US Steel Application Record Part II

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 R
This is Exhibit R-- referred to In the
affidavit of . A....t.L14-G-144(h
sworn before m, this CIA
day of
e
7 20
A COMMISSIONER FORTAXING AFFIDAVITS
U. S. Steel Canada Inc.
RETIREMENT PLAN FOR USW LOCAL 1005 MEMBERS AT
HAMILTON WORKS
Actuarial Valuation Report as of December 31, 2013
Registration #0354878
July 2014
A Xerox Company
buckconsultants
3
0
1
Table of Contents
1. Summary of Valuation Results Total Plan 3
2. Comments on Summary of Valuation Results as at December 31, 2013 4
3. Financial Position of the Plan 7
4. PBGF Assessment 13
5. Funding Requirements 14
6. Actuarial Cost Certificate and Opinion 17
Appendix I: Plan Assets
Appendix II: Plan Membership and Benefit Data
Appendix III: 2014 Contribution of Requirements (Original Benefits) Under General
Regulation to the Ontario Pension Benefits Act
Appendix IV: Age Service Distribution of Active Members
Appendix V: Actuarial Assumptions and Methods
Appendix VI: Summary of Plan Provisions
Appendix VII: Employer Certification
U. S. Steel Canada Inc. Retirement Plan
2
For USW Local 1005 Members at Hamilton Works
Valuation as of December 31, 2013
302
Retirement Plan for USWLocal 1005 Members at Hamilton Works
SUMMARY OF VALUATION RESULTS ($000s)
VALUATION DATE 12/31/2013 12/31/2012
PLAN MEMBERSHIP DATA
Number of Members:
Active members
542 583
Retired members and beneficiaries 8,451 8,610
Former employees with deferred vested benefits 241 254
Transferred members
104 121
Total Members 9,338 9,568
Annual pensions $ 138,216 $ 140,157
Annual bridge pensions $ 24,416 $ 26,240
Deferred annual pensions $ 799 $ 811
FUNDING
Market Value of Assets $ 1,580,296 $ 1,459,950
Going Concern Actuarial Liability 1,673,054 1,732,115
Going Concern Funding Excess (Deficiency) $ (92,758) $ (272,165)
% Funded - Ongoing Basis 94.5% 84.3%
Solvency Assets $ 1,579,362 $ 1,458,993
Solvency Liability 2,152,362 2,436,937
Solvency Excess I (Deficiency) $ (573,000) $ (977,944)
A) Funded - Solvency Basis 73.4% 59.9%
FUNDING REQUIREMENTS 2014 2013
Prescribed contributions $ 47,817 $ 43,883
Normal cost & Special payments for benefit improvements 760 8,129
Total annual minimum contribution $ 48,577 $ 52,012
PBGF Assessment (capped at $300 per Ontario member) $ 2,712 $ 2,780
303
Comments on Summary of Valuation Results as of
December 31, 2013
This report has been prepared for and at the request of U. S. Steel Canada Inc. (the
"Company" or "USSC") and presents the actual results of the actuarial valuation of the
U. S. Steel Canada Inc. Retirement Plan for USW Local 1005 Members at Hamilton
Works (the "Plan") as of December 31, 2013. All dollar amounts referenced in this report
are in Canadian dollars.
The purpose of the valuation is to determine:
The funded status of the Plan as at December 31, 2013 on going-concern,
solvency and wind-up bases;
The minimum and maximum funding requirements for 2014; and
To form part of the government filings, as required by the Financial Services
Commission of Ontario ("FSCO") and the Canada Revenue Agency ("CRA")
for statutory and tax purposes
The terms of our engagement and these tasks were conducted in accordance with the
Canadian Institute of Actuaries Standards of Practice for Pension Plans (the "Standards
of Practice") and all relevant regulations in effect at December 31, 2013.
The next actuarial valuation of the Plan will be required as of a date not later than
December 31, 2014 or as at the date of an earlier amendment to the Plan, in accordance
with the requirements of the regulations to the Ontario Pension Benefits Act.
Effective October 31, 2007, United States Steel Corporation ("U. S. Steel") acquired
Stelco Inc. As a result of the acquisition, effective October 31, 2007,
Stelco Inc. was renamed U. S. Steel Canada Inc.
The Plan was renamed as shown in this report from the Bargaining Unit
Pension Plan for Hamilton Steel Members of USW Local 1005; and
Hamilton Steel GP Inc. was dissolved and ceased to be a participating
employer and transferred its obligations under the Plan to the Company.
In conjunction with a 2006 Plan of Arrangement and Reorganization under the
Companies' Creditors Arrangement Act (CCAA) and upon the acquisition of Stelco Inc.
by U. S. Steel, there remains in effect a special pension agreement amongst the parties
Stelco Inc., U. S. Steel, the Superintendent of Financial Services and the Minister of
Finance in the Province of Ontario dated August 26, 2007 (the "Special Pension
Agreement") that provides for the minimum funding requirements of USSC's four main
pension plans:
The U. S. Steel Canada Inc. Retirement Plan for USW Local 1005 Members
at Hamilton Works (the "Hamilton Hourly Plan") Registration #0354878
at Lake Erie Works, (the "Lake Erie Hourly Plan") Registration #0698761
4
304
The U. S. Steel Canada Inc. Retirement Plan for Salaried Employees at
Hamilton Works, (the "Hamilton Salaried Plan") Registration #0338509
The U. S. Steel Canada Inc. Retirement Plan for Salaried Employees at Lake
Erie Works, (the "Lake Erie Salaried Plan") Registration #0698753
Key features of the funding arrangement are as follows:
1. The election under Section 5.1 of the regulations to the Ontario Pension Benefits
Act which exempts the plans from funding on a solvency basis, no longer applies
to the plans.
2. Contributions otherwise required under the general regulations to the Ontario
Pension Benefits Act are replaced by the following provisions for future years:
a. Level contributions, payable monthly, are allocated between the four
plans:
2008 2010 I $65.0 million per annum
2011 2015 J $70.0 million per annum
b. Additional contributions are required in respect of improvements
(amendments) to plan benefits after December 31, 2005. Such
contributions are determined under the general regulations to the Ontario
Pension Benefits Act.
3. The Special Pension Agreement ends on December 31, 2015 or at an earlier
date if all four plans become fully funded on a solvency basis (with respect to the
benefit provisions in effect at December 31, 2005).
The minimum contributions for the Plan for 2014 include $47,817,000 for Original
Benefits and $760,000 for Benefit Improvements in effect at December 31, 2013 for a
total of $48,577,000. The maximum contribution that the Company may make to the
Plan in 2014 is $579,394,000, which is the wind-up deficiency plus the normal cost.
Contributions in excess of the minimum required are subject to required allocation
between the four plans under the Special Pension Agreement.
This report reflects the requirements of the Special Pension Agreement, including
presenting separately the financial position and contribution requirements for the Original
Benefits (i.e., provisions of the Plan as at December 31, 2005) and Benefit
Improvements (i.e., plan amendments made after December 31, 2005 which increase
the normal cost, going-concern liabilities, or solvency liabilities).
This valuation reflects the provisions of the Plan in effect at December 31, 2013. Prior
Benefit Improvements were either (i) retiree COLA adjustments or (ii) service credit for
the 10-month lockout period in 2010-2011: effective October 16, 2011, the Plan was
amended to include within Credited Service the period of lockout that commenced
November 7, 2010 and ended on October 15, 2011. All Benefit Improvements are fully
reflected in this valuation. A summary of the plan provisions is provided in Appendix VI.
The Plan was closed to new hires effective October 16, 2011.
At December 31, 2013, the going-concern valuation discount rate is 6.25%. For
solvency calculations as of December 31, 2013, commuted value rates of 3.0% for the
first 10 years and 4.6% for all years thereafter were used as well as annuity purchase
5
305
rates of 3.8%. See Appendix V for all other important assumptions relative to the
valuations.
For Plan assets, this valuation report has relied on the audited financial statements of
the Plan as of December 31, 2013, audited by KPMG LLP. Assets have been allocated
to Benefit Improvements according to requirements of the Special Pension Agreement.
Pension fund assets are held in trust by CIBC Mellon and invested in a diversified
portfolio managed by several managers, including United States Steel & Carnegie
Pension Fund ("UCF") in accordance with the investment policy. (With U. S. Steel
Corporation's purchase of USSC and adoption of its benefit plans, the Board of Directors
of USSC delegated authority for certain administrative responsibilities for the plans,
including this Plan, to UCF, subject to the ongoing oversight of USSC as sponsoring
employer and administrator.) On May 1, 2009, UCF took over the investment
responsibilities for most of the Plan's non-Canadian equity holdings.
The solvency and wind up assumptions were updated to reflect market conditions at the
valuation date. The assumption for wind-up expenses is $100 per participant, which
reflects that the majority of the tasks required to wind-up the plan would be done
internally at a lower cost than if performed by an outside vendor.
We are unaware of any subsequent events from the date of the year-end valuation
measurement to the date of submittal of this report that would influence the results
herein.
The information contained in this report was prepared for the Company's internal use
and for filing with the Financial Services Commission of Ontario and with the Canada
Revenue Agency and is not intended to be used for other purposes.
306
Financial Position - Going Concern Valuation
The financial position of the Plan on a going concern basis is determined by comparing
the actuarial value of assets to the actuarial accrued liability. The special pension
agreement requires the Plan to use the actual market value of net assets as the actuarial
value of assets for the Plan.
Goin9 Concern Position at December 31, 2013
Benefit
In $000s Total Plan Benefits Original Benefits Improvements
Assumptions for Funded Status Position:
Going-Concern Rate 6.25%
Normal Cost to EOY $ 2,615 $ 2,621 $ (6)
Expected Benefit Payments 161,353 155,382 5,971
Funded Status Position:
Actuarial Value of Assets $ 1,580,296 $ 1,500,796 $ 79,500
Actuarial Accrued Liabilities
Active Members $ 65,335 $ 62,422 $ 2,913
Transferred Members 9,099 9,092 7
Pensioners and Survivors 1,593,224 1,533,204 60,020
Deferred Vesteds 5,396 5,359 37
Total Actuarial Accrued Liabilities $ 1,673,054 $ 1,610,077 $ 62,977
Funding Excess / (Deficiency) $ (92,758) $ (109,281) $ 16,523
% Funded Ongoing Basis 94.5%
Going Concern Position at December 31, 2012
Benefit
Normal Cost to EOY $ 2,762 $ 2,738 $ 24
Expected Benefit Payments 165,252 159,286 5,966
Actuarial Value of Assets $ 1,459,950 $ 1,393,777 $ 66,173
Active Members $ 66,971 $ 63,910 $ 3,061
Total Actuarial Accrued Liabilities $ 1,732,115 $ 1,668,316 $ 63,799
Funding Excess / (Deficiency) $ (272,165) $ (274,539) $ 2,374
% Funded Ongoing Basis 84,3%
307
Financial Position Solvency Valuation
The Pension Benefits Act (Ontario) requires a measure of solvency based on
assumptions, which are prescribed by the Act, to assess the financial status of the Plan
under a worst case scenario of Plan termination and wind up. The financial position of
the Plan on a solvency basis is determined by comparing the market value of assets
reduced by termination expenses to the solvency liability, as prescribed by the Act. The
solvency liability is the present value of benefits, as determined under the Act, earned for
service prior to the valuation date, calculated as if the pension plan were terminated on
that date. The solvency deficiency is $573,000,000 as of December 31, 2013.
Solvency Position at December 31, 2013
Benefit
Annuity Purchase Rate: 3.80%
Commuted Value Rates: 3.00 % first 10 yrs./ 4.60 % thereafter
Market Value of Assets 1,580,296 $ 1,500,796 $ 79,500
Termination Expenses (934) (934)
Solvency Assets 1 1,579,362 $ 1,499,862 $ 79,500
Solvency Liabilities
Active Members 124,205 $ 119,055 $ 5,150
Total Solvency Liabilities 2,152,362 $ 2,072,110 $ 80,252
Funding Excess / (Deficiency) (573,000) $ (572,248) $ (752)
% Funded Solvency Basis 73.4%
Incremental Solvency Cost (Credit) (5,890)
Benefit
Annuity Purchase Rate: 3.00%
Commuted Value Rates: 2.40 % first 10 yrs./ 3.60 % thereafter
Market Value of Assets $ 1,459,950 $ 1,393,777 $ 66,173
Termination Expenses (957) (957)
Solvency Assets 1 $ 1,458,993 $ 1,392,820 $ 66,173
Active Members $ 146,351 $ 139,905 $ 6,446
Total Solvency Liabilities $ 2,436,937 $ 2,348,074 $ 88,863
Funding Excess / (Deficiency) (977,944) $ (955,254) $ (22,690)
8
308
Financial Position Wind-Up
The wind-up liabilities are equal to the solvency liabilities plus liabilities for certain
employees who are not yet eligible, but who on the date of valuation would have grown
into eligibility for special early retirement benefits had they been able to work until they
attained age 55 and had at least 10 years of service, absent a termination of their
employment.
Wind-Up Position at December 31, 2013
Benefit
Consent Benefits Not In Solvency
Liabilities 3,857 3,953 (96)
Total Wind-Up Liabilities $ 2,156,219 $ 2,076,063 $ 80,156
Solvency Assets 1,579,362 1,499,862 79,500
Wind-Up Excess / (Deficiency) $ (576,857) $ (576,201) $ (656)
Transfer Ratio (Market Value of
Assets/Wind-up Liabilities) 73.3%
Benefit
Consent Benefits not in Solvency
Liabilities 3,982 4,182 (200)
Total Wind-Up Liabilities $ 2,440,919 $ 2,352,256 $ 88,663
Solvency Assets 1,458,993 1,392,820 66,173
Wind-Up Excess / (Deficiency) $ (981,926) $ (959,436) $ (22,490)
The Plan's transfer ratio is determined by dividing the market value of assets by the
wind-up liabilities. As of December 31, 2013, the Plan has a transfer ratio of 73.3%.
Because the transfer ratio of the plan is less than 1.0, the Plan can pay out only 73.3%
of the commuted value of a benefit payable on termination or death, unless the
Company makes an additional contribution equal to 26.7% of the commuted value to
cover the shortfall. This shortfall is referred to as the "transfer deficiency". However,
commuted values may be paid in full without the requirement to cover the transfer
deficiency if the sum of all transfer deficiencies made since the date of the last actuarial
review is less than 5% of the market value of assets as of December 31, 2013 (or
$79,014,800).This is equivalent to the sum of all commuted values being less than
$295,935,581.
9
309
Discount Rate Sensitivities
It should be noted that the results of this valuation are presented at a single point in time.
Both the going concern and solvency funded positions of the Plan can change with time
and the potential for such variations must be borne in mind when using this report as a
guide for the funded positions, now or in the future.
This section provides details on the sensitivity of the valuation results to an increase or
decrease of 1% (i.e. 100 basis points) to our current discount rate assumptions.
In $000s
L iabilities
December 31, 2013 December 31, 2012
Actuarial Accrued Liabilities $ 1,673,054 $ 1,732,115
Normal Cost to EOY 2,615 2,762
Solvency Liabilities 2,152,362 2,436,937
- 1% change on rates
Actuarial Accrued Liabilities 1,825,091 1,891,506
+ 1% change on rates
Actuarial Accrued Liabilities 1,543,334 1,596,381
Effect of -1% change
Actuarial Accrued Liabilities 152,037 159,391
Normal Cost to EOY 492 529
Solvency Liabilities 238,892 295,092
Effect of +1% change
Actuarial Accrued Liabilities (129,720) (135,734)
Normal Cost to EOY (385) (414)
Solvency Liabilities (198,991) (242,918)
10
310
Reconciliation of Funded Status - Going Concern Basis
The going concern funding deficiency is $92,758,000 at December 31, 2013. The
deficiency decreased $179,407,000 from December 31, 2012, due primarily to an
increase in the market value of assets and changes stemming from the natural
maturation of the plan. Expected return on assets of $87,761,000 compared with an
actual return of $233,599,000 decreased the deficiency by $145,838,000. All decrement
experience changes were insignificant to the plan.
Reconciliation of Funded Status on a Going Concern Basis -
From December 31, 2012 through December 31, 2013
In $000s Total Plan Benefits Original Benefits
Benefit
Improvements
Funding Excess / (Deficiency) Beginning of Year $ (272,165) $ (274,539) $ 2,374
Interest on surplus (unfunded liability) (17,011) (17,159) 148
Special Payments 49,333 41,227 8,106
Change in actuarial assumptions
Investment Experience 145,838 138,876 6,962
Retirement Experience (478) (638) 160
Mortality Experience 949 919 30
Withdrawal Experience 297 297
Salary Experience
All other Sources 479 1,736 (1,257)
Funding Excess / (Deficiency) End of Year $ (92,758) $ (109,281) $ 16,523
Discount Rate 6.25% 6.25% 6.25%
Funded Status Ratio at December 31, 2013 94.5%
11
311
deficiency decreased $48,863,000 from December 31, 2011, due primarily to an
increase in the market value of assets and changes stemming from the natural
maturation of the plan. The decrease in funding deficiency was partially offset by a
change in the going concern discount rate. Expected return on assets of $89,397,000
compared with an actual return of $140,691,000 decreased the deficiency by
$51,294,000. All decrement experience changes were insignificant to the plan.
Reconciliation of Funded Status on a Going Concern Basis-
Benefit
Improvements
Funding Excess / (Deficiency) Beginning of Year (321,028) $ (307,847) $ (13,181)
Interest on surplus (unfunded liability) (20,867) (20,010) (857)
Special Payments 58,088 43,911 14,177
Change in actuarial assumptions (35,954) (34,658) (1,296)
Investment Experience 51,294 49,203 2,091
Retirement Experience (3,161) (3,495) 334
Mortality Experience 674 674
Withdrawal Experience 104 104
Salary Experience
Normal Cost w/interest (2,888) (2,891) 3
All other Sources 1,573 470 1,103
Funding Excess / (Deficiency) End of Year (272,165) $ (274,539) $ 2,374
Discount Rate 6.25% 6.25% 6.25%
12
312
PBGF Assessment for 2014 (In Dollars)
There is an annual assessment payable for Ontario Plan Beneficiaries to the Guarantee
Fund pursuant to the Pension Benefits Act (Ontario).
The PBGF Assessment Base shown below is to be used for annual filing purposes until
a new actuarial report is filed:
PBGF Assessment Base:
PBGF Liabilities at December 31, 2013 $ 2,137,412,000
(Solvency Liabilities in respect of Ontario members)
Ontario Asset Ratio Assumed 99.31%
Solvency Assets at December 31, 2013
(Ontario Portion of the fund) 1 1,569,392,000
PBGF Assessment Base $ 568,020,000
Development of PBGF Assessment Fees:
As PBGF Liabilities at December 31, 2013
Threshold - % of Threshold or Excess
Liabilities over Assess. Base % Charge
- On 10% of Total $ 213,741,200 $ 213,741,200 0.50% $ 1,068,706
- On 10% of Total 213,741,200 213,741,200 1.00% 2,137,412
- On 20% of Total 427,482,400 140,537,600 1.50% 2,108,064
Plus $5 per Ontario Plan Beneficiary 45,200
Preliminary PBGF Calculation
$ 5,359,382
PBGF Cap on Assessment at $300 per Member $ 2,712,000
PBGF Assessment Equals Minimum of Preliminary PBGF Calculation or Cap and this
assessment must be at least $250 $ 2,712,000
Retail Sales Tax at 8% 216,960
Total Annual PBGF Assessment Fee $ 2,928,960
1 The assets reported for the 1:8GF assessment do not Include the termination expenses.
13 U. S. Steel Canada Inc. Retirement Plan
313
Employer Contributions - Original Benefits & Total Plan
Hamilton Lake Erle Hamilton
In $000s Bargaining Plan Bargaining Plan Salaried Plan
Lake Erle
Salaried Plan Total
Total Members 9,338 1,311 3,276 441 14,366
Allocation of 2014 Prescribed Contributions - Original Benefits
Going-ConcernBasis as of
December 31, 2013:
Market Value of Assets $ 1,500,796 228,008 $ 893,585 $ 155,684 $ 2,778,073
Actuarial liabilities (Original) 1,610,077 248,332 813,976 147,023 2,819,408
Unfunded Liability $ (109,281) (20,324) 79,609 $ 8,661 $ (41,335)
Solvency Basis as of
December 31, 2013:
Market Value of Assets $ 1,500,796 $ 228,008 $ 893,585 $ 155,684 $ 2,778,073
Termination Expenses (934) (131) (328)
(44)
(1,437)
Solvency Assets 1,499,862 227,877 893,257 155,640 2,776,636
Solvency Liabilities (Original) 2,072,110 345,173 1,009,809 187,295 3 614,387
Solvency Deficiency $ (572,248) $ (117,296) $ (116,552) $ (31,655) $ (837,751)
Allocation of Contributions for Year 2014:
Initial allocation percentage* 68.31% 14.00% 13.91% 3.78% 100.00%
Initial allocation of prescribed
contribution 47,817 9,800 9,737 $ 2,646 $ 70,000
Check for Minimum Limitation:
2014 normal cost to midyear'' $ 2,543 1,853 3,977 $ 1,379 $ 9,752
Affected plan No No No No
Total Plans' Funded Status, including Original & Benefit improvement Liabilities
December 31, 2013:
Actuarial liabilities 1,673,054 254,691 813,976 147,023 2,888,744
Unfunded Liability (92,758) $ (17,214) $ 79,609 $ 8,661 $ (21,702)
% Funded Ongoing Basis 94.5% 93.2% 109.8% 105.9% 99.2%
December 31, 2013:
Termination Expenses (934) (131) (328) (44) (1,437)
Solvency Assets 1,579,362 237,348 893,257 155,640 2,865,605
Solvency Liabilities 2,152,362 354,861 1,009,809 187,295 3,704,327
% Funded Solvency Basis 73.4% 66.9% 88.5% 83.1% 77.4%
Total 2014 MinimumContribution - Prescribed and Benefit Improvements
Annual Prescribed Contribution $ 47,817 $ 9,800 $ 9,737 $ 2,646 $ 70,000
Benefit Improvements 760 233 993
Total Minimum Required in 2014 $ 48,577 $ 10,033 $ 9,737
(payable 1/12 monthly)
$ 2,646 $ 70,993
Termination expense = $0.1 per participant.
Allocated in proportion to Solvency Deficiency for each plan
'' Normal cost includes normal costs and estimated administrative expenses for the salaried plans.
The bargaining plans are not allowed to have investment and administrative expenses charged against the Trusts.
Plan for which 2014 adjusted normal cost exceeds initial allocation of prescribed contribution
14
314
Employer Contributions Benefit Improvements
Normal Cost
The normal cost (credit) associated with the Benefit Improvements at December 31, 2013 is $ (6,000).

Total Special Payments as of December 31, 2013
In $000s
Type of L iability Bases
Total Ongoing Bases
Present Value of
Remaining Period Remaining
Current Special as of December 31, Payments at

Rate Effective Date Payments 2013 12/31/2013
$
$
0.67 752
752

Solvency*
Total Solvency Bases
Total Special Payments
3.79% December31, 2012

766
766
(6)
Normal Cost (Credit)
2014 Funding RequirementBenefit improvements
Note: The solvency special payment effective December 31, 2012 is scheduled for 8 months in 2014; the last payment in 2014 w ill be
made by August 31, 2014 and will fully amortize the outstanding base remaining. This final payment is more than Is required to
fully amortize the outstanding base but adheres to the U. S. Steel funding policy of making fuU months of contributions into the fund.
760
In $000s
Type of Deficit
Total Ongoing Bases
Special Payments Determined as of December 31, 2012
Remaining Period
Current Special as of December 31,
Effective Date
Payments 2012
Solvency August 1, 2008 2,253 0.58
Solvency August 1, 2009 185 1.58
Solvency December31, 2009 802 2.00
Solvency December 31, 2010 687 3.00
Solvency November 1, 2011 1,106 3.83
Solvency December31, 2011 1,923 4.00
Solvency December 31, 2012 1,150 5.00
Total $ 8,106
Total Special Payments $ 8,106
Normal Cost (Credit) 23
2013 Funding RequirementBenefit Improvements 8,129
15
315
Minimum Required Employer Contributions Total
2014 Funding Requirements-Total Plan
Benefit
Improvements
Prescribed contributions 47,817 $ 47,817 $
Normal Cost (6) (6)
Special Payments
Going-concern
Solvency 766 766
Total
$ 48,577 $ 47,817 $ 760
In respect of the Original Benefits, the Special Pension Agreement prescribes the
contributions required to be made for the four main pension plans in 2014, in lieu of
contributions otherwise required under the general regulations to the Ontario Pension
Benefits Act. In particular, the Special Pension Agreement requires a total contribution of
$70 million payable in 12 level monthly installments for the period January 1, 2014 to
December 31, 2014 for the four main plans. The $70 million is allocated pro-rata
according to the Adjusted Solvency Deficiency of the four main plans at December 31,
2013, subject to a minimum allocation to each plan which is not less than their adjusted
normal cost. The adjusted normal cost is defined as "T" "U" where "T" equals the
normal cost and "U" is the lesser of the excess of market value of assets over going
concern liabilities and the excess of solvency assets over solvency liabilities, if any. The
total contribution to be allocated to the four main plans will remain at $70 million payable
in 12 level monthly installments annually for the period January 1, 2011 through
December 31, 2015.
The Special Pension Agreement requires additional monthly contributions for any benefit
improvements made to the plan. The amount of the contribution is the amount required
under the Ontario Pension Benefits Act and the General Regulations thereof, determined
as if the benefit improvements alone were being provided by the pension plan.
Normal Cost represents the present value of benefits allocated to the current year of
service under the actuarial funding method used for the Plan for all active members of
the Plan on the basis of a going concern valuation. For all of the Benefit Improvements
made to the plan that are Cost of Living Adjustments for retirees, there is no normal cost.
A small normal cost accompanies the October 31, 2011 Benefit Improvement that
restored lockout service to active members.
Maximum Permissible Employer Contributions
The maximum permissible employer contribution for 2014 is $579,394,000, the sum of the
wind-up unfunded liability determined as of December 31, 2013 plus the expected normal
cost for 2014. The Company must not make contributions in excess of the maximum
permissible amounts, as this may cause the Plan to be revoked of its registered status
under the Income Tax Act.
16
316
Actuarial Cost Certificate and Opinion
With respect to the Actuarial Valuation as at December 31, 2013
of The U. S. Steel Canada Inc. Retirement Plan
for USW Local 1005 Members at Hamilton Works
In our opinion, for purposes of this actuarial valuation report, the data is sufficient and
reliable, the assumptions are appropriate and the methods employed in the valuation are
appropriate.
The report has been prepared, and our opinion has been given, in accordance with
accepted actuarial practice. The actuarial valuation has been conducted in accordance
with the funding and solvency standards prescribed by the Pension Benefits Act
(Ontario) and Regulation, and in conformity with requirements of Income Tax Act
(Canada) and Regulation. This actuarial opinion forms an integral part of the report.
Based on the results of this actuarial valuation report as of December 31, 2013, we
certify that in our opinion:
In respect of the Original Benefits under the Plan:
1. The Plan does not have a prior year credit balance or prepaid contribution
balance.
2. In accordance with the Special Pension Agreement, the employer contribution to
the Plan in 2014 is equal to $47,817,000, payable in twelve monthly installments
from January 1, 2014 to December 31, 2014.
3. The employer's normal cost for 2014 is $2,543,000. No payment to the Plan is
required in respect of the normal cost beyond the contribution requirement
identified above.
4. The Plan has an unfunded liability on a going-concern basis of $109,281,000 as
of December 31, 2013.
5. The Plan has a solvency deficiency of $572,248,000 as of December 31, 2013.
6. The solvency liabilities do not include the value of consent benefits other than
funded consent benefits that may be contingent upon wind-up. The value of
these excluded benefits is $3,953,000.
In respect of the Benefit Improvements under the Plan at December 31, 2013:
1. The employer's normal cost (credit) for 2014 is $(6,000).
17
317
2. The Benefit Improvements under the plan are fully funded on a going concern
basis, with surplus in nominal assets of $16,523,000 as of December 31, 2013.
3. The Benefit Improvements under the plan would be fully funded on a solvency
basis with an additional $752,000 of plan assets as of December 31, 2013. In
order to comply with the Ontario Pension Benefits Act, the unfunded liability must
be liquidated by annual special payments, payable 1/12 monthly.
4. Total 2014 annual special payments, payable in eight equal monthly installments
from January through August 2014, in respect of Benefit Improvements under the
Plan are $766,000.
In respect of the Total Plan:
1. The assessment base determined for the Pension Benefit Guarantee Fund
(PBGF) is $568,020,000 and the assessment is $2,712,000 before sales tax.
The PBGF liabilities are $2,137,412,000.
2. If the plan had been wound up on the valuation date, the market value of assets
would have been $576,857,000 less than wind-up liabilities, with allowance for
wind up expenses in the amount of $934,000.
3. The transfer ratio, as defined by the Regulation to the Pension Benefits Act
(Ontario) is 73.3%.
4. The Plan has an incremental solvency cost (credit) of $(5,890,000) for the period
starting December 31, 2013 and ending at the next valuation at December 31,
2014.
5. There is no excess surplus pursuant to Section 147.2(2) of the Income Tax Act
(ITA).
6. The ITA permits the employer to make contributions up to the sum of the normal
cost and the wind-up unfunded liability, less the special payments made in
respect of periods since the valuation date. This maximum contribution level is
allowed provided that at the time the contribution is made, all assumptions made
in this valuation remain reasonable and the wind-up unfunded liability still exists.
As of the valuation date, the maximum permissible employer contributions for
2014 are estimated to be $579,394,000.
7. In accordance with the Regulation to the Pension Benefits Act (Ontario), the next
actuarial valuation report should be prepared with a valuation date not later than
December 31, 2014.
8. We are unaware of any subsequent events since the completion of this valuation
that would have a material effect on the results of this report.
18
318
The undersign is available to answer any questions with respect to this valuation
report.
(i
Normand Fri ette
Fellow, Socie y of Actuaries
Fellow, Canadian Institute of Actuaries
19
319
Reconciliation of Plan Assets - From December 31, 2012
through December 31, 2013
Benefit
Total Plan Benefits Original Benefits Improvements
$
1,459,950 $
1,393,777 $
66,173
52,012
43,883
8,129
Appendix I
Plan Assets
This valuation report has relied on the audited financial statements of the Plan as of
December 31, 2013, audited by KPMG LLP. Assets have been allocated to Benefit
Improvements according to requirements of the Special Pension Agreement.
Tests performed in review of the plan asset data include the following:
Comparison of the opening market value of assets disclosed in the audited
financial statements with the ending values disclosed in the most recent actuarial
valuation report.
Comparison of pension payments, contributions and expenses paid according to
the audited financial statements with expected payments, contributions, and
expenses specified in the most recent actuarial valuation report.
Consideration of all important changes in the composition of the funds invested.
Any anomalies or discrepancies discovered through testing, if any, have been resolved.
The asset data was reviewed for reasonableness and consistency and found to be
sufficient and reliable for the purposes of the valuation.
$
In $000s
Actuarial Value of Assets at
December 31, 2012 (Same as Market
Value of Assets)
Company Contributions
Investment Income / (Loss), net of
expenses
Benefit Payments
Change in Actuarial Value of Assets
December 31, 2013
233,599 222,435 11,164
(165,265) (159,299) (5,966)
120,346
107,019 13,327
1,580,296 $ 1,500,796 $ 79,500

Average Annualized Rate of Return 16.6%
The market value of assets for Benefit Improvements has been calculated based on
actual contributions and expected benefit payments for this provision and proportionate
investment earnings of the net Total Plan returns for the year. The market value of
assets for the Original Benefits has been determined as the difference in market values
allocated between the Total Plan and Benefit Improvements.
20
320
Appendix II
Plan Membership and Benefit Data
Tests have been applied for internal consistency, as well as for consistency with the data
used for the previous valuation. These tests were applied to membership reconciliation,
basic information (date of birth, date of hire, date of membership, gender, etc.), credited
service, and pensions to retirees and other members entitled to a deferred pension.
Lump sum payments and pensions to retirees were compared with corresponding
amounts reported in financial statements. The results of these tests were satisfactory.
Plan membership data is summarized below for the current and prior year valuations.
VALUATION DATE 12131/2013 12/31/2012
Active Members
Number
542 583
Average years of pensionable service 18.5 17.7
Average age
48.2 47.4
Normal Cost
With Interest to Mid-Year $ 2,537,000 $ 2,679,000
With Interest to End of Year $ 2,615,000 $ 2,761,000
Transferred Members
Number 104 121
Average age
47.6 47.7
Former Employees with Deferred Vested Benefits
Number
241 254
Per capita annual pensions $ 3,315 $ 3,193
Average age
58.8 58.7
Retired Members and Beneficiaries
Number of retirees and beneficiaries
8,451 8,610
Number receiving bridge pensions
2,370 2,543
Annual pensions $ 138,216,000 $ 140,157,000
Annual bridge pensions $ 24,416,000 $ 26,240,000
Per capita annual pensions
$ 16,355 $ 16,278
Per capita annual bridge pensions $ 10,302 $ 10,319
Average age
72.2 71.8
21
321
Reconciliation of Membership, 2013 and 2012
The membership data was provided by U. S. Steel Canada Inc. and was reviewed for
reasonableness and consistency and found to be sufficient and reliable for the purposes
of the valuation. Below is a reconciliation of plan membership for 2013 and 2012.
Reconciliation of Membership 2013
Active
Members
Transferred
Members
Deferred
Pensioners
Pensioners
and
Survivors TOTAL
Total at 12-31-2012 583 121 254 8,610 9,568
New Entrants
Terminations
Deferred pensions (13)
(1)
14
CV Transfers/refunds (6)
(9)
(15)
Non-vested terminations -
Deaths
with surviving spouse (2) (113) (115)
no surviving spouse (2) (243) (245)
new survivor pension 115 115
Retirements (20) (15) (17) 52
Adjustments/Data Corrections
Previously unreported pensioners 1 2 3
Prior Year Duplicate (6) (6)
Ex-spouse split benefits 34 34
Transfer not in Plan (1)
(1)
Transfers
Total at 12-31-2013 542 104 241 8,451 9,338
Change in counts (41) (17) (13) (159) (230)
Active
Members
Transferred
Members
Deferred
Pensioners
Pensioners
and
Survivors TOTAL
Total at 12-31-2011 661 116 303 8,736 9,816
New Entrants
Terminations
Deferred pensions (10) (1) 11 -
-CV Transfers/refunds
(5) (3)
(29) (37)
Non-vested terminations (2)
(2)
Deaths
with surviving spouse
(1) (116) (117)
--no surviving spouse
(2) (206) (208)
new survivor pension
117 117
Retirements (40) (12) (28) 80
Previously unreported pensioners
CV payment to surviving spouse
(1)
(1)
Transfers
Transfers out to Opp Plan (1) 1
Transfers out to LEr Pickle Line (6) 6
Transfers out to LEr RRSP (12) 12
Transfers out to LEr BU (2) 2
Total at 12-31-2012 583 121 254 8,610 9,568
Change in counts (78) 5 (49) (126) (248)
22
322
Appendix III
In $000s
2014 Contribution Requirements
Assuming Use of the General Regulation to the Ontario Pension Benefits Act
Hamilton
Bargaining
Plan
Lake Erie
Bargaining
Plan
Hamilton
Salaried Plan
Lake Erie
Salaried Plan Total
Total Members 9,338 1,311 3,276 441 14,366
Funded Status of Plans:
December 31, 2013:
Market Value of Assets $ 1,500,796 $ 228,008 893,585 $ 155,684 $ 2,778,073
Unfunded Liability (109,281) (20,324) 79,609 8,661 (41,335)
Present Value of previously
established GC payments 109,281 20,324 (79,609) (8,661) 41,335
New (unfunded liability) $ $ - $ - $
Solvency Basis as of December
31, 2013:
Market Value of Assets $ 1,500,796 228,008 $ 893,585 $ 155,684 $ 2,778,073
Solvency Assets 1,499,862 227,877 893,257 155,640 2,776,636
Solvency Liabilities (Original) 2,072,110 345,173 1,009,809 187,295 3,614,387
Subtotal - Solvency Deficit (572,248) (117,296) (116,552) (31,655) (837,751)
Present value of special payments over next 5 years
-going-concern 93,934 10,937 104,871
-solvency 478,314 106,359 116,552 31,655 732,880
New solvency (deficiency)
2014 contribution requirements under General Regulation
Normal Cost to midyear 2,543 $ 1,853 $ 3,977 $ 1,379 $ 9,752
Going-concern social payments:
Effective December 31, 2008 28,223
28,223
Effective December 31, 2009 957 957
Effective December 31, 2011 3,976 1,233 5,209
Effective December 31, 2012 205
205
Solvency speciaL payments:
1,382
Effective December 31, 2011 79,288 16,389 36,905 7,528 140,110
Total Minimum on Original Ben. 209,131 42,696 58,141 12,860 322,828
Total Minimum Required $ 209,891 $ 42,929 $ 58,141 $ 12,860 $ 323,821
Notes
1) Estimated contribution requirements determined as if the plans were new plans as of December 31, 2005. The Initial Contribution to the plans as of
March 31, 2006 (as calculated under the Special Pension Agreement) was reflected in the December 31, 2005 financial position for determining
special payments.
2) Unfunded going-concern liability special payments are scheduled to be fully amortized within 15 years.
3)
The solvency special payment effective December 31, 2009 for the Lake Erie Bargaining Plan is scheduled to be fully amortized by February 28, 2014
due to actuarial gains in previous valuations.
For Informational purposes only. Actual contribution requirements for the plans are determined under the Special Pension Agreement.
23
323
Appendix IV
Schedule of Active Membership Data
SCHEDUL E OF ACTIVE MEMBERSHIP DATA AS OF 12/31/2013
DISTRIBUTED BY AGE AND SERVICE
Age
Service
0-4 5-9 10-14 15-19 20-24 25-29 30+ Total
< 20
20-24 2 0 0 0 0 0 0 2
25-29 11 7 0 0 0 0 0 18
30-34 13 32 3 0 0 0 0 48
35-39 8 26 25 0 0 0 0 59
40-44 6 17 26 2 0 0 0 51
45-49 24 18 22 1 5 0 1 71
50-54 8 17 11 0 4 32 65 137
55-59 3 7 8 0 1 28 87 134
60-64 0 3 5 0 0 2 12 22
65+ 0 0 0 0 0 0 0 0
Total 75 127 100 3 10 62 165 542
24
324
Appendix V
Actuarial Assumptions and Methods
Actuarial Assumptions and Methods Going Concern Basis
The assumptions and methods used in the going concern valuation are described below.
If actual plan experience differs from the assumptions below, gains and losses will arise.
Any changes to assumptions from the previous valuation are noted.
Decrement and other Actuarial Assumptions
Ongoing Discount Rate:
6.25% as of December 31, 2013 (6.25% as of December 31, 2012)
For the plan's asset trust, U. S. Steel Canada's investment strategy provides for a
diversified mix of large and mid-cap equities, high quality corporate and government
bonds and selected smaller investments with a target allocation for plan assets of 65
percent equities and 35 percent fixed income.
Actual Allocation at:
12/31/2013 12/31/2012
Asset Class % of total % of total
Foreign Equities 48% 46%
Canadian Equities 18% 19%
Bonds 33% 34%
All Other 1% 1%
Total 100% 100%
UCF oversees the investment management of most non-Canadian equity holdings and
plans to absorb other investment responsibilities in future years. Currently, the Plan
agreement reflecting the terms of the latest CBA with the USW does not allow for
investment management or administrative expenses to be paid from the Plan's Trust.
Therefore, no rate adjustments were made for adverse deviations or for investment
management or administrative expenses.
In determining the discount rate, we have considered our own best estimate range of
likely returns for each asset allocation sector, together with the market outlook from the
investment manager. Our best-estimate rate of return of 6.25% is within that range.
Mortality: UP 1994 Table with 1 year setback for males, projected
on a generational basis from 2007 using Scale AA.
This table was selected based on a study conducted in
2007 which considered actual plan experience during
years 2004 2006 and to allow for future mortality
improvements. The Canadian Institute of Actuaries
("CIA") has produced a report that concluded that the
UP94 mortality table may not be a good representation
of the Canadian Pensioners Mortality and that Scale
AA may not be appropriate to project mortality
improvements. The study described above will be
25
325
updated to see if the mortality table used is still
appropriate.
Retirement Age:
The following rates of retirement were assumed per

100 employees for those eligible:
Act.
Age 60 Age 60 30 Years of With More Normal
With At With 15 or Service than 30
Least 10 & More Years of
Less Than Years of Service
15 Years of Service
Service
47 16.0 8.5
48 16.0 8.5
49 16.0 8.5
50 16.0 8.5
51 16.0 8.5
52 16.0 8.5
53 16.0 8.5
54 16.0 8.5
55 17.7 10.6
56 20.5 11.0
57 22.5 12.2
58 24.5 14.2
59 30.0 16.9
60 2.0 4.6 30.0 20.0
61 2.0 9.4 30.0 23.5
62 4.0 37.5 60.8 55.2
63 4.0 23.1 51.6 34.7
64 4.0 17.6 44.4 32.2
65 51.2
66 33.3
67 33.3
68
33.3
69
33.3
70 100.0
In addition, if under 30 Years of Service but over Age
55 with Age + Service at least 85, the retirement
assumption is 2.0 per 100 employees.
These rates were chosen off of retirement rates USS
uses for its own Steelworker population in the U. S.
Given the 30 year benefit structure, makeup and
proximity of the plant populations to USS's own
steelworkers, U. S. Steel believes these rates are more
appropriate to use until a formal study can be
accumulated from a normal retirement period.
26
326
Withdrawal Rates:
The following rates of pre-retirement withdrawal were

assumed per 100 employees (rates do not apply to
those eligible for retirement):
Aqe
Less Than 15 Years 15 or More Years
of Service
of Service
5.0 25
30 4.0
1.3
35 3.5 1.3
40 3.5
1.2
45 3.5
0.9
50 3.5
0.6
55 3.5
0.4
60 3.5
0.0
These rates were chosen from withdrawal rates USS
Disability Rates:
The following rates of disability were assumed per 100

employees:
Me Disabilities
20 .03
25 .03
30 .04
35 .06
40 .10
45 .16
50 .30
55 .55
60 1.00
Disabled Mortality:
Marital Assumptions:
Future Iron-making Service:
GATT Pre-95 Disability Mortality set forward 1 year.
80 percent of employees eligible for death benefits are
assumed to be married. Wives are assumed to be
three years younger than their husbands
The normal cost has been increased by 3% to reflect
iron-making service accruals in the year following the
valuation
Economic Assumptions
Investment Return:
6.25% as of December 31, 2013

(6.25% as of December 31, 2012)
27
327
Commuted Value
(Lump Sum) Interest Rate: 3.9% per year for the first 10 years following December
31, 2013, 5.2% per year thereafter (used for pre-
retirement death benefits). These rates were derived
using the methodology described in the actuarial
standards of practice of the Canadian Institute of
Actuaries using the 5 year average (from 1/1/2007 to
1/1/2012) of the i7 and iL rates. The 5-year average is
an estimate of the long-term rates.
Administrative Expenses: No allowance is made for administrative expenses,
since none are charged to the trust
Methods
Actuarial Cost: Unit Credit
Actuarial Value of Assets: Market value of assets
Actuarial Assumptions and Methods Solvency Basis
The assumptions and methods used in the Solvency valuation are described below and
are for the most part prescribed by regulation. Any changes to assumptions from the
previous valuation are noted.
Assumptions and Method
Commuted Value
(Lump Sum) Interest Rate:
Annuity Purchase Rate:
3.0% per year for the first 10 years following December
31, 2013, 4.6% per year thereafter (2.4% per year for
the first 10 years following December 31, 2012, 3.6%
thereafter for the prior valuation).
3.80% per year (3.00% per year for the prior valuation).
As per the April 26, 2014 Educational Note:
Assumptions for Hypothetical Wind-up and Solvency
Valuations with effective dates between December 31,
2013 and December 30, 2014, the duration used for
the purpose of determining the annuity purchase rate is
9.93.
Blended Discount Rate:
3.79% per year used to determine special payments on
a solvency basis (2.99% per year for the prior
valuation)
Mortality:
UP 1994 Table fully generational using Scale M for
annuities and for commuted values
Withdrawal Rates:
None, each member is assumed to terminate on the
valuation date
Disability Rates:
valuation date
28
328
Marital Assumptions: Same as for going concern valuation
Termination Expenses: $934,000 ($100 per participant)
Actuarial Cost:
Present Value of Accrued Benefits (Unit Credit
Method).
Benefits Included:
Benefits Excluded:
Wind-up Valuation:
Benefits valued on a wind-up basis as of the valuation
date. Members whose age plus service total 55 on the
valuation date are assumed to retire at a retirement
age which produced the greatest present value.
Members ineligible to retire (under age 55 with less
than 30 years of service) are entitled to deferred
pension payable from age 65 or such earlier age for
which plan eligibility requirements have been satisfied
as of December 31, 2013.
Members whose age plus service total 55 or more may,
with employer consent, grow into a special early
retirement basic retirement benefit and bridge
supplement at age 55 with 10 years of service. We
have excluded these benefits for members who have
not yet met these requirements at the valuation date
The assumptions and methods used to determine the
wind-up liability are those described above for the
solvency valuation. The benefits excluded from
solvency were included in the wind-up liabilities which
consist of unfunded consent benefits. Unfunded
consent benefit liabilities are the value for employees
growing into special early retirement benefits that may
be granted at the option of U. S. Steel Canada to an
employee who has attained age 55 and has at least 10
years of service.
Solvency Incremental Cost:
The calculation adheres to the CIA guidance.
Experience benefit payments to time t are developed
using the withdrawal and retirement tables used for the
going-concern calculations. The mortality table is the
static mortality table UP 1994 Table with a 1 year
setback for males that was developed in 2007 based
on our actual mortality experience for the years 2004-
2006.
29
329
Appendix VI
Summary of Plan Provisions
Introduction
This valuation is based on the plan provisions in effect as of December 31, 2013, which
are summarized below.
Eligibility
The Plan was closed to new entrants effective October 15, 2011. Prior to that date, each
full-time bargaining unit employee who was a member of the USW union was
automatically a member of the Plan upon hire. No service is credited for period of lay-off
for lack of work.
Normal Retirement
Normal retirement takes place on the last day of the month in which the member attains
age 65.
Early Retirement
Early retirement is permitted upon attaining age 60 with 10 years of service, after
completion of 30 years of service, or upon attaining age 55 with years of age plus
service totaling 85 or more. The member's pension is calculated in the same way as for
normal retirement and reduced by 0.5% per month for each month, if any, by which the
member's early retirement date precedes, age 62. In any event, no reduction will apply
if the member has 30 years of service.
Special Early Retirement
A member who has attained age 55 with 10 years of service may be retired from the
service of the Company at the option of the Company or at the request of the employee
with the consent of the Company. The pension amount is calculated in the same way as
for normal retirement subject to a reduction of 0.25% per month for each month, if any,
by which the member's early retirement date precedes the earliest of:
Attaining age 60;

Attaining a total of age plus service of 80; or
Completion of 30 years of service
Disability Retirement
A member who has completed 10 years of service, and who becomes permanently and
totally disabled before attainment of age 65, may retire and receive a disability pension
calculated in the same manner as a normal retirement pension, subject to a minimum
amount of $750 per month.
Pension Benefit
The monthly pension payable on normal retirement is the sum of the following:
30
330

A Basic pension of $58.00 per month for each year of credited service, not
exceeding 40 years; and

A Supplemental pension of $30.00 per month for each year of credited service
not exceeding 30 years, reduced by the amount of the member's Old Age
Security Pension and Canada/Quebec Pension Plan benefits as determined at
retirement.
Additional service credit of 20% is provided for each year, if any, in which a member was
employed in the iron-making division.
Contributions
No employee contributions are required or permitted to be made to the Plan.
Death Benefits
Before Retirement
On the death of a member, prior to normal retirement date, his spouse or beneficiary is
entitled to receive the commuted value of that portion of the member's vested accrued
pension for service on or after January 1, 1987. However, on the death of a member
who dies after completion of 10 years of service there will be payable to his spouse or
beneficiary a pension equal to 70% of the member's accrued pension, without reduction
for early retirement.
After Retirement
For a member without a spouse at the pension commencement date, pension payments
will be made for the lifetime of the member, ceasing with the payment made in the month
of the member's death.
A member with an eligible spouse at the pension commencement date will receive a
pension which will be equal to 95% of his normal pension. A reduced pension will
continue to his spouse after his death, the reduced pension being 74.5% of the pension
the member was receiving. This benefit may be waived by the member and spouse.
Termination Benefits
On termination of service, the normal pension based on accrued credited service will be
fully vested and payable as a deferred life annuity from age 65. A terminating member
may elect to have his deferred life annuity commence after attainment of age 55 and
prior to age 65, in which event it will be reduced by 0.5% for each month between
commencement of pension and age 65.
31
331
A member who terminates prior to being eligible for retirement, elects to defer his
pension, and who has an eligible spouse at the pension commencement date will not be
eligible for the 95% spousal pension option, but will instead be entitled to a 60% joint
and survivor pension of actuarial equivalent value to a lifetime pension to the member.
Cost of Living Adjustments
The current CBA provides for no further COLA adjustments to retiree pensions in the
future.
Income Tax Act Limitations
Benefits payable under the plan are subject to limitations resulting from regulations
32
332
Appendix VII
Employer Certification
Retirement Plan for USW Local 1005 Members
I hereby certify that to the best of my knowledge and belief:
1. The Plan Provisions summarized in Appendix VI are complete, accurate and up-
to-date for the purpose of representing member benefit entitlements that
significantly affect the financial condition of the Plan;
2. The membership data summarized in Appendix II is complete and accurate for all
persons who are entitled or will become entitled to benefits under the Plan in
respect of service up to the date of the valuation;
3. The asset information used in this valuation, as summarized in Appendix I, is
complete and accurate; and
4. There have been no subsequent events that would materially change the plan's
financial position since the valuation date.
United States Steel Corporation
A-0
Colleen M. Darragh
General Manager
Benefits Analysis & Accounting
Comptroller
United States Steel & Carnegie Pension Fund
Date
077,JD1L1
33
333
RETIREMENT PLAN FOR SALARIED EMPLOYEES AT
HAMILTON WORKS
July 2014
A Xerox Company
b
ckconsultants
334
Table of Contents
1. Summary of Valuation Results
3
2.
Comments on Summary of Valuation Results as at December 31, 2013
4
3. Financial Position of the Plan
7
4. PBGF Assessment
12
5. Funding Requirements
13
6.
15
Appendix III:
2014 Contribution of Requirements (Original Benefits) Under General
Appendix IV:
Age Service Distribution of Active Members
Appendix V:
For Salaried Employees at Hamilton Works
2
335
Retirement Plan for Salaried Employees at Hamilton Works
VALUATION DATE
12/31/2013 12./31/2012
Number of Members:
Active members
192
197
Retired members and beneficiaries
3,021 3,084
Former employees with deferred Nested benefits
58 64
Transferred members
5 5
Total Members
3,276 3,350
Annual pensions
$ 69,172 $
70,442
Annual bridge pensions
$ 6,050 $ 6,987
Deferred annual pensions
$ 209 $ 198
FUNDING
Market Value of Assets
$ 893,585 $ 825,159
Going Concern Actuarial Liability
813,976
835,115
$ 79,609 $ (9,956)
Going Concern Funding Excess / (Deficiency)
% Funded - Ongoing Basis
109.8%
98.8%
Solvency Assets
$ 893,257 $ 824,824
Solvency Liability
1,009,809
1,133,711
$ (116,552) $
(308,887)
Solvency Excess / (Deficiency)
% Funded - Solvency Basis
88.5%
72.8%
FUNDING REQUIREMENTS
2014 2013
Prescribed contributions
$ 9,737 $
14,189
Special payments for benefit improvements
-
$ 9,737 $
14,189
Total annual minimum contribution
PBGF Assessment (capped at $300 per Ontario member)
$ 661 $ 954
3
336
December 31, 2013
U. S. Steel Canada Inc. Retirement Plan for Salaried Employees at Hamilton Works (the
"Plan") as of December 31, 2013. All dollar amounts referenced in this report are in
Canadian dollars.



for statutory and tax purposes.
with the requirements of the regulations to the
Ontario Pension Benefits Act.
Effective October 31, 2007, United States Steel ("U. S. Steel") acquired Stelco Inc. As a
result of the acquisition, effective October 31, 2007,


The Plan was renamed as shown
in
this report from the Stelco Inc. and
Participating Employers Retirement Plan for Salaried Employees at Hamilton;
and

Hamilton Steel GP Inc. was dissolved and ceased to be a participating
by U. S. Steel, there remains in effect a special Pension Agreement amongst the parties
pension plans:
4
337

at Hamilton Works (the "Hamilton Hourly Plan" ) Registration #0354878



1. The election under Section 5.1 of the regulations to the
Ontario Pension Benefits
Act
which exempts the plans from funding on a solvency basis, no longer applies
to the plans.
2. Contributions otherwise required under the general regulations to the
Ontario
Pension Benefits Act
are replaced by the following provisions for future years:
a.
Level contributions, payable monthly, are allocated between the four
plans:
2008 2010
$65.0 million per annum

2011 2015

b.
Additional contributions are required in respect of improvements
contributions are determined under the general regulations to the
Ontario
The minimum contribution for the Plan for 2013 is $9,737,000. The maximum
contribution that the Company may make to the Plan in 2014 is $120,529,000 which is
the wind-up deficiency plus the normal cost. Contributions in excess of the minimum
required are subject to required allocation between the four plans under the Special
Pension Agreement.
This report reflects the requirements of the Special Pension Agreement.
This valuation reflects the provisions of the Plan in effect at December 31, 2013. A
summary of the plan provisions is provided in Appendix VI. The Plan was closed to new
hires effective August 1, 1997. There are a few participants added to the Plan after this
date due to transfers in from the Lake Erie Salaried Plan, Hamilton Hourly Plan or Lake
Erie Hourly Plan.
5
338
As of December 31, 2013 there have been no benefit improvements in the Plan.
valuations.
the Plan as of December 31, 2013, audited by KPMG LLP.
Pension Fund ("UCF"), in accordance with the investment policy. (With U. S. Steel
employer and administrator.) UCF took over the investment responsibilities for most of
the Plan's non-Canadian equity holdings.
internally at a much lower cost than if performed by an outside vendor.
During the fourth quarter of 2013, a decision was made to reduce the non-represented
staff at U. S. Steel Canada. As a result, a curtailment is included in the going-concern
liability whereby all affected employees will retire or terminate within the next two years.
We are unaware of any subsequent events from December 31, 2013, to the date of this
report that would influence the valuation results shown here. The information contained
in this report was prepared for the Company for its internal use and for filing with the
Financial Services Commission of Ontario and with the Canada Revenue Agency and is
not intended to be used for other purposes.
6
339
Financial Position Going Concern Valuation
the actuarial value of assets to the actuarial accrued liability. The Special Pension
Agreement requires the Plan to use the actual market value of net assets as the
actuarial value of assets for the Plan.
In $000s
Assumptions for Funded Status
Going Concern Position
December 31, 2013
December 31, 2012
Position:
Going-Concern Rate
6.25%
6.25%
Normal Cost (with expenses) to EOY
4,099
3,961
Expected Benefit Payments
75,206
77,174
Actuarial Value of Assets
893,585
825,159
(Actual Market Value)
Active Members
$ 77,552 $
69,838
Transferred Members
975
955
Pensioners and Survivors
733,841
762,837
Deferred Vesteds
1,608
1,485
Total Actuarial Accrued Liabilities
$ 813,976 $ 835,115
Funding Excess / (Deficiency) $
79,609 $
(9,956)
% Funded Ongoing Basis
109.8%
98.8%
7
340
In $000s
Solvency Position
December 31, 2013
December 31, 2012
3.80%
3.00%
Position:
Commuted Rates:
3.00 % first 10 yrs. /
2.40 % first 10 yrs. /
4.60 % thereafter
3.60 % thereafter
$ 893,585
$ 825,159
Termination Expenses
(328)
(335)
Solvency Assets 1 $
893,257 $ 824,824
Active Members
$
111,538 $
120,734
Transferred Members
1,637
1,829
894,461
1,008,830
Deferred Vesteds
2,173
2,318
Total Solvency Liabilities
$ 1,009,809 $
1,133,711
Funding Excess / (Deficiency)
$ (116,552)
$ (308,887)
% Funded Solvency Basis
88.5%
72.8%
Incremental Solvency Cost/(Credit)
$ 679 $
1,453
8
341
The wind-up liabilities are equal to the solvency liabilities since the Plan does not have
any consent benefits.
Wind-Up Position
In $000s
Total Sollency Liabilities $ 1,009,809 $ 1,133,711
Liabilities
Total Wind-up Liabilities 1,009,809 1,133,711
SoKency Assets 893,257 824,824
Wind-up Excess / (Deficiency) $ (116,552) $ (308,887)
Transfer Ratio (Market Value of Assets /
Wind-up Liabilities) 88.5% 72.8%
wind-up liabilities. As of December 31, 2013, the Plan has a transfer ratio of 0.885.
Because the transfer ratio of the Plan is less than 1.0, the Plan can pay out only 88.5%
cover the shortfall. This shortfall is referred to as the "transfer deficiency'. However,
commuted values may be paid in full without requirement to cover the transfer deficiency
if the sum of all transfer deficiencies made since the date of the last actuarial review is
less than 5% of the market value of assets as of December 31, 2013 (or $44,679,000).
This is equivalent to the sum of all commuted values being less than $388,515,000).
9
342
In $000s
L iabilities
Actuarial Accrued Liabilities $ 813,976 $ 835,115
Normal Cost (with expenses) to EOY 4,099 3,961
Solvency Liabilities 920,385 1,025,679
Normal Cost (with expenses) to EOY 326 341
Normal Cost (with expenses) to EOY (268) (277)
10
343
The going concern funding excess is $79,609,000 at December 31, 2013. The previous
valuation's deficit decreased by $89,565,000 and changed to an excess primarily due to
higher than expected investment returns (actual return of $132,093,000 compared with
an expected return of $49,613,000) and favorable changes associated with the natural
maturation of the Plan. The retirement, termination and mortality decrement experience
gains were not significant.
In $000s
Reconciliation of Funded Status on a Going Concern Basis
Funding Excess / (Deficiency) Beginning of Year $ (9,956) (31,385)
Interest on surplus (unfunded liability) (622) (2,040)
Special Payments 10,346 10,768
Change in actuarial assumptions - (17,339)
Investment Expenence 82,480 29,071
Retirement Experience 1,161 399
Mortality Experience 313 1,323
Withdrawal Experience 33 (57)
Salary Experience (659) (571)
Curtailment (3,894)
All other Sources 407 (125)
Funding Excess / (Deficiency) End of Year $ 79,609 $ (9,956)
Discount Rate 6.25% 6.25%
Funded Status Ratio at End of Year 109.8% 98.8%
11
344
$ 114,102,000 PBGF Assessment Base
As % PBGF Liabilities at December 31,
99,151,300
14,950,700
2013
- On 10% of Total
- On 10% of Total
- On 20% of Total
99,151,300 $
99,151,300
198,302,600
0.50% $ 495,757
1.00% 149,507
1.50%
PBGF Assessment for 2014 (In Dollars)
PBGF Liabilities at December 31, 2013
$ 991,513,000
(Solvency Liabilities in respect of Ontario members)
Market Value of Assets at December 31, 2013 877,411,000
(Ontario Portion of the fund) I
Plus $5 per Ontario Plan Beneficiary 15,670
Preliminary PBGF Calculation 660,934
PBGF Cap on Assessment at $300 per Member 940,200
assessment must be at least $250 660,934
Retail Sales Tax at 8% 52,875
Total Annual PBGF Assessment Fee 713,808
I The assets reported for the PBGF assessment do not include the termination expenses.
12
345
Employer Contributions - Original Benefits & Total Plan
Hamilton
In $000s Bargaining Plan
Lake Erie
Bargaining Plan
Hamilton
Salaried Plan
Lake Erie
Salaried Plan Total
Total Members 9,338 1,311 3,276 441 14,366
Allocationof 2014 Prescribed Contributions - Original Benefits
Going-ConcernBasisasof
December 31, 2013:
Actuarial liabilities (Original) 1,610,077 248.332 813,976 147,023 2,819,408
Unfunded Liability $ (109,281) $ (20,324) $ 79,609 $ 8,661 $ (41.335)
Solvency Basisasof
December 31, 2013:
Termination Expenses' (934) (131) (328) (44) (1,437)
Solvency Assets 1,499,862 227,877 893,257 155,640 2.776,636
Solvency Liabilities (Original) 2.072.110 345.173 1.009.809 187.295 3.614,387
Initial allocation percentage" 68.31% 14.00% 13.91% 3.78% 100.00%
contribution 47,817 9,800 9,737 $ 2,646 $ 70,000
2014 normal cost to midyear*** $ 2,543 1,853 3,977 $ 1,379 $ 9,752
Affected plan No No No No
Total Plans' Funded Status, including Original 8 Benefit Improvement Liabilities
Going-ConcernBasisasof
December 31, 2013:
Actuarial liabilities 1.673,054 254,691 813,976 147.023 2,888,744
Unfunded Uability $ (92,758) $ (17,214) $ 79,609 $ 8,661 $ (21,702)
Solvency Basisasof
December 31, 2013:
Market Value of Assets $ 1,580,296 $ 237,477 $ 893,585 $ 155,684 $ 2.867.042
Termination Expenses' (934) (131) (328) (44)
(1,437)
Solvency Assets 1.579,362 237,346 893,257 155,640 2,865,605
Solvency Liabilities 2,152,362 354.861 1,009,809 187,295 3.704,327
Total 2014 MinimumContribution- Prescribed and Benefit Improvements
Annual Prescribed Contribution $ 47,817 $ 9,800 9,737 $ 2,646 $ 70,000
Total Minimum Required in 2014
$ 48,577 10,033 9,737 $ 2.646 $ 70,993
" Allocated in proportion to Solvency Deficiency for each plan
" Normal cost includes normal costs and estimated administrative expenses for the salaried plans.
**** Plan for which 2014 adjusted normal cost exceeds initial allocation of prescribed contribution
13
346
Minimum Required Employer Contributions
Funding
Requirements
Year 2014
Funding
Requirements
Year 2013
In $000s
Normal Cost 3,977 3,843
Other Allocated 5,760 10,346
Total 9,737 14,189
Benefits Act. In particular, the Special Pension Agreement requires a total contribution
of $70 million payable in 12 level monthly installments for the period January 1, 2014 to
normal cost. The adjusted normal cost is defined as "T' "U" where "T" equals the
December 31, 2015.
improvements made to the plan. There were no benefit improvements made to the Plan
since December 31, 2005.
the Plan on the basis of a going concern valuation.
wind-up unfunded liability revealed as of December 31, 2013 plus the expected normal
14
347
for Salaried Employees at Hamilton Works
appropriate.
(Ontario) and Regulation and in conformity with requirements of Income Tax Act
balance.
identified above.
4. The Plan has a funded excess on a going-concern basis of $79,609,000 as of
December 31, 2013.
5. The Plan has an incremental solvency cost of $679,000 between the period
starting December 31, 2013 and the next valuation at December 31, 2014.
6. The Plan has a solvency deficiency and wind-up deficiency of $116,552,000 as
of December 31, 2013.
(Ontario) is 88.5%.
(PBGF) is $114,102,000 and the assessment is $660,934 before sales tax. The
PBGF liabilities are $991,513,000.
15
348
If the plan had been wound up on the valuation date, the market value of assets
10.
There is no excess surplus pursuant to Section 147.2(2) of the Income Tax Act
(ITA).
11.
The ITA permits the employer to make contributions up to the sum of the normal
respect of periods since the valuation date. The maximum contribution level is
allowed provided that the time the contribution is made, all assumptions made in
this valuation remain reasonable and the wind-up unfunded liability still exists.
12.
In accordance with the Regulation to the Pension Benefits Act (Ontario), the next
December 31, 2014.
13.
We are unaware of any subsequent events since the completion of this valuation
The under signed is available to answer any questions with respect to this valuation
report.
Normand Frenette
Fellow, Society of Actuaries
Date
16
349
Appendix I
Plan Assets
December 31, 2013, audited by KPMG LLP.
valuation report.
the audited financial statements with expected payments, contributions and
In $000s
Beginning of Year (Same as Market
Reconciliation of Plan Assets
Value of Assets) 825,159 809,614
Company Contributions 14,189 14,590
Year-end transfers 34 1,244
expenses 132,093 79,645
Benefit Payments (76,438) (78,444)
Administrative Expenses (1,452) (1,490)
Change in Actuarial Value of Assets 68,426 15,545
End of Year 893,585 825,159
Average Annualized Rate of Return 16.7% 10.2%
17
350
Appendix II
basic information (date of birth, date of hire, date of membership, gender, pensionable
earnings, etc.), credited service, and pensions to retirees and other members entitled to
a deferred pension. Lump sum payments and pensions to retirees were compared with
corresponding amounts reported in financial statements. The results of these tests were
satisfactory. During the fourth quarter of 2013, a decision was made to reduce the non-
represented staff at U. S. Steel Canada. As a result, all affected employees (labeled
layoff in the table) will retire or terminate within the next two years.
Plan membership data is summarized in the tables below for the current and prior year
valuations
VALUATION DATE
12131/ 2013 12/31/2012
Active Members
Number
192 197
Layoff
85 -
Other
107
-
Total pensionable earnings
$ 17,261,000 $ 16,949,000
Layoff
7,371,000 -
Other
9,890,000 -
Per capita total pensionable earnings
$ 89,901 86,036
Layoff
86,718 -
Other
92,430 -
Average years of pensionable service
27.0 25.9
Layoff
28.9 -
Other
25.6 -
Average age
55.9 55.0
Layoff
57.3 -
Other
54.8 -
Normal Cost (both groups)
With Interest to Mid-Year $ 2,477,000 $ 2,343,000
With Interest to End of Year
$ 2,553,000 $ 2,415,000
With Interest to End of Year and Administrative Expenses $ 4,099,000 $ 3,961,000
18
351
Plan Membership and Benefit Data Continued
VALUATION DATE 12/31/2013 12/31/2012
Transferred Members
Number
5 5
Total pensionable earnings $ 385,000 $ 385,000
Per capita total pensionable earnings $ 76,937 $ 76,937
Aierage years of pensionable ser'ace 15.8 15.8
AErage age 56.1 55.0
Number
58 64
Average age 57.6 57.3
Number of retirees and beneficiaries 3,021 3,084
Number receiving bridge pensions 681 778
Annual pensions $ 69,172,000 $ 70,442,000
Annual bridge pensions 6,050,000 6,987,000
Per capita annual bridge pensions 8,884 $ 8,981
Ai.erage age 73.6 73.1
19
352
Active
Members
Transferred
Members
Doforrod
Pensioners
Pensioners
and
Survivors TOTAL
Total at 12-31-2012 197 5 64 3,084 3,350
Transfers in:
from Lake Erie Sal Plan
Terminations
Deferred pensions (1)
CV Transfers/refunds
Non-vested terminations
Deaths
with surviving spouse
(1)
(44) (45)
no surviving spouse
(83) (83)
new survivor pension
45 45
Retirements
(5) (6) 11
Ex-spouse split benefits
8 8
Transfers
to Lake Erie Sal Plan (1) (1)
Total at 12-31-2013 192 5 58 3,021 3,276
Change in counts
(5) (6) (63) (74)
Active
Members
Transferred
Members
Deferred
Pensioners
Pensioners
and
Survivors TOTAL
Total at 12-31-2011 204 6 67 3,167 3,444
Transfers in:
from Lake Erie Sal Plan
Terminations
Deferred pensions
(1)
Non-lasted terminations
Deaths
with sumiving spouse
(43) (43)
no surviving spouse
(97) (97)
new suniNor pension
43 43
Retirements (12)
(3) 15
(1)
(1)
Transfers
to Lake Ene Sal Plan
Total at 12-31-2012 197 5 64 3,084 3,350
Change in counts
(7) (1)
(3) (83)
(94)
20
353
Appendix III
Assuming Use of tho General Regulation to the Ontario Pension Benefits Act
In $000s
Hamilton Lake Erie
Bargaining Bargaining
Plan Plan
Hamilton
Salaried Plan
Lake Erie
Salaried Plan Total
Total Members 9,338 1,311 3,276 441 14,366
Going-Concern Basis as of
December 31, 2013:
Market Value of Assets $ 1,500,796 228,008 893.585 155,684 $ 2.778.073
Actuarial liabilities (Original) 1,610,077 248,332 813,976 147,023 2.819.408
Unfunded Liability (109,281) (20.324) 79,609 8,661 (41.335)
established GC payments 109,281 20.324
129,605
New (unfunded liability)
31, 2013:
Market Value of Assets $ 1,500,796 228,008 893,585 155,684 $ 2,778,073
Termination Expenses (934) (131) (328)
(44) (1.437)
Solvency Assets 1,499,862 227,877 893,257 155,640 2,776,636
Solvency Liabilities (Onginal) 2,072,110 345,173 1,009,809 187,295 3,614,387
-going-concern 93.934 10,937 104,871
-solvency 478.314 106,359 116.552 31.655 732,880
Normal Cost to midyear 2,543 $ 1,853 3.977 1,379 9,752
Going-concern special payments
28,223
Effective December 31, 2009 957
957
Effective December 31, 2011 3,976 1,233
5,209
Effective December 31, 2012
205
205
Solvency special payments:
1,382
57.835
Benefit Improvements 760 233
993
Total Minimum Required 209,891 42,929 58,141 12,860 323,821
Notes
1) Estimated contribution requirements determined as if the plans were new plans as of December 31, 2005. The Initial Contribution to the plans as of
March 31, 2008 (as calculated urider the Special Pension Agreement) was reflected In the December 31. 2005 financial position for determining
special payments.
2) Unfunded going-concern liability special payments are scheduled to be fully amortized within 15 years.
3) The solvency special payment effective December 31, 2009 (or the Lake Erie Bargaining Plan Is scheduled to be fully amortized by February 28, 2014
due to actuarial gains In previous valuations.
For Informational purposes only. Actual contribution requirements for the plans are determined under the Special Pension Agreement
21
354
18
$ 99,879
50
$ 80.914
102
$ 90,576
17
$ 97,273
5
$ 105,018
192
$ 89,901
Appendix IV
SCHEDULE OF ACTIVE PARTICIPANT DATA AS OF 12/31/2013
DISTRIBUTED BY AGE AND PENSIONABLE SERVICE
Age
Service
5-9 10-14 15-19 20-24 25-29 30+ Total
< 20
20-24
25-29
30-34
35-39
40-44
45-49 13 3 0
$ 103,110
50-54 5 3 33 4
$ 76,315 $ 98,282 $ 78,259
55-59 4 9 1 5 13 70
77,650 $ 66,497 $ 82,992 $ 95,833
60-64 0 1 1 1 14

$ 97,767
65+ 0 0 3

Total 10 13 4 24 50 91
$ 77,180 $ 80,368 $ 91,772 $ 97,457 $ 80,875 $ 95,546
Dollar amounts shown above represent average per capita pensionable earnings corresponding to the participant count
in the same grouping. In certain cases (), amounts are not shown due to confidentiality.
22
355
Appendix V
Ongoing Discount Rate: 6.25% as of December 31, 2013
(6.25% as of December 31, 2012)
Actual Allocation at: 12/31/2013 12/31/2012
Bonds 33% 34%
All Other 1% 1%
Total 100% 100%
UCF oversees the investment management of most non-Canadian equity holdings and
plans to absorb other investment responsibilities in future years. Expected investment
and administration expenses are added to the normal cost. Therefore, no rate
adjustments were made for adverse deviations or for investment management or
administrative expenses.
Mortality:
UP 1994 Table with 3 year setback for males,
projected on a generational basis from 2007 using
Scale AA. This table was selected based on a study
conducted in 2007 which considered actual plan
experience during years 2004 2006 and to allow for
23
356
Retirement Age:
future mortality improvements. The Canadian Institute
of Actuaries ("CIA'') has produced a report that
concluded that the UP94 mortality table may not be a
good representation of the Canadian Pensioners
Mortality and that Scale AA may not be appropriate to
project mortality improvements. The study described
above will be updated to see if the mortality table used
is still appropriate.
Aqe
Age 55 Aqe 60 30 Years With More Normal
With 2 or With 15 or of Service than 30
More More Years of
Years of Years of Service
Service Service
47 16.0 8.5
48 16.0 8.5
49 16.0 8.5
50 16.0 8.5
51 16.0 8.5
52 16.0 8.5
53 16.0 8.5
54 16.0 8.5
55 2.0 17.7 10.6
56 2.0 20.5 11.0
57 2.0 22.5 12.2
58 2.0 24.5 14.2
59 2.0 30.0 16.9
60 2.0 4.6 30.0 20.0
61 2.0 9.4 30.0 23.5
62 2.0 37.5 60.8 55.2
63 2.0 23.1 51.6 34.7
64 2.0 17.6 44.4 32.2
65
51.2
66
33.3
67
33.3
68
33.3
69
33.3
70 100.0
uses for its own Steelworker population in the U.S.
Given the 30 year benefit structure and the makeup of
the workforce, U. S. Steel believes these rates are
more appropriate to use until a formal study can be
accumulated from a normal retirement period. This
table is also used for the layoff group until 12/31/2015
whereby all layoff members are assumed to be
terminated.
24
357
Withdrawal Rates:
The rates of termination of employment up to age 45
have been assumed to conform to those of the light
rates for males, and medium rate of females, as
published in the second report of the Ontario
Committee on Portable Pensions to the Government of
Ontario. The rates past 44 have been adjusted until
the employee is eligible for retirement. The following
rates of withdrawal were assumed per 100 employees
for those eligible:
Aae
Female
25 10.0 20.0
30 5.6 11.2
35 3.2 6.3
40 2.2 3.4
45+ 1.8 2.0
Disability Rates:
Disabled Mortality:
None.
None.
Investment Return:
6.25% per annum (6.25% prior valuation)
Commuted Value (Lump Sum)
Interest Rate:
31, 2013, 5.2% per year thereafter (same rates for prior
valuation) -used for pre-retirement death benefits and
vested benefits. These rates were derived using the
methodology described in the actuarial standards of
practice of the Canadian Institute of Actuaries using the
5 year average (from 1/1/2007 to 1/1/2012) of the i7
and iL rates. The 5-year average is an estimate of the
long-term rates.
Expenses:
$1,500,000 was added to current service cost to
account for the administrative expenses and
investment expenses that would be paid out of the plan
this year. ($1,500,000 for the administrative expenses
and investment expenses in the prior year)
25
358
Increases in Earnings:
Salary Scale of 3% per year applied to pensionable

earnings for all active members, which is consistent
with actual average wage increases paid for the
salaried employees in recent years. The layoff
members have no salary scale.
Increases in YMPE: Rate of 3% per year applied to the 2014 YMPE of
$52,500.
Maximum Pension Benefits: For purposes of projecting the maximum pension and
in accordance with the provision of the Income Tax Act,
the Defined Benefit Limit that is currently $2,770 in
2014 will increase by 3% per year starting in 2015.
Methods
Actuarial Cost:
Projected Unit Credit

Actuarial Value of Assets:
Market value of assets

Interest Rate: 3.0% per year for the first 10 years following December
thereafter for the prior valuation)
Annuity Purchase Rate: 3.8% per year (3.0% per year for the prior valuation).
Valuations with effiective dates between December 31,
9.53.

valuation)
Mortality: UP1994 Table fully generational using Scale AA for
annuities and commuted values.
26
359
Withdrawal Rates:
Disability Rates:
None, each member is assumed to
valuation date
None, each member is assumed to
valuation date
Same as for going concern valuation
terminate on the
terminate on the
Termination Expenses:
$328,000 ($100 per participant)
Actuarial Cost:
Method).
Benefits Included:
Benefits Excluded:
Wind-up Valuation:
None.
solvency valuation.
Solvency Incremental Cost:
The calculation adheres to the CIA guidance.
2006.
27
360
Appendix VI
Introduction
This valuation is based on the plan provisions in effect as of December 31, 2013.
Eligibility
Effective August 1, 1997, no new employees are eligible to join the Plan. Previously,
each employee in the service of the Company who is not covered by any other pension
plan of the Company and who is not in a class or group of employees designated by the
Company as a class or group to whom the benefits of the Plan are not available was
eligible to join the Plan. Employees hired prior to January 1, 1987 became eligible on
attainment of age 25 and completion of three months of credited service, but not later
than January 1, 1989. Employees hired on January 1, 1987 or later became eligible
after completion of 2 years of continuous service.
Normal Retirement
Normal retirement date is age 65. .
Early Retirement
Early retirement is permitted upon attaining age 55 or after 30 years of service.
Salary Related Pension Benefit
The accrued pension may be deferred and payable at normal retirement age.
Alternatively a reduced pension together with a reduced bridge benefit of 0.85% of
highest five year average earnings up to the government pensionable earnings for each
year of available service at retirement date may be payable immediately. The early
retirement reduction is 0.25% for each month early prior to age 60. For members who
attained 30 years of service by January 1, 2008, there will be no reduction on retirement
after 30 years of credited service.
Minimum Pension Benefit
The minimum pension formula is available without reduction on retirement at or after age
62, or at or after age 55 with combined age and credited service totaling 85 or more or
after 30 years of credited service for members who attained 30 years of credited service
by January 1, 2008. Otherwise the early retirement reduction for the minimum pension
is either:
0.25% for each month prior to age 60 for members who retire with 30 years of
credited after January 1, 2008 (and excluding those who attain 30 years prior to
June 30, 2008, but not by January 1, 2008 and who elect to retire by September 12,
2007 when they achieve 30 years) or , in all other cases,
0.5% for each month early between ages 55 and 62.
28
361
For members who attain 30 years of service prior to June 30, 2008, but not by January
1, 2008, and who elect to retire by September 12, 2007 when they achieve 30 years, the
early retirement reduction does not apply.
Female members who were qualified employees on August 1, 1972 are entitled to retire
at age 60 and receive a minimum pension without reduction.
If the member has completed 30 years of credited service, a further bridge benefit equal
to $16.00 per month per year of credited service (not exceeding 30 years) in excess of
available service is payable.
Retirement for reasons of total and permanent disability is permitted after 10 years of
service and attainment of age 40. The pension shall be the amount accrued to date of
such retirement, subject to a minimum of $750 per month.
Retirement for disability reasons other than total and permanent disability is permitted
after 10 years of service and attainment of age 55. The pension shall be the amount
accrued to date of such retirement.
Pension Benefit
One twelfth of 1.00% of highest five year average earnings up to the government
pensionable earnings at retirement date plus one twelfth of 1.85% of highest five
year average earnings over the government pensionable earnings for each year of
available service; and
1% of the value, as at June 30, 1987, of the member's normal contributions made to
the Plan; and
If the member has completed 30 years of credited service, $32 per month per year of
credited service (not exceeding 40 years) in excess of available service.
For periods on and after September 1, 2006, earnings are defined as the member's base
salary. For periods prior to September 1, 2006, earnings are defined as the member's
total remuneration paid excluding non cash benefits and certain lump sums.
The earnings used in the calculation of the highest five year average need not be
consecutive.
29
362
Minimum Pension Benefits
The normal retirement pension shall not be less than a monthly amount equal to the sum
of:
1.75% of the member's required contributions;
retirement.
employed in the iron-making division.
Maximum Pension Benefits
The annual lifetime pension at the date of pension commencement, in the normal form of
payment, shall not exceed the defined benefit limit under the Income Tax Act multiplied
by the member's years of pensionable service, reduced by 0.25% for each month by
which the pension commencement date precedes the earliest of: attaining age 60,
attaining 30 years of credited service, or attaining age plus credited service of at least
80.
Contributions
There are no employee required contributions after June 30, 1987.
Death Benefits
Before Retirement
On the death of a member prior to normal retirement date, his spouse or beneficiary is
entitled to receive the return of the member's contributions with credited interest plus the
commuted value of that portion of the member's vested accrued pension for service on
or after January 1, 1987 minus his contributions made on or after January 1, 1987 with
credited interest. However, on the death of a member who dies after completion of 10
years of service there will be payable to his spouse or beneficiary a pension equal to
70% of the member's accrued pension, without reduction for early retirement.
After Retirement
The normal pension is guaranteed for 5 years in any event. However, a member with a
spouse will receive a pension equal to 95% of his normal pension with 70% of the
member's normal pension (which would have been payable if he had no spouse)
continuing to his spouse on his death, unless the member and his spouse waive this
benefit. Alternative elections may be made under which (i) a pension guaranteed for 10
years certain and life thereafter or (ii) a joint life and last survivor pension payable to the
member and continuing in the same amount after his death to his spouse, may be paid.
30
363
These alternative amounts of pension are calculated to be the actuarial equivalent of the
member's normal pension.
In Respect of Benefits Earned Prior to January 1, 1987
On termination of employment prior to completion of 10 years of service and attainment
of age 45, a member will receive a refund of his own contributions to the Plan made prior
to January 1, 1987, with credited interest.
On termination of employment after completion of 10 years of service and attainment of
age 45, a member may elect to leave all of his contributions made prior to January 1,
1987 in the Plan and receive a deferred life annuity payable at normal retirement date
equal to his pension accrued to date of termination, taking into account only his available
service prior to January 1, 1987. However, he may not withdraw any contributions made
after January 1, 1965, but will receive instead a deferred life annuity taking into account
service after that date and before January 1, 1987 and any amendments made on or
after January 1, 1965 and before January 1, 1987.
In Respect of Benefits Earned After January 1, 1987
On termination of employment, a member will receive a deferred life annuity payable at
normal retirement date equal to his pension accrued to date of his termination, taking
into account only his available service on or after January 1, 1987, and any amendments
made on or after January 1, 1987.
A terminating member may elect to have his deferred life annuity commence after
attainment of age 55 and prior to age 65, in which event it will be reduced by 0.5% for
each month between commencement of pension and age 65.
31
364
Appendix VII
Retirement Plan Salaried Employees at Hamilton Works
U. S. Steel Corporation
Colleen M. Darragh
General Manager
Comptroller
e.,2,;--6/4_/
Date
32
365
RETIREMENT PLAN FOR USW LOCAL 8782 MEMBERS AT
LAKE ERIE WORKS
July 2014
A Xerox Company
buckconsultan
366
Table of Contents
1. Summary of Valuation Results Total Plan
3
2.
Comments on Summary of Valuation Results as at December 31, 2013
4
3. Financial Position of the Plan
7
4. PBGF Assessment
13
5. Funding Requirements
14
6. Actuarial Cost Certificate and Opinion
17
Appendix II:
Appendix III:
2014 Contribution of Requirements (Original Benefits) Under General
Appendix IV:
Age Service Distribution of Active Members
Appendix V:
For USW Local 8782 Members at Lake Erie Works
2
367
Retirement Plan for USWLocal 8782 Members at Lake Erie Works
VALUATION DATE
12/31/ 2013 12/31/2012
Number of Members:
Active members
426
576
763 643
Former employees with deferred vested benefits
74
67
Transferred members
48 48
Total Members
1,311 1,334
Annual pensions
$
14,019 $ 11,665
$
5,178 $ 4,233
$ 237 $ 223
FUNDING
237,477 212,156
Going Concern Actuarial Liability
254,691 244,492
Going Concern Funding Excess (Deficiency)
(17,214) (32,336)
93.2% 86.8%
Solvency Assets
237,346 212,023
Solvency Liability
354,861 404,031
Solvency Excess / (Deficiency)
(117,515) (192,008)
66.9% 52.5%
2014 2013
9,800 8,757
Normal Cost & Special payments for benefit improvements
233 496
10,033 9,253
PBGF Assessment (capped at $300 per Ontario member)
393 400
368
December 31, 2013
U. S. Steel Canada Inc. Retirement Plan for USW Local 8782 Members at Lake Erie
Works (the "Plan") as of December 31, 2013. All dollar amounts referenced in this report
are in Canadian dollars.
Effective October 31, 2007, United States Steel Corporation ("U. S. Steel") acquired
Stelco Inc. As a result of the acquisition, effective October 31, 2007,
The Plan was renamed as shown in this report from the Bargaining Unit
Pension Plan for Lake Erie Steel Members of USW Local 8782; and
Lake Erie Steel GP Inc. was dissolved and ceased to be a participating
pension plans:
at Hamilton Works (the "Hamilton Hourly Plan" ) Registration #0354878
4
369



1. The election under Section 5.1 of the regulations to the
Ontario Pension Benefits
Act
which exempts the plans from funding on a solvency basis, no longer applies
to the plans.
2. Contributions otherwise required under the general regulations to the
Ontario
Pension Benefits Act
are replaced by the following provisions for future years:
a.
Level contributions, payable monthly, are allocated between the four
plans:
2008 2010

2011 2015

b.
Additional contributions are required in respect of improvements
(amendments) to plan benefits after December 31, 2005.
Such
contributions are determined under the general regulations to the
Ontario
The minimum contributions for the Plan for 2014 include $9,800,000 for Original Benefits
and $233,000 for Benefit Improvements in effect at December 31, 2013 for a total of
$10,033,000. The maximum contribution that the Company may make to the Plan in
2014 is $123,117,000 which is the wind-up deficiency plus the normal cost.
Contributions in excess of the minimum required are subject to required allocation
between the four plans under the Special Pension Agreement.
This report reflects the requirements of the Special Pension Agreement, including
presenting separately the financial position and contribution requirements for the Original
Benefits (i.e., provisions of the Plan as at December 31, 2005) and Benefit
Improvements (i.e., plan amendments made after December 31, 2005 which increase
the normal cost, the going-concern or solvency liabilities).
For USW Local 8782 Members at Lake Erie Works 5
370
This valuation reflects the provisions of the Plan in effect at December 31, 2013. Prior
Benefit Improvements were either (i) retiree COLA adjustments, (ii) service credit for the
8-month lockout period in 2009-2010 for all Plan members who returned to active
employment at the time of new CBA ratification (April 15, 2010), or (iii) service credit for
the 4-month lockout period in 2013 for all Plan members who returned to active
employment at the time of new CBA ratification (August 30, 2013). All Benefit
Improvements are fully reflected in this valuation. A summary of the plan provisions is
provided in Appendix VI. The Plan was closed to new hires effective April 15, 2010.
valuations.
For Plan assets, we have relied on the audited financial statements of the Plan as of
Pension Fund ("UCF") in accordance with the investment policy. (With U. S. Steel
employer and administrator.) On May 1, 2009, UCF took over the investment
responsibilities for most of the Plan's non-Canadian equity holdings.
internally at a lower cost than if performed by an outside vendor.
measurement to the date of the submittal of this report that would influence the results
herein. The information contained in this report was prepared for the Company's internal
use and for filing with the Financial Services Commission of Ontario and with the
Canada Revenue Agency and is not intended to be used for other purposes.
371
Benefit
Normal Cost to EOY 1,901 1,910 $
(9)
Expected Benefit Payments 19,524 19,136 388
Actuarial Value of Assets 237,477 $ 228,008 $ 9,469
Active Members 42,345 $ 39,374 $ 2,971
Pensioners and Sur\Aors 206,871 203,505 3,366
Total Actuarial Accrued Liabilities 254,691 $ 248,332 $ 6,359
Funding Excess / (Deficiency) (17,214) $ (20,324) $ 3,110
Benefit
Normal Cost to EOY 2,739 $ 2,716 $ 23
Expected Benefit Payments 16,454 16,225 229
Actuarial Value of Assets 212,156 $ 204,290 $ 7,866
Actke Members 68,230 $ 65,986 $ 2,244
Pensioners and Surwors 170,860 168,160 2,700
Total Actuarial Accrued Liabilities 244,492 $ 239,534 $ 4,958
Funding Excess / (Deficiency) (32,336) $ (35,244) $ 2,908
372
Financial Position - Solvency Valuation
reduced by termination expenses, to the solvency liability, as prescribed by the Act. The
Benefit
In $000s
3.90%
Commuted Value Rates 3.00 % first 10 yrs./ 4.60 % thereafter
237,477 $ 228,008 $ 9,469
(131) (131)
Solvency Assets
237,346 $ 227,877 $ 9,469
Active Members
81,215 $ 75,864 $ 5,351
Transferred Members
8,511 8,510 1
263,471 259,176 4,295
Deferred Vesteds
1,664 1,623 41
354,861 $ 345,173 $ 9,688
(117,515) $ (117,296) $ (219)
Incremental Solvency Cost (Credit) (721)
Benefit
In $000s
3.00%
Commuted Value Rates. 2.40 % first 10 yrs./ 3.60 % thereafter
212,156 $ 204,290 $ 7,866
(133) (133)
Solvency Assets
212,023 $ 204,157 $ 7,866
Active Members
151,455 $ 146,128 $ 5,327
Transferred Members
9,363 9,363
Pensioners and Survivors 241,100 237,277 3,823
Deferred Vesteds
2,113 2,081 32
Total Solvency Liabilities 404,031 $ 394,849 $ 9,182
Funding Excess / (Deficiency) (192,008) $ (190,692) $ (1,316)
52.5%
373
The wind-up liabilities are equal to the solvency liabilities plus liabilities for certain
employees who are not yet eligible, but who on the date of valuation would have grown
into eligibility for special early retirement benefits had they been able to work until they
attained age 55 and had at least 10 years of service, absent a termination of their
employment.
Benefit
In $000s
Total Solvency Liabilities 354,861 $ 345,173 $ 9,688
Liabilities
3,757 3,699 58
Total Wind-Up Liabilities
$ 358,618 $ 348,872 $ 9,746
Solvency Assets
237,346 227,877 9,469
Wind-Up Excess / (Deficiency)
$ (121,272) $ (120,995) $ (277)
Benefit
In $000s
Total Solvency Liabilities $ 404,031 $ 394,849 $ 9,182
Consent Benefits not in Solvency
Liabilities
3,322 3,191 131
Total Wind-Up Liabilities
$ 407,353 $ 398,040 $ 9,313
Solvency Assets 212,023 204,157 7,866
Wind-Up Excess / (Deficiency)
$ (195,330) $ (193,883) $ (1,447)
Assets/Wind-up Liabilities)
52.1%
wind-up liabilities. As of December 31, 2013, the Plan has a transfer ratio of 66.2%.
Because the transfer ratio of the plan is less than 1.0, the Plan can pay out only 66.2%
commuted values may be paid in full without the requirement to cover the transfer
deficiency if the sum of all transfer deficiencies made since the date of the last actuarial
review is less than 5% of the market value of assets as of December 31, 2013 (or
$11,873,850).This is equivalent to the sum of all commuted values being less than
$35,130,000.
374
In $000s
L iabilities
Actuarial Accrued Liabilities $ 254,691 $ 244,492
Normal Cost to EOY
1,902 2,739
401,923 463,500
Normal Cost to EOY
381 521
Normal Cost to EOY (297) (407)
For USW Local 8782 Members at Lake Erle Works 10
375
deficiency decreased by $15,122,000 from December 31, 2012, primarily due to an
increase in the market value of assets. This factor was partially offset by a loss due to
retirement experience of $11,719,000. Expected return on assets of $12,973,000
compared with an actual return of $34,652,000 decreased the deficiency by
$21,679,000. All other decrement experience changes were insignificant.
In $000s
Total Plan Benefits Original Benefits
Benefit
Improvements
Funding Excess / (Deficiency) Beginning of Year
(32,336) $ (35,244) $ 2,908
Interest on surplus (unfunded liability)
(2,021) (2,203) 182
Special Payments
6,596 6,122 474
Change In actuarial assumptions
Plan Amendment
999 (999)
Imestment Experience
21,679 20,843 836
Retirement Experience
(11,719) (10,859) (860)
Mortality Experience
1,035 625 410
Withdrawal Experience
305 282 23
Salary Experience
All other Sources
(753) (889) 136
Discount Rate
6.25% 6.25% 6.25%
Funded Status Ratio at December 31, 2013
93.2%
11
376
deficiency decreased by $3,813,000 from December 31, 2011, primarily due to an
increase in the market value of assets. This factor was partially offset by a loss due to
retirement experience of $2,776,000 and a loss due to lowering the discount rate (to
6.25%) of $6,312,000. Expected return on assets of $12,635,000 compared with an
actual return of $19,881,000 decreased the deficiency by $7,246,000. All other
decrement experience changes were insignificant.
Benefit
Funding Excess /(Deficiency) Beginning of Year (36,149) (35,698) $ (451)
(2,350) (2,321) (29)
Special Payments made
10,863 8,343 2,520
Change in actuarial assumptions (6,312) (6,170) (142)
Investment Experience 7,246 7,016 230
(2,776) (3,350) 574
Mortality Experience (14) (14)
Withdrawal Experience
65 65
Salary Experience
Normal Cost wfinterest
(2,844) (2,884) 40
All other Sources
(65) (231) 166
Average Annualized Rate of Return 10.2%
Discount Rate
6.25% 6.25% 6.25%
12
377
PBGF Assessment for 2014 (In Dollars
(Solvency Liabilities)
Ontario Asset Ratio Assumed
Solvency Assets at December 31, 2013 I
PBGF Assessment Base

354,861,000
100.00%
237,477,000

117,384,000

2013
- On 10% of Total 35,486,100 $ 35,486,100 0.50% $ 177,431
- On 10% of Total 35,486,100 35,486,100 1.00% 354,861
- On 20% of Total 70,972,200 46,411,800 1.50% 696,177
Plus $5 per Ontario Plan Beneficiary
6,555
1,235,024
PBGF Cap on Assessment at $300 per Member
393,300
assessment must be at least $250
393,300
Retail Sales Tax at 8%
31,464
Total Annual PBGF Assessment Fee 424,764
1 The assets reported for the PBGF assessment do not include the termination expenses.
378
Employer Contributions
In $000s
Original Benefits & Total Plan
Hamilton Lake Erie Hamilton
Bargaining Plan Bargaining Plan Salaried Plan
Lake Erie
Salaried Plan Total
Total Members 9,338 1,311 3,278 441 14,366
GoingConcern Basis as of
December 31, 2013:
Market Value of Assets 1,500,796 228,008 893,585 155,684 2,778,073
Actuarial liabilities (Original) 1,610,077 248,332 813,976 147,023 2.819,408
Unfunded Liability (109,281) (20.324) 79,609 8,661 (41,335)
December 31, 2013:
Solvency Assets 1,499,862 227,877 893,257 155,640 2,776,636
Solvency Liabilities (Original) 2.072,110 345,173 1,009,809 187,295 3,614,387
Solvency Deficiency $ (572,248) (117,296) (116,552) $ (31,655) (837,751)
Initial allocation percentage - 68.31% 14.00% 13.91% 3.78% 100.00%
contribution 47,817 9,800 9,737 2,646 70,000
2014 normal cost to midyear"' $ 2,543 1,853 3,977 1,379 9,752
Affected plan
No
Total Plans' Funded Status, including Original &Benefit Improvement L iabilities
December 31, 2013:
Actuarial liabilities 1,673,054 254,691 813,978 147,023 2,888,744
December 31, 2013:
Solvency Assets 1,579,362 237,346 893,257 155,640 2,865,605
Solvency Liabilities 2,152,362 354,861 1,009,809 187,295 3,704,327
Solvency Deficiency (573,000) (117,515) (118,552) $ (31,655) (838,722)
Total 2014 Minimum Contribution - Prescribed and Benefit Improvements
Annual Prescribed Contribution $ 47,817 $ 9,800 $ 9,737 2,646 70,000
993
Total Minimum Required in 2014
48,577 10,033 9,737 2,646 70,993
" Allocated in proportion to Solvency Deficiency for each plan
'" Normal cost includes normal costs and estimated administrative expenses for the salaried plans.
"" Plan for which 2014 adjusted normal cost exceeds initial allocation of prescnbed contribution
379
Total Special Payments as of December 31, 2013
Present Value of
Remaining Period Remaining
Current Special as of December 31, Payments at

Rate Effective Date
Payments
2013 12./31/2013
Employer Contributions - Benefit Improvements
Normal Cost
The normal cost (credit) associated with the Benefit Improvements at December 31, 2013 is $ (9,000),
In $000s
Type of L iability Bases
Total Ongoing Bases
Solvency' 3.82% August 31, 2013 242
Total Solvency Bases
242
(9)
233
Note The solvency special payment effective August 31, 2013 Is scheduled for 9 months, the last payment In 2014 will be
nede by September 30, 2014 and will fully amortize the outstanding base remaining. This final payment is more than is
required to fully arrorfize the outstanding base but adheres to the U S Steel funding policy of making full months of
contributions Into the fund
2014 Funding RequirementBenefit Improvements
0.75 219

219

Special Payments Determined as of December 31, 2012
In $000s
Type of Deficit
Total Ongoing Bases
Remaining Period
Current Special as of December 31,
Effective Date Payments 2012
SoKency April 30, 2010
Solvency December 31, 2011
148 0.08
326 4.00
Total
474
474
22
2013 Funding RequirementBenefit Improvements
496
Special Payments Determined as of August 31, 2013 due to
Plan Amendment
Current Special
Remaining Period
as of August 31,
In $000s
Effective Date Payments 2013
Type of Deficit
Going-Concern
August 31, 2013 $ 15.00
Total
Solvency
August 31, 2013 323 5.00
Total
323
Total Annual Special Payments for Plan Amendment 422
Additional Normal Cost (Credit) for Plan Amendment
(11)
Annual Funding RequirementPlan Amendment
411
Total 2013 Funding Requirement for Plan Amendment
137 (prorated for 4 months in 2013)
380
Minimum Required Employer Contributions Total
In $000s
2014 Funding Requirements - Total Plan
Total Plan Benefits Original Benefits
Benefit
Improvements
9,800 $ 9,800 $
Normal Cost
(9)
(9)
Special Payments
Going-concern
Solvency
242
242
Total
10,033 $ 9,800 $ 233
normal cost. The adjusted normal cost is defined as "T" "U", where "T" equals the
December 31, 2015.
improvements made to the plan. The amount of the contribution is the amount required
under the Ontario Pension Benefits Act and the General Regulations thereof, determined
as if the benefit improvements alone were being provided by the pension plan.
the Plan on the basis of a going concern valuation. For all of the Benefits Improvements
made to the Plan that are Cost of Living Adjustments for retirees, there is no normal cost
for benefit improvements. A small normal cost accompanies the April 30, 2010 and the
August 31, 2013 Benefit Improvements that restored lockout service to active members.
wind-up unfunded liability determined as of December 31, 2013 plus the expected normal
381
Actuarial Cost Certificate and Opinion ($000)
for USW Local 8782 Members at Lake Erie Works
appropriate.
(Ontario) and Regulation, and in conformity with requirements of Income Tax Act
In respect of the Original Benefits under the Plan:
1.
The Plan does not have a prior year credit balance or prepaid contribution
balance.
2.
In accordance with the Special Pension Agreement, the employer contribution to
3.
The employer's normal cost for 2014 is $1,853,000. No payment to the Plan is
identified above.
4.
The Plan has an unfunded liability on a going-concern basis of $20,324,000 as of
December 31, 2013.
5.
The Plan has a solvency deficiency of $117,296,000 as of December 31, 2013.
6.
The solvency liabilities do not include the value of consent benefits other than
funded consent benefits that may be contingent upon wind-up. The value of
these excluded benefits is $3,699,000.
In respect of the Benefit Improvements under the Plan at December 31, 2013:
1. The employer's normal cost (credit) for 2014 is $(9,000).
382
2.
The Benefit Improvements under the plan are fully funded on a going concern
basis, with surplus in nominal assets of $3,110,000 as of December 31, 2013.
3. The Benefit Improvements under the plan would be fully funded on a solvency
basis with an additional $219,000 of plan assets as of December 31, 2013. In
order to comply with the Ontario Pension Benefits Act, the unfunded liability must
be liquidated by annual special payments, payable 1/12 monthly.
4. Total annual special payments, payable in nine equal monthly installments from
January through September 2014, in respect of Benefit Improvements under the
Plan are $242,000.
In respect of the Total Plan:
2.
(Ontario), is 66.2%.
4.
The Plan has an incremental solvency cost (credit) of $(721,000) for the period
starting December 31, 2013 and ending at the next valuation at December 31,
2014.
5.
(ITA).
6.
The ITA permits the employer to make contributions up to the sum of the normal
respect of periods since the valuation date. This maximum contribution level is
allowed provided that at the time the contribution is made, all assumptions made
in this valuation remain reasonable and the wind-up unfunded liability still exists.
7.
In accordance with the Regulation to the Pension Benefits Act (Ontario), the next
December 31, 2014.
8.
383
The undersigned is available to answer any questions with respect to this valuation
report.
Normand renette
For USW Local 8782 Members at Lake Ene Works 19
384
Appendix I
Plan Assets

valuation report.

the audited financial statements with expected payments, contributions, and
In $000s
December 31, 2012
Company Contributions
expenses
Benefit Payments
Change in Actuarial Value of Assets
Actuarial Value of Assets at December 31,
2013
Reconciliation of Plan Assets - From December 31, 2012
through December 31, 2013
Benefit
212,156 $
204,290 $
9,253
8,757
34,652
33,316
(18,584)
(18,355)
25,321 23,718
237,477 $
228,008 $ 9,4-69
7,866
496
1,336
(229)
1,603
Average Annualized Rate of Retum 16.7%
The market value of assets for Benefit Improvements has been calculated based on
actual contributions and expected benefit payments for this provision and proportionate
investment earnings of the net Total Plan returns for the year. The market value of
assets for the Original Benefits has been determined as the difference in market values
allocated between the Total Plan and Benefit Improvements.
385
Appendix II
basic information (date of birth, date of hire, date of membership, gender, etc.), credited
service, and pensions to retirees and other members entitled to a deferred pension.
Lump sum payments and pensions to retirees were compared with corresponding
amounts reported in financial statements. The results of these tests were satisfactory.
Plan membership data is summarized below for the current and prior year valuations.
VALUATION DATE
12/31/2013 12./31/2012
Active Members
Number
426 576
17.0 18.7
Average age
46.7 47.0
Normal Cost
With Interest to Mid-Year
$ 1,845,000 $ 2,657,000
$ 1,902,000 $ 2,739,000
Transferred Members
Number
48 48
14.0 13.1
Average age
48.7 48.0
Number
74 67
Annual pensions
$ 237,000 $ 223,000
$ 3,203 $ 3,328
Average age
45.9 47.3
Number of retirees and beneficiaries
763 643
Number receiving bridge pensions
506 417
Annual pensions
$ 14,019,000 $ 11,665,000
$ 5,178,000 $ 4,233,000
$ 18,374 $ 18,142
Per capita annual bridge pensions
$ 10,233 $ 10,151
Average age
61.7 61.8
386
Active
Members
Transferred
Members
Deferred
Pensioners
Pensioners
and
Survivors TOTAL
Total at 12-31-2012 576 48 67 643 1,334
New Entrants
Terminations
Deferred pensions (10) (1) 11
(1) (20)
Non-vested terminations
Deaths
with surviving spouse (2) (4) (6)
no surviving spouse (6) (6)
new survivor pension 6 6
Retirements (117)
(1) (3) 121
Ex-spouse split benefits 3
Transfers
Transfers out to Opp Plan (1)
Transfer out to Ler Sal
(1) 1
Total at 12-31-2013 426 48 74 763 1,311
Change in counts (150) 7 120 (23)
Active
Members
Transferred
Members
Deferred
Pensioners
Pensioners
and
Survivors TOTAL
Total at 12-31-2011 633 51 66 595 1,345
New Entrants
Terminations
-Deferred pensions
(6)
6
-CV Transfers/refunds (6) (1) (4) (11)
-Non-vested terminations
Deaths
-with surviving spouse (4) (4)
-no surviving spouse
(3) (3)
-new survivor pension 4 4
Retirements (46)
(3)
(1) 50
-Previously unreported pensioners 1
Transfers
-Transfers out to Opp Plan (2) 2
-Transfer in from Ham BU 2
-Return from LEr Sal 1
(1)
Total at 12-31-2012 576 48 67 643 1,334
Change In counts (57)
(3)
1 48 (11)
387
Appendix III
In $000s
Hamilton
Bargaining
Plan
Lake Erie
Bargaining
Plan
Hamilton
Salaried Plan
Lake Erie
Salaried Plan Total
Total Members
9,338 1,311 3,276 441 14,366
December 31, 2013:
Market Value of Assets 1,500,796 228,008 893,585 155,684 $ 2,778,073
established GC payments 109,281 20,324
129,605
31, 2013:
Solvency Assets 1,499,862 227,877 893,257 155,640 2,776,636
Solvency Liabilities (Original) 2,072,110 345,173 1,009,809 187,295 3.614,387
-going-concern 93,934 10,937 104,871
-solvency 478,314 106,359 116,552 31,655 732,880
$ $
Normal Cost to midyear $ 2,543 $ 1,853 3,977 1,379 9,752
Going-concern special Payments;
28,223
5,209
Effective December 31, 2012 - 205 205
Solvency special Payments:
Effective December 31, 2009 - 1,382 1,382
Effective December 31, 2010
47,823 10,012 - 57,835
Total Minimum on Original Ben. 209.131 42,696 58,141 12,860 322,828
993
Notes
1) Estimated contribution requirements determined as if the plans were new plans as of December 31, 2005, The Initial Cordribution to the plans as of
March 31. 2006 (as calculated under the Special Pension Agreement) was reflected in the December 31, 2005 financial position for determining
special payments.
2) Unfunded going-concern liability special payments are scheduled
to be My amortized within 15 years.
3) The solvency special payment effective December 31. 2009 for the Lake Erie Bargaining Plan is scheduled to be My amortized by February 28, 2014
due to actuarial gains In previous valuations.
388
Appendix IV
SCHEDULE OF ACTIVE PARTICIPANT DATA AS OF 12/31/2013
DISTRIBUTED BY AGE AND SERVICE
Age
Service
0-4 5-9 10-14 15-19 20-24 25-29 30+ Total
< 20
20-24
25-29
30-34
0
15
33
0
17
44
35-39 27 19 50
40-44 26 23
61
45-49 16 20 17 62
50-54 22 16 11 16 46 113
55-59 37 64
60-64
5 13
65+ 0 0 0 1 1 2
Total 146 97 21 39 30 90 426
389
Appendix V
Ongoing Discount Rate:
6.25% as of December 31, 2013 (6.25% as of December 31, 2012)
Actual Allocation at:
12/31/2013 12/31/2012
Bonds
33%
34%
All Other 1% 1%
Total
100% 100%
UCF
oversees the investment management of most non-Canadian equity holdings and
plans to absorb other investment responsibilities in future years. Currently, the Plan
agreement reflecting the terms of the latest CBA with the USW does not allow for
investment management or administrative expenses to be paid from the Plan's Trust.
No rate adjustments were made for adverse deviations or for investment management or
administrative expenses.
Mortality: UP 1994 Table with 1 year setback for males,
experience during years 2004 2006 and to allow for
future mortality improvements. The Canadian Institute
of Actuaries ("CIA") has produced a report that
390
Mortality and that Scale AA may not be appropriate to
Retirement Age:

Aqe
Aqe 60 Age 60 30 Years of With More Normal
With At With 15 or Service than 30
Least 10 & More Years of
Less Than Years of Service
15 Years of Service
Service
47 16.0 8.5
48 16.0 8.5
49 16.0 8.5
50 16.0 8.5
51 16.0 8.5
52 16.0 8.5
53 16.0 8.5
54 16.0 8.5
55 17.7 10.6
56 20.5 11.0
57 22.5 12.2
58 24.5 14.2
59 30.0 16.9
60 2.0 4.6 30.0 20.0
61 2.0 9.4 30.0 23.5
62 4.0 37.5 60.8 55.2
63 4.0 23.1 51.6 34.7
64 4.0 17.6 44.4 32.2
65
51.2
66 33.3
67 33.3
68
33.3
69 33.3
70 100.0
In addition, if under 30 Years of Service but over Age
55 with Age + Service at least 85, the retirement
assumption is 2.0 per 100 employees.
Given the 30 year benefit structure, makeup and
proximity of the plant populations to USS's own
steelworkers, U. S. Steel believes these rates are more
appropriate to use until a formal study can be
accumulated from a normal retirement period.
391
Withdrawal Rates:
The following rates of pre-retirement withdrawal were

assumed per 100 employees (rates do not apply to
those eligible for retirement):
Age
25
Less Than 15 Years 15 or More Years
of Service of Service
5.0
30 4.0 1.3
35 3.5 1.3
40 3.5 1.2
45 3.5 0.9
50 3.5 0.6
55 3.5 0.4
60 3.5 0.0
These rates were chosen from withdrawal rates USS
Disability Rates:
The following rates of disability were assumed per 100
employees:
Age Disabilities
20 .03
25 .03
30 .04
35 .06
40 .10
45 .16
50 .30
55 .55
60 1.00
Disabled Mortality: GATT Pre-95 Disability Mortality set forward 1 year.

three years younger than their husbands.
Investment Return:
6.25% as of December 31, 2013 (6.25% as of
December 31, 2012)
392
Interest Rate:

31, 2013, 5.2% per year thereafter (used for pre-
retirement death benefits). These rates were derived
using the methodology described in the actuarial
standards of practice of the Canadian Institute of
Actuaries using the 5 year average from 1/1/2007 to
1/1/2012) of the i7 and iL rates. The 5-year average is
an estimate of the long-term rates.
Administrative Expenses:
Methods
Actuarial Cost:
No allowance is made for administrative expenses,
since none are charged to the trust.
Unit Credit.
Market value of assets.
Interest Rate:

thereafter for the prior valuation).
Annuity Purchase Rate: 3.90% per year (3.00% per year for the prior valuation).
Valuations with effective dates between December 31,
11.12.

valuation)
393
Mortality:
UP 1994 Table fully generational using Scale AA for
annuities and for commuted values
Withdrawal Rates:
valuation date.
Disability Rates:
valuation date.
Marital Assumptions: Same as for going concern valuation.
Termination Expenses: $131,000 ($100 per participant).
Actuarial Cost:
Method).
Actuarial Value of Assets: Market value of assets.
Benefits Included:
Benefits Excluded:
Wind-up Valuation:
Members whose age plus service total 55 or more
may, with employer consent, grow into a special early
retirement basic retirement benefit and bridge
supplement at age 55 with 10 years of service. We
have excluded these benefits for members who have
not yet met these requirements at the valuation date.
solvency valuation. The benefits excluded from
solvency were included in the wind-up liabilities which
consist of unfunded consent benefits. Unfunded
consent benefit liabilities are the value for employees
growing into special early retirement benefits that may
be granted at the option of U. S. Steel Canada to an
employee who has attained age 55 and has at least 10
years of service.
394
Solvency Incremental Cost: The calculation adheres to the CIA guidance.
2006.
395
Appendix VI
Introduction
This valuation is based on the plan provisions in effect as of December 31, 2013, which
are summarized below.
Eligibility
The Plan was closed to new entrants effective April 16, 2010. Prior to that date, each
full-time bargaining unit employee who was a member of the USW union was
automatically a member of the Plan upon hire. Also, effective April 16, 2010, continuous
service will be honored for periods of lay-off for lack of work up to a maximum of 12
months for each period.
Normal Retirement
Normal retirement takes place on the last day of the month in which the member attains
age 65.
Early Retirement
Early retirement is permitted upon attaining age 60 with 10 years of service, after
completion of 30 years of service, or upon attaining age 55 with years of age plus
service totaling 85 or more. The member's pension is calculated in the same way as for
normal retirement and reduced by 0.5% per month for each month, if any, by which the
member's early retirement date precedes age 62. In any event, no reduction will apply if
the member has 30 years of service.
Special Early Retirement
A member who has attained age 55 with 10 years of service may be retired from the
service of the Company at the option of the Company or at the request of the employee
with the consent of the Company. The pension amount is calculated in the same way as
for normal retirement subject to a reduction of 0.25% per month for each month, if any,
by which the member's early retirement date precedes the earliest of:
Attaining age 60;
Attaining a total of age plus service of 80; or
Completion of 30 years of service
A member who has completed 10 years of service, and who becomes permanently and
totally disabled before attainment of age 65, may retire and receive a disability pension
396
calculated in the same manner as a normal retirement pension, subject to a minimum
amount of $750 per month.
Pension Benefit

retirement.
employed in the ironmaking division.
Contributions
No employee contributions are required or permitted to be made to the Plan.
Death Benefits
Before Retirement
On the death of a member, prior to normal retirement date, his spouse or beneficiary is
entitled to receive the commuted value of that portion of the member's vested accrued
pension for service on or after January 1, 1987. However, on the death of a member
who dies after completion of 10 years of service there will be payable to his spouse or
beneficiary a pension equal to 70% of the member's accrued pension, without reduction
for early retirement.
After Retirement
For a member without a spouse at the pension commencement date, pension payments
will be made for the lifetime of the member, ceasing with the payment made in the month
of the member's death.
A member with an eligible spouse at the pension commencement date will receive a
pension which will be equal to 95% of his normal pension. A reduced pension will
continue to his spouse after his death, the reduced pension being 74.5% of the pension
the member was receiving. This benefit may be waived by the member and spouse.
397
On termination of service, the normal pension based on accrued credited service will be
fully vested and payable as a deferred life annuity from age 65. A terminating member
may elect to have his deferred life annuity commence after attainment of age 55 and
prior to age 65, in which event it will be reduced by 0.5% for each month between
commencement of pension and age 65.
A member who terminates prior to being eligible for retirement, elects to defer his
pension, and who has an eligible spouse at the pension commencement date will not be
eligible for the 95% spousal pension option, but will instead be entitled to a 60% joint
and survivor pension of actuarial equivalent value to a lifetime pension to the member.
Cost of Living Adjustments
The current CBA provides for no further COLA adjustments to retiree pensions in the
future.
398
Appendix VII
Retirement Plan for USW Local 8782 Members
3. The asset information, as summarized in Appendix I, used in this valuation is
4.
There have been no subsequent events that would materially change the plan's
United States Steel Corporation
AolleeLIL

n M. Darragh
General Manager
Comptroller
Date
399
RETIREMENT PLAN FOR SALARIED EMPLOYEES AT LAKE
ERIE WORKS
July 2014
A Xerox Company buckconsultan s
400
Table of Contents
1. Summary of Valuation Results 3
2. Comments on Summary of Valuation Results as at December 31, 2013 4
3. Financial Position of the Plan 7
4. PBGF Assessment 12
5. Funding Requirements 13
6. Actuarial Cost Certificate and Opinion 15
Appendix III: 2014 Contribution of Requirements (Original Benefits) Under General
Appendix IV: Age Service Distribution of Active Members
Appendix V: Actuarial Assumptions and Methods
For Salaried Employees at Lake Erie Works
2
401
Retirement Plan for Salaried Employees at Lake Erie Works
VAL UATION DATE 12./31/2013 12/31/2012
Number of Members:
Active members
80 82
350 344
Former employees with deferred Nested benefits 10 11
Transferred members 1 4
Total Members
441 441
Annual pensions
9,931 $ 9,806
$ 1,217 $ 1,410
$ 37 $ 37
FUNDING
155,684 141,239
Going Concern Actuarial Liability 147,023 147,954
Going Concern Funding Excess / (Deficiency) 8,661 (6,715)
105.9% 95.5%
Solvency Assets
155,640 141,195
Solvency Liability 187,295 210,216
Solvency Excess / (Deficiency) (31,655) (69,021)
83.1% 67.2%
2014 2013
Prescribed contributions 2,646 3,171
Special payments for benefit improvements
- -
2,646 3,171
PBGF Assessment (capped at $300 per Ontario member) 132 132
402
December 31, 2013
U. S. Steel Canada Inc. Retirement Plan for Salaried Employees at Lake Erie Works (the
"Plan") as of December 31, 2013. All dollar amounts referenced in this report are in
Canadian dollars.


Effective October 31, 2007, United States Steel ("U. S. Steel") acquired Stelco Inc. As a
result of the acquisition, effective October 31, 2007,

The Plan was renamed as shown in this report from the Stelco Inc. and
Participating Employers Retirement Plan for Salaried Employees at Lake Erie;
and

Lake Erie Steel GP Inc. was dissolved and ceased to be a participating
pension plans:
For Salaried Employees at Lake Ede Works
4
403
2011 2015 $70.0 million per annum
2008 2010 $65.0 million per annum
at Hamilton Works (the "Hamilton Hourly Plan"") Registration #0354878
1. The election under Section 5.1 of the regulations to the Ontario Pension Benefits
Act which exempts the plans from funding on a solvency basis, no longer applies
to the plans.
2. Contributions otherwise required under the general regulations to the Ontario
Pension Benefits Act are replaced by the following provisions for future years:
a. Level contributions, payable monthly, are allocated between the four
plans:
b. Additional contributions are required in respect of improvements
contributions are determined under the general regulations to the Ontario
The minimum contribution for the Plan 2014 is $2,646,000. The maximum contribution
that the Company may make to the Plan in 2014 is $33,034,000 which is the wind-up
deficiency plus the normal cost. Contributions in excess of the minimum required are
subject to required allocation between the four plans under the Special Pension
Agreement.
This report reflects the requirements of the Special Pension Agreement.
This valuation reflects the provisions of the Plan in effect at December 31, 2013. A
summary of the plan provisions is provided in Appendix VI. The Plan was closed to new
hires effective August 1, 1997. There are a few participants added to the Plan after this
date due to transfers in from the Hamilton Salaried Plan, Hamilton Hourly Plan or Lake
Erie Hourly Plan.
404
As of December 31, 2013 there have been no benefit improvements in the Plan.
At December 31, 2013, the going-concern valuation discount rate is 6.25%. For solvency
calculations as of December 31, 2013, commuted value rates of 3.0% for the first 10
years and 4.6% for all years thereafter were used as well as annuity purchase rates of
3.9%. See Appendix V for all other important assumptions relative to the valuations.
the Plan as of December 31, 2013, audited by KPMG LLP.
Pension Fund ("UCF"), in accordance with the investment policy. (With U. S. Steel
employer and administrator.) UCF took over the investment responsibilities for most of
the Plan's non-Canadian equity holdings.
internally at a much lower cost than if performed by an outside vendor.
During the fourth quarter of 2013, a decision was made to reduce the non-represented
staff at U. S. Steel Canada. As a result, a curtailment is included in the going-concern
liability whereby all affected employees will retire or terminate within the next two years.
measurement to the date of the submittal of the report that would influence the results
herein. The information contained in this report was prepared for the Company for its
internal use and for filing with the Financial Services Commission of Ontario and with the
Canada Revenue Agency and is not intended to be used for other purposes.
6
405
In $000s
Going Concern Position
6.25% 6.25%
Position:
Going-Concern Rate
Expected Benefit Payments 11,401 11,383
Actuarial Value of Assets 155,684 141,239
(Actual Market Value)
Active Members 27,041 25,412
Transferred Members 1 13
Pensioners and Survivors 119,735 122,286
Deferred Vesteds 246 243
Total Actuarial Accrued Liabilities 147,023 147,954
Funding Excess / (Deficiency) 8,661 (6,715)
% Funded Ongoing Basis 105.9% 95.5%
7
406
In $000s
Solvency Position
3.90% 3.00%
Position:
Commuted Rates:
3.00 % first 10 yrs./ 2.40 % first 10 yrs./
4.60 % thereafter 3.60 `Yo thereafter
155,684 141,239
(44) (44)
Solvency Assets
155,640 141,195
Active Members
39,128 42,854
Transferred Members
1 32
147,823 166,917
Deferred Vesteds
343
413
187,295 210,216
(31,655) (69,021)
83.1% 67.2%
Incremental Solvency Cost/(Credit)
812 1,169
407
The wind-up liabilities are equal to the solvency liabilities since the Plan does not have
any consent benefits.
In $000s
Wind-Up Position
Total Solvency Liabilities 187,295 210,216
Liabilities
Total Wind-up Liabilities
187,295 210,216
Solvency Assets
155,640 141,195
Wind-up Excess / (Deficiency) $ (31,655) $ (69,021)
Transfer Ratio (Market Value of Assets /
Wind-up Liabilities)
83.1% 67.2%
wind-up liabilities. As of December 31, 2013, the Plan has a transfer ratio of 0.831.
Because the transfer ratio of the Plan is less than 1.0, the Plan can pay out only 83.1%
commuted values may be paid in full without requirement to cover the transfer deficiency
if the sum of all transfer deficiencies made since the date of the last actuarial review is
less than 5% of the market value of assets as of December 31, 2013 (or $7,784,000).
This is equivalent to the sum of all commuted values being less than $46,060,000).
408
In $000s
L iabilities
Actuarial Accrued Liabilities $ 147,023 147,954
1,421 1,391
187,295 210,216
162,206 163,511
1,580 1,551
209,178 237,200
1,293 1,261
169,100 188,051
Normal Cost (with expenses) to EOY 159 160
21,883 26,984
(128) (130)
10
409
The going concern funding excess is $8,661,000 at December 31, 2013. The previous
valuation's deficit decreased by $15,376,000 and changed to an excess primarily due to
higher than expected investment returns (actual return of $22,880,000 compared with an
expected return of $8,568,000) and favorable changes associated to the natural
maturation of the Plan. The retirement, termination and mortality decrement experience
gains were not significant.
In $000s
Reconciliation of Funded Status on a Going Concern Basis
Funding Excess / (Deficiency) Beginning of Year (6,715) (9,846)
(420) (640)
Special Payments
1,822 1,820
Change in actuarial assumptions
(3,486)
Investment Experience
14,312 4,961
400 80
Mortality Experience
362 53
Withdrawal Expenence 77 69
Salary Experience
(117) (148)
Curtailment (592)
All other Sources
(468) 422
Funding Excess / (Deficiency) End of Year 8,661 S (6,715)
Discount Rate
6.25% 6.25%
Funded Status Ratio at End of Year 105.9% 95.5%
11
410
PBGF Assessment for 2014 (In Dollars
a new actuarial report is filed.
PBGF Assessment Base.
187,295,000
(Solvency Liabilities)
Market Value of Assets at December 31, 2013 1
155,684,000
PBGF Assessment Base 31,611,000
Development of PBGF Assessment Fees
2013
- On 10% of Total
- On 10% of Total
- On 20% of Total
18,729,500 $
18,729,500
0.50% $ 93,648
18,729,500
12,881,500
1.00% 128,815
37,459,000
1.50%
Plus $5 per Ontario Plan Beneficiary
2,205
224,668
PBGF Cap on Assessment at $300 per Member
assessment must be at least $250
Retail Sales Tax at 8%
Total Annual PBGF Assessment Fee
1 The assets reported for the PBGF assessment do not include the termination expenses.
132,300
132,300
10,584
142,884
12
411
Employer Contributions Original Benefits &Total Plan
I n $000s
HamiltonLake ErieHamiltonLake Erie
BargainingPlanBargainingPlanSalariedPlanSalariedPlanTotal
Total Members9,3381,311 3,276 441 14,366
Going-Concern Basis asof
December 31, 2013:
Market Value of Assets1,500,796228,008893,585 155,684 2,778,073
Actuarial liabilities (Original)1.610.077248,332813,976 147,023 2,819.408
UnfundedLiability(109,281)(20,324)79,609 8,661 (41,335)
December 31, 2013:
Market Value of Assets1,500,796228,008893,585 155,684 2,778.073
Termination Expenses (934)(131) (328) (44) (1.437)
Solvency Assets1.499,862227,877893,257 155,640 2,776,636
Solvency Liabilities (Original)2,072.110345,1731,009,809 187.295 3,614.387
Solvency Deficiency$(572,248)(117,296)(116,552) $(31,655) $(837,751)
I nitial allocation percentage"68.31%14.00%13.91%
initial allocation of prescribed
contribution47,8179,8009,737
3.78%
2,646
100.00%
70,000
Checkfor MinimumLimitation:
2014 normal cost to midyear*"$2,5431,8533,977 1,379 9.752
Affectedplan ""NoNo
Total Plans' Funded Status, Including Original &Benefit Improvement L iabilities
December 31, 2013;
Markel Value of Assets1,580,296237,477893,585 155,684 2,867,042
Actuarial liabilities1,673,054254,691 813,976 147,023 2,888,744
UnfundedLiability(92,758)(17,214)79,609 8,661 (21,702)
%FundedOngoingBasis94.5%93.2%109.8% 105.9% 99.2%
December 31, 2013:
Market Value of Assets1,580,296237,477893,585 155,684 2,867,042
Termination Expenses (934)(131)(328) (44) (1,437)
Solvency Assets1,579,362237.346893,257 155,640 2,865,605
Solvency Liabilities2,152,362354,861 1.009,809 187,295 3,704,327
Solvency Deficiency(573,000)(117,515)(116,552) $(31,655) $(838,722)
%FundedSolvency Basis73.4%66.9%88.5% 83.1% 77.4%
Total 2014 Minimum Contribution - Prescribed and Benefit Improvements
Annual PrescribedContribution $47,817 $9,800 $9,737 2,646 70,000
Benefit I mprovements 760 233 - 993
Total MinimumRequiredin 2014
$48,577 $10,033 $9,737 2,646 70,993
Termination expense =$0.1 per participant.
" Allocatedin proportion to Solvency Deficiency for eachplan
"' Normal cost includes normal costs andestimatedadministrative expenses for the salariedplans.
The bargainingplans are not allowedto have investment andadministrative expenses chargedagainst the Trusts.
****Plan for which2014 adjustednormal cost exceeds initial allocation of prescribedcontribution
U. S. Steel Canada I nc. Retirement Plan
For SalariedEmployees at Lake Erie Works
13
412
Minimum Required Employer Contributions
Funding
Requirements
Funding
Requirements
Year 2014 Year 2013
In $000s
Normal Cost
1,379 1,349
Other Allocated
1,267 1,822
Total
2,646 3,171
normal cost. The adjusted normal cost is defined as "T" "U" where "T" equals the
December 31, 2015.
improvements made to the plan. There were no benefit improvements made to the Plan
since December 31, 2005.
the Plan on the basis of a going concern valuation.
wind-up unfunded liability revealed as of December 31, 2013 plus the expected normal
14
413
for Salaried Employees at Lake Erie Works
appropriate.
(Ontario) and Regulation and in conformity with requirements of Income Tax Act
balance.
identified above.
4. The Plan has a funded excess on a going-concern basis of $8,661,000 as of
December 31, 2013.
5. The Plan has an incremental solvency cost of $812,000 between the period
starting December 31, 2012 and the next valuation at December 31, 2014.
6. The Plan has a solvency deficiency and wind-up deficiency of $31,655,000 as of
December 31, 2013.
(Ontario) is 83.1%.
15
414
9.
10.
(ITA).
11. The ITA permits the employer to make contributions up to the sum of the normal
respect of periods since the valuation date. The maximum contribution level is
allowed provided that the time the contribution is made, all assumptions made in
this valuation remain reasonable and the wind-up unfunded liability still exists.
12.
In accordance with the Regulation to the Pension benefits Act (Ontario), the next
December 31, 2014.
13.
The under signed is available to answer any questions with respect to this valuation
report. /'
Norm d Frenette
16
415
Appendix I
Plan Assets
December 31, 2013, audited by KPMG LLP.
valuation report.
the audited financial statements with expected payments, contributions and
In $000s
Beginning of Year (Same as Market
Reconciliation of Plan Assets
Value of Assets)
141,239 137,309
Company Contributions 3,171 3,188
Year-end transfers
(34) (1,244)
Investment Income / (Loss net of
expenses 22,880 13,577
Benefit Payments (11,300) (11,319)
Administrative Expenses (272) (272)
Change in Actuarial Value of Assets 14,445 3,930
End of Year 155,684 141,239
Average Annualized Rate of Return 16.7% 10.2%
17
416
Appendix II
basic information (date of birth, date of hire, date of membership, gender, pensionable
earnings, etc.), credited service, and pensions to retirees and other members entitled to
a deferred pension. Lump sum payments and pensions to retirees were compared with
corresponding amounts reported in financial statements. The results of these tests were
satisfactory. During the fourth quarter of 2013, a decision was made to reduce the non-
represented staff at U. S. Steel Canada. As a result, all affected employees (labeled
layoff in the table) will retire or terminate within the next two years.
Plan membership data is summarized in the tables below for the current and prior year
valuations.
VALUATION DATE
12/31/2013 12/31/2012
Active Members
Number
80 82
Layoff
14 -
Other
66 -
Total pensionable earnings
7,550,000 $ 7,468,000
Layoff
1,288,000 -
Other
6,262,000 -
$ 94,375 $ 91,070
Layoff
92,000 -
Other
94,879
-
21.7 21.5
Layoff
31.8 -
Other
19.5 -
Average age
54.9 54.4
Layoff
59.0 -
Other
54.1 -
Normal Cost
With Interest to Mid-Year
$ 1,079,000 $ 1,049,000
$ 1,112,000 $ 1,081,000
With Interest to End of Year and Investment Expenses $
1,421,000 $ 1,391,000
For Salaried Employees at Lake Erle Works
18
417
Plan Membership and Benefit Data Continued
VALUATION DATE 12./31/2013 12./31/2012
Transferred Members
Number 1 4
Total pensionable earnings $ $ 217,000
$ $ 54,165
Number 10 11
Annual pensions $ 37,000 37,000
Average age
55.8 56.4
Number of retirees and beneficiaries 350 344
Number receiving bridge pensions 132 153
Annual pensions 9,931,000 9,806,000
Annual bridge pensions $ 1,217,000 $ 1,410,000
Per capita annual pensions 28,374 $ 28,505
Per capita annual bridge pensions 9,220 $ 9,216
- not shown due to confidentiality
19
418
Active
Members
Transferred
Members
Deferred
Pensioners
Pensioners
and
Survivors TOTAL
Total at 12-31-2012 82 4 11 344 441
Transfers in
from BU / Pickle Plans
from Hamilton Sal Plan
Terminations
Deferred pensions
(3) (1) (4)
Non-tested terminations
Deaths
with sunning spouse
(5) (5)
no sunning spouse
(2) (2)
new surwor pension
5 5
Retirements (4) (2)
Preciously unreported participants 1
Ex-spouse split benefits
Transfers
to Hamilton Sat Plan (2)
(2)
to BU Plan
Total at 12-31-2013 80 1 10 350 441
Change in counts (2)
(3) (1) 6
Active
Members
Transferred
Members
Deferred
Pensioners
Pensioners
and
Survivors TOTAL
Total at 12-31-2011 92 3 1 1 343 449
Transfers in:
from Hamilton Sal Plan
Terminations
Deferred pensions
Non-tested terminations
Deaths
with sunning spouse
no sunning spouse
(3) (3)
new surtitor pension
Retirements (4)
4
Transfers
to Hamilton Sal Plan
(5)
(5)
to BU Plan (1)
Total at 12-31-2012 82 4 1 1 344 441
Change in counts (10) 1 1
(8)
20
419
Appendix III
In $000s
Total Members
Hamilton Lake Erie
Bargaining Bargaining
Plan Plan
Hamilton
Salaried Plan
Lake Erie
Salaried Plan Total
9.338 1,311 3,276 441 14,368
December 31, 2013:
established GC payments 109,281 20,324 129,605
31, 2013:
Solvency Assets 1,499,882 227,877 893,257 155,840 2,776,838
Solvency Liabilities (Original) 2,072,110 345,173 1,009,809 187,295 3.614,387
Present value of special payments over next 5 wars
-going-concem 93,934 10,937 104,871
-solvency 478,314 106,359 116,552 31,655 732,880
New solvency (deficiency) $ - $
Normal Cost to midyear 2,543 $ 1,853 3,977 1,379 9,752
Going-concem special payments.
Solvency special payments.
Notes
1) Estimated contribution requirements determined as If the plans were new plans as of December 31, 2005. The Initial Contributico to the plans as of
March 31, 2006 (as calculated under the Speoal Pension Agreement) was reflected In the December 31, 2005 financial position for determining
special payments.
2) Unfunded going-Concern IbbWty special payments are scheduled to be fuly amortized within 15 years.
3) The solvency special payment effective December 31, 2009 for the Lake Ene Bargaining Plan is scheduled to be fully amcnzed by February 28, 2014
due to actuarial gains in previous valuations.
21
420
Appendix IV
SCHEDUL E OF ACTIVE PARTICIPANT DATA AS OF 12/31/2013
DISTRIBUTED BY AGE AND PENSIONABL E SERVICE
Age
Service
5-9 10-14 15-19 20-24 25-29 30+ Total
< 20
20-24
25-29
30.34
35-39
40-44
45-49
8
$ 93,335
50-54 2 8 6 2 8 27
$ 88,428 $ 96,766 $ 120,191 $ 98,510
55-59 3 3 1 3 22 33
$ 81,146 $ 80,991 $ 93,695 $ 91,286
60-64 1 2 0 0 6 9

$ 95,028 $ 92,009
65+ 0 0 0 0
Total 4 8 14 9 4 13 28 80
$ 72,635 $ 84,005 $ 87,219 $ 104,239 $ 77,994 $ 114,218 $ 93,981 $ 94,375
Dollar amounts shown above represent average per capita pensionable earnings corresponding to the participant count
in the same grouping. In certain cases (1, amounts are not shown due to confidentiality.
22
421
Appendix V
Ongoing Discount Rate: 6.25% as of December 31, 2013:
(6.25% as of December 31, 2012)
Actual Allocation at: 12/31/2013 12/31/2012
Bonds 33%
34%
All Other 1% 1%
Total 100% 100%
UCF
oversees the investment management of most non-Canadian equity holdings.
Expected investment and administration expenses are added to the normal cost.
Therefore, no rate adjustments were made for adverse deviations or for investment
management or administrative expenses.
Mortality:
UP 1994 Table with 3 year setback for males,
experience during the years 2005 2006 and to allow
for future mortality improvements. The Canadian
23
422
Retirement Age:
Institute of Actuaries ("CIA") has produced a report that
Mortality and that Scale M may not be appropriate to
Acme
Age 55 Age 60 30 Years With More Normal
With 2 or With 15 or of Service than 30
More More Years of
Years of Years of Service
Service Service
47 16.0 8.5
48 16.0 8.5
49 16.0 8.5
50 16.0 8.5
51 16.0 8.5
52 16.0 8.5
53 16.0 8.5
54 16.0 8.5
55 2.0 17.7 10.6
56 2.0 20.5 11.0
57 2.0 22.5 12.2
58 2.0 24.5 14.2
59 2.0 30.0 16.9
60 2.0 4.6 30.0 20.0
61 2.0 9.4 30.0 23.5
62 2.0 37.5 60.8 55.2
63 2.0 23.1 51.6 34.7
64 2.0 17.6 44.4 32.2
65 51.2
66 33.3
67 33.3
68 33.3
69 33.3
70 100.0
uses for its own Steelworker population in the U.S.
Given the 30 year benefit structure and the makeup of
the workforce, U. S. Steel believes these rates are
more appropriate to use until a formal study can be
accumulated from a normal retirement period. This
table is also used for the layoff group until 12/31/2015
whereby all layoff members are assumed to be
terminated.
24
423
Withdrawal Rates:
The rates of termination of employment up to age 45
have been assumed to conform to those of the light
rates for males, and medium rate of females, as
published in the second report of the Ontario
Committee on Portable Pensions to the Government of
Ontario. The rates past 44 have been adjusted until
the employee is eligible for retirement. The following
rates of withdrawal were assumed per 100 employees
for those eligible:
Aqe
Male Female
25 10.0 20.0
30 5.6 11.2
35 3.2 6.3
40 2.2 3.4
45+ 1.8 2.0
Disability Rates:
None.
Disabled Mortality:
None.

Investment Return:
6.25% per annum (6.25% prior valuation)

Interest Rate:

31, 2013, 5.2% per year thereafter (same rates for prior
valuation) -used for pre-retirement death benefits and
vested benefits. These rates were derived using the
methodology described in the actuarial standards of
practice of the Canadian Institute of Actuaries using the
5 year average (from 1/1/2007 to 1/1/2012) of the i7
and iL rates. The 5-year average is an estimate of the
long-term rates.
Expenses:
$300,000 was added to current service cost to account

for the administrative expenses and investment
expenses that would be paid out of the plan this year
($300,000 for the administrative expenses and
investment expenses in the prior year)
25
424
Increases in Earnings:
Salary Scale of 3% per year applied to pensionable

earnings for all active members, which is consistent
with actual average wage increases paid for the
salaried employees in recent years. The layoff
members have no salary scale.
Increases in YMPE:
Rate of 3% per year applied to the 2014 YMPE of
$52,500.
Maximum Pension Benefits:
For purposes of projecting the maximum pension and
in accordance with the provision of the Income Tax Act,
the Defined Benefit Limit that is currently $2,770 in
2014 will increase by 3% per year starting in 2015.
Methods
Actuarial Cost:
Projected Unit Credit

Market value of assets

Interest Rate:

thereafter for the prior valuation)
3.9% per year (3.0% per year for the prior valuation).
Valuations with effiective dates between December 31,
10.56.
Mortality:
UP1994 Table fully generational using Scale AA for
annuities and commuted values
valuation)
26
425
Withdrawal Rates:
Disability Rates:
Termination Expenses:
valuation date
valuation date
Same as for going concern valuation
$44,000 ($100 per participant)
Actuarial Cost: Present Value of Accrued Benefits (Unit Credit
Method).
Benefits Included: Benefits valued on a wind-up basis as of the valuation
Benefits Excluded: None.
Wind-upValuation: The assumptions and methods used to determine the
solvency valuation.
Solvency Incremental Cost: The calculation adheres to the CIA guidance.
2006.
27
426
Appendix VI
Introduction
This valuation is based on the plan provisions in effect as of December 31, 2013.
Eligibility
Effective August 1, 1997, no new employees are eligible to join the Plan. Previously,
each employee in the service of the Company who is not covered by any other pension
plan of the Company and who is not in a class or group of employees designated by the
Company as a class or group to whom the benefits of the Plan are not available was
eligible to join the Plan. Employees hired prior to January 1, 1987 became eligible on
attainment of age 25 and completion of three months of credited service, but not later
than January 1, 1989. Employees hired on January 1, 1987 or later became eligible
after completion of 2 years of continuous service.
Normal Retirement
Normal retirement date is age 65.
Early Retirement
Early retirement is permitted upon attaining age 55 or after 30 years of service.
Salary Related Pension Benefit
The accrued pension may be deferred and payable at normal retirement age.
Alternatively a reduced pension together with a reduced bridge benefit of 0.85% of
highest five year average earnings up to the government pensionable earnings for each
year of available service at retirement date may be payable immediately. The early
retirement reduction is 0.25% for each month early prior to age 60. For members who
attained 30 years of service by January 1, 2008, there will be no reduction on retirement
after 30 years of credited service.
Minimum Pension Benefit
The minimum pension formula is available without reduction on retirement at or after age
62, or at or after age 55 with combined age and credited service totaling 85 or more or
after 30 years of credited service for members who attained 30 years of credited service
by January 1, 2008. Otherwise the early retirement reduction for the minimum pension
is either:

0.25% for each month prior to age 60 for members who retire with 30 years of
credited after January 1, 2008 (and excluding those who attain 30 years prior to
Far Salaried Employees at Lake Erie Works
28
427
June 30, 2008, but not by January 1, 2008 and who elect to retire by September 12,
2007 when they achieve 30 years) or , in all other cases,
0.5% for each month early between ages 55 and 62.
For members who attain 30 years of service prior to June 30, 2008, but not by January
1, 2008, and who elect to retire by September 12, 2007 when they achieve 30 years, the
early retirement reduction does not apply.
Female members who were qualified employees on August 1, 1972 are entitled to retire
at age 60 and receive a minimum pension without reduction.
If the member has completed 30 years of credited service, a further bridge benefit equal
to $16.00 per month per year of credited service (not exceeding 30 years) in excess of
available service is payable.
Retirement for reasons of total and permanent disability is permitted after 10 years of
service and attainment of age 40. The pension shall be the amount accrued to date of
such retirement, subject to a minimum of $750 per month.
Retirement for disability reasons other than total and permanent disability is permitted
after 10 years of service and attainment of age 55. The pension shall be the amount
accrued to date of such retirement.
Pension Benefit
One twelfth of 1.00% of highest five year average earnings up to the government
pensionable earnings at retirement date plus one twelfth of 1.85% of highest five
year average earnings over the government pensionable earnings for each year of
available service; and
1% of the value, as at June 30, 1987, of the member's normal contributions made to
the Plan; and
If the member has completed 30 years of credited service, $32 per month per year of
credited service (not exceeding 40 years) in excess of available service.
For periods on and after September 1, 2006, earnings are defined as the member's base
salary. For periods prior to September 1, 2006, earnings are defined as the member's
total remuneration paid excluding non cash benefits and certain lump sums.
The earnings used in the calculation of the highest five year average need not be
consecutive.
29
428
Minimum Pension Benefits
The normal retirement pension shall not be less than a monthly amount equal to the sum
of:
1.75% of the member's required contributions;

retirement.
employed in the ironmaking division.
Maximum Pension Benefits
The annual lifetime pension at the date of pension commencement, in the normal form of
payment, shall not exceed the defined benefit limit under the Income Tax Act multiplied
by the member's years of pensionable service, reduced by 0.25% for each month by
which the pension commencement date precedes the earliest of: attaining age 60,
attaining 30 years of credited service, or attaining age plus credited service of at least
80.
Contributions
There are no employee required contributions after June 30, 1987.
Death Benefits
Before Retirement
On the death of a member prior to normal retirement date, his spouse or beneficiary is
entitled to receive the return of the member's contributions with credited interest plus the
commuted value of that portion of the member's vested accrued pension for service on
or after January 1, 1987 minus his contributions made on or after January 1, 1987 with
credited interest. However, on the death of a member who dies after completion of 10
years of service there will be payable to his spouse or beneficiary a pension equal to
70% of the member's accrued pension, without reduction for early retirement.
30
429
After Retirement
The normal pension is guaranteed for 5 years in any event. However, a member with a
spouse will receive a pension equal to 95% of his normal pension with 70% of the
member's normal pension (which would have been payable if he had no spouse)
continuing to his spouse on his death, unless the member and his spouse waive this
benefit. Alternative elections may be made under which (i) a pension guaranteed for 10
years certain and life thereafter or (ii) a joint life and last survivor pension payable to the
member and continuing in the same amount after his death to his spouse, may be paid.
These alternative amounts of pension are calculated to be the actuarial equivalent of the
member's normal pension.
In Respect of Benefits Earned Prior to January 1, 1987
On termination of employment prior to completion of 10 years of service and attainment
of age 45, a member will receive a refund of his own contributions to the Plan made prior
to January 1, 1987, with credited interest.
On termination of employment after completion of 10 years of service and attainment of
age 45, a member may elect to leave all of his contributions made prior to January 1,
1987 in the Plan and receive a deferred life annuity payable at normal retirement date
equal to his pension accrued to date of termination, taking into account only his available
service prior to January 1, 1987. However, he may not withdraw any contributions made
after January 1, 1965, but will receive instead a deferred life annuity taking into account
service after that date and before January 1, 1987 and any amendments made on or
after January 1, 1965 and before January 1, 1987.
In Respect of Benefits Earned After January 1, 1987
On termination of employment, a member will receive a deferred life annuity payable at
normal retirement date equal to his pension accrued to date of his termination, taking
into account only his available service on or after January 1, 1987, and any amendments
made on or after January 1, 1987.
A terminating member may elect to have his deferred life annuity commence after
attainment of age 55 and prior to age 65, in which event it will be reduced by 0.5% for
each month between commencement of pension and age 65.
31
430
Appendix VII
U.S. Steel Canada Inc.
Retirement Plan Salaried Employees at Lake Erie Works
U. S. Steel Corporation
(1
0-au-A--
Colleen M. Darragh
General Manager
Comptroller
Date
32
431
TAB S
This Is Exhibit referred b In the
affidavit of .....0 C.C110 e-/4 I Vic Qum
sworn bebro hie, this IOtti
day of....Sepkkn bor 20 /171
AGREEMENT REGARDING STELCO.INC:
PENSION PLANS
THIS AGREEMENT made the26tbdayof August, 2007.
AMONG:
STELCO INC.
("Stelco")
and
UNITED STATES STEEL CORPORATION
(the "Acquiror")
and
SUPERINTENDENT OFFINANCIAL SERVICES
(the "Superintendent")
and

A COMMISSIONER FOR MINS AFFIDAVITS
HER MAJESTY THE QUEEN IN RIGHT OFTHE
PROVINCE OFONTARIO AS REPRESENTED BY 1 tit
MINISTER OFFINANCE
(the "Province")
WHEREAS Stelco has indicated its intention to support the acquisition (the
"Acquisition") of its issued and outstanding common shares bythe Acquiror pursuant to an
arrangement agreement (the "Arrangement Agreement") and the plan of arrangement attached
thereto (the "Plan of Arrangement"); and
WHEREAS, as a precondition to entering into the Arrangement Agreement, the
Acquiror has requested that certain changes, effective upon the .Plan of Arrangement taking
effect (the "Closing"), be made to the Pension Agreement dated March 31, 2006 (the "Pension
Agreement") among Stelco, certain subsidiaries of Stelco, the Superintendent and the Province,
and to the Province Note Loan Agreement dated March 31, 2006 (the "Loan Agreement")
between Stelco and the Province; and
WHEREAS the Acquiror has agreed, in connection therewith, to provide certain
consideration for the making of such changes, including granting a guarantee of certain
obligations of Stelco under the Pension Agreement; and
WHEREAS Stelco has asked the Superintendent and the Province to agree to such
changes and the Superintendent and the Province have agreed to such changes, as set forth
4
3
2
- 2 -
herein, in the Pension Agreement andthe Loan Agreement, conditional upon andeffective upon
the Closing.
NOWTHEREFORE, for value received(the receipt andsufficiency of whichare
hereby acknowledged), the parties hereto agree as follows:
ARTI CLEI
PENSI ON AGREEMENTANDGUARANTEE
1.1 At the time of the Closing, the Province andthe Superintendent will execute, and
the Acquirer will cause Stelco, the Hamilton Coke LimitedPartnership, the Hamilton Land
LimitedPartnership, the Hamilton Steel LimitedPartnership, the Lake Erie Coke Limited
Partnership, the Lake Erie LandLimitedPartnershipandthe Lake Erie Steel LimitedPartnership
to execute an amendment to the Pension Agreement (the "Pension Amendment") in the form
attachedas Schedule "A", pursuant to which, amongother changes, Sections 3.3 and3.8 will be
deletedfromthe Pension Agreement.
1.2I n all other respects, the. Pension Agreement, as amendedin accordance withthe
Pension Amendment, will remain in full force andeffect.
1.3At the time of the Closing, the Acquiror will execute anddeliver in favour of the
Province andthe Superintendent a guarantee (the "Guarantee") o f certain obligations of Stelco
under the Pension Agreement in the formattachedas. Schedule "B", andwill also cause a
contribution to be made by Stelco to the Stelco Main Pension Plans (as definedin the Pension
Agreement) that is additional to the fundingrequiredunder the Pension Agreement andthe
Stelco Regulation (as definedin the Pension Agreement) in the amount of $32.5 million, to be
allocatedas contemplatedby Section 3.6 of the Pension Agreement.
ARTI CLEII
LOAN AGREEMENT
21 At the time of the Closing, the Province will execute, andthe Acquiror will cause
Stelco to execute an amendment to the Loan Agreement (the "Loan Amendment") in the form
attachedas Schedule "C", pursuant to whichthe Loan Agreement will be amendedto, among
other changes, delete Section 5.1(7), Section 2.4, Section 2.6, andSection 2.8(4) therefrom.
2.2I n all other respects, the Loan Agreement, as amendedin accordance withthe
Loan Amendment, will remain in full force andeffect.
ARTI CLEIII
REPRESENTATI ONS, WARRANTI ESANDCONDI TI ONS
3.1 The Acquiror hereby represents, warrants andcovenants to the Province andthe
Superintendent andacknowledges andconfirms that the Province andthe Superintendent are
relyingthereon without independent inquiry in enteringinto this. Agreement, that:
433
- 3 -
(a) The Acquiror is a corporation duly incorporated, duly organized, validly existing
andin goodstandingunder the laws of Delaware.
(b)
The Acquiror is duly qualifiedto conduct business tridis in goodstandingin each

jurisdiction where its ownershipor lease of property or the conduct of its business
requires suchqualification.
(c) The Acquiror has the requisite power andauthority andlegal right to own and
operate its properties, to lease the property it operates andto lease andto conduct
its businesses now, heretofore andproposedto be conducted.
(d) The Acquiror is in compliance in all material respects withits constating
documents andby-laws.
(e) The execution, delivery andperformance by the Acquiror of this Agreement and
the Guarantee:
(i) are andwill be within the Acquiror's power;
(ii) have been duly authorizedby all necessary corporate or other action;
(iii) do not andwill not contravene any provision of the Acquiror's constating
documents;
(iv) do not andwill not violate any lawor regulation or any order, decree,
judgment, injunction, writ, decision, rulingor awardof any court or
governmental or regulatory authority;
(v) do not andwill not conflict withor result in the breachor termination of,
or default under, or accelerate or permit the acceleration of, any
performance requiredby, any indenture, mortgage, deedof trust, lease,
agreement or other instrument to whichthe Acquiror is a party or by
whichthe Acquiror or any of its property is bound; and
(vi) do not andwill not require the authorization, consent or the givingof
notice to, the filingof or registration with, or approval of any
governmental or regulatory authority or any other person.
(f) This agreement has been duly executedanddeliveredby the Acquiror and
constitutes a legal, validandbindingobligation of the Acquiror enforceable
against it in accordance withits terms, as suchenforceability may be limitedby
applicable bankruptcy, insolvency, reorganization or similar laws affecting
creditor's rights generally andby principles of equity.
3.2The Acquiror shall deliver written notice of the Closingto the Province andthe
Superintendent in the manner set out in Section 5.3 belowat least 48 hours prior to the Closing.
3.3I t shall be a condition precedent to the obligation of the Superintendent andthe
Province to execute anddeliver the Pension Amendment andthe Loan Amendment that the
434
- 4 -
Acquiror shall have causedStelco to make or arrangedfor Stelco to make the contribution set out
in Section 1.3 above andshall have deliveredto the Province andthe Superintendent:
(a)
the Guarantee;
(b)
a certifiedcopy of the certificate of incorporation andby-laws of the Acquiror;
(c)
a resolution of the boardof the directors of the Acquirer approvingthe entry into
this agreement andthe Guarantee;
(d) a certificate of an officer of the Acquiror certifyingthat the representations and
warranties set forthin Section 3.1 are true andcorrect in all material respects on
andas of the date of Closing, as if made on andas of suchdate; and
(e) favourable opinions of counsel to the Acquirer as counsel to the Province andthe
Superintendent may reasonably require in respect of the matters warrantedby the
Acquirer in Section 3.1.
3.4
The representations andwarranties of the Acquirer in Section 3.1 shall survive the
Closing.
ARTICLE IV
TERMINATION
4.1 This Agreement shall terminate upon the termination of the Arrangement
Agreement.
4.2Stelco andthe Acquirer shall give the Province andthe Superintendent written
notice immediately if the Arrangement Agreement:is terminated.
ARTICLE V
GENERAL
5.1 Successors and Assigns

This Agreement is bindingupon Stelco andthe Acquiror, their successors andpermitted
assigns, provided, however, that neither the Acquirer nor Stelco shall assign its rights and
obligations hereunder without the prior written consent of the Province andthe Superintendent.
The benefit hereof extends to the Province andthe Superintendent andtheir successors and
assigns.
5.2 Governing Law and. Submission to Jurisdiction

This Agreement will be governed byand interpreted and enforced in accordance with the
laws of the Province of Ontario and the federal laws of Canada applicable therein. Stelco and the
Acquirer hereby irrevocably consent and submit to the exclusive jurisdiction of the Ontario
435
Superior Court of Justice andwaive any objection basedon venue or forum non conveners with
respect to any action commencedin connection withthis Agreement.
The Acquiror hereby appoints Douglas Rienzo as agent to receive on its behalf service of
copies of any notice to be deliveredor any process that might be servedunder this Agreement or
in an action or proceedingor enteringof judgment. The Province or the Superintendent may
make service on the Acquiror by sendingor deliveringa copy of any document to the Acquiror
in care of its agent at the address andin the manner providedfor the givingof notices in Section
5.3 below.
5.3Notice
All notices, requests, demands or other communications requiredor permittedto be given
by one party to another under this Agreement shall be given in writinganddeliveredby personal
delivery or delivery by recognizednational courier, sent by facsimile transmission or delivered
by registeredmail addressedas follows:
(a) I f to Stelco:
(b) I f to the Acquiror:
Stelco I nc.
386 WilcoxStreet
P.O, Box2030
Hamilton, Ontario
L8L810
Attention:
Attention:
Chief Financial Officer
James D. Garraux
General Counsel & Sr. Vice
President
Facsimile Number: 905-308-7002
UnitedStates Steel Corporation
600 Grant Street
Pittsburgh, PA15219-2800
(c) I f to the Superintendent: Deputy Superintendent, Pensions
Financial Services Commission of Ontario
5160 Yonge Street
4thFloor, Box85
Toronto, Ontario
M2N pL9
436
- 6 -
(d) I f to the Province: Minister of Finance
Ministry of Finance
7 Queen's ParkCrescent, 7 Floor
Toronto, Ontario
M7A1Y7
-and-
Deputy Minister of Finance
Ministry of Finance
7 Queen's ParkCrescent, 7th Floor
Toronto, Ontario
M7A1Y7
or at suchother address or facsimile number at whichthe addressee' may fromtime to time notify
the addressor. Any notice deliveredby personal delivery or by courier to the party to whomit is
addressedas providedabove shall be deemedto have been given andreceivedon the day it is so
deliveredat suchaddress. I f suchday is not a Business Day (as definedin the Pension
Agreement), or if the notice is receivedafter 4:00 p.m. (addressee's local time), then the notice
shall be deemedto have been given andreceivedon the next Business Day. Any notice sent by
registeredmail shall be deemedto have been given andreceivedon the third. Business Day
followingthe date of its mailing. Any notice transmittedby facsimile shall be deemedto have
been given andreceivedon the day on whichtransmission is confirmed. I f suchday is not a
Business Day or if the facsimile transmission is receivedafter 4:00 p.m. (addressee's local time),
then the notice shall be deemedto have been given andreceivedon the first Business Day after
its transmission.
5.4 Counterparts
This Agreement may be executedin any number of counterparts (includingby way of
facsimile) andall of suchcounterparts taken together will be deemedto constitute one andthe
same instrument.
I N WI TNESSWHEREOF, eachof the signatories hereto has causedthis Agreement to
be signedby its respective duly authorizedofficers or representatives as of the date first above
written.
437
- 7 -
STEL
Per;
.AtN.101
Title: Cieo.IA te ait)
Per:
Name:
Title:
Per:
Name:
Title:
SUPERINTENDENT OFFINANCIAL
SERVICES
Per:
Name; K. David Gordon
Title: DeputySuperintendent, Pensions
HER MAJESTY THE QUEEN IN RIGHT
OFTHE PROVINCE OFONTARIO AS
REPRESENTED BY THE MINIMA OF
FINANCE
Per:
Name; Hon. Greg Sorbara
Title: Minister of Finance
GOODMANn5482955.7
438
r- ..
Per:
tie:
- 7 -
STELCO INC.
Per:
Name:
Title:
Per:
Name:
Title:
SERVICES
Per:
Name: K. David Gordon
REPRESENTED BY THE MINISTER OF
FINANCE
Per:
Name: Hon, Greg. Sorbara
GOODMANS115482955.7
439
- 7 -
STELCO INC.
Per:
Name:
Title:
Per:
Title:
Per:
Name:
Title:
SUPERINTENDENT OFFINANCIAL .
SERVICES
,. .. .' _ ... ;/
HER MAJESTY 'UM QUEEN IN RIGHT
OF
PROV 4CE OFONTARIO AS
MIRES ED Y THE MINISTER OF
MAN
Per:
Per:
on. Greg Sorbara
ister of Finance
GOODMANS1154S2955.1
440
SCHEDULE "A"
AMENDMENT TO PENSION AGREEMENT
THIS AMENDMENT made the day of , 2007.
BETWEEN:
STELCO INC,
("Stelco")
and
HAMILTON COKE LIMITED PARTNERSHIP, HAMILTON
LAND LIMITED PARTNERSHIP, HAMOLTON STEEL LIMITED
PARTNERSHIP, LAKE ERIE COKE LIMITED PARTNERSHIP,
LAKE ERIE LAND LIMITED PARTNERSHIP and LAKE ERIE
STEEL LIMITED PARTNERSHIP
(collectively, the "Limited Partnerships")
and
SUPERINTENDENT OFFINANCIAL SERVICES
and
PROVINCE OFONTARIO AS REPRESENTED BY THE
MINISTER OFFINANCE
(the "Province")
WHEREAS Stelco, the Limited Partnerships, the Superintendent and the Province
previously entered into the Pension Agreement dated March 31, 2006 (the "Pension
Agreement"); and
WHEREAS, pursuant to the Agreement regarding Stelco Inc. Pension Plans made the
day of August, 2007, among, inter alia, Stelco, the Superintendent and the Province,
Steleo, the Superintendent and the Province have agreed to make certain changes to the Pension
Agreement, as set forth below.
NOW THEREFORE, for value received (the receipt and sufficiency of which are
herebyacknowledged), the parties hereto agree as follows:
441
1.1
entirety:
- 2-
ARTICLE I
AMENDMENTS
The followingprovisions of the Pension Agreement are hereby deletedin their
(a) The definitions of "Average Liquidity", "EBI TDA", "Free CashFlow",
"Free CashFlowContribution", "Liquidity" and"Liquidity Limit Amount" fromSection 1.1;
(b)
Section 3.3; and
(e)
Section 3.8.
1,2The definition of "Allocation Process" in Section 1.'l of the Pension Agreement is

hereby amendedto readin its entirety as follows:
"Allocation Process" means the process for determiningthe
proportion of contributions to be allocatedto eachof the Stelco
Main Pension Plans, includingany allocations of additional
contributions as set out in Section 3.6 of this Agreement, andany
adjustments as requiredby Section 3.2(5) of this Agreement, all as
set out in the Stelco Regulation.
1.3
Section 3.7(2) of the Pension Agreement is hereby amendedto readin its entirety
as follows:
(2) Persons requiredto make Level Contributions to the Stelco
Main Pension Plans on behalf of an employer shall be any Person
who is a member of the Stelco Group. Notwithstandingany term
or condition herein, eachmember of the Stelco Groupshall be
liable for all Level Contributions requiredto be made to the Stelco
Main Pension Plans, but (other than Stelco andSteel GPs on behalf
of the Steel LPs as set out in Section 3.7(3)) (a) no member of the
Stelco Groupshall have any obligations in respect of the Stelco
Main Pension Plans other than the Level Contributions, and(b) for
greater certainty, no member of the Stelco Groupshall be deemed
to be an employer for any purposes under the PBAor subject to
any other obligations imposedon an employer under the PBAby
virtue only of its liability hereunder.
1.4 Except as amendedhereby, the Pension Agreement shall remain in full force and
effect in accordance withits terms.
442
- 3 -
ARTICLE II
GENERAL

This Amendment is binding upon Stelco and the Limited Partnerships, their successors
and permitted assigns, provided, however, that neither Stelco nor anyof the Limited Partnerships
shall assign its rights and obligations hereunder without the prior written consent of the Province
and the Superintendent. The benefit hereof extends to the Province and the Superintendent and
their successors and assigns.
2.2 Governing Law

This Amendment will be governed byand interpreted and enforced in accordance with
the laws of the Province of Ontario and the federal laws of Canada applicable therein. Stelco
herebyirrevocablyconsents and submits to the exclusive jurisdiction of the Ontario Superior
Court of Justice and waives anyobjection based on venue or forum non conveniens with respect
to anyaction commenced in connection with this Amendment.
2.3 Notice
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 deliveryor deliverybyrecognized national courier, sent byfacsimile transmission or
delivered byregistered mail addressed as follows:
(a) If to Stelco: Stelco Inc.
386 Wilcox Street
P.O. 13ox 2030
Hamilton, Ontario
L8L 815
Attention: Chief Financial Officer
(b)
If to Hamilton Coke Limited Partnership, byits general partner Hamilton Coke
GP Inc.:
Hamilton Coke Limited Partnership
386 Wilcox Street
Hamilton, Ontario
L8L 810
443
- 4 -
(c)
I f to Hamilton LandLimitedPartnership, by its general partner Hamilton Land
GPI nc.:
Hamilton LandLimitedPartnership
386 WilcoxStreet
Hamilton, Ontario
L8L8K5
(d) I f to Hamilton Steel LimitedPartnership, by its general partner Hamilton Steel GP
I nc.:
Hamilton Steel LimitedPartnership
386 WilcoxStreet
Hamilton, Ontario
L8L81(5
I f to Lake Erie Coke LimitedPartnership, by its general partner Lake Erie Coke
GPI nc.:
Lake Erie Coke LimitedPartnership
2330 Regional Road#3
General Delivery
Nanticoke, Ontario
NOA1L0
Attention: Chief Financial Officer:
I f to Lake Erie LandLimitedPartnership, by its general partner Lake Erie Land
GPI nc.:
Lake Erie LandLimitedPartnership
General Delivery
Nanticoke, Ontario
NOA1L0
(e)
(I )
444
- 5 -
(g)
I f to Lake Erie Steel LimitedPartnership, by its general partner Lake Erie Steel
GPI nc.:
Lake Erie Steel LimitedPartnership
General Delivery
Nanticoke, Ontario
NOA1L0
(h) I f to the Province: Minister of Finance
Ministry of Finance
Toronto, Ontario
M7A1Y7
-and-
Ministry of Finance
Toronto, Ontario
M7A1Y7
(i) I f to the Superintendent: Deputy Superintendent; Pensions
5160 Yonge Street
4thFloor, Box85
Toronto, Ontario
M2N 6L9
or at suchother address or facsimile number at whichthe addressee may fromtime to time notify
deliveredat suchaddress. I f suchday is not a Business Day (as definedin the Pension.
registeredmail shall be deemedto have been given andreceivedon the third Business Day
been given andreceivedon the day in whichtransmission is confirmed. I f suchday is not a
445
-6-
its transmission.
2.4 Counterparts
This Amendment may be executedin counterparts (includingby way of facsimile) and
suchcounterparts taken together will be deemedto constitute one andthe same instrument.
I N WI TNESSWHEREOF, the parties hereto have executedthis Amendment on the
date first above written.
STELCO I NC.
Per:
Name:
Title:
HAMI LTON COKELI MI TED
PARTNERSHI P,
by its general partner
HAMI LTON COKEGPI NC.
Per:
Name:
Title:
HAMI LTON LANDLI MI TED
PARTNERSHI P, by its general partner.
HAMI LTON LANDGPI NC.
Per:
Name:
Title:
446
- 7 -
HAMILTON STEEL LIMITED
PARTNERSHIP, byits general partner
HAMILTON STEEL GP INC.
Per:
Name:
Title:
LAM ERIE COKE LIMITED
LAKE ERIE COM GP INC.
Per:
Name:
Title:
LAKE ERIE LAND LIMITED
LAKE ERIE LAND GP INC.
Per:
Name:
Title:
LAKE ERIE STEEL LIMITED
LAKE ERIE STEEL GP INC.
Per:
Name:
447
- 8 -
SERVICES
Per:
HER MAJESTY THE QUEEN EN RIGHT
Or THE PROVINCE OFONTARIO AS
FINANCE
Per:
Name; Harr, Greg Sorbara
GOODMANS115403628.6
448
SCHEDULE"B"
GUARANTEE
This GUARANTEEgranted
2007,
BY
UnitedStates Steel Corporation ("USS")
I N FAVOUR OFThe Superintendent of Financial Services (Ontario) (the
"Superintendent") andHer Majesty the Queen in right of the
Province of Ontario as Representedby the Minister of Finance
(the "Province" and, collectively withthe Superintendent, the
"Beneficiaries")
WHEREAS, pursuant to that certain Pension Agreement datedMarch31, 2006
(the "Pension Agreement") by andamongStelco I nc. ("Stelco") certain subsidiaries of Stelco
andthe Beneficiaries, Stelco undertookcertain obligations of performance andpayment;
ANDWHEREASa subsidiary of USShas acquiredthe shares of Stelco pursuant
to a plan of arrangement and, in connection therewith, certain arneadments are beingmade to the
Pension Agreement andto the loan agreement between Stelco I nc. andthe Province datedMarch
31, 2006 andUSShas agreedto guarantee payment andperformance of certain obligations of
Stelco under the Pension Agreement.
NOW, THEREFORE, in consideration of the premises andthe covenants
hereinafter contained, USSagrees as follows:
I Interpretation
"Obligations" shall mean all obligations of performance andpayment undertaken
by Stelco pursuant to Sections 3.2, 3.4 and3.5 and. Article 7 of the Pension Agreement.
2, Guarantee
USShereby unconditionally andirrevocably guarantees the full andprompt
payment of the Obligations. USSfurther guarantees that the Obligations will be performedfully,
promptly, andstrictly in accordance withtheir terms. This guarantee is given on the following
basis:
(a)
Eachandevery default in any payment or performance of any of the Obligations
shall give rise to a separate claimandcause of action hereunder, andseparate
claims or suits may be made andbrought, as the case may be, hereunder as each
suchdefault occurs.
449
- 2 -
USS's guarantee is to be a continuing, absolute andunconditional guarantee of
payment andperformance as aforesaidandshall remain in fall force andeffect
until eachandall of the Obligations shall have been fully andsatisfactorily paidor
dischargedin accordance withtheir terms andprovisions, andUSSshall have
fully andsatisfactorily dischargedall of its obligations hereunder.
The liability of USShereunder shall remain in full force andeffect irrespective of:
(i)
the legality, validity, regularity or enforceability of the Pension Agreement,
or of any assignment, amendment, modification, or termination of the
Pension Agreement, andshall in no way be affectedor impairedby (andno
notice to USSshall be requiredin respect of) any compromise, waiver,
settlement, release, renewal, extension, indulgence, amendment, addition,
deletion, change in, modification of, or release of any security for, any of the
obligations andliabilities of Stelco under or pnrsuant to the Obligations;
(ii) any failure, neglect or omission on the part of the Superintendent or the
Province or any other person to give USSnotice of the occurrence of any
default by Stela) under the Obligations;
(iii) any amalgamation, merger or consolidation of Stelco or any sale, lease or
transfer of any of the assets of Stelco or any change in the ownershipof any
shares of the capital stockof Stelco;.
(iv) any release, compromise, waiver, settlement, indulgence or modifications
withrespect to any obligor other than Stelco under the Pension Agreement
or the obligations of any obligor other than Stelco under the Pension
Agreement; and
(v) any other occurrence or circumstance whatsoever, whether similar or
dissimilar to the foregoing, andany other circumstance that might otherwise
constitute a legal or equitable defense or discharge of the liabilities of USS
hereunder.
(d) The obligations andliability of USShereunder shall not be impaired, diminished,
abatedor otherwise affected(i) by any set-off, defense or counterclaimthat Stelco
or USSmay have or claimto have, at any time or fromtime to time, or (ii) by the
commencement by or against Stelco or USSof any proceedings under any
bankruptcy or insolvency lawor laws relatingto the relief of debtors,
readjustment of indebtedness, reorganizations, arrangements, compositions or
extension or other similar laws.
(b)
(c)
(e)
This guarantee is in addition to andnot in substitution for any other guarantee or

security by whomsoever given.
450
- 3 -
(f)
I t is the intent andpurpose hereof that USSshall not be entitledto claimand
hereby waives any andall defenses available to guarantors, sureties andother
secondary parties at lawor in. equity. Without limitingthe generality of the
foregoing, USShereby waives notice of acceptance of this agreement andof the
non-performance by Stelco, diligence, presentment, protest, dishonour, demand
for payment on Stelco andnotice of non-payment or failure to performon the part
of Stelco andall other notices whatsoever. The guarantee hereunder is a
guarantee of payment, performance andcompliance. I n order to holdUSSliable
hereunder, there shall be no obligation on the part of the Superintendent or the
Province at any time to demandor resort for payment or performance to Stelco, its
properties or assets or to any security, property or other rights or remedies
whatsoever, nor shall there be any requirement that Stelco be joinedas a party to
any proceedingfor the enforcement of any provisica of USS's guarantee herein,
andthe Beneficiaries shall have the right to enkprce USS's guarantee herein
irrespective of whether or not legal proceedings or other enforcement efforts
against Stelco are pending. Without limitingthe foregoing, it is understoodthat
repeatedandsuccessive demands may be made andrecoveries may be had
hereunder as andwhen, fromtime to time, Stelco shall default under the
Obligations, andthat, notwithstandingrecovery hereunder for or in respect of any
suchdefault, USS's guarantee shall remain in force andeffect andshall apply to
eachandevery subsequent default. So longas Ste:leo shall not have fully paid,
performed, or dischargedall of the Obligations, any claimwhichUSSshall have
against Stelco by reason of any payment pursuant 'to the provisions hereof shall
not be assertedor enforcedor collectedas against (or to the detriment of) Stele
(includingwithout limitation, any liquidator, trustee in bankruptcy, assignee for
the benefit of creditors or receiver of property or as ;ets of Stelco, as the case may
be).
(g)
Neither the Province nor the Superintendent shall be boundto exhaust its recourse
against Stelco, others or any securities or other guarantees it may at any time hold
before beingentitledto payment fromUSShereunder andUSSrenounces all
benefit of discussion anddivision.
3. Written Waiver
No act or omission of any kindor at any time on the part of the Superintendent,
the Province or Stelco in respect of any matter whatsoever including, without limitation, any
omission in performance of the Obligations, shall in any way affect or impair the guarantee
hereunder, save for an express written waiver or variation of its terms, whichshall be effective
only withrespect to the party grantingthe same andits successors andassigns.
451
-4-
4. Continuing Guarantee
The guarantee hereunder shall continue to be effective, or be reinstated, as the
case may be, if at any time payment, or any part thereof, of any of the Obligations is rescindedor
must otherwise be returnedfromthe Stelco Main Pension Plans (as definedin the Pension
Agreement), upon the insolvency, bankruptcy or reorganization of Stelco, or otherwise, all as
thoughsuchpayment hadnot been made.
5. Acknowledgment
USSacknowledges that it has reviewedthe Pension Agreement in its entirety and
that no provision of the Pension Agreement not specifically mentionedherein shall derogate from
or diminishthe obligations andliability of USShereunder.
6. Successors and Assigns
This guarantee is bindingupon USS, its successors andpermittedassigns;
provided, however, that USSshall not assign its rights or obligations hereunder without the prior
written consent of the Beneficiaries. The benefit hereof extends to the Beneficiaries andtheir
successors andassigns.
7. Costs of Enforcement
USSagrees to pay to the Beneficiaries any andall costs andexpenses, including
legal fees on a full indemnity basis, paidor incurredby either or bothof themin connection with
enforcingtheir rights hereunder.
8. Governing Law
This guarantee will be governedby andinterpretedandenforcedin accordance
withthe laws of the Province of Ontario andthe federal laws of Canada applicable therein. USS
hereby irrevocably consents andsubmits to the exclusive jurisdiction of the Ontario Superior
Court of Justice andwaives any objection basedon venue or forum non conveniens withrespect
to any action commencedin connection withthis guarantee,
USShereby appoints. Douglas Rienzo as agent to receive on its behalf service of
copies of any notice to be deliveredor any process that might be servedunder this guarantee or in
an action or proceedingor enteringof judgment. The Beneficiaries or either of themmay make
service on USSby sendingor deliveringa copy of any document to USSin care of its agent at
the address andin the manner providedfor the givingof notices in Section 9 below.
452
9. Notice
All notices, requests, demands or other communications requiredor permittedto
be given by one party to another under this guarantee shall be given in writinganddeliveredby
personal delivery or delivery by recognizednational courier, sent by facsimile transmission or
deliveredby registeredmail addressedas follows:
(a) I f to USS:
(b) I f to the Superintendent:
(c) I f to the Province:
600 Grant Street
Attention:
James D. Garraux
General Counsel &
Sr. Vice President
Deputy Superintendent, Pensions
5160 Yonge S,:reet
4thFloor, Box85
Toronto, Ontario
M2N 6L9
Minister of Finance
Ministry of Finance
Toronto, Ontario
M7A1Y7
-and-
Ministry of Finance
7 Queen's Park. Crescent, 7th Floor
Toronto, Ontario
M7A1Y7
453
- 6 -
registeredmail shall be deemedto have been given andreceivedon the thirdBusiness Day
followingthe date of its mailing. Any notice transmittedby facs.mile shall be deemedto have
its transmission.
I N WI TNESSWHEREOFUSShas duly executedthis guarantee on the date
first written above.
UNI TEDSTATESSTEELCORPORATI ON
Per:
Name:
Title:
Per:
Name:
Title:
GOODMANSA5482994.8
454
SCHEDULE "C"
AMENDMENT TO PROVINCE NOTE LOAN AGREEMENT
THIS AMENDMENT made the day of , 2007.
BETWEEN:
STELCO INC.
(the "Borrower")
and
PROVINCE OFONTARIO AS REPRESENTED BY THE
MINISTER OFFINANCE
(the "Province")
WHEREAS the Borrower and the Province previouslyentered 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
dayof 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
herebyacknowledged), 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).
455
- 2 -
1.2
Section 2.8(1) of the Loan Agreement is hereby amendedto readin its entirety as
follows:
Unless otherwise expressly providedin this Agreement, the Borrower shall make any
cashpayment requiredto be made by it to the Province by depositingthe amount of the
payment into an account specifiedby 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 amendedto readin 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 providedthat any assignee is not a competitor of Stele or any of the
Guarantors andprovidedthat suchAssignee shall agree to be boundby the Province
I ntercreditor Agreement. Upon an assignment, the Assignee shall have the same rights
andbenefits andbe subject to the same limitations under this Agreement as it wouldhave
if it were the Province, providedthat no Assignee shall be entitledto receive any greater
payment, on a cumulative basis, pursuant to Section 7.7 than the Province wouldhave
been entitledto receive.
1.4 Except as amendedhereby, the Loan Agreement shall remain in full force and
ARTICLE H
GENERAL

This Amendment is bindingupon the Borrower, its successors andpermittedassigns;
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 andits
2.2Governing Law
This Amendment will be governedby andinterpretedandenforcedin accordance with
the laws of the Province of Ontario andthe federal laws of Canada applicable therein. The
Borrower hereby irrevocably consents andsubmits to the exclusive jurisdiction of the Ontario
Superior Court of Justice andwaives any objection basedon venue or forum non conveniens
withrespect to any action commencedin connection withthis Amendment.
2.3 Notice
by one party to another under this Amendment shall be given in writinganddeliveredby
456
- 3 -
(a) I f to the Borrower: Stelco I nc.
386 WilcoxStreet
P.O. Box2030
Hamilton, Ontario
L8L81(5
(b) I f to the Province: Minister of Finance
Ministry of Finance
Toronto, Ontario
M7A1117
-and-
Chief Executive Officer
Ontario FinancingAuthority
1 Dundas St. W., 14th Floor
Toronto, Ontario
MSG 1Z3
deliveredat suchaddress. I f suchday is not a Business. Day (as definedin the Loan Agreement),
or if the notice is receivedafter 4:00 p.m. (addressee's local time), then the notice shall be
deemedto have been given andreceivedon the next Business Day. Any notice sent by
its transmission.
2.4 Counterparts
suchcounterparts taken together will be deemedto constitute one a-ndthe same instrument.
IN WITNESS WHEREOF, the parties hereto have executedthis Amendment on the
457
- 4 -
STELCO INC.
Per:
Name:
Title:
Per:
Name:
Title:
OFlitE PROVINCE OFONTARIO AS
REPRESENTED 113Y THE MINISTER OF
FINANCE
Per:
Name: Hon . Greg Sorbara
GOODMANS115482925.8
458
459
AMENDMENTTO PENSI ON AGREEMENT
THI SAMENDMENTmade the3114- day of C)C1-thee , 2007.
BETWEEN:
STELCO I NC.
("Stelco")
and
HAMI LTON COKELI MI TEDPARTNERSHI P, HAMI LTON
LANDLI MI TEDPARTNERSHI P, HAMI LTON STEELLI MI TED
PARTNERSHI P, LAKEERI ECOKELI MI TEDPARTNERSHI P,
LAKEERI ELANDLI MI TEDPARTNERSHI PandLAKEERI E
STEELLI MI TEDPARTNERSHI P
(collectively, the "LimitedPartnerships")
and
SUPERI NTENDENTOFFI NANCI ALSERVI CES
and
HER MAJESTYTHEQUEEN I N RI GHTOFTHE
PROVI NCEOFONTARI O ASREPRESENTEDBYTHE
MI NI STER OFFI NANCE
(the "Province")
WHEREASStelco, the LimitedPartnerships, the Superintendent andthe Province
previously enteredinto the Pension Agreement datedMarch31, 2006 (the "Pension
Agreement"); and
WHEREAS, pursuant to the Agreement regardingStelco I nc. Pension Plans made the
day of August, 2007, among, inter alia, Stelco, the Superintendent andthe Province,
Stelco, the Superintendent andthe Province have agreedto make certain changes to the Pension
Agreement, as set forthbelow.
NOWTHEREFORE, for value received(the receipt andsufficiency of whichare
hereby acknowledged), the parties hereto agree as follows:
AMENDMENT TO PENSION AGREEMENT
THIS AMENDMENT made the31 1t day of C t 6 i o el ,2007.
BETWEEN:
STELCO INC.
("Stelco")
and
HAMILTON COKE LIMITED PARTNERSHIP, HAMILTON
LAND LIMITED PARTNERSHIP, HAMILTON STEEL LIMITED
PARTNERSHIP, LAKE ERIE COKE LIMITED PARTNERSHIP,
LAKE ERIE LAND LIMITED PARTNERSHIP and LAKE ERIE
STEEL LIMITED PARTNERSHIP
(collectively,the "Limited Partnerships")
and
SUPERINTENDENT OF FINANCIAL SERVICES
and
HER MAJESTY THE QUEEN IN RIGHT OF THE
PROVINCE OF ONTARIO AS REPRESENTED BY THE
MINISTER OF FINANCE
(the "Province")
WHEREAS Stelco,the Limited Partnerships,the Superintendent and the Province
previously entered into the Pension Agreement dated March 31,2006 (the "Pension
Agreement"); and
WHEREAS, pursuant to the Agreement regarding Stelco Inc. Pension Plans made the
day of August,2007,among,i nt er alla, Stelco,the Superintendent and the Province,
Stelco,the Superintendent and the Province have agreed to make certain changes to the Pension
Agreement,as set forth below.
NOWTHEREFORE, for value received (the receipt and sufficiency of which are
hereby acknowledged),the parties hereto agree as follows:
460
1.1
entirety:
- 2 -
ARTI CLEI
AMENDMENTS
The followingprovisions of the Pension Agreement are hereby deletedin their
(a) The definitions of "Average Liquidity", "EBI TDA", "Free CashFlow",
"Free CashFlowContribution", "Liquidity" and"Liquidity Limit Amount" fromSection 1.1;
(b) Section 3.3; and
(c) Section 3.8.
1.2The definition of "Allocation Process" in Section 1.1 of the Pension Agreement is

hereby amendedto readin its entirety as follows:
"Allocation Process" means the process for determiningthe
proportion of contributions to be allocatedto eachof the Stelco
Main Pension Plans, includingany allocations of additional
contributions as set out in Section 3.6 of this Agreement, andany
adjustments as requiredby Section 3.2(5) of this Agreement, all as
1.3
Section 3.7(2) of the Pension Agreement is hereby amendedto readin its entirety
as follows:
(2) Persons requiredto make Level Contributions to the Stelco
who is a member of the Stelco Group. Notwithstandingany term
or condition herein, eachmember of the Stelco Groupshall be
liable for all Level Contributions requiredto be made to the Stelco
Main Pension Plans, but (other than Stelco andSteel GPs on behalf
Stelco Groupshall have any obligations in respect of the Stelco
Main Pension Plans other than the Level Contributions, and(b) for
greater certainty, no member of the Stelco Groupshall be deemed
to be an employer for any purposes under the PBAor subject to
any other obligations imposedon an employer under the PBAby
1.4 Except as amendedhereby, the Pension Agreement shall remain in full force and
1.1
entirety:
- 2 -
ARTICLE I
AMENDMENTS
The following provisions of the Pension Agreement are hereby deleted in their
(a) The definitions of "Average Liquidity","EBITDA","Free Cash Flow",
"Free Cash Flow Contribution","Liquidity" and "Liquidity Limit Amount" from Section 1.1;
(b) Section 3.3; and
(c) Section 3.8.
1.2 The definition of "Allocation Process" in Section 1.1 of the Pension Agreement is
hereby amended to read in its entirety as follows:
"Allocation Process" means the process for determining the
proportion of contributions to be allocated to each of the Stelco
Main Pension Plans,including any allocations of additional
contributions as set out in Section 3.6 of this Agreement,and any
adjustments as required by Section 3.2(5) of this Agreement,all as
1.3
Section 3.7(2) of the Pension Agreement is hereby amended to read in its entirety
as follows:
(2) Persons required to make Level Contributions to the Stelco
who is a member of the Stelco Group. Notwithstanding any term
or condition herein,each member of the Stelco Group shall be
liable for all Level Contributions required to be made to the Stelco
Main Pension Plans,but (other than Stelco and Steel GPs on behalf
Stelco Group shall have any obligations in respect of the Stelco
Main Pension Plans other than the Level Contributions,and (b) for
greater certainty,no member of the Stelco Group shall be deemed
to be an employer for any purposes under the PBA or subject to
any other obligations imposed on an employer under the PBA by
1.4 Except as amended hereby,the Pension Agreement shall remain in full force and
effect in accordance with its terms.
461
- 3 -
ARTICLE II
GENERAL
2.1 Successors andAssigns

This Amendment is bindingupon Stelco andthe LimitedPartnerships, their successors
andpermittedassigns, provided, however, that neither Stelco nor any of the LimitedPartnerships
shall assign its rights andobligations hereunder without the prior written consent of the Province
andthe Superintendent. The benefit hereof extends to the Province andthe Superintendent and
their successors andassigns.
2.2Governing Law
This Amendment will be governedby andinterpretedandenforcedin accordance with
the laws of the Province of Ontario andthe federal laws of Canada applicable therein. Stelco
Court of Justice andwaives any objection basedon venue or forum non conveniens withrespect
to any action commencedin connection withthis Amendment.
2.3Notice
by one party to another under this Amendment shall be given in writinganddeliveredby
(a) I f to Stelco: Stelco I nc.
386 WilcoxStreet
P.O. Box2030
Hamilton, Ontario
L8L8K5
(b) I f to Hamilton Coke LimitedPartnership, by its general partner Hamilton Coke
GPI nc.:
Hamilton Coke LimitedPartnership
386 WilcoxStreet
Hamilton, Ontario
L8L8K5
- 3 -
ARTICLE II
GENERAL
This Amendment is binding upon Stelco and the Limited Partnerships,their successors
and permitted assigns,provided,however,that neither Stelco nor any of the Limited Partnerships
shall assign its rights and obligations hereunder without the prior written consent of the Province
and the Superintendent. The benefit hereof extends to the Province and the Superintendent and
their 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. Stelco
hereby irrevocably consents and submits to the exclusive jurisdiction of the Ontario Superior
Court of Justice and waives any objection based on venue or fo rum no n co nveni ens with respect
to any action commenced in connection with this Amendment.
2.3 Notice
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:
(a) If to Stelco: Stelco Inc.
386 Wilcox Street
P.O. Box 2030
Hamilton,Ontario
L8L 8K5
Attention:Chief Financial Officer
(b) If to Hamilton Coke Limited Partnership,by its general partner Hamilton Coke
GP Inc.:
Hamilton Coke Limited Partnership
386 Wilcox Street
Hamilton,Ontario
L8L 8K5
462
- 4 -
(c)
I f to Hamilton LandLimitedPartnership, by its general partner Hamilton Land
GPI nc.:
Hamilton LandLimitedPartnership
386 WilcoxStreet
Hamilton, Ontario
L8L8K5
(d) I f to Hamilton Steel LimitedPartnership, by its general partner Hamilton Steel GP
I nc.:
Hamilton Steel LimitedPartnership
386 WilcoxStreet
Hamilton, Ontario
L8L8K5
(e)
I f to Lake Erie Colce LimitedPartnership, by its general partner Lake Erie Coke
GPI nc.:
Lake Erie Coke LimitedPartnership
General Delivery
Nanticoke, Ontario
NOA1L0
Attention: Chief Financial Officer:
(f)
I f to Lake Erie LandLimitedPartnership, by its general partner Lake Erie Land
GPI nc.:
Lake Erie LandLimitedPartnership
General Delivery
Nanticoke, Ontario
NOA1L0
- 4 -
(e)
If to Hamilton Land Limited Partnership,by its general partner Hamilton Land

GP Inc.:
Hamilton Land Limited Partnership
386 Wilcox Street
Hamilton,Ontario
L8L 8K5
(d) If to Hamilton Steel Limited Partnership,by its general partner Hamilton Steel GP
Inc.:
Hamilton Steel Limited Partnership
386 Wilcox Street
Hamilton,Ontario
L8L 8K5
(e)
If to Lake Erie Coke Limited Partnership,by its general partner Lake Erie Coke
GP Inc.:
Lake Erie Coke Limited Partnership
2330 Regional Road #3
General Delivery
Nanticoke,Ontario
NOA 1L0
Attention:Chief Financial Officer:
(f)
If to Lake Erie Land Limited Partnership,by its general partner Lake Erie Land
GP Inc.:
Lake Erie Land Limited Partnership
General Delivery
Nanticoke,Ontario
NOA 1L0
463
- 5 -
(g) I f to Lake Erie Steel LimitedPartnership, by its general partner Lake Erie Steel
GPI nc.:
Lake Erie Steel LimitedPartnership
General Delivery
Nanticoke, Ontario
NOA1L0
(h) I f to the Province: Minister of Finance
Ministry of Finance
Toronto, Ontario
M7A1Y7
-and-
Ministry of Finance
Toronto, Ontario
M7A1Y7
(i) I f to the Superintendent: Deputy Superintendent, Pensions
5160 Yonge Street
4thFloor, Box85
Toronto, Ontario
M2N 6L9
- 5 -
(g) If to Lake Erie Steel Limited Partnership,by its general partner Lake Erie Steel
GP Inc.:
Lake Erie Steel Limited Partnership
General Delivery
Nanticoke,Ontario
NOA 1L0
(h) If to the Province:Minister of Finance
Ministry of Finance
7 Queen's Park Crescent,76 Floor
Toronto,Ontario
M7A 1Y7
-and-
Ministry of Finance
7 Queen's Park Crescent,7th Floor
Toronto,Ontario
M7A 1Y7
(i) If to the Superintendent:Deputy Superintendent,Pensions
5160 Yonge Street
4th Floor,Box 85
Toronto,Ontario
M2N 6L9
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 Pension
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),
464
- 6 -
its transmission.
2.4 Counterparts
suchcounterparts taken together will be deemedto constitute one andthe same instrument.
IN WITNESS WHEREOF, the parties hereto have executedthis Amendment on the
STEL
Per:
Title:
HAMILTON COKE LIMITED
PARTNERSHIP,
by its g -r:, partner ii
HAMI .k 0, COKE GP INC.
Title:
HAMI TO LAND LIMITED
PART IP, by its general partner
HAM AND GP INC.
Per:
Per:
Title:
- 6 -
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
STEL
Per:
Title:
HAMILTON COKE LIMITED
PARTNERSHIP,
\
by its g - -r:,partner
HAMI.k 0 , \COKE GP INC.
Title:
HAM! TO LAND LIMITED
PARTIP, by its general partner
HAM AND GP INC.
Per:
Title:
465
Per:
N
-7-
HAMI LTON STEELLI MI TED
PARTNE' ' P, by its general partner
HAMI LVI EELGPI NC.
\ N
....N.
Title:
LAKEERI ECOKELI MI TED
PARTR I P, by its general partner
\ LAK 1 ' LOKEGPI NC.
1
\
Title:
LAKEELAND LI MI TED
PARTNER I P, by its general partner
LAK ANDGPI NC.
Per:
N
Per:
Per:
Title:
LAKEERI STEELLI MI TED
PARTN P, by its general partner
LAKEEELGPI NC.
Title:
- 7 -
HAMILTO STEEL LIMITED
PARTNE ' ' \P, by its general partner
HAMIL VIEEL GP INC.
\Nk
... _ NW
Per:
Title:
LAKE ERIE COKE LIMITED
PART It: IP, by its general partner
LAK 1 ' ' . L OKE GP INC.
li
1\
. 1 0 0
.
Title:
LAKE E LAND LIMITED
PARTNER IP, by its general partner
LAKAND GP INC.
Per:
Title:
LAKE ERI STEEL LIMITED
PARTNP, by its general partner
LAKE EEL GP INC.
Per:
Title:
466
SERVICES
Per:
- 8 -
Name: K. DavidGordon
Title: Deputy Superintendent, Pensions
HER MAJESTY THE QUEEN IN RIGHT.
FINANCE
Per:
GOODMANSV5483628.6
SUPERINTENDENT OF FINANCIAL
SERVICES
Per:
- 8 -
Title: Deputy Superintendent,Pensions
OF THE PROVINCE OF ONTARIO AS
FINANCE
Per:
467
- 8 -
SUPERI NTENDENTOFFI NANCI AL
SERVI CES
Per:
Name: K. DavidGordon
Title: Deputy Superintendent, Pensions
HER MAJESTYTHEQUEEN I N RI GHT
OFTHEPROVI NCEOFONTARI O AS
REPRESENTEDBYTHEMI NI STER OF
FI NANCE
Per:
Ti e: Minister of Finance
GOODMANS\ \ 5483628.6
- 8 -
SUPERINTENDENT OF FINANCIAL
SERVICES
Per:
Title: Deputy Superintendent,Pensions
OF THE PROVINCE OF ONTARIO AS
FINANCE
Tii()L e: Minister of Finance
Per:
,
468
469
GUARANTEE
This GUARANTEE granted OCkOh&' 31
, 2007,
BY
UnitedStates Steel Corporation ("USS")

I N FAVOUROFThe Superintendent of Financial Services (Ontario) (the
"Superintendent") andHer Majesty the Queen in right of the
Province of Ontario as Representedby the Minister of Finance
(the "Province" and, collectively withthe Superintendent, the
"Beneficiaries")
WHEREAS, pursuant to that certain Pension Agreement datedMarch31, 2006
(the "Pension Agreement") by andamongStelco I nc. ("Stelco"), certain subsidiaries of Stelco
andthe Beneficiaries, Stelco undertookcertain obligations of performance andpayment;
AND 'WHEREAS a subsidiary of USShas acquiredthe shares of Stelco pursuant
to a plan of arrangement and, in connection therewith, certain amendments are beingmade to the
Pension Agreement andto the loan agreement between Stelco I nc. andthe Province datedMarch
31, 2006 andUSShas agreedto guarantee payment andperformance of certain obligations of
NOW, THEREFORE, in consideration of the premises andthe covenants
hereinafter contained, USSagrees as follows:
1. Interpretation
"Obligations" shall mean all obligations of performance andpayment undertaken
by Stelco pursuant to Sections 3.2, 3.4 and3.5 andArticle 7 of the Pension Agreement.
2. Guarantee
USShereby unconditionally andirrevocably guarantees the full andprompt
payment of the Obligations. USSfurther guarantees that the Obligations will be performedfully,
promptly, andstrictly in accordance withtheir terms. This guarantee is given on the following
basis:
(a) Eachandevery default in any payment or performance of any of the Obligations
shall give rise to a separate claimandcause of action hereunder, andseparate
claims or suits may be made andbrought, as the case may be, hereunder as each
suchdefault occurs.
GUARANTEE
This GUARANTEE granted Ocfnio-e( 31
,2007,
BY
United States Steel Corporation ("USS")

IN FAVOUR OFThe Superintendent of Financial Services (Ontario) (the
"Superintendent") and Her Majesty the Queen in right of the
Province of Ontario as Represented by the Minister of Finance
(the "Province" and,collectively with the Superintendent,the
"Beneficiaries")
WHEREAS,pursuant to that certain Pension Agreement dated March 31,2006
(the "Pension Agreement") by and among Stele Inc. ("Stelco"),certain subsidiaries of Stelco
and the Beneficiaries,Stelco undertook certain obligations of performance and payment;
AND 'WHEREAS a subsidiary of USS has acquired the shares of Stelco pursuant
to a plan of arrangement and,in connection therewith,certain amendments are being made to the
Pension Agreement and to the loan agreement between Stelco Inc. and the Province dated March
31,2006 and USS has agreed to guarantee payment and performance of certain obligations of
NOW,THEREFORE,in consideration of the premises and the covenants
hereinafter contained,USS agrees as follows:
1. Interpretation
"Obligations" shall mean all obligations of performance and payment undertaken
by Stele pursuant to Sections 3.2,3.4 and 3.5 and Article 7 of the Pension Agreement.
2. Guarantee
USS hereby unconditionally and irrevocably guarantees the full and prompt
payment of the Obligations. USS further guarantees that the Obligations will be performed fully,
promptly,and strictly in accordance with their terms. This guarantee is given on the following
basis:
(a) Each and every default in any payment or performance of any of the Obligations
shall give rise to a separate claim and cause of action hereunder,and separate
claims or suits may be made and brought,as the case may be,hereunder as each
such default occurs.
470
(1 )
(b)
USS's guarantee is to be a continuing, absolute andunconditional guarantee of
payment andperformance as aforesaidandshall remain in full force andeffect
until eachandall of the Obligations shall have been fully andsatisfactorily paidor
dischargedin accordance withtheir terms andprovisions, andUSSshall have
fully andsatisfactorily dischargedall of its obligations hereunder.
(c)
The liability of USShereunder shall remain in full force andeffect irrespective of:
the legality, validity, regularity or enforceability of the Pension Agreement,
or of any assignment, amendment, modification, or termination of the
Pension Agreement, andshall in no way be affectedor impairedby (andno
notice to USSshall be requiredin respect of) any compromise, waiver,
settlement, release, renewal, extension, indulgence, amendment, addition,
deletion, change in, modification of, or release of any security for, any of the
obligations andliabilities of Stelco under or pursuant to the Obligations;
any failure, neglect or omission on the part of the Superintendent or the
Province or any other person to give USSnotice of the occurrence of any
default by Stelco under the Obligations;
any amalgamation, merger or consolidation of Stelco or any sale, lease or
transfer of any of the assets of Stelco or any change in the ownershipof any
shares of the capital stockof Stelco;
v) any release, compromise, waiver, settlement, indulgence or modifications
withrespect to any obligor other than Stelco under the Pension Agreement
or the obligations of any obligor other than Stelco under the Pension
Agreement; and
(v) any other occurrence or circumstance whatsoever, whether similar or
dissimilar to the foregoing, andany other circumstance that might otherwise
constitute a legal or equitable defense or discharge of the liabilities of USS
hereunder.
(d)
The obligations andliability of USShereunder shall not be impaired, diminished,
abatedor otherwise affected(i) by any set-off, defense or counterclaimthat Stelco
or USSmay have or claimto have, at any time or fromtime to time, or (ii) by the
commencement by or against Stelco or USSof any proceedings under any
bankruptcy or insolvency lawor laws relatingto the relief of debtors,
readjustment of indebtedness, reorganizations, arrangements, compositions or
extension or other similar laws.
(e)
This guarantee is in addition to andnot in substitution for any other guarantee or
security by whomsoever given.
471
(f) I t is the intent andpurpose hereof that USSshall not be entitledto claimand
hereby waives any andall defenses available to guarantors, sureties andother
secondary parties at lawor in equity. Without limitingthe generality of the
foregoing, USShereby waives notice of acceptance of this agreement andof the
non-performance by Stelco, diligence, presentment, protest, dishonour, demand
for payment on Stelco andnotice of non-payment or failure to performon the part
of Stelco andall other notices whatsoever. The guarantee hereunder is a
guarantee of payment, performance andcompliance. I n order to holdUSSliable
hereunder, there shall be no obligation on the part of the Superintendent or the
Province at any time to demandor resort for payment or performance to Stelco, its
properties or assets or to any security, property or other rights or remedies
whatsoever, nor shall there be any requirement that Stelco be joinedas a party to
any proceedingfor the enforcement of any provision of USS's guarantee herein,
andthe Beneficiaries shall have the right to enforce USS's guarantee herein
irrespective of whether or not legal proceedings or other enforcement efforts
against Stelco are pending. Without limitingthe foregoing, it is understoodthat
repeatedandsuccessive demands may be made andrecoveries may be had
hereunder as andwhen, fromtime to time, Stelco shall default under the
Obligations, andthat, notwithstandingrecovery hereunder for or in respect of any
suchdefault, USS's guarantee shall remain in force andeffect andshall apply to
eachandevery subsequent default. So longas Stelco shall not have fully paid,
performed, or dischargedall of the Obligations, any claimwhichUSSshall have
against Stelco by reason of any payment pursuant to the provisions hereof shall
not be assertedor enforcedor collectedas against (or to the detriment of) Stelco
(includingwithout limitation, any liquidator, trustee in bankruptcy, assignee for
the benefit of creditors or receiver of property or assets of Stelco, as the case may
be).
(g)
Neither the Province nor the Superintendent shall be boundto exhaust its recourse
against Stelco, others or any securities or other guarantees it may at any time hold
before beingentitledto payment fromUSShereunder andUSSrenounces all
benefit of discussion anddivision.
Written Waiver
No act or omission of any kindor at any time on the part of the Superintendent,
the Province or Stelco in respect of any matter whatsoever including, without limitation, any
omission in performance of the Obligations, shall in any way affect or impair the guarantee
hereunder, save for an express written waiver or variation of its terms, whichshall be effective
only withrespect to the party grantingthe same andits successors andassigns.
472
Continuing Guarantee
The guarantee hereunder shall continue to be effective, or be reinstated, as the
case may be, if at any time payment, or any part thereof, of any of the Obligations is rescindedor
must otherwise be returnedfromthe Stelco Main Pension Plans (as definedin the Pension
Agreement), upon the insolvency, bankruptcy or reorganization of Stelco, or otherwise, all as
thoughsuchpayment hadnot been made.
Acknowledgment
USSacknowledges that it has reviewedthe Pension Agreement in its entirety and
that no provision of the Pension Agreement not specifically mentionedherein shall derogate from
or diminishthe obligations andliability of USShereunder.
6.
Successors and Assigns
This guarantee is bindingupon USS, its successors andpermittedassigns;
provided, however, that USSshall not assign its rights or obligations hereunder without the prior
written consent of the Beneficiaries. The benefit hereof extends to the Beneficiaries andtheir
Costs of Enforcement
USSagrees to pay to the Beneficiaries any andall costs andexpenses, including
legal fees on a full indemnity basis, paidor incurredby either or bothof themin connection with
enforcingtheir rights hereunder.
Governing Law
This guarantee will be governedby andinterpretedandenforcedin accordance
withthe laws of the Province of Ontario andthe federal laws of Canada applicable therein. USS
Court of Justice andwaives any objection basedon venue or
forum non conveniens withrespect
to any action commencedin connection withthis guarantee.
USShereby appoints Douglas Rienzo as agent to receive on its behalf service of
copies of any notice to be deliveredor any process that might be servedunder this guarantee or in
an action or proceedingor enteringof judgment. The Beneficiaries or either of themmay make
service on USSby sendingor deliveringa copy of any document to USSin care of its agent at
the address andin the manner providedfor the givingof notices in Section 9 below.
473
Notice
All notices, requests, demands or other communications requiredor permittedto
be given by one party to another under this guarantee shall be given in writinganddeliveredby
(a) I f to USS:

600 Grant Street
Attention:
James D. Garraux
General Counsel &
Sr. Vice President
) I f to the Superintendent: Deputy Superintendent, Pensions
5160 Yonge Street
4thFloor, Box85
Toronto, Ontario
M2N 6L9
(c) I f to the Province: Minister of Finance
Ministry of Finance
7 Queen's ParkCrescent, 7`h Floor
Toronto, Ontario
M7A1 Y7
-and-
Ministry of Finance
7 Queen's ParkCrescent, 7 Floor
Toronto, Ontario
M7A1Y7
474
Per:
Name:
7. 7
VOC
Title: I / P
14' 7-Tee7surev-
p m)
Name: A. ffi.
Title: nss i 3rnN 1
NTOK,I
S
its transmission.
IN WITNESS WHEREOFUSShas duly executedthis guarantee on the date
first written above.
Per:
GOODMANS\ \ 5482994.8
475
TAB T
4 7 6
S
e
c
u
r
e
d
P
a
r
t
y
D
e
b
t
o
r
N
a
m
e
F
i
l
e
N
o
.
R
e
g
i
s
t
r
a
t
i
o
n
N
o
.
a
n
d
R
e
g
i
s
t
r
a
t
i
o
n
P
e
r
i
o
d
C
o
l
l
a
t
e
r
a
l
D
e
s
c
r
i
p
t
i
o
n
a
n
d
O
t
h
e
r
P
a
r
t
i
c
u
l
a
r
s
2
0
1
1
0
2
2
5
1
4
5
1
1
5
3
0
0
6
6
8
(
R
e
n
e
w
a
l
1
Y
e
a
r
)
A
s
a
m
e
n
d
e
d
b
y
2
0
1
2
0
3
0
5
1
4
5
2
1
5
3
0
6
2
9
9
(
r
e
n
e
w
a
l
3
y
e
a
r
s
)
3
.
R
e
l
a
t
i
o
n
a
l
F
u
n
d
i
n
g
C
a
n
a
d
a
C
o
r
p
.
U
.
S
.
S
t
e
e
l
C
a
n
a
d
a
I
n
c
.
(
a
m
e
n
d
e
d
f
r
o
m
S
t
e
l
c
o
I
n
c
.
)
6
2
6
7
8
5
3
8
9
2
0
0
6
0
7
0
6
1
0
1
3
1
8
6
2
5
0
0
1
(
R
e
g
.
1
0
Y
e
a
r
s
)
A
s
a
m
e
n
d
e
d
b
y
2
0
0
7
1
1
1
9
1
5
3
8
1
8
6
2
8
9
7
2
E
,
O
A
l
l
p
r
e
s
e
n
t
a
n
d
f
u
t
u
r
e
g
o
o
d
s
,
i
n
c
l
u
d
i
n
g
b
u
t
n
o
t
l
i
m
i
t
e
d
t
o
v
a
r
i
o
u
s
c
o
m
p
u
t
e
r
e
q
u
i
p
m
e
n
t
,
p
e
r
s
o
n
a
l
c
o
m
p
u
t
e
r
s
,
l
a
p
t
o
p
s
,
p
e
r
i
p
h
e
r
a
l
s
a
n
d
s
o
f
t
w
a
r
e
,
a
n
d
a
n
y
r
e
p
l
a
c
e
m
e
n
t
,
s
u
b
s
t
i
t
u
t
i
o
n
,
a
d
d
i
t
i
o
n
,
a
t
t
a
c
h
m
e
n
t
,
m
o
d
i
f
i
c
a
t
i
o
n
,
u
p
d
a
t
e
,
r
e
v
i
s
i
o
n
,
e
n
h
a
n
c
e
m
e
n
t
,
a
c
c
e
s
s
o
r
y
,
i
n
s
u
r
a
n
c
e
p
r
o
c
e
e
d
s
a
n
d
t
h
e
c
a
s
h
p
r
o
c
e
e
d
s
o
f
a
n
y
g
o
o
d
s
,
w
h
e
r
e
v
e
r
l
o
c
a
t
e
d
,
l
e
a
s
e
d
b
y
R
e
l
a
t
i
o
n
a
l
F
u
n
d
i
n
g
C
a
n
a
d
a
C
o
r
p
.
(
"
L
e
s
s
o
r
"
)
t
o
s
t
e
l
c
o
i
n
c
.
(
"
D
e
b
t
o
r
/
L
e
s
s
e
e
"
)
p
u
r
s
u
a
n
t
t
o
t
h
e
m
a
s
t
e
r
e
q
u
i
p
m
e
n
t
l
e
a
s
e
a
g
r
e
e
m
e
n
t
d
a
t
e
d
J
u
n
e
3
0
,
2
0
0
6
b
e
t
w
e
e
n
L
e
s
s
o
r
a
n
d
D
e
b
t
o
r
/
L
e
s
s
e
e
.
T
h
i
s
P
P
S
A
f
i
l
i
n
g
i
s
i
n
t
e
n
d
e
d
t
o
b
e
f
o
r
i
n
f
o
r
m
a
t
i
o
n
a
l
a
n
d
p
r
e
c
a
u
t
i
o
n
a
r
y
p
u
r
p
o
s
e
s
o
n
l
y
a
n
d
t
o
g
i
v
e
n
o
t
i
c
e
o
f
L
e
s
s
o
r
'
s
o
w
n
e
r
s
h
i
p
o
f
t
h
e
g
o
o
d
s
a
n
d
t
h
e
e
x
i
s
t
e
n
c
e
o
f
a
t
r
u
e
l
e
a
s
e
.
i
f
a
n
y
t
r
a
n
s
a
c
t
i
o
n
e
n
t
e
r
e
d
i
n
t
o
u
n
d
e
r
t
h
e
m
a
s
t
e
r
e
q
u
i
p
m
e
n
t
l
e
a
s
e
a
g
r
e
e
m
e
n
t
i
s
d
e
e
m
e
d
t
o
b
e
o
t
h
e
r
t
h
a
n
a
t
r
u
e
l
e
a
s
e
,
t
h
e
n
i
t
i
s
t
h
e
i
n
t
e
n
t
i
o
n
o
f
t
h
e
p
a
r
t
i
e
s
t
h
a
t
L
e
s
s
o
r
h
a
s
a
p
r
o
p
e
r
l
y
p
e
r
f
e
c
t
e
d
s
e
c
u
r
i
t
y
i
n
t
e
r
e
s
t
u
n
d
e
r
t
h
e
P
P
S
A
i
n
t
h
e
g
o
o
d
s
s
u
b
j
e
c
t
t
o
t
h
e
m
a
s
t
e
r
l
e
a
s
e
,
o
r
a
n
y
s
c
h
e
d
u
l
e
e
n
t
e
r
e
d
i
n
t
o
p
u
r
s
u
a
n
t
t
h
e
r
e
t
o
,
n
o
w
o
r
h
e
r
e
a
f
t
e
r
.
4
.
C
a
t
e
r
p
i
l
l
a
r
F
i
n
a
n
c
i
a
l
S
e
r
v
i
c
e
s
L
i
m
i
t
e
d
U
.
S
.
S
t
e
e
l
C
a
n
a
d
a
I
n
c
.
A
c
i
e
r
U
.
S
.
C
a
n
a
d
a
I
n
c
.
6
6
2
9
2
7
6
5
2
2
0
1
0
0
7
1
3
1
7
2
0
8
0
7
7
6
9
8
1
(
R
e
g
.
6
y
e
a
r
s
)
A
s
a
m
e
n
d
e
d
b
y
2
0
1
3
0
7
1
6
1
1
0
3
8
0
7
7
0
7
3
9
E
,
O
,
M
V
O
n
e
(
1
)
n
e
w
2
0
1
0
C
a
t
e
r
p
i
l
l
a
r
9
8
8
H
W
h
e
e
l
L
o
a
d
e
r
S
/
N
C
A
T
0
9
8
8
H
L
B
X
Y
0
4
0
1
0
,
C
/
W
9
.
0
C
u
b
i
c
Y
a
r
d
R
o
c
k
B
u
c
k
e
t
W
/
B
o
e
,
S
t
r
a
i
g
h
t
E
d
g
e
.
A
l
l
a
t
t
a
c
h
m
e
n
t
s
,
a
c
c
e
s
s
o
r
i
e
s
,
a
c
c
e
s
s
i
o
n
s
,
r
e
p
l
a
c
e
m
e
n
t
s
,
s
u
b
s
t
i
t
u
t
i
o
n
s
,
a
d
d
i
t
i
o
n
s
a
n
d
i
m
p
r
o
v
e
m
e
n
t
s
t
o
t
h
e
a
b
o
v
e
m
e
n
t
i
o
n
e
d
c
o
l
l
a
t
e
r
a
l
a
n
d
a
l
l
p
r
o
c
e
e
d
s
i
n
a
n
y
f
o
r
m
d
e
r
i
v
e
d
d
i
r
e
c
t
l
y
o
r
i
n
d
i
r
e
c
t
l
y
f
r
o
m
477
S
e
c
u
r
e
d
P
a
r
t
y
D
e
b
t
o
r
N
a
m
e
F
i
l
e
N
o
.
R
e
g
i
s
t
r
a
t
i
o
n
N
o
.
a
n
d
R
e
g
i
s
t
r
a
t
i
o
n
P
e
r
i
o
d
C
o
l
l
a
t
e
r
a
l
D
e
s
c
r
i
p
t
i
o
n
a
n
d
O
t
h
e
r
P
a
r
t
i
c
u
l
a
r
s
a
n
y
d
e
a
l
i
n
g
w
i
t
h
s
u
c
h
c
o
l
l
a
t
e
r
a
l
a
n
d
a
r
i
g
h
t
t
o
a
n
i
n
s
u
r
a
n
c
e
p
a
y
m
e
n
t
o
r
a
n
y
p
a
y
m
e
n
t
t
h
a
t
i
n
d
e
m
n
i
f
i
e
s
o
r
c
o
m
p
e
n
s
a
t
e
s
f
o
r
l
o
s
s
o
r
d
a
m
a
g
e
t
o
s
u
c
h
c
o
l
l
a
t
e
r
a
l
o
r
p
r
o
c
e
e
d
s
o
f
s
u
c
h
c
o
l
l
a
t
e
r
a
l
.
P
r
o
c
e
e
d
s
g
o
o
d
s
,
s
e
c
u
r
i
t
i
e
s
,
d
o
c
u
m
e
n
t
s
o
f
t
i
t
l
e
,
c
h
a
t
t
e
l
p
a
p
e
r
,
i
n
s
t
r
u
m
e
n
t
s
,
m
o
n
e
y
a
n
d
i
n
t
a
n
g
i
b
l
e
s
.
5
.
C
a
t
e
r
p
i
l
l
a
r
F
i
n
a
n
c
i
a
l
S
e
r
v
i
c
e
s
L
i
m
i
t
e
d
U
.
S
.
S
t
e
e
l
C
a
n
a
d
a
I
n
c
.
A
c
i
e
r
U
.
S
.
C
a
n
a
d
a
I
n
c
.
6
6
2
9
2
7
6
6
1
2
0
1
0
0
7
1
3
1
7
2
0
8
0
7
7
6
9
8
2
(
R
e
g
.
6
Y
e
a
r
s
)
A
s
a
m
e
n
d
e
d
b
y
2
0
1
3
0
7
1
6
1
3
5
1
8
0
7
7
0
7
4
0
E
,
O
,
M
V
O
n
e
(
1
)
n
e
w
2
0
1
0
C
a
t
e
r
p
i
l
l
a
r
9
9
2
k
W
h
e
e
l
L
o
a
d
e
r
S
/
N
C
A
T
0
9
9
2
K
E
H
4
C
0
0
4
2
1
,
C
/
W
1
6
.
0
C
u
b
i
c
Y
a
r
d
R
o
c
k
B
u
c
k
e
t
w
i
t
h
s
p
a
d
e
e
d
g
e
a
n
d
b
o
l
t
o
n
c
u
t
t
i
n
g
e
d
g
e
.
A
l
l
a
t
t
a
c
h
m
e
n
t
s
,
a
c
c
e
s
s
o
r
i
e
s
,
a
c
c
e
s
s
i
o
n
s
,
r
e
p
l
a
c
e
m
e
n
t
s
,
s
u
b
s
t
i
t
u
t
i
o
n
s
,
a
d
d
i
t
i
o
n
s
a
n
d
i
m
p
r
o
v
e
m
e
n
t
s
t
o
t
h
e
a
b
o
v
e
m
e
n
t
i
o
n
e
d
c
o
l
l
a
t
e
r
a
l
a
n
d
a
l
l
p
r
o
c
e
e
d
s
i
n
a
n
y
f
o
r
m
d
e
r
i
v
e
d
d
i
r
e
c
t
l
y
o
r
i
n
d
i
r
e
c
t
l
y
f
r
o
m
a
n
y
d
e
a
l
i
n
g
w
i
t
h
s
u
c
h
c
o
l
l
a
t
e
r
a
l
a
n
d
a
r
i
g
h
t
t
o
a
n
i
n
s
u
r
a
n
c
e
p
a
y
m
e
n
t
o
r
a
n
y
p
a
y
m
e
n
t
t
h
a
t
i
n
d
e
m
n
i
f
i
e
s
o
r
c
o
m
p
e
n
s
a
t
e
s
f
o
r
l
o
s
s
o
r
d
a
m
a
g
e
t
o
s
u
c
h
c
o
l
l
a
t
e
r
a
l
o
r
p
r
o
c
e
e
d
s
o
f
s
u
c
h
c
o
l
l
a
t
e
r
a
l
.
P
r
o
c
e
e
d
s
g
o
o
d
s
,
s
e
c
u
r
i
t
i
e
s
,
d
o
c
u
m
e
n
t
s
o
f
t
i
t
l
e
,
c
h
a
t
t
e
l
p
a
p
e
r
,
i
n
s
t
r
u
m
e
n
t
s
,
m
o
n
e
y
a
n
d
i
n
t
a
n
g
i
b
l
e
s
.
6
.
C
a
t
e
r
p
i
l
l
a
r
F
i
n
a
n
c
i
a
l
S
e
r
v
i
c
e
s
L
i
m
i
t
e
d
U
.
S
.
S
t
e
e
l
C
a
n
a
d
a
I
n
c
.
A
c
i
e
r
U
.
S
.
C
a
n
a
d
a
I
n
c
.
6
6
2
9
2
7
6
8
8
2
0
1
0
0
7
1
3
1
7
2
0
8
0
7
7
6
9
8
4
(
R
e
g
.
6
Y
e
a
r
s
)
A
s
a
m
e
n
d
e
d
b
y
2
0
1
3
0
7
1
6
1
0
4
9
8
0
7
7
0
6
5
0
E
,
O
,
M
V
O
n
e
(
1
)
n
e
w
2
0
1
0
C
a
t
e
r
p
i
l
l
a
r
9
8
8
H
W
h
e
e
l
L
o
a
d
e
r
S
/
N
C
A
T
0
9
8
8
H
E
B
X
Y
0
4
0
0
9
,
C
/
W
9
.
0
C
u
b
i
c
Y
a
r
d
B
u
c
k
e
t
w
/
b
o
e
,
s
t
r
a
i
g
h
t
e
d
g
e
.
A
l
l
a
t
t
a
c
h
m
e
n
t
s
,
a
c
c
e
s
s
o
r
i
e
s
,
a
c
c
e
s
s
i
o
n
s
,
r
e
p
l
a
c
e
m
e
n
t
s
,
s
u
b
s
t
i
t
u
t
i
o
n
s
,
a
d
d
i
t
i
o
n
s
a
n
d
i
m
p
r
o
v
e
m
e
n
t
s
t
o
t
h
e
a
b
o
v
e
m
e
n
t
i
o
n
e
d
c
o
l
l
a
t
e
r
a
l
a
n
d
a
l
l
p
r
o
c
e
e
d
s
i
n
a
n
y
f
o
r
m
d
e
r
i
v
e
d
d
i
r
e
c
t
l
y
o
r
i
n
d
i
r
e
c
t
l
y
f
r
o
m
a
n
y
d
e
a
l
i
n
g
w
i
t
h
s
u
c
h
c
o
l
l
a
t
e
r
a
l
a
n
d
a
r
i
g
h
t
t
o
a
n
i
n
s
u
r
a
n
c
e
p
a
y
m
e
n
t
o
r
a
n
y
p
a
y
m
e
n
t
t
h
a
t
i
n
d
e
m
n
i
f
i
e
s
o
r
c
o
m
p
e
n
s
a
t
e
s
f
o
r
l
o
s
s
o
r
d
a
m
a
g
e
t
o
s
u
c
h
c
o
l
l
a
t
e
r
a
l
o
r
p
r
o
c
e
e
d
s
o
f
s
u
c
h
c
o
l
l
a
t
e
r
a
l
.
P
r
o
c
e
e
d
s
g
o
o
d
s
,
s
e
c
u
r
i
t
i
e
s
,
d
o
c
u
m
e
n
t
s
o
f
t
i
t
l
e
,
c
h
a
t
t
e
l
p
a
p
e
r
,
i
n
s
t
r
u
m
e
n
t
s
,
m
o
n
e
y
a
n
d
i
n
t
a
n
g
i
b
l
e
s
478
S
e
c
u
r
e
d
P
a
r
t
y
D
e
b
t
o
r
N
a
m
e
F
i
l
e
N
o
.
R
e
g
i
s
t
r
a
t
i
o
n
N
o
.
a
n
d
R
e
g
i
s
t
r
a
t
i
o
n
P
e
r
i
o
d
C
o
l
l
a
t
e
r
a
l
D
e
s
c
r
i
p
t
i
o
n
a
n
d
O
t
h
e
r
P
a
r
t
i
c
u
l
a
r
s
7
.
C
a
t
e
r
p
i
l
l
a
r
F
i
n
a
n
c
i
a
l
S
e
r
v
i
c
e
s
L
i
m
i
t
e
d
U
.
S
.
S
t
e
e
l
C
a
n
a
d
a
I
n
c
.
A
c
i
e
r
U
.
S
.
C
a
n
a
d
a
I
n
c
.
6
6
3
1
9
8
1
6
5
2
0
1
0
0
7
2
3
1
7
1
8
8
0
7
7
8
0
2
6
(
R
e
g
.
6
y
e
a
r
s
)
A
s
a
m
e
n
d
e
d
b
y
2
0
1
3
0
7
1
6
1
0
5
6
8
0
7
7
0
6
5
1
E
,
O
,
M
V
O
n
e
(
1
)
N
W
2
0
1
0
C
a
t
e
p
r
i
l
l
a
r
7
7
5
f
O
f
f
H
i
g
h
w
a
y
T
r
u
c
k
S
/
N
C
A
T
0
7
7
5
F
P
D
L
S
0
1
1
5
7
.
A
l
l
a
t
t
a
c
h
m
e
n
t
s
,
a
c
c
e
s
s
o
r
i
e
s
,
a
c
c
e
s
s
i
o
n
s
,
r
e
p
l
a
c
e
m
e
n
t
s
,
s
u
b
s
t
i
t
u
t
i
o
n
s
,
a
d
d
i
t
i
o
n
s
a
n
d
i
m
p
r
o
v
e
m
e
n
t
s
t
o
t
h
e
a
b
o
v
e
m
e
n
t
i
o
n
e
d
c
o
l
l
a
t
e
r
a
l
a
n
d
a
l
l
p
r
o
c
e
e
d
s
i
n
a
n
y
f
o
r
m
d
e
r
i
v
e
d
d
i
r
e
c
t
l
y
o
r
i
n
d
i
r
e
c
t
l
y
f
r
o
m
a
n
y
d
e
a
l
i
n
g
w
i
t
h
s
u
c
h
c
o
l
l
a
t
e
r
a
l
a
n
d
a
r
i
g
h
t
t
o
a
n
i
n
s
u
r
a
n
c
e
p
a
y
m
e
n
t
o
r
a
n
y
p
a
y
m
e
n
t
t
h
a
t
i
n
d
e
m
n
i
f
i
e
s
o
r
c
o
m
p
e
n
s
a
t
e
s
f
o
r
l
o
s
s
o
r
d
a
m
a
g
e
t
o
s
u
c
h
c
o
l
l
a
t
e
r
a
l
o
r
p
r
o
c
e
e
d
s
o
f
s
u
c
h
c
o
l
l
a
t
e
r
a
l
.
P
r
o
c
e
e
d
s
g
o
o
d
s
,
s
e
c
u
r
i
t
i
e
s
,
d
o
c
u
m
e
n
t
s
o
f
t
i
t
l
e
,
c
h
a
t
t
e
l
p
a
p
e
r
,
i
n
s
t
r
u
m
e
n
t
s
,
m
o
n
e
y
a
n
d
i
n
t
a
n
g
i
b
l
e
s
.
8
.
C
a
t
e
r
p
i
l
l
a
r
F
i
n
a
n
c
i
a
l
S
e
r
v
i
c
e
s
L
i
m
i
t
e
d
U
.
S
.
S
t
e
e
l
C
a
n
a
d
a
I
n
c
.
A
c
i
e
r
U
.
S
.
C
a
n
a
d
a
I
n
c
.
6
6
4
5
4
2
3
7
8
2
0
1
0
0
9
2
0
1
0
3
5
8
0
7
7
2
5
7
5
(
R
e
g
.
6
y
e
a
r
s
)
A
s
a
m
e
n
d
e
d
b
y
2
0
1
3
0
7
1
6
1
4
0
7
8
0
7
7
0
7
4
1
E
,
O
,
M
V
O
n
e
(
1
)
2
0
1
0
C
a
t
e
r
p
i
l
l
a
r
M
o
t
o
r
G
r
a
d
e
r
M
o
d
e
l
1
4
M
S
/
N
C
A
T
0
0
1
4
M
N
B
9
J
0
1
3
6
6
A
l
l
a
t
t
a
c
h
m
e
n
t
s
,
a
c
c
e
s
s
o
r
i
e
s
,
a
c
c
e
s
s
i
o
n
s
,
r
e
p
l
a
c
e
m
e
n
t
s
,
s
u
b
s
t
i
t
u
t
i
o
n
s
,
a
d
d
i
t
i
o
n
s
a
n
d
i
m
p
r
o
v
e
m
e
n
t
s
t
o
t
h
e
a
b
o
v
e
m
e
n
t
i
o
n
e
d
c
o
l
l
a
t
e
r
a
l
a
n
d
a
l
l
p
r
o
c
e
e
d
s
i
n
a
n
y
f
o
r
m
d
e
r
i
v
e
d
d
i
r
e
c
t
l
y
o
r
i
n
d
i
r
e
c
t
l
y
f
r
o
m
a
n
y
d
e
a
l
i
n
g
w
i
t
h
s
u
c
h
c
o
l
l
a
t
e
r
a
l
a
n
d
a
r
i
g
h
t
t
o
a
n
i
n
s
u
r
a
n
c
e
p
a
y
m
e
n
t
o
r
a
n
y
p
a
y
m
e
n
t
t
h
a
t
i
n
d
e
m
n
i
f
i
e
s
o
r
c
o
m
p
e
n
s
a
t
e
s
f
o
r
l
o
s
s
o
r
d
a
m
a
g
e
t
o
s
u
c
h
c
o
l
l
a
t
e
r
a
l
o
r
p
r
o
c
e
e
d
s
o
f
s
u
c
h
c
o
l
l
a
t
e
r
a
l
.
P
r
o
c
e
e
d
s
g
o
o
d
s
,
s
e
c
u
r
i
t
i
e
s
,
d
o
c
u
m
e
n
t
s
o
f
t
i
t
l
e
,
c
h
a
t
t
e
l
p
a
p
e
r
,
i
n
s
t
r
u
m
e
n
t
s
,
m
o
n
e
y
a
n
d
i
n
t
a
n
g
i
b
l
e
s
.
9
.
C
a
t
e
r
p
i
l
l
a
r
F
i
n
a
n
c
i
a
l
S
e
r
v
i
c
e
s
L
i
m
i
t
e
d
U
.
S
.
S
t
e
e
l
C
a
n
a
d
a
I
n
c
.
A
c
i
e
r
U
.
S
.
C
a
n
a
d
a
I
n
c
.
6
6
4
5
4
2
3
8
7
2
0
1
0
0
9
2
0
1
0
3
5
8
0
7
7
2
5
7
6
(
R
e
g
.
6
Y
e
a
r
s
)
A
s
a
m
e
n
d
e
d
b
y
2
0
1
3
0
7
1
6
1
4
1
2
8
0
7
7
0
7
4
2
E
,
O
,
M
V
O
n
e
(
1
)
2
0
1
0
C
a
t
e
r
p
i
l
l
a
r
M
o
d
e
l
1
4
M
S
/
N
C
A
T
0
0
1
4
M
A
B
9
J
0
1
3
6
7
A
l
l
a
t
t
a
c
h
m
e
n
t
s
,
a
c
c
e
s
s
o
r
i
e
s
,
a
c
c
e
s
s
i
o
n
s
,
r
e
p
l
a
c
e
m
e
n
t
s
,
s
u
b
s
t
i
t
u
t
i
o
n
s
,
a
d
d
i
t
i
o
n
s
a
n
d
i
m
p
r
o
v
e
m
e
n
t
s
t
o
t
h
e
a
b
o
v
e
m
e
n
t
i
o
n
e
d
c
o
l
l
a
t
e
r
a
l
a
n
d
a
l
l
p
r
o
c
e
e
d
s
i
n
a
n
y
f
o
r
m
d
e
r
i
v
e
d
d
i
r
e
c
t
l
y
o
r
i
n
d
i
r
e
c
t
l
y
f
r
o
m
a
n
y
d
e
a
l
i
n
g
w
i
t
h
s
u
c
h
c
o
l
l
a
t
e
r
a
l
a
n
d
a
r
i
g
h
t
t
o
a
n
i
n
s
u
r
a
n
c
e
p
a
y
m
e
n
t
o
r
a
n
y
p
a
y
m
e
n
t
t
h
a
t
i
n
d
e
m
n
i
f
i
e
s
o
r
479
S
e
c
u
r
e
d
P
a
r
t
y
D
e
b
t
o
r
N
a
m
e
F
i
l
e
N
o
.
R
e
g
i
s
t
r
a
t
i
o
n
N
o
.
a
n
d
R
e
g
i
s
t
r
a
t
i
o
n
P
e
r
i
o
d
C
o
l
l
a
t
e
r
a
l
D
e
s
c
r
i
p
t
i
o
n
a
n
d
O
t
h
e
r
P
a
r
t
i
c
u
l
a
r
s
c
o
m
p
e
n
s
a
t
e
s
f
o
r
l
o
s
s
o
r
d
a
m
a
g
e
t
o
s
u
c
h
c
o
l
l
a
t
e
r
a
l
o
r
p
r
o
c
e
e
d
s
o
f
s
u
c
h
c
o
l
l
a
t
e
r
a
l
.
P
r
o
c
e
e
d
s
g
o
o
d
s
,
s
e
c
u
r
i
t
i
e
s
,
d
o
c
u
m
e
n
t
s
o
f
t
i
t
l
e
,
c
h
a
t
t
e
l
p
a
p
e
r
,
i
n
s
t
r
u
m
e
n
t
s
,
m
o
n
e
y
a
n
d
i
n
t
a
n
g
i
b
l
e
s
.
1
0
.
N
a
t
i
o
n
a
l
L
e
a
s
i
n
g
G
r
o
u
p
I
n
c
.
U
.
S
.
S
t
e
e
l
C
a
n
a
d
a
A
c
i
e
r
U
.
S
.
C
a
n
a
d
a
I
n
c
.
6
6
5
0
7
3
6
5
7
2
0
1
0
1
0
1
2
0
9
2
9
6
0
0
5
1
2
4
3
(
R
e
g
.
4
Y
e
a
r
s
)
E A
l
l
t
a
p
e
l
i
b
r
a
r
i
e
s
,
t
a
p
e
d
r
i
v
e
s
o
f
e
v
e
r
y
n
a
t
u
r
e
o
r
k
i
n
d
d
e
s
c
r
i
b
e
d
i
n
l
e
a
s
e
n
u
m
b
e
r
2
5
1
1
2
0
0
b
e
t
w
e
e
n
t
h
e
s
e
c
u
r
e
d
p
a
r
t
y
,
a
s
l
e
s
s
o
r
a
n
d
t
h
e
d
e
b
t
o
r
a
s
l
e
s
s
e
e
,
a
s
a
m
e
n
d
e
d
f
r
o
m
t
i
m
e
t
o
t
i
m
e
,
t
o
g
e
t
h
e
r
w
i
t
h
a
l
l
a
t
t
a
c
h
m
e
n
t
s
,
a
c
c
e
s
s
o
r
i
e
s
a
n
d
s
u
b
s
t
i
t
u
t
i
o
n
s
.
1
1
.
W
h
e
e
l
s
L
e
a
s
i
n
g
C
a
n
a
d
a
,
L
t
d
.
U
.
S
.
S
t
e
e
l
C
a
n
a
d
a
6
6
5
8
9
8
1
2
9
2
0
1
0
1
1
1
6
1
0
0
5
1
4
6
2
9
8
8
4
(
R
e
g
.
3
Y
e
a
r
s
)
A
s
a
m
e
n
d
e
d
b
y
2
0
1
3
1
1
0
4
1
0
0
2
1
4
6
2
0
5
6
9
(
R
e
n
e
w
a
l
1
Y
e
a
r
)
E
,
M
V
A
m
o
u
n
t
S
e
c
u
r
e
d
:
$
2
7
,
4
4
8
2
0
1
1
F
o
r
d
T
a
u
r
u
s
4
D
R
S
(
V
I
N
:
1
F
A
H
P
2
D
W
0
B
G
1
2
4
5
1
9
)
1
2
.
R
i
c
o
h
C
a
n
a
d
a
I
n
c
.
U
.
S
.
S
t
e
e
l
C
a
n
a
d
a
I
n
c
.
6
6
9
8
2
6
8
8
1
2
0
1
1
0
5
1
2
1
4
5
2
1
5
3
0
1
4
2
7
(
R
e
g
.
4
Y
e
a
r
s
)
E
,
O
1
3
.
C
a
t
e
r
p
i
l
l
a
r
F
i
n
a
n
c
i
a
l
S
e
r
v
i
c
e
s
L
i
m
i
t
e
d
U
.
S
.
S
t
e
e
l
C
a
n
a
d
a
I
n
c
.
A
c
i
e
r
U
.
S
.
C
a
n
a
d
a
I
n
c
.
6
7
4
6
7
4
3
7
1
2
0
1
1
1
1
2
8
1
5
4
2
1
9
0
2
6
7
6
8
(
R
e
g
.
5
y
e
a
r
s
)
A
s
a
m
e
n
d
e
d
b
y
2
0
1
3
0
8
0
9
1
0
1
1
1
9
0
2
0
8
4
6
E
,
M
V
O
n
e
(
1
)
2
0
0
8
C
a
t
e
r
p
i
l
l
a
r
7
7
5
f
O
f
f
H
i
g
h
w
a
y
T
r
u
c
k
S
/
N
C
A
T
0
7
7
5
F
A
D
L
S
0
0
5
9
6
t
o
g
e
t
h
e
r
w
i
t
h
a
l
l
a
t
t
a
c
h
m
e
n
t
s
,
a
c
c
e
s
s
o
r
i
e
s
,
a
c
c
e
s
s
i
o
n
s
,
r
e
p
l
a
c
e
m
e
n
t
s
,
s
u
b
s
t
i
t
u
t
i
o
n
s
,
a
d
d
i
t
i
o
n
s
a
n
d
i
m
p
r
o
v
e
m
e
n
t
s
t
o
t
h
e
a
b
o
v
e
m
e
n
t
i
o
n
e
d
c
o
l
l
a
t
e
r
a
l
a
n
d
a
l
l
p
r
o
c
e
e
d
s
i
n
a
n
y
f
o
r
m
d
e
r
i
v
e
d
d
i
r
e
c
t
l
y
o
r
i
n
d
i
r
e
c
t
l
y
f
r
o
m
a
n
y
d
e
a
l
i
n
g
w
i
t
h
s
u
c
h
c
o
l
l
a
t
e
r
a
l
a
n
d
a
r
i
g
h
t
t
o
a
n
i
n
s
u
r
a
n
c
e
p
a
y
m
e
n
t
o
r
a
n
y
p
a
y
m
e
n
t
t
h
a
t
i
n
d
e
m
n
i
f
i
e
s
o
r
c
o
m
p
e
n
s
a
t
e
s
f
o
r
l
o
s
s
o
r
d
a
m
a
g
e
t
o
s
u
c
h
c
o
l
l
a
t
e
r
a
l
o
r
p
r
o
c
e
e
d
s
o
f
s
u
c
h
c
o
l
l
a
t
e
r
a
l
.
P
r
o
c
e
e
d
s
?
G
o
o
d
s
,
s
e
c
u
r
i
t
i
e
s
,
d
o
c
u
m
e
n
t
s
o
f
t
i
t
l
e
,
c
h
a
t
t
e
l
p
a
p
e
r
,
i
n
s
t
r
u
m
e
n
t
s
,
m
o
n
e
y
a
n
d
i
n
t
a
n
g
i
b
l
e
s
.
1
4
.
C
a
t
e
r
p
i
l
l
a
r
F
i
n
a
n
c
i
a
l
S
e
r
v
i
c
e
s
L
i
m
i
t
e
d
U
.
S
.
S
t
e
e
l
C
a
n
a
d
a
I
n
c
.
A
c
i
e
r
U
.
S
.
C
a
n
a
d
a
I
n
c
.
6
7
4
7
4
6
5
1
5
2
0
1
1
1
1
3
0
1
7
0
8
1
9
0
1
1
5
2
0
(
R
e
g
.
6
y
e
a
r
s
)
E
,
M
V
O
n
e
(
1
)
2
0
1
1
C
a
t
e
r
p
i
l
l
a
r
9
8
8
H
W
h
e
e
l
L
o
a
d
e
r
S
/
N
C
A
T
0
9
8
8
H
H
B
X
Y
0
4
1
5
4
t
o
g
e
t
h
e
r
w
i
t
h
a
l
l
480
S
e
c
u
r
e
d
P
a
r
t
y
D
e
b
t
o
r
N
a
m
e
F
i
l
e
N
o
.
R
e
g
i
s
t
r
a
t
i
o
n
N
o
.
a
n
d
R
e
g
i
s
t
r
a
t
i
o
n
P
e
r
i
o
d
C
o
l
l
a
t
e
r
a
l
D
e
s
c
r
i
p
t
i
o
n
a
n
d
O
t
h
e
r
P
a
r
t
i
c
u
l
a
r
s
A
s
a
m
e
n
d
e
d
b
y
2
0
1
3
0
8
0
9
0
9
4
8
1
9
0
1
6
0
9
7
a
t
t
a
c
h
m
e
n
t
s
,
a
c
c
e
s
s
o
r
i
e
s
,
a
c
c
e
s
s
i
o
n
s
,
r
e
p
l
a
c
e
m
e
n
t
s
,
s
u
b
s
t
i
t
u
t
i
o
n
s
,
a
d
d
i
t
i
o
n
s
a
n
d
i
m
p
r
o
v
e
m
e
n
t
s
t
o
t
h
e
a
b
o
v
e
m
e
n
t
i
o
n
e
d
c
o
l
l
a
t
e
r
a
l
a
n
d
a
l
l
p
r
o
c
e
e
d
s
i
n
a
n
y
f
o
r
m
d
e
r
i
v
e
d
d
i
r
e
c
t
l
y
o
r
i
n
d
i
r
e
c
t
l
y
f
r
o
m
a
n
y
d
e
a
l
i
n
g
w
i
t
h
s
u
c
h
c
o
l
l
a
t
e
r
a
l
a
n
d
a
r
i
g
h
t
t
o
a
n
i
n
s
u
r
a
n
c
e
p
a
y
m
e
n
t
o
r
a
n
y
p
a
y
m
e
n
t
t
h
a
t
i
n
d
e
m
n
i
f
i
e
s
o
r
c
o
m
p
e
n
s
a
t
e
s
f
o
r
l
o
s
s
o
r
d
a
m
a
g
e
t
o
s
u
c
h
c
o
l
l
a
t
e
r
a
l
o
r
p
r
o
c
e
e
d
s
o
f
s
u
c
h
c
o
l
l
a
t
e
r
a
l
.
P
r
o
c
e
e
d
s
?
G
o
o
d
s
,
s
e
c
u
r
i
t
i
e
s
,
d
o
c
u
m
e
n
t
s
o
f
t
i
t
l
e
,
c
h
a
t
t
e
l
p
a
p
e
r
,
i
n
s
t
r
u
m
e
n
t
s
,
m
o
n
e
y
a
n
d
i
n
t
a
n
g
i
b
l
e
s
.
1
5
.
C
a
t
e
r
p
i
l
l
a
r
F
i
n
a
n
c
i
a
l
S
e
r
v
i
c
e
s
L
i
m
i
t
e
d
U
.
S
.
S
t
e
e
l
C
a
n
a
d
a
I
n
c
.
A
c
i
e
r
U
.
S
.
C
a
n
a
d
a
I
n
c
.
6
7
4
7
4
6
4
9
7
2
0
1
1
1
1
3
0
1
7
0
8
1
9
0
2
6
8
5
0
(
R
e
g
.
6
y
e
a
r
s
)
A
s
a
m
e
n
d
e
d
b
y
2
0
1
3
0
8
0
9
1
0
0
2
1
9
0
1
6
1
0
0
E
,
M
V
O
n
e
(
1
)
2
0
1
1
C
a
t
e
r
p
i
l
l
a
r
9
8
8
H
W
h
e
e
l
L
o
a
d
e
r
S
/
N
C
A
T
0
9
8
8
H
H
B
X
Y
0
4
4
5
9
t
o
g
e
t
h
e
r
w
i
t
h
a
l
l
a
t
t
a
c
h
m
e
n
t
s
,
a
c
c
e
s
s
o
r
i
e
s
,
a
c
c
e
s
s
i
o
n
s
,
r
e
p
l
a
c
e
m
e
n
t
s
,
s
u
b
s
t
i
t
u
t
i
o
n
s
,
a
d
d
i
t
i
o
n
s
a
n
d
i
m
p
r
o
v
e
m
e
n
t
s
t
o
t
h
e
a
b
o
v
e
m
e
n
t
i
o
n
e
d
c
o
l
l
a
t
e
r
a
l
a
n
d
a
l
l
p
r
o
c
e
e
d
s
i
n
a
n
y
f
o
r
m
d
e
r
i
v
e
d
d
i
r
e
c
t
l
y
o
r
i
n
d
i
r
e
c
t
l
y
f
r
o
m
a
n
y
d
e
a
l
i
n
g
w
i
t
h
s
u
c
h
c
o
l
l
a
t
e
r
a
l
a
n
d
a
r
i
g
h
t
t
o
a
n
i
n
s
u
r
a
n
c
e
p
a
y
m
e
n
t
o
r
a
n
y
p
a
y
m
e
n
t
t
h
a
t
i
n
d
e
m
n
i
f
i
e
s
o
r
c
o
m
p
e
n
s
a
t
e
s
f
o
r
l
o
s
s
o
r
d
a
m
a
g
e
t
o
s
u
c
h
c
o
l
l
a
t
e
r
a
l
o
r
p
r
o
c
e
e
d
s
o
f
s
u
c
h
c
o
l
l
a
t
e
r
a
l
.
P
r
o
c
e
e
d
s
?
G
o
o
d
s
,
s
e
c
u
r
i
t
i
e
s
,
d
o
c
u
m
e
n
t
s
o
f
t
i
t
l
e
,
c
h
a
t
t
e
l
p
a
p
e
r
,
i
n
s
t
r
u
m
e
n
t
s
,
m
o
n
e
y
a
n
d
i
n
t
a
n
g
i
b
l
e
s
.
1
6
.
C
a
t
e
r
p
i
l
l
a
r
F
i
n
a
n
c
i
a
l
S
e
r
v
i
c
e
s
L
i
m
i
t
e
d
U
.
S
.
S
t
e
e
l
C
a
n
a
d
a
I
n
c
.
A
c
i
e
r
U
.
S
.
C
a
n
a
d
a
I
n
c
.
6
7
4
7
4
6
5
2
4
2
0
1
1
1
1
3
0
1
7
0
9
1
9
0
1
1
5
2
1
(
R
e
g
.
5
y
e
a
r
s
)
A
s
a
m
e
n
d
e
d
b
y
2
0
1
3
0
8
0
9
1
0
1
9
1
9
0
2
0
8
4
8
E
,
M
V
O
n
e
(
1
)
2
0
0
6
C
a
t
e
r
p
i
l
l
a
r
D
8
T
t
r
a
c
k
-
t
y
p
e
T
r
a
c
t
o
r
S
/
N
C
A
T
0
0
D
8
T
C
J
8
B
0
0
5
7
4
t
o
g
e
t
h
e
r
w
i
t
h
a
l
l
a
t
t
a
c
h
m
e
n
t
s
,
a
c
c
e
s
s
o
r
i
e
s
,
a
c
c
e
s
s
i
o
n
s
,
r
e
p
l
a
c
e
m
e
n
t
s
,
s
u
b
s
t
i
t
u
t
i
o
n
s
,
a
d
d
i
t
i
o
n
s
a
n
d
i
m
p
r
o
v
e
m
e
n
t
s
t
o
t
h
e
a
b
o
v
e
m
e
n
t
i
o
n
e
d
c
o
l
l
a
t
e
r
a
l
a
n
d
a
l
l
p
r
o
c
e
e
d
s
i
n
a
n
y
f
o
r
m
d
e
r
i
v
e
d
d
i
r
e
c
t
l
y
o
r
i
n
d
i
r
e
c
t
l
y
f
r
o
m
a
n
y
d
e
a
l
i
n
g
w
i
t
h
s
u
c
h
c
o
l
l
a
t
e
r
a
l
a
n
d
a
r
i
g
h
t
t
o
a
n
i
n
s
u
r
a
n
c
e
p
a
y
m
e
n
t
o
r
a
n
y
p
a
y
m
e
n
t
t
h
a
t
i
n
d
e
m
n
i
f
i
e
s
o
r
c
o
m
p
e
n
s
a
t
e
s
f
o
r
l
o
s
s
o
r
d
a
m
a
g
e
t
o
s
u
c
h
c
o
l
l
a
t
e
r
a
l
o
r
p
r
o
c
e
e
d
s
o
f
s
u
c
h
c
o
l
l
a
t
e
r
a
l
.
P
r
o
c
e
e
d
s
?
G
o
o
d
s
,
481
S
e
c
u
r
e
d
P
a
r
t
y
D
e
b
t
o
r
N
a
m
e
F
i
l
e
N
o
.
R
e
g
i
s
t
r
a
t
i
o
n
N
o
.
a
n
d
R
e
g
i
s
t
r
a
t
i
o
n
P
e
r
i
o
d
C
o
l
l
a
t
e
r
a
l
D
e
s
c
r
i
p
t
i
o
n
a
n
d
O
t
h
e
r
P
a
r
t
i
c
u
l
a
r
s
s
e
c
u
r
i
t
i
e
s
,
d
o
c
u
m
e
n
t
s
o
f
t
i
t
l
e
,
c
h
a
t
t
e
l
c
o
l
l
a
t
e
r
a
l
.
p
a
p
e
r
,
i
n
s
t
r
u
m
e
n
t
s
,
m
o
n
e
y
a
n
d
i
n
t
a
n
g
i
b
l
e
s
.
1
7
.
R
i
c
o
h
C
a
n
a
d
a
I
n
c
.
U
.
S
.
S
t
e
e
l
C
a
n
a
d
a
I
n
c
.
/
A
c
i
e
r
U
.
S
.
C
a
n
a
d
a
I
n
c
.
6
7
5
7
7
8
4
1
9
2
0
1
2
0
1
2
3
1
1
5
1
5
0
6
4
0
7
4
3
(
R
e
g
.
4
y
e
a
r
s
)
E
,
O
2
1
0
4
2
7
A
c
c
o
u
n
t
S
c
h
e
d
u
l
e
8
7
1
5
9
7
8
0
0
1
1
8
.
R
i
c
o
h
C
a
n
a
d
a
I
n
c
.
U
.
S
.
S
t
e
e
l
C
a
n
a
d
a
I
n
c
.
A
c
i
e
r
U
.
S
.
C
a
n
a
d
a
I
n
c
.
6
7
5
7
7
9
1
8
4
2
0
1
2
0
1
2
3
1
2
3
8
5
0
6
4
0
7
4
5
(
R
e
g
.
4
y
e
a
r
s
)
E
,
O
2
1
0
4
3
2
A
c
c
o
u
n
t
S
c
h
e
d
u
l
e
8
7
1
5
9
7
8
0
0
2
1
9
.
R
i
c
o
h
C
a
n
a
d
a
I
n
c
.
U
.
S
.
S
t
e
e
l
C
a
n
a
d
a
I
n
c
.
/
A
c
i
e
r
U
.
S
.
C
a
n
a
d
a
I
n
c
.
6
7
5
7
7
9
9
0
4
2
0
1
2
0
1
2
3
1
2
4
9
5
0
6
4
0
7
4
9
(
R
e
g
.
4
y
e
a
r
s
)
E
,
O
2
1
0
4
4
4
A
c
c
o
u
n
t
S
c
h
e
d
u
l
e
-
8
7
1
5
9
7
8
0
0
4
2
0
.
R
i
c
o
h
C
a
n
a
d
a
I
n
c
.
U
.
S
.
S
t
e
e
l
C
a
n
a
d
a
I
n
c
.
/
A
c
i
e
r
U
.
S
.
C
a
n
a
d
a
I
n
c
.
6
7
5
7
7
9
9
4
9
2
0
1
2
0
1
2
3
1
2
5
2
5
0
6
4
0
7
5
0
(
R
e
g
.
4
y
e
a
r
s
)
E
,
O
2
1
0
4
4
3
A
c
c
o
u
n
t
S
c
h
e
d
u
l
e
-
8
7
1
5
9
7
8
0
0
3
2
1
.
R
i
c
o
h
C
a
n
a
d
a
I
n
c
.
U
.
S
.
S
t
e
e
l
C
a
n
a
d
a
I
n
c
.
/
A
c
i
e
r
U
.
S
.
C
a
n
a
d
a
I
n
c
.
6
7
6
1
5
6
4
6
4
2
0
1
2
0
2
0
9
1
2
2
0
5
0
6
4
1
4
5
8
(
R
e
g
.
4
y
e
a
r
s
)
E
,
O
2
1
2
1
1
1
A
c
c
o
u
n
t
S
c
h
e
d
u
l
e
8
7
1
5
9
7
8
0
0
5
2
2
.
R
i
c
o
h
C
a
n
a
d
a
I
n
c
.
U
.
S
.
S
t
e
e
l
C
a
n
a
d
a
I
n
c
.
/
A
c
i
e
r
U
.
S
.
C
a
n
a
d
a
I
n
c
.
6
7
6
4
9
9
5
1
7
2
0
1
2
0
2
2
8
1
6
1
4
5
0
6
4
2
3
4
3
(
R
e
g
.
4
y
e
a
r
s
)
E
,
O
A
c
c
o
u
n
t
S
c
h
e
d
u
l
e
8
7
1
5
9
7
8
0
0
6
2
3
.
R
i
c
o
h
C
a
n
a
d
a
I
n
c
.
U
.
S
.
S
t
e
e
l
C
a
n
a
d
a
I
n
c
.
A
c
i
e
r
U
.
S
.
C
a
n
a
d
a
I
n
c
.
6
7
9
0
6
1
7
4
5
2
0
1
2
0
6
0
8
1
6
4
5
5
0
6
4
6
3
4
2
(
R
e
g
.
4
y
e
a
r
s
)
E
,
O
A
c
c
o
u
n
t
S
c
h
e
d
u
l
e
8
7
1
5
9
7
8
0
1
3
2
4
.
C
a
t
e
r
p
i
l
l
a
r
F
i
n
a
n
c
i
a
l
S
e
r
v
i
c
e
s
L
i
m
i
t
e
d
U
.
S
.
S
t
e
e
l
C
a
n
a
d
a
I
n
c
.
A
c
i
e
r
U
.
S
.
C
a
n
a
d
a
I
n
c
.
6
7
7
7
9
0
5
6
7
2
0
1
2
0
4
2
3
1
9
0
7
1
9
0
2
9
5
5
8
(
R
e
g
.
5
y
e
a
r
s
)
A
s
a
m
e
n
d
e
d
b
y
2
0
1
3
0
8
0
8
1
9
2
9
1
9
0
1
6
0
7
4
E
,
M
V
O
n
e
(
1
)
2
0
0
7
C
a
t
e
r
p
i
l
l
a
r
6
5
7
G
W
h
e
e
l
S
c
r
a
p
e
r
S
/
N
C
A
T
0
6
5
7
G
V
W
1
B
0
0
1
1
0
t
o
g
e
t
h
e
r
w
i
t
h
a
l
l
a
t
t
a
c
h
m
e
n
t
s
,
a
c
c
e
s
s
o
r
i
e
s
,
a
c
c
e
s
s
i
o
n
s
,
r
e
p
l
a
c
e
m
e
n
t
s
,
s
u
b
s
t
i
t
u
t
i
o
n
s
,
a
d
d
i
t
i
o
n
s
a
n
d
i
m
p
r
o
v
e
m
e
n
t
s
t
o
t
h
e
a
b
o
v
e
m
e
n
t
i
o
n
e
d
c
o
l
l
a
t
e
r
a
l
a
n
d
a
l
l
p
r
o
c
e
e
d
s
i
n
a
n
y
f
o
r
m
d
e
r
i
v
e
d
d
i
r
e
c
t
l
y
o
r
i
n
d
i
r
e
c
t
l
y
f
r
o
m
a
n
y
d
e
a
l
i
n
g
w
i
t
h
s
u
c
h
c
o
l
l
a
t
e
r
a
l
a
n
d
a
r
i
g
h
t
t
o
a
n
i
n
s
u
r
a
n
c
e
p
a
y
m
e
n
t
o
r
a
n
y
p
a
y
m
e
n
t
t
h
a
t
i
n
d
e
m
n
i
f
i
e
s
o
r
c
o
m
p
e
n
s
a
t
e
s
f
o
r
l
o
s
s
o
r
d
a
m
a
g
e
t
o
s
u
c
h
c
o
l
l
a
t
e
r
a
l
o
r
p
r
o
c
e
e
d
s
o
f
s
u
c
h
c
o
l
l
a
t
e
r
a
l
.
P
r
o
c
e
e
d
s
?
g
o
o
d
s
,
s
e
c
u
r
i
t
i
e
s
,
d
o
c
u
m
e
n
t
s
o
f
t
i
t
l
e
,
c
h
a
t
t
e
l
p
a
p
e
r
,
i
n
s
t
r
u
m
e
n
t
s
,
m
o
n
e
y
a
n
d
i
n
t
a
n
g
i
b
l
e
s
.
2
5
.
C
a
t
e
r
p
i
l
l
a
r
F
i
n
a
n
c
i
a
l
S
e
r
v
i
c
e
s
L
i
m
i
t
e
d
U
.
S
.
S
t
e
e
l
C
a
n
a
d
a
I
n
c
.
A
c
i
e
r
U
.
S
.
C
a
n
a
d
a
I
n
c
.
6
7
7
7
9
0
5
7
6
2
0
1
2
0
4
2
3
1
9
0
8
1
9
0
2
9
5
5
9
E
,
M
V
O
n
e
(
1
)
2
0
0
7
C
a
t
e
r
p
i
l
l
a
r
6
5
7
G
W
h
e
e
l
482
S
e
c
u
r
e
d
P
a
r
t
y
D
e
b
t
o
r
N
a
m
e
F
i
l
e
N
o
.
R
e
g
i
s
t
r
a
t
i
o
n
N
o
.
a
n
d
R
e
g
i
s
t
r
a
t
i
o
n
P
e
r
i
o
d
C
o
l
l
a
t
e
r
a
l
D
e
s
c
r
i
p
t
i
o
n
a
n
d
O
t
h
e
r
P
a
r
t
i
c
u
l
a
r
s
(
6
y
e
a
r
s
)
A
s
a
m
e
n
d
e
d
b
y
2
0
1
2
0
5
1
6
1
7
3
1
1
9
0
1
4
9
3
6
A
s
a
m
e
n
d
e
d
b
y
2
0
1
3
0
8
0
8
1
9
1
4
1
9
0
1
6
0
7
3
S
c
r
a
p
e
r
S
/
N
C
A
T
0
6
5
7
G
L
W
1
B
0
0
1
1
2
t
o
g
e
t
h
e
r
w
i
t
h
a
l
l
a
t
t
a
c
h
m
e
n
t
s
,
a
c
c
e
s
s
o
r
i
e
s
,
a
c
c
e
s
s
i
o
n
s
,
r
e
p
l
a
c
e
m
e
n
t
s
,
s
u
b
s
t
i
t
u
t
i
o
n
s
,
a
d
d
i
t
i
o
n
s
a
n
d
i
m
p
r
o
v
e
m
e
n
t
s
t
o
t
h
e
a
b
o
v
e
m
e
n
t
i
o
n
e
d
c
o
l
l
a
t
e
r
a
l
a
n
d
a
l
l
p
r
o
c
e
e
d
s
i
n
a
n
y
f
o
r
m
d
e
r
i
v
e
d
d
i
r
e
c
t
l
y
o
r
i
n
d
i
r
e
c
t
l
y
f
r
o
m
a
n
y
d
e
a
l
i
n
g
w
i
t
h
s
u
c
h
c
o
l
l
a
t
e
r
a
l
a
n
d
a
r
i
g
h
t
t
o
a
n
i
n
s
u
r
a
n
c
e
p
a
y
m
e
n
t
o
r
a
n
y
p
a
y
m
e
n
t
t
h
a
t
i
n
d
e
m
n
i
f
i
e
s
o
r
c
o
m
p
e
n
s
a
t
e
s
f
o
r
l
o
s
s
o
r
d
a
m
a
g
e
t
o
s
u
c
h
c
o
l
l
a
t
e
r
a
l
o
r
p
r
o
c
e
e
d
s
o
f
s
u
c
h
c
o
l
l
a
t
e
r
a
l
.
P
r
o
c
e
e
d
s
?
G
o
o
d
s
,
s
e
c
u
r
i
t
i
e
s
,
d
o
c
u
m
e
n
t
s
o
f
t
i
t
l
e
,
c
h
a
t
t
e
l
p
a
p
e
r
,
i
n
s
t
r
u
m
e
n
t
s
,
m
o
n
e
y
a
n
d
i
n
t
a
n
g
i
b
l
e
s
.
2
6
.
C
a
t
e
r
p
i
l
l
a
r
F
i
n
a
n
c
i
a
l
S
e
r
v
i
c
e
s
L
i
m
i
t
e
d
U
.
S
.
S
t
e
e
l
C
a
n
a
d
a
I
n
c
.
A
c
i
e
r
U
.
S
.
C
a
n
a
d
a
I
n
c
.
6
7
7
7
9
0
5
5
8
2
0
1
2
0
4
2
3
1
9
0
7
1
9
0
1
4
3
1
5
(
R
e
g
.
5
y
e
a
r
s
)
A
s
a
m
e
n
d
e
d
b
y
2
0
1
3
0
8
0
8
1
9
1
7
1
9
0
2
0
8
1
9
E
,
M
V
O
n
e
(
1
)
2
0
0
7
C
a
t
e
r
p
i
l
l
a
r
6
5
7
G
W
h
e
e
l
S
c
r
a
p
e
r
S
/
N
C
A
T
0
6
5
7
G
A
W
1
B
0
0
1
1
1
t
o
g
e
t
h
e
r
w
i
t
h
a
l
l
a
t
t
a
c
h
m
e
n
t
s
,
a
c
c
e
s
s
o
r
i
e
s
,
a
c
c
e
s
s
i
o
n
s
,
r
e
p
l
a
c
e
m
e
n
t
s
,
s
u
b
s
t
i
t
u
t
i
o
n
s
,
a
d
d
i
t
i
o
n
s
a
n
d
i
m
p
r
o
v
e
m
e
n
t
s
t
o
t
h
e
a
b
o
v
e
m
e
n
t
i
o
n
e
d
c
o
l
l
a
t
e
r
a
l
a
n
d
a
l
l
p
r
o
c
e
e
d
s
i
n
a
n
y
f
o
r
m
d
e
r
i
v
e
d
d
i
r
e
c
t
l
y
o
r
i
n
d
i
r
e
c
t
l
y
f
r
o
m
a
n
y
d
e
a
l
i
n
g
w
i
t
h
s
u
c
h
c
o
l
l
a
t
e
r
a
l
a
n
d
a
r
i
g
h
t
t
o
a
n
i
n
s
u
r
a
n
c
e
p
a
y
m
e
n
t
o
r
a
n
y
p
a
y
m
e
n
t
t
h
a
t
i
n
d
e
m
n
i
f
i
e
s
o
r
c
o
m
p
e
n
s
a
t
e
s
f
o
r
l
o
s
s
o
r
d
a
m
a
g
e
t
o
s
u
c
h
c
o
l
l
a
t
e
r
a
l
o
r
p
r
o
c
e
e
d
s
o
f
s
u
c
h
c
o
l
l
a
t
e
r
a
l
.
P
r
o
c
e
e
d
s
?
G
o
o
d
s
,
s
e
c
u
r
i
t
i
e
s
,
d
o
c
u
m
e
n
t
s
o
f
t
i
t
l
e
,
c
h
a
t
t
e
l
p
a
p
e
r
,
i
n
s
t
r
u
m
e
n
t
s
,
m
o
n
e
y
a
n
d
i
n
t
a
n
g
i
b
l
e
s
.
2
7
.
R
i
c
o
h
C
a
n
a
d
a
I
n
c
.
U
.
S
.
S
t
e
e
l
C
a
n
a
d
a
I
n
c
.
6
7
8
0
5
0
5
4
1
2
0
1
2
0
5
0
2
1
3
2
0
1
6
1
6
1
0
6
1
(
R
e
g
.
4
y
e
a
r
s
)
E R
i
c
o
h
p
h
o
t
o
c
o
p
i
e
r
s
c
o
m
p
l
e
t
e
w
i
t
h
a
l
l
p
a
r
t
s
a
t
t
a
c
h
m
e
n
t
s
a
n
d
a
c
c
e
s
s
o
r
i
e
s
i
n
c
l
u
d
e
d
.
2
8
.
R
i
c
o
h
C
a
n
a
d
a
I
n
c
.
U
.
S
.
S
t
e
e
l
C
a
n
a
d
a
I
n
c
.
6
7
8
1
8
3
2
5
5
2
0
1
2
0
5
0
7
1
5
5
3
1
6
1
6
1
1
6
8
(
R
e
g
.
4
y
e
a
r
s
)
X R
i
c
o
h
p
h
o
t
o
c
o
p
i
e
r
s
c
o
m
p
l
e
t
e
w
i
t
h
a
l
l
p
a
r
t
s
a
t
t
a
c
h
m
e
n
t
s
a
n
d
a
c
c
e
s
s
o
r
i
e
s
i
n
c
l
u
d
e
d
.
2
9
.
R
i
c
o
h
C
a
n
a
d
a
I
n
c
.
U
.
S
.
S
t
e
e
l
C
a
n
a
d
a
I
n
c
.
6
7
9
0
6
8
4
5
9
2
0
1
2
0
6
0
8
1
9
4
6
1
5
3
1
6
6
2
1
(
R
e
g
.
4
y
e
a
r
s
)
E
,
O
3
0
.
N
a
t
i
o
n
a
l
L
e
a
s
i
n
g
G
r
o
u
p
I
n
c
.
U
.
S
.
S
t
e
e
l
C
a
n
a
d
a
I
n
c
.
6
8
0
0
2
5
8
4
3
2
0
1
2
0
7
1
8
1
2
4
3
6
0
0
5
2
5
7
7
E A
l
l
c
o
m
p
u
t
e
r
s
y
s
t
e
m
s
,
s
o
f
t
w
a
r
e
o
f
e
v
e
r
y
483
S
e
c
u
r
e
d
P
a
r
t
y
D
e
b
t
o
r
N
a
m
e
F
i
l
e
N
o
.
R
e
g
i
s
t
r
a
t
i
o
n
N
o
.
a
n
d
R
e
g
i
s
t
r
a
t
i
o
n
P
e
r
i
o
d
C
o
l
l
a
t
e
r
a
l
D
e
s
c
r
i
p
t
i
o
n
a
n
d
O
t
h
e
r
P
a
r
t
i
c
u
l
a
r
s
(
R
e
g
.
4
y
e
a
r
s
)
n
a
t
u
r
e
o
r
k
i
n
d
d
e
s
c
r
i
b
e
d
i
n
l
e
a
s
e
n
u
m
b
e
r
2
5
8
3
2
0
1
b
e
t
w
e
e
n
t
h
e
s
e
c
u
r
e
d
p
a
r
t
y
,
a
s
l
e
s
s
o
r
a
n
d
t
h
e
d
e
b
t
o
r
a
s
l
e
s
s
e
e
,
a
s
a
m
e
n
d
e
d
f
r
o
m
t
i
m
e
t
o
t
i
m
e
,
t
o
g
e
t
h
e
r
w
i
t
h
a
l
l
a
t
t
a
c
h
m
e
n
t
s
,
a
c
c
e
s
s
o
r
i
e
s
a
n
d
s
u
b
s
t
i
t
u
t
i
o
n
s
.
3
1
.
C
a
t
e
r
p
i
l
l
a
r
F
i
n
a
n
c
i
a
l
S
e
r
v
i
c
e
s
L
i
m
i
t
e
d
U
.
S
.
S
t
e
e
l
C
a
n
a
d
a
I
n
c
.
A
c
i
e
r
U
.
S
.
C
a
n
a
d
a
I
n
c
.
6
8
0
4
9
6
6
4
2
2
0
1
2
0
8
0
7
1
0
5
7
1
9
0
2
2
0
0
9
(
R
e
g
.
6
y
e
a
r
s
)
A
s
a
m
e
n
d
e
d
2
0
1
3
0
8
0
9
1
0
2
8
1
9
0
2
0
8
4
9
E
,
M
V
O
n
e
(
1
)
2
0
1
2
C
a
t
e
r
p
i
l
l
a
r
7
7
5
G
O
f
f
H
i
g
h
w
a
y
T
r
u
c
k
,
S
/
N
C
A
T
0
7
7
5
G
C
M
J
S
0
0
3
2
5
t
o
g
e
t
h
e
r
w
i
t
h
a
l
l
a
t
t
a
c
h
m
e
n
t
s
,
a
c
c
e
s
s
o
r
i
e
s
,
a
c
c
e
s
s
i
o
n
s
,
r
e
p
l
a
c
e
m
e
n
t
s
,
s
u
b
s
t
i
t
u
t
i
o
n
s
,
a
d
d
i
t
i
o
n
s
a
n
d
i
m
p
r
o
v
e
m
e
n
t
s
t
o
t
h
e
a
b
o
v
e
m
e
n
t
i
o
n
e
d
c
o
l
l
a
t
e
r
a
l
a
n
d
a
l
l
p
r
o
c
e
e
d
s
i
n
a
n
y
f
o
r
m
d
e
r
i
v
e
d
d
i
r
e
c
t
l
y
o
r
i
n
d
i
r
e
c
t
l
y
f
r
o
m
a
n
y
d
e
a
l
i
n
g
w
i
t
h
s
u
c
h
c
o
l
l
a
t
e
r
a
l
a
n
d
a
r
i
g
h
t
t
o
a
n
i
n
s
u
r
a
n
c
e
p
a
y
m
e
n
t
o
r
a
n
y
p
a
y
m
e
n
t
t
h
a
t
i
n
d
e
m
n
i
f
i
e
s
o
r
c
o
m
p
e
n
s
a
t
e
s
f
o
r
l
o
s
s
o
r
d
a
m
a
g
e
t
o
s
u
c
h
c
o
l
l
a
t
e
r
a
l
o
r
p
r
o
c
e
e
d
s
o
f
s
u
c
h
c
o
l
l
a
t
e
r
a
l
.
P
r
o
c
e
e
d
s
?
G
o
o
d
s
,
s
e
c
u
r
i
t
i
e
s
,
d
o
c
u
m
e
n
t
s
o
f
t
i
t
l
e
,
c
h
a
t
t
e
l
p
a
p
e
r
,
i
n
s
t
r
u
m
e
n
t
s
,
m
o
n
e
y
a
n
d
i
n
t
a
n
g
i
b
l
e
s
.
3
2
.
C
a
t
e
r
p
i
l
l
a
r
F
i
n
a
n
c
i
a
l
S
e
r
v
i
c
e
s
L
i
m
i
t
e
d
U
.
S
.
S
t
e
e
l
C
a
n
a
d
a
I
n
c
.
A
c
i
e
r
U
.
S
.
C
a
n
a
d
a
I
n
c
.
6
8
1
3
1
4
8
7
7
2
0
1
2
0
9
1
0
1
1
2
5
1
9
0
2
2
7
9
2
(
R
e
g
.
6
y
e
a
r
s
)
A
s
a
m
e
n
d
e
d
b
y
2
0
1
3
0
8
0
9
1
4
2
6
1
9
0
2
0
8
6
2
E
,
M
V
O
n
e
(
1
)
2
0
1
2
C
a
t
e
r
p
i
l
l
a
r
7
7
5
G
O
f
f
H
i
g
h
w
a
y
T
r
u
c
k
,
S
/
N
?
C
A
T
0
7
7
5
G
A
M
J
S
0
0
3
2
7
t
o
g
e
t
h
e
r
w
i
t
h
a
l
l
a
t
t
a
c
h
m
e
n
t
s
,
a
c
c
e
s
s
o
r
i
e
s
,
a
c
c
e
s
s
i
o
n
s
,
r
e
p
l
a
c
e
m
e
n
t
s
,
s
u
b
s
t
i
t
u
t
i
o
n
s
,
a
d
d
i
t
i
o
n
s
a
n
d
i
m
p
r
o
v
e
m
e
n
t
s
t
o
t
h
e
a
b
o
v
e
m
e
n
t
i
o
n
e
d
c
o
l
l
a
t
e
r
a
l
a
n
d
a
l
l
p
r
o
c
e
e
d
s
i
n
a
n
y
f
o
r
m
d
e
r
i
v
e
d
d
i
r
e
c
t
l
y
o
r
i
n
d
i
r
e
c
t
l
y
f
r
o
m
a
n
y
d
e
a
l
i
n
g
w
i
t
h
s
u
c
h
c
o
l
l
a
t
e
r
a
l
a
n
d
a
r
i
g
h
t
t
o
a
n
i
n
s
u
r
a
n
c
e
p
a
y
m
e
n
t
o
r
a
n
y
p
a
y
m
e
n
t
t
h
a
t
i
n
d
e
m
n
i
f
i
e
s
o
r
c
o
m
p
e
n
s
a
t
e
s
f
o
r
l
o
s
s
o
r
d
a
m
a
g
e
t
o
s
u
c
h
c
o
l
l
a
t
e
r
a
l
o
r
p
r
o
c
e
e
d
s
o
f
s
u
c
h
c
o
l
l
a
t
e
r
a
l
.
P
r
o
c
e
e
d
s
?
G
o
o
d
s
,
s
e
c
u
r
i
t
i
e
s
,
d
o
c
u
m
e
n
t
s
o
f
t
i
t
l
e
,
c
h
a
t
t
e
l
p
a
p
e
r
,
i
n
s
t
r
u
m
e
n
t
s
,
m
o
n
e
y
a
n
d
i
n
t
a
n
g
i
b
l
e
s
.
3
3
.
C
a
t
e
r
p
i
l
l
a
r
F
i
n
a
n
c
i
a
l
S
e
r
v
i
c
e
s
L
i
m
i
t
e
d
U
.
S
.
S
t
e
e
l
C
a
n
a
d
a
I
n
c
.
A
c
i
e
r
U
.
S
.
C
a
n
a
d
a
I
n
c
.
6
8
1
6
1
8
9
0
6
2
0
1
2
0
9
2
1
1
2
3
0
1
9
0
1
7
8
6
8
(
R
e
g
.
6
y
e
a
r
s
)
A
s
a
m
e
n
d
e
d
b
y
E
M
V
O
n
e
(
1
)
2
0
1
2
C
a
t
e
r
p
i
l
l
a
r
7
7
5
G
O
f
f
H
i
g
h
w
a
y
T
r
u
c
k
S
/
N
?
C
A
T
0
7
7
5
G
A
M
J
S
0
0
3
3
0
t
o
g
e
t
h
e
r
w
i
t
h
a
l
l
a
t
t
a
c
h
m
e
n
t
s
,
a
c
c
e
s
s
o
r
i
e
s
,
484
S
e
c
u
r
e
d
P
a
r
t
y
D
e
b
t
o
r
N
a
m
e
F
i
l
e
N
o
.
R
e
g
i
s
t
r
a
t
i
o
n
N
o
.
a
n
d
R
e
g
i
s
t
r
a
t
i
o
n
P
e
r
i
o
d
C
o
l
l
a
t
e
r
a
l
D
e
s
c
r
i
p
t
i
o
n
a
n
d
O
t
h
e
r
P
a
r
t
i
c
u
l
a
r
s
2
0
1
2
1
0
0
2
1
6
4
2
1
9
0
1
8
1
0
9
A
s
a
m
e
n
d
e
d
b
y
2
0
1
2
1
0
0
9
1
8
2
0
1
9
0
2
3
4
0
2
A
s
a
m
e
n
d
e
d
b
y
2
0
1
3
0
8
0
9
1
0
3
5
1
9
0
1
6
1
0
2
a
c
c
e
s
s
i
o
n
s
,
r
e
p
l
a
c
e
m
e
n
t
s
,
s
u
b
s
t
i
t
u
t
i
o
n
s
,
a
d
d
i
t
i
o
n
s
a
n
d
i
m
p
r
o
v
e
m
e
n
t
s
t
o
t
h
e
a
b
o
v
e
m
e
n
t
i
o
n
e
d
c
o
l
l
a
t
e
r
a
l
a
n
d
a
l
l
p
r
o
c
e
e
d
s
i
n
a
n
y
f
o
r
m
d
e
r
i
v
e
d
d
i
r
e
c
t
l
y
o
r
i
n
d
i
r
e
c
t
l
y
f
r
o
m
a
n
y
d
e
a
l
i
n
g
w
i
t
h
s
u
c
h
c
o
l
l
a
t
e
r
a
l
a
n
d
a
r
i
g
h
t
t
o
a
n
i
n
s
u
r
a
n
c
e
p
a
y
m
e
n
t
o
r
a
n
y
p
a
y
m
e
n
t
t
h
a
t
i
n
d
e
m
n
i
f
i
e
s
o
r
c
o
m
p
e
n
s
a
t
e
s
f
o
r
l
o
s
s
o
r
d
a
m
a
g
e
t
o
s
u
c
h
c
o
l
l
a
t
e
r
a
l
o
r
p
r
o
c
e
e
d
s
o
f
s
u
c
h
c
o
l
l
a
t
e
r
a
l
.
P
r
o
c
e
e
d
s
?
G
o
o
d
s
,
s
e
c
u
r
i
t
i
e
s
,
d
o
c
u
m
e
n
t
s
o
f
t
i
t
l
e
,
c
h
a
t
t
e
l
p
a
p
e
r
,
i
n
s
t
r
u
m
e
n
t
s
,
m
o
n
e
y
a
n
d
i
n
t
a
n
g
i
b
l
e
s
.
3
4
.
C
a
t
e
r
p
i
l
l
a
r
F
i
n
a
n
c
i
a
l
S
e
r
v
i
c
e
s
L
i
m
i
t
e
d
U
.
S
.
S
t
e
e
l
C
a
n
a
d
a
I
n
c
.
A
c
i
e
r
U
.
S
.
C
a
n
a
d
a
I
n
c
.
6
8
2
4
6
7
0
5
7
2
0
1
2
1
0
2
9
1
0
0
7
1
9
0
2
3
8
0
2
(
R
e
g
.
5
y
e
a
r
s
)
A
s
a
m
e
n
d
e
d
2
0
1
3
0
8
0
9
1
4
0
9
1
9
0
2
0
8
6
1
E
,
M
V
O
n
e
(
1
)
1
9
9
8
C
a
t
e
r
p
i
l
l
a
r
6
5
7
E
W
a
t
e
r
T
a
n
k
e
r
/
S
c
r
a
p
e
r
S
/
N
?
6
T
R
0
0
2
0
8
c
o
m
e
s
w
i
t
h
n
e
w
k
l
e
i
n
1
2
,
0
0
0
u
s
G
a
l
T
a
n
k
e
r
,
t
o
g
e
t
h
e
r
w
i
t
h
a
l
l
a
t
t
a
c
h
m
e
n
t
s
,
a
c
c
e
s
s
o
r
i
e
s
,
a
c
c
e
s
s
i
o
n
s
,
r
e
p
l
a
c
e
m
e
n
t
s
,
s
u
b
s
t
i
t
u
t
i
o
n
s
,
a
d
d
i
t
i
o
n
s
a
n
d
i
m
p
r
o
v
e
m
e
n
t
s
t
o
t
h
e
a
b
o
v
e
m
e
n
t
i
o
n
e
d
c
o
l
l
a
t
e
r
a
l
a
n
d
a
l
l
p
r
o
c
e
e
d
s
i
n
a
n
y
f
o
r
m
d
e
r
i
v
e
d
d
i
r
e
c
t
l
y
o
r
i
n
d
i
r
e
c
t
l
y
f
r
o
m
a
n
y
d
e
a
l
i
n
g
w
i
t
h
s
u
c
h
c
o
l
l
a
t
e
r
a
l
a
n
d
a
r
i
g
h
t
t
o
a
n
i
n
s
u
r
a
n
c
e
p
a
y
m
e
n
t
o
r
a
n
y
p
a
y
m
e
n
t
t
h
a
t
i
n
d
e
m
n
i
f
i
e
s
o
r
c
o
m
p
e
n
s
a
t
e
s
f
o
r
l
o
s
s
o
r
d
a
m
a
g
e
t
o
s
u
c
h
c
o
l
l
a
t
e
r
a
l
o
r
p
r
o
c
e
e
d
s
o
f
s
u
c
h
c
o
l
l
a
t
e
r
a
l
.
P
r
o
c
e
e
d
s
?
G
o
o
d
s
,
s
e
c
u
r
i
t
i
e
s
,
d
o
c
u
m
e
n
t
s
o
f
t
i
t
l
e
,
c
h
a
t
t
e
l
p
a
p
e
r
,
i
n
s
t
r
u
m
e
n
t
s
,
m
o
n
e
y
a
n
d
i
n
t
a
n
g
i
b
l
e
s
.
3
5
.
W
h
e
e
l
s
L
e
a
s
i
n
g
C
a
n
a
d
a
,
L
t
d
.
U
.
S
.
S
t
e
e
l
C
a
n
a
d
a
6
8
4
7
5
6
0
4
5
2
0
1
3
0
2
1
9
1
0
0
4
1
4
6
2
7
1
6
4
(
R
e
g
.
3
y
e
a
r
s
)
E
,
M
V
A
m
o
u
n
t
S
e
c
u
r
e
d
:
$
5
2
0
6
7
2
0
1
3
B
u
i
c
k
E
n
c
l
a
v
e
A
W
D
4
D
R
P
R
E
(
V
I
N
:
5
G
A
K
V
D
K
D
2
D
J
1
5
1
3
8
9
)
3
6
.
C
a
t
e
r
p
i
l
l
a
r
F
i
n
a
n
c
i
a
l
S
e
r
v
i
c
e
s
L
i
m
i
t
e
d
U
.
S
.
S
t
e
e
l
C
a
n
a
d
a
I
n
c
.
A
c
i
e
r
U
.
S
.
C
a
n
a
d
a
I
n
c
.
6
8
5
9
9
1
2
5
9
2
0
1
3
0
4
1
1
1
2
0
1
1
9
0
2
7
2
8
1
(
R
e
g
.
6
Y
e
a
r
s
)
.
a
s
a
m
e
n
d
e
d
b
y
2
0
1
3
0
8
0
9
1
0
4
2
1
9
0
1
6
1
0
3
E
,
M
V
O
n
e
(
1
)
2
0
1
2
C
a
t
e
r
p
i
l
l
a
r
D
6
T
L
G
P
t
r
a
c
k
t
y
p
e
T
r
a
c
t
o
r
C
/
W
V
p
a
t
B
l
a
d
e
t
o
g
e
t
h
e
r
w
i
t
h
a
l
l
a
t
t
a
c
h
m
e
n
t
s
,
a
c
c
e
s
s
o
r
i
e
s
,
a
c
c
e
s
s
i
o
n
s
,
r
e
p
l
a
c
e
m
e
n
t
s
,
s
u
b
s
t
i
t
u
t
i
o
n
s
,
a
d
d
i
t
i
o
n
s
a
n
d
i
m
p
r
o
v
e
m
e
n
t
s
t
o
t
h
e
a
b
o
v
e
m
e
n
t
i
o
n
e
d
c
o
l
l
a
t
e
r
a
l
a
n
d
a
l
l
p
r
o
c
e
e
d
s
i
n
a
n
y
f
o
r
m
485
S
e
c
u
r
e
d
P
a
r
t
y
D
e
b
t
o
r
N
a
m
e
F
i
l
e
N
o
.
R
e
g
i
s
t
r
a
t
i
o
n
N
o
.
a
n
d
R
e
g
i
s
t
r
a
t
i
o
n
P
e
r
i
o
d
C
o
l
l
a
t
e
r
a
l
D
e
s
c
r
i
p
t
i
o
n
a
n
d
O
t
h
e
r
P
a
r
t
i
c
u
l
a
r
s
d
e
r
i
v
e
d
d
i
r
e
c
t
l
y
o
r
i
n
d
i
r
e
c
t
l
y
f
r
o
m
a
n
y
d
e
a
l
i
n
g
w
i
t
h
s
u
c
h
c
o
l
l
a
t
e
r
a
l
a
n
d
a
r
i
g
h
t
t
o
a
n
i
n
s
u
r
a
n
c
e
p
a
y
m
e
n
t
o
r
a
n
y
p
a
y
m
e
n
t
t
h
a
t
i
n
d
e
m
n
i
f
i
e
s
o
r
c
o
m
p
e
n
s
a
t
e
s
f
o
r
l
o
s
s
o
r
d
a
m
a
g
e
t
o
s
u
c
h
c
o
l
l
a
t
e
r
a
l
o
r
p
r
o
c
e
e
d
s
o
f
s
u
c
h
c
o
l
l
a
t
e
r
a
l
.
P
r
o
c
e
e
d
s
?
G
o
o
d
s
,
s
e
c
u
r
i
t
i
e
s
,
d
o
c
u
m
e
n
t
s
o
f
t
i
t
l
e
,
c
h
a
t
t
e
l
p
a
p
e
r
,
i
n
s
t
r
u
m
e
n
t
s
,
m
o
n
e
y
a
n
d
i
n
t
a
n
g
i
b
l
e
s
.
3
7
.
C
a
t
e
r
p
i
l
l
a
r
F
i
n
a
n
c
i
a
l
S
e
r
v
i
c
e
s
L
i
m
i
t
e
d
U
.
S
.
S
t
e
e
l
C
a
n
a
d
a
I
n
c
.
A
c
i
e
r
U
.
S
.
C
a
n
a
d
a
I
n
c
.
6
8
9
2
9
5
5
7
3
2
0
1
3
0
8
0
7
1
6
3
6
8
0
7
7
2
5
1
9
(
R
e
g
.
3
Y
e
a
r
s
)
E
,
O
,
M
V
O
n
e
(
1
)
2
0
1
0
C
a
t
e
r
p
i
l
l
a
r
9
9
2
K
W
h
e
e
l
L
o
a
d
e
r
S
/
N
C
A
T
0
9
9
2
K
E
H
4
C
0
0
4
2
1
O
n
e
(
1
)
2
0
1
0
C
a
t
e
r
p
i
l
l
a
r
9
8
8
H
W
h
e
e
l
L
o
a
d
e
r
S
/
N
C
A
T
0
9
8
8
H
L
B
X
Y
0
4
0
1
0
o
n
e
(
1
)
2
0
1
0
c
a
t
e
r
p
i
l
l
a
r
7
7
5
f
O
f
f
H
i
g
h
w
a
y
t
r
u
c
k
s
/
n
C
A
T
0
7
7
5
F
P
D
L
S
0
1
1
5
7
o
n
e
(
1
)
2
0
1
0
C
a
t
e
r
p
i
l
l
a
r
9
8
8
H
W
h
e
e
l
L
o
a
d
e
r
S
/
N
C
A
T
0
9
8
8
H
E
B
X
Y
0
4
0
0
9
a
l
l
p
r
o
c
e
e
d
s
o
f
e
v
e
r
y
t
y
p
e
,
i
t
e
m
o
r
k
i
n
d
i
n
c
l
u
d
i
n
g
b
u
t
n
o
t
l
i
m
i
t
e
d
t
o
g
o
o
d
s
,
c
h
a
t
t
e
l
p
a
p
e
r
,
i
n
s
t
r
u
m
e
n
t
s
,
s
e
c
u
r
i
t
i
e
s
,
i
n
t
a
n
g
i
b
l
e
s
,
d
o
c
u
m
e
n
t
s
o
f
t
i
t
l
e
,
m
o
n
e
y
a
n
d
a
n
y
p
r
o
p
e
r
t
y
o
r
o
b
l
i
g
a
t
i
o
n
s
r
e
c
e
i
v
e
d
w
h
e
n
s
u
c
h
c
o
l
l
a
t
e
r
a
l
o
r
p
r
o
c
e
e
d
s
a
r
e
s
o
l
d
,
c
o
l
l
e
c
t
e
d
,
d
e
a
l
t
w
i
t
h
,
e
x
c
h
a
n
g
e
d
o
r
o
t
h
e
r
w
i
s
e
d
i
s
p
o
s
e
d
o
f
.
P
r
o
c
e
e
d
s
g
o
o
d
s
,
s
e
c
u
r
i
t
i
e
s
,
d
o
c
u
m
e
n
t
s
o
f
t
i
t
l
e
,
c
h
a
t
t
e
l
p
a
p
e
r
,
i
n
s
t
r
u
m
e
n
t
s
,
m
o
n
e
y
a
n
d
i
n
t
a
n
g
i
b
l
e
s
.
3
8
.
C
a
t
e
r
p
i
l
l
a
r
F
i
n
a
n
c
i
a
l
S
e
r
v
i
c
e
s
L
i
m
i
t
e
d
U
.
S
.
S
t
e
e
l
C
a
n
a
d
a
I
n
c
.
A
c
i
e
r
U
.
S
.
C
a
n
a
d
a
I
n
c
.
6
8
9
3
1
1
8
2
7
2
0
1
3
0
8
0
8
1
2
3
6
1
9
0
2
0
7
9
6
(
R
e
g
.
5
Y
e
a
r
s
)
E
,
M
V
O
n
e
(
1
)
2
0
0
7
C
a
t
e
r
p
i
l
l
a
r
6
5
7
G
W
h
e
e
l
S
c
r
a
p
e
r
S
/
N
C
A
T
0
6
5
7
G
L
W
1
B
0
0
1
1
2
a
l
l
p
r
o
c
e
e
d
s
o
f
e
v
e
r
y
t
y
p
e
,
i
t
e
m
o
r
k
i
n
d
i
n
c
l
u
d
i
n
g
b
u
t
n
o
t
l
i
m
i
t
e
d
t
o
g
o
o
d
s
,
c
h
a
t
t
e
l
p
a
p
e
r
,
i
n
s
t
r
u
m
e
n
t
s
,
s
e
c
u
r
i
t
i
e
s
,
i
n
t
a
n
g
i
b
l
e
s
,
d
o
c
u
m
e
n
t
s
o
f
t
i
t
l
e
,
m
o
n
e
y
a
n
d
a
n
y
p
r
o
p
e
r
t
y
o
r
o
b
l
i
g
a
t
i
o
n
s
r
e
c
e
i
v
e
d
w
h
e
n
s
u
c
h
c
o
l
l
a
t
e
r
a
l
o
r
p
r
o
c
e
e
d
s
a
r
e
s
o
l
d
,
c
o
l
l
e
c
t
e
d
,
d
e
a
l
t
w
i
t
h
,
e
x
c
h
a
n
g
e
d
o
r
o
t
h
e
r
w
i
s
e
d
i
s
p
o
s
e
d
o
f
.
P
r
o
c
e
e
d
s
?
G
o
o
d
s
,
s
e
c
u
r
i
t
i
e
s
,
d
o
c
u
m
e
n
t
s
o
f
t
i
t
l
e
,
c
h
a
t
t
e
l
p
a
p
e
r
,
i
n
s
t
r
u
m
e
n
t
s
,
m
o
n
e
y
a
n
d
i
n
t
a
n
g
i
b
l
e
s
.
486
S
e
c
u
r
e
d
P
a
r
t
y
D
e
b
t
o
r
N
a
m
e
F
i
l
e
N
o
.
R
e
g
i
s
t
r
a
t
i
o
n
N
o
.
a
n
d
R
e
g
i
s
t
r
a
t
i
o
n
P
e
r
i
o
d
C
o
l
l
a
t
e
r
a
l
D
e
s
c
r
i
p
t
i
o
n
a
n
d
O
t
h
e
r
P
a
r
t
i
c
u
l
a
r
s
3
9
.
C
a
t
e
r
p
i
l
l
a
r
F
i
n
a
n
c
i
a
l
S
e
r
v
i
c
e
s
L
i
m
i
t
e
d
U
.
S
.
S
t
e
e
l
C
a
n
a
d
a
I
n
c
.
A
c
i
e
r
U
.
S
.
C
a
n
a
d
a
I
n
c
.
6
8
9
3
1
2
7
8
1
2
0
1
3
0
8
0
8
1
3
3
8
1
9
0
1
6
0
4
9
(
R
e
g
.
5
Y
e
a
r
s
)
E
,
M
V
O
n
e
(
1
)
2
0
0
7
C
a
t
e
r
p
i
l
l
a
r
6
5
7
G
W
h
e
e
l
S
c
r
a
p
e
r
S
/
N
C
A
T
0
6
5
7
G
A
W
1
B
0
0
1
1
1
,
o
n
e
(
1
)
2
0
0
7
C
a
t
e
r
p
i
l
l
a
r
6
5
7
G
W
h
e
e
l
S
c
r
a
p
e
r
S
/
N
C
A
T
0
6
5
7
G
V
W
1
B
0
0
1
1
0
a
l
l
p
r
o
c
e
e
d
s
o
f
e
v
e
r
y
t
y
p
e
,
i
t
e
m
o
r
k
i
n
d
i
n
c
l
u
d
i
n
g
b
u
t
n
o
t
l
i
m
i
t
e
d
t
o
g
o
o
d
s
,
c
h
a
t
t
e
l
p
a
p
e
r
,
i
n
s
t
r
u
m
e
n
t
s
,
s
e
c
u
r
i
t
i
e
s
,
i
n
t
a
n
g
i
b
l
e
s
,
d
o
c
u
m
e
n
t
s
o
f
t
i
t
l
e
,
m
o
n
e
y
a
n
d
a
n
y
p
r
o
p
e
r
t
y
o
r
o
b
l
i
g
a
t
i
o
n
s
r
e
c
e
i
v
e
d
w
h
e
n
s
u
c
h
c
o
l
l
a
t
e
r
a
l
o
r
p
r
o
c
e
e
d
s
a
r
e
s
o
l
d
,
c
o
l
l
e
c
t
e
d
,
d
e
a
l
t
w
i
t
h
,
e
x
c
h
a
n
g
e
d
o
r
o
t
h
e
r
w
i
s
e
d
i
s
p
o
s
e
d
o
f
.
P
r
o
c
e
e
d
s
?
G
o
o
d
s
,
s
e
c
u
r
i
t
i
e
s
,
d
o
c
u
m
e
n
t
s
o
f
t
i
t
l
e
,
c
h
a
t
t
e
l
p
a
p
e
r
,
i
n
s
t
r
u
m
e
n
t
s
,
m
o
n
e
y
a
n
d
i
n
t
a
n
g
i
b
l
e
s
.
4
0
.
C
a
t
e
r
p
i
l
l
a
r
F
i
n
a
n
c
i
a
l
S
e
r
v
i
c
e
s
L
i
m
i
t
e
d
U
.
S
.
S
t
e
e
l
C
a
n
a
d
a
I
n
c
.
A
c
i
e
r
U
.
S
.
C
a
n
a
d
a
I
n
c
.
6
8
9
2
9
5
4
2
9
2
0
1
3
0
8
0
7
1
6
3
6
8
0
7
7
2
5
0
4
(
R
e
g
.
3
Y
e
a
r
s
)
E
,
O
,
M
V
O
n
e
(
1
)
2
0
0
6
C
a
t
e
r
p
i
l
l
a
r
D
8
T
T
r
a
c
k
t
y
p
e
T
r
a
c
t
o
r
S
/
N
C
A
T
0
0
D
8
T
C
J
8
B
0
0
5
7
4
,
o
n
e
(
1
)
2
0
0
8
C
a
t
e
r
p
i
l
l
a
r
7
7
5
F
o
f
f
h
i
g
h
w
a
y
T
r
u
c
k
S
/
N
C
A
T
0
7
7
5
F
A
D
L
S
0
0
5
9
6
,
o
n
e
(
1
)
2
0
1
1
C
a
t
e
r
p
i
l
l
a
r
9
8
8
H
W
h
e
e
l
L
o
a
d
e
r
S
/
N
C
A
T
0
9
8
8
H
H
B
X
Y
0
4
4
5
9
C
/
W
1
0
.
0
C
u
b
i
c
Y
a
r
d
G
P
S
t
r
a
i
g
h
t
E
d
g
e
B
u
c
k
e
t
w
/
b
o
e
o
n
e
(
1
)
2
0
1
1
C
a
t
e
r
p
i
l
l
a
r
9
8
8
H
W
h
e
e
l
L
o
a
d
e
r
S
/
N
C
A
T
0
9
8
8
H
H
B
X
Y
0
4
1
5
4
C
/
W
1
0
.
0
C
u
b
i
c
Y
a
r
d
G
P
S
t
r
a
i
g
h
t
E
d
g
e
b
u
c
k
e
t
w
/
b
o
e
a
l
l
p
r
o
c
e
e
d
s
o
f
e
v
e
r
y
t
y
p
e
,
i
t
e
m
o
r
k
i
n
d
i
n
c
l
u
d
i
n
g
b
u
t
n
o
t
l
i
m
i
t
e
d
t
o
g
o
o
d
s
,
c
h
a
t
t
e
l
p
a
p
e
r
,
i
n
s
t
r
u
m
e
n
t
s
,
s
e
c
u
r
i
t
i
e
s
,
i
n
t
a
n
g
i
b
l
e
s
,
d
o
c
u
m
e
n
t
s
o
f
t
i
t
l
e
,
m
o
n
e
y
a
n
d
a
n
y
p
r
o
p
e
r
t
y
o
r
o
b
l
i
g
a
t
i
o
n
s
r
e
c
e
i
v
e
d
w
h
e
n
s
u
c
h
c
o
l
l
a
t
e
r
a
l
o
r
p
r
o
c
e
e
d
s
a
n
y
p
r
o
p
e
r
t
y
o
r
o
b
l
i
g
a
t
i
o
n
s
r
e
c
e
i
v
e
d
w
h
e
n
s
u
c
h
c
o
l
l
a
t
e
r
a
l
o
r
p
r
o
c
e
e
d
s
.
P
r
o
c
e
e
d
s
?
g
o
o
d
s
,
s
e
c
u
r
i
t
i
e
s
,
d
o
c
u
m
e
n
t
s
o
f
t
i
t
l
e
,
c
h
a
t
t
e
l
p
a
p
e
r
,
i
n
s
t
r
u
m
e
n
t
s
,
m
o
n
e
y
a
n
d
i
n
t
a
n
g
i
b
l
e
s
.
4
1
.
C
a
t
e
r
p
i
l
l
a
r
F
i
n
a
n
c
i
a
l
S
e
r
v
i
c
e
s
L
i
m
i
t
e
d
U
.
S
.
S
t
e
e
l
C
a
n
a
d
a
I
n
c
.
A
c
i
e
r
U
.
S
.
C
a
n
a
d
a
I
n
c
.
6
8
9
3
2
1
4
4
8
2
0
1
3
0
8
0
8
1
7
0
7
1
9
0
2
0
8
0
7
(
R
e
g
.
5
Y
e
a
r
s
)
E
,
M
V
O
n
e
(
1
)
2
0
0
6
C
a
t
e
r
p
i
l
l
a
r
D
8
T
t
r
a
c
k
t
y
p
e
T
r
a
c
t
o
r
S
/
N
C
A
T
0
0
D
8
T
C
J
8
B
0
0
5
7
4
o
n
e
(
1
)
2
0
0
8
C
a
t
e
r
p
i
l
l
a
r
7
7
5
F
O
f
f
H
i
g
h
w
a
y
T
r
u
c
k
S
/
N
C
A
T
0
7
7
5
F
A
D
L
S
0
0
5
9
6
o
n
e
(
1
)
2
0
1
1
487
S
e
c
u
r
e
d
P
a
r
t
y
D
e
b
t
o
r
N
a
m
e
F
i
l
e
N
o
.
R
e
g
i
s
t
r
a
t
i
o
n
N
o
.
a
n
d
R
e
g
i
s
t
r
a
t
i
o
n
P
e
r
i
o
d
C
o
l
l
a
t
e
r
a
l
D
e
s
c
r
i
p
t
i
o
n
a
n
d
O
t
h
e
r
P
a
r
t
i
c
u
l
a
r
s
C
a
t
e
r
p
i
l
l
a
r
9
8
8
H
W
h
e
e
l
L
o
a
d
e
r
S
/
N
C
A
T
0
9
8
8
H
H
B
X
Y
0
4
4
5
9
C
/
W
1
0
.
0
c
u
b
i
c
y
a
r
d
G
P
s
t
r
a
i
g
h
t
e
d
g
e
b
u
c
k
e
t
w
/
b
o
e
o
n
e
(
1
)
2
0
1
1
C
a
t
e
r
p
i
l
l
a
r
9
8
8
H
W
h
e
e
l
L
o
a
d
e
r
S
/
N
C
A
T
0
9
8
8
H
H
B
X
Y
0
4
1
5
4
C
/
W
1
0
.
0
c
u
b
i
c
y
a
r
d
G
P
s
t
r
a
i
g
h
t
e
d
g
e
b
u
c
k
e
t
w
/
b
o
e
a
l
l
p
r
o
c
e
e
d
s
o
f
e
v
e
r
y
t
y
p
e
,
i
t
e
m
o
r
k
i
n
d
i
n
c
l
u
d
i
n
g
b
u
t
n
o
t
l
i
m
i
t
e
d
t
o
g
o
o
d
s
,
c
h
a
t
t
e
l
p
a
p
e
r
,
i
n
s
t
r
u
m
e
n
t
s
,
s
e
c
u
r
i
t
i
e
s
,
i
n
t
a
n
g
i
b
l
e
s
,
d
o
c
u
m
e
n
t
s
o
f
t
i
t
l
e
,
m
o
n
e
y
a
n
d
a
n
y
p
r
o
p
e
r
t
y
o
r
o
b
l
i
g
a
t
i
o
n
s
r
e
c
e
i
v
e
d
w
h
e
n
s
u
c
h
c
o
l
l
a
t
e
r
a
l
o
r
p
r
o
c
e
e
d
s
a
r
e
s
o
l
d
,
c
o
l
l
e
c
t
e
d
,
d
e
a
l
t
w
i
t
h
,
e
x
c
h
a
n
g
e
d
o
r
o
t
h
e
r
w
i
s
e
d
i
s
p
o
s
e
d
o
f
.
p
r
o
c
e
e
d
s
?
g
o
o
d
s
,
s
e
c
u
r
i
t
i
e
s
,
d
o
c
u
m
e
n
t
s
o
f
t
i
t
l
e
,
c
h
a
t
t
e
l
p
a
p
e
r
,
i
n
s
t
r
u
m
e
n
t
s
,
m
o
n
e
y
a
n
d
i
n
t
a
n
g
i
b
l
e
s
.
4
2
.
C
a
t
e
r
p
i
l
l
a
r
F
i
n
a
n
c
i
a
l
S
e
r
v
i
c
e
s
L
i
m
i
t
e
d
U
.
S
.
S
t
e
e
l
C
a
n
a
d
a
I
n
c
.
A
c
i
e
r
U
.
S
.
C
a
n
a
d
a
I
n
c
.
6
8
9
3
4
5
6
8
5
2
0
1
3
0
8
0
9
1
1
4
3
1
9
0
2
0
8
5
7
(
R
e
g
.
5
Y
e
a
r
s
)
E
,
M
V
o
n
e
(
1
)
2
0
1
2
C
a
t
e
r
p
i
l
l
a
r
7
7
5
g
T
r
a
c
k
t
y
p
e
T
r
a
c
t
o
r
S
/
N
C
a
t
0
7
7
5
g
a
m
j
s
0
0
3
2
7
a
l
l
p
r
o
c
e
e
d
s
o
f
e
v
e
r
y
t
y
p
e
,
i
t
e
m
o
r
k
i
n
d
i
n
c
l
u
d
i
n
g
b
u
t
n
o
t
l
i
m
i
t
e
d
t
o
g
o
o
d
s
,
c
h
a
t
t
e
l
p
a
p
e
r
,
i
n
s
t
r
u
m
e
n
t
s
,
s
e
c
u
r
i
t
i
e
s
,
i
n
t
a
n
g
i
b
l
e
s
,
d
o
c
u
m
e
n
t
s
o
f
t
i
t
l
e
,
m
o
n
e
y
a
n
d
a
n
y
p
r
o
p
e
r
t
y
o
r
o
b
l
i
g
a
t
i
o
n
s
r
e
c
e
i
v
e
d
w
h
e
n
s
u
c
h
c
o
l
l
a
t
e
r
a
l
o
r
p
r
o
c
e
e
d
s
a
r
e
s
o
l
d
,
c
o
l
l
e
c
t
e
d
,
d
e
a
l
t
w
i
t
h
,
e
x
c
h
a
n
g
e
d
o
r
o
t
h
e
r
w
i
s
e
d
i
s
p
o
s
e
d
o
f
.
P
r
o
c
e
e
d
s
?
g
o
o
d
s
,
s
e
c
u
r
i
t
i
e
s
,
d
o
c
u
m
e
n
t
s
o
f
t
i
t
l
e
,
c
h
a
t
t
e
l
p
a
p
e
r
,
i
n
s
t
r
u
m
e
n
t
s
,
m
o
n
e
y
a
n
d
i
n
t
a
n
g
i
b
l
e
s
.
4
3
.
C
a
t
e
r
p
i
l
l
a
r
F
i
n
a
n
c
i
a
l
S
e
r
v
i
c
e
s
L
i
m
i
t
e
d
U
.
S
.
S
t
e
e
l
C
a
n
a
d
a
I
n
c
.
A
c
i
e
r
U
.
S
.
C
a
n
a
d
a
I
n
c
.
6
8
9
3
3
0
8
1
7
2
0
1
3
0
8
0
9
1
0
4
3
1
9
0
2
0
8
5
1
(
R
e
g
.
4
y
e
a
r
s
)
E
,
M
V
O
n
e
(
1
)
1
9
9
8
C
a
t
e
r
p
i
l
l
a
r
6
5
7
E
W
h
e
e
l
T
r
a
c
t
o
r
-
s
c
r
a
p
e
r
S
/
N
6
T
R
0
0
2
0
8
C
/
W
n
e
w
K
l
e
i
n
1
2
,
0
0
0
U
S
G
A
L
T
a
n
k
e
r
a
l
l
p
r
o
c
e
e
d
s
o
f
e
v
e
r
y
t
y
p
e
,
i
t
e
m
o
r
k
i
n
d
i
n
c
l
u
d
i
n
g
b
u
t
n
o
t
l
i
m
i
t
e
d
t
o
g
o
o
d
s
,
c
h
a
t
t
e
l
p
a
p
e
r
,
i
n
s
t
r
u
m
e
n
t
s
,
s
e
c
u
r
i
t
i
e
s
,
i
n
t
a
n
g
i
b
l
e
s
,
d
o
c
u
m
e
n
t
s
o
f
t
i
t
l
e
,
m
o
n
e
y
a
n
d
a
n
y
p
r
o
p
e
r
t
y
o
r
o
b
l
i
g
a
t
i
o
n
s
r
e
c
e
i
v
e
d
w
h
e
n
s
u
c
h
c
o
l
l
a
t
e
r
a
l
o
r
p
r
o
c
e
e
d
s
a
r
e
s
o
l
d
,
c
o
l
l
e
c
t
e
d
,
d
e
a
l
t
w
i
t
h
,
e
x
c
h
a
n
g
e
d
o
r
o
t
h
e
r
w
i
s
e
d
i
s
p
o
s
e
d
o
f
.
p
r
o
c
e
e
d
s
?
g
o
o
d
s
,
s
e
c
u
r
i
t
i
e
s
,
d
o
c
u
m
e
n
t
s
o
f
t
i
t
l
e
,
c
h
a
t
t
e
l
p
a
p
e
r
,
488
S
e
c
u
r
e
d
P
a
r
t
y
D
e
b
t
o
r
N
a
m
e
F
i
l
e
N
o
.
R
e
g
i
s
t
r
a
t
i
o
n
N
o
.
a
n
d
R
e
g
i
s
t
r
a
t
i
o
n
P
e
r
i
o
d
C
o
l
l
a
t
e
r
a
l
D
e
s
c
r
i
p
t
i
o
n
a
n
d
O
t
h
e
r
P
a
r
t
i
c
u
l
a
r
s
i
n
s
t
r
u
m
e
n
t
s
,
m
o
n
e
y
a
n
d
i
n
t
a
n
g
i
b
l
e
s
4
4
.
C
a
t
e
r
p
i
l
l
a
r
F
i
n
a
n
c
i
a
l
S
e
r
v
i
c
e
s
L
i
m
i
t
e
d
U
.
S
.
S
t
e
e
l
C
a
n
a
d
a
I
n
c
.
A
c
i
e
r
U
.
S
.
C
a
n
a
d
a
I
n
c
.
6
8
9
3
3
0
8
4
4
2
0
1
3
0
8
0
9
1
0
4
4
1
9
0
2
0
8
5
2
(
R
e
g
.
5
y
e
a
r
s
)
E
,
M
V
O
n
e
(
1
)
2
0
1
2
C
a
t
e
r
p
i
l
l
a
r
7
7
5
G
O
f
f
H
i
g
h
w
a
y
T
r
u
c
k
S
/
N
C
A
T
0
7
7
5
G
C
M
J
S
0
0
3
2
5
,
a
l
l
p
r
o
c
e
e
d
s
o
f
e
v
e
r
y
t
y
p
e
,
i
t
e
m
o
r
k
i
n
d
i
n
c
l
u
d
i
n
g
b
u
t
n
o
t
l
i
m
i
t
e
d
t
o
g
o
o
d
s
,
c
h
a
t
t
e
l
p
a
p
e
r
,
i
n
s
t
r
u
m
e
n
t
s
,
s
e
c
u
r
i
t
i
e
s
,
i
n
t
a
n
g
i
b
l
e
s
,
d
o
c
u
m
e
n
t
s
o
f
t
i
t
l
e
,
m
o
n
e
y
a
n
d
a
n
y
p
r
o
p
e
r
t
y
o
r
o
b
l
i
g
a
t
i
o
n
s
r
e
c
e
i
v
e
d
w
h
e
n
c
o
l
l
a
t
e
r
a
l
o
r
p
r
o
c
e
e
d
s
a
r
e
s
o
l
d
,
c
o
l
l
e
c
t
e
d
,
d
e
a
l
t
w
i
t
h
,
e
x
c
h
a
n
g
e
d
o
r
o
t
h
e
r
w
i
s
e
d
i
s
p
o
s
e
d
o
f
.
P
r
o
c
e
e
d
s
?
G
o
o
d
s
,
S
e
c
u
r
i
t
i
e
s
,
d
o
c
u
m
e
n
t
s
o
f
t
i
t
l
e
,
c
h
a
t
t
e
l
p
a
p
e
r
,
i
n
s
t
r
u
m
e
n
t
s
,
m
o
n
e
y
a
n
d
i
n
t
a
n
g
i
b
l
e
s
4
5
.
C
a
t
e
r
p
i
l
l
a
r
F
i
n
a
n
c
i
a
l
S
e
r
v
i
c
e
s
L
i
m
i
t
e
d
U
.
S
.
S
t
e
e
l
C
a
n
a
d
a
I
n
c
.
A
c
i
e
r
U
.
S
.
C
a
n
a
d
a
I
n
c
.
6
8
9
3
3
0
9
0
7
2
0
1
3
0
8
0
9
1
0
4
5
1
9
0
1
6
1
0
4
(
R
e
g
.
5
y
e
a
r
s
)
E
,
M
V
O
n
e
2
0
1
2
C
a
t
e
r
p
i
l
l
a
r
7
7
5
G
O
f
f
H
i
g
h
w
a
y
T
r
u
c
k
S
/
N
C
A
T
0
7
7
5
G
A
M
J
S
0
0
3
3
0
.
A
l
l
p
r
o
c
e
e
d
s
o
f
e
v
e
r
y
t
y
p
e
,
i
t
e
m
o
r
k
i
n
d
i
n
c
l
u
d
i
n
g
b
u
t
n
o
t
l
i
m
i
t
e
d
t
o
g
o
o
d
s
,
c
h
a
t
t
e
l
p
a
p
e
r
,
i
n
s
t
r
u
m
e
n
t
s
,
s
e
c
u
r
i
t
i
e
s
,
i
n
t
a
n
g
i
b
l
e
s
,
d
o
c
u
m
e
n
t
s
o
f
t
i
t
l
e
,
m
o
n
e
y
a
n
d
a
n
y
p
r
o
p
e
r
t
y
o
r
o
b
l
i
g
a
t
i
o
n
s
r
e
c
e
i
v
e
d
w
h
e
n
s
u
c
h
c
o
l
l
a
t
e
r
a
l
o
r
p
r
o
c
e
e
d
s
a
r
e
s
o
l
d
,
c
o
l
l
e
c
t
e
d
,
d
e
a
l
t
w
i
t
h
,
e
x
c
h
a
n
g
e
d
o
r
o
t
h
e
r
w
i
s
e
d
i
s
p
o
s
e
d
o
f
.
P
r
o
c
e
e
d
s
?
G
o
o
d
s
,
S
e
c
u
r
i
t
i
e
s
,
D
o
c
u
m
e
n
t
s
o
f
T
i
t
l
e
,
C
h
a
t
t
e
l
P
a
p
e
r
,
I
n
s
t
r
u
m
e
n
t
s
,
M
o
n
e
y
a
n
d
I
n
t
a
n
g
i
b
l
e
s
.
4
6
.
C
a
t
e
r
p
i
l
l
a
r
F
i
n
a
n
c
i
a
l
S
e
r
v
i
c
e
s
L
i
m
i
t
e
d
U
.
S
.
S
t
e
e
l
C
a
n
a
d
a
I
n
c
.
A
c
i
e
r
U
.
S
.
C
a
n
a
d
a
I
n
c
.
6
8
9
3
3
0
9
1
6
2
0
1
3
0
8
0
9
1
0
4
6
1
9
0
2
0
8
5
3
(
R
e
g
.
5
Y
e
a
r
s
)
E
,
M
V
O
n
e
2
0
1
2
C
a
t
e
r
p
i
l
l
a
r
D
6
T
L
G
P
T
r
a
c
k
t
y
p
e
T
r
a
c
t
o
r
S
/
N
C
A
T
0
0
D
6
T
E
K
S
B
0
1
2
3
1
/
W
V
P
A
T
B
l
a
d
e
a
l
l
p
r
o
c
e
e
d
s
o
f
e
v
e
r
y
t
y
p
e
,
i
t
e
m
o
r
k
i
n
d
i
n
c
l
u
d
i
n
g
b
u
t
n
o
t
l
i
m
i
t
e
d
t
o
g
o
o
d
s
,
c
h
a
t
t
e
l
p
a
p
e
r
,
i
n
s
t
r
u
m
e
n
t
s
,
s
e
c
u
r
i
t
i
e
s
,
i
n
t
a
n
g
i
b
l
e
s
,
d
o
c
u
m
e
n
t
s
o
f
t
i
t
l
e
,
m
o
n
e
y
a
n
d
a
n
y
p
r
o
p
e
r
t
y
o
r
o
b
l
i
g
a
t
i
o
n
s
r
e
c
e
i
v
e
d
w
h
e
n
s
u
c
h
c
o
l
l
a
t
e
r
a
l
o
r
p
r
o
c
e
e
d
s
a
r
e
s
o
l
d
,
c
o
l
l
e
c
t
e
d
,
d
e
a
l
t
w
i
t
h
,
e
x
c
h
a
n
g
e
d
o
r
o
t
h
e
r
w
i
s
e
d
i
s
p
o
s
e
d
o
f
.
P
r
o
c
e
e
d
s
?
g
o
o
d
s
,
s
e
c
u
r
i
t
i
e
s
,
d
o
c
u
m
e
n
t
s
o
f
t
i
t
l
e
,
c
h
a
t
t
e
l
p
a
p
e
r
,
489
S
e
c
u
r
e
d
P
a
r
t
y
D
e
b
t
o
r
N
a
m
e
F
i
l
e
N
o
.
R
e
g
i
s
t
r
a
t
i
o
n
N
o
.
a
n
d
R
e
g
i
s
t
r
a
t
i
o
n
P
e
r
i
o
d
C
o
l
l
a
t
e
r
a
l
D
e
s
c
r
i
p
t
i
o
n
a
n
d
O
t
h
e
r
P
a
r
t
i
c
u
l
a
r
s
i
n
s
t
r
u
m
e
n
t
s
,
m
o
n
e
y
a
n
d
i
n
t
a
n
g
i
b
l
e
s
.
4
7
.
C
o
m
s
o
u
r
c
e
,
I
n
c
.
,
M
B
F
i
n
a
n
c
i
a
l
B
a
n
k
,
N
.
A
.
U
.
S
.
S
t
e
e
l
C
a
n
a
d
a
I
n
c
.
6
9
1
2
4
2
1
5
6
2
0
1
3
1
0
2
2
1
3
2
5
1
9
0
1
9
6
5
1
(
R
e
g
.
5
y
e
a
r
s
)
a
s
a
m
e
n
d
e
d
b
y
,
2
0
1
3
1
2
0
5
1
8
0
9
1
9
0
2
6
0
2
8
E
,
O
A
l
l
p
r
e
s
e
n
t
a
n
d
f
u
t
u
r
e
g
o
o
d
s
i
n
c
l
u
d
i
n
g
,
b
u
t
n
o
t
l
i
m
i
t
e
d
t
o
,
v
a
r
i
o
u
s
c
o
m
p
u
t
e
r
e
q
u
i
p
m
e
n
t
,
p
e
r
s
o
n
a
l
c
o
m
p
u
t
e
r
s
,
l
a
p
t
o
p
s
,
p
e
r
i
p
h
e
r
a
l
s
a
n
d
s
o
f
t
w
a
r
e
,
a
n
d
a
n
y
r
e
p
l
a
c
e
m
e
n
t
,
s
u
b
s
t
i
t
u
t
i
o
n
,
a
d
d
i
t
i
o
n
,
a
t
t
a
c
h
m
e
n
t
,
m
o
d
i
f
i
c
a
t
i
o
n
,
u
p
d
a
t
e
,
r
e
v
i
s
i
o
n
,
n
e
w
v
e
r
s
i
o
n
,
e
n
h
a
n
c
e
m
e
n
t
,
a
c
c
e
s
s
o
r
y
,
i
n
s
u
r
a
n
c
e
p
r
o
c
e
e
d
s
a
n
d
t
h
e
c
a
s
h
p
r
o
c
e
e
d
s
o
f
a
n
y
g
o
o
d
s
,
w
h
e
r
e
v
e
r
l
o
c
a
t
e
d
,
l
e
a
s
e
d
b
y
C
o
m
s
o
u
r
c
e
,
I
n
c
.
(
"
L
e
s
s
o
r
"
)
t
o
U
.
S
.
S
t
e
e
l
C
a
n
a
d
a
I
n
c
.
(
"
D
e
b
t
o
r
/
L
e
s
s
e
e
"
)
p
u
r
s
u
a
n
t
t
o
t
h
e
m
a
s
t
e
r
l
e
a
s
e
a
g
r
e
e
m
e
n
t
d
a
t
e
d
F
e
b
r
u
a
r
y
2
0
,
2
0
1
3
,
b
e
t
w
e
e
n
l
e
s
s
o
r
a
n
d
d
e
b
t
o
r
/
l
e
s
s
e
e
.
T
h
i
s
U
C
C
f
i
l
i
n
g
i
s
i
n
t
e
n
d
e
d
t
o
b
e
f
o
r
i
n
f
o
r
m
a
t
i
o
n
a
l
a
n
d
p
r
e
c
a
u
t
i
o
n
a
r
y
p
u
r
p
o
s
e
s
o
n
l
y
a
n
d
t
o
g
i
v
e
n
o
t
i
c
e
o
f
L
e
s
s
o
r
'
s
o
w
n
e
r
s
h
i
p
o
f
t
h
e
g
o
o
d
s
a
n
d
t
h
e
e
x
i
s
t
e
n
c
e
o
f
a
t
r
u
e
l
e
a
s
e
.
i
f
a
n
y
t
r
a
n
s
a
c
t
i
o
n
e
n
t
e
r
e
d
i
n
t
o
u
n
d
e
r
t
h
e
m
a
s
t
e
r
l
e
a
s
e
i
s
d
e
e
m
e
d
t
o
b
e
o
t
h
e
r
t
h
a
n
a
t
r
u
e
l
e
a
s
e
,
t
h
e
n
i
t
i
s
t
h
e
i
n
t
e
n
t
i
o
n
o
f
t
h
e
p
a
r
t
i
e
s
t
h
a
t
L
e
s
s
o
r
h
a
s
a
p
r
o
p
e
r
l
y
p
e
r
f
e
c
t
e
d
s
e
c
u
r
i
t
y
i
n
t
e
r
e
s
t
u
n
d
e
r
t
h
e
u
n
i
f
o
r
m
c
o
m
m
e
r
c
i
a
l
c
o
d
e
i
n
t
h
e
g
o
o
d
s
s
u
b
j
e
c
t
t
o
t
h
e
m
a
s
t
e
r
l
e
a
s
e
a
g
r
e
e
m
e
n
t
.
4
8
.
U
.
S
.
S
t
e
e
l
H
o
l
d
i
n
g
s
,
I
n
c
.
(
p
r
e
v
i
o
u
s
l
y
U
n
i
t
e
d
S
t
a
t
e
s
S
t
e
e
l
C
r
e
d
i
t
C
o
r
p
o
r
a
t
i
o
n
)
,
U
n
i
t
e
d
S
t
a
t
e
s
S
t
e
e
l
C
o
r
p
o
r
a
t
i
o
n
,
U
n
i
t
e
d
S
t
a
t
e
s
S
t
e
e
l
I
n
t
e
r
n
a
t
i
o
n
a
l
,
I
n
c
.
c
/
o
U
n
i
t
e
d
S
t
a
t
e
s
S
t
e
e
l
C
o
r
p
o
r
a
t
i
o
n
,
S
t
e
l
c
o
H
o
l
d
i
n
g
C
o
m
p
a
n
y
c
/
o
U
n
i
t
e
d
S
t
a
t
e
s
S
t
e
e
l
C
o
r
p
o
r
a
t
i
o
n
U
.
S
.
S
t
e
e
l
C
a
n
a
d
a
I
n
c
.
,
A
c
i
e
r
U
.
S
.
C
a
n
a
d
a
I
n
c
.
6
9
1
4
6
5
1
5
8
2
0
1
3
1
0
3
0
1
5
5
6
1
5
9
0
0
3
8
2
(
R
e
g
.
5
y
e
a
r
s
)
a
s
a
m
e
n
d
e
d
b
y
2
0
1
3
1
1
1
2
1
5
4
3
1
5
9
0
1
1
4
7
(
a
d
d
e
d
t
o
i
n
c
l
u
d
e
a
l
l
f
o
r
m
s
o
f
d
e
b
t
o
r
n
a
m
e
a
n
d
t
o
i
n
c
l
u
d
e
a
d
d
i
t
i
o
n
a
l
s
e
c
u
r
e
d
p
a
r
t
i
e
s
)
a
s
a
m
e
n
d
e
d
b
y
2
0
1
3
1
2
2
0
1
4
0
3
1
5
9
0
3
6
2
3
(
c
h
a
n
g
e
n
a
m
e
o
f
s
e
c
u
r
e
d
p
a
r
t
y
U
n
i
t
e
d
S
t
a
t
e
s
S
t
e
e
l
C
r
e
d
i
t
C
o
r
p
o
r
a
t
i
o
n
t
o
U
.
S
.
S
t
e
e
l
I
,
E
,
A
,
O
,
M
V
490
S
e
c
u
r
e
d
P
a
r
t
y
D
e
b
t
o
r
N
a
m
e
F
i
l
e
N
o
.
R
e
g
i
s
t
r
a
t
i
o
n
N
o
.
a
n
d
R
e
g
i
s
t
r
a
t
i
o
n
P
e
r
i
o
d
C
o
l
l
a
t
e
r
a
l
D
e
s
c
r
i
p
t
i
o
n
a
n
d
O
t
h
e
r
P
a
r
t
i
c
u
l
a
r
s
H
o
l
d
i
n
g
s
,
I
n
c
.
)
a
s
a
m
e
n
d
e
d
b
y
2
0
1
4
0
9
0
2
1
6
1
0
1
5
9
0
9
5
3
0
(
t
o
c
l
e
a
r
l
y
r
e
f
l
e
c
t
a
d
d
r
e
s
s
e
s
o
f
s
e
c
u
r
e
d
p
a
r
t
i
e
s
)
4
9
.
R
i
c
o
h
C
a
n
a
d
a
I
n
c
U
.
S
.
S
t
e
e
l
C
a
n
a
d
a
I
n
c
.
,
A
c
i
e
r
U
.
S
.
C
a
n
a
d
a
I
n
c
.
6
9
4
1
2
9
4
3
7
2
0
1
4
0
3
0
3
1
5
2
5
5
0
6
4
6
7
0
4
(
R
e
g
.
4
y
e
a
r
s
)
E A
c
c
o
u
n
t
S
c
h
e
d
u
l
e
-
9
7
4
3
3
9
7
0
0
1
5
0
.
R
i
c
o
h
C
a
n
a
d
a
I
n
c
.
U
.
S
.
S
t
e
e
l
C
a
n
a
d
a
I
n
c
.
,
A
c
i
e
r
U
.
S
.
C
a
n
a
d
a
I
n
c
.
6
9
4
6
2
0
5
6
7
2
0
1
4
0
3
2
4
1
6
2
4
5
0
6
4
7
4
6
8
(
R
e
g
.
4
y
e
a
r
s
)
E A
c
c
o
u
n
t
S
c
h
e
d
u
l
e
-
9
7
4
7
0
2
6
0
0
1
5
1
.
R
i
c
o
h
C
a
n
a
d
a
I
n
c
.
U
.
S
.
S
t
e
e
l
C
a
n
a
d
a
I
n
c
.
,
A
c
i
e
r
U
.
S
.
C
a
n
a
d
a
I
n
c
.
6
9
6
1
5
5
4
7
2
2
0
1
4
0
5
1
4
1
7
3
4
5
0
6
4
9
4
2
4
(
R
e
g
.
4
y
e
a
r
s
)
E A
c
c
o
u
n
t
S
c
h
e
d
u
l
e
-
9
7
5
5
9
7
9
0
0
1
5
2
.
R
i
c
o
h
C
a
n
a
d
a
I
n
c
.
U
.
S
.
S
t
e
e
l
C
a
n
a
d
a
I
n
c
.
,
A
c
i
e
r
U
.
S
.
C
a
n
a
d
a
I
n
c
.
6
9
6
1
5
5
6
8
8
2
0
1
4
0
5
1
4
1
7
3
6
5
0
6
4
9
4
2
5
(
R
e
g
.
4
y
e
a
r
s
)
E A
c
c
o
u
n
t
S
c
h
e
d
u
l
e
-
9
7
5
5
9
8
3
0
0
1
5
3
.
S
i
r
c
o
M
a
c
h
i
n
e
r
y
C
o
m
p
a
n
y
L
i
m
i
t
e
d
U
.
S
.
S
t
e
e
l
C
a
n
a
d
a
I
n
c
.
6
9
5
0
0
9
8
4
4
2
0
1
4
0
4
0
7
1
0
0
2
1
4
6
2
4
4
6
7
(
R
e
g
.
1
y
e
a
r
)
E O
n
e
H
a
a
s
M
i
n
i
M
i
l
l
V
e
r
t
i
c
a
l
M
a
c
h
i
n
i
n
g
C
e
n
t
e
r
w
i
t
h
W
I
P
S
-
R
,
W
L
,
8
M
,
P
S
2
4
C
T
A
D
N
2
d
a
y
s
t
r
a
i
n
i
n
g
.
s
e
r
i
a
l
n
u
m
b
e
r
S
N
-
1
1
0
9
9
0
5
-
U
S
f
u
n
d
s
.
5
4
.
B
l
a
c
k
D
i
a
m
o
n
d
L
P
b
y
w
a
y
o
f
i
t
s
G
e
n
e
r
a
l
P
a
r
t
n
e
r
,
B
l
a
c
k
D
i
a
m
o
n
d
G
r
o
u
p
I
n
c
.
U
.
S
.
S
t
e
e
l
C
a
n
a
d
a
I
n
c
.
6
9
6
5
1
0
2
3
4
2
0
1
4
0
5
2
7
1
7
0
9
1
4
6
2
1
0
8
6
(
R
e
g
1
y
e
a
r
)
E E
L
-
0
0
0
0
3
S
/
N
1
2
4
0
L
0
0
6
V
A
L
U
E
$
3
1
,
8
9
5
.
0
0
l
o
c
a
t
e
d
a
t
U
S
S
t
e
e
l
N
a
n
t
i
c
o
k
e
5
5
.
R
i
c
o
h
C
a
n
a
d
a
I
n
c
.
U
.
S
.
S
t
e
e
l
C
a
n
a
d
a
I
n
c
.
,
A
c
i
e
r
U
.
S
.
C
a
n
a
d
a
I
n
c
.
6
9
8
8
0
0
2
9
3
2
0
1
4
0
8
1
1
1
4
3
9
5
0
6
4
2
4
8
4
(
R
e
g
.
4
y
e
a
r
s
)
E A
c
c
o
u
n
t
S
c
h
e
d
u
l
e
-
9
7
6
8
0
9
2
0
0
1
491
TAB U

This Is Exhibit
referred to in the
affidavit
sworn before me, this /
day of. _
9
-
A
COMMISSIONERFORTAKING AFFIDAVITS
STRI CTLYPRI VATEANDCONFI DENTI AL
As of January 22, 2014
McCarthy T6trault LLP
POBox48, Suite 5300
Toronto-Dominion BankTower
Toronto ON M5K 1E6
Canada
Ladles andGentlemen:
HO ROTHSCHILD

This letter (the "Agreement") will confirmthe terms andconditions of the agreement
between McCarthy Tetrault LLP("McCarthy"), legal counsel to U.S, Steel Canada I nc.
(collectively withits direct andindirect subsidiaries, the "Company"), the Company and
RothschildI nc. ("Rothschild") regardingthe retention by McCarthy of Rothschildas a financial
advisor andinvestment banker in connection withthe matters set forthherein. UnitedStates Steel
Corporation ("U.S. Steel") has been made a party to this Agreement solely for purposes of
Sections 7 and10 hereof.
Section 1 Services to be Rendered. Rothschildwill performthe followingservices as
requestedby McCarthy on behalf of the Company's boardof directors (the "Board") andas
appropriate:
(a) assist in evaluatingandanalyzingthe Company's current inter-company financing
arrangements withU.S. Steel andaffiliates andits future financingneeds, andparticipate in
negotiations withU.S. Steel regardingongoingor future inter-company financingarrangements;
(b)
advise in connection witha potential Transaction (as definedherein);
(a) assist in the Board's assessment of the financial aspects of a Transaction and in
structuringa Transaction;
(d) assist or participate in negotiations withthe parties in interest, including, without
limitation, U.S. Steel andany current or prospective creditors of, or claimants against, the
Company and/or their respective representatives in connection witha Transaction; and
(e) render suchother financial advisory andinvestment bankingservices as may be
agreedupon by Rothschild, McCarthy andthe Company.
As usedherein, the term"Transaction" shall mean a spin-out, spin-down, or other similar
sale or transfer of all or substantially all of the assets of the Company's Lake Erie Works facility to
an affiliate of the Company or U.S. Steel andthe implementation of relatedarrangements in respect
of the Hamilton Works facility on a consensual basis, whether or not pursuant to a court-supervised
process (other than an I nsolvency Proceeding, as definedherein) or otherwise. For purposes of this
Agreement, "consensual basis" shall mean a transaction that is consentedto or approvedby (or to
Rothschild Inc.
1261 Avenue of the Americas
New York, NY 10020
www.rothschild.com
Homer Parkhill
Managing Ofrector
Telephone 212 403-3677
Email homer.parkhill@rothschlld.com
4
9
2
McCarthy Tdtrault LLP
Page 2
the extent consents or approvals are not applicable to suchtransaction or to any particular class of
stakeholders, suchtransaction is otherwise not opposedby) the relevant stakeholders of the
Company, including, without limitation, the applicable Canadian federal andprovincial
governments, labor unions andpension regulators or where, notwithstandingsome stakeholder
objection, the Transaction is implementedunder a court-supervisedprocess, other than an
I nsolvency Proceeding, suchas a plan of arrangement under the
Canada Business Corp orations
Act (Canada).
I n performingits services pursuant to this Agreement, andnotwithstandinganythingto the
contrary herein, Rothschildis not assumingany responsibility for the Board's decision to pursue
(or not to pursue) any business strategy or to effect (or not to effect) a Transaction or other
transaction. Rothschildshall not have any obligation or responsibility to provide accounting, audit,
"crisis management" or business consultant services to McCarthy, the Boardor the Company, and
shall have no responsibility for designingor implementingoperating, organizational,
administrative, cashmanagement or liquidity improvements.
Section 2 I nformation Providedby the Company.
The Company will cooperate withRothschildandfurnishto, or cause to be furnishedto,
Rothschildany andall information as Rothschilddeems appropriate to enable Rothschildto render
services hereunder (all suchinformation beingthe "I nformation"). The Company recognizes and
confirms that Rothschild(1) will use andrely solely on the I nformation andon information
available fromgenerally recognizedpublic sources in performingthe services contemplatedby this
Agreement without havingassumedany obligation to verify independently the same; (il) does not
assume responsibility for the accuracy or completeness of the I nformation andsuchother
information, and(lb will not act in the official capacity of an appraiser of specific assets of the
Company or any other party. The Company confirms that the information to be furnishedby the
Company, when delivered, to the best of its knowledge will be true andcorrect in all material
respects, will be preparedin goodfaith, andwill not contain any material misstatement of fact or
omit to state any material fact. The Company will promptly notify Rothschildif it learns of any
material inaccuracy or misstatement in, or material omission from, any I nformation theretofore
deliveredto Rothschild.
Section 3 Fees of Rothschild. As compensation for the services renderedhereunder, the
Company (andits successors, if any) agrees to pay Rothschild(via wire transfer or other mutually
acceptable means) the followingfees by wire transfer of immediately available funds:
(a)
Commencingas of February 1, 2014, whether or not a Transaction
is proposedor
consummated, an advisory fee (the "Monthly Fee") of US$200,000 per monthfor three months.
The initial Monthly Fee for February 2014 shall be payable by the Company upon
the execution
of this Agreement by the Company, andthereafter the Monthly Fee shall be payable by the
Company in advance on the first day of eachmonth. After the initial three monthperiod, the
Monthly Fee shall continue to be US$200,000 per monthduringthe termof this engagement (and
shall remain payable by the Company in advance on the first day of eachmonth) unless
Rothschildandthe Company shall mutually agree to change the amount of the Monthly Fee.
493
McCarthy Tetrault LLP
Page 3
(b) A
fee (the "Completion Fee") of US$2,500,000, payable upon the closingof a
Transaction duringthe termhereof andfor whichRothschildhas providedservices hereunder.
The Completion Fee shall also be payable in the event that a Transaction is consummatedat any
time on or prior to the expiration of 12 months after the termination of this Agreement in
accordance withSection 8; providedthat in no event shall Rothschildbe entitledto payment of the
Completion Fee duringsuchperiodafter termination of this Agreement if (i) this Agreement is
terminatedby Rothschildwithout Cause (as definedbelow) or (ii) this Agreement is terminatedby
McCarthy (after consultation withthe Company) for Cause. As usedin this subsection (b),
"Cause" shall mean a material breachof the terms of this Agreement by
(x) in the case of a
tennination by McCarthy, Rothschildor (y) in the case of a termination by Rothschild, McCarthy
or the Company, in eachcase, whichis not curedwithin a reasonable periodof time after written
notice of suchbreachis deliveredto the breachingparty by the non-breachingparty.
(c)
To the extent the Company requests that Rothschildperformadditional services
not contemplatedby this Agreement, suchadditional fees as shall be customary for the nature of
suchservices andas mutually agreedupon in goodfaithby Rothschildandthe Company, in
writing, in advance.
McCarthy, the Company andRothschildacknowledge andagree that (a) the hours worked,
(12) the results achievedand(c) the
ultimate
benefit derivedfromthe workperformedby
Rothschild, in eachcase, in connection withthis engagement, may be variable, andthat such
factors have been taken into account in settingthe fees hereunder.
Section 4 Credit. Rothschildshall credit against the Completion Fee, if any,
50% of the
Monthly Fees paidfor the first three months of this engagement.
Section SExpenses. Without in any way reducingor affectingthe provisions of Exhibit
A
hereto, the Company shall reimburse Rothschildfor its reasonable anddocumentedexpenses that
are incurredas a direct result of Rothschild's performance of its engagement hereunder (which
expenses may not exceedUS$25,000 cumulatively duringthe termhereof without the prior written
approval of the Board, whichapproval shall not be unreasonably withheld), including, without
limitation, the reasonable fees anddisbursements of one lawfirm. Reasonable expenses shall also
include, but not be limitedto, reasonable expenses incurredin connection withtravel andlodging,
data processingandcommunication charges, researchandcourier services. Notwithstandingany
provision of this Agreement or any Exhibit hereto to the contrary, at the Company's request,
Rothschildwill provide appropriate receipts and/or backupdocumentation for any reimbursable
expenses that are billed.
Section
McCarthy Liability. The parties hereto agree that the Company will
be liable
to pay Rothschild's fees, disbursements andany other amounts owinghereunder fromtime to time,
andthat McCarthy will have no responsibility or liability whatsoever in respect
of this Agreement
or the engagement contemplatedhereby, including, without limitation, any liability for fees and
expenses or any indemnity claimcontemplatedby this Agreement. Notwithstandinganythingin
this Agreement to the contrary, the provisions of this Section 6 shall be governedby andconstrued
in
accordance withthe laws of the Province of Ontario andthe laws of Canada applicable therein.
494
Page 4
The courts of the Province of Ontario will have exclusive jurisdiction to entertain any action arising
withrespect to the provisions of this Section 6.
Section 7 I ndemnity. The Company agrees to the provisions of Exhibit Ahereto which
provide for indemnification by the Company of Rothschildandcertain relatedpersons. Such
indemnification is an integral part of this Agreement andthe terms thereof are incorporatedby
reference as if fully statedherein. Suchindemnification shall survive any termination, expiration
or completion of this Agreement or Rothschild's engagement hereunder.
U.S. Steel hereby unconditionally guarantees to Rothschildandthe other I ndemnified
Parties referredto in Exhibit Ahereto, the prompt andfull discharge of all of the Company's
obligations under Exhibit Ain accordance withthe terms thereof. U.S. Steel hereby agrees that if
the Company fails to performanddischarge promptly all suchobligations andliabilities in
accordance withsuchterms, U.S. Steel will forthwith, upon demand, performanddischarge the
same. U.S. Steel agrees that its guarantee hereunder constitutes a guarantee of payment when due
andnot of collection. U.S. Steel waives presentment to, demandof payment fromandprotest
to
the Company of any of its obligations hereunder, andalso waives notice of acceptance, notice of
protest for nonpayment andall similar formalities. The unconditional obligation of U.S. Steel
hereunder to performanddischarge promptly all obligations andliabilities of Company under
Exhibit Ain accordance withthe terms thereof will not be affected, impairedor releasedby any
termination or expiration hereof or by any extension, waiver, amendment or other circumstance
whatsoever whichcouldrelease a guarantor or in any way modify or impact a guarantor's
obligations (other than performance). This guarantee shall survive any termination of this
Agreement.
Section 8 Term. The termof Rothschild's engagement shall commence on the date
hereof andshall extenduntil the consummation of a Transaction. This Agreement may be
terminatedby either McCarthy (after consultation withthe Company) or Rothschildafter ninety
(90) days fromthe date hereof by providingfifteen (15) days advance notice in writing; provided
that the Company may direct McCarthy to immediately terminate this Agreement if (i) it forms a
reasonable, goodfaithbelief that the other party or one of its directors, officers, employees,
affiliates, agents, representatives andany other person who performs services for or on its behalf in
connection withthis Agreement has engagedin conduct in violation of Section 10(j) in connection
withthis Agreement; or (ii) if the continuation of this Agreement wouldviolate any applicable anti-
corruption laws. I f terminated, (g) Rothschildshall be entitledto reimbursement by the Company
of any andall reasonable expenses describedin Section 5 and(h) Rothschildshall be entitled
to
payment by the Company of any fees whichare due andowingto Rothschildupon the effective
date of termination (withthe amount of any Monthly Fee beingproratedto the effective date of
termination). Termination of Rothschild's engagement hereunder shall not affect or impair (i) the
Company's continuingobligation to indemnify Rothschildandcertain relatedpersons as provided
in Exhibit A, (ii) the Company's obligation to pay the Monthly Fee for the initial three months, and
(iii) Rothschild's right to act as exclusive financial advisor to the Board
or the Company, as
applicable, for a Restructuring(as definedherein) in accordance withthe terms of Section 9 below.
Section9
Additional Services. I f at any time on or prior
to
December 31, 2015, the
Boardor the Company is actively consideringa Restructuring(as definedbelow), Rothschildshall
495
McCarthy Tdtrault LLP
Page 5
have the right (subject to reachingagreement on fees andother terms as set forthbelow) to act as
the financial advisor to the Boardor the Company, as applicable, for suchRestructuringif the
Boardor Company seeks to engage a financial adviser (providedthat
such exclusivity will not
preclude the engagement by the Company of another financial adviser witha viewto that adviser
becominga court-appointedmonitor, trustee or other officer in the event that a formal court
proceedingis commencedor is beingconsideredin connection withthe Restructuring).
As
compensation for suchservices, Rothschildshall be paidcustