterms 2000 published by International
Chamber of Commerce, Paris.
26.0 CAPTIONS
The captions of this A greement are for the purposes of reference only and
shall not limit or otherwise affect the meaning hereof.
129
ACCEPTED:
FOR AND ON BEHALF OF
UNITED STATES STEEL
CORPORATION
ame: James McConnell
Title: General Manager
Raw Materials
Page No. 13
27.0 COUNTERPARTS
This A greement may be executed simultaneously in counterparts, each of
which shall be deemed an original, but which together shall constitute one
and the same instrument.
ACCEPTED:
FOR AND ON BEHALF OF
U. S. Steel Canada Inc.
Name:
Title:
Vit4)-4- Ca
130
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LIMITED RISK DISTRIBUTOR AGREEMENT K
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CONTRACT NO.: USSK 2008-011 ACOAAMISSIONER FOR TAKING AFFIDAVITS

THIS A GREEMENT is entered into this 1st day of May, 2008 between U. S.
Steel Kosice, s.r.o., with offices at Vstupny A real U. S. Steel, 044 54 Kosice,
Slovak Republic, with place of business identical to the office address, registered
at the Company register of District Court Kosice I, section: Sro, file number:
11711N, identification number: 36 199 222, tax identification number:
2020052837, identification number for VA T: SK2020052837, bank: Citibank
(Slovakia) a.s., Mlynske nivy 43, Bratislava, bank account No. (IBA N USD): SK63
8130 0000 0020 0360 0000 number: 2020052837, identification number for VA T:
SK2020052837 (hereinafter called "Seller") and U. S. Steel Canada Inc., with
offices at 386 Wilcox Street, P.O. Box 2030, Hamilton Ontario Canada, L8N 3T1,
(hereinafter called "Buyer")
WITNESSETH:
WHEREA S, Seller may from time to time at Buyer's request procure and
sell to Buyer certain raw materials; and
WHEREA S, the parties wish to enter into an agreement governing the
terms of such transactions.
NOW, THEREFORE, in consideration of the mutual promises and
conditions herein contained, the parties hereto, intending to be legally bound, do
hereby agree as follows:
1.0 AGREEMENT
This A greement (including any and all exhibits hereto) shall exclusively
govern the transactions covered thereby and the legal relationship between
the parties with respect thereto.
2.0 CONTRACT TERM
This contract will govern all sales and purchases of Materials (as defined
below) (each sale and purchase, a "Transaction," and, collectively,
"Transactions") from May 1, 2008 until terminated by either party upon thirty
(30) days prior written notice to the other.
3.0 MATERIAL
The material to be sold by Seller and purchased by Buyer, shall be various
raw materials used in the production of coke, iron and steel, including, but
not limited to coal, coke and iron ore products, scrap steel, and alloying
agents (hereinafter "Material"). The Material will be procured by Seller from
SC1;ilENS.4 PPROI ED
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third party manufacturers located in Europe (hereinafter "Producers") or
third party suppliers located in Europe (hereinafter "Suppliers").
4.0 QUANTITY
The quantity of Material sold and purchased pursuant to each Transaction
shall be as set forth in a purchase order to be issued by Buyer and
accepted by Seller (hereinafter, and in respect of each such Transaction,
the "Purchase Order").
5.0 SPECIFICATIONS
A ll technical specifications of the Material sold and purchased pursuant to
each Transaction shall be as set forth in the Purchase Order.
6.0 PRICE AND DISTRIBUTOR FEES
6.1The base price of the Material sold and purchased pursuant to each
Transaction ("Base Price") shall be asset forth in the Purchase
Order.
6.2In addition to the Base Price, Seller shall charge a distributor fee of
$0.25 per metric tonne ("Fee").
6.3 The Base Price, Fee, and the total of the two (which shall be referred
to as the "Total Material Price") shall be set forth in the Purchase
Order.
6.4 In addition to the Total Material Price, Seller shall charge
Transportation and Testing Charges (as defined in Section 7.2)
7.0 SALES BASIS

7.1The sales basis for all Material sold and purchased hereunder shall
be FOB Stowed, European ocean port of loading (Incoterms 2000),
or as the parties may otherwise agree and memorialize in the
Purchase Order.

7.2Seller shall arrange and pay for the following, all of which shall be
referred to collectively as the "Transportation and Testing Charges":
7.2.1Loading the Material into railcars, trucks, or barges
(collectively referred to as "Vehicle(s)") at the Producer's
facility;
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7.2,2 Transporting the Material via one or more modes of transport
from the Producer's facility to a European port of loading
("Load Port"), including unloading the Material;
7.2.3 Storing the Material at the Load Port;
7.2.4 Loading the Material on-board a Vessel or Vessels (as
defined below) at the Load Port;
7.2.5 Weighing the material at the Load Port;
7.2.6 Testing the Material at the Load Port as required or requested
by Buyer; and
7.2.7 A ny and all costs related to the transit of the Material within
Europe and the exportation of the Material from Europe.
7.3 The Transportation and Testing Charges to be charged by Seller to
Buyer shall be the total of the actual costs (without mark-up) paid by
Seller to third party providers.
7.4 Unless otherwise agreed, Buyer shall arrange and pay for the
following:
7.4.1Transporting the Material via Vessel(s) from the Load Port to
a port designated by the Buyer ("Destination Port");
7.4.2 Unloading the Material from the Vessel(s) at the Destination
Port and transporting the Material to the place of ultimate
destination; and
7.4.3 A ny and all costs related to the importation of the Material into
any country outside of Europe.
8.0 RISK OF LOSS AND TITLE TRANSFER
Title to, and risk of loss of, the Material shall pass from Seller to Buyer
when the Material is loaded into Vessel(s) at the Load Port.
9.0 OCEAN SHIPPING ARRANGEMENTS
9.1Vessel/Nomination.
9.1.1Buyer shall, at its risk and expense, charter and arrange an
appropriate bulk vessel(s), capable of transporting the
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quantity of Material sold and purchased pursuant to each
Transaction ("Vessel(s)").
9.1.2 Buyer shall ensure that at the time of each Vessel (s') arrival
at the Load Port, all Vessel holds to be loaded are completely
empty, with hatch openings sufficient to permit the cargo load
devices at the Load Port to operate at normal speed.
9.2Notification to Seller.
9.2.1Buyer shall inform Seller of the following information with
respect to each Vessel at the earliest moment after each
Vessel has been chartered, but in no event later than fifteen
(15) days prior to each Vessel's arrival at the Load Port:
A . name of vessel;
B. laydays period;
C. vessel GRT / NRT;
D. vessel length and beam;
E. dead weight;
F. number of holds and hatches to be loaded and their
dimensions;
G. owners or disponent owner; and
H. estimated date of arrival at the Load Port.
9.2.2 Buyer shall notify (or shall cause ship's master to notify) Seller
of the ETA of each Vessel at the Load Port at the following
intervals prior to such ETA :
A . 7 days;
B. 5 days;
C. 48 hours; and
D. 24 hours.
9.2.3 The information specified in subsections 9.2.1and 9.2.2,
above should be sent via e-mail to the following address:
saconleinsk.uss.com
kkepesovask.uss.com
9.2.4 Seller will advise Buyer of the specific notification intervals
required by the Load Port. Buyer shall cause Ship's Master to
notify Load Port based on such requirements.
9.3 Shipment Dates. The dates of shipment for Material sold and
purchased pursuant to each Transaction shall be as set forth in the
Purchase Order.
SCHVALENEMPPROVED
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9.4 Notification to Buyer. Three (3) business days following the

issuance of a signed Mate's Receipt (for each Vessel), Seller shall
provide Buyer with written notification, sent via e-mail, containing the
following information:
A . Contract No. USSK2008-01;
B. Purchase Order No.;
C. Name of Vessel;
D. Gross weight of Material as loaded on Vessel;
E. Name of Load Port; and
F. ETA Destination Port.
This information should be sent to the attention of:
A ttn: Dana Johnson
International Logistics
E-mail: dcjohnson@uss.com
Phone: 412-433-6135
Fax: 412-433-6560
with a copy to:
A ttn:
Raw Materials
E-mail: eric.A llan@stelco.ca
Phone: 905-528-2511x2157
Fax: 905-308-7010

9.5Charter Party Details

Prior to chartering Vessel(s) for a specific Purchase Order, Buyer
shall contact Seller's General Manager of Strategic Raw Materials
for the exact terms to be included in the charter party which will
cover transport of the Material. The Iaycan period, load rates, type
of vessel (size and gear), and practice of Load Port with regard to
Notice of Readiness should be agreed to between Seller and Buyer
prior to Vessel fixture. Seller shall advise Buyer of Seller's vessel
agent to be appointed at Load Port.
9.6Shipping Documents:
9.6.1Within five (5) days following each Vessel's departure, Seller
shall provide Buyer with the following documents, collectively
referred to as "Shipping Documents:"
Sail" VkAPPROYEI
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A . Two (2) originals and three non-negotiable copies of
the Bill of Lading annotated as follows;
Consigned to:
U. S. Steel Canada Inc.
386 Wilcox Street
P.O. Box 2030
Hamilton, Ontario Canada, L8N 3T1
Notify Party
The designated port agent as agreed to by the parties.
B. Commercial Invoice (as specified in Section 10.2)
C. Certificate of Weight
D. Certificate of A nalysis; and
E. Certificate of Origin.
9.6.2 Transmittal of Shipping Documents
A . The Shipping Documents shall be sent to:
U. S. Steel Canada Inc.
386 Wilcox Street
Hamilton, Ontario Canada, L8N 3T1
A ttention: Eric A llan
Facsimile: 905-528-2511x2157
B. One (1) original Bill of Lading shall be sent to:
The designated port agent as agreed to by the parties
9.6.3 Buyer will notify Seller of any new customs requirements at
any Destination Port in a timely manner.
10.0 INVOICING A ND PA YMENT
10.1Payment shall be via bank wire transfer, pursuant to the wire transfer
instructions set forth in the Commercial Invoice, within thirty days
(30) of issuance of the Commercial Invoice, unless otherwise agreed
by the parties.
10.2 Within the time period specified in Section 9.6, Seller shall issue to
Buyer a Commercial Invoice for each Vessel setting forth the
following terms and specifications:
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A . Name and address of Seller;
B. Name and address of Buyer;
C. Seller's wire transfer instructions;
D. FOB Stowed Load Port (Incoterms 2000);
E. Description of Material;
F. Country of origin and name of Producer;
G. Contract No. USSK2008-01;
H Purchase Order No.;
I. Terms of payment (as per subsection 10.1, above);
J. Quantity shipped in metric tons;
K. Total Price (with Base Price, Fee, and Transportation and
Testing Charges listed as separate line items); and
L. Vessel name.
10.3 The day of settlement shall be the day the amount due is credited to
the Seller's bank account.
10.4 A ll banking fees and charges of the corresponding banks shall be
borne by the Buyer. A ll banking fees and charges of the Seller's
bank shall be borne by the Seller.
10.5 If Buyer fails to pay in a timely manner, Seller shall be entitled to
charge the Buyer interest on late payment in the amount of .01%of
sum due for each day of such delay (3.65% per annum). Late
payment interest shall not exceed 60%of the sum due on an annual
basis. The interest on late payment shall be payable within thirty
(30) days from the date of delivery of the corresponding invoice.
10.6 A ny communication to Seller regarding payment should be sent, via
facsimile and/or electronic transmission, to:
Scott A . Conley
U. S. Steel Kosice, s.r.o.
Vstupny areal U. S. Steel
044 54 Kosice
Slovak Republic
(fax) +421-55-673-30-515
(email) saconley@sk.uss.com
Tim West
U. S. Steel Kosice, s.r.o.
Vstupny areal U. S. Steel
044 54 Kosice
Slovak Republic
(fax) +421-55-673-30-085
(email) trwest@sk.uss.com
WHY = ';4 71,4 PFRO
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11.0 WEIGHING, SAMPLING AND ANALYSIS
11.1A t the Load Port, Seller shall, at Seller's expense, determine the
weight of the Material loaded on-board each Vessel to the nearest
metric tonne by a survey of the vessel draught utilizing vessel
immersion scale weights by a certified marine surveyor.
11.2 The parties agree that the weight as determined in accordance with
subsection 11.1, above, shall be the basis for the Commercial
Invoice provided for in Section 10.
11.3 A t the Load Port, Seller shall, upon Buyer's request, and at Seller's
expense, determine the quality of the Material loaded on-board each
Vehicle according to the latest International Standard Organization
(ISO), or equivalent, procedures in respect of the chemical analysis,
size structure and the percentage of free moisture loss. Seller shall
provide Buyer with a certificate showing details of the determination
("Certificate of A nalysis"). Buyer may, at Buyer's expense, have its
representatives present at the time of such determination. If such
testing at the Load Port is not specifically required by the Buyer, the
certificate of analysis issued by the Producer or Supplier or third
party laboratory when delivering the Material to the Seller shall be
used as final.
11.4 Buyer shall have the right to verify the quality of the delivered
Material. A t the Destination Port, Buyer shall take samples of
Material and divide each respective sample into three parts, one for
Buyer, one for Seller, and the third part for possible umpire analysis.
Seller may participate, at Seller's expense, at such quality
inspection performed by Buyer. If Seller does not agree with the
results of quality analysis performed by Buyer, the results shall be
confirmed by an independent accredited inspection agency (agreed
to by the parties) issuing a quality certificate based upon the analysis
of the third sample provided by Buyer. A ll costs thus incurred shall
be borne by the party whose results were further apart from the
results determined by the independent inspector.
12.0 C-TPA T
Seller acknowledges that Buyer is a certified member of the Customs-
Trade Partnership A gainst Terrorism ("C-TPA T") program and that supply
chain security is of the utmost importance to Buyer. Seller represents and
warrants that it will review the security measures in place at each
Producer's facility and will confirm that those measures conform to C-TPA T
requirements prior to purchasing Material from that Producer on Buyer's
behalf. Unless otherwise approved by Buyer, Seller agrees only to utilize
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carriers for the Material (truck, sea, and rail) that are C-TPA T members or
that have equivalent security in place.
13.0 FORCE MAJEURE
13.1If any party is rendered unable, wholly or in part, by reason of force
majeure to carry out its obligations under this A greement, other than
the obligation to make money payments, that party shall give to the
other party prompt written notice of the force majeure with
reasonably full particulars concerning it. The obligations of the party
giving the notice, so far as they are affected by the force majeure,
shall be suspended during, but no longer than, the continuance of
the force majeure. The affected party shall use all reasonable
diligence to remove the force majeure as quickly as possible.
13.2 The requirement that any force majeure shall be remedied with all
reasonable diligence shall not require the settlement of strikes,
lockouts, or other labor difficulty by the party involved, contrary to its
wishes. The handling of all such difficulties shall be entirely within
the discretion of the party concerned.
13.3 For purposes of this Section, the term "force majeure" shall mean an
act of God, strike or other difference with workmen, riot, fire, storm,
flood, explosion, shortage of utility, facility, material or labor, delay in
transportation, compliance with or other action taken to carry out the
intent or purpose of any law or regulation, and any other cause,
whether of the kind specifically enumerated above or otherwise,
which is not reasonably within the control of the party invoking the
provisions of this Section 13.
14.0 LIMITED WARRANTY
14.1Seller warrants that it has good and marketable title to the Material
sold hereunder, free and clear from all liens and encumbrances, and
further warrants that the Material will conform to the specifications
set forth in the Purchase Order. NOTWITHSTA NDING A NYTHING
TO THE CONTRA RYCONTA INED HEREIN, THE ONLYQUA LITY
SPECIFICA TIONS THA T THE MA TERIA L SHA LL BE REQUIRED
TO MEET SHA LL BE THE SPECIFICA TIONS SET FORTH IN THE
PURCHA SE ORDER A ND, (A ) EXCEPT THA T SUCH MA TERIA L
WILL COMPLYWITH THE SPECIFICA TIONS SET FORTH IN THE
PURCHA SE ORDER, SELLER MA KES NO REPRESENTA TION
OR WA RRA NTY, EXPRESS OR IMPLIED, A T LA W OR IN
EQUITY, RELA TING TO THE MA TERIA L INCLUDING, WITHOUT
LIMITA TION, A NYREPRESENTA TION OR WA RRA NTYA S TO
MERCHA NTA BILITY, FITNESS FOR A PA RTICULA R PURPOSE
OR FOR ORDINA RYPURPOSES; A ND (B) SELLER MA KES NO,
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A ND HEREBYDISCLA IMS A NY, OTHER REPRESENTA TION OR
WA RRA NTYREGA RDING THE MA TERIA L.
14.2 Seller will, upon request and if it is permitted by Seller's agreement
with the Producer or Supplier, assign all Producer/Supplier
warranties to Buyer.
15.0 LIMITA TION OF REMEDIES
BUYER'S REMEDIES FOR DA MA GED OR NON-CONFORMING
MA TERIA L SOLD HEREUNDER SHA LL BE LIMITED, A T THE
LELECTION OF THE BUYER, TO REPLA CEMENT OF THE MA TERIA L
OR REPA YMENT OF THE PURCHA SE PRICE. SELLER'S LIA BILITY
FOR A NYOTHER BREA CH OF THIS A GREEMENT SHA LL BE LIMITED
TO THE DIFFERENCE BETWEEN THE DELIVERED PRICE OF THE
MA TERIA L A ND THE MA RKET PRICE OF SUCH MA TERIA L A T
BUYER'S DESTINA TION A T THE TIME OF SUCH BREA CH. IN NO
EVENT SHA LL SELLER BE LIA BLE FOR PERSONA L INJURY,
PROPERTYDA MA GE, THE COST OF A NYLA BOR OR INDIRECT,
SPECIA L OR CONSEQUENTIA L DA MA GES, LOST PROFITS OR
PUNITIVE DA MA GES WITH RESPECT TO THE MA TERIA L SOLD
HEREUNDER.
16.0 NOTICES
A ny notice or other communication required or permitted hereunder shall
be in writing and shall be deemed sufficiently given on the date received if
delivered by any reasonable means including, but not limited to, personal
delivery, acknowledged telecopy, overnight delivery service that provides
proof of receipt, or by registered mail (return receipt requested) postage
prepaid, addressed as follows:
If to Seller:
S. Steel Ko'Sice, s.r.o.
Vstupny areal U. S. Steel
044 54 Kosice, Slovak Republic
Phone: + 421-55-6734258
Fax: + 421-55-6730515
A ttn: Scott A . Conley
GM Strategic Raw Material USS Kosice
SC'ILEA/APPROVE!,
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=divine privo
A ssistant General Counsel
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If to Buyer:
U. S. Steel Canada Inc.
386 Wilcox Street
P.O. Box 2030
Hamilton, Ontario Canada, L8N 3T1
Phone: 905-528-2511x2157
Fax: 905-308-7010
A ttn: Eric A llan
17.0 DISPUTE RESOLUTION
17.1In the event that Seller, on the one hand, and Buyer, on the other
hand, disagree as to the amount or calculation of any payment to be
made under this A greement, or the interpretation or application of
any provision under this A greement, the parties shall attempt in good
faith to resolve such dispute (the "Dispute"). The parties shall
escalate the Dispute through the executive chain of command, such
that if the chief tax officers are unable to resolve the Dispute within
ten (10) calendar days, the chief financial officers will attempt to
resolve the Dispute. If such Dispute is not resolved by the chief
financial officers within thirty (30) calendar days following the
commencement of the Dispute, each of Buyer and Seller shall have
the right to submit such Dispute to arbitration in accordance with the
procedures set forth in this Section 17. Resolution of any and all
such Disputes ("Dispute Resolution") shall be exclusively governed
by and settled in accordance with the provisions of this Section 17;
provided that nothing contained herein shall preclude either party
from seeking or obtaining injunctive relief or equitable or other
judicial relief to enforce this Section 17.
17.2 Buyer or Seller may commence proceedings hereunder by delivering
a written notice (the "Demand") to the other Party providing a
reasonable description of the Dispute to the other and expressly
requesting resolution hereunder. In the event that a Dispute
involves the amount of a payment under this A greement, the Party
with the payment obligation shall make any undisputed portion of
such payment before commencing arbitration under this Section.
17.3 Following delivery of the Demand, Seller and Buyer shall jointly
retain a tax lawyer or chartered accountant that is a member of a
nationally recognized law firm or nationally recognized accounting
firm or a tax law professor at an accredited law school (the
"A rbitrator") to resolve the Dispute. In the event that the Parties are
unable to agree on an A rbitrator, the Dispute shall be resolved by a
panel consisting of three A rbitrators acting by majority vote (the
"Panel"). Of the three A rbitrators comprising the Panel, one
SCIIY4
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A rbitrator shall be selected by Buyer, one A rbitrator shall be selected
by Seller, and one A rbitrator shall be jointly selected by the
A rbitrators selected by Buyer and Seller. Seller and Buyer shall
make and communicate their selections within ten (10) days of their
inability to agree.
17.4 The A rbitrator or Panel shall act as an arbitrator to resolve all points
of disagreement and its decision shall be final and binding upon all
parties involved. Seller and Buyer shall each take, or cause to be
taken, any action necessary to implement the decision of the
A rbitrator or Panel. The fees and expenses relating to the A rbitrator
or Panel shall be borne equally by Seller and Buyer unless the
A rbitrator or Panel decides otherwise.
17.5 The place of arbitration shall be Toronto Canada, or such other
place as the parties may mutually agree in writing.
17.6 The language of the arbitration proceedings shall be English.
17.7 The arbitration shall be pursuant to the Arbitra tio n Act, 1 991
(Ontario), unless-the parties have expressly agreed in writing on the
applicability of another arbitration law, and the law of the place of
arbitration permits such agreement.
17.8 The arbitration award shall be in writing and be accompanied by a
reasoned opinion specifying the factual and legal bases for the
award.
17.9 The A rbitrator or Panel shall have no authority to award punitive
damages, consequential damages, or any other damages not
measured by the prevailing party's direct, actual damages.
17.10 A LL PA RTIES HERETO RENOUNCE THE RIGHT TO CLA IM FOR
A ND RECEIVE INDIRECT OR CONSEQUENTIA L DA MA GES,
INCLUDING THOSE A RISING FROM LOSS OF TIME. LOSS OF
PROFITS, OR LOSS OF PRODUCTION_ THIS EXCLUSION IS
INDEPENDENT OF A NYOTHER REMEDYSET FORTH IN THIS
A GREEMENT.
18.0 CHOICE OF LA W
The A greement shall be construed according to the laws of the Province of
Ontario, Canada, exclusive of the principles contained therein regarding
conflicts of laws and exclusive of any principles therein that would require
the application of the United Nations Convention of Contracts for the
International Sale of Goods ("CISG"). CISG shall not apply to this
SCHVALENEMIPROYED
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A greement or to any other contractual relationships between the parties to
this A greement.
19.0 WA IVERS
No waiver of any breach of this A greement shall be held to be a waiver of
any other or subsequent breach.
20.0 SEVERA BILITY
In case any one or more of the provisions contained in this A greement is
adjudged to be invalid, illegal or unenforceable in any respect, the validity,
legality and enforceability of the remaining provisions contained herein shall
not in any way be affected or impaired thereby, except to the extent
necessary to avoid an unjust or inequitable result.
21.0 THIRD PA RTYRIGHTS
This A greement is intended to be solely for the benefit of the parties hereto
and is not intended to confer any benefits upon, or create any rights in
favor of, any person or entity other than the parties hereto, or as may be
otherwise expressly provided to the contrary elsewhere in this A greement.
22.0 A MENDMENT
This A greement shall not be amended or modified except by an instrument
in writing signed by both parties that makes reference to this A greement
and the parties' intention to amend or modify this A greement.
23.0 ENTIRE A GREEMENT
This A greement contains the entire and only agreement between Seller and
Buyer in relation to the subject matter hereof, there being merged herein
any and all prior collateral representations, promises and conditions in
connection with the subject matter hereof. This A greement may not be
modified or amended except by a written agreement executed by
authorized representatives of Buyer and Seller.
24.0 INCOTERMS
Unless otherwise specified herein, the interpretations of terms contained in
this A greement shall be as per Incoterms 2000 published by International
Chamber of Commerce, Paris.
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USSKNo. 2008-01
Page No. 14
25.0 CAPTIONS
The captions of this A greement are for the purposes of reference only and
shall not limit or otherwise affect the meaning hereof.
26.0 COUNTERPARTS
This A greement may be executed simultaneously in counterparts, each of
which shall be deemed an original, but which together shall constitute one
and the same instrument.
ACCEPTED:
FOR AND ON BEHALF OF
U. S. Steel Kotice, s.r.o.
Title:
era ex-7 7 -,
P-e_`
ACCEPTED:
FOR AND ON BEHALF OF
U. S. Steel Canada Inc.
Name: 4; J
Title: yr' t- c3=-0
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TAB G
MARKETING, DISTRIBUTORSHIP AND SUPPLY A
This Is Exhibit G r e fe r r e d to In the
affid avit o f2d .is&I.e l.111.,./11c.624au&
swo r n be fo r e me , this I.6
2o. .J L.
THIS MARKETING, DISTRIBUTORSHIP AND SUPPLY AG (thlr%---
"Agreement"), to be effective as of December 1, 2008 under the terms set ort tulasigigiOtyt TAKING AFFIDAVITS
and between U. S. Steel Canada Inc., a Canadian registered corporation, hay g its registered
office at 386 Wilcox Street, Hamilton, Ontario, Canada ("USSC"), and United States Steel
Corporation, a Delaware corporation located at 600 Grant Street, Pittsburgh, Pennsylvania,
U.S.A. ("Distributor"). USSC and Distributor are sometimes referred to herein individually as a
"Party" and collectively as the "Parties."
WHEREAS, the Parties desire to enter into a marketing, distributorship and supply
arrangement wherein Distributor obtains the right to market and distribute Products in the
Territory (as each is hereinafter defined) supplied by USSC;
WHEREAS, the Parties intend that Distributor take title to, market and distribute the
Products in the Territory and bear the cost of general management and administrative services
while USSC absorbs the principal commercial and financial (i.e., credit and product quality) risks
associated with the marketing, distribution (including storage of Products, to the extent provided
herein) and resale of the Products;
WHEREAS, USSC and Distributor desire to enter into this written agreement which sets
forth the terms and conditions of their marketing, distributorship and supply agreement;
NOW, THEREFORE, in consideration of the above premises and of the mutual agreements,
covenants and conditions herein contained, and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows:
I. DEFINITIONS
For the purpose of this Agreement, the following terms shall have the meaning assigned to
them below unless the context requires otherwise:

1.1 Confidential Information. Any information disclosed by one Party to the other Party
pursuant to this Agreement which is written, graphic, machine readable, or in other tangible
form, and is marked "Confidential" or disclosed under circumstances which indicate that the
information is confidential. Confidential Information may also include secret and confidential
oral information disclosed by one Party to the other Party pursuant to this Agreement.

1.2 Customer. Any customer with whom Distributor enters into a sales contract for the
Products who meets the Customer Specifications (as hereinafter defined).

1.3Customer Specifications. Any and all requirements, directions, criteria, procedures and
other specifications, oral or written, established by USSC and furnished to Distributor from time
to time, concerning the selection of customers to which Distributor is authorized to market and
sell the Products, as well as terms for the sale of Products on credit. The Customer
Specifications may specifically identify some, all, or none of the Customers.

1.4 Effective Date. December 1, 2008.

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1.5 Price. A price for a particular Product as reflected on the Price List.

1.6 Price List. The prices that USSC will charge Distributor for the Products will be those
prices as established from time to time by USSC, consistent with its established pricing polices
and procedures for pricing its products for sale to its customers generally. It is the intention of
the parties to trade at arm's length and the pricing will be reviewed from time to time as
appropriate.

1.7 Price Specifications. Any and all requirements, directions, criteria, procedures and other
specifications established by USSC and furnished to Distributor from time to time concerning
the prices, ranges of prices or price structures for the Products subject to this Agreement.

1.8 Products. The products to be purchased by Distributor are USSC's full range of flat
rolled steel products, as the same may be modified from time to time.

1.9 Specifications. The Customer Specifications, the Price Specifications, the Standard
Terms and Conditions and any and all other requirements, directions, criteria, procedures and
other specifications, oral or written, established by USSC and furnished to Distributor from time
to time concerning any aspect of Distributor's performance under this Agreement.
1.10 Standard Terms and Conditions. The USS Standard Terms and Conditions of Sale, as
initially set forth in Appendix A, and as such Appendix A may be modified thereafter from time
to time.

1.11 Territory. Continental United States.

Unless there is something inconsistent in the subject or context, words denoting the singular
include the plural and vice versa; words denoting one gender include the other genders; words
denoting individuals include corporations and vice versa; and references to "person" include a
firm or corporation.
H. APPOINTMENT AS DISTRIBUTOR

2.1 Appointment. Parties hereby agree that Distributor will distribute the Products
within the Territory, subject to the terms and conditions set forth herein.

2.2 Independent. Distributor is authorized to market, promote, sell and distribute the
products independently and using its own discretion, unless approval is otherwise expressly
required by this Agreement, subject to USSC's reserved right in all instances to approve or
reject a sale, at its sole discretion, as set forth in Section 4.2. Distributor may provide similar
services to third parties for its own account or the account of third parties in the Territory at any
time without notice and with no liability to USSC. Distributor shall have no power or authority,
express or implied, by virtue of this Agreement to obligate or commit USSC in any manner in
dealings with Distributor's customers, or other persons, firms or governmental units.

2.3Territory. Distributor agrees that it shall not without the express consent of USSC: (a)
actively market, distribute or sell the Products outside the Territory; (b) establish any branch or
warehouse with the intent to distribute the Products outside of the Territory; or (c) appoint any
representatives or sub-distributors with respect to the Products outside the Territory.
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2.4 Non-Exclusivity. Distributor's appointment as a distributor for the Territory shall be
non-exclusive.
2.5 Sub-appointments. Distributor may appoint the right to market, promote, sell and
distribute Products in the Territory to subdistributors (each a "Subdistributor"). Each
Subdistributor appointed by Distributor after the Effective Date shall be subject to prior
approval of USSC.
III. DUTIES AS DISTRIBUTOR
3.1 Market Data. Promptly before the Effective Date, and from time to time thereafter,
Distributor shall convey to USSC, in oral or written form, general market data available to it,
including, but not limited to, customer requirements with respect to the Products, market
analyses, competition, and market driven requests for new Products, modification of Products,
new packaging and packaging modifications.
3.2 Customer Contracts. Distributor shall purchase the Products from USSC and re-sell the
same to Customers under the terms described in this Agreement. Distributor shall proceed in
accordance with the Price Specifications, Standard Terms and Conditions, and any other
relevant Specifications in accepting orders from the Customers. Acceptance or rejection of an
order placed by Distributor shall be at USSC's sole discretion in accordance with Section 4.2.

3.3Customer Relations. Distributor shall be responsible, at its expense, for maintaining

good relations with Customers. Distributor shall notify USSC of complaints and other similar
inquiries by Customers.

3.4 Standard Terms and Conditions. USSC's standard conditions of sale, as the same may
be modified from time to time, shall apply to all sales of Products from USSC to Distributor.
Distributor shall have the right to sell to Customers according to the Standard Terms and
Conditions in attached Appendix A, and as such Appendix A may be modified thereafter from
time to time; provided such Standard Terms and Conditions of Distributor shall not impose
upon USSC any materially different or additional liabilities or obligations with respect to the
production, marketing, distribution (including storage of Products, to the extent provided
herein) and sale of the Products by USSC to Distributor.

3.5 Standard of Conduct. Distributor, in the performance of its duties and obligations under
this Agreement, shall not engage in any deceptive, misleading, illegal or unethical business
practice. Distributor shall promptly take, at USSC's direction, risk and ultimate expense, all
reasonable actions to correct any quality defect pertaining to the Products of which Distributor
becomes aware.

3.6 Services. In addition to the marketing, sales and distribution services that will be
provided by Distributor pursuant to this Agreement, at USSC's direction and control Distributor
shall provide after sales service including, without limitation, honoring warranties and Customer
relations support. USSC shall bear the risk and expense of any claims and resulting invoice
adjustments associated with such warranty and technical support.
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IV. ORDERING OF PRODUCTS BY DISTRIBUTOR

4.1 Purchase Orders. Distributor shall place binding purchase orders that shall set forth the
quantity and Specifications of Products for each shipment of Products. All purchase orders for
Products placed by Distributor shall be made through the USSC order entry system and may be
in the form of computer transmission, or if placed orally, shall be confirmed in writing within
eight (8) business days after such oral order.

4.2 Acceptance of Purchase Orders. All purchase orders for Products placed by Distributor
shall be subject to acceptance by USSC at its sole discretion and shall not be binding on USSC
until the earlier of confirmation or shipment, and, in the case of acceptance by shipment, only as
to the portion of the order actually shipped.
V. SHIPPING, TITLE & STORAGE

5.1 Title and Risk. Distributor shall purchase the Products in its own name and for its own
account from USSC. Generally, title to the Products shall pass to Distributor at the same time
and place as the delivery of the Products by Distributor to a Subdistributor or a Customer.

5.2 Storage of Products. USSC or Customers shall bear the cost of storage of Products and
contract with third parties or a consignment manufacturer for further processing according to the
Specifications and/or the safe and secure storage of the Products pending delivery to
Subdistributors or Customers. This will include but will not be limited to activities such as
stock reconciliation and provision of data on third party performance.

5.3Local Transportation. Distributor or Customers shall bear the cost of local transport of
Products and may contract with third parties within the Territory for the safe and secure
transport of the Products to Subdistributors and Customers.

5.4 Import/ Export (International Transport). Distributor or Customers shall bear the cost of
transporting Products from the country of manufacturing and, if applicable, processing, until
final delivery to Subdistributors or Customers, or their designated warehouse or processing
facility, occurs.

5.5 Invoices. As often as required by Distributor, USSC shall provide a summary of

charges to Distributor for Products purchased by Distributor at the applicable prices.
VI. OBLIGATIONS OF USSC

6.1 Supply of Products. USSC shall use its reasonable efforts to supply Products which are
fit for supply promptly to Distributor in accordance with Distributor's orders. USSC reserves
the right to withdraw or change particular Product lines at any time. If a supply of a Product is
not available, USSC will communicate this to Distributor promptly after its receipt of the
Distributor's order.

6.2 Repurchase of Products. USSC agrees to reimburse Distributor for any amounts paid by
Distributor pursuant to Section 7.3for Products which are returned by Subdistributors or
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Customers or not sold (or saleable because of defects or otherwise) by Distributor for any reason
not attributable to the fault of Distributor, Subdistributors or Customers.

6.3Assignment of Contracts.
(a) Distributor shall assign to USSC all purchase orders and contracts it receives that
are to be fulfilled and produced by USSC and are related to sales of USSC's products to
customers whose sold-to address is outside the Territory. Accordingly, USSC will have all of
the rights and responsibilities that Distributor has under such contracts.
(b) USSC shall assign to Distributor all purchase orders and contracts it receives that
arc related to products produced by USSC which are intended under this Agreement to be sold
by Distributor to customers whose sold-to address is within the Territory. Accordingly,
Distributor will have all of the rights and responsibilities that USSC has under such contracts.
By becoming the seller under such assigned contracts, Distributor will then purchase such
Products from USSC pursuant to this Agreement for resale by Distributor to the end customer in
the Territory.

6.4 Services. Subject to the terms and conditions of this Agreement, USSC shall provide
certain services to Distributor as set forth on Appendix B attached hereto and such other
services as may be agreed upon between the parties from time to time (the "Services"). USSC
shall provide such Services in a workmanlike manner by persons of requisite skill reasonably
acceptable to Distributor.

6.5 No Finished Goods Inventory. USSC and Distributor agree that in no cases will
Distributor carry USSC finished goods inventory on its books and records.
VII. PRICING & PAYMENT

7.1 Distributor Supply. USSC shall supply to Distributor Products for commercial sale in
the Territory, at prices set forth on the Price List, as such prices may be adjusted by USSC from
time to time, minus the percentage discount off the final adjusted price as set forth in Appendix
C. Distributor agrees to purchase its required Products from USSC at such net prices.

7.2 Price List. USSC shall provide the Price List to Distributor for all Products.

7.3Payment for Products. Distributor shall make all payments for Products on the payment
terms extended to each of the Customers. Distributor shall adhere to the credit limits and
policies set by USSC. Where Distributor does not receive payment from a Customer or
Subdistributors, approved by USSC, and subsequently concludes that such payment is
irrecoverable, Distributor shall notify USSC of such bad debt and USSC shall reimburse
Distributor for the face value thereof. Therefore, USSC bears the risk of bad debt.

7.4 USSC Cash Collection. In certain instances, Customers may remit payment for
Distributor sales directly to USSC. In such cases, USSC will hold such funds as trustee on
behalf of Distributor and remit such funds to Distributor as soon as practical. USSC will have
no obligation to remit interest on such funds to Distributor. In no event will USSC have a legal
right of setoff with respect to such funds against Distributor's obligations under this Agreement.
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VIII. GENERAL PAYMENT TERMS
8.1 Exclusive GST. All payments between USSC and Distributor are exclusive of GST. If
applicable, GST shall be charged in addition.
8.2 Currency and Exchange Rates. Unless otherwise agreed to by both parties, USSC will
invoice Distributor in Distributor's local currency, the U.S. Dollar.
IX. RECORDS & REPORTING REQUIREMENTS
9.1 Inspection of Records. Distributor shall maintain such records and accounts as are
requested by USSC relating to the performance of Distributor's obligations under this
Agreement. USSC shall have access to Distributor's premises for inspection of such records
and accounts during normal business hours. Distributor shall also comply with all other
reporting requirements imposed by USSC under this Agreement.
X. DISTRIBUTOR AS USSC'S COMMERCIAL REPRESENTATIVE
10.1 The Parties intend to install Distributor as the distributor of all Products sold to
Customers within the Territory commencing on the Effective Date of this Agreement.
However, recognizing that certain customers of USSC's products cannot purchase such products
from Distributor, but instead will make such purchases directly from USSC, the parties hereby
agree to enter into a separate agreement to install Distributor as USSC's commercial
representative within the Territory to effectuate such sales on behalf of USSC for the express
purpose of invoking as many as possible of the benefits, efficiencies and conveniences as the
respective Party wishes to enjoy as if such sales were made pursuant to this Agreement. The
Parties will work together in good faith with such customers towards the objective of bringing
each one within the coverage of this Agreement.
XI. LIMITATIONS OF LIABILITY
11.1 Indemnification by USSC. USSC shall indemnify, defend and hold Distributor harmless
against any (a) product liability claims; (b) false advertising claims, demands, suits, losses,
damages and liabilities related to the Products or marketing materials prepared by USSC with
respect to the Products; and (c) claims of any third party alleging patent infringement with
respect to any of the Products, including without limitation interest and reasonable attorney's
fees unless such claims, demands, suits, losses, damages and liabilities are based on
Distributor's (or its Subdistributors') gross negligence or wilful misconduct or breach of this
Agreement.
11.2 Own Business. All financial, legal and other obligations associated with Distributor's
own ordinary course of business are the sole responsibility of Distributor, except as provided in
this Agreement.
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XII. TERM & TERMINATION
12.1 Term. This Agreement will commence on the Effective Date and will remain in effect
until terminated as provided in Section 12.2.
12.2 Termination.
(a) This Agreement may be terminated by either Party for any reason upon written
notice ten (10) days in advance of the effective date of said termination.
(b) This Agreement shall automatically terminate upon any transfer of ownership of
USSC to any entity other than: (i) United States Steel Corporation, or (ii) any entity directly or
indirectly controlled by United States Steel Corporation.
XIII. OBLIGATIONS ON TERMINATION
13.1 Termination Obligations. Upon termination of this Agreement, Distributor shall:
(a) if, and to the extent, requested by USSC, deliver to USSC all records, reports and
materials pertaining to Distributor's performance of its obligations under this Agreement. If, for
statutory or tax reasons, Distributor must retain such documents, Distributor is obliged to deliver
copies of these documents to USSC;
(b)
execute all documents necessary to enable USSC to carry out Distributor's
obligations and shall cooperate fully in making the necessary transitions; and
(c)
make a final account, which balance, after approval by USSC, shall be paid within
sixty (60) days by the appropriate Party.
13.2 Costs of Termination. All costs related to the performance of Section 13,1 above are for
the account of the terminating Party with respect to Section 12.2 and for the account of the Party
whose action or failure to act relates to the cause for termination with respect to an event set
forth in Section 15.
13.3Outstanding Payments. The termination of this Agreement shall not release the Parties
from their obligations to pay any sums then owing to the other Party or from the obligation to
perform any other duty or to discharge any other liability that has been incurred prior to such
termination.
13.4
Liability on Termination. Subject to Sections 13.1, 13.2 and 13.3, neither Party shall be
liable to the other Party, by reason of the termination of this Agreement, for consequential
damages, including but not limited to, compensation of damages resulting from the loss of
present or prospective profits on sales, or expenditures, investments or commitments made in
connection therewith.
XIV. CONFIDENTIAL INFORMATION
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14.1 Confidentiality. Each Party agrees to maintain secret and confidential all Confidential
Information that it may acquire from the other Party in the course of this Agreement.
14.2 Right to Disclose. The Parties may disclose such Confidential Information only to those
of their employees and agents who need to know such information in order to enable the Parties
to perform their respective obligations under this Agreement.
14.3Disclosure to Customers. Notwithstanding the foregoing provisions, either Party shall
be entitled to disclose Confidential Information of the other party to Customers and
Subdistributors in so far as such disclosure is reasonably necessary to promote the sale or use of
the Products and provided that such party takes adequate measures to ensure the observance by
such third party of the secrecy and confidentiality of such Confidential Information.
14.4 Term of Confidentiality. The provisions of this Section 14 shall survive five (5) years
after the termination of this Agreement.
XV. FORCE MAJEURE

15.1 Force Majeure. Neither party shall be liable to the other for its failure to perform any of
its obligations hereunder during any period in which such performance is delayed by
circumstances beyond its reasonable control including, but not limited to, fire, flood, war,
terroristic act, embargo, strike, riot, inability to secure materials and transportation facilities or
the intervention of any governmental authority, in each case not otherwise invoking a breach of
this Agreement. If such delay continues for more than sixty (60) days, the party damaged by the
inability of the other Party to perform shall have the right to terminate this Agreement with
immediate effect upon written notice.
XVI. NOTICES
16.1 Notices. All notices and other communications required or permitted hereunder shall be
in writing and shall be mailed by registered or certified mail, postage prepaid, or otherwise
delivered by hand, messenger or by telecopier to such address of the applicable Party as either
Party shall designate promptly before the Effective Date, as each Party may modify that address
from time to time by written notice to the other Party.
XVII. APPLICABLE LAW DISPUTE SETTLEMENT
17.1 Applicable Law. The validity, interpretation and performance hereof and any dispute
connected herewith shall be governed by the substantive laws of the Commonwealth of
Pennsylvania, U.S.A., without regard to its choice of law rules.
XVIII. MISCELLANEOUS

18.1 Nature of Relationship. Nothing contained in this Agreement shall be construed to:
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(a) give either Party the power to direct and control the day-to-day activities of the
other;
(b) constitute the Parties as partners, joint venture partners, co-owners or otherwise as
participants in a joint or common undertaking;
(c) constitute Distributor to be an agent of USSC, or USSC to be an agent of the
Distributor, within the meaning of U.S. or Canadian law or the equivalent mandatory provisions
of public order with respect to commercial agents in the laws of Distributor's country of
incorporation and operation; and
(d) allow either Party to create or assume obligations on behalf of the other Party, or
represent to a third party that it has any right to create or assume obligations on behalf of the
other Party, except as provided herein.
18.2 Hardship. In entering into this Agreement, the Parties recognize that it is practically
impossible to make provisions for every contingency which may arise during the validity of this
Agreement. Accordingly, the Parties hereby state and acknowledge their mutual intent that this
Agreement shall be enforced and implemented between them with fairness and without
detriment to either Party's interest, and that if, in the course of performing the obligations and
duties as set forth in this Agreement, substantial hardship or unfairness is anticipated by or has
occurred to either Party, the Parties shall use their best commercial endeavors to agree upon
such action as may be necessary to rectify or remove the causes thereof, and, if deemed
necessary, compensate for disadvantages suffered.
18.3Waiver. The failure of either Party to enforce at any time a Section or part thereof of
this Agreement, or the failure to require at any time performance by the other Party of a Section
or a portion thereof of this Agreement, shall in no way constitute present or future waiver of
such Section or portion thereof, nor in any way affect the validity of either Party to enforce each
and every Section of this Agreement.
18.4 Assignment. Neither Party shall assign or delegate this Agreement or any of its rights or
duties under this Agreement without the prior written consent of the other Party. Subject to the
foregoing, this Agreement shall be binding upon and inure to the benefit of the Parties and, to
the extent permitted by this Agreement, their successors, legal representatives and permitted
assigns.
18.5 Entire Agreement. This Agreement and the Appendices attached thereto, as they may be
amended, modified or supplemented by the Parties from time to time, shall contain the entire
agreement and understanding between the Parties hereto with respect to the subject matter
hereof. The Appendices attached to this Agreement form an integral part thereof.
18.6 Language. In the event that this Agreement is executed in more than one language, the
English language version shall prevail in the case of any discrepancy.
18.7 Severability. If any Section, term, provision or clause thereof in this Agreement is found
or held to be invalid or unenforceable in any jurisdiction in which this Agreement is being
performed, the remainder of this Agreement shall be valid and enforceable and the Parties shall
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negotiate in good faith a substitute, valid and enforceable provision which most nearly effects
the Parties' intent in entering into this Agreement.
18.8 Amendment. No alteration, amendment, waiver, cancellation or other change in any
term or condition of this Agreement shall be valid or binding on either Party unless the same has
been agreed to in writing by both Parties,
18.9 Counterparts. This Agreement may be executed in two (2) or more counterparts, all of
which, taken together, shall be regarded as one and the same instrument.
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by
their duly authorized officers as of the date first above stated.
United States Steel Corporation

U. S. Steel Canada Inc.

Signature
D-ev eTil ;P , ca czyea ci
Name
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Title
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1A.?..tA

Title.
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J a
Date

Date
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APPENDIX A TERMS & CONDITIONS OF SALE
The USS Standard Terms and Conditions of Sale can he found at
www.ussteetconilcorp/customer/uss std tc of sale.pdf .
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APPENDIX B SERVICES
USSC shall provide certain services to Distributor as set forth below, and such other services as
may be agreed upon between the Parties from time to time:
(1) Conduct credit reviews of Customers, as requested by Distributor;
(2) Issuance of Order Acknowledgement on behalf of Distributor to Customers;
(3) Make and pay for all Product shipping arrangements to Customer (to be reimbursed at
Distributor's or Customer's expense);
(4) Issuance of Automated Shipping Notices to Customer (if applicable);
(5) Preparation of pro forma invoices and other documentation (in name of Distributor or
Customer) as required to clear Products through customs and across Canadian/U.S. border;
(6) Invoice the Customer in Distributor's name for all sales of Products;
(7) Serve as Distributor's trustee in the collection of all payments remitted by Customers for
Products sold by Distributor;
(8)
Provide technical assistance to Customers with respect to Products sold by Distributor, as
requested by Distributor;
(9)
Process claims and invoice adjustments for sales of Products made to Customers by
Distributor; and
(10) Produce a monthly report summarizing all sales statistics of sales of Products to
Customers by Distributor.
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APPENDIX C DISTRIBUTOR'S DISCOUNT
The discount to be provided by USSC to Distributor off the Price List price for Products
sold by USSC to Distributor shall be two percent (2%).
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TAB H
This Is Exhibit H r e fe r r e d to in the
affid avit o f I 'LI J e 6
swo r n be fo r e me , this Le:PL/1
d ay o f___42Mia.<1.kz./-
MARKETING, DISTRIBUTORSHIP AND SUPPLY AGREEMENn
THIS MARKETING, DISTRIBUTORSHIP AND SUPPLY AGRE14,444ProVirga
TAKI NG AFFI DAMS
"Agreement"), to be effective as of March 1, 2009 under the terms set forth herein, is/made by and
between U. S. Steel Canada Inc., a Canadian registered corporation, having its registered office
at 386 Wilcox Street, Hamilton, Ontario, Canada ("Distributor"), and United States Steel
Corporation, a Delaware corporation located at 600 Grant Street, Pittsburgh, Pennsylvania,
U.S.A. ("USS"). USS and Distributor are sometimes referred to herein individually as a "Party"
and collectively as the "Parties."
WHEREAS, the Parties desire to enter into a marketing, distributorship and supply
arrangement wherein Distributor obtains the right to market and distribute Products in the
Territory (as each is hereinafter defined) supplied by USS;
WHEREAS, the Parties intend that Distributor take title to, market and distribute the
Products in the Territory and bear the cost of general management and administrative services
while USS absorbs the principal commercial and financial (i.e., credit and product quality) risks
associated with the marketing, distribution (including storage of Products, to the extent provided
herein) and resale of the Products;
WHEREAS, USS and Distributor desire to enter into this written agreement which sets
forth the terms and conditions of their marketing, distributorship and supply agreement;
NOW, THEREFORE, in consideration of the above premises and of the mutual agreements,
covenants and conditions herein contained, and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows:
I. DEFINITIONS
For the purpose of this Agreement, the following terms shall have the meaning assigned to
them below unless the context requires otherwise:

1.1 Confidential Information. Any information disclosed by one Party to the other Party
pursuant to this Agreement which is written, graphic, machine readable, or in other tangible
form, and is marked "Confidential" or disclosed under circumstances which indicate that the
information is confidential. Confidential Information may also include secret and confidential
oral information disclosed by one Party to the other Party pursuant to this Agreement,

1.2 Customer, Any customer with whom Distributor enters into a sales contract for the
Products who meets the Customer Specifications (as hereinafter defined).

1.3Customer Specifications. Any and all requirements, directions, criteria, procedures and
other specifications, oral or written, established by USS and furnished to Distributor from time
to time, concerning the selection of customers to which Distributor is authorized to market and
sell the Products, as well as terms for the sale of Products on credit. The Customer
Specifications may specifically identify some, all, or none of the Customers.

1.4 Effective Date. March 1, 2009.

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1.5 Price. A price for a particular Product as reflected on the Price List.

1.6 Price List. The prices that USS will charge Distributor for the Products will be those
prices as established from time to time by USS, consistent with its established pricing polices
and procedures for pricing its products for sale to its customers generally. It is the intention of
the parties to trade at arm's length and the pricing will be reviewed from time to time as
appropriate.

1.7 Price Specifications. Any and all requirements, directions, criteria, procedures and other
specifications established by USS and furnished to Distributor from time to time concerning the
prices, ranges of prices or price structures for the Products subject to this Agreement.

1.8 Products. The products to be purchased by Distributor are USS's full range of flat rolled
steel products, as the same may be modified from time to time.

1.9 Specifications. The Customer Specifications, the Price Specifications, the Standard
Terms and Conditions and any and all other requirements, directions, criteria, procedures and
other specifications, oral or written, established by USS and furnished to Distributor from time
to time concerning any aspect of Distributor's performance under this Agreement.
1.10 Standard Terms and Conditions. The USSC Standard Terms and Conditions of Sale, as
initially set forth in Appendix A, and as such Appendix A may be modified thereafter from time
to time.

1.11 Territory. Canada.

Unless there is something inconsistent in the subject or context, words denoting the singular
include the plural and vice versa; words denoting one gender include the other genders; words
denoting individuals include corporations and vice versa; and references to "person" include a
firm or corporation.
IL APPOINTMENT AS DISTRIBUTOR

2.1 Appointment. Parties hereby agree that Distributor will distribute the Products
within the Territory, subject to the terms and conditions set forth herein.

2.2 Independent. Distributor is authorized to market, promote, sell and distribute the
products independently and using its own discretion, unless approval is otherwise expressly
required by this Agreement, subject to USS's reserved right in all instances to approve or reject
a sale, at its sole discretion, as set forth in Section 4.2. Distributor may provide Similar services
to third parties for its own account or the account of third parties in the Territory at any time
without notice and with no liability to USS. Distributor shall have no power or authority,
express or implied, by virtue of this Agreement to obligate or commit USS in any manner in
dealings with Distributor's customers, or other persons, firms or governmental units.

2.3Territory. Distributor agrees that it shall not without the express consent of USS: (a)
actively market, distribute or sell the Products outside the Territory; (b) establish any branch or
warehouse with the intent to distribute the Products outside of the Territory; or (c) appoint any
representatives or sub-distributors with respect to the Products outside the Territory.
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2.4 Non-Exclusivity. Distributor's appointment as a distributor for the Territory shall be
non-exclusive.

2.5 Sub-appointments. Distributor may appoint the right to market, promote, sell and
distribute Products in the Territory to subdistributors (each a "Subdistributor"). Each
Subdistributor appointed by Distributor after the Effective Date shall be subject to prior
approval of USS.
III. DUTIES AS DISTRIBUTOR

3.1
Market Data. Promptly before the Effective Date, and from time to time thereafter,
Distributor shall convey to USS, in. oral or written form, general market data available to it,
including, but not limited to, customer requirements with respect to the Products, market
analyses, competition, and market driven requests for new Products, modification of Products,
new packaging and packaging modifications.

3.2
Customer Contracts. Distributor shall purchase the Products from USS and re-sell the
same to Customers under the terms described in this Agreement. Distributor shall proceed in
accordance with the Price Specifications, Standard Terms and Conditions, and any other
relevant Specifications in accepting orders from the Customers. Acceptance or rejection of an
order placed by Distributor shall be at USS's sole discretion in accordance with Section 4.2.

3.3Customer Relations. Distributor shall be responsible, at its expense, for maintaining

good relations with Customers. Distributor shall notify USS of complaints and other similar
inquiries by Customers.

3.4
Standard Terms and Conditions. USS's standard conditions of sale, as the same may be
modified from time to time, shall apply to all sales of Products from USS to Distributor.
Distributor shall have the right to sell to Customers according to the Standard Terms and
Conditions in attached Appendix A, and as such Appendix A may be modified thereafter from
time to time; provided such Standard Terms and Conditions of Distributor shall not impose
upon USS any materially different or additional liabilities or obligations with respect to the
production, marketing, distribution (including storage of Products, to the extent provided
herein) and sale of the Products by USS to Distributor.

3.5
Standard of Conduct. Distributor, in the performance of its duties and obligations under
this Agreement, shall not engage in any deceptive; misleading, illegal or unethical business
practice. Distributor shall promptly take, at USS's direction, risk and ultimate expense, all
reasonable actions to correct any quality defect pertaining to the Products of which Distributor
becomes aware.

3.6
Services. In addition to the marketing, sales and distribution services that will be
provided by Distributor pursuant to this Agreement, at US S's direction and control Distributor
shall provide after sales service including, without limitation, honoring warranties and Customer
relations support. USS shall bear the risk and expense of any claims and resulting invoice
adjustments associated with such warranty and technical support.
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IV. ORDERING OF PRODUCTS BY DISTRIBUTOR

4.1 Purchase Orders. Distributor shall place binding purchase orders that shall set forth the
quantity and Specifications of Products for each shipment of Products, All purchase orders for
Products placed by Distributor shall be made through the USS order entry system and may be in
the form of computer transmission, or if placed orally, shall be confirmed in writing within eight
(8) business days after such oral order.

4.2 Acceptance of Purchase Orders. All purchase orders for Products placed by Distributor
shall be subject to acceptance by USS at its sole discretion and shall not be binding on USS until
the earlier of confirmation or shipment, and, in the case of acceptance by shipment, only as to
the portion of the order actually shipped.
V. SHIPPING, TITLE & STORAGE

5.1Title and Risk. Distributor shall purchase the Products in its own name and for its own
account from USS. Generally, title to the Products shall pass to Distributor in the United
States, prior to delivery to a Subdistributor or a Customer in Canada.

5.2 Storage of Products. USS or Customers shall bear the cost of storage of Products and
contract with third parties or a consignment manufacturer for further processing according to the
Specifications and/or the safe and secure storage of the Products pending delivery to
Subdistributors or Customers. This will include but will not be limited to activities such as
stock reconciliation and provision of data on third party performance.

5.3Local Transportation. Distributor or Customers shall bear the cost of local transport of
Products and may contract with third parties within the Territory for the safe and secure
transport of the Products to Subdistributors and Customers.

5.4 Import/ Export (International Transport). USS and/or Customers shall bear the cost of
transporting Products from the country of manufacturing and, if applicable, processing, until
final delivery to Subdistributors or Customers, or their designated warehouse or processing
facility, occurs.

5.5 Invoices. As often as required by Distributor, USS shall provide a summary of charges
to Distributor for Products purchased by Distributor at the applicable prices.
VI. OBLIGATIONS OF USS

6.1 Supply of Products. USS shall use its reasonable efforts to supply Products which are fit
for supply promptly to Distributor in accordance with Distributor's orders. USS reserves the
right to withdraw or change particular Product lines at any time. If a supply of a Product is not
available, USS will communicate this to Distributor promptly after its receipt of the
Distributor's order.

6.2 Repurchase of Products. USS agrees to reimburse Distributor for any amounts paid by
Distributor pursuant to Section 7.3for Products which are returned by Subdistributors or
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Customers or not sold (or saleable because of defects or otherwise) by Distributor for any reason
not attributable to the fault of Distributor, Subdistributors or Customers.

6.3Assignment of Contracts.
(a)
Distributor shall assign to USS all purchase orders and contracts it receives that are
to be fulfilled and produced by USS and are related to sales of USS's products to customers
whose sold-to address is outside the Territory. Accordingly, USS will have all of the rights and
responsibilities that Distributor has under such contracts.
(b)
USS shall assign to Distributor all purchase orders and contracts it receives that are
related to products produced by USS which are intended under this Agreement to be sold by
Distributor to customers whose sold-to address is within the Territory. Accordingly, Distributor
will have all of the rights and responsibilities that USS has under such contracts. By becoming
the seller under such assigned contracts, Distributor will then purchase such Products from USS
pursuant to this Agreement for resale by Distributor to the end customer in the Territory.

6.4
Services. Subject to the terms and conditions of this Agreement, USS shall provide
certain services to Distributor as set forth on Appendix B attached hereto and such other
services as may be agreed upon between the parties from time to time (the "Services"). USS
shall provide such Services in a workmanlike manner by persons of requisite skill reasonably
acceptable to Distributor.
VII. PRICING & PAYMENT

7.1
Distributor Supply. USS shall supply to Distributor Products for commercial sale in the
Territory, at prices set forth on the Price List, as such prices may be adjusted by USS from time
to time, minus the percentage discount off the Price List price as set forth in Appendix C.
Distributor agrees to purchase its required Products from USS at such net prices.

7.2
Price List. USS shall provide the Price List to Distributor for all Products.

7.3
Payment for Products. Distributor shall make all payments for Products within 30 days
of invoicing. Distributor shall adhere to the credit limits and policies set by USS. Where
Distributor does not receive payment from a Customer or Subdistributors, approved by USS,
and subsequently concludes that such payment is irrecoverable, Distributor shall notify USS of
such bad debt and USS shall reimburse Distributor for the face value thereof. Therefore, USS
bears the risk of bad debt.
VIII. GENERAL PAYMENT TERMS

8.1
Exclusive GST. All payments between USS and Distributor are exclusive of GST. If
applicable, GST shall be charged in addition.

8.2
Currency and Exchange Rates. Unless otherwise agreed to by both parties, USS will
invoice Distributor in the U.S. Dollar.
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IX. RECORDS & REPORTING REQUIREMENTS
9.1
Inspection of Records. Distributor shall maintain such records and accounts as are
requested by USS relating to the performance of Distributor's obligations under this Agreement.
USS shall have access to Distributor's premises for inspection of such records and accounts
during normal business hours. Distributor shall also comply with all other reporting
requirements imposed by USS under this Agreement.
X. DISTRIBUTOR AS USS'S COMMERCIAL REPRESENTATIVE
10.1 The Parties intend to install Distributor as the distributor of all Products sold to
Customers within the Territory commencing on the Effective Date of this Agreement.
However, recognizing that certain customers of USS's products cannot purchase such products
from Distributor, but instead will make such purchases directly from USS, the parties hereby
agree to enter into a separate agreement to install Distributor as USS's commercial
representative within the Territory to effectuate such sales on behalf of USS for the express
purpose of invoking as many as possible of the benefits, efficiencies and conveniences as the
respective Party wishes to enjoy as if such sales were made pursuant to this Agreement. The
Parties will work together in good faith with such customers towards the objective of bringing
each one within the coverage of this Agreement.
XI. LIMITATIONS OF LIABILITY
11.1 Indemnification by USS. USS shall indemnify, defend and hold Distributor harmless
against any (a) product liability claims; (b) false advertising claims, demands, suits, losses,
damages and liabilities related to the Products or marketing materials prepared by USS with
respect to the Products; and (c) claims of any third party alleging patent infringement with
respect to any of the Products, including without limitation interest and reasonable attorney's
fees unless such claims, demands, suits, losses, damages and liabilities are based on
Distributor's (or its Subdistributors') gross negligence or wilful misconduct or breach of this
Agreement.
11.2 Own Business. All financial, legal and other obligations associated with Distributor's
own ordinary course of business are the sole responsibility of Distributor, except as provided in
this Agreement.
XII. TERM & TERMINATION
12.1 Term. This Agreement will commence on the Effective Date and will remain in effect
until terminated as provided in Section 12.2.
12.2 Termination.
(a)
This Agreement may be terminated by either Party for any reason upon written
notice ten (10) days in advance of the effective date of said termination.
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(b) This Agreement shall automatically terminate upon any transfer of ownership of
Distributor to any entity other than: (i) United States Steel Corporation, or (ii) any entity directly
or indirectly controlled by United States Steel Corporation.
XIII. OBLIGATIONS ON TERMINATION
13.1 Termination Obligations. Upon termination of this Agreement, Distributor shall:
(a) if, and to the extent, requested by USS, deliver to USS all records, reports and
materials pertaining to Distributor's performance of its obligations under this Agreement. If, for
statutory or tax reasons, Distributor must retain such documents, Distributor is obliged to deliver
copies of these documents to USS;
(b) execute all documents necessary to enable USS to carry out Distributor's
obligations and shall cooperate fully in making the necessary transitions; and
(c) make a final account, which balance, after approval by USS, shall be paid within
sixty (60) days by the appropriate Party.
13.2 Costs of Termination. All costs related to the performance of Section 13.1 above are for
the account of the terminating Party with respect to Section 12.2 and for the account of the Party
whose action or failure to act relates to the cause for termination with respect to an event set
forth in Section 15.
13.3Outstanding Payments. The termination of this Agreement shall not release the Parties
from their obligations to pay any sums then owing to the other Party or from the obligation to
perform any other duty or to discharge any other liability that has been incurred prior to such
termination.
13.4 Liability on Termination. Subject to Sections 13.1, 13.2 and 13.3, neither Party shall be
liable to the other Party, by reason of the termination of this Agreement, for consequential
damages, including but not limited to, compensation of damages resulting from the loss of
present or prospective profits on sales, or expenditures, investments or commitments made in
connection therewith.
XIV. CONFIDENTIAL INFORMATION
14.1 Confidentiality. Each Party agrees to maintain secret and confidential all Confidential
Information that it may acquire from the other Party in the course of this Agreement.
14.2 Right to Disclose. The Parties may disclose such Confidential Information only to those
of their employees and agents who need to know such information in order to enable the Parties
to perform their respective obligations under this Agreement.
14.3Disclosure to Customers. Notwithstanding the foregoing provisions, either Party shall
be entitled to disclose Confidential Information of the other party to Customers and
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Subdistributors in so far as such disclosure is reasonably necessary to promote the sale or use of
the Products and provided that such party takes adequate measures to ensure the observance by
such third party of the secrecy and confidentiality of such Confidential Information.
14.4 Term of Confidentiality. The provisions of this Section 14 shall survive five (5) years
after the termination of this Agreement.
XV. FORCE MAJEURE
15.1 Force Majeure. Neither party shall be liable to the other for its failure to perform any of
its obligations hereunder during any period in which such performance is delayed by
circumstances beyond its reasonable control including, but not limited to, fire, flood, war,
terroristic act, embargo, strike, riot, inability to secure materials and transportation facilities or
the intervention of any governmental authority, in each case not otherwise invoking a breach of
this Agreement. If such delay continues for more than sixty (60) days, the party damaged by the
inability of the other Party to perform shall have the right to terminate this Agreement with
immediate effect upon written notice.
XVI. NOTICES
16.1 Notices. All notices and other communications required or permitted hereunder shall be
in writing and shall be mailed by registered or certified mail, postage prepaid, or otherwise
delivered by hand, messenger or by telecopier to such address of the applicable Party as either
Party shall designate promptly before the Effective Date, as each Party may modify that address
from time to time by written notice to the other Party.
XVII. APPLICABLE LAW DISPUTE SETTLEMENT
17.1 Applicable Law. The validity, interpretation and performance hereof and any dispute
connected herewith shall be governed by the substantive laws of the Commonwealth of
Pennsylvania, U.S.A., without regard to its choice of law rules.
XVIII. MISCELLANEOUS
18.1 Nature of Relationship. Nothing contained in this Agreement shall be construed to:
(a)
give either Party the power to direct and control the day-to-day activities of the
other;
(b)
constitute the Parties as partners, joint venture partners, co-owners or otherwise as
participants in a joint or common undertaking;
(c)
constitute Distributor to be an agent of USS, or USS to be an agent of the
Distributor, within the meaning of U.S. or Canadian law or the equivalent mandatory provisions
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of public order with respect to commercial agents in the laws of Distributor's country of
incorporation and operation; and
(d)
allow either Party to create or assume obligations on behalf of the other Party, or
represent to a third party that it has any right to create or assume obligations on behalf of the
other Party, except as provided herein.
18.2 Hardship. In entering into this Agreement, the Parties recognize that it is practically
impossible to make provisions for every contingency which may arise during the validity of this
Agreement. Accordingly, the Parties hereby state and acknowledge their mutual intent that this
Agreement shall be enforced and implemented between them with fairness and without
detriment to either Party's interest, and that if, in the course of performing the obligations and
duties as set forth in this Agreement, substantial hardship or unfairness is anticipated by or has
occurred to either Party, the Parties shall use their best commercial endeavors to agree upon
such action as may be necessary to rectify or remove the causes thereof, and, if deemed
necessary, compensate for disadvantages suffered.
18.3Waiver. The failure of either Party to enforce at any time a Section or part thereof of
this Agreement, or the failure to require at any time performance by the other Party of a Section
or a portion thereof of this Agreement, shall in no way constitute present or future waiver of
such Section or portion thereof; nor in any way affect the validity of either Party to enforce each
and every Section of this Agreement.
18.4 Assignment. Neither Party shall assign or delegate this Agreement or any of its rights or
duties under this Agreement without the prior written consent of the other Party. Subject to the
foregoing, this Agreement shall be binding upon and inure to the benefit of the Parties and, to
the extent permitted by this Agreement, their successors, legal representatives and permitted
assigns.
18.5 Entire Agreement. This Agreement and the Appendices attached thereto, as they may be
amended, modified or supplemented by the Parties from time to time, shall contain the entire
agreement and understanding between- the Parties hereto with respect to the subject matter
hereof. The Appendices attached to this Agreement form an integral part thereof.
18.6 Language. In the event that this Agreement is executed in more than one language, the
English language version shall prevail in the case of any discrepancy.
18.7 Severability. If any Section, term, provision or clause thereof in this Agreement is found
or held to be invalid or unenforceable in any jurisdiction in which this Agreement is being
performed, the remainder of this Agreement shall be valid and enforceable and the Parties shall
negotiate in good faith a substitute, valid and enforceable provision which most nearly effects
the Parties' intent in entering into this Agreement.
18.8 Amendment. No alteration, amendment, waiver, cancellation or other change in any
term or condition of this Agreement shall be valid or binding on either Party unless the same has
been agreed to in writing by both Parties.
18.9 Counterparts. This Agreement may be executed in two (2) or more counterparts, all of
which, taken together, shall be regarded as one and the same instrument.
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IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by
their duly authorized officers as of the date first above stated.
United States Steel Corporation U. S. Steel Canada Inc.
Signature
Signature
Name
Name
Title
Title
Date
Date
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APPENDIX A TERMS & CONDITIONS OF SALE
[USSC Standard Terms and Conditions of Sale]
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(4)
(5)
APPENDIX 11SERVICES
USS shall provide certain services to Distributor as set forth below, and such other services as may
be agreed upon between the Parties from time to time:
Conduct credit reviews of Customers, as requested by Distributor;
Issuance of Order Acknowledgement on behalf of Distributor to Customers;
Make and pay for all Product shipping arrangements to Customer (to be reimbursed at
Distributor's or Customer's expense);
Issuance of Automated Shipping Notices to Customer (if applicable);
Preparation ,of pro forma invoices and other documentation (in name of Distributor or
Customer) as required to clear Products through customs and across Canadian/U.S. border;
(6) Provide technical assistance to Customers with respect to Products sold by Distributor, as
requested by Distributor;
(7)
Process claims and invoice adjustments for sales of Products made to Customers by
Distributor; and
(8)
Produce a monthly report summarizing all sales statistics of sales of Products to
Customers by Distributor.
(9)
Absorb the risk of foreign exchange currency gains/losses.
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APPENDIX C DISTRIBUTOR'S DISCOUNT
The discount to be provided by USS to Distributor off the Price List price for Products sold
by USS to Distributor shall be two percent (2%), and three percent (3%) where outside processing
or warehousing is required.
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TAB I
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sw o rn bef o re me, this
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ACOMMISSIONEfl FOR TAKI NG AFFI DAVI TS
TRADE-MARK LICENCE AGREEMENT
THIS AGREEMENT made effective as of the 31st day of October, 2007.
BETWEEN:
UNITED STATES STEEL CORPORATION, the full post office address of
whose principal office or place of business is 600 Grant Street, Room 1500,
Pittsburgh, PA, 15219-2800 ( "Licensor")
OF THE FIRST PART
- and -
U. S. STEEL CANADA INC. the full post office address of whose principal
office or place of business is Stelco Tower, P.O. Box 2030, Hamilton Ontario,
Canada, L8N 3T1, ( "Licensee")
OF THE SECOND PART
WHEREAS:
A. Licensor is the owner of the trade-mark U.S. STEEL, various other trade-marks that
incorporate U. S. STEEL, and USS design.
B. Licensee is engaged in the supply of the Goods and Services described herein and is an
affiliate of Licensor and both Licensor and Licensee want Licensee to be authorized to use the
Trade-marks in Canada in accordance with the terms and conditions contained in this
Agreement.
THEREFORE in consideration of the following mutual covenants and agreements and for other
good and valuable consideration (the receipt and sufficiency of which are acknowledged by each
Party) the Parties covenant and agree as follows:
ARTICLE 1
INTERPRETATION
1.1 Definitions
Wherever used in this Agreement, unless there is something inconsistent in the subject matter or
context, the following words and terms shall have the respective meanings ascribed to them as
follows:
TOR _ H201440124 3
1
7
1
2
"Affiliate" means any Person directly or indirectly controlling, controlled by, or under
common control with a Party and a Person shall be deemed to be controlled by another
Person if such other Person owns more than 50% of the voting securities of, or any
interest in such Person;
"Agreement" means this Agreement entitled "Trade-mark Licence Agreement", the
Schedule, and all instruments which supplement, amend or confirm this Agreement;
"Claims" includes any claim, demand, action, suit, cause of action, assessment or
reassessment, charge, judgment, debt, liability, expense, cost, damage, or loss, contingent
or otherwise, including loss of value, reasonable professional fees, including fees of legal
counsel, and all costs incurred in investigating or pursuing any of the foregoing, or in any
proceeding relating to any of the foregoing;
"Effective Date" means October 31, 2007;
"Goods " means steel sheet and strip products; steel pipes and tubing; steel bars and
slabs; coated steel sheet products; semi-finished steel products; coke; chemical products;
pig iron; iron making and steel making slags;
"Laws" means statutes, by-laws, rules, regulations, orders, ordinances or judgments, in
each case applicable in the Territory;
"Notice" has the meaning given to such term in section 9.7;
"Parties" means Licensor and Licensee collectively, and "Party" means either of them;
"Person" means any individual, firm, corporation, partnership, trust or trustee,
unincorporated association or governmental body;
"Services" means operation of coke making, iron making, steel making and casting
facilities; operation of rolling and finishing mills; manufacturing steel to customer order;
"Term" means the term of this Agreement;
"Territory" means Canada;
"Trade-marks" means the trade-marks owned by Licensor in Canada including the
trade-marks referred to in Recital A, and the trade-marks listed in Schedule "A" which
have been applied for or registered in the Canadian Trade-marks Office; and
"Transfer" means any event pursuant to which the rights or obligations of the affected
Party under this Agreement are or are attempted to be sold, disposed of, assigned,
pledged, hypothecated, charged, mortgaged, encumbered, sublicensed or transferred and
includes any transfer by operation of law.
T0111-120 29-10124 3
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-3-

1.2 Schedule
The following schedule is annexed and forms part of this Agreement:
Schedule "A" - Trade-marks

1.3 Interpretation
In this Agreement:
(a) words importing the singular include the plural and vice versa, and words
importing gender include all genders; and
(b) the insertion of headings and the division into Articles and Sections are for
convenience of reference only and shall not affect its interpretation.
ARTICLE 2
GRANT

2.1 Grant
Subject to the provisions of this Agreement, Licensor grants to Licensee a [royalty-free], non-
exclusive, non-transferable right, licence and privilege, to use the Trade-marks in the Territory in
association with the Goods and Services. In addition, Licensor grants Licensee the right to use
the Trade-mark, U.S. STEEL CANADA, as or in its corporate and business names.

2.2 Sublicences
Licensee shall be entitled to grant sublicences of its rights to its Affiliates on terms no more
favourable to the sub-licensees than the terms granted to Licensee under this Agreement.
Licensee shall enforce all the obligations of the sub-licensee with respect to the use of the Trade-
marks under any such sublicence. Licensee shall provide Notice to Licensor of any sublicences
granted under this Agreement.

2.3 Amendments to Trade-marks

Licensor may from time to time adopt additional Trade-marks for use in the Territory. Licensor
shall give Notice to Licensee of any such additional Trade-marks and upon such Notice, they
shall be included under this Agreement. Licensor may also delete Trade-marks upon not less
than [3] months prior Notice to Licensee and following the expiry of such notice period,
Licensee shall cease use of the Trade-mark(s) identified in such Notice and cause any sub-
licensees to cease use of such Trade-mark(s).
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ARTICLE 3
GOODS AND SERVICES

3.1 Goods and Services and Quality

Licensee shall only use the Trade-marks in Canada in association with the Goods and/or the
Services. The Parties may, by agreement, add to, delete from, or otherwise amend the
description of any of the Goods and Services. The Goods and the Services shall conform in
nature and quality, and be produced or performed by Licensee in compliance with Laws and the
standards and specifications set by Licensor, in its sole discretion, and communicated to
Licensee from time to time. Licensor acknowledges that the standards for the Goods and
Services maintained by Licensee at the Effective Date comply with Licensor's standards and
specifications at such date.

3.2 Inspection
Licensor or its authorized agents shall have the right upon twenty-four (24) hours' prior notice to
Licensee to inspect the Goods and/or Services and the advertisement or performance thereof and
any relevant documents, materials and records pertaining to the Goods and/or Services in order
to determine whether Licensee has complied with Section 3.1. Licensee shall ensure that similar
rights of inspection are included in any sublicence entered into pursuant to Section 2.2. If any
inspection discloses any non-compliance with Licensor's then current standards and
specifications, Licensor shall give notice of same and Licensee shall, and shall cause any sub-
licensees who are not compliant, to promptly take all steps necessary to comply with the
obligations in Section 3.1.
ARTICLE 4
TRADE-MARK USE

4.1 Use
Licensee acknowledges that the rights granted to it to use a Trade-mark apply only to use of the
Trade-mark in connection with the Goods and/or Services and Licensee further agrees:
(a) that Licensor is the exclusive owner of the Trade-marks and all goodwill
associated therewith and has the exclusive right to the use of the Trade-marks in
the Territory and that any unauthorized use of the Trade-marks by Licensee or its
sub-licensees is and shall be deemed to be an infringement of Licensor's rights;
(b) that, except as expressly provided in this Agreement, Licensee acquires no right,
title or interest in any of the Trade-marks. Licensee shall not in any manner
represent that it has any ownership interest in the Trade-marks or applications or
registrations for the Trade-marks;
(c) during the Term of this Agreement and after, not to dispute or contest the validity,
ownership or enforceability of any of the Trade-marks for any reason whatsoever,
directly or indirectly, nor directly or indirectly attempt to dilute the value of the
TOR H2O 2940124 3
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5
goodwill attached to any of the Trade-marks, nor counsel, procure or assist
anyone to do any of the foregoing;
(d) not, without the prior written consent of Licensor, to permit the use of any of the
Trade-marks as part of the business, trade, corporate, partnership or other name of
any Affiliate of Licensee;
(e) to use or display the Trade-marks only in the manner and form prescribed by
Licensor; and
(0
to observe such reasonable requirements with respect to trade-mark notices and
other forms of marking as Licensor from time to time may, in its sole discretion,
direct and communicate to Licensee.
ARTICLE 5
INFRINGEMENT

5.1 Infringement by Third Parties

Licensee agrees to notify Licensor promptly of any conflicting use or any act of infringement or
passing off which comes to its attention involving the Trade-marks or any variation or imitation
thereof by third parties. Licensor may, at its own expense, engage in proceedings involving the
Trade-marks or take such steps as may be necessary in order to terminate such improper use. If
Licensor does not take any action to terminate such improper use within ninety (90) days of
notice from Licensee, Licensee may engage in proceedings involving the Trade-marks at its own
expense provided that it keeps Licensor fully informed of the progress of such proceedings.
Each Party agrees to co-operate with and assist the other and Licensee agrees to cause any sub-
licensee to co-operate and assist to the fullest extent possible in any proceedings instituted in
accordance with this Section 5.1.

5.2 Alleged Infringements by Licensee or Sub licensees

Licensee agrees to give Notice to Licensor immediately of any Claim involving the Trade-marks
that is threatened or is instituted by any Person against Licensee or any sub-licensee and to allow
Licensor to undertake the defence of any such action. If Licensor does not undertake the defence
of any such action within thirty (30) days of such Notice, Licensee or any sub-licensee affected
by such Claim may undertake such defence. Each Party shall fully co-operate with and assist the
other Party and Licensee shall cause any affected sub-licensee to fully co-operate with and assist
to the fullest extent possible in any such defence.
ARTICLE 6
TRANSFER

6.1 Transfer by Licensor

Licensor may Transfer any or all of its rights and obligations under this Agreement, and the
Trade-marks, to any Person, including any bank or lending institution, as it may in its sole
discretion deem appropriate, and except in the event of a Transfer to a bank, lending institution
TOR _ I-120 29401213
175
6
or other person for security purposes, Licensee agrees to release Licensor from any further
liability under this Agreement with respect to the transferred rights, obligations or Trade-marks,
as the case may be.

6.2 Transfer by Licensee

Licensee shall not Transfer its rights or obligations under this Agreement to any Person,
including any bank or lending institution, without the prior written consent of Licensor. Any
actual or purported Transfer occurring without Licensor's prior written consent shall constitute a
default under this Agreement and shall be null and void.
ARTICLE 7
INDEMNITIES/LIABILITY

7.1 Independent Parties

Neither Party is nor shall be deemed to be the agent, joint venturer, or partner of the other Party
and neither Party shall make any representations or take any acts which could establish any
apparent relationship of agency, joint venture, or partnership.

7.2 Non Liability

Neither Party shall be obligated or liable under any agreements, warranties or representations
made by the first Party to or with any other Person, or with respect to any other action of the first
Party or for any injury or death of any Person or damage to any property caused by the other
Party's actions, failure to act, negligence or wilful misconduct, nor for any liability of the other
Party.

7.3 Indemnities
(a) Licensee shall protect, defend, hold harmless and indemnify Licensor, and its
directors, officers, shareholders and employees from and against all Claims
arising out of or in any manner from any acts or omissions of Licensee relating
directly or indirectly to Licensee's or its sub-licensees' use of the Trade-marks.
(b) Licensor shall protect, defend, hold harmless and indemnify Licensee and its sub-
licensees and their respective directors, officers, shareholders and employees from
and against all Claims relating to Licensee's use or sub-licensees' use of the
Trade-marks, provided that all use of the Trade-marks by Licensee and any sub-
licensee have been in accordance with this Agreement and the applicable sub-
licence agreement.
7.4 Limitation of Liability
Notwithstanding any other provision of this Agreement, the liability of a Party to the other Party
for any breach of this Agreement shall be limited to the direct damages arising from such breach,
and neither Party shall have any liability to the other Party for any special, consequential,
1.013._ H20 2940124.3
176
7
indirect, incidental, exemplary or punitive damages or loss of profit, whether in contract, tort or
otherwise, resulting from or arising in connection with any breach of this Agreement by it.
ARTICLE 8
TERM AND TERMINATION

8.1 Term
This Agreement shall become effective as of the Effective Date and shall remain in effect until
terminated pursuant to Section 8.2 or 8.3.

8.2 Termination for Cause

Either Party shall be deemed to be in default and the other Party may terminate this Agreement
effective immediately without notice or prior opportunity to cure the default if the first Party:
(a)
is declared or adjudicated bankrupt or makes a general assignment for the benefit
of creditors or a deemed assignment under the Bankruptcy and Insolvency Act or
any successor legislation (the "Act"), commits an act of bankruptcy, institutes
proceedings to be adjudged bankrupt or insolvent or consents to the institution of
such appointment or proceedings, or admits in writing inability to pay debts
generally as they become due, or a petition is filed against such Party under the
Act, or a liquidator, trustee in bankruptcy, custodian, receiver, receiver and
manager, or any other officer with similar powers is appointed for such Party
except as such termination rights may be stayed by the provisions of the Act;
(b) is in default of any of its obligations under this Agreement and fails to cure such.
default within fifteen (15) days of receipt of notice of default from the other Party;
or
(c) ceases to carry on business, or proceedings are commenced for the winding up or
dissolution of such Party.

8.3Termination by Licensor
Licensor may terminate this Agreement at any time without cause by providing Licensee with
not less than [3] months prior Notice of such termination.

8.4 Licensee's Obligations on Termination

Upon the proper termination of this Agreement under Section 8.2 or 8,3, Licensee shall:
(a) immediately cease to use, directly or indirectly, in any manner whatsoever the
Trade-marks, or any name or mark similar to the Trade-marks, including in its
corporate and business names;
(b) remove the Trade-marks from or deliver up to Licensor or its duly authorized
representatives all materials including signs and advertising materials in its
TOR H2O. n40124 3
177
8 --
possession, custody or control upon which the Trade-marks appear (except for
documents not for public display or reasonably required for archival purposes);
and
(c)
provide Licensor with a copy of Articles of Amendment evidencing the change of
its corporate name to one that does not include any Trade-mark and copies of
cancellations of any business name registrations confirming any Trade-marks.

8.5 Sublicences
Upon the termination of this Agreement, all sublicence agreements entered into by Licensee
shall, at the request of Licensor, be assigned to Licensor or if no such request is made, shall
terminate. If the sub-licence agreements terminate, Licensee shall cause the sub-licensees to
comply with the obligations set out in Schedule 8.4.
ARTICLE 9
GENERAL

9.1 Rights Cumulative

The Parties agree that their respective rights and remedies in this Agreement shall be
independent and cumulative and non-exclusive.

9.2 Entire Agreement

This Agreement and any documents incorporated by reference constitute the entire agreement
between the Parties pertaining to the subject matter and supersede all prior agreements,
understandings, negotiations and discussions with respect to the use of the Trade-marks. This
Agreement may not be amended or waived unless the amendment or waiver is in writing and
executed by authorized officers of the Parties.

9.3 Applicable Law

This Agreement shall be governed by and construed in accordance with the laws of the Province
of Ontario and the laws of Canada applicable therein.

9.4 Severability
The invalidity or unenforceability of any provision or covenant of this Agreement shall not affect
the validity or enforceability of any other provision or covenant, and any invalid provision or
covenant shall be deemed to be severable.
9.5 Non-Waiver
Except as otherwise provided, no term or provision of this Agreement shall be deemed to be
waived and no breach excused unless such waiver is in writing.
TOR H2O' 2940124.?
178
-9-

9.6 Binding Effect

This Agreement shall enure to the benefit of and be binding upon the Parties and their successors
and permitted assigns.

9.7 Notices
Any notice, consent, direction or other communication required or permitted to be given
hereunder (a "Notice") shall be in writing and personally delivered or sent by prepaid registered
mail or by facsimile, in each case to the address of the relevant Party set out above: if to
Licensor: Attention: Edward Jones, General Attorney Intellectual Property, Fax No.:
412.433.2842 , and if to Licensee: Attention: Chief Legal Officer, Fax No.: 905.308.7002, or to
such other address as either Party may by written notice to the other, indicate as its new address
for the purposes of this provision. Any Notice will be deemed to have been received the same
day if personally delivered or sent by facsimile, and four (4) days following the date of mailing,
if sent by prepaid registered mail. Notice shall not be sent by mail in the event of actual or
threatened disruption of postal service.

9.8 Further Assurances

The Parties agree to diligently do or cause to be done all such acts or things as may be necessary
or desirable in order to implement and carry into effect this Agreement to its full extent.
IN WITNESS WHEREOF the parties have duly executed and delivered this Agreement.
UNITED STATES STEEL CORPORATION
Date:

July 17

, 2008
U. S. STEEL CANADA INC.
A
Per:
I
Date: 3-"-ty 1 , 2008
Thomas H. Ferns
General Counsel & Corporate Secretary
U. S. Steel Canada Inc.
TOR H2O 29401213
179
SCHEDULE "A"
TRADE-MARKS
Trade-mark
Application No.
U. S. STEEL
1,368,473
U. S. STEEL CANADA
1,368,479
U. S. STEEL TUBULAR PRODUCTS 1,368,481
USS design
1,369,373
"TOR_ H20 294012,1.3
180
TAB J
This is Exhibit, ref erred to in the
a f f id a v it o f ....f .r:cla Ca .1 .1 1 ). .
sw o rn bef o re me, this )61 11
RETIREMENT PLAN ADMINISTRATION SERVICES AGREEMENT made a*Itlof . .1),/ 20 /
5th day of A ugust, 2008 (the "Services A greement")
C1
/6,e%.".
BETWEEN: UNITED STATES STEEL AND
CARNEGIE PENSION FUND,L a
non-profit membership corporation I
incorporated under the laws of
Pennsylvania
/ A COMMI SSI ONER FOR TAKI NG AFFI DAVI TS
(hereinafter, "UCF")
OF THE FIRST PA RT
A ND
U. S. STEEL CANADA INC., a
corporation incorporated under the laws
of Canada
(hereinafter, "USSC")
OF THE SECOND PA RT
(each a "Party", and collectively, the
"Parties")
WHEREAS UCF administers certain pension, retirement, medical care and other benefit
plans for active and retired employees of United States Steel Corporation ("USS") and
various related companies of USS, and manages and maintains the assets related to
such plans;
AND WHEREAS as a result of its ongoing mandate with respect to such plans, UCF
has acquired a significant degree of expertise with respect to the proper administration
and investment of pension and other benefit plans and their respective funds;
AND WHEREAS USSC is a wholly-owned subsidiary of USS;
AND WHEREAS USSC maintains various registered pension plans, a group registered
retirement saving plan, and a retirement compensation arrangement for the purpose of
providing pension and other retirement benefits to certain eligible employees and former
employees and certain eligible employees and former employees of designated affiliate
corporations (the "USSC Retirement Plans", defined below);
1
8
1
- 2 -
AND WHEREAS
it is prudent, appropriate and desirable for the USSC Retirement
Plans to benefit from UCF's expertise with respect to benefit plan and fund
management, consistent administration, and economies of scale;
AND WHEREAS
pursuant to a resolution of its Board of Directors passed
A ugust 5, 2008, as amended from time to time (the "Delegation Resolution"), the Board
of Directors of USSC has delegated to UCF responsibility with respect to the
administration of the USSC Retirement Plans and their respective funds, as more fully
described in the Delegation Resolution;
AND WHEREAS
further to USSC's general delegation of responsibility to UCF, UCF
shall carry out overall investment management, actuarial and administrative services in
relation to the administration of the USSC Retirement Plans (the "Services");
AND WHEREAS
UCF wishes to engage USSC management's services, expertise and
knowledge of the USSC Retirement Plans to perform certain of the Services;
AND WHEREAS
the Services to be performed by UCF in respect of the USSC
Retirement Plans and the Services to be performed by USSC management at the
request of UCF from time to time are as set out in Schedule "A " to this Services
A greement;
AND WHEREAS
UCF and USSC both agree to perform the Services pursuant to the
terms of this Services A greement;
AND WHEREAS
UCF covenants that it will: (1) act in accordance with the laws and
regulations applicable to the USSC Retirement Plans; (2) follow any reasonable
instructions given from time to time by USSC and its directors concerning the USSC
Retirement Plans; (3) devote its efforts to the USSC Retirement Plans on a basis
consistent with the services it provides to the other plans it administers; (4) consent to
the jurisdiction of the courts of Canada and Ontario; and (5) provide USSC and its
directors such reports, including performance and peer group comparisons as USSC
and its directors may request from time to time;
AND WHEREAS
the parties agree that UCF's services may be terminated by USSC at
any time, with or without cause;
NOW THEREFORE THIS SERVICES AGREEMENT EVIDENCES
that in consideration
of the foregoing and of terms and conditions contained herein the Parties hereto
covenant and agree as follows:
182
ARTICLE 1
INTERPRETATION
1.1 Definitions
For the purposes of this Services A greement, the following terms shall have the
following meanings, except as otherwise expressly provided or unless the context
otherwise requires:
"Applicable Law" means, with respect to a particular USSC Retirement Plan, any act or
regulation applicable to that plan, as amended from time to time, including but not
limited to the Income Tax A ct;
"CRA " means the Canada Revenue A gency or any successor thereto responsible for
the administration and enforcement of the Income Tax A ct;
"Delegation Resolution" means the resolution or resolutions of the Board of Directors
of U. S. Steel Canada Inc. pursuant to which U. S. Steel Canada Inc. has delegated to
the United States Steel and Carnegie Pension Fund general responsibility with respect
to the administration of the USSC Retirement Plans and their respective funds, as such
resolutions may be amended, replaced or repealed from time to time;
"Income Tax Act" means the I nco me Ta x Act (Canada) R.S.C. 1985, c. 1(5th Supp.)
and the regulations made thereunder, as amended from time to time;
"Pension Regulator" means the Financial Services Commission of Ontario and the
Ontario Superintendent of Financial Services, or such other regulatory authority as may
be responsible for the administration and enforcement of the pension benefits standards
legislation applicable to a USSC Retirement Plan;
"Services" means, in relation to a USSC Retirement Plan, the duties and
responsibilities set out in Schedule "A " to this Services A greement;
"USSC Retirement Plans" means such registered pension plans (the "RPP Retirement
Plans") and non-registered pension plan retirement plans (the "Non-RPP Retirement
Plans") listed in Schedule "A " to the Delegation Resolution as amended from time to
time, in relation to which the Board of Directors of USSC has delegated oversight
responsibility to UCF pursuant to the Delegation Resolution.
1.2 Interpretation
The captions and headings of this Services A greement are included for convenience of
reference only and shall not be used in interpreting the provisions of this Services
A greement.
183
-4-
1.3 Severability
The invalidity or unenforceability of any provision of this Services A greement shall not
affect the validity or enforceability of any other provision and any invalid or
unenforceable provision shall be severed from this Services A greement.

1.4
Article, Section and Paragraph References
A s used herein, the terms "A rticle", "Section" and "paragraph" mean and refer to the
specified A rticle, Section and paragraph of this Services A greement, respectively,
unless otherwise indicated.
ARTICLE 2
SERVICES AND FEES

2.1
Scope of Services
The Parties shall perform the Services set out in Schedule "A " to this Services
A greement, as amended, in the form and manner and at the times indicated in
Schedule "A " and, in the case of Services to be performed by USSC management,
subject to such policies and procedures as UCF may direct from time to time.

2.2 Term of Agreement

This Services A greement shall commence as of the date first written above, and shall
continue in full force and effect until terminated pursuant to A rticle 5.

2.3 UCF's Fees

Expenses incurred by UCF in performing the Services under the A greement shall be
charged to USSC (or, as directed by USSC, to the Plans) in accordance with UCF's
Expense A llocation Methodology as set out in Schedule "B" to this Services A greement,
as amended from time to time. No additional fees will be charged.
ARTICLE 3
STANDARD OF CARE

3.1 Standard of Care

The Parties, in the exercise of their duties and responsibilities under this Services
A greement, shall act in accordance with A pplicable Law, and shall exercise the care,
diligence and skill that a duly qualified and experienced administrator of a pension or
retirement benefit plan of the type being administered would exercise in the
circumstances using all skills and knowledge that they possess or ought to possess (the
"Standard of Care").
184
- 5 -
Without limiting the generality of the foregoing, UCF shall devote its efforts to the USSC
Retirement Plans on a basis consistent with the services it provides to the other plans it
administers, and shall follow any reasonable instructions given from time to time by
USSC and its directors and their duly appointed delegates concerning the USSC
Retirement Plans. UCF shall provide to USSC and its directors such reports as USSC
and its directors may request from time to time.
ARTICLE 4
CONFIDENTIALITY

4.1 Confidentiality
A ll personal or confidential information furnished by either Party to the other under this
Services A greement shall at all times be treated in strictest confidence and shall not be
disclosed to third persons (other than a third party service provider, trustee and/or
custodian of a USSC Retirement Plan provided that such person is bound by similar
confidentiality obligations) except as may be required by A pplicable Law, or except
upon prior written approval of the other Party.
ARTICLE 5
AMENDMENT AND TERMINATION

5.1 Amendment
The Parties hereto may at any time and from time to time amend this Services
A greement but every amendment shall be in writing and shall be signed by both Parties.
No provision of this Services A greement shall be deemed to be waived, amended or
modified by either Party unless such waiver, amendment or modification is in writing
and signed by the Parties.

5.2 Termination
UCF may terminate this Services A greement at any time by providing ninety (90) days'
prior written notice to USSC, unless a shorter or longer period has been agreed to by
the Parties in writing. USSC may terminate this Services A greement at any time, with
or without cause, by providing notice to UCF of such termination.
ARTICLE 6
ASSIGNMENT

6.1 Assignment
Neither this Services A greement nor any part hereof nor any benefit hereunder may be
assigned by either Party without the written consent of the other Party, provided that this
A rticle 6 shall not preclude the assignment by either Party of its rights and obligations
under this Services A greement by reason of its merger into, consolidation with, or
continuance as another corporation.
185
- 6 -
ARTICLE 7
NOTICE

7.1 Notice to USSC

A ny notice, demand or other communication under this Services A greement to the
Service Provider shall be in writing addressed to USSC as follows:
U. S. Steel Canada Inc.
386 Wilcox Street
P.O. Box 2030
Hamilton, ON L8N 3T1
Canada
A ttention: General Manager - Finance
Facsimile: (905) 777-7637

7.2 Notice to UCF

A ny notice, demand or other communication under this Services A greement to UCF
shall be in writing addressed to UCF as follows:
United States Steel and Carnegie Pension Fund
350 Park A venue, 17th Floor
New York, NY10022
U.S.A .
A ttention: General Counsel
Facsimile: (212) 826-8450

7.3 Delivery
Notices given pursuant to this A rticle 7 may be sent by personal delivery (including
courier) during business hours or may be sent by ordinary mail or by facsimile. Such
notice shall be deemed to have been delivered at the time of personal delivery, or on
the fifth Business Day following the day of mailing. If delivery by mail is likely to be
delayed by a postal disruption, any notice already sent and not delivered shall be re-
sent by personal delivery or facsimile. A ll subsequent notices sent during the course of
the postal disruption shall be sent by personal delivery or facsimile. If notice is sent by
facsimile, it shall be deemed to be delivered on the day of receipt if sent before 5 p.m.
(local time of the recipient) on a Business Day or on the next Business Day if sent after
5 p.m. or not on a Business Day. Either Party may change its address by giving notice
to the other Party in the manner set forth in this Section 7.3. For the purposes of this
Section 7.3, "Business Day" means each day other than a Saturday, Sunday, a
statutory holiday in the recipient's jurisdiction or any day on which the principal
chartered banks located in the recipient's jurisdiction are not open for business during
normal banking hours.
186
- 7 -
ARTICLE 8
MISCELLANEOUS

8.1
Each Party represents that it has the power and authority to enter into and
perform its obligations under this Services A greement, that the person or
persons signing this Services A greement on behalf of the named Party are
properly authorized and empowered to sign it and that the Services
A greement is valid and binding on the Party and enforceable against the
Party in accordance with its terms.

8.2
Subject to A rticle 6, this Services A greement shall be binding upon and inure
to the benefit of the Parties hereto and their successors and assigns, and
nothing in this Services A greement is intended to confer any rights, or impose
any obligations, upon any other person.

8.3
This Services A greement may be executed in any number of counterparts,
each of which shall be deemed an original, and said counterparts shall
constitute but one and the same instrument and this Services A greement may
be executed by signature transmitted by facsimile and all such signatures
shall be deemed to be original signatures.

8.4
This Services A greement shall be construed in accordance with and
governed by the laws of the Province of Ontario and the laws of Canada
applicable therein and any actions, proceedings or claims relating to this
Services A greement or the USSC Retirement Plans shall be commenced in
the courts of the Province of Ontario. UCF hereby consents to the jurisdiction
of the courts of Ontario and of Canada with respect to the services performed
hereunder.
187
U. S. STEEL CA NA DA INC.
Thomas H. Ferns
Generaleounsel & Corporate Secretary
U. S. Steel Canada Inc.
-8-
8.5
This Services A greement, including all Schedules hereto, constitutes the
entire understanding of the Parties concerning its subject matter. This
Services A greement supersedes all prior oral or written proposals or
agreements between the Parties pertaining to the subject matter hereof.
IN WITNESS WHEREOF, the Pprtiqs hereto have executed this Services A greement
this te\ day of D ed2AAA Y
, 2009.
UNITED STA TES STEEL A ND
CA RNEGIE PENSION FUND

By:
By:

Name: Cary A. Glynq

Name:
[President

Title: -
Title:

By:
By:

Name:
Name:

Title:
Title:
188
SCHEDULE "A"
to the
RETIREMENT PLAN ADMINISTRATION SERVICES AGREEMENT
between
UNITED STATES STEEL AND CARNEGIE PENSION FUND ("UCF")
AND
U. S. STEEL CANADA INC. ("USSC")
made as of the 5t day of August, 2008
SERVICES TO BE PROVIDED BY UCF TO USSC
(PURSUANT TO THE DELEGATION RESOLUTION AND THE SERVICES AGREEMENT)
AND
BY USSC MANAGEMENT TO UCF
(PURSUANT TO THE SERVICES AGREEMENT)
RPP RETIREMENT PLANS
1.
In relation to the RPP retirement plans, the services shall be performed in the form
and manner required by the relevant plan and applicable law, at the times
indicated in the following table, or at such other time(s) as may be required under
applicable law:
Reponsibilities-rof,UCF. ResponsibilitfelAUSSC:Mailageinent .t ,
(a) Administration of Benefits
(i) Process the enrolment and termination of plan members
as and when required. A s required under the relevant
plan and A pplicable Law.
Corporate Manager, Human Resources
(currently, Mario DeMarco)
(ii) Instruct Custodian (currently, CIBC Mellon) regarding the
payment of all pensions, benefits and other amounts
payable under the relevant plan to the persons entitled to
such amounts as and when required under the relevant
plan and A pplicable Law. A s required under the relevant
plan and A pplicable Law.
Corporate Manager, Human Resources
(iii)
Instruct the Custodian to withhold and remit to CRA all
taxes payable in respect of payments from a plan. A t the
time amounts are paid from the plan.
Corporate Manager, Human Resources instructs
Custodian
(b) Investment of RPP Retirement Plan Funds
(i) Prepare and implement an investment
strategy for the RPP Retirement Plans.
On an ongoing basis.
Support and assist UCF in the preparation of an
investment strategy for the RPP Retirement Plans.
On an ongoing basis.
General Manager, Finance (currently, Michael McQuade)
189
- A 2 -
es sibilities of UCF %ResponSibilities of USSC Management
(ii) Conduct annual review of the
statement of investment policies and
procedures ("SIP&P") for each of the
RPP Retirement Plans. Submit each
SIP&P to the USSC Board of Directors
annually for approval (at its Fall
meeting).
support and assist UCF in the preparation and annual
review of the SIP&P for each of the RPP Retirement
Plans.
General Manager, Finance
(iii) Monitor the RPP Retirement Plans'
investments to ensure compliance with
A pplicable Law and the relevant
SIP&P, and for consistency with the
relevant investment strategy.
On an ongoing basis.
Support and assist UCF in the monitoring of the RPP
Retirement Plans' investment to ensure compliance with
A pplicable Law and the relevant SIP&P, and for
consistency with the relevant investment strategy.
On an ongoing basis.
General Manager, Finance
(iv) Monitor and supervise third party
investment managers for the RPP
Retirement Plans.
On an ongoing basis.
Support and assist UCF in its monitoring and supervision
of third party investment managers for the RPP
Retirement Plans. On an ongoing basis.
Meet with UCF regularly to review investment manager
performance as per schedule to be agreed upon by
USSC management and UCF in January of each year.
General Manager, Finance
(v) Perform asset/liability studies of the
funds relating to the RPP Retirement
Plans as and when necessary or
desirable. UCF A ccounting to advise
the CEO of UCF and the USSC Board
of Directors of recommended funding
levels for near to intermediate term
annually.
Support and assist UCF in the performance of
asset/liability studies of the funds relating to the RPP
Retirement Plans as and when necessary or desirable.
General Manager, Finance
(vi) Monitor compliance with Canadian
income tax, pension standards and
securities law requirements.
On an ongoing basis.
Support and assist UCF with respect to compliance with
Canadian income tax, pension standards and securities
law requirements. Upon request by UCF in respect of
securities law requirements. On an ongoing basis in
respect of income tax and pension standards
requirements. ,
Corporate Manager, Human Resources
General Manager, Finance
(c) Determine Plan Design
(i) Recommend to the Board of Directors
of USSC changes to the design of the
RPP Retirement Plans and changes to
the RPP Retirement Plans required by
collective agreements and A pplicable
Law. The Board of Directors of USSC
is responsible for the approval of all
RPP Retirement Plan amendments.
UCF A ccounting to determine the cost
to USSC of all design changes.
Recommend to UCF changes to the design of the RPP
Retirement Plans. A lert and provide copies to UCF to
changes to the RPP Retirement Plans required by
collective agreements or A pplicable Law.
Corporate Manager, Human Resources
Comment WO*Ref point (vii)
I Moved to Other Responsibilities
190
- A 3 -
Responsibilities crjCF. Responsibilities of USSC Management
(d) Determine Plan Interpretation
(i) Consult with USSC management
regarding major issues of plan
interpretation. Report matters of plan
i nterpretation to the Vice President of
A dministration for UCF for information
purposes only.
On an ongoing basis.
Interpret the RPP Retirement Plans to ensure the proper
administration of the plans. On an ongoing basis.
Consult with UCF on major issues of RPP Retirement

Plan interpretation. A s necessary.

Corporate Manager, Human Resources
(e) Conduct A ctuarial Review
(i) UCF A ccounting to prepare and file all
actuarial valuation reports for the RPP
Retirement Plans required by law to be
filed with the Pension Regulator or the
CRA .
Support and assist UCF A ccounting in the preparation of
actuarial valuation reports for the RPP Retirement Plans
by providing and reviewing the data used in the actuarial
reports and reviewing the final reports.
Corporate Manager, Human Resources
General Manager, Finance
(f) Complete Filing of Plan Documents
(i) File a copy of all plan amendments approved by the
Board of Directors of USSC with the Pension Regulator
and CRA . Within 60 days after the date on which the
plan is amended.
Corporate Manager, Human Resources
(ii)
File with the Pension Regulator and CRA certified copies
of each document that modifies the documents that
create and support a plan or its related fund. Within 60
days after the date on which the document is amended.
Corporate Manager, Human Resources
(iii)
Provide notice and a written explanation of plan
amendments to such persons as may be entitled to the
notice or explanation. Within 60 days of registration of
the amendment.
Corporate Manager, Human Resources
(iv)
File an explanation of plan amendments with the Pension
Regulator. Within 6 months after registration of the
amendment.
Corporate Manager, Human Resources
191
- A 4 -
. ReponsiblIfties of UCF_
Respppsibilities of USSC Management
(v) Prepare and file the required reports
(e.g., "cost certificates") for the
Pension Regulator where an
amendment reduces or increases
contributions or creates or changes a
going concern unfunded liability or
solvency deficiency. Within 6 months
following the date the amendment is
required to be submitted for
registration.
Support and assist UCF in the preparation of the required
reports (e.g., "cost certificates") needed for the Pension
Regulator where an amendment reduces or increases
contributions or creates or changes a going concern
unfunded liability or solvency deficiency.
Corporate Manager, Human Resources
(vi)
File a copy of any notice of adverse amendment with the
Pension Regulator and certify details as to the classes of
persons who received the notice, the date when the last
such notice was given and that notice was provided as
required under A pplicable Law. Within 30 days after the
date on which the last of the notices was sent.
Corporate Manager, Human Resources
(vii)
File with the Pension Regulator, CRA or other regulatory
authority of competent jurisdiction such other documents
or information as may be required under A pplicable Law
from time to time.
Corporate Manager, Human Resources
(g) Comply with Pension Standards Reporting Requirements
(i) Prepare and file with the Pension
Regulator an A nnual Information
Return (A IR), Ontario Pension Benefits
Guarantee Fund (PGBF) A ssessment
Certificate and the annual A ctuarial
Information Summary forms (A IS) in
respect of the RPP Retirement Plans.
Support and assist UCF with any questions that may
arise and make arrangements for payments of applicable
PBGF assessment fees as instructed by UCF.
Corporate Manager, Human Resources
General Manager, Finance
(ii) UCF A ccounting to review and
approve and UCF NYto review
financial statements (including an
auditor's report where required by
A pplicable Law) in respect of the RPP
Retirement Plans. UCF A ccounting
will also work with USSC on the
selection of the external auditor, as
needed from time to time
By June 30 each year (assuming
December 31fiscal year end).
Prepare and file financial statements for each RPP
Retirement Plan with the Pension Regulator (including an
auditor's report where required by A pplicable Law).
Consult with UCF on the selection of the outside auditor
for the RPP Retirement Plan financial statements.
By June 30 each year (assuming December 31fiscal
year end).

General Manager, Finance
(iii) Review and approve Investment
Information Summary for each plan.
By June 30 each year (assuming
December 31fiscal year end).
Prepare and file with the Pension Regulator an
Investment Information Summary.
By June 30 each year (assuming December 31fiscal
year end).
General Manager, Finance
192
- A 5 -
Fict-tpdHsibilitie of UCF _ Fidsponsibilities of USSD Manag6ment 1
(h) Ensure Proper Disclosure to Members
(i) Provide to emploYees who will likely become eligible to
join a new plan an explanation of the plan's provisions
and their rights and obligations with respect to the plan.
On an ongoing basis.
Corporate Manager, Human Resources
(ii)
Prepare and provide to employees who will likely becorry i
eligible to join the plan a plan booklet explaining the plar
provisions and the person's rights and obligations with
respect to the plan. Distribution to be no less than 60
days before the employee becomes eligible to join the
plan. Booklets to be updated/prepared periodically and
copies to be distributed directly to UCF A ccounting.
Corporate Manager, Human Resources
(iii)
Explain plan provisions to persons who become eligible
for plan membership upon becoming employed. Within
60 days of the employee commencing employment.
Corporate Manager, Human Resources
(iv)
Provide notice of and explain "adverse" plan
amendments. A s required under A pplicable Law.
Corporate Manager, Human Resources
(v)
Provide annual statement of benefits to members as
prescribed under A pplicable Law.
By June 30 of the year following the plan's fiscal year
end.
Corporate Manager, Human Resources
(vi)
Provide termination statement containing prescribed
information to members who terminate employment in
situations other than retirement or death. Within 30 day=
of termination of employment.
Corporate Manager, Human Resources
193
- A 6 -
Responsibilities +vt~
Responsibilities of USSC Managemepp.:
(vii)
Provide retirement statement and options respecting
payment of pension. Minimum 60 days prior to the
member's normal retirement date or the date at which the
member has indicated he or she intends to retire.
If USSC does not receive adequate notice of the intended
retirement so as to be able to comply with the 60 day
time requirement detailed above, USSC shall provide the
required information within 30 days following receipt by
USSC of a completed application required for
commencement of the pension.
Corporate Manager, Human Resources
(viii)
Provide statement of benefits payable upon death, to
spouse, same-sex partner, beneficiary or estate. Within
30 days of receipt of notice of death of member or former
member.
Corporate Manager, Human Resources
(ix)
Make documents that create and support the pension
plan and other prescribed information available for
inspection by members and others as entitled under
A pplicable Law. Within 30 days of receipt of written
request.
Corporate Manager, Human Resources
(i) Complete Tax Reporting
(i) Complete and file an Emplo yees' Pensio n Pla n I nco me
Ta x Return (T3P) in respect of the RPP Retirement
Plans. By March 30 each year (assuming December 31
tax year end).
General Manager, Finance (delegated to Custodian)
(ii)
Report to members and to CRA RPP contributions made
on members' behalf as and when required under the
Income Tax A ct. On or before the last day of February of
the year following the end of the calendar year in which
the contributions were made.
General Manager, Finance
(iii)
Report Pension A djustments to CRA as and when
required under the Income Tax A ct. On or before the last
day of February of the year following the end of the
calendar year.
Corporate Manager, Human Resources
194
- A 7 -
Respbosbititlesof,UCF Re,sponSibifititwofUS-SC MOnpgement
.74rA t
(iv)
Report Pension A djustment Reversals to CRA as and
when required under the Income Tax A ct. When the
termination occurs in the 1st, 2nd or 3rd quarter of the
calendar year, within 60 days of the last day of the
quarter in which the termination occurs. When the
termination occurs in the 4th quarter, before February 1
of the following calendar year.
Corporate Manager, Human Resources
(v)
Report Past Service Pension A djustments to CRA as and
when required under the Income Tax A ct. Within 120
days of the day on which the past service event occurs.
Corporate Manager, Human Resources
(j)
Ensure Contributions are Made Liquidity is A dequate A sset Mix is Within Guidelines
(i) Calculate month-end cash flows for RPP Retirement
Plans. Issue instructions to trustee and portfolio
managers regarding asset rebalancing in accordance
with parameters established by UCF. Ensure pension
benefit payments are made. Each task to be completed
monthly.
General Manager, Finance
(ii) UCF A ccounting to advise USSC on a
timely basis of minimum (and possibly
voluntary) pension contributions that
are required to be made by any of
USSC's registered defined benefit
pension plans; will also advise as
known, of any changes or re-
allocations of prior contributions on a
timely basis.
Provide pension fund trustee with a summary of
contributions required to be made, as needed.
By the end of February each year or on an interim basis,
if contributions are revised.
General Manager, Finance
(iii) Establish currency overlay policy. Ensure compliance with currency overlay policy on a
monthly basis.
General Manager, Finance
(k) Other Responsibilities
(i) A pprove and forward for payment by
USSC (or, as directed by USSC, one
or more of the RPP Retirement Plans)
any fees or expenses relating to UCF's
accounting and actuarial work for an
RPP Retirement Plan, that UCF
deems to be a cost attributable to the
RPP Retirement Plan or USSC in
accordance with UCF's Expense
A llocation Methodology.
Pay or cause to be paid all fees, expenses, costs, taxes,
regulatory levies and other amounts incurred in
connection with the administration of the plans.
A s and when required under the plan, relevant service
provider contracts and/or A pplicable Law.
Corporate Manager, Human Resources
General Manager, Finance
195
- A 8 -
Fte0onsibillfre%0 F .Besportitillitics of USBC.-Mailagoment
(ii)
Facilitate United States Steel Corporation's compliance
with the Sarbanes-Oxley A ct of 2002, as amended, with
respect to the RPP Retirement Plans. On an ongoing
basis.
Corporate Manager, Human Resources
General Manager, Finance
(iii) Prepare presentations as requested by
USSC and support and assist USSC
with the presentation of the information
for such periodic meetings with a
union provided for under a collective
agreement to discuss matters relating
to any relevant RPP Retirement Plan,
as requested by USS Labor Relations
("LR") and USSC. USS LR and
USSC shall provide sufficient advance
notification of such requests (minimum
1month).
Provide the Member A dvisory Committee established in
respect of an RPP Retirement Plan, or its representative,
the information under USSC's control which is required
by the advisory committee or its representative for the
purposes of the committee, if applicable. A s required
under A pplicable Law from time to time.
Provide any union or its representative(s) the information
relating to an RPP Retirement Plan under USSC's control
to which the union is entitled pursuant to a collective
agreement. A ttend such periodic meetings with a union
provided for under a collective agreement to discuss
matters relating to any relevant RPP Retirement Plan.
Both tasks as and when required under the relevant
collective agreement(s).
Corporate Manager, Human Resources
General Manager, Finance
(iv)
Where there is a change in the name or address of
person who is administrator of a plan, inform FSCO and
the Minister of National Revenue. Within 60 days of the
change.
Corporate Manager, Human Resources
(v) Monitor the RPP Retirement Plans for
compliance with the requirements of
A pplicable Law on an ongoing basis,
including but not limited to
circumstances involving specific
events in the life of a plan (e.g., full or
partial wind-up, surplus withdrawal
applications, asset transfers, etc.).
A lert USSC to material issues. On an
ongoing basis.
Support and assist UCF with respect to monitoring of
compliance with the requirements of A pplicable Law on
an ongoing basis, including but not limited to
circumstances involving specific events in the life of a
plan (e.g., full or partial wind-up, surplus withdrawal
applications, asset transfers, etc.). A lert UCF to material
issues. On an ongoing basis.
Corporate Manager, Human Resources
General Manager, Finance
(vi) Support and A ssist USSC
Management in the preparation of
reports on the administration of the
RPP Retirement Plans and on the
investment of the related funds.
Prepare and submit regular written reports to the USSC
Board of Directors on the administration of the RPP
Retirement Plans and on the investment of the related
funds
Corporate Manager, Human Resources
General Manager, Finance
Comment [jjq2]: Ref point (iv) We
have already specified who is going
to file the various documents, so it
seems excessive to then specify who
is going to reply to questions on the
documents that have been filed. Am I
missing something?
196
- A 9 -
RapOnsibilities of UCF.
Ratponsibilis of USSC Management
( i ) Ensure relevant records regarding the
matters UCF is responsible for in
relation to the RPP Retirement Plans
are securely maintained in accordance
with applicable privacy legislation. On
an ongoing basis.
Ensure relevant records regarding the RPP Retirement
Plans are securely maintained in accordance with
applicable privacy legislation. On an ongoing basis.
Corporate Manager, Human Resources
(viii) UCF A ccounting to develop and
provide to USS Headquarters and
USSC Headquarters the pension,
OPEB, workers' compensation,
compensated absences' expense and
cash flow actuals and projections for
all defined benefit RPP Retirement
Plans as required for annual GA A P
reporting, short range forecast
purposes, for annual USS Business
and Tactical Plans. A lso, UCF will
develop and provide the appropriate
disclosure data and narrative for the
RPP Retirement Plans as needed for
U. S. Steel's A nnual Report and other
external documents.
USSC management to consult with and assist UCF
A ccounting in the development of these valuations,
estimates and disclosures. USSC responsible for
maintaining and providing to UCF accurate and reliable
census data files and for answering any questions UCF
may have on such files. USSC also responsible for
booking in their own Oracle system, the expense and
balance sheet amounts as directed by UCF A ccounting,
and in providing balance sheet data and reconciliation to
UCF as needed.
General Manager, Finance
197
- A 10 -
Group Registered Retirement Savings Plan ("Group RRSP")
2.
In relation to the GRRSP, the services shall be performed in the form and manner
required by the relevant plan and applicable law, at the times indicated in the following
table, or at such other time(s) as may be required under applicable law:
ResporOailitilis Cif -pF ReSpohsibilitie44..uSid Mana6emenr
-
(a) Benefit Administration
(i) Process the enrolment and termination of plan members
as and when required. A s required under the plan and
A pplicable Law.
Corporate Manager, Human Resources
(ii)
Explain plan provisions to persons who become eligible
for plan membership. On or around the time the member
becomes eligible to join the GRRSP.
Corporate Manager, Human Resources
(iii) Pay or cause to be paid all benefits and other amounts
payable under the plan to the persons entitled to such
amounts. A s and when required under the plan and
A pplicable Law.
Corporate Manager, Human Resources (delegated to
Insurer/A dministrator (currently, SunLife Financial))
(iv)
Instruct Insurer/A dministrator to withhold and remit to
CRA all taxes payable in respect of payments from the
plan.
A t the time amounts are paid from the plan.
Corporate Manager, Human Resources (delegated to
Insurer/A dministrator)
(b) Third Party Administration/Investment Service Provider (currently, SunLife Financial)
(i) Supervise the performance of the third
party administration/investment
service provider.
Support and assist UCF in the supervision of the third
party administration/investment service provider. On an
ongoing basis.
Corporate Manager, Human Resources
(ii) Ensure compliance with the Joint
Forum of Financial Market Regulators'
Guidelines for Capital A ccumulation
Plans (the "CA P Guidelines").
Support and assist UCF in ensuring compliance with the
CA P Guidelines. A s required by UCF.
Corporate Manager, Human Resources
(iii) Monitor the performance of the
investment funds made available to
members of the GRA SP through the
third party administration/investment
service provider.
Support and assist UCF in its monitoring of the
performance of the investment funds made available to
members of the GRRSP through the third party
administration/investment service provider. A s required
by UCF.
General Manager, Finance
198
A 11-
Responsibilities of UCF
- Responsibilities of USSC Management
(c) Plan Design
(i)
Recommend to the Board of Directors
of USSC changes to the design of the
GRRSP required by A pplicable Law.
The Board of Directors of USSC is
responsible for the approval of all
GRRSP amendments.
Recommend to UCF changes to the design of the
GRRSP. A lert UCF to changes to the GRRSP required
by A pplicable Law.
Corporate Manager, Human Resources
(d) Plan Interpretation
(i) Consult with USSC management
regarding major issues of plan
interpretation. Report matters of plan
interpretation to the Vice President of
A dministration for UCF for information
purposes only. Upon request by
USSC management.
Interpret the provisions of the GRRSP to ensure the
proper administration of the GRRSP. On an ongoing
basis.
Consult with UCF on major issues of GRRSP
interpretation. A s necessary.

Corporate Manager, Human Resources
(e) Regulatory Reporting
(i)
Report to members and to CRA , GRRSP contributions
made on members' behalf as and when required under
the Income Tax A ct.
On or before the last day of February of the year
following the end of the calendar year in which the
contributions were made.
Corporate Manager, Human Resources (delegated to
Insurer/A dministrator)
(ii)
File with CRA or other regulatory authority of competent
jurisdiction such other documents or information as may
be required under A pplicable Law from time to time.
A s required under A pplicable Law.
Corporate Manager, Human Resources
(f) Other Responsibilities
(I)
Pay or cause to be paid all fees, expenses, costs, taxes,
regulatory levies and other amounts incurred in
connection with the administration of the GRRSP.
A s and when required under the plan, relevant service
provider contracts and/or A pplicable Law.
Corporate Manager, Human Resources
General Manager, Finance
199
- A 12 -
.11
responsibilities of UCF
Responsibilities of USSC Management
(ii)
Support and assist the USSC Board of Directors in
fulfilling USSC's corporate financial reporting
requirements with respect to the GRRSP. Support and
assist United States Steel Corporation in fulfilling its
corporate financial reporting requirements with respect to
the GRRSP.
On an ongoing basis.
General Manager, Finance
(iii)
Facilitate United States Steel Corporation's compliance
with the Sarbanes-Oxley A ct of 2002, as amended, with
respect to the GRRSP. On an ongoing basis.
Corporate Manager, Human Resources
General Manager, Finance
(iv)
Provide regulatory authorities with information requested
in order for the regulatory authority to determine whether
the administration of the plan complies with A pplicable
Law.
A s required under A pplicable Law.
Corporate Manager, Human Resources
(v)
Ensure compliance of the GRRSP with the requirements
of A pplicable Law.
On an ongoing basis.
Corporate Manager, Human Resources (delegated to
Insurer/A dministrator)
(vi) Perform such other tasks with respect
to the administration of the GRRSP as
may be agreed to in writing between
the Parties.
A s agreed to between the Parties.
(vii)
Ensure relevant records regarding the GRRSP are
securely maintained in accordance with applicable
privacy legislation. On an ongoing basis.
Corporate Manager, Human Resources
200
- A 13 -
RETIREMENT COMPENSATION ARRANGEMENT ("RCA")
3.
In relation to the RCA , USSC shall perform the following responsibilities in the form and
manner required by the relevant plan and A pplicable Law, at the times indicated in the
following table, or at such other time(s) as may be required under A pplicable Law:
(a)
,
Responsibilities of UCF
.....-..
Responsibilities of-UOC Management
_ .
Benefit Administration
(i) Respond to participant enquiries. On an ongoing basis.
Corporate Manager, Human Resources
(ii)
Explain plan provisions to persons who become eligible
for plan membership.
Corporate Manager, Human Resources
(iii)
Instruct Custodian (currently, CIBC Mellon) regarding the
payment of all pensions, benefits and other amounts
payable under the RCA to the persons entitled to such
amounts as and when required under the relevant plan
and A pplicable Law. A s required under the relevant plan
and A pplicable Law.
Corporate Manager, Human Resources
(iv)
Instruct Custodian to withhold and remit to CRA , all taxes
payable in respect of payments to or from the RCA .
A t the time amounts are paid to or from the RCA , as
applicable.
General Manager, Finance
(b) Plan Design
(i) Recommend to the Board of Directors
of USSC changes to the design of the
RCA required by A pplicable Law. The
Board of Directors of USSC is
responsible for the approval of all RCA
amendments.
Recommend to UCF changes to the design of the RCA .
A lert UCF to changes to the RCA required by A pplicable
Law.
Corporate Manager, Human Resources
(c) Plan Interpretation
(i) Consult with USSC management
regarding major issues of plan
interpretation. Report matters of plan
interpretation to the Vice President of
A dministration for UCF for information
purposes only. Upon request by
USSC management.
Interpret the provisions of the RCA to ensure the proper
administration of the RCA . On an ongoing basis.
Consult with UCF on major issues of RCA interpretation
and provide documentation of potential or actual changes
to UCF A ccounting. A s necessary.
Corporate Manager, Human Resources
201
- A 14 -
.,
Responsibilities of UCF '
Responsibilities of USSC Management
(d) Investment
(i)
Prepare and implement investment
strategy for RCA . On an ongoing
basis.
Support and assist UCF in the preparation of an
investment strategy for the RCA . On an ongoing basis.
General Manager, Finance
(ii) Monitor RCA 's investments to ensure
compliance with A pplicable Law and
consistency with the investment
strategy. On an ongoing basis.
Support and assist UCF in the monitoring of the RCA 's
investment to ensure compliance with A pplicable Law
and consistency with the investment strategy. On an
ongoing basis.
General Manager, Finance
(iii)
Monitor and supervise third party
investment managers for the RCA . On
an ongoing basis.
Support and assist UCF in its monitoring and supervision
of third party investment managers for the RCA .
Meet with UCF regularly to review investment manager
performance as per schedule to be agreed upon by
USSC management and UCF in January of each year.
General Manager, Finance
(iv)
Perform asset/liability studies of the
fund relating to the RCA as and when
necessary or desirable.
Support and assist UCF in the performance of
asset/liability studies of the fund relating to the RCA as
and when necessary or desirable.
General Manager, Finance
(e) Regulatory Reporting
(i)
Report RCA distributions to members and to CRA as anc
when required under the Income Tax A ct.
General Manager, Finance (delegated to Custodian)
(ii) Prepare and file actuarial documents
or information required by the CRA or
other regulatory authority of competent
jurisdiction as may be required under
A pplicable Law from time to time.
A s required under A pplicable Law.
Support and assist UCF in preparing and filing with CRA
or another regulatory authority of competent jurisdiction
such actuarial documents or information as may be
required under A pplicable Law from time to time.
A s required under A pplicable Law.
Corporate Manager, Human Resources
(f) Other Responsibilities
(i) Develop and advise USSC of the
funding amounts to remit to CRA for
contributions to the RCA and related
refundable taxes payable for the RCA .
A t the time contributions are made to
the RCA .
Remit or cause to be remitted to CRA the refundable tax
payable in respect of contributions to the RCA .
A t the time contributions are made to the RCA .
Corporate Manager, Human Resources instructs
Custodian
202
- A 15 -
,_
Responsibilities 4 - CF
Responsibilities of USSC Management'
-,-
(U)
Pay or cause to be paid all fees, expenses, costs, taxes,
regulatory levies and other amounts incurred in
connection with the administration of the plan.
A s and when required under the plan, relevant service
provider contracts and/or A pplicable Law.
Corporate Manager, Human Resources
General Manager, Finance
(iii) UCF A ccounting to develop and
provide to USS Headquarters and
USSC Headquarters the pension
expense and cash flow actuals and
projections for the RCA , as required
for annual GA A P reporting, short
range forecast purposes and annual
USS Business and Tactical Plans.
A lso, UCF will develop and provide the
appropriate disclosure data and
narrative for the RCA as needed for
U. S. Steel's A nnual Report and other
external documents.
Support and assist the USSC Board of Directors in
fulfilling USSC's corporate financial reporting
requirements with respect to the RCA . Support and
assist United States Steel Corporation in fulfilling its
corporate financial reporting requirements with respect to
the RCA . On an ongoing basis.
General Manager, Finance
(iv)
Facilitate United States Steel Corporation's compliance
with the Sarbanes-Oxley A ct of 2002, as amended, with
respect to the RCA . On an ongoing basis.
Corporate Manager, Human Resources
General Manager, Finance
(v)
Ensure compliance of the RCA with the requirements of
A pplicable Law. On an ongoing basis.
Corporate Manager, Human Resources
(vi) Perform such other tasks with respect
to the administration of the RCA as
may be agreed to in writing between
the Parties.
A s agreed to between the Parties.
(vii) Ensure relevant records regarding the
RCA are securely maintained in
accordance with applicable privacy
legislation. On an ongoing basis.
Ensure relevant records regarding the RCA are securely
maintained in accordance with applicable privacy
legislation. On an ongoing basis.
Corporate Manager, Human Resources
203
SCHEDULE "B"
to the
RETIREMENT PLAN ADMINISTRATION SERVICES AGREEMENT
between
UNITED STATES STEEL AND CARNEGIE PENSION FUND ("UCF")
and
U. S. STEEL CANADA INC. ("USSC")
made as of the 5th day of August, 2008
UCF Expense A llocation Methodology
A t the beginning of every year, UCF A ccounting estimates expenses for the upcoming
year. UCF New York expenses are apportioned to each trust based on assets under
management. The apportionment percentage remains in place for the entire year,
unless there is a new fund added or some unusual activity in one of the funds. UCF
A ccounting, Employee Services and Benefits Planning cost centers are allocated based
on actual hours worked.
Expenses allocated to the U. S. Steel Retirement Plan are prepaid every month based
on the beginning of the year estimate. The prepayment is identical each month
($950,000 in 2008), other than in February, when PBGC payments are added on to the
normal amount, and December, when New York bonuses are paid. A ll other accounts,
with the exception of the United Mineworkers Trust, are billed subsequent to month end
based on actual expenses for the month. Expenses allocated to The United
Mineworkers Trust are paid only once per year, given the immaterial amounts involved.
A t the end of the year, all the expenses are trued up.
Note that the above procedure applies with respect to bills that are shared by all the
trusts. There are certain expenses that the trust is solely responsible for. The trusts
reimburse these expenses as they are paid.
The legal entity UCF pays all bills and is reimbursed in the above manner from the
trusts. It could have cash on hand due to the monthly payment from USS exceeding
what is needed in the subsequent month. UCF A ccounting attempts to minimize any
cash on hand. A ny balance is held in a non-interest bearing account. If UCF
experiences a shortfall in cash, it gets additional funds from the USS trust.
Some trusts pay expenses directly from plan assets and some trust expenses are paid
by the plan sponsor. UCF acts in accordance with directions from the respective plan
sponsors as to the entity to be charged.
204
TAB K
This is Exhibit I ref erred to in the
a f f id a v it o f
/
I .C.LcmiZ O
sw o rn bef o re me, this
6
d a y . 20..l .
BUSINESS SERVICES AGREEME
(also called Global Cost A llocation A greement)
Full Co nso lid a ted a nd Amend ed Versio n
A COMMI SSI ONER FOR TAXI NG AFFI DAVI TS
This Business Services A greement Full Co nso lid a ted a nd Amend ed Versio n ("A greement')
represents the full revised wording of the original Business Services A greement effective as
of the 1st day of January 2007, as amended by A mendments Nos. 1, 2 and 3, changed by the
termination of the A greement with respect to U. S. Steel Serbia, d.o.o. as of January 31,
2012 due to change in control, and as further changed upon the agreement between the
parties effective as of January 1, 2014.
This Business Services A greement Full Co nso lid a ted a nd Amend ed Versio n becomes valid
upon its signing by all under mentioned parties and effective as of January 1, 2014.
U. S. Steel Kogice, s.r.o.
Registered office and
place of business:
Incorporated in:
Co. Reg. No. (160):
Tax Reg. No. (D16):
Id.No. for VA T:
Banking A ddress
A ccount No.:
(hereinafter "USSK")
Vstupny areal U. S. Steel, 044 54 Kosice, Slovak Republic
Company Registry of District Court Kosice I, Incorporation
No.: Section: Sro, file No. 11711N
36 199 222
2020052837
SK7020000119
(Member of a group for VA T purpose in the SR)
Citibank Europe plc, pobooka zahrani6nej hanky
Mlynske nivy 43, 825 01Bratislava, Slovak Republic
IBA N SK63 8130 0000 0020 0360 0000
and
United States Steel Corporation
Registered office and 600 Grant Street, Pittsburgh, PA , 15219, USA
place of business:
Incorporated in: Delaware
Co. Reg. No. (160): 25-1897152
Tax Reg. No. (D16):
Id. No, for VA T:
Banking A ddress
and
SCRVALENPA
PPROVEG
JUDI *. Dann
F Liclurovh
GMZPS A
ASSIF. t ant G
en(
'rA Counsel
MELLON BA NKNA
Pittsburgh, PA , USA
A ccount No.: 000-0300
A BA
043-000-261
SWIFT MELNUS3P
(hereinafter "USSNA")
1/9
2
0
5
U. S. Steel Canada Inc
Registered office and
place of business:
Incorporated in:
Canada Revenue
Business No. :
Corporate Income
Tax No. (DIC):
GST (VA T) No.:
Banking A ddress
A ccount No.:
386 Wilcox Street, P.O. Box 2030, Hamilton Ontario
Canada, L8N 3T1,
Ontario
105011837
105011837 RC0003
105011837 RT0001
Toronto Dominion Bank
New York, NY10019, USA
03248161850
A BA :026003243
(hereinafter "USSC")
Individually referred to as "Party" and collectively as the "Parties";
WHEREAS, USSK, USSNA and USSC are affiliated business entities; and
WHEREAS, USSK, USSNA and USSC require certain inter-company IT and related services
and Financial Transaction Processing Services supplied by each Party; and
WHEREAS, the extent to which the Parties will require such services will vary according to
each Party's needs; and
WHEREAS, the Parties are willing to perform such services during such times and to such
extent as required and reasonably requested by the other Party; and
WHEREAS, the Parties wish to formalize this arrangement; provide for fair and reasonable
commercial pricing for such services and comply with all laws, rules and regulations relating
to the same.
NOW, THEREFORE, the Parties hereby agree as follows:
This A greement sets forth the terms and conditions applicable to the supply of services
by USSKto USSNA and USSC, by USSNA to USSKand USSC and by USSC to
USSKand USSNA (hereinafter "Services").

1.2Subject to the terms and conditions of this A greement, the Parties will provide to each
other the A pplication Hosting and Support Services ("AH&S Services") which will be
agreed upon annually in a form as set forth in A nnex No. 1. A ll A H&S Services are
services provided electronically (e.g. granting the access to web-sites and databases).

1.3 Subject to the terms and conditions of this A greement, the Parties will provide to each
other requested Internal Development and Consulting Services ("ID&C Services").
Such Services will be provided based on the separate written Order - Statement of
Work (SOW) issued by the requiring Party and confirmed by the performing Party.
Each Order for Internal Development and/or Consulting Services for the defined
Project shall include (i) Project No., (ii) the unique identification of the information
system to which the Internal Development and/or Consulting Services relates, and (iii)
short description of the requested services. The Parties will record the ID&C Services
.11,0pRoysp
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1.0 SERVICES
1.1
2/9
206
requested and performed throughout each calendar month in a log in the form of A nnex
No. 2. Internal Development will only be performed in the performing Party's location;
the Consulting Services can be performed also in other locations upon request of the
requiring Party.

1.4 Subject to the terms and conditions of this A greement, USSKwill provide to USSNA or
USSC requested miscellaneous IT Services ("Miscellaneous IT Services"). Such
Services will be provided by USSK's special organizational units (cost centers)
consisted of USSK's employees fully dedicated for the service performance for
USSNA or USSC, based on the separate written Order issued by the requiring Party
and confirmed by USSK, Each Order for Miscellaneous IT Services shall include (i)
short description of the requested services, (ii) requested time/period of performance,
and (iii) USSK's cost center. Miscellaneous IT Services will primarily be performed in
USSK's location, but can also be performed in other locations upon request of the
requiring Party.

1.5Subject to the terms and conditions of this A greement, the Parties will provide to each
other Financial Transaction Processing Services.
1.6 The above listing of the Services is not intended to limit the performance of other
services; however, this A greement will not govern the CA PEXProjects that involve
supplies and/or work performed by external suppliers and/or contractors. CA PEX
Projects will be governed by a separate agreement between the Parties.
1.7 Detailed ordering and invoicing process for the Services specified in clauses 1.2, 1.3,
1.4 and 1.5 of this A rticle is set forth in BSC Global Cost A llocation Ordering and
Invoicing Process.
2.0 USSK/USSNA /USSC EMPLOYEES

2.1The Parties shall employ competent, experienced personnel for the performance of the
Services (the "Employees").
3.0 WA RRA NTY
3.1Each Party shall perform the Services to be provided hereunder in accordance with
good judgment and sound principles, in the best interest of each Party. Each Party's
sole liability for failure to meet the above stated standard shall be to re-perform any
Services found not to meet the above standard and to correct any errors and omissions
found in any data, documents and drawings provided by either Party hereunder,
provided such error(s) and/or omission(s) are not due to inaccurate data and/or
information furnished to the relevant Party,
4.0 NO REQUIRED USE

4,1Nothing herein shall prohibit either Party from engaging any other entity to provide the
Services listed above, or any other services.
5.0 CA PA CITYOF PERSONNEL, STA TUS OF FA CILITIES
5.1USSK, USSNA and USSC Employees shall at all times remain employees of USSK,
USSNA and USSC respectively, Each respective Party supplying Employees shall
alone retain full liability to such personnel for their welfare, salaries, benefits, legally
required social contributions and tax obligations. No facility or equipment of either
Party used in performing the services provided hereunder shall be deemed to be
transferred, assigned, conveyed or leased by performance or use pursuant to this
A greement.
3/9
207
6.0 CONTROL
6.1The performance of Services by each Party for the others pursuant to this A greement
shall in no way impair the control of and responsibility for the business and operations
of USSK, USSNA and USSC. Each Party shall act hereunder so as to assure the
separate operating identity of USSK, USSNA and USSC.
7.0 COMPENSA TION

7.1In consideration of the A H&S Services to be provided by the performing Party for the
requiring Party, the requiring Party shall pay to the performing Party compensation in a
form of annual fee that includes annual costs and a margin in the amount of 5%as
agreed by the Parties in a form as set forth in A nnex No. 1.

7.2In consideration of the ID&C Services to be provided by the performing Party for the
requiring Party, the requiring Party shall pay to the performing Party compensation that
includes actual monthly costs and a margin in the amount of 5%as determined in
accordance with the calculation set forth in A nnex No. 2, where the Total Labor Cost
shall be calculated by multiplying a fixed hourly rate as agreed to usually once a year,
or any time during the year in case of substantive change of business conditions, in a
form as set forth in A nnex No. 3 by the actual number of man-hours spent on the
performance of ID&C Services as shown in A nnex No. 2..
7.3 In consideration of the Miscellaneous IT Services to be provided by USSKfor the
requiring Party, the requiring Party shall pay to USSKcompensation calculated as a
sum of total monthly costs of the respective cost centre + lump sum/Employee (see
7.5) multiplied by number of the cost center's employees + variable monthly fee (see
7.6) + margin in the amount of 5%. If one costs center performs more types of
Miscellaneous IT Services according to various Orders or it performs one type of
Miscellaneous IT Services for both USSNA and USSC, then the compensation
calculated by the aforementioned manner shall be split under Orders or between
USSNA and USSC according to the allocation key agreed to between the Parties.

7.4 In consideration of the Financial Transaction Processing Services to be provided by

the performing Party for the requiring Party, the requiring Party shall pay to the
performing Party compensation as follows:
a) if the whole cost center of the performing Party is fully dedicated for the provision of
the Services for the requiring Party: total monthly costs of the respective cost centre
+ lump sum/Employee (see 7.5) multiplied by number of the cost center's
employees + variable monthly fee (see 7.6) + margin in the amount of 5%, or
b) if the specific Employees of the performing Party are partially dedicated for the
provision of the Services for the requiring Party: total monthly wage costs of the
Employee(s) in the respective month multiplied by time share (in %) of his/her total
monthly performance spent on the performance of the respective type of Financial
Transaction Processing Services + margin in the amount of 5%+ the travel
expenses related to such Financial Transaction Processing Services, if any, in
actual amount.
If one cost center of the performing Party performs the Financial Transaction
Processing Services for two requiring Parties, then the compensation calculated by
the aforementioned manner (letter a) above) shall be split between the requiring
Parties according to the allocation key agreed to between the Parties.
7.5 The amount of a lump sum/Employee (see 7.3 and 7.4) represents the allocated
portion per Employee of the total monthly administrative and operational costs, and it
will be agreed to by the Parties usually once a year, or any time during the year in case
of substantive change of business conditions, in a form as set forth in A nnex No. 4.

7.6The amount of variable monthly fee (see 7.3 and 7.4) includes:
4/9
208
a) social fund cost calculated as 0.9 %from respective payroll costs of the respective
cost center in given month, and
b) allocation of the costs related to management services calculated as %of the total
monthly work time that the respective manager dedicated to the activity of the
respective cost center in a given month multiplied by the average monthly salary;
percentage of the allocation may vary from month to month.
7.7 The amount of a lump sum/Employee (see 7.5) and the variable monthly fee (see 7.6)
are denominated in EUR, and for the purpose of invoicing the final amounts are
recalculated to USD using month-end EUR/USD exchange rate announced by the
European Central Bank.

7.8 The compensation is without VA T. VA T will be added to the compensation according to

the applicable law.
7.9 The compensation may be amended at any time during the A greement term, usually at
the beginning of each following calendar year, in a form of the written A mendment to
the A greement.
8.0 PAYMENT TERMS AND INVOICING
8.1For AH&S Services, the performing Party shall issue an invoice for compensation by
December 31of the respective calendar year in which such Services were performed
8.2 For ID&C Services, the performing Party shall issue an invoice(s) for compensation
within ten (10) calendar days after the end of each calendar month, and (i) the
acceptance protocol for the performed ID&C Services and (ii) records of all ID&C
Services being performed within a calendar month in a log in the form of A nnex No. 2.
will be attached to the invoice. The invoice or acceptance protocol attached to the
invoice shall also include: (i) Order No., (ii) Project No., (iii) the unique identification
of the information system to which Internal Development and/or Consulting
Services relate, if any (iv) number of man-hours spent on the performance of such
Internal Development or Consulting Services, and (v) status of Project (Project in
process or Project completed). When invoicing the travel expenses related to Internal
Development or Consulting Services separately, such invoice shall also include (i)
Order No., (ii) Project No., (iii) the unique identification of the information system to
which Internal Development and/or Consulting Services relate, if any.
8.3 For Miscellaneous IT Services, the performing Party shall issue an invoice(s) for
compensation within ten (10) calendar days after the end of each calendar month,
separately for each Order, and the acceptance protocol for the performed Services will
be attached to the invoice.
8.4 For Financial Transaction Processing Services, the performing Party shall issue an
invoice(s) for compensation within ten (10) calendar days after the end of each
calendar month, and the acceptance protocol for the performed Services will be
attached to the invoice.
8.5 Each invoice for compensation shall be paid by requiring Party to the performing Party
by the fifteenth (15th) day of the calendar month following the calendar month in which
the invoice is issued upon the condition that the invoice is delivered to the requiring
Party at least five (5) days before the due date.
8.6 It is obligatory on USSNA and USSC, due to VA T reasons, to deliver an invoice to
USSKwithin five (5) days from its issuing. In the case that USSNA or USSC does not
deliver the invoice to USSKin the stated time and consequently the tax administrator
imposes sanctions on USSKbecause of lawlessly deducted and delayed tax payment,
USSNA or USSC, as the case may be, will undertake to settle to USSK, by the title of
indemnification, this imposed sanction to the full amount within ten (10) days from the
delivery of its accounting to USSNA or USSC, as the case may be.

8.7 A ll invoices issued by the Parties for Services performed will identify the cost center of
the requiring Party for whom the Services were performed.
5/9
209
9.0 RECORDS AND DOCUMENTS RELATING TO CHARGES
9.1Each Party shall be responsible for maintaining full and accurate records of all Services
rendered pursuant to this A greement and such additional information as may be
reasonably requested for purposes of internal bookkeeping and accounting operations.
10.0 TAXES AND PERMITS
10.1USSKshall be responsible for and shall pay all contributions, taxes and premiums
payable under Slovak, A merican, Canadian, foreign, state and local laws measured
upon the payroll of employees engaged in the performance of the Services under this
A greement, or taxes measured by or based on, in whole or in part, the net income,
gross income, or gross receipts applicable to amounts received by USSKunder this
A greement, and all other taxes applicable to amounts received by USSKunder this
A greement and on all materials and supplies purchased or Services performed by
USSKhereunder.
10.2 Immediately upon execution of this A greement, and at all times during the course of
USSK's performance within the U.S.A . or Canada, USSKshall take all steps necessary
to ascertain if its activities in the U.S.A . or Canada constitute a Permanent
Establishment ("PE") for tax purposes under the laws of the U.S.A . or Canada, as the
case may be, and any relevant Double Tax Treaty. If USSKdetermines that the
performance of activities under this A greement does constitute a PE in the U.S.A . or
Canada, USSKagrees that it will, upon that determination, register that PE as
prescribed under the laws of the U.S.A . or Canada, as the case may be, with the
proper branch of the controlling Tax A uthority and adhere to all other legal and
administrative requirements of a PE in the U.S.A . or Canada.
10.3 USSNA shall be responsible for and shall pay all contributions, taxes and premiums
payable under Slovak, A merican, Canadian foreign, state and local laws measured
upon the payroll of employees engaged in the performance of the Services under this
A greement, or taxes measured by or based on, in whole or in part, the net income,
gross income, or gross receipts applicable to amounts received by USSNA under this
A greement, and all other taxes applicable to amounts received by USSNA under this
A greement and on all materials and supplies purchased or Services performed by
USSNA hereunder.
10.4 Immediately upon execution of this A greement, and at all times during the course of
USSNA 's performance within Slovakia or Canada, USSNA shall take all steps
necessary to ascertain if its activities in Slovakia or Canada constitute a PE for tax
purposes under the laws of Slovakia or Canada, as the case may be, and any relevant
Double Tax Treaty. If USSNA determines that the performance of activities under this
A greement does constitute a PE in Slovakia or Canada, USSNA agrees that it will,
upon that determination, register that PE as prescribed under the laws of Slovakia or
Canada, as the case may be, with the proper branch of the controlling Tax A uthority
and adhere to all other legal and administrative requirements of a PE in Slovakia or
Canada.
10.5 USSC shall be responsible for and shall pay all contributions, taxes and premiums
payable under Slovak, A merican, Canadian, foreign, state and local laws measured
upon the payroll of employees engaged in the performance of the Services under this
A greement, or taxes measured by or based on, in whole or in part, the net income,
gross income, or gross receipts applicable to amounts received by USSC under this
A greement, and all other taxes applicable to amounts received by USSC under this
A greement and on all materials and supplies purchased or Services performed by
USSC hereunder.
10.6 Immediately upon execution of this A greement, and at all times during the course of
USSC' performance within Slovakia or the U.S.A ., USSC shall take all steps necessary
'44.ppizo M
6/9
210
to ascertain if its activities in Slovakia or the U.S.A . constitute a PE for tax purposes
under the laws of Slovakia or the U.S.A ., as the case may be, and any relevant Double
Tax Treaty. If USSC determines that the performance of activities under this
A greement does constitute a PE in Slovakia or the U.S.A ., USSC agrees that it will,
upon that determination, register that PE as prescribed under the laws of Slovakia or
the U.S.A ., as the case may be, with the proper branch of the controlling Tax A uthority
and adhere to all other legal and administrative requirements of a PE in Slovakia or the
U.S.A .
10.7 USSKis responsible for determining whether charges for Services it supplies to any
other Party are subject to VA T. If such charges are subject to VA T, VA T will be
included on the invoices. If such charges are exempt from VA T, the exemption will be
shown on the invoice with reference to respective provisions of relevant VA T A ct.
USSKis also responsible for determining whether it must self-assess VA T on Services
received by it if it has not been charged VA T.
11.0 VALIDITY, TERMINATION AND MODIFICATION
11.1This A greement (Full Co nso lid a ted a nd Amend ed Versio n) will become valid on the
date of last signature and effective on January 1, 2014 when it will fully replace and
incorporate the original Business Services A greement effective as of the 181day of
January 2007, as amended by A mendments Nos. 1, 2 and 3.
11.2 This A greement shall remain in effect until terminated in whole or in part by mutual
consent of all the Parties, or by any Party upon giving thirty (30) days prior written
notice, in which case the A greement will terminate only with respect to said terminating
Party, and will continue with respect to the remaining Parties.
11.3 In the event of a change in control of any Party, this A greement shall automatically
terminate with respect to such Party.
11.4 This A greement may be amended only by a written amendment signed by all of the
Parties, and which expressly states it is amending this A greement. If the subject of the
A mendment relates to only two of the Parties (e.g. mutual Services), it is sufficient for
the validity of such A mendment that it be signed only by the two respective Parties.
12.0 SETTLEMENT ON TERMINATION
12.1No later than ninety (90) days after the effective date of termination of this A greement,
each Party shall deliver to the other a detailed written statement of all charges and
expenses incurred but not included in any statement prior to the effective date of
termination. The amount owed hereunder shall be due and payable within thirty (30)
days of the issue of such statement.
13.0 ASSIGNMENT
13.1This A greement and any rights or obligations pursuant hereto shall not be assignable
by any Party hereto, except to an affiliated company, without the prior written consent
of each of the other Parties. Nothing in this A greement, expressed or implied, is
intended to confer on any person other than the Parties hereto, or their respective legal
successors, any rights, remedies, obligations or liabilities.
14.0 GOVERNING LAW
14.1Legal relations between the Parties not regulated by this A greement will be governed
by the laws of the Commonwealth of Pennsylvania. If a dispute arises out of or relates
to this A greement, or the breach thereof, and if the dispute cannot be settled through
negotiation, the parties agree first to attempt in good faith to settle the dispute by
mediation administered by the A merican A rbitration A ssociation under its Commercial
& VJW,i,Lf s E,AFPROVf D
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(11.4; PSA
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7/9
211
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Mediation Rules before resorting to arbitration or litigation. If the parties do not resolve
the dispute within sixty (60) days from the date of referral or such earlier date for the
termination of any mediation process, such disputes shall be settled by arbitration
administered by the A merican A rbitration A ssociation under its Commercial A rbitration
Rules and judgment on the award rendered by the arbitrator(s) may be entered in any
court having jurisdiction thereof. A ny such mediation and arbitration shall be conducted
in the city wherein the A merican A rbitration A ssociation has an office that is closest to
USSK's principle place of business.
15.0 ENTIRE AGREEMENT
15.1This A greement constitutes the entire A greement between the Parties with respect to
the subject matter hereof.
15.2 This A greement has been prepared in three copies in English language. Each Party will
receive one copy.
IN WITNESS WHEREOF, the Parties have caused this A greement to be executed by their
duly authorized officers.
Win Kosice, dna/date
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U. S. Steel Kotice, s.r.o.

United States Steel Corporation

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8/9
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A nnexes:
No.1- A H&S Services - Flat Fee Payments Calculation for Year: 20...
No.2 - ID&C Services Variable Payments Calculation for Month ...I Year 20..
No.3 - Hourly Rates Calculation for Year: 20..
No.4 - Lump Sum/Employee for the Year: 20..
9/9
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217
TAB L
United States Steel Corporation
Balance Sheet
USSC_ CONSOL.USSC_ LE: USSC Legal Entities
December 2013 A ctual
Report Currency: CA D Total
This Is Walt
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A COMMIS SI ONER FOR TAKI NG AFFI DAVI TS
DEC th13
A SSETS
CURRENT A SSETS
Cash and Cash Equivalents
Public Receivables - Net
Intercompany Receivables
Inventories
Deferred Income Tax Benefits (SIT)
Other Current A ssets
Total Current A ssets
NONCURRENT A SSETS
Public Investments and L/T Receivables
Interco Investments and L/T Receivables
Property Plant and Equipment
Intangible A ssets
Goodwill
Prepaid Pensions
Deferred Income Tax Benefits (LIT)
Other Noncurrent A ssets
Total Noncurrent A ssets
Total A ssets
LIA BILITIES
Public A ccounts Payable
Intercompany A ccounts Payable
Bank Checks Outstanding
Total Payroll and Benefits Payable
A ccrued Taxes
A ccrued Interest
Short-term Debt and Current Maturities
Other Current Liabilities
Total Current Liabilities
NON-CURRENT LIA BILITIES
Long-term Debt
Long-term Intercompany Payables
Employee Related Liabilities
1ff Deferred Income Tax Liabilites
Deferred Credits and Other Liabilities
Total Noncurrent Liabilities
Total Liabilities
OWNERSHIP
NONCONTROLLINGINTEREST
Noncontrolling Interest
STOCKHOLDERS' EQUITY
Preferred Stock Issued
Common Stock Issued
Treasury Stock
A dditional Paid In Capital
Intercompany Stock and A PIC
A ccumulated Other Comprehensive Income
Reta ined Ea rnings - OpeningBa la nce
Reta ined Ea rnings - Current Yea r
Reta ined Ea rnings - Div id end s
Reta ined Ea rnings - Ad justments
Retained Earnings
Total Stockholders' Equity
Total Ownership
Total Liabilltes / Ownership
35,807,383.70
138,734,641.32
99,026,239.09
500,969,988.88
649,394.19
4,431,462.45
779,619,109.63
51,828,109.73
12,294,723.44
988,292,003.44
64,405,797.08
0.00
24,576,996.00
2,822,050.55
1,483,928.26
1,145,703,608.50
1,925,322,718.13
131,669,168.21
425,577,044.57
0.00
141,909,629.03
4,004,573.20
456,143.40
0.00
0.00
703,616,558.41
134,787,375.60
1,620,781,806.96
1,114,704,506.77
3,471,444.30
35,446,310.78
2,909,191,444.41
3,612,808,002.82
0.00
0.00
0.00
0.00
0.00
2,284,501,338.02
(512,457,375.00)
(2,27 5,050,945.48)
(1 ,1 84,47 8,302.23)
0.00
0.00
(3,459,529,247.71)
(1,687,485,284.69)
(1,68/,485,284.69)
1,925,322,718.13
2
1
8
United States Steel Corporation
Income Statement
USSCSONSOLUSSC_ LE: USSC Legal Entities
December 2013 A ctual
Report Currency: CA D Total
SA LES
DEC 2013 YTD
External Sales
1,038,003,298.35 77%
Intercompany/Interdivision Sales
312,196,121.08 23%
Net Sales to Related Parties
0.00 0%
Net Sales
1,350,199,419.43 100%
COSTS A ND EXPENSES
Cost of Sales
1,632,629,763.78 121%
Selling, General & A dmin Expense
29,931,957.63 2%
Depreciation
350,641,747.78 26%
(Income) From Investees
(2,069,640.42) 0%
Net (Gains) Loss on Disposal of A ssets
970,575.73 0%
Other (Income) Net
635,897,498.62 47%
Restructuring & Special Items
0.00 0%
Total Costs & Expense
2,648,001,903.12 196%
A LLOCA TIONS A ND A DJUSTMENTS
A llocations and A djustments
0.00 0%
Total A llocations and A djustments
0.00 0%
Income (Loss) From Operations
(1,297,802,483.69) (96)%
NET INTEREST A ND FINA NCE COSTS
Public Interest (Income)
(88,762.09) 0%
Public Dividends Received
0.00 0%
Interco Interest and Dividend Income
0.00 0%
Other Financial Costs
(142,489,118.46) (11)%
Public Interest Expense
8,200,402.13 1%
Intercompany Interest Expense
171,833,477.96 13%
Total Net Interest and Other Fin Costs
37,455,999.54 3%
Income (Loss) Before Inc Tax A nd Minority Ints
(1,335,258,483.23) (99)%
NON CONTROLLINGINTERESTS
Noncontrolling Interests
0.00 0%
PROVISION (CREDIT) FOR EST. TA X
U. S. Domestic Inc Tax Provision
0.00 0%
Foreign Income Tax Provision
(150,780,181.00) (11)%
Total Income Tax Provision
(150,780,181.00) (11)%
Extraoridinary Item & Disc. Operations
Prior Yrs. Effects-A cctg. Prin. Chgs
Net Income (Loss)
(1,184,4/8,302.23) (88)%
219
United States Steel Corporation
Cash Flow Statement
December 2013
USSC_ CONSOL.USSC_ LE: USSC Legal Entities
Report Currency: CA D Total
Operating A ctivities:
DEC
2013
Net Income
(1,184,478,302.23)
A djustment to reconcile net cash provided by operating activities:
Depreciation Depletion and A mortization 350,641,747.78
Impairment of Goodwill
0.00
Provision for Doubtful A ccounts
(698,817.00)
Non Cash Restructuring and Other Changes 0.00
Pensions/Other Postretirement Benefits (74,777,235.46)
Minority Interests
0.00
Deferred Income Taxes
(150,780,250.00)
Net (Gain)/Loss on Disposal of A ssets 970,575.73
Property Tax Settlement Gain
0.00
Dist Rec Net Equity Investee Income
1,930,359.58
Changes in:
Current Receivables - Sold
0.00
Current Receivables - Repurchased 0.00
Current Receivable - Operating Turnover 35,240,357.42
Inventories
23,363,375.17
Current A ccts Payable/A ccrued Expense (31,592,533.79)
Income Taxes Receivable/Payable 0.00
Change in Bank Checks Outstanding
0.00
Currency Remeasurement (Gain)/Loss
0.00
A ll Other Items Net
1,059,688,618.98
Net Cash Provided by (Used in) Operating A ctivities 29,507,896.18
Investing A ctivities:
Capital Expenditures
(11,806,325.04)
Capital Expenditures - variable interest entities
0.00
A cquisitions
0.00
Disposal of A ssets
558,580.00
Restricted Cash Net
17,084.29
Investments Net
0.00
Net Cash Provided by (Used in) Investing A ctivities (11,230,660.75)
Financing A ctivities:
Revolving Credit Facilities - Borrowing
0.00
Revolving Credit Facilities - Repayment
0.00
Issuance of long-term debt, net of refinancing costs
14,513.98
Repayment of Long-term Debt
(20,376.27)
Proceeds from (payments on) Receivables Purchase A greement
0.00
Common Stock Issued
0.00
Common Stock Repurchased
0.00
Distributions from (to) Minority Interest Owner
0.00
Dividends Paid
0.00
Excess Tax Benefits From Stock-Base Comp
0.00
Net Cash Provided by (Used in) Financing A ctivity
(5,862.29)
Effect of Exchange Rate Changes on Cash
0.00
Net (decrease) increase in cash and cash equivalents
18,2/1,3/3.14
Cash and cash equivalents at beginning of year
1/,93b,U10.bb
Cash and cash equivalents at end of year
35,811/383. /0
Sta tistica l I nf o rma tio n:
Intercompany Cash Beginning Balance
0.00
Change in Intercompany Cash
0.00
Ending Cash inclusive of Intercompany Cash
15,8U 7,38.3./0
220
United States Steel Corporation
Balance Sheet
USSC_ CONSOLUSSC_ LE: USSC Legal Entities
A ugust 2014 A ctual
Report Currency: CA D Total
A SSETS
CURRENT A SSETS
A UG2014
Cash and Cash Equivalents
116,724,190.72
Public Receivables - Net
190,570,113.44
Intercompany Receivables
143,851,196.51
Inventories
433,046,056.30
Deferred Income Tax Benefits (S/T)
487,507.19
Other Current A ssets
6,404,749.85
Total Current A ssets
891,083,814.01
NONCURRENT A SSETS
Public Investments and L/T Receivables
51,547,114.56
Interco Investments and L/T Receivables
12,294,723.44
Property Plant and Equipment
931,776,587.45
Intangible A ssets
61,855,072.44
Goodwill
0.00
Prepaid Pensions
27,888,234.00
Deferred Income Tax Benefits (UT)
(0.25)
Other Noncurrent A ssets
487,192.29
Total Noncurrent A ssets
1,085,848,923.93
Total A ssets
1,9 /5,932, /31.94
LIA BILITIES
Public A ccounts Payable
216,838,495.97
Intercompany A ccounts Payable
363,687,058.77
Bank Checks Outstanding
0.00
Total Payroll and Benefits Payable
150,655,819.95
A ccrued Taxes
4,342,448.54
A ccrued Interest
667,571.13
Short-term Debt and Current Maturities
0.00
Other Current Liabilities
0.00
Total Current Liabilities
736,191,394.36
NON-CURRENT LIA BILITIES
Long-term Debt
139,462,421.06
Long-term Intercompany Payables
1,905,969,364.06
Employee Related Liabilities
1,052,521,847.88
L/T Deferred Income Tax Liabilites
487,506.50
Deferred Credits and Other Liabilities
31,240,868.91
Total Noncurrent Liabilities
3,129,682,008.41
Total Liabilities
3,865,873,402 /7
OWNERSHIP
NONCONTROLLINGINTEREST
Noncontrolling Interest
0.00
STOCKHOLDERS' EQUITY
Preferred Stock Issued
0.00
Common Stock Issued
0.00
Treasury Stock
0.00
A dditional Paid In Capital
0.00
Intercompany Stock and A PIC
2,284,501,338.02
A ccumulated Other Comprehensive Income
(502,724,375.00)
Reta ined Ea rnings - OpeningBa la nce
(3,459,529,247 .7 1 )
Reta ined Ea rnings - Current Yea r
(21 1 ,1 88,380.1 4)
Reta ined Ea rnings - Div id end s
0.00
Reta ined Ea rnings - Ad justments
a00
Retained Earnings
(3,670,717,627.85)
Total Stockholders' Equity
(1,888,940,664.83)
Total Ownership
(1,888,940,664.83)
Total Liabilites / Ownership
1,976,932737.94
221
United States Steel Corporation
Income Statement - By A ccount
USSC_ CONSOLUSSC_ LE: USSC Legal Entities
A ugust 2014
Report Currency: CA D Total
SA LES
A UG2014 YTD
601100 Net Public Sales
1,003,048,826.42
601400 Other Sales
31,549,920.26
601600 Royalty Income
172,433.08
601701Bad Debts Expense
(344,447.71)
601900 Sales Conversion Related
(904,470.64)
External Sales
1,033,522,261.41
602000 I/C-1/D Sales
436,456,156.46
603000 I/C-1/D Sales Other
37,370,871.07
Intercompany/Interdivision Sales
473,827,027.53
Net Sales to Related Parties
0.00
Net Sales
1,507,349,288.94
COST A ND EXPENSES
501000 COS - Shipments
1,971,772,240.11
501200 COS - M and G
355,121.87
501300 COS - OH Materials A bsorption
(2,386,098.79)
501400 COS - Variances
194,314,561.44
501500 COS - Overhead Fixed
7,731,819.04
501700 COS - Shipments IC/ID
19,263,486.23
504102 COS - FIFO A djustment
4,902,685.54
504104 COS - Inventory A djustments - Other
(307,216.53)
504107 COS - ICP in Inventory - Locations
38,778,213.94
505100 COS - Salaries/Wages
168,000.00
505201COS - Pensions
13,980,789.34
505203 COS - Pensions Inactive
(14,303,320.00)
505303 COS - Non Represented Profit Sharing
6,391,847.29
505401COS - Non Pension/OPEB Benefits
13,778,396.44
505501COS - OPEB
2,279,621.00
505503 COS - OPEB Inactive
17,817,918.00
505701COS - FA S 143 A sset Retirement A ccretion
658,666.00
505704 COS - A bandonment of Property - Other
(81,194.58)
IC_ SA LES_ ELIM Intercompany Sales Elim
(771,075,707.59)
Cost of Sales
1,504,039,828.75
517200 Selling - Other
2,007,363.35
Selling
2,007,363.35
512200 G&A - Other
23,547,127.09
General and A dmin
23,547,127.09
Selling, General & A dmin Expense
25,554,490.44
521110 Depreciation & A mortization
66,425,872.29
Depreciation
66,425,872.29
545101Partnerships and Equity Earnings
308,823.17
(Income) From Investees
308,823.17
222
533300 Other Gains or Losses
(158,561.00)
Net (Gains) Loss on Disposal of A ssets (158,561.00)
541000 Other Income
581,261.55
Other (Income) Net
581,261.55
Restructuring & Special Items
LI,UU
Total Costs & Expense
1, 596, 751-,715.20
A LLOCA TIONS A ND A DJUSTMENTS
A llocations and A djustments
0.00
Income (Loss) From Operations
(89,402,426.26)
NET INTEREST A ND FINA NCE COSTS
610101Interest Income on Receivable
(285,349.33)
Public Interest (Income)
(285,349.33)
interco interest ana uiviaena income
531202 Financial Costs - Other
612000 Foreign Exchange (Gain)/Loss
612200 Foreign Exchange (Gain)/Loss -Loans
612900 Foreign Exchange (Gain)/Loss - Realized
612997 Oracle Cents Elimination
Other Financial Costs
u.uu
581.26
(1,649,862.91)
4,179,657.66
(1,169,689.88)
(6,957.98)
1,353,728.15
531101Interest Expense - Other Debt and Related
998,630.13
531102 Interest Expense - Capitalized
(151.502.58)
531103 Interest Expense - Capital Leases
(7,995.39)
531104 Interest Expense - Tax Deficiencies
6,792.61
531105 Interest Expense - Debt
4,993,101.71
538000 System Setup Options - Bank Charges
968.36
Public Interest Expense
5,839,04.84
I/C Interest Expense
114,498,489.22
Intercompany Interest Expense
114,498,489.22
Total Net Interest and Other Fin Costs
121,406,862.88
Income (Loss) Before Inc Tax A nd Minority Ints
(210,809,289.14)
NON CONTROLLINGINTERESTS
Noncontrolling Interests
0.00
PROVISION (CREDIT) FOR EST. TA X
551103 Tax - Federal Income - Prior Year
377,406.00
U. S. Domestic Inc Tax Provision
377,406.00
552102 Tax - Foreign Income - Previous Years
1,685.00
Foreign Income Tax Provision
1,685.00
Total Income Tax Provision
3/9,091.00
Extraordinary Item & Disc. Operation
Prior Yrs. Effects-A cctg. Prin. Chgs.
Net Income (Loss)
(211,188,380.'14)
223
TAB M
This is Exhibit, ref erred to in the
af f idavit of ji,L.6caLl.A.,...4 .1.E.s-Iceeee
sworn bef ore me, this /
day of 20. I LI .
LOA N A GREEMENT
,
A COMMISSIONER FOR TAKING AFFIDAVITS
THIS LOA N A GREEMENT dated as of May 11, 2010 (this "Loan A greement")
between United States Steel Credit Corporation (the "Lender") and U. S. Steel Canada
Inc. (the "Borrower"), respecting the granting by the Lender of a loan in the amount up to
USD 350,000,000 (the "Loan") to the Borrower..
Witnesseth:
WHEREA S, the Borrower and the Lender wish to enter into a Loan A greement
and
NOW, THEREFORE, the Lender grants the Borrower the Loan on the following
terms and conditions:
1. Face A mount: USD 350,000,000.
2. Type: Revolving Credit A greement.
3. Purpose: General corporate purposes.
4. Term: From the date hereof until May 11, 2025 (the "Maturity Date").
5. Interest: A ny advance under the Loan shall bear interest from the date of
the advance until the date on which the advance is paid in full at the safe-harbor
A pplicable Federal Rate ("A FR") in effect during the month the advance is made, as
announced from time to time by the Internal Revenue Service. A s of the date of the
Loan, the A FR in effect is 4.42%per annum. Interest on the Loan shall accrue semi-
annually on each May 1and November 1in arrears. Interest shall be calculated on the
basis of a 360-day year consisting of twelve equal thirty day periods. However, interest
may continue to accrue and shall only be due upon the second anniversary of the date
hereof and biennially thereafter. A ny loan repayment shall be applied to outstanding
advances in the order in which made.
When any payment to be made hereunder shall be stated to be clue on a clay that
is not a Banking Day, such payment shall be made on the next succeeding Banking Day,
and such extension of time shall be included in the computation of payment of interest.
A s used herein, the term "Banking Day" shall mean any day that banking business is
transacted in Pittsburgh, Pennsylvania, U.S.A .
6. Security: Unsecured.
7. Repayment: The outstanding principal balance is due on the Maturity
Date. The Borrower shall have the right, upon payment of all accrued interest, to repay
without premium or penalty, all or part of the outstanding principal amount of the Loan.
8. Currency. The Loan, even if made in another currency, is denominated in
USD if any payment (whether of principal or interest) is made in a currency other than
USD, the Lender shall convert the payment to USD using any commercially reasonable
means.
394370v2
2
2
4
9. Representations: The Borrower makes the following representations and
warranties (which shall survive the execution of this Loan A greement and the making of
each borrowing hereunder).
a. The Borrower is duly organized, validly existing and in good
standing under the laws of Canada;
b. The Borrower has the power to enter into and perform this Loan
A greement and to borrow hereunder and it has taken all necessary corporate actions to
authorize the borrowings upon the terms and conditions of this Loan A greement and to
authorize the execution, delivery and performance of this Loan A greement in
accordance with its terms;
c. This Loan A greement is legally enforceable against the Borrower
in accordance with its terms except to the extent that enforcement thereof may be limited
by bankruptcy, insolvency, or similar laws affecting the enforcement of creditors' rights
generally; and
d. The Borrower is solvent.
10. Covenants:
a. If a person or entity other than United States Steel Corporation or
one of its wholly owned subsidiaries acquires any equity interest in the Borrower,
Borrower will, immediately upon the occurrence thereof, give the Lender notice thereof.
Upon receipt of such notice Lender may at any time thereafter, with or without notice to
the Borrower, declare the outstanding principal amount of the Loan (together with
accrued interest thereon) and any other amounts payable hereunder to be, such
amounts shall become, immediately due and payable without presentment, demand,
protest or other notice of any kind, all of which are hereby waived by the Borrower.
b. So long as this Loan A greement shall remain in effect, the
Borrower shall not, without the consent of Lender, consolidate or merge with or into any
other person or convey, transfer or lease all or substantially all of its assets as an
entirety to any person or entity.
c. So long as this Loan A greement shall remain in effect, the
Borrower shall not mortgage, lease or allow any liens upon its properties except liens
that have not matured (including any which Borrower is contesting in good faith by
adequate proceedings).
11. Events of Default: If any of the following events of default shall occur:
a. Borrower shall default in the payment when due of the principal on
the Maturity Date;
b. Borrower shall default for five (5) days in the payment when due of
any interest;
225
c. Borrower consents to the appointment of a receiver, trustee or
liquidator of all or substantially all of its assets, is unable to meet debts, or files
bankruptcy;
d. Borrower shall have filed against it any receivership, bankruptcy or
other similar proceedings and the same shall not have been stayed or dismissed within
sixty (60) days;
e. any representation or warranty made by the Borrower in this Loan
A greement proves to be incorrect in any material respect when made; or
f. the Borrower shall fail to observe or perform any covenant
contained in this Loan A greement,
then, the Maturity Date shall be accelerated, and the Lender shall have the right to
demand payment by the Borrower, of all sums due pursuant to this Loan A greement.
12. Increased Costs. if Lender's cost of borrowing is increased by an amount
deemed by Lender in its sole discretion to be material, Lender will provide notice thereof
to Borrower as soon as practicable and Borrower shall compensate Lender for all such
increased costs. A ny certificate of Lender in respect of the foregoing will be conclusive
and binding upon the Borrower, absent manifest error, provided that the Lender shall
determine the amounts owing to it in good faith using any reasonable averaging and
attribution methods.
13. Miscellaneous:
a. This Loan A greement and the rights, duties and obligations
contained herein shall be solely for the benefit of the parties hereto and their permitted
assignees and transferees, and no third person or entities shall have any rights
hereunder as a third-party beneficiary, or otherwise.
b. Borrower shall not have the ability to assign any of its rights or
duties under this Loan A greement, whether voluntarily or by operation of law, without
Lender's prior written consent (which consent may be unreasonably withheld).
c. Following the funding of the Loan, the Lender shall be free to
assign all or any part of its rights under this Loan A greement.
d. A ny provision of this Loan A greement which is invalid, illegal or
unenforceable in any respect in any given instance in any jurisdiction shall, as to such
instance and jurisdiction, be ineffective to the extent of such invalidity, illegality or
unenforceability without in any way affecting the validity, legality or enforceability of the
remaining provisions hereof, and any such invalidity, illegality or unenforceability in any
instance in any jurisdiction shall not invalidate or in any way affect the validity, legality or
enforceability of such provisions in any other instance or in any other jurisdiction.
e. Section headings are inserted in this Loan A greement for
convenience of reference only and shall not be used to construe any provision hereof.
226
f. This Loan A greement shall be construed in accordance with and
governed in all other respects by the internal substantive laws of the Commonwealth of
Pennsylvania.
g. A ny interest payments hereunder that are subject to withholding
taxes shall be made net of any such taxes without gross-up.
14. WA IVER OF JURYTRIA L: THE BORROWER A ND THE LENDER
HEREBYIRREVOCA BLYWA IVE A NYA ND A LL RIGHT TO TRIA L BYJURYIN A NY
LEGA L PROCEEDINGA RISINGOUT OF OR RELA TINGTO THIS LOA N
A GREEMENT OR THE TRA NSA CTIONS CONTEMPLA TED HEREBY.
WITNESS the due execution hereof as of the date first written.
LENDER:
UNITED STA TES STEEL CREDIT
CORPORA TION.
By:
L. T. Brockway
President
DA TE:
BORROWER:
U. S. STEEL CA NA DA INC.
M. A . McQuade
Vice President & Chief Financial
Officer
DA TE: 19i/e)
227
AMENDED AND RESTATED LOAN AGREEMENT
THIS A MENDED and RESTA TED LOA N A GREEMENT dated as of July 31,
2012 (this "Loan A greement") between United States Steel Credit Corporation (the
"Lender") and U. S. Steel Canada, Inc. (the "Borrower"), respecting the granting by the
Lender of a loan in the amount up to USD 500,000,000 (the "Loan") to the Borrower..
Witnesseth:
WHEREA S, the Lender and Borrower entered into a Loan A greement dated as
of May 11, 2010 (the "Original Loan A greement"); and
WHEREA S, the Borrower and the Lender now wish to amend and restate the
Original Loan A greement to increase the Face A mount from USD 350,000,000 to USD
500,000,000; and
NOW, THEREFORE, the Lender grants the Borrower the Loan on the following
terms and conditions:
1. Face A mount: USD 500,000,000.
2. Type: Revolving Credit A greement.
3. Purpose: General corporate purposes.
4. Term: From the date hereof until May 11, 2025 (the "Maturity Date").
5. Interest: A ny advance under the Loan shall bear interest from the date of
the advance until the date on which the advance is paid in full at 100%of the applicable
Federal Rate ("A FR"), as defined in Treasury regulations under Internal Revenue Code
Section 482, in effect during the month the advance is made, as announced from time to
time by the Internal Revenue Service. Interest on the Loan shall accrue semi-annually
on each May 1and November 1in arrears. Interest shall be calculated on the basis of a
360-day year consisting of twelve equal thirty day periods. However, interest may
continue to accrue and shall only be due upon the second anniversary of the date
hereof and biennially thereafter. A ny loan repayment shall be applied to outstanding
advances in the order in which made.
When any payment to be made hereunder shall be stated to be due on a day
that is not a Banking Day, such payment shall be made on the next succeeding Banking
Day, and such extension of time shall be included in the computation of payment of
interest. A s used herein, the term "Banking Day" shall mean any day that banking
business is transacted in Pittsburgh, Pennsylvania, U.S.A .
6. Security: Unsecured.
7. Repayment: The outstanding principal balance is due on the Maturity
Date. The Borrower shall have the right, upon payment of all accrued interest, to repay
without premium or penalty, all or part of the outstanding principal amount of the Loan.
392829v3
228
8. Currency. The Loan, even if made in another currency, is denominated
in USD if any payment (whether of principal or interest) is made in a currency other than
USD, the Lender shall convert the payment to USD using any commercially reasonable
means.
9. Representations: The Borrower makes the following representations and
warranties (which shall survive the execution of this Loan A greement and the making of
each borrowing hereunder).
a. The Borrower is duly organized, validly existing and in good
standing under the laws of Canada;
b. The Borrower has the power to enter into and perform this Loan
A greement and to borrow hereunder and it has taken all necessary corporate actions to
authorize the borrowings upon the terms and conditions of this Loan A greement and to
authorize the execution, delivery and performance of this Loan A greement in
accordance with its terms; and
c. This Loan A greement is legally enforceable against the Borrower
in accordance with its terms except to the extent that enforcement thereof may be
limited by bankruptcy, insolvency, or similar laws affecting the enforcement of creditors'
rights generally.
10. Covenants:
a. If a person or entity other than United States Steel Corporation or
one of its wholly owned subsidiaries acquires any equity interest in the Borrower,
Borrower will, immediately upon the occurrence thereof, give the Lender notice thereof.
Upon receipt of such notice Lender may at any time thereafter, with or without notice to
the Borrower, declare the outstanding principal amount of the Loan (together with
accrued interest thereon) and any other amounts payable hereunder to be, such
amounts shall become, immediately due and payable without presentment, demand,
protest or other notice of any kind, all of which are hereby waived by the Borrower.
b. So long as this Loan A greement shall remain in effect, the
Borrower shall not, without the consent of Lender, consolidate or merge with or into any
other person or convey, transfer or lease all or substantially all of its assets as an
entirety to any person or entity.
c. So long as this Loan A greement shall remain in effect, the
Borrower shall not mortgage, lease or allow any liens upon its properties except liens
that have not matured (including any which Borrower is contesting in good faith by
adequate proceedings).
11. Events of Default: If any of the following events of default shall occur:
a. Borrower shall default in the payment when due of the principal on
the Maturity Date;
b. Borrower shall default for five (5) days in the payment when due
of any interest;
2
229
C. Borrower consents to the appointment of a receiver, trustee or
liquidator of all or substantially all of its assets, is unable to meet debts, or files
bankruptcy;
d. Borrower shall have filed against it any receivership, bankruptcy
or other similar proceedings and the same shall not have been stayed or dismissed
within sixty (60) days;
e. any representation or warranty made by the Borrower in this Loan
A greement proves to be incorrect in any material respect when made; or
f. the Borrower shall fail to observe or perform any covenant
contained in this Loan A greement,
then, the Maturity Date shall be accelerated, and the Lender shall have the right to
demand payment by the Borrower, of all sums due pursuant to this Loan A greement.
12. Increased Costs. If Lender's cost of borrowing is increased by an amount
deemed by Lender in its sole discretion to be material, Lender will provide notice thereof
to Borrower as soon as practicable and Borrower shall compensate Lender for all such
increased costs. A ny certificate of Lender in respect of the foregoing will be conclusive
and binding upon the Borrower, absent manifest error, provided that the Lender shall
determine the amounts owing to it in good faith using any reasonable averaging and
attribution methods.
13. Miscellaneous:
a. This Loan A greement and the rights, duties and obligations
contained herein shall be solely for the benefit of the parties hereto and their permitted
assignees and transferees, and no third person or entities shall have any rights
hereunder as a third-party beneficiary, or otherwise.
b. Borrower shall not have the ability to assign any of its rights or
duties under this Loan A greement, whether voluntarily or by operation of law, without
Lender's prior written consent (which consent may be unreasonably withheld).
c. Following the funding of the Loan, the Lender shall be free to
assign all or any part of its rights under this Loan A greement.
d. A ny provision of this Loan A greement which is invalid, illegal or
unenforceable in any respect in any given instance in any jurisdiction shall, as to such
instance and jurisdiction, be ineffective to the extent of such invalidity, illegality or
unenforceability without in any way affecting the validity, legality or enforceability of the
remaining provisions hereof, and any such invalidity, illegality or unenforceability in any
instance in any jurisdiction shall not invalidate or in any way affect the validity, legality or
enforceability of such provisions in any other instance or in any other jurisdiction.
e. Section headings are inserted in this Loan A greement for
convenience of reference only and shall not be used to construe any provision hereof.
3
230
B
Michael A . McQuade
Vice President & Chief Financial
Officer
f.
This Loan A greement shall be construed in accordance with and
governed in ail other respects by the internal substantive laws of the Commonwealth of
Pennsylvania.
g.
A ny interest payments hereunder that are subject to withholding
taxes shall be made net of any such taxes without gross-up.
14.
WA IVER OF JURYTRIA L: THE BORROWER A ND THE LENDER
HEREBYIRREVOCA BLYWA IVE A NYA ND A LL RIGHT TO TRIA L BYJURYIN A NY
LEGA L PROCEEDINGA RISINGOUT OF OR RELA TINGTO THIS LOA N
A GREEMENT OR THE TRA NSA CTIONS CONTEMPLA TED HEREBY.
WITNESS the due execution hereof as of the date first written.
LENDER:
UNITED STA TES STEEL CREDIT
CORPORA TION.
B
DA TE:
BORROWER:
U. S. STEEL CA NA DA INC.
DA TE: 20/2.. 0 7. I /
4
231
SECOND A MENDED A ND RESTA TED LOA N A GREEMENT
THIS SECOND A MENDED and RESTA TED LOA N A GREEMENT dated as of
January 28, 2013 (this "Loan A greement") between United States Steel Credit
Corporation (the "Lender") and U. S. Steel Canada, Inc. (the "Borrower"), respecting the
granting by the Lender of a loan in the amount up to USD 600,000,000 (the "Loan") to
the Borrower..
Witnesseth:
WHEREA S, the Lender and Borrower entered into a Loan A greement dated as
of May 11, 2010 (the "Original Loan A greement"); and
WHEREA S, the Borrower and the Lender amended and restated the Original
Loan A greement dated as of July 31, 2012 (the "First A mendment") to increase the
Face A mount from USD 350,000,000 to USD 500,000,000; and
WHEREA S, the Borrower and the Lender now wish to again amend and restate
the Original Loan A greement to increase the Face A mount from USD 500,000,000 to
USD 600,000,000 ("Second A mendment"); and
NOW, THEREFORE, the Lender grants the Borrower the Loan on the following
terms and conditions:
1.
Face A mount: USD 600,000,000.
2.
Type: Revolving Credit A greement.
3.
Purpose: General corporate purposes.
4.
Term: From the date hereof until May 11, 2025 (the "Maturity Date").
5.
Interest: A ny advance under the Loan shall bear interest from the date of
the advance until the date on which the advance is paid in full at 100%of the applicable
Federal Rate ("A FR"), as defined in Treasury regulations under Internal Revenue Code
Section 482, in effect during the month the advance is made, as announced from time to
time by the Internal Revenue Service. Interest on the Loan shall accrue semi-annually
on each May 1and November 1in arrears. Interest shall be calculated on the basis of a
360-day year consisting of twelve equal thirty day periods. However, interest may
continue to accrue and shall only be due upon the second anniversary of the date
hereof and biennially thereafter. A ny loan repayment shall be applied to outstanding
advances in the order in which made.
When any payment to be made hereunder shall be stated to be due on a day
that is not a Banking Day, such payment shall be made on the next succeeding Banking
Day, and such extension of time shall be included in the computation of payment of
interest. A s used herein, the term "Banking Day" shall mean any day that banking
business is transacted in Pittsburgh, Pennsylvania, U.S.A .
6.
Security: Intentionally omitted.
392829v3
232
7.
Repayment: The outstanding principal balance is due on the Maturity
Date. The Borrower shall have the right, upon payment of all accrued interest, to repay
without premium or penalty, all or part of the outstanding principal amount of the Loan.
8.
Currency. The Loan, even if made in another currency, is denominated
in USD if any payment (whether of principal or interest) is made in a currency other than
USD, the Lender shall convert the payment to USD using any commercially reasonable
means.
9.
Representations: The Borrower makes the following representations and
warranties (which shall survive the execution of this Loan A greement and the making of
each borrowing hereunder).
a.
The Borrower is duly organized, validly existing and in good
standing under the laws of Canada;
b.
The Borrower has the power to enter into and perform this Loan
A greement and to borrow hereunder and it has taken all necessary corporate actions to
authorize the borrowings upon the terms and conditions of this Loan A greement and to
authorize the execution, delivery and performance of this Loan A greement in
accordance with its terms; and
c.
This Loan A greement is legally enforceable against the Borrower
in accordance with its terms except to the extent that enforcement thereof may be
limited by bankruptcy, insolvency, or similar laws affecting the enforcement of creditors'
rights generally.
10. Covenants:
a.
If a person or entity other than United States Steel Corporation or
one of its wholly owned subsidiaries acquires any equity interest in the Borrower,
Borrower will, immediately upon the occurrence thereof, give the Lender notice thereof.
Upon receipt of such notice Lender may at any time thereafter, with or without notice to
the Borrower, declare the outstanding principal amount of the Loan (together with
accrued interest thereon) and any other amounts payable hereunder to be, such
amounts shall become, immediately due and payable without presentment, demand,
protest or other notice of any kind, all of which are hereby waived by the Borrower.
b.
So long as this Loan A greement shall remain in effect, the
Borrower shall not, without the consent of Lender, consolidate or merge with or into any
other person or convey, transfer or lease all or substantially alt of its assets as an
entirety to any person or entity.
c.
So long as this Loan A greement shall remain in effect, the
Borrower shall not mortgage, lease or allow any liens upon its properties except liens
that have not matured (including any which Borrower is contesting in good faith by
adequate proceedings).
11.
Events of Default: If any of the following events of default shall occur:
2
233
Borrower shall default in the payment when due of the principal on
b. Borrower shall default for five (5) days in the payment when due
of any interest;
c. Borrower consents to the appointment of a receiver, trustee or
liquidator of all or substantially all of its assets, is unable to meet debts, or files
bankruptcy;
d. Borrower shall have filed against it any receivership, bankruptcy
or other similar proceedings and the same shall not have been stayed or dismissed
within sixty (60) days;
e. any representation or warranty made by the Borrower in this Loan
A greement proves to be incorrect in any material respect when made; or
f. the Borrower shall fail to observe or perform any covenant
contained in this Loan A greement,
then, the Maturity Date shall be accelerated, and the Lender shall have the right to
demand payment by the Borrower, of all sums due pursuant to this Loan A greement.
12. Increased Costs. If Lender's cost of borrowing is increased by an amount
deemed by Lender in its sole discretion to be material, Lender will provide notice thereof
to Borrower as soon as practicable and Borrower shall compensate Lender for all such
increased costs. A ny certificate of Lender in respect of the foregoing will be conclusive
and binding upon the Borrower, absent manifest error, provided that the Lender shall
determine the amounts owing to it in good faith using any reasonable averaging and
attribution methods.
13. Miscellaneous:
a. This Loan A greement and the rights, duties and obligations
contained herein shall be solely for the benefit of the parties hereto and their permitted
assignees and transferees, and no third person or entities shall have any rights
hereunder as a third-party beneficiary, or otherwise.
b. Borrower shall not have the ability to assign any of its rights or
duties under this Loan A greement, whether voluntarily or by operation of law, without
Lender's prior written consent (which consent may be unreasonably withheld).
c. Following the funding of the Loan, the Lender shall be free to
assign all or any part of its rights under this Loan A greement.
d. A ny provision of this Loan A greement which is invalid, illegal or
unenforceable in any respect in any given instance in any jurisdiction shall, as to such
instance and jurisdiction, be ineffective to the extent of such invalidity, illegality or
unenforceability without in any way affecting the validity, legality or enforceability of the
remaining provisions hereof, and any such invalidity, illegality or unenforceability in any
a.
the Maturity Date;
3
234
instance in any jurisdiction shall not invalidate or in any way affect the validity, legality or
enforceability of such provisions in any other instance or in any other jurisdiction.
e. Section headings are inserted in this Loan A greement for
convenience of reference only and shall not be used to construe any provision hereof.
f. This Loan A greement shall be construed in accordance with and
governed in all other respects by the internal substantive laws of the Commonwealth of
Pennsylvania.
g.
A ny interest payments hereunder that are subject to withholding
taxes shall be made net of any such taxes without gross-up.
14. WA IVER OF JURYTRIA L: THE BORROWER A ND THE LENDER
HEREBYIRREVOCA BLYWA IVE A NYA ND A LL RIGHT TO TRIA L BYJURYIN A NY
LEGA L PROCEEDING A RISING OUT OF OR RELA TING TO THIS LOA N
A GREEMENT OR THE TRA NSA CTIONS CONTEMPLA TED HEREBY.
WITNESS the due execution hereof as of the date first written.
LENDER:
UNITED STA TES STEEL CREDIT
CORPORA TION.
By:
J hn J. Quaid
-President
DA TE:
BORROWER:
U. S. STEEL CA NA DA INC.
B
Michael A . McQuade
Vice President & Chief Financial
Officer
DA TE: '6/ 3 > 49Ze> 2
4
235
THIRD AMENDED AND RESTATED LOAN AGREEMENT
THIS THIRD AMENDED and RESTATED LOAN AGREEMENT dated as of January
28, 2013as amended and restated on October 30, 2013(this "Loan Agreement") between
United States Steel Credit Corporation (the "Lender") and U. S. Steel Canada, Inc. (the
"Borrower"), respecting the making by the Lender of a loan in the amount up to USD
$600,000,000 (the "Loan") to the Borrower.
Witnesseth:
WHEREAS, the Lender and the Borrower entered into a Loan Agreement dated as of
May 11, 2010 (the "Original Loan Agreement");
WHEREAS, the Borrower and the Lender amended and restated the Original Loan
Agreement dated as of July 31, 2012 to increase the Face Amount (as defined therein and herein)
from USD 350,000,000 to USD 500,000,000 (the "First Amendment");
WHEREAS, the Lender advanced funds in respect of the Loan to the Borrower in the
aggregate amount of USD 617,000,000 pursuant to the Original Loan Agreement, as amended by
the First Amendment, of which Original Indebtedness USD 116,969,996 remains outstanding
(the "First Tranche Indebtedness");
WHEREAS, the Lender and the Borrower further amended and restated the Original
Loan Agreement dated- as of January 28, 2013to increase the Face Amount from USD
500,000,000 to USD 600,000,000 (the "Second Amendment"; the Original Loan Agreement as
amended by the First Amendment and the Second Amendment, the "Second Amended and
Restated Loan Agreement"); and
WHEREAS, the Borrower and the Lender now wish to further amend and restate the
Second Amended and Restated Loan Agreement in order to permit the Borrower to access the
balance of the Loan, or up to USD 483,030,004 of aggregate principal amount at any time
outstanding (such additional amount, the "Second Tranche Indebtedness") by the Lender to the
Debtor under this Loan Agreement;
NOW, THEREFORE, the Lender grants the Borrower the Loan on the following terms
and conditions:
1. Face Amount: Up to an aggregate amount of USD 600,000,000 at any one time
outstanding (of which, as of the date hereof, USD 116,969,996 is outstanding)
2. Type: Revolving Credit Agreement.
3. Purpose: General corporate purposes.
4. Term: From the date hereof until May 11, 2025 (the "Maturity Date").
5. Interest: Any advance under the Loan shall bear interest from the date of the
advance until the date on which the advance is paid in full at 100% of the applicable Federal
236
Rate ("AFR"), as defined in Treasury regulations under Internal Revenue Code Section 482, in
effect during the month the advance is made, as announced from time to time by the Internal
Revenue Service. Interest on the Loan shall accrue semi-annually on each May 1 and November
I in arrears. Interest shall be calculated on the basis of a 360-day year consisting of twelve equal
thirty day periods. However, interest may continue to accrue and shall only be due upon the
second anniversary of the date hereof and biennially thereafter. Any loan repayment shall be
applied to outstanding advances in the order in which made.
When any payment to be made hereunder shall be stated to be due on a day that is not a
Banking Day, such payment shall be made on the next succeeding Banking Day, and such
extension of time shall be included in the computation of payment of interest. As used herein, the
term "Banking Day" shall mean any day that banking business is transacted in Pittsburgh,
Pennsylvania, U.S.A.
6. Tranches and Security: It is hereby acknowledged and confirmed that the
indebtedness described below shall be secured by the security interests and collateral, if any,
described below in respect of each tranche, as follows:
First Tranche Indebtedness: Secured by the security interest and collateral described in
the Security Agreement dated as of January 28, 2013by and between the parties hereto;
and
Second Tranche Indebtedness: Secured by the security interest and collateral described
in the Security Agreement dated of January 28, 2013by and between the parties hereto as
the same has been amended and reaffirmed by the Borrower pursuant to that certain
Amendment to Security Agreement dated as of October 30, 2013
7. Repayment and Priorities. The outstanding principal balance, and all accrued and
unpaid interest and all other obligations due to the Lender, each is due in full in cash on the
Maturity Date. The Borrower shall have the right, upon payment of all accrued interest, to repay
without premium or penalty, all or part of the outstanding principal amount of the Loan.
Notwithstanding anything herein or in the Security Agreement (as amended) to the contrary, all
obligations (including the payment of interest and principal as and when required to be paid) in
respect of the Second Tranche Indebtedness shall be required to be paid in full first, prior to any
payment on account of any such obligations relating to the First Tranche Indebtedness, and
Lender shall be deemed to have applied all such payments in accordance with the foregoing
priorities regardless whether the Borrower shall have so specified.
8. Currency. The Loan, even if made in another currency, is denominated in USD if
any payment (whether of principal or interest) is made in a currency other than USD, the Lender
shall convert the payment to USD using any commercially reasonable means.
9. Representations: The Borrower makes the following representations and
warranties (which shall survive the execution of this Loan Agreement and the making of each
borrowing hereunder).
a. The Borrower is duly organized, validly existing and in good standing
under the laws of Canada;
2
237
b. The Borrower has the power to enter into and perform this Loan
Agreement and to borrow hereunder and it has taken all necessary corporate actions to authorize
the borrowings upon the terms and conditions of this Loan Agreement and to authorize the
execution, delivery and performance of this Loan Agreement in accordance with its terms;
c. This Loan Agreement is legally enforceable against the Borrower in
accordance with its terms except to the extent that enforcement thereof may be limited by
bankruptcy, insolvency, or similar laws affecting the enforcement of creditors' rights generally;
and
10. Covenants:
a. If a person or entity other than United States Steel Corporation or one of
its wholly owned subsidiaries acquires any equity interest in the Borrower, Borrower will,
immediately upon the occurrence thereof, give the Lender notice thereof. Upon receipt of such
notice Lender may at any time thereafter, with or without notice to the Borrower, declare the
outstanding principal amount of the Loan (together with accrued interest thereon) and any other
amounts payable hereunder to be, such amounts shall become, immediately due and payable
without presentment, demand, protest or other notice of any kind, all of which are hereby waived
by the Borrower.
b. So long as this Loan Agreement shall remain in effect, the Borrower shall
not, without the consent of Lender, consolidate or merge with or into any other person or convey,
transfer or lease all or substantially all of its assets as an entirety to any person or entity.
c. So long as this Loan Agreement shall remain in effect, the Borrower shall
not mortgage, lease or allow any liens upon its properties except liens that have not matured
(including any which Borrower is contesting in good faith by adequate proceedings).
11. Events of Default: If any of the following events of default shall occur:
a. Borrower shall default in the payment when due of the principal on the
b. Borrower shall default for five (5) days in the payment when due of any
interest;
c. Borrower consents to the appointment of a receiver, trustee or liquidator of
all or substantially all of its assets, is unable to meet debts, or files bankruptcy;
d. Borrower shall have filed against it any receivership, bankruptcy or other
similar proceedings and the same shall not have been stayed or dismissed within sixty (60) days;
e. any representation or warranty made by the Borrower in this Loan
Agreement proves to be incorrect in any material respect when made; or
Maturity Date;
3
238
f. the Borrower shall fail to observe or perform any covenant contained in
this Loan Agreement, then, the Maturity Date shall be accelerated, and the Lender shall have the
right to demand payment by the Borrower, of all sums due pursuant to this Loan Agreement.

12. Increased Costs. If Lender's cost of borrowing is increased by an amount deemed

by Lender in its sole discretion to be material, Lender will provide notice thereof to Borrower as
soon as practicable and Borrower shall compensate Lender for all such increased costs. Any
certificate of Lender in respect of the foregoing will be conclusive and binding upon the
Borrower, absent manifest error, provided that the Lender shall determine the amounts owing to
it in good faith using any reasonable averaging and attribution methods.

13. Miscellaneous:
a. This Loan Agreement and the rights, duties and obligations contained
herein shall be solely for the benefit of the parties hereto and their permitted assignees and
transferees, and no third person or entities shall have any rights hereunder as a third-party
beneficiary, or otherwise.
b. Borrower shall not have the ability to assign any of its rights or duties
under this Loan Agreement, whether voluntarily or by operation of law, without Lender's prior
written consent (which consent may be unreasonably withheld).
c. Following the funding of the Loan, the Lender shall be free to assign all or
any part of its rights under this Loan Agreement.
d. Any provision of this Loan Agreement which is invalid, illegal or
unenforceable in any respect in any given instance in any jurisdiction shall, as to such instance
and jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability
without in any way affecting the validity, legality or enforceability of the remaining provisions
hereof, and any such invalidity, illegality or unenforceability in any instance in any jurisdiction
shall not invalidate or in any way affect the validity, legality or enforceability of such provisions
in any other instance or in any other jurisdiction.
e. Section headings are inserted in this Loan Agreement for convenience of
reference only and shall not be used to construe any provision hereof.
f. This Loan Agreement shall be construed in accordance with and governed
in all other respects by the internal substantive laws of the Commonwealth of Pennsylvania.
g.
Any interest payments hereunder that are subject to withholding taxes
shall be made net of any such taxes without gross-up.
14. WAIVER OF JURY TRIAL: THE BORROWER AND THE LENDER HEREBY
IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL
PROCEEDING ARISING OUT OF OR RELATING TO THIS LOAN AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY.
239
Date:
/
p-
/ 3
hn J. Quaid
President
WITNESS the due execution hereof as of the date first written.
LENDER:
UNITED STATES STEEL
CREDIT CORPORATION
BORROWER:
U. S. Steel Canada Inc.
By:
Michael A. McQuade
Vice President & Chief
Financial Officer
Date:
5
240
WITNESS the due execution hereof as of the date first written.
TENDER:
UNITED STATES STEEL
CREDIT CORPORATION
By:
John J. Quaid
President
Date:
BORROWER:
U. S. Steel Canada Inc.
By:
Michael A. McQuade
Vice President & Chief
Financial Officer
Date: A /.1.,/0.
5
241
TAB N
ThI s I s-EMI R ref erred to I n the
a f f id a v it o f (s.1\alcke-A A.
M c GzLa ktiz
t
sw o rn bef o ro me, this
d a y o f 20 1 1-
SECURITY AGREEMENT
This Security Agreement dated as of January 28, 2013is rryKde braf ttlYN@RWfictftift43AP-
r !DAVITS
States Steel Credit Corporation, a corporation organized under the laws of the State of Delaware
("Secured Party"),. and U. S. Steel Canada Inc., a corporation organized under the laws of Canada
("Debtor").
Witnesseth:
WHEREAS, contemporaneous with the execution and delivery of this Agreement, the
Debtor and the Secured Party are entering into a Second Amended and Restated Loan Agreement
dated as of January 28 , 2013("Loan Agreement") which provides for the making of loans by the
Secured Party in the amount up to USD 600,000,000 (the "Loans") to the Debtor;
WHEREAS, the Secured Party is willing to enter into the Loan Agreement only if Debtor
grants Secured Party a security interest in the Collateral (as hereinafter defined) to secure
repayment of all amounts owed pursuant to the Loan Agreement;
WHEREAS, Debtor is willing to grant a security interest in favor of Secured Party as
herein provided.
NOW, THEREFORE, in consideration of the premises, the mutual covenants contained
herein and for other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, and intending to be legally bound, the parties hereto agree as follows:

1. Definitions.

1.1 When used in this 'Agreement, the following terms shall have the following
meanings:
(a) "Agreement" shall mean this Security Agreement, including all exhibits
and schedules hereto, as the same may be amended or supplemented from time to time.
(b) "Collateral" means all of the right, title and interest of the Debtor in, to
and under the following property, wherever located, and whether now existing or
hereafter arising or acquired from time to time:
(i) all of Debtor's Inventory of iron ore pellets sold to Debtor by
Stelco Holding Co.;
(ii) all books and records relating to the Collateral; and
(iii) all Proceeds and products of each of the foregoing and all
accessions to, substitutions and replacements for, and rents, profits and products
of, each of the foregoing, and any and all Proceeds of any insurance, indemnity or
430557v1
2
4
2
warranty payable to the Debtor from time to time with respect to any of the
foregoing.
(c)
"Debtor" has the meaning set forth in the introductory paragraph hereof.
(d)
"Event of Default" means (i) any Event of Default as defined in the Loan
Agreement; (ii) any failure by Debtor to pay or perform any of its obligations under this
Agreement when due; and (ii) any loss, theft, substantial damage or destruction to or of
any Collateral, or the issuance or filing of any attachment, levy, garnishment or the
commencement of any proceeding in connection with any Collateral or of any other
judicial process in respect of any Collateral.
(e)
"Loan Agreement" has the meaning set forth in the first WHEREAS
clause above.
(1)

"Loans" has the meaning set forth in the first WHEREAS clause above.
(g)
"Person" means any natural person, corporation, limited liability
company, trust, joint venture, association, company, partnership, governmental authority
or agency or other entity.
(h)
"PPSA" means the Personal Property Security Act, as in effect from time
to time in the Province of Ontario, Canada.
(i) "Secured Obligations" means all obligations, duties, indebtedness and
liabilities of the Debtor from time to time arising under, or in connection with: (i) the
Loan Agreement; (ii) any amendment or restatement of the Loan Agreement, including
any such amendment or restatement which increases or decreases the maximum amount
of Loans that may be made by Secured Party to Debtor thereunder; (iii) this Agreement;
and (iv) any other document made, delivered or given in connection with any of the
foregoing; in each case whether now existing or hereafter arising, whether evidenced by a
note or other writing, whether allowed in any bankruptcy, insolvency, receivership or
other similar proceeding, whether arising from an extension of credit, issuance of a letter
of credit, acceptance, loan, guarantee, indemnification or otherwise, and whether direct or
indirect, absolute or contingent, due or to become due, primary or secondary, or joint or
several.
hereof.
a)

"Secured Party" has the meaning set forth in the introductory paragraph
1.2
All capitalized terms used herein which are not otherwise defined herein and
which are defined in the PPSA shall have the same meanings given to them in the PPSA.
1.3
The definitions of terms herein (including those incorporated by reference to the
PPSA or to another document) apply equally to the singular and plural forms of the terms
defined. Whenever the context may require, any pronoun includes the corresponding masculine,
2
243
feminine and neuter forms. The words "include", "includes" and "including" shall be deemed to
be followed by the phrase "without limitation". The word "will" shall be construed to have the
same meaning and effect as the word "shall". Unless the context requires otherwise, (a) any
definition of or reference to any agreement, instrument or other document herein shall be
construed as referring to such agreement, instrument or other document as from time to time
amended, supplemented or otherwise modified; (b) any reference herein to any Person shall be
construed to include such Person's successors and assigns; (c) the words "herein", "hereof' and
"hereunder", and words of similar import, shall be construed to refer to this Agreement in its
entirety and not to any particular provision hereof; and (d) all references herein to sections,
exhibits and schedules shall be construed to refer to sections of, and exhibits and schedules to,
this Agreement.
2. Grant of Security Interest. In order to secure the payment and performance in full
of all of the Secured Obligations, the Debtor hereby pledges and assigns to, and grants a security
interest in, the Collateral to the Secured Party.
3. Other Actions. The Debtor further agrees, at the request and option of Secured
Party, to take any and all actions that Secured Party may determine to be necessary or desirable
for the attachment, perfection and first priority of, and the ability of Secured Party to enforce,
Secured Party's security interest in any and all of the Collateral, including, without limitation,
executing, delivering and, where appropriate, filing financing statements and amendments
relating thereto under the PPSA.
4. Representations and Warranties of Debtor. The Debtor hereby represents and
warrants to Secured Party as follows:

4.1 Debtor is a corporation duly organized and validly existing under the laws of
Canada. Debtor is qualified to do business and in good standing in each province of Canada
where the nature of its business requires such qualification.

4.2 Debtor is the owner of, or has other rights in or power to transfer, the Collateral,
free from any adverse lien, security interest, encumbrance or other right or claim of any Person,
except for the security interest created by this Agreement.
5. Covenants of Debtor. The Debtor covenants with Secured Party as follows:

5.1 Without providing at least 30 days prior written notice to Secured Party, Debtor
will not change its name, its place of business, its type of organization, its jurisdiction of
organization or other legal structure.

5.2 Except for (i) the security interest herein granted and (ii) the effects of actions of
Debtor permitted under Section 5.7 hereof, Debtor shall be and at all times remain the owner of
the Collateral, free from any lien, security interest, encumbrance, or other right or claim of any
other Person, and Debtor shall defend the same against all claims and demands of all Persons at
any time claiming the same or any interests therein adverse to Secured Party.
3
244
5.3
Except as a result of action of Debtor permitted under Section 5.7 hereof, Debtor
shall not pledge, mortgage or create, or suffer to exist any right of any Person in, or claim by any
Person to, the Collateral, or any security interest, lien or encumbrance in the Collateral in favor
of any Person, other than Secured Party.

5.4 Debtor will keep the Collateral in good order and repair, subject only to natural
degradation or its use in accordance with Section 5.7 hereof; and will not use the same in
violation of law or any policy of insurance thereon.

5.5
Debtor will permit Secured Party, or its designee, to inspect the Collateral at any
reasonable time, wherever located.

5.6
Debtor will pay promptly when due all taxes, assessments, governmental charges
and levies upon the Collateral or incurred in connection with the use or operation of the
Collateral or incurred in connection with this Agreement.

5.7 Debtor will not sell or otherwise dispose, or offer to sell or otherwise dispose, of
the Collateral or any interest therein, except for: (i) sales of Inventory in the ordinary course of
business; and (ii) use by Debtor of the Inventory in the manufacture and production of steel
products and activities ancillary thereto.
6. Rights and Remedies. If an Event of Default shall have occurred and be
continuing, Secured Party, without any other notice to or demand upon Debtor shall have in any
jurisdiction in which enforcement hereof is sought, in addition to all other rights and remedies,
the rights and remedies of a secured party under the PPSA and any additional rights and
remedies which may be provided to a secured party in any jurisdiction in which Collateral is
located, including, without limitation, the right to take possession of the Collateral, and for that
purpose Secured Party may, so far as Debtor can give authority therefor, enter upon any premises
on which the Collateral may be situated and remove the same therefrom. The Secured Party may
in its discretion require Debtor to assemble all or any part of the Collateral at such location or
locations within the jurisdiction of Debtor's principal office or at such other locations as Secured
Party may reasonably designate. Unless the Collateral is perishable or threatens to decline
speedily in value or is of a type customarily sold on a recognized market, Secured Party shall
give to Debtor at least five Business Days prior written notice of the time and place of any public
sale of Collateral or of the time after which any private sale or any other intended disposition is
to be made. The Debtor hereby acknowledges that five Business Days prior written notice of
such sale or sales shall be reasonable notice. In addition, Debtor waives any and all rights that it
may have to a judicial hearing in advance of the enforcement of any of Secured Party's rights and
remedies hereunder, including, without limitation, its right following an Event of Default to take
immediate possession of the Collateral and to exercise its rights and remedies with respect
thereto.
7. No Waiver by Secured Party. The Secured Party shall not be deemed to have
waived any of its rights or remedies in respect of the Secured Obligations or the Collateral unless
such waiver shall be in writing and signed by Secured Party. No delay or omission on the part of
Secured Party in exercising any right or remedy shall operate as a waiver of such right or remedy
4
245
or any other right or remedy. A waiver on any one occasion shall not be construed as a bar to or
waiver of any right or remedy on any future occasion. All rights and remedies of Secured Party
with respect to the Secured Obligations or the Collateral, whether evidenced hereby or by any
other instrument or papers, shall be cumulative and may be exercised singularly, alternatively,
successively or concurrently at such time or at such times as Secured Party deems expedient.
8. Expenses. The Debtor shall pay to Secured Party on demand any and all
expenses, including reasonable legal fees and disbursements, incurred or paid by Secured Party
in protecting, preserving or enforcing Secured Party's rights and remedies under or in respect of
any of the Secured Obligations or any of the Collateral.
9. Governing Law. This Agreement shall be governed by, and construed in
accordance with, the laws of the Province of Ontario, Canada.
10. Miscellaneous. The headings of each section of this Agreement are for
convenience only and shall not define or limit the provisions thereof. This Agreement and all
rights and obligations hereunder shall be binding upon Debtor and its respective successors and
assigns, and shall inure to the benefit of Secured Party and its successors and assigns. If any term
of this Agreement shall be held to be invalid, illegal or unenforceable, the validity of all other
terms hereof shall in no way be affected thereby, and this Agreement shall be construed and be
enforceable as if such invalid, illegal or unenforceable term had not been included herein.
IN WITNESS WHEREOF, intending to be legally bound, Debtor and Secured Party have
caused this Agreement to be duly executed as of the date first above written.
U. S. Steel Canada Inc.
("Debtor")
/-
Zer
By:
Name: A - - 714
Title: V t 6- co
United States Steel Credit Corporation
("Secure Part
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By:/
:
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5
246
AMENDMENT TO
SECURITY AGREEMENT
This Amendment to Security Agreement dated as of October 30, 2013(the
"Amendment") is made by and between United States Steel Credit Corporation, a corporation
organized under the laws of the State of Delaware (the "Secured Party"), and U. S. Steel Canada
Inc., a corporation organized under the laws of Canada (the "Debtor").
Witnesseth:
WHEREAS the Debtor and the Secured Party are parties to a Second Amended and
Restated Loan Agreement dated as of January 28, 2013(the "Loan Agreement") which provides
for the making of loans by the Secured Party to the Debtor in an amount up to USD 600,000,000
(the "Loans");
WHEREAS, Debtor and Secured Party are parties to a Security Agreement dated as of
January 28, 2013which secures repayment of all amounts owed by Debtor to Secured Party
pursuant to the Loan Agreement;
WHEREAS, the Secured Party is willing to continue to provide Loans pursuant to a
Third Amended and Restated Loan Agreement dated as of October 30, 2013, only if the Debtor
enters into this Amendment; and
WHEREAS, Debtor is willing to enter into this Amendment as herein provided.
NOW, THEREFORE, in consideration of the premises, the mutual covenants contained
herein and for other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, and intending to be legally bound, the parties hereto agree as follows:
1.
Section 1.1(b) of the Security Agreement is hereby amended and restated in its
entirety as follows:
"(a) "Collateral" means all of the right, title and interest of the Debtor in, to
and under all of the Debtor's property, assets and undertaking, wherever located, and
whether now existing or hereafter arising or acquired from time to time, including,
without limitation, the following property:
(i) all of Debtor's Inventory, Equipment, Goods, Fixtures, Accounts,
Documents of Title, Instruments and Money, Chattel Paper, General Intangibles,
Investment Property and Deposit Accounts;
(ii) all books and records relating to the items described in clause (i)
above; and
(iii) all Proceeds (including proceeds) and products of each of the
foregoing and all accessions to, substitutions and replacements for, and rents,
247
profits and products of, each of the foregoing, and any and all Proceeds of any
insurance, indemnity or warranty payable to the Debtor from time to time with
respect to any of the foregoing."
2. All capitalized terms used herein which are not otherwise defined herein and
which are defined in the Personal Property Security Act, as in effect from time to time in the
Province of Ontario, Canada (the "PPSA"), shall have the same meanings given to them in the
PPSA,
3. Except as herein specifically modified, the terms and conditions of the Security
Agreement shall remain unchanged and in full force and effect, and the Debtor hereby reaffirms,
including, without limitation, its granting of a security interest in the Collateral (and, for the
avoidance of any doubt, hereby pledges and assigns, and grants a security interest in, the
Collateral, as described herein, to the Secured Party), its covenants and agreements under the
Security Agreement.
IN WITNESS WHEREOF, intending to be legally bound, Debtor and Secured Party have
caused this Amendment to be duly executed as of the date first above written.
By:
Name: M, 4, /-M-0/, p,(e"
Title:
YP c'
6-Cb
United States Steel Credit Corporation
("Secured Party")
By:
Name:
Title:
U. S. Steel Canada Inc.
("Debtor")
XI/
2
248
profits and products of, each of the foregoing, and any and all Proceeds of any
insurance, indemnity or warranty payable to the Debtor from time to time with
respect to any of the foregoing."
2. All capitalized terms used herein which are not otherwise defined herein and
which are defined in the Personal Property Security Act, as in effect from time to time in the
Province of Ontario, Canada (the "PPSA"), shall have the same meanings given to them in the
PPSA.
3. Except as herein specifically modified, the terms and conditions of the. Security
Agreement shall remain unchanged and in full force and effect, and the Debtor hereby reaffirms,
including, without limitation, its granting of a security interest in the Collateral (and, for the
avoidance of any doubt, hereby pledges and assigns, and grants a security interest in, the
Collateral, as described herein, to the Secured Party), its covenants and agreements under the
Security Agreement.
IN WITNESS WHEREOF, intending to be legally bound, Debtor and Secured Party have
caused this Amendment to be duly executed as of the date first above written.
U. S. Steel Canada Inc.
("Debtor")
By:
Name:
Title:
United States Steel Credit Corporation
("Secured Party")
tar/ Cre
By:
Nam
oee4 2,0Af _AJ
Title: /0/ 3/ //
2
249
SECOND AMENDMENT AND JOINDER TO
SECURITY AGREEMENT
This Second Amendment and Joinder to Security Agreement dated as of November 12,
2013(the "Amendment")
is made by and between United States Steel Credit Corporation, a
corporation organized under the laws of the State of Delaware (the
"Initial Secured Party") each
of the entities (each, a "USS Seller" and, together with the Initial Secured Party, the "Secured
Parties")
executing a signature page hereto under the heading "USS Seller Additional Secured
Party" and acknowledged by the Debtor, and U. S. Steel Canada Inc., a corporation organized
under the laws of Canada (the "Debtor").
Witnesseth:
WHEREAS the Debtor and the Initial Secured Party are parties to a Security Agreement
dated as of January 28, 2013(as amended, the "Security Agreement");
WHEREAS, from time to time each USS Seller sells materials, goods and other products
(including inventory and raw materials, collectively, the "Goods") to the Debtor pursuant to
arrangements and agreements (the "Sales Agreements") as between such USS Seller and the
Debtor;
WHEREAS, pursuant to each Sales Agreement, Goods sold to the Debtor are sold on
credit subject to agreed upon turns of payment, and the termination of each Sales Agreement is
within the control of a USS Seller, as applicable;
WHEREAS, the USS Sellers have determined that, in light of the Debtor's financial
position and creditworthiness, the USS Sellers no longer wish to sell Goods to the Debtor on
terms other than cash in advance or cash on delivery, unless the Debtor provides acceptable
financial accommodations to the USS Sellers;
WHEREAS, upon the Debtor's request, the USS Sellers are willing to continue to sell
Goods to the Debtor on credit, subject to the terms of payment acceptable to the USS Sellers and
the Debtor, provided that the Debtor secures its obligations to pay for such Goods pursuant to the
terms of the Security Agreement as amended hereby; and
WHEREAS, the Debtor's business, operations and value as a going concern depends
materially on its ability to purchase Goods from the USS Sellers on credit and not on cash in
advance or cash on delivery terms.
NOW, THEREFORE, in consideration of the premises, the mutual covenants contained
herein and for other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, and intending to be legally bound, the parties hereto agree as follows:
1. Section 1.1(i) of the Security Agreement is hereby amended and restated in its
entirety as follows:
"Secured Obligations" means all obligations, duties, indebtedness and liabilities
of the Debtor from time to time owing by the Debtor to any Secured Party
1
250
including, without limitation, obligations, duties, indebtedness and liabilities
arising under, or in connection with: (i) the Loan Agreement; (ii) any amendment
or restatement of the Loan Agreement, including any such amendment or
restatement which increases or decreases the maximum amount of Loans and
other obligations that may be made by Secured Party to Debtor thereunder; (iii)
this Agreement; (iv) all obligations arising out of, in connection with or relating to
the Sales Agreements or the sale of Goods by any USS Seller to the Debtor at any
time and from time to time; and (v) any other document made, delivered or given
in connection with any of the foregoing; in each case whether now existing or
hereafter arising, whether evidenced by a note or other writing, whether allowed
in any bankruptcy, insolvency, receivership or other similar proceeding, whether
arising from an extension of credit, issuance of a letter of credit, acceptance, loan,
guarantee, indemnification or otherwise, and whether direct or indirect, absolute
or contingent, due or to become due, primary or secondary, or joint or several.
2. Section 1.1(j) of the Security Agreement is hereby amended and restated in its
entirety as follows:
"Secured Party" has the meaning set forth in the introductory paragraph hereof
and, in addition, also shall include each of the other parties designated as an
Additional Secured Party on the signature pages of that certain Second
Amendment and Joinder to Security Agreement dated as of November 12, 2013
as acknowledged by the Debtor. For the avoidance of doubt, in each instance in
this Agreement where the term "Secured Party" is used, it shall mean all of the
parties referred to in the prior sentence.
3. All capitalized terms used herein which are not otherwise defined herein and
which are defined in the Personal Property Security Act, as in effect from time to time in the
Province of Ontario, Canada (the "PPSA"), shall have the same meanings given to them in the
PPSA.
4. Except as herein specifically modified, the terms and conditions of the Security
Agreement shall remain unchanged and in full force and effect, and the Debtor hereby reaffirms
its covenants and agreements under the Security Agreement, including, without limitation, the
granting of a security interest in the Collateral to the Initial Secured Party and, after taking into
account the terms of this Amendment, to the USS Sellers as Secured Parties. For the avoidance
of doubt, the Debtor hereby pledges, assigns and grants a security interest in, the Collateral, as
described in the Security Agreement, to the Secured Parties, to secure the Secured Obligations as
described in the Security Agreement as amended hereby, under Section 2 of the Security
Agreement.
2
251
IN WITNESS WHEREOF, intending to be legally bound, Debtor, the Initial Secured
Party and the USS Sellers party hereto have caused this Amendment to be duly executed as of
the date first above written.
U. S. STEEL CANADA INC.
("DEBTOR")
By:
Name:
cL
Title: v e
UNITED STATES STEEL CREDIT CORPORATION
("INITIAL SECURED PARTY')
By:
Name:
Title:

252
USS SELLER ADDITIONAL SECURED PARTY:
UNITED STATES STEEL CORPORATION
("USS SELLER ADDITIONAL SECURED PARTY')
By:
Name:
Title: V`i" erAl 1-PeArifee
THE DEBTOR HEREBY REAFFIRMS ITS GRANTING OF A SECURITY INTEREST IN
THE COLLATERAL IN FAVOR OF THE FOREGOING USS SELLER ADDITIONAL
SECURED PARTY AND, FOR THE AVOIDANCE OF DOUBT, HEREBY PLEDGES,
ASSIGNS AND GRANTS A SECURITY INTEREST IN, THE COLLATERAL, AS
DESCRIBED IN THE SECURITY AGREEMENT, TO THE USS SELLER ADDITIONAL
SECURED PARTY, TO SECURE ALL OBLIGATIONS OWING BY DEBTOR TO SUCH
SECURED PARTY AS DESCRIBED IN THE SECURITY AGREEMENT AS AMENDED
HEREBY.
U. S. STEEL CANADA INC.
("DEBTOR")
By:
Name: 64 4 17,6
Title:
253
By:
Name:
Title:
USS SELLER ADDITIONAL SECURED PARTY:
UNITED STATES STEEL INTERNATIONAL, INC.
("USS SELLER ADDITIONAL SECURED PARTY')
By:
.
Name:
(j1-, }c)A e
THE DEBTOR HEREBY REAFFIRMS ITS GRANTING OF A SECURITY INTEREST IN
THE COLLATERAL IN FAVOR OF THE FOREGOING USS SELLER ADDITIONAL
SECURED PARTY AND, FOR THE AVOIDANCE OF DOUBT, HEREBY PLEDGES,
ASSIGNS AND GRANTS A SECURITY INTEREST LN, THE COLLATERAL, AS
DESCRIBED IN THE SECURITY AGREEMENT, TO THE USS SELLER ADDITIONAL
SECURED PARTY, TO SECURE ALL OBLIGATIONS OWING BY DEBTOR TO SUCH
SECURED PARTY AS DESCRIBED IN THE SECURITY AGREEMENT AS AMENDED
HEREBY.
U. S. STEEL CANADA INC.
("DEBTOR")
I
Title: Vte
254
USS SELLER ADDITIONAL SECURED PARTY:
STELCO HOLDING COMPANY
("USS SELLER ADDITIONAL SECURED PARTY')
By:
Name:
Title:
THE DEBTOR HEREBY REAFFIRMS ITS GRANTING OF A SECURITY INTEREST IN
THE COLLATERAL IN FAVOR OF THE FOREGOING USS SELLER ADDITIONAL
SECURED PARTY AND, FOR THE AVOIDANCE OF DOUBT, HEREBY PLEDGES,
ASSIGNS AND GRANTS A SECURITY INTEREST IN, THE COLLATERAL, AS
DESCRIBED IN THE SECURITY AGREEMENT, TO THE USS SELLER ADDITIONAL
SECURED PARTY, TO SECURE ALL OBLIGATIONS OWING BY DEBTOR TO SUCH
SECURED PARTY AS DESCRIBED IN THE SECURITY AGREEMENT AS AMENDED
I IEREBY.
U. S. STEEL CANADA INC.
("DEBTOR")
By:
Name:
Title:

255
TAB O
256
TAB P
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sw o rn bef o re me, this.1 I f rd -41
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1 4COMMSSI .--- ONEli FOR TAKI NG AFFI DAVI TS
LOAN AGREEMENT
THIS LOAN AGREEMENT dated as of 29 October 2007 (this "Loan Agreement") between
U. S. Steel Canada Limited Partnership (the "Lender") and 1344973Alberta ULC (the
"Borrower") respecting the granting by the Lender of a loan (the "Loan") to the Borrower.
WITNESSETH:
WHEREAS, the Lender has agreed to provide the Loan to Borrower under the terms set forth in
this Agreement,
NOW, THEREFORE, the Lender grants the Borrower the Loan on the following terms and
conditions:
1. Maximum Amount: CD1,000,000,000
2. Type: Term Loan.
3. Purpose: General Corporate Purposes.
Term: From the date hereof until 31 October 2037 (the "Maturity Date").
5. Interest: Amounts outstanding under the Loan shall bear interest at a rate of 9.03% per
annum. Interest on the Loan shall accrue daily and compound semi annually in arrears on
the first day of the months of May and November (commencing on May 1, 2008) on
which banks are open for business in each of Toronto, Ontario, Canada and the
Netherlands (a "Banking Day") in each year and Interest shall also compound on the
Maturity Date, Interest shall be calculated on the basis of a 360-day year consisting of
twelve equal thirty-day periods, Any interest, including compound interest, which
accrues in any Taxation Year (as defined in the Income Tax Act (Canada)) of the
Borrower shall be paid on the last Banking Day of the second Taxation Year of the
Borrower following the Taxation Year of the Borrower in which such interest accrued.
For purposes of disclosure pursuant to the Interest Act (Canada), the annual rate of
interest to which the rate of interest provided in this Agreement and stated herein to be
computed on the basis of a 360-day year is equivalent to the rate so determined
multiplied by the actual number of days in the applicable calendar year and divided by
360.
Notwithstanding any other provisions of this Agreement, in no event shall this
Agreement require the payment or permit the collection of interest or other amounts in an
amount or at a rate in excess of the amount or rate that is permitted by law or in an
amount or at a rate that would result in the receipt by the Lender of interest at a criminal
rate, as the terms "interest" and "criminal rate" are defined under the Criminal Code
(Canada). Where more than one such law Is applicable to the Borrower, the Borrower
shall not be obliged to make payment in an amount or at a rate higher than the lowest
amount or rate permitted by such laws. If item any circumstances whatever, fulfillment
of any provision of this Agreement shall involve transcending the limit of validity
prescribed by any law for the collection or charging of interest, the obligation to be
TOP,A201701495A
2
5
7
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fulfilled shall be reduced to the limit of such validity, and if from any such circumstances
the Lender shall ever receive anything of value as interest or deemed interest under this
Agreement in an amount that would exceed the highest lawful rate of interest permitted
by any law, such amount that would be excessive interest shall be applied to the reduction
of the principal amount of the Loan, and not to the payment of interest, or if such
excessive interest exceeds the unpaid principal balance of the Loan, the amount
exceeding the unpaid balance shall be refunded to the Borrower. In determining whether
or not the interest paid or payable under any specified contingency exceeds the highest
lawful rate, the Borrower and the Lender shall, to the maximum extent permitted by any
law, (a) characterize any non principal payment as an expense, fee or premium rather
than as interest, (b) exclude voluntary prepayments and the effects thereof, (c) amortize,
prorate, allocate and spread the total amount of interest throughout the term of such
indebtedness so that interest thereon does not exceed the maximum amount permitted by
any law, or (d) allocate interest between portions of such indebtedness to the end that no
such portion shall bear interest at a rate greater than that permitted by any law.
6. Security: Unsecured,
7.
Advances: An advance shall be made on or before 31 October 2007 in an amount not to
exceed the principal amount stated in Section 1 all as set forth in a request for advance
referencing this Loan Agreement and substantially in the form attached hereto as Exhibit
A. Further advances may be made upon at least one Banking Day's prior written notice
by the Borrower to the Lender pursuant to a request for advance in a similar form as
attached hereto as Exhibit A.
8.
Repayment: The outstanding principal balance of the Loan is due on the Maturity Date.
The Borrower shall have the right, upon payment of all accrued interest, to repay without
premium or penalty, all or part of the outstanding principal amount of the Loan. When
any payment of principal to be made hereunder shall be stated to be due on a day that is
not a Banking Day, such payment shall be made on the next succeeding Banking Day.
9.
Currency, The Loan may be made in one or more advances, If an advance is made in a
currency other than CD then the Lender shall convert such amount advanced in such
other currency to CD using any commercially reasonable means. If any payment
(whether of principal or interest) is, Made in a currency other than CD, the Lender shall
convert the payment to CD using any commercially reasonable means.
10.
Taxes: Any interest payments hereunder that are subject to withholding taxes shall be
made net of any such taxes without gross-up. Such withholding taxes shall be withheld
by the Borrower for remittance by the Borrower to the Receiver General of Canada on a
timely basis and the amount so. remitted shall be credited to the Borrower as payment of
interest hereunder.
11.
Representations: The Borrower makes the following representations and warranties
(which shall survive the execution of this Loan Agreement and the making of each
borrowing hereunder).
(a)
The Borrower is duly organized, validly existing and in good standing under the
laws of Alberta;
TOR_ A2G:2715,1495A
258
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The FSorrower has the power to enter into and perform this Loan Agreement and
to borrow hereunder and it has taken all necessary corporate actions to authorize
the borrowings upon the terms and conditions of this Loan Agreement and to
authorize the execution, delivery and performance of this Loan Agreement in
accordance with its terms;
This Loan Agreement is Legally enforceable against the Borrower in accordance
with its terms except to the extent that enforcement thereof may be limited by
bankruptcy, insolvency, or similar laws affecting the enforcement of creditors'
rights generally; and
(d) The Borrower is solvent.
12, Covenants:
If a person or entity other than United States Steel Corporation or one of its
wholly owned subsidiaries acquires any equity interest in the Borrower (a
"Change of Control"),
Borrower will, immediately upon the occurrence thereof;
give the Lender notice thereof. Upon receipt of such notice Lender may at any
time thereafter, with or without notice to the Borrower, declare the outstanding
principal amount of the Loan (together with accrued interest thereon) and any
other amounts payable hereunder to be, and such amounts shall become,
immediately due and payable without presentment, demand, protest or other
notice of any kind, all of which are hereby waived by the Borrower.
So long as this Loan Agreement shall remain in effect, the Borrower shall not,
without the consent of Lender, consolidate or merge with or into any other person
or convey, transfer or lease all or substantially all of its assets as an entirety to any
person or entity.
So long as this Loan Agreement shall remain in effect, the Borrower shall not
mortgage, lease or allow any liens upon Its properties except liens that have not
matured (including any which Borrower is contesting in good faith by adequate
proceedings).
13,
Events of Default: If any of the following events of default shall occur:
(a)
Borrower shall default in the payment when due of the principal on the Maturity
Date;
(b)
Borrower shall default flit*five (5) days in the payment when due of any interest;
(c)
Borrower consents to the appointment of a receiver, trustee or liquidator of all or
substantially all of its assets, is unable to meet debts, or files for bankruptcy;
(d)
Borrower shall have filed against it any receivership, bankruptcy or other similar
proceedings and the same shall not have been stayed or dismissed within sixty
(60) days;
(b)
(0)
(a)
(b)
(0)
TOK,,A20:zro+05A
259
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any representation or warranty made by the Borrower in this Loan Agreement
proves to be incorrect in any material respect when made; or
the Borrower shall fail to observe or perform any other covenant contained in this
Loan Agreement,
then, the Maturity Date shall be accelerated, and the Lender shall have the right to
demand payment by the Borrower of all sums due pursuant to this Loan Agreement.

14. Miscellaneous:
This Loan Agreement and the rights, duties and obligations contained herein shall
be solely for the benefit of the parties hereto and their permitted assignees and
transferees, and no third person or entities shall have any rights hereunder as a
third-party beneficiary, or otherwise.
Borrower shall not have the ability to assign any of its rights or obligations under
this Loan Agreement, whether voluntarily or by operation of law, without
Lender's prior written consent (which consent may be unreasonably withheld).
Following the funding of the Loan, the Lender shall be free to assign all or any
part of its rights under this Loan Agreement.
(d)
Any provision of this Loan Agreement which is invalid, illegal or unenforceable
in any respect in any given instance in any jurisdiction shall, as to such instance
and jurisdiction, be ineffective to the extent of such invalidity, illegality or
unenforceability without in any way affecting the validity, legality or
enforceability of the remaining provisions hereof, and any such invalidity,
illegality or unenforceability in any instance in any jurisdiction shall not
invalidate or in any way affect the validity, legality or enforceability of such
provisions in any other instance or in any other jurisdiction.
Section headings are inserted in this Loan Agreement for convenience of
reference only and shall not be used to construe any provision hereof.
This Loan Agreement shall be construed in accordance with and governed in all
other respects by the laws of the ProVince of Alberta including the laws of Canada
applicable therein.

15,
WAIVER OF JURY TRIAL: THE BORROWER AND THE LENDER HEREBY
IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY
LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS LOAN
AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
(e)
(I)
(a)
(b)
(c)
(e)
(f)
TOR A 70:2704495.4
260
WITNESS the due execution hereof as of the date first written,
LENDER:
U. S. STEEL CANADA LIMITED
PARTNERSHIP by its General Partner U. S.
srEET, GLOBAL HOLDINGS II B.V.
Mr. D.C. Greiner

Fortis Intern -List (Netherlands) B.V.

Managing Director A.

Managing Director B
Hereby represented by:

Name:
Title: proxyholder
Name:
Title: proxyholder
BORROWER:
1344973ALBERTA ULC
By; PITYL
Name: R. M. Stanton
Title: Vice President
TOR_ A IG:2704195.4
261
Managing Director A Managing Directors
D. C. Greiner a n
tertrust (Nether
'aeons
ProxyhotderS
Fo
WITNESS the due execution hereof as of the date first written.
LENDER:
WORLDWIDE STEEL, CV
By fTS GENERA L PA RTNER
U. S, STEEL HOLaiNO$ II, INC.
B
BORROWER:
U. 3, STEEL GLOBA L HOLDINGS 1B.V.
5
262
EXHIBIT A
REQUEST FOR ADVANCE
To: U. S. Steel Canada Limited Partnership (the "Lender")
From: 1344973Alberta ULC ("Borrower")
Re: CD1,000,000,000 Loan Agreement dated 29 October 2007
Date:
October 29, 2007
Pursuant to the subject Loan Agreement, the Borrower hereby requests an advance in the
amount of CD700,000,000
1344973ALBERTA ULC
By: ii-4Z---E u VrN.
Name: R M. Stanton
Title: Vice President
TOK_ A20:2704495.4
263
By:
REQUEST FOR ADVANCE
To: U. S. Steel Canada Limited Partnership (the "Lender")
From: 1344973Alberta ULC ("Borrower")
Re:
CD1,000,000,000 Loan Agreement dated 29 October 2007
Date: October 29, 2007
Pursuant to the subject Loan Agreement, the Borrower hereby requests an advance in the
amount of CD700,000,000
1344973ALBERTA ULC
Name: R. M. Stanton
Title: Vice President
TORJ-120:29362a7.1
264
'Unite( (States Steer Credit Corporation
600 Grant Street
PittsOurgf i, Tyl 15219
December 21, 2007
1344793 A lberta ULC
386 Wilcox Street
P.O. Box 2030
Hamilton, Ontario
LBN 311
Canada
Re: CA D1,000,000,000 Loan A greement date as of 29, October 200'1(the "Loan
A greement") between U, S. Steel Canada Limited Partnership ("Lender") and
1344793 A lberta ULC ("Borrower")
Ladles and Gentlemen:
This to advise you that the Borrower's request for an Increase in the maximum amount
available for borrowing under the Loan A greement has been approved. A ccordingly, the
maximum amount available under the Loan A greement is now CA D1,600,000,000 or the
equivalent in another currency.
If this arrangement is acceptable to you, please countersign this letter agreement in the
space provided.
D. G. Greiner Eveline Van Dalen
Managing Director A

Managing Director B
Proxyhoiders
A ccepted and A greed:
1344793 A lberta ULC
By:
R. M. Stanton
Vice President
265
TAB Q
This is Exhibit__ ref erred to in the
a f f id a v it o f ....a d ..k.. s.tztz
sw o rn bef o re me this I
d a y o f
A-COMMISSIONF.R FOR TAKING AFFIDAVITS
'PROVINCE NOTE LOAN. AGREEMENT
Datedas of the 31" day of March, 2006
Between
STELCO INC.
and
HER MAJESTY THE QUEEN IN RIGHT OF THE
PROVINCE OF ONTARIO
AS REPRESENTED BY THE MINISTER OF FINANCE
20..1 .4:6-;
2
6
6
TABLE OF CONTENTS
Page
ARTICLE 1 INTERPRETATION
1
1.1 DEFINITIONS
1
1.2 INTERPRETATION
11
1.3ACCOUNTING TERMS
11
1.4 SEVERABILITY
11
1.1 ENTIRE AGREEMENT
12
1.2 WAIVER
12
ARTICLE 2 LOAN
12
2.1 PROMISE TO PAY
12
2.2 USE OF PROCEEDS
12
2.3INTEREST
13
2.4
PAYMENT OF INTEREST IN COMMON SHARES ON INTEREST PAYMENT DATES 13
2.5 PREPAYMENT RIGHT
13
2.6 REPAYMENT OF LOAN IN COMMON SHARES
13
2.7 STELCO REPAYMENT RIGHT 14
2.8 PAYMENTS UNDER THIS AGREEMENT 15
2.9 APPLICATION OF PAYMENTS AND PREPAYMENTS 16
ARTICLE 3 CONDITIONS PRECEDENT TO LOAN 16
3.1 CONDITIONS PRECEDENT TO LOAN 16
ARTICLE 4 REPRESENTATIONS AND WARRANTIES 17
4.1 REPRESENTATIONS AND WARRANTIES 17
ARTICLE 5 COVENANTS OF THE BORROWER 19
5.1 AFFIRMATIVE COVENANTS 19
5.2 NEGATIVE COVENANTS 20
ARTICLE 6 EVENTS OF DEFAULT 20
6.1 EVENTS OF DEFAULT 20
6.2 REMEDIES UPON DEFAULT 22
ARTICLE 7 GENERAL .22
7.1 AMENDMENTS, ETC 22
7.2 WAIVER 22
7.3EVIDENCE OF FUNDED DEBT 23
7.4 NOTICES, ETC 23
7.5 INTEREST ON ACCOUNTS 24
7.6 No SET-OFF 24
7.7 COSTS, EXPENSES AND INDEMNITY 24
7.8 CONFIDENTIALITY 24
7.9 SUCCESSORS AND ASSIGNS 25
7.10 GOVERNING LAW 25
7.11 COUNTERPARTS 26
7.12 LANGUAGE CLAUSE 26
7.13CONFLICT OF TERMS 26
-1-
267
PROVINCE NOTE LOAN AGREEMENT
THIS AGREEMENT made the 31st day of March, 2006.
AMONG:
STELCO INC.,
(the "Borrower")
- and -
HER MAJESTY THE QUEEN IN RIGHT OF THE
PROVINCE OF ONTARIO AS REPRESENTED BY
THE MINISTER OF FINANCE,
(the "Province")
WHEREAS
the Borrower's creditors have voted in favour of, and the Ontario
Superior Court of Justice (Commercial List) (the
"Court") has approved, the Third Amended
and Restated Plan of Arrangement and Reorganization of the Borrower and certain of its
subsidiaries pursuant to the Companies' Creditors Arrangement Act (the
"CCAA") (the "CCAA
Plan");
AND WHEREAS
the Province has agreed to enter into this Province Note Loan
Agreement in connection with the restructuring of the Borrower including the pension plan
funding arrangements as contemplated by the CCAA Plan;
NOW THEREFORE,
for value received (the receipt and sufficiency of which
are hereby acknowledged), the parties hereto agree as follows:
ARTICLE 1
INTERPRETATION
1.1 Definitions
In this Agreement, the following terms shall have the meanings set forth below:
"Actuarial Valuation Sanction" or "Sanction"
means, in connection with a filed Initial
Actuarial Valuation, Annual Actuarial Valuation or Terminal Actuarial Valuations, one
of the following:
(a)
the Superintendent's advice in writing that he will not issue a Notice of Proposal;
or
(b)

where the Superintendent has issued a Notice of Proposal, the date such Notice of
Proposal is withdrawn, a settlement in respect of such Notice of Proposal is
reached, or a final decision of a tribunal or court of competent jurisdiction relating
268
- 2 -
to such Notice of Proposal is rendered and the time period for initiating an appeal
or further appeal has elapsed.
"Adjusted Solvency Deficit"
for any year means the Initial Solvency Deficit, as adjusted
on the basis of the Annual Actuarial Valuation up to that year, and equal to the particular
plan's solvency liabilities less the market value of the assets as determined by the Annual
Actuarial Valuation for that year, except that the solvency liabilities and related assets
with respect to any Benefit Improvement or Wind-up Benefits will be excluded and
disclosed separately.
"Administrative Agent"
means CIT Business Credit Canada Inc. as the administrative
agent, funding agent and co-lead arranger for the lenders under the Exit Facility Credit
Agreement dated as of March 31, 2006 together with any of its successors and assigns.
"Annual Actuarial Valuation"
means the actuarial valuation of each of the Stelco Main
Pension Plans which shall be performed, in the absence of a Solvency Event, as at
December 31 of each year for plan years 2006 to 2014 in a manner
(a) that is based on the actuarial methodology used to perform the Initial Actuarial
Valuation, and without any smoothing of the assets and/or liabilities of the
particular plan;
(b) which includes all experience gains and losses since the preceding valuation; and
(c)
separately discloses the solvency liabilities and related assets with respect to any
Benefit Improvements and Wind-up Benefits;
subject to those changes in generally accepted actuarial assumptions that are applicable at
the valuation date.
"Agreement" means this Province Note Loan Agreement and all instruments and
amendments or confirmations of it; "hereof", "hereto" and "hereunder" and similar
expressions refer to this Agreement and not to any particular Article, Section or other
subdivision of this Agreement; "Article", "Section" or other subdivision of this
Agreement followed by a number refers to the specified Article, Section or other
subdivision of this Agreement.
"Applicable Securities Legislation" means applicable securities laws (including rules,
regulations, policies and instruments) in each of the Provinces of Canada.
"Assets" means, with respect to any Person, any property, assets and undertakings of
such Person of every kind and wheresoever situate, whether now owned or hereafter
acquired (and, for greater certainty, includes any equity or like interest of any Person in
any other Person).
"Assignee" has the meaning specified in Section 7.8(3).
"Benefit Improvement" means an amendment to one of the Stelco Main Pension Plans
(including any amendment to provide cost of living adjustments), that is effective as of a
269
- 3-
date on or after January 1, 2006, which improves the pension benefits accrued and/or
accruing or being paid under the particular plan.
"Businesses" means:
(d) the Hamilton Steel Business;
(e) the Lake Erie Steel Business;
(f)
the Hamilton Coke Business;
(g) the Lake Erie Coke Business;
(h) the HIVILTN Energy Business;
(i)
the Lake Erie Energy Business;
(j) the Hamilton Land Business;
(k) the Lake Erie Land Business; and
(1) the HLE Mining Business.
"Business Day"
means any day of the year (other than any Saturday or Sunday) on which
banks are open for business in Toronto, Ontario.
"CBCA" means the Canada Business Corporations Act.
"CBCA Arrangement"
means an arrangement under the CBCA whereby the assets and
businesses of Stelco Inc. are restructured to transfer, effective as of March 31st, 2006, the
Businesses to the Limited Partnerships.
"CCAA Plan" has the meaning specified in the preamble hereto.
"Closing Date" means the date of this Agreement.
"Common Shares"
means the new common shares of the Borrower delivered to
creditors of the Borrower pursuant to the CCAA Plan or such shares or other securities or
property into which all of the common shares are reclassified, changed or reorganized
after the Closing Date.
"Credit Party" means the Borrower and each of the Guarantors.
"Event of Default" has the meaning specified in Section 6.1.
"Fiscal Year" shall mean the fiscal year of the Borrower ending on December 31st of
each calendar year.
"Freely Tradeable" means, with respect to any Common Shares of the Borrower, that
such Common Shares are listed on the Toronto Stock Exchange and can be traded by the
holder thereof without any restriction under Applicable Securities Legislation such as
270
- 4 -
hold periods and without filing a prospectus, except in the case of a trade that is a control
distribution (as such term is defined in the Applicable Securities Legislation) provided
that the conditions in clauses 3, 4 and 5 of subsection 2.6(3) of National Instrument 45-
102, as same may be amended from time to time, are satisfied.
"GAAP"
means generally accepted accounting principles, from time to time in effect in
Canada.
"General Partners"
means, collectively, Hamilton Coke GP, Lake Erie Coke GP,
HMLTN Energy GP, Lake Erie Energy GP, Hamilton Land GP, Lake Erie Land GP,
Hamilton Steel GP, Lake Erie Steel GP and HLE Mining GP.
"Governing Authority"
means any government or governmental entity, parliament,
legislature, or commission or board of any government, parliament or legislature, or any
political subdivision thereof, or any court or (without limitation to the foregoing) any
other Law, regulation or rule-making entity (including, without limitation, any central
bank, fiscal or monetary authority or authority regulating banks or pension plans) having
or purporting to have jurisdiction in the relevant circumstances, or any Person acting or
purporting to act under the authority of any of the foregoing (including, without
limitation, any arbitrator) or any other authority charged with the administration or
enforcement of applicable Laws.
"Governmental Entity" means any (i) federal, provincial, state, municipal, local or other
government, governmental or public department, central bank, court, commission, board,
bureau, agency or instrumentality, domestic or foreign, (ii) any subdivision or authority
of any of the foregoing, or (iii) any quasi-governmental or private body exercising any
regulatory, expropriation or taxing authority under or for the account of any of the above.
"Guarantees" means, collectively, each guarantee executed by any Guarantor in favour
of the Province in respect of the Obligations of Borrower.
"Guarantors" means the General Partners and the Limited Partnerships (except for HLE
Mining GP, HLE Mining Limited Partnership, HMLTN Energy GP, HMLTN Energy
Limited Partnership, Lake Erie Energy GP, Lake Erie Energy Limited Partnership) and
each other Person, if any, that executes a guarantee or other similar agreement in favour
of the Province, by this Agreement or other documents, until such time as the Guarantee
is released or terminated pursuant to the terms thereof.
"Hamilton Coke Business" means the business, carried on by Hamilton Coke Limited
Partnership of manufacturing, sales and marketing of coke at and from the coke oven
batteries and related by-product plants located at the Hamilton Facility.
"Hamilton Coke GP" means Hamilton Coke GP Inc., a corporation governed by the
CBCA,
"Hamilton Coke Limited Partnership" means the limited partnership established under
the laws of the Province of Ontario pursuant to a limited partnership agreement dated
March 1, 2006 between Hamilton Coke GP, as the general partner, and Borrower, as the
initial limited partner.
271
- 5 -
"Hamilton Facility"
means the steelmaking and processing complex, comprised of
plants, buildings, equipment and other property of Hamilton Steel Limited Partnership,
located at Hamilton, Ontario.
"Hamilton Land Business"
means the business, carried on by Hamilton Land Limited
Partnership, of holding, carrying, developing, selling and marketing certain real estate
assets in or near Hamilton, Ontario, as more particularly described in the CBCA
Arrangement.
"Hamilton Land GP"
means Hamilton Land GP Inc., a corporation governed by the
CBCA.
"Hamilton Land Limited Partnership"
means the limited partnership established under
the laws of the Province of Ontario pursuant to a limited partnership agreement dated
March 1, 2006 between Hamilton Land GP, as the general partner, and Borrower, as the
initial limited partner.
"Hamilton Steel Business"
means the business, carried on by Hamilton Steel Limited
Partnership, of manufacturing, selling, marketing and distributing steel, and providing
certain services to the Hamilton Coke Business, the HMLTN Energy Business and the
Hamilton Land Business, at the Hamilton Facility.
"Hamilton Steel GP" means Hamilton Steel GP Inc., a corporation governed by the
CBCA.
"Hamilton Steel Limited Partnership" means the limited partnership established under
the laws of the Province of Ontario pursuant to a limited partnership agreement dated
March 1, 2006 between Hamilton Steel GP, as the general partner, and Borrower, as the
initial limited partner.
"HLE Mining Business" means the mining, processing, selling, marketing and
distribution of iron ore, the administration of closed coal mines and the holding,
developing and administration of mining-related real estate assets.
"HLE Mining GP" means HLE Mining GP Inc., a corporation governed by the CBCA.
"HLE Mining Limited Partnership" means the limited partnership established under
the laws of the Province of Ontario pursuant to a limited partnership agreement March 1,
2006 between HLE Mining GP, as the general partner, and Borrower, as the initial
limited partner.
"HMLTN Energy Business" means the business, carried on by HMLTN Energy Limited
Partnership, of generating, selling, marketing and distributing energy to and from
facilities to be constructed in or near Hamilton Ontario.
"HMLTN Energy GP" means HMLTN Energy GP Inc., a corporation governed by the
CBCA.
"HMLTN Energy Limited Partnership" means the limited partnership established
under the laws of the Province of Ontario pursuant to a limited partnership agreement to
272
- 6 -
be made between HMLTN Energy-
GP, as the general partner, and Borrower, as the initial
limited partner.
"Indemnified Person"
has the meaning specified in Section 7.7(1).
"Initial Actuarial Valuation"
means the actuarial valuation to be performed for each of
the Stelco Main Pension Plans as at December 31, 2005, in accordance with generally
accepted actuarial methods and assumptions as of the valuation date and with the general
regulatory regime of the PBA, but without any smoothing of the assets and/or liabilities
of the particular plan.
"Initial Contribution"
means the $400 million aggregate contribution to be made by
Stelco to the Stelco Main Pension Plans on the Closing Date.
"Initial Solvency Deficit"
means, for each of the Stelco Main Pension Plans, the
particular plan's solvency liabilities less the market value of its assets (before the
allocation of the Initial Contribution), both as determined and disclosed in the Initial
Actuarial Valuation.
"Interest Payment Date"
means the date on which any interest is due and payable on the
Loan, including without limitation the dates provided for in Sections 2.3(3) and 2.3(4) of
this Agreement.
"Interest Rate" has the meaning specified in Section 2.3(1).
"Laws"
means in respect of any Person, property, transaction or event, all applicable
laws, standards, requirements, policies, approvals, statutes, ordinances, codes, guidelines,
treaties, rules, regulations, by-laws and all applicable orders, Permits, judgments,
injunctions, awards and decrees of any Governing Authority whether or not having the
force of law.
"Lake Erie Coke Business"
means the business, carried on by Lake Erie Coke Limited
Partnership, of manufacturing, selling and marketing coke at and from the coke oven
batteries and related by-product plants located at the Lake Erie Facility.
"Lake Erie Coke GP"
means Lake Erie Coke GP Inc., a corporation governed by the
CBCA.
"Lake Erie Coke Limited Partnership" means the limited partnership established under
the laws of the Province of Ontario pursuant to a limited partnership agreement dated
March 1, 2006 between Lake Erie Coke GP, as the general partner, and Borrower, as the
initial limited partner.
"Lake Erie Energy Business" means the business, carried on by Lake Erie Energy
Limited Partnership, of generating, selling, marketing and distributing energy to and from
facilities to be constructed in. or near Nanticoke, Ontario.
"Lake Erie Energy GP" means Lake Erie Energy GP Inc., a corporation governed by
the CBCA.
273
- 7 -
"Lake Erie Energy Limited Partnership"
means the limited partnership established
under the laws of the Province of Ontario pursuant to a limited partnership agreement
dated March 1, 2006 between Lake Erie Energy GP, as the general partner, and
Borrower, as the initial limited partner.
"Lake Erie Facility"
means the steelmaking and processing complex, comprised of
plants, buildings, equipment and other property of Lake Erie Steel Limited Partnership,
located at Nanticoke, Ontario.
"Lake Erie Land Business"
means the business, carried on by Lake Erie Land Limited
Partnership, of holding, developing, selling and marketing certain real estate assets in or
near Nanticoke, Ontario, as more particularly described in the CBCA Reorganization
Plan.
"Lake Erie Land GP"
means Lake Erie Land GP Inc., a corporation governed by the
CB CA.
"Lake Erie Land Limited Partnership"
means the limited partnership established under
the laws of the Province of Ontario pursuant to a limited partnership agreement dated
March 1, 2006 between Lake Erie Land GP, as the general partner, and Borrower, as the
initial limited partner.
"Lake Erie Steel Business"
means the business, carried on by Lake Erie Steel Limited
Partnership, of manufacturing, selling, marketing and distributing steel, and providing
certain services to the Lake Erie Coke Business, the Lake Erie Energy Business and the
Lake Erie Land Business, at the Lake Erie Facility.
"Lake Erie Steel GP"
means Lake Erie Steel GP Inc., a corporation governed by the
CB CA.
"Lake Erie Steel Limited Partnership"
means the limited partnership established under
the laws of the Province of Ontario pursuant to a limited partnership agreement dated
March 1, 2006 between Lake Erie Steel GP, as the general partner, and Borrower, as the
initial limited partner.
"Limited Partnership Agreements" means the limited partnership agreements between
Borrower and each respective General Partner, establishing each respective Limited
Partnership.
"Limited Partnerships" means Hamilton Coke Limited Partnership, Hamilton Land
Limited Partnership, Hamilton Steel Limited Partnership, HLE Mining Limited
Partnership, HMLTN Energy Limited Partnership, Lake Erie Coke Limited Partnership,
Lake Erie Land Limited Partnership, Lake Erie Steel Limited Partnership and Lake Erie
Energy Limited Partnership.
"Loan" means the term loan in the aggregate principal amount of $150,000,000 to be
made available on the Closing Date to the Borrower by the Province under this
Agreement.
274
- 8 -
"Loan Documents" means this Agreement, the Guarantees and all certificates executed
and delivered to, or in favour of the Province in respect of this Agreement or the Loan.
Any reference to this Agreement or any other Loan Document shall include all
appendices, exhibits or schedules hereto or thereto and all amendments, restatements,
supplements or other modifications hereto or thereto.
"Loan Prepayment Amount" has the meaning specified in Section 2.5.
"Material Adverse Change" means any event, circumstance, condition, fact, effect or
other matter which has had or could reasonably be expected to have a material adverse
effect on the business, condition (financial or otherwise), results of operation, properties,
assets, liabilities or operations of Borrower and its Subsidiaries taken as a whole;
provided that any strike, labour disruption or development affecting capital markets
generally, the Canadian or North American economy or the Canadian or international
steel industry as a whole shall not constitute a Material Adverse Change.
"Maturity Date" means December 31, 2015, subject to Section 2.1(2).
"New Province Warrants" means warrants exercisable to purchase in the aggregate
851,100 Common Shares.
"Non-Participating Pension Plan" means, as at the relevant date, a pension plan that
was a Stelco Main Pension Plan on the Closing Date but is no longer a participating
pension plan under the Stelco Regulation, as the Stelco Regulation may be amended from
time to time.
"Notice of Proposal" means a Notice of Proposal to make an order under subsection
88(2) of the PBA, issued by the Superintendent.
"Obligations" has the meaning specified in Section 2.1.
"PBA" means the Pension Benef its Act (Ontario).
"Pension Agreement" means the agreement between the Borrower, the Limited
Partnerships, the Superintendent and Her Majesty the Queen in Right of Ontario entered
into in connection with the CCAA Plan with respect to the funding of the Stelco Main
Pension Plans, as amended from time to time.
"Permits" means all permits, quotas, consents, orders, waivers, applications,
authorizations, licences, certificates, approvals, registrations, rights, privileges and
exemptions or the like issued or granted by any Governing Authority with respect to the
Business.
"Person" means a natural person, partnership, corporation, company, joint stock
company, trust, unincorporated association, joint venture or other entity or Governing
Authority, and pronouns that have a similarly extended meaning.
"Province Intercreditor Agreement" means the Province Intercreditor Agreement dated
the date hereof between the Borrower, certain subsidiaries of the Borrower, the
275
- 9 -
Administrative Agent, the Revolving Term Agent, the Province and the Secured Notes
Trustee.
"Revolving Term Agent"
means 1685970 Ontario Inc. as Agent under the revolving
term credit agreement dated as of March 31, 2006, and its successors and assigns.
"Secured Notes Obligations"
shall have the meaning as defined in the Province
Intercreditor Agreement.
"Secured Notes Trustee"
means BNY Trust Company of Canada and The Bank of New
York as co-trustees under the platform note indenture dated as March 31, 2006, and their
respective successors and assigns.
"Solvency" means, at the relevant date, full funding of the Adjusted Solvency Deficit of
each and all of the Stelco Main Pension Plans such that the Adjusted Solvency Deficit for
each and all of the Stelco Main Pension Plans is not greater than zero. In determining
Solvency, assets related to Benefit Improvements and Wind-up Benefits that are in excess
of the liabilities for such Benefit Improvements and Wind-up Benefits may be included.
"Solvency Event" means that the following have occurred as at a date prior to December
31, 2015:
(m)
Stelco has filed Terminal Actuarial Valuations with the Superintendent that
disclose that each and all of the Stelco Main Pension Plans have achieved
Solvency; and
(n) Sanction of such Terminal Actuarial Valuations has been obtained,
and, for greater clarity, the effective date of a Solvency Event shall be the effective date
of such Terminal Actuarial Valuations.
"Stelco" means Stelco Inc.
"Stelco Main Pension Plans" means (i) the Stelco Inc. and Participating Subsidiaries
Retirement Plan For Salaried Employees (Registration Number 0338509), (ii) the Stelco
Inc. Bargaining Unit Pension Plan for Members of United Steelworkers of America
(Registration Number 0354878), (iii) the Stelco Inc. Retirement Plan for Lake Erie Steel
Company Salaried Employees (Registration Number 0698753) and (iv) the Stelco Inc.
Bargaining Unit Pension Plan for Lake Erie Steel Company Members of United
Steelworkers of America (Registration Number 0698761), but does not include any Non-
Participating Pension Plan.
"Stelco Repayment Right" has the meaning specified in Section 2.7.
"Stelco Regulation" means the new regulation, specific to the Stelco Main Pension Plans
passed by the Lieutenant Governor-in-Council effective as of, and in the form that it
exists on, the 31g day of March, 2006.
"Stock" means all shares, options, warrants, general or limited partnership interests,
membership interests, joint venture interests or other equivalents (regardless of how
276
- 10 -
designated) of or in a corporation, partnership, limited liability company or equivalent
entity whether voting or non-voting, participating or non-participating, including
common stock, preferred stock or any other equity security.
"Subsidiary"
means, with respect to any Person, (a) any corporation of which an
aggregate of more than sixty-six and two-thirds percent (66 2/3%) of .the outstanding
Stock having ordinary voting power to elect a majority of the board of directors of such
corporation (irrespective of whether, at the time, Stock of any other class or classes of
such corporation shall have or might have voting power by reason of the happening of
any contingency) is at the time, directly or indirectly, owned legally or beneficially by
such Person or one or more Subsidiaries of such Person, or with respect to which any
such Person has the right to vote or designate the vote of sixty-six and two-thirds percent
(66 2/3%) or more of such Stock whether by proxy, agreement, operation of law or
otherwise, and (b) any general partnership, limited partnership, limited liability company
or any other Person in which such Person and/or one or more Subsidiaries of such Person
shall have an interest (whether in the form of voting or participation in profits or capital
contribution) of more than sixty-six and two-thirds percent (66 2/3%) or of which any
such Person is a general partner or may exercise the powers of a general partner. Unless
the context otherwise requires, each reference to a Subsidiary shall be a reference to a
Subsidiary of Borrower.
"Superintendent" means the Superintendent of Financial Services appointed under the
Financial Services Commission of Ontario Act, 1997.
"Terminal Actuarial Valuations" means the actuarial valuations for each and all of the
Stelco Main Pension Plans prepared as at the earlier of (i) December 31, 2015; or (ii) the
effective date of the actuarial valuations prepared for the purpose of demonstrating that
the Stelco Main Pension Plans have achieved Solvency. The actuarial valuations shall be
prepared in a manner
(a) that is based on the same actuarial methodology used to perform the Initial
Actuarial Valuation, and without any smoothing of the assets and/or liabilities of
the particular plan;
(b) which includes all experience gains and losses since the preceding valuation; arid
(c) separately discloses the solvency liabilities and related assets with respect to any
Benefit Improvements and Wind-up Benefits;
subject to those changes in generally accepted actuarial assumptions that are applicable at
the valuation date.
"Terminal Valuation Sanction Date" means the date which is sixty (60) days
immediately following the last date of Sanction of any of the Terminal Actuarial
Valuations, subject to Section 2.7(2).
"Top-up Amount" means the contributions disclosed in the Terminal Actuarial
Valuations filed with the Superintendent (and which has obtained Sanction) which is
required to be made into the Stelco Main Pension Plans to achieve Solvency.
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"VWAP" means the volume weighted average trading price of the Common Shares on
the Toronto Stock Exchange for the specified period, calculated including only trades
made on the Toronto Stock Exchange during normal trading hours (prior to 4:00 p.m.
local time in Toronto, Ontario) and excluding internal trades and special Toronto Stock
Exchange markers to the extent identifiable through Toronto Stock Exchange reports
issued in the ordinary course.
"VAVAP Certificate" means a certificate setting out in detail any calculation of VWAP
for the purpose of delivering any Common Shares to the Province under the terms of this
Agreement.
"Wind-up Benefits" means pension benefits and entitlements that are required to be
funded under section 75 of the PBA in the event of a full or partial wind-up of any of the
Stelco Main Pension Plans that are not included in the solvency liabilities used to
determine the Initial Solvency Deficit or Adjusted Solvency Deficit for that plan at any
valuation date.

1.2 Interpretation
This Agreement shall be interpreted in accordance with the following:
(a) words denoting the singular include the plural and vice Versa and words denoting
any gender include all genders;
(b) headings shall not affect the interpretation of this Agreement;
(c) references to dollars, unless otherwise specifically indicated, shall be references to
Canadian Dollars;
(d) the word "including" shall mean "including without limitation" and "includes"
shall mean "includes without limitation";
(e) the expressions "the aggregate", "the total", "the sum" and expressions of similar
meaning shall mean "the aggregate (or total or sum) without duplication"; and
(f)
in the computation of periods of time, unless otherwise expressly provided, the
word "from" means "from and excluding" and the words "to" and "until" mean
"to and including".

1.3Accounting Terms
All accounting terms not specifically defined in this Agreement shall be
interpreted in accordance with GAAP.
1.4 Severability
If any provision of this Agreement is, or becomes, illegal, invalid or
unenforceable, such provisions shall be severed from this Agreement and be ineffective to the
extent of such illegality, invalidity or unenforceability. The remainder of this Agreement shall
be construed as if such provision had not been inserted, except when such construction would
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constitute a substantial deviation from the general intent and purposes of the parties as reflected
in this Agreement. In such event, the parties shall use their best efforts to negotiate a mutually
satisfactory amendment to this Agreement to circumvent such adverse construction. Any
provision of this Agreement which is or becomes prohibited or unenforceable in any jurisdiction,
does not invalidate, affect or impair the remaining provisions thereof and any such prohibition or
unenforceability in any jurisdiction does not invalidate or render unenforceable such provision in
any other jurisdiction.
1.1 Entire Agreement
This Agreement supersedes all prior agreements, understandings, negotiations and
discussions, whether oral or written, of the parties relating to the subject matter hereof and
entered into prior to the date of this Agreement.
1.2 Waiver
No failure on the part of any party to exercise, and no delay in exercising, any
right under this Agreement shall operate as a waiver of such right; nor shall any single or partial
exercise of any right under this Agreement preclude any other or further exercise thereof or the
exercise of any other right; nor shall any waiver of one provision be deemed to constitute a
waiver of any other provision (whether or not similar). No waiver of any of the provisions of
this Agreement shall be effective unless it is in writing duly executed by the waiving party.
ARTICLE 2
LOAN
2.1 Promise to Pay
(1)
Subject to Section 2.5, Section 2-.-6 and Section 2.7 of this Agreement, the Loan shall be
repayable in full and in cash by the Borrower on the Maturity Date. The Borrower for
value received, hereby promises to pay to or to the order of the Province, the maximum
principal amount of $150,000,000 in lawful currency of Canada together with all unpaid
and accrued interest and all costs, charges, expenses and all other amounts now or
hereafter payable in accordance with the terms hereof. The principal amount owing from
time to time, any interest payable thereon and all other amounts now or hereafter payable
hereunder, and at any time outstanding hereunder, shall be referred to herein as the
"Obligations".
(2) To the extent that the Secured Notes Obligations remains outstanding as of December 31,
2015, the Maturity Date of the Province Loan shall be deemed to be extended to March
31, 2016.
2.2 Use of Proceeds
The Borrower shall use the proceeds of the Loan to partially fund the Borrower's
up front pension payment under the Pension Agreement.
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2.3Interest
Subject to Sectirm 2.4 interest on the Loan:
(1) shall be payable at the rate of 1% per annum (the "Interest Rate") and all computations
of interest shall be made by the Province on the basis of a year of 365 or 366 days, as the
case may be, taking into account the actual number of days (including the first day but
excluding the last day) occurring in the period for which such interest is payable;
(2) shall be payable until all of the Obligations are repaid in full;
(3) shall be due and payable on a semi-annual basis with the first such interest payment being
due on September 30, 2006; and
(4) shall be due and payable (i)on the Maturity Date in respect of all accrued and unpaid
interest to such date; and (ii) on the Terminal Valuation Sanction Date in respect of any
accrued and unpaid interest to such date.

2.4 Payment of Interest in Common Shares on Interest Payment Dates

Provided no Event of Default has occurred and is continuing the Borrower may,
on any Interest Payment Date make the interest payment then due by delivering Freely Tradeable
Common Shares to the Province at the twenty (20) day VWAP ending five (5) trading days prior
to such Interest Payment Date, provided that the Borrower shall notify the Province in writing at
least five (5) Business Days before any such proposed payment of interest which notice shall be
irrevocable and bind the Borrower to make such payment in accordance with this Section. For
greater certainty, to the extent there is an Event of Default which occurs pursuant to Section
6.1(1)(g) or 6.1(1)(h) of this Agreement whether or not such Event of Default is still continuing,
the Borrower shall have no rights to make any payments under this Section by delivering
Common Shares.
2.5 Prepayment Right
The Borrower may at any time before the Maturity Date prepay, in cash only, the
whole or any part of the Loan then outstanding without penalty or bonus, upon and subject to the
following conditions:
(a) each time that the Borrower prepays any portion of the Loan (the "Loan
Prepayment Amount"), the Borrower shall pay to the Province in cash all
accrued and unpaid interest payable under this Agreement on the Loan
Prepayment Amount up to the date of prepayment; and
(b)
the Borrower shall notify the Province at least five (5) Business Days before any
proposed date of prepayment which notice shall be irrevocable and bind the
Borrower to make such prepayment in accordance with this Section.
2.6 Repayment of Loan in Common Shares
Provided no Event of Default has occurred and is continuing, the Borrower may,
on the Maturity Date, or the Teuninal Valuation Sanction Date, as applicable, repay the whole or
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any part of the Loan by delivering Freely Tradeable Common Shares to the Province at the
twenty (20) day VWAP ending five (5) trading days prior to -the date of the repayment of the
Loan in accordance with this Agreement, provided that the Borrower shall notify the Province in
writing at least five (5) Business Days before any such proposed repayment of
Loan which
notice shall be irrevocable and bind the Borrower to make such repayment in accordance with
this Section. For greater certainty, to the extent there is an Event of Default which occurs
pursuant to Section 6.1(1)(g) or 6.1(1)(h) of this Agreement, whether or not such Event of
Default is still continuing, the Borrower shall have no rights to make any payments under this
Section by delivering Common Shares.
2.7 Stelco Repayment Right
(1)
The Borrower may repay the principal amount outstanding under the Loan at a seventy-
five per cent (75%) discount to the outstanding principal amount of the Loan as at the
repayment date in full satisfaction of the Loan (the "Stelco Repayment Right") in either
of the following circumstances:
(a)
At any time on or prior to December 31. 2015, provided that:
A Solvency Event has occurred for each and all of the Stelco Main
Pension Plans;
(ii)
Any Non-Participating Pension Plan has achieved solvency, calculated on
a basis substantially similar to Solvency in respect of the Stelco Main
Pension Plans, based on an actuarial valuation prepared in a manner
consistent with a Terminal Actuarial Valuation;
(iii)
No Event of Default has occurred and is continuing;
(iv)
All interest accrued on the Loan up to the date of repayment of the Loan
has been paid in accordance with this Agreement;
(v)
All reasonable costs of the Province have been paid in accordance with
this Agreement;
(vi)
The Borrower repays 25% of the principal obligations outstanding under
the Loan on or before the Terminal Valuation Sanction Date;
(vii)
Any required Top-Up Amounts in respect of each and all of the Stelco
Main Pension Plans have been paid on or before the Terminal Valuation
Sanction Date; and
(viii)
Any amount required to permit a Non-Participating Pension Plan to
achieve solvency, on the basis set out in (a)(ii) above and in a manner
consistent with a Terminal Actuarial Valuation, has been paid on or before
the Terminal Valuation Sanction Date.
(i)
(b)
If the Loan has not been repaid before December 31, 2015, the Stelco Repayment
Right shall be available until the later of the Maturity Date and the Terminal
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Valuation Sanction Date in respect of each and all of the Stelco Main Pension
Plans if:
No Event of Default has occurred and is continuing;
The Borrower, on or before December 31, 2015, provides to the Province
an Officer's Certificate, executed by the Chief Executive Officer and the
Chief Financial Officer, confirming that:
(c) The Borrower has the financial ability and sufficient monies to pay
an amount equal to the Borrower's estimated Top-Up Amounts for
each and all of the Stelco Main Pension Plans; and
(d) The Borrower has the good faith intention to pay each and all of
the Borrower's estimated Top-Up Amounts in order to achieve the
Solvency of each and all of the Stelco Main Pension Plans; and
(iii) All interest accrued on the Loan up to the date of repayment of the Loan
has been paid in accordance with this Agreement;
(iv) All reasonable costs of the Province have been paid in accordance with
this Agreement;
(v) The Borrower pays 25% of the principal obligations outstanding under the
Loan on or before the Maturity Date;
(vi) Any required Top-Up Amounts in respect of each and all of the Stelco
Main Pension Plans have been paid on or before the Terminal Valuation
Sanction Date; and
(vii)
Any amount required to permit a Non-Participating Pension Plan to
achieve solvency, on the basis set out in (a)(ii) above and in a manner
consistent with a Terminal Actuarial Valuation, has been paid on or before
the Terminal Valuation Sanction Date.
(2)
Any dispute with respect to whether a Non-Participating Pension Plan has achieved
solvency will be submitted to arbitration pursuant to the Arbitration Act, 1991(the
"Arbitration Decision"). The Terminal Valuation Sanction Date shall be deemed to be
extended until the date which is sixty (60) days immediately following the date of any
final Arbitration Decision relating to any Non-Participating Pension Plans.
2.8 Payments under this Agreement
(1)

Unless otherwise expressly provided in this Agreement, the Borrower shall make any
cash payment required to be made by it to the Province by depositing the amount of the
payment into an account specified by the Province not later than 1:00 p.m. (Toronto time)
on the date the payment is due and where Borrower has-'elected to make a payment
hereunder by way of Common Shares, the Borrower shall deliver such Common Shares
of the Borrower to the Province by no later than 9:30 a.m. (Toronto time) on the date any
payment is required to be made. -,
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(2) Whenever any payment is stated to be due on a day which is not a Business Day, then
such payment shall be made on the next succeeding Business Day, and such extension of
time shall be included in the computation of interest.
(3)
All payments under this Agreement shall be made without set-off or counterclaim.
(4) Any interest or principal payments under this Agreement by way of Common Shares
shall also require the delivery to the Province of a VWAP Certificate concurrently with
making any such payments by way of Common Shares.
2.9 Application of Payments and Prepayments
All amounts received by the Province from or on behalf of the Borrower and not
previously applied pursuant to thiS Agreement shall be applied by the Province as follows
(i) first, in reduction of the Borrower's obligation to pay any claims or losses referred to in
Section 7.7, (ii) second, in reduction of the Borrower's obligation to pay any amounts due and
owing on account of the Loan, (iii) third, in reduction of any other obligation of the Borrower
under this Agreement, and (iv) fourth, to the Borrower or such other Persons as may lawfully be
entitled to or directed to receive the remainder.
ARTICLE 3
CONDITIONS PRECEDENT TO LOAN
3.1 Conditions Precedent to Loan
The obligation of the Province to make the Loan is subject to the condition
precedent that the Borrower shall have delivered to the Province, on or before the Closing Date,
the following documents, in form and substance satisfactory to the Province and its counsel, and
dated as of a date satisfactory to the Province and its counsel:
(a)
delivery and execution of Guarantees by the Guarantors in respect of the
Obligations under this Agreement;
(b)
a certified copy of (i) the charter documents and by-laws (if applicable) of the
Borrower and the Guarantors; (ii) the resolutions of the board of directors or the
shareholders, as the case may be, of the Borrower and the Guarantors approving
the entering into of this Agreement, the Loan, the Guarantees and the completion
of all transactions contemplated thereunder; and (iii) all other instruments
evidencing necessary corporate or limited partnership action of the Borrower and
the Guarantors;
(c)
a certificate of the secretary or an assistant secretary of the Borrower and the
Guarantors certifying the names and true signatures of its officers authorized to
sign this Agreement and the Guarantees;
(d) a certificate of status, compliance, good standing or like certificate with respect to
the Borrower and the Guarantors issued by the appropriate government official in
the jurisdiction of its incorporation;
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(e)
favourable opinions of counsel to the Borrower and Guarantors as counsel to the
Province may require in respect of the Borrower entering into this Agreement and
the Loan, the Guarantors executing the Guarantees and the completion of the
transactions contemplated thereunder;
(f)
delivery of the New Province Warrants to the Province; and
(g)
delivery and execution of the Pension Agreement.
ARTICLE 4
REPRESENTATIONS AND WARRANTIES
4.1 Representations and Warranties
The Borrower represents and warrants on its behalf and on behalf of the
Guarantors, to the Province, acknowledging and confirming that the Province is relying thereon
without independent inquiry in entering into this Agreement and providing the Loan hereunder,
that, as of the Closing Date:
(1) Corporate Existence; Compliance with Law. Each Credit Party (a) is a corporation or a
limited partnership, as the case may be, in each case, duly incorporated or formed, and,
duly organized, validly existing and in good standing under the laws of its respective
jurisdiction of organization; (b) is duly qualified to conduct business and is in good
standing in each other jurisdiction where its ownership or lease of property or the conduct
of its business requires such qualification; (c) has the requisite power and authority and
the legal right to own, operate its properties, to lease the property it operates under lease
and to conduct its business as now, heretofore and proposed to be conducted; (d) has all
material licenses, permits, consents or approvals from or by, and has made all material
filings with, and has given all material notices to, all Governmental Entities having
jurisdiction, to the extent required for such ownership, operation and conduct; and (e) is
in compliance in all material respects with its constating documents and bylaws.
(2) Corporate Name. The corporate name or limited partnership name, as the case may be,
(in each case, as it appears in its constating documents and other official filings in the
jurisdiction of each existence, incorporation, formation or organization, as applicable)
and trade name of each Credit Party, the jurisdiction of incorporation or formation of
each Credit Party is as set forth in Schedule A.
(3)
Corporate Power, Authorization, Enforceable Obligations. The execution, delivery and
performance by each Credit Party of the Loan Documents to which such Credit Party is a
party: (a) are within such Person's power; (b) have been duly authorized by all necessary
corporate or other action; (c) do not and will not contravene any provision of such
Person's constating documents; (d) do not and will not violate any law or .regulation, or
any order, decree, judgment, injunction, writ, decision, ruling or award of any court or
Governmental Entity; (e) do not and will not conflict with or result in the breach or
termination of, constitute a default under or accelerate or permit the acceleration of any
performance required by, any indenture, mortgage, deed of trust, lease, agreement or
other instrument to which such Person is a party or by which such Person or any of its
property is bound which could reasonably be expected to result in a Material Adverse
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Change; (g) do not and will not require the authorization, consent or, the giving of notice
to, the filing of or registration with, or approval of any Governmental Entity or any other
Person, including, without limitation, any order, permit, waiver, exemption, authorization
and approval of any Governmental Entity all of which will have been duly obtained,
made or complied with prior to the Closing Date, except those where the failure to make
or obtain such authorization, consent, notice, filing, registration or approval could not
reasonably be expected to result in a Material Adverse Change. Each of the Loan
Documents shall be duly executed and delivered by each Credit Party that is a party
thereto and each such Loan Document shall constitute a legal, valid and binding
obligation of such Credit Party enforceable against it in accordance with its terms, as
such enforceability may be limited by applicable bankruptcy, insolvency, reorganization
or similar laws affecting creditors' rights generally and by principles of equity.
(4) Ownership of Property. Each Credit Party has good, valid and marketable title to, and
legal and beneficial ownership of, all of its property and assets.
(5)
Guarantors and Limited Partnerships; Outstanding Shares and Indebtedness. (I) The
authorized capital of each of the General Partners, the number and type of Shares issued
by it, together with the holder of such Shares and the percentage of such Shares held by
each such holder, is set forth on Schedule A. All of such Shares have been duly issued
and are outstanding as fully paid and non-assessable, and the persons so listed on
Schedule A as the owners of such Shares are the registered and beneficial owner thereof
with a good title thereto. (II) The limited partnership interests of each of the Limited
Partnerships are divided into the number of units as specified in Schedule A, and
Schedule A also specifies the number of units issued by each such Limited Partnership,
the holder of such units and the percentage of such units held by each such holder. All of
such units have been validly issued in accordance with each respective Limited
Partnership Agreement, and the persons so listed on Schedule A as the holders of such
units are the registered and beneficial owners thereof with a good title thereto. (III) There
are no outstanding rights to purchase, options, warrants or similar rights or agreements
pursuant to which any Credit Party may be required to issue, sell, repurchase or redeem
any of its Shares or other equity securities or any Shares or other equity securities of any
Subsidiary except as set forth in Schedule A. (IV) Schedule A describes all indebtedness
or guaranteed indebtedness of each the Borrower, the General Partners and the Limited
Partnerships as at the Closing Date for (excluding any indebtedness or guaranteed
indebtedness in respect of (x) the Loan, (y) any of the obligations owed to any of the
beneficiaries of the Province Intercreditor Agreement, or (z) any obligations owed to the
Borrower, any of the General Partners or Limited Partnerships or any other entity in
which the Borrower has, directly or indirectly, at least a 50% ownership interest) (i)
borrowed money, (ii) all reimbursement and other obligations with respect to letters of
credit, bankers' acceptances and surety bonds, whether or not matured, (iii) all
obligations evidenced by notes, bonds, debentures or similar instruments, (iv) all
obligations under speculative commodity purchase or option agreements or other
commodity price hedging arrangements, in each case whether contingent or matured, and
(v) all obligations under any foreign exchange contract, currency swap agreement,
interest rate swap, cap or collar agreement or other similar agreement or arrangement
designed to alter the risks arising from fluctuations in currency values or interest rates, in
each case whether contingent or matured.
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(6) Books and Records. All books and records of the Borrower have been fully, properly and
accurately kept and completed in accordance with GAAP and there are no material
inaccuracies or discrepancies contained or reflected therein.
ARTICLE 5
COVENANTS OF THE BORROWER
5.1 Affirmative Covenants
So long as any amount owing hereunder remains unpaid or the Borrower has any
obligation under this Agreement, and unless consent is given in accordance with Section 7.1,
then, from and after the Closing Date, the Borrower shall:
(1) Reporting Requirements. Prepare (in accordance with GAAP) and deliver to the
Province, in a form satisfactory to the Province, acting reasonably:
(a) as soon as practicable and in any event within 120 days after the end of each
Fiscal Year of the Borrower (commencing with the Fiscal Year ending in
December 2005), the audited consolidated annual financial statements of the
Borrower as at the end of such Fiscal Year, including a balance sheet, a statement
of income and retained earnings and a statement of changes in financial position
for such Fiscal Year, which financial statements shall be audited and the
unaudited balance sheet on an unconsolidated basis of the Borrower; and
(b)
promptly upon request such other information respecting the condition or
operations, financial or otherwise, of the business of any of the Borrower or any
of the Guarantors, as the Province may from time to time reasonably request,
subject to any reasonable confidentiality restrictions of the Borrower.
(2) Corporate Existence. Preserve and maintain and cause each Guarantor to preserve and
maintain its corporate existence and its rights (charter and statutory) and all agreements,
licenses, operators, contracts, franchises and other arrangements necessary to carry on its
Business, except where non-compliance with the foregoing could not reasonably be
expected to result in a Material Adverse Change.
(3)

Compliance with Laws Generally; Compliance with Pension Obligations. (i) The
Borrower shall and shall cause each Guarantor to comply in all material respects with all
applicable Laws and decrees, and agreements, licences, authorizations and permits
material to the operation of the business of such Guarantor; (ii) the Borrower shall make
or shall cause to be made, all contributions or other payments required to be made to the
Stelco Main Pension Plans under the Stelco Regulation and other applicable Laws and
the Pension Agreement in accordance with the terms thereof when due.
(4)
Pay all Obligations. Pay all Obligations owing hereunder on the dates, at the times, in the
manner and at the places specified in this Agreement.
(5)

Keeping of Books. Keep and cause each Guarantor to keep proper books of record and
account, in which proper entries shall be made of all financial transactions involving its
Assets and Business in accordance with GAAP.
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(8)
(9)
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Use of Proceeds. Use the proceeds of the Loan only for the purposes SiMeifiad in gection
2.2.
Listing. The Borrower shall use commercially reasonable efforts to ensure that the
Common Shares are listed and posted for trading on the Toronto
.
Stock Exchange, and
shall use commercially reasonable efforts to maintain such listing and posting for trading
of the shares on the Toronto Stock Exchange and to maintain the Borrower's status as a
"reporting issuer" not in default of Applicable Securities Legislation.
Further Assurances. At the Borrower's cost and expense, duly execute and deliver or
cause to be duly executed and delivered to the Province such further instruments and do
and cause to be done such further acts as may be necessary or proper in the reasonable
opinion of the Province to carry out more effectually the provisions and purposes of this
Agreement.
Guarantees. The Borrower shall cause any future Subsidiary to which any material
portion of the Assets or property of Hamilton Steel LP or Lake Erie Steel LP are
transferred or assigned to execute a Guarantee in favour of the Province with respect to
the Obligations upon such Person becoming a Subsidiary of Stelco, provided that the
Guarantee shall be substantially in the same form as the Guarantee provided on the
Closing Date by the Guarantors.
5.2
Negative Covenants
So long as any amount owing hereunder remains unpaid or the Borrower has any
obligation tinder this Agreement, and unless written consent is given in accordance with this
Agreement:
(1)
Business. The Borrower shall not, and shall cause each of the other Guarantors not to,
make any changes in any of its business objectives, purposes or operations that could
reasonably be expected to adversely affect the repayment of any 6f the Obligations or
could reasonably be expected to have or result in a Material Adverse Change.
(2)
Fiscal Year. Neither the Borrower nor any of the Guarantors shall change its Fiscal Year.
ARTICLE 6
EVENTS OF DEFAULT
6I

Events of Default
(1)
Subject to Section 6.1(2), if any one of the following events (each an
"Event of
Default")
occurs and is continuing:
(a)
Borrower fails to pay the Loan when due and such default continues for a period
of five (5) days;
(b)
Borrower fails to pay any interest due on the Loan when due and such default
continues for a period of thirty (30) days;
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(c) any material representation or warranty 'or certification made or deemed to be
made by the Borrower in this Agreement shall prove to have been incorrect in any
material respect when made or deemed to be made and which has not been cured
within thirty (30) days;
(d)
Borrower shall fail to perform, observe or comply with any of the covenants
contained in Section 5.1 of this Agreement in a material way and such default
continues for a period of thirty (30) days;
(e)
Borrower or any Guarantor fails to meet any of its material obligations under the
Pension Agreement and such default continues for a period of thirty (30) days;
(f)
Borrower or any Guarantor breaches in a material way the Stelco Regulation and
such breach continues for a period of thirty (30) days;
(g)
Borrower or any Guarantor shall: (1) apply for or consent to the appointment of, or
the taking of possession by, a receiver, custodian, administrator, trustee, liquidator
or other similar official for itself or for all or any material part of its Assets; (ii)
generally not pay its debts as such debts become due or admit in writing its
inability to pay its debts generally, or declare any general moratorium on its
indebtedness; (iii) make a general assignment for the benefit of creditors or a
proposal under the United States Bankruptcy Code, the Bankruptcy and
Insolvency Act (Canada), the Companies' Creditors Arrangement Act (Canada) or
the Winding-up and Restructuring Act (Canada) or a similar Law of any
applicable jurisdiction; (iv) institute any proceeding seeking to adjudicate it a
bankrupt or insolvent, or seeking liquidation, dissolution, winding-up,
reorganization, arrangement, adjustment, protection, relief or composition of it or
its debts under any statute, rule or regulation relating to bankruptcy, insolvency,
reorganization, relief or protection of debtors; or (v) take any corporate action to
authorize any of the actions described in the foregoing; or
(h)
any proceeding against either the Borrower or any Guarantor has been
commenced to: (i) adjudicate it a bankrupt or insolvent; (ii) result in the
liquidation, dissolution, winding-up, reorganization, arrangement, adjustment,
protection or relief or composition of it or its Debts under any statute, rule or
regulation relating to bankruptcy, insolvency, reorganization, relief or protection
of debtors; or (iii) result in the appointment of a receiver, custodian,
administrator, trustee, liquidator or other similar official for it or for all or any
material part of its Assets, and, in each case, such proceeding remains
undismissed or unstayed for a period of thirty (30) days or any of the actions
sought in such proceeding shall occur;
then the Province may declare the Loan and all other amounts payable under this
Agreement to be immediately due and payable, without presentment, demand, protest or
further notice of any kind, all of which are expressly waived by the Borrower.
Notwithstanding the foregoing, if an Event of Default set out in Section 6.1(g) or (h)
occurs (subject to Section 6.1(2), then without prejudice to the other rights of the
Province as a result of any such event, without any notice or action of any kind by the
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Province, and without presentment, demand or protest, the Loan shall immediately
become due and payable.
(2)
Any event described in Section 6.1(1) with respect to a Guarantor is only an Event of
Default if the Guarantor owns a material portion of the Assets of the Borrower on a
consolidated basis.
6.2 Remedies Upon Default
(1) Upon a declaration that the Loan is immediately due and payable in cash pursuant to
Section 6.1, the Province may, subject to the terms of the Province Intercreditor
Agreement, commence such legal action or proceedings as it, in its sole discretion, deems
expedient, all without any additional notice, presentation, demand, protest, notice of
dishonour, entering into of possession of any property or assets, or any other action or
notice, all of which are expressly waived by the Borrower.
(2) The failure to exercise the option to accelerate the maturity of this Agreement upon the
happening of any one or more of the Events of Default shall not constitute a waiver of the
right of the Province, subject to the terms of the Province Intercreditor Agreement, to
exercise the same or any other option at that time or at any subsequent time with respect
to such or any other Event of Default.
(3) The rights and remedies of the Borrower under this Agreement are cumulative and are in
addition to, and not in substitution for, any other rights or remedies.
(4) The acceptance by the Province of any payment under this Agreement which is less than
payment in full of all amounts due and payable at the time of such payment shall not
(a) constitute a waiver of or impair, reduce, release or extinguish any remedy of the
Province or the rights of the Province to exercise the foregoing option or any other option
granted to the Province in this Agreement or (b) impair, reduce, release, extinguish or
adversely affect the obligations of the Borrower under this Agreement.
ARTICLE 7
GENERAL
7.1 Amendments, etc.
No amendment or waiver of any provision of any of this Agreement, nor consent
to any departure by the Borrower or any other Person from such provisions, is effective unless in
writing and approved by the parties hereto. Any amendment, waiver or consent is effective only
in the specific instance and for the specific purpose for which it was given.
7.2 Waiver
No failure on the part of the Province to exercise, and no delay in exercising, any
right under this Agreement shall operate as a waiver of such right; nor shall any single or partial
exercise of any right under this Agreement preclude any other or further exercise of such right or
the exercise of any other right.
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7.3Evidence of Funded Debt
The indebtedness of the Borrower shall be evidenced by the records of the
Province which shall constitute prirna f acie evidence of such indebtedness, absent manifest error.
7.4 Notices, etc.
Any notice, direction or other communication to be given under this Agreement
shall, except as otherwise permitted, be in writing and given by delivering it or sending it by
facsimile or other similar form of recorded communication addressed:
(i)
to the Borrower at:
Stelco Inc.
386 Wilcox Street
P.O. Box 2030
Hamilton, Ontario
L8L 8K5
Attention: Chief Financial Officer
Facsimile: 905-308-7002
(ii) to the Province at:
Minister of Finance
Ministry of Finance
7 Queen's Park Crescent, 7th Floor
Toronto, Ontario
M7A 1Y7
Telephone: 416-325-0400
Facsimile: 416-325-0374
and
Chief Executive Officer
Ontario Financing Authority
1 Dundas St. W., 14th Floor
Toronto, Ontario
M5G 1Z3
Telephone: 416-325-8001
Facsimile: 416-325-8005
Any such communication shall be deemed to have been validly and effectively given if
(i) personally delivered, on the date of such delivery if such date is a Business Day and such
delivery was made prior to 4:00 p.m. (Toronto time), otherwise on the next Business Day,
(ii) transmitted by facsimile or similar means of recorded communication on the Business Day
290
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following the date of transmission, Any party may change its address for service from time to
time by notice given in accordance with the foregoing and any subsequent notice shall be sent to
the party at its changed address.
7.5 Interest on Accounts
Except as may be expressly provided otherwise in this Agreement, all amounts
owed by the Borrower to the Province which are not paid when due (whether at stated maturity,
on demand, by acceleration or otherwise) shall (to the extent permitted by Law) bear interest
(both before and after default and judgment), from the date on which such amount is due until
such amount is paid in full, payable on demand, at a rate per annum equal at all times to the sum
of 8% per annum.
7.6 No Set-Off
The Borrower agrees that it shall have no rights of set-off or counterclaim with
respect to the principal and interest on the Loan at any time when any payment of, or in respect
of, such amounts to the Province is otherwise required to be paid under this Agreement.
7.7 Costs, Expenses and Indemnity
(1) The Borrower shall indemnify and hold the Province and its employees and agents (each
an "Indemnified Person") harmless from, and shall pay to such Indemnified Person on
demand any amounts required to compensate the Indemnified Person for, any claim or
loss suffered by, imposed on, or asserted against, the Indemnified Person as a result of,
connected with or arising out of (i) the preparation, execution and delivery of,
preservation of rights under, enforcement of, or refinancing, renegotiation or
restructuring of, this Agreement and any related amendment, waiver or consent, (ii) any
advice of counsel as to the rights and duties of the Province with respect to the
administration of the Loan, (iii) a default (whether or not constituting an Event of
Default) by the Borrower hereunder, and (iv) any proceedings brought against the
Indemnified Person due to its entering into of this Agreement.
(2)
The provisions of this Section 7.7 shall survive the termination of this Agreement and the
repayment of the Loan. The Borrower acknowledges that neither its obligation to
indemnify nor any actual indemnification by it of the Province or any other Indemnified
Person in respect of such Person's losses for the legal fees and expenses shall in any way
affect the confidentiality or privilege relating to any information communicated by such
Person to its counsel.
7.8 Confidentiality
The Province and Stelco will not disclose to anyone or use for any purpose other
than the purpose contemplated by this Agreement any confidential infounation obtained by
either the Province or Stelco pursuant hereto and will hold such information in the strictest
confidence.
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7.9 Successors and Assigns
(1) This Agreement shall become effective when executed by the Borrower and the Province
and after that time shall be binding upon and enure to the benefit of the Borrower and its
respective successors and permitted assigns.
(2) The Borrower shall not have the right to assign its rights or obligations under this
Agreement or any interest in this Agreement without the prior consent of the Province,
which consent may be arbitrarily withheld,
(3) The Province may assign all or any part of its interest in the Loan to an assignee (an
"Assignee") without any requirement for notice to, or consent of, the Borrower or any
other Person provided that any assignee is not a competitor of Stelco or any of the
Guarantors and provided that such Assignee shall agree to be bound by the Province
Intercreditor Agreement and further provided that if the Borrower exercised its option
under either Section 2.4 or 2.6 to deliver Common Shares, such assignment would not
require the Borrower to qualify or register the issuance of such Common Shares for
distribution in, or make any notice or other filing in, any jurisdiction other than the
provinces or territories of Canada. ' Upon an assignment, the Assignee shall have the
same rights and benefits and be subject to the same limitations under this Agreement as it
would have if it were the Province, provided that no Assignee shall be entitled to receive
any greater payment, on a cumulative basis, pursuant to Section 7.7 than the Province
which granted the assignment would have been entitled to receive.
(4) The Borrower shall provide such certificates, acknowledgments and further assurances in
respect of this Agreement and the Loan as the Province may reasonably require in
connection with any assignment, pursuant to this Section 7.9, subject to the Borrower
being satisfied with the form of such documents, acting reasonably.
(5)
In the case of an assignment, the Province shall deliver to the Borrower and the Borrower
shall execute an assignment and assumption agreement pursuant to which the Assignee
agrees to be bound by all the terms and conditions of this Agreement, all as if the
Assignee had been an original party, subject to the Borrower being satisfied with the
form of such documents, acting reasonably.
(6) Any assignment pursuant to this Section 7.9 will not constitute a repayment by the
Borrower to the assigning or granting holder of the Loan nor a new loan to the Borrower
by the Province or by the Assignee and the parties acknowledge that the Borrower's
obligations with respect to the Loan will continue and will not constitute new obligations.
7.10 Governing-Law
This Agreement shall be governed by and interpreted and enforced in accordance
with the laws of the Province of Ontario and the federal laws of Canada applicable therein. The
Borrower hereby irrevocably consents and submits to the non-exclusive jurisdiction of the
Ontario Court (General Division) and waives any objection based on venue or forum non
convenient with respect to any action commenced in connection with this Agreement.
292
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7.11

Counterparts
This Agreement may be executed in any number of counterparts (including by
way of facsimile) and all of such counterparts taken together shall be deemed to constitute one
and the same instrument.

7.12
Language Clause
The parties hereto have expressly agreed that this Agreement and all other Credit
Documents be executed in the English language.
Les parties ont expressement convenu que la
presente convention et tous les autres documents de credit soient rediges dans la langue
anglaise.
7.13
Conflict of Terms
In the event of a conflict between the terms of this Agreement and the terms of
any Guarantee, the terms of this Agreement shall prevail to the extent of such conflict, provided
that should either the terms of this Agreement or any Guarantee conflict with the Province
Intercreditor Agreement, the Province Intercreditor Agreement shall prevail to the extent of such
conflict.
[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
293
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IN WITNESS WHEREOF the parties hereto have executed this Agreement on
the date first above written.
STELCO INC.
Per:

Courtney Pratt
President and Chief cutive Officer
Per:

William E. ghan
Senior Vic esident Finance and
Chief Financial Officer
I/We have authority to bind the
Corporation
HER MAJESTY THE QUEEN IN RIGHT
OF THE PROVINCE OF ONTARIO
AS REPRESENTED BY THE MINISTER
OF FINANCE
Per:
Hon. Dwight Duncan
Minister of Finance
294
HER MAJESTY THE QUEEN IN RIGHT
OF THE PROVINCE OF ONTARIO
AS REPRESENTED BY THE MINISTER
OF FIN C
Per:
n. I wig t Duncan
Minister of Finance
- 27 -
IN WITNESS WHEREOF the parties hereto have executed this Agreement on
the date first above written.
STELCO INC.
Per:
Courtney Pratt
President and Chief Executive Officer
Per:
William E. Vaughan
Senior Vice President Finance and
Chief Financial Officer
I/We have authority to bind the
Corporation
295
AMENDMENT TO PROVINCE NOTE LOAN AGREEMENT
THIS AMENDMENT made the3( irday of n cA-Oba , 2007.
BETWEEN:
STELCO INC.
(the "Borrower")
and
HER MAJESTY THE QUEEN IN RIGHT OF THE
PROVINCE OF ONTARIO AS REPRESENTED BY THE
MINISTER OF FINANCE
(the "Province")
WHEREAS the Borrower and the Province previously entered into the Province Note
Loan Agreement dated March 31, 2006 (the "Loan Agreement"); and
WHEREAS, pursuant to the Agreement regarding Stelco Inc. Pension Plans made the
day of August, 2007, among, inter alia, the Borrower and the Province, the Borrower and
the Province have agreed to make certain changes to the Loan Agreement, as set forth below.
NOW THEREFORE, for value received (the receipt and sufficiency of which are
hereby acknowledged), the parties hereto agree as follows:
ARTICLE I
AMENDMENTS
1.1

The following provisions of the Loan Agreement are hereby deleted in their
entirety:
(a) The terms "Applicable Securities Legislation", "Freely Tradeable",
"VWAP" and "VWAP Certificate" in Section 1.1;
(b) Section 2.4 and the words "Subject to Section 2.4" in Section 2.3;
(c) Section 2.6 and the reference thereto in Section 2.1(1);
(d) Section 2.8(4); and
(e) Section 5.1(7).
296
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1.2

Section 2.8(1) of the Loan Agreement is hereby amended to read in its entirety as
follows:
Unless otherwise expressly provided in this Agreement, the Borrower shall make any
cash payment required to be made by it to the Province by depositing the amount of the
payment into an account specified by the Province not later than 1:00 p.m. (Toronto time)
on the date the payment is due.
1.3

Section 7.9(3) of the Loan Agreement is hereby amended to read in its entirety as
follows:
The Province may assign all or any part of its interest in the Loan to an assignee (an
"Assignee") without any requirement for notice to, or consent of, the Borrower or any
other Person provided that any assignee is not a competitor of Stelco or any of the
Guarantors and provided that such Assignee shall agree to be bound by the Province
Intercreditor Agreement. Upon an assignment, the Assignee shall have the same rights
and benefits and be subject to the same limitations under this Agreement as it would have
if it were the Province, provided that no Assignee shall be entitled to receive any greater
payment, on a cumulative basis, pursuant to Section 7.7 than the Province would have
been entitled to receive.
1.4
Except as amended hereby, the Loan Agreement shall remain in full force and
effect in accordance with its terms.
ARTICLE II
GENERAL
2.1 Successors and Assigns
This Amendment is binding upon the Borrower, its successors and permitted assigns;
provided, however, that the Borrower shall not assign its rights or obligations hereunder without
the prior written consent of the Province. The benefit hereof extends to the Province and its
successors and assigns.
2.2 Governing Law
This Amendment will be governed by and interpreted and enforced in accordance with
the laws of the Province of Ontario and the federal laws of Canada applicable therein. The
Borrower hereby irrevocably consents and submits to the exclusive jurisdiction of the Ontario
Superior Court of Justice and waives any objection based on venue or
f orum non conveniens
with respect to any action commenced in connection with this Amendment.
2.3Notice
All notices, requests, demands or other communications required or permitted to be given
by one party to another under this Amendment shall be given in writing and delivered by
personal delivery or delivery by recognized national courier, sent by facsimile transmission or
delivered by registered mail addressed as follows:
297
- 3-
(a) If to the Borrower: Stelco Inc.
386 Wilcox Street
P.O. Box 2030
Hamilton, Ontario
L8L 8K5
Attention: Chief Financial Officer
Facsimile Number: 905-308-7002
(b) If to the Province: Minister of Finance
Ministry of Finance
7 Queen's Park Crescent, 7th Floor
Toronto, Ontario
M7A 1Y7
Facsimile Number: 416-325-0374
-and-
Chief Executive Officer
Ontario Financing Authority
1 Dundas St. W., 14th Floor
Toronto, Ontario
M5G 1Z3
Facsimile Number: 416-325-8005
or at such other address or facsimile number at which the addressee may from time to time notify
the addressor. Any notice delivered by personal delivery or by courier to the party to whom it is
addressed as provided above shall be deemed to have been given and received on the day it is so
delivered at such address. If such day is not a Business Day (as defined in the Loan Agreement),
or if the notice is received after 4:00 p.m. (addressee's local time), then the notice shall be
deemed to have been given and received on the next Business Day. Any notice sent by
registered mail shall be deemed to have been given and received on the third Business Day
following the date of its mailing. Any notice transmitted by facsimile shall be deemed to have
been given and received on the day in which transmission is confirmed. If such day is not a
Business Day or if the facsimile transmission is received after 4:00 p.m. (addressee's local time),
then the notice shall be deemed to have been given and received on the first Business Day after
its transmission.
2.4 Counterparts
This Amendment may be executed in counterparts (including by way of facsimile) and
such counterparts taken together will be deemed to constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment on the
date first above written.
298
Title:
Per:
Name:
Title:
HER MAJESTY THE QUEEN IN RIGHT
OF THE PROVINCE OF ONTARIO AS
REPRESENTED BY THE MINISTER OF
FINANCE
Per:
Title: Minister of Finance
GOODMANS\ \ 5482925.8
299
4
STELCO INC.
Per:
Name:
Title:
Per:
Name:
Title:
HER MAJESTY THE QUEEN IN RIGHT
OF THE PROVINCE OF ONTARIO AS
REPRESENTED BY THE MINISTER OF
FINANC
Per:
r

1 irfster of Finance
GOODMANS\ \ 5482925.8
300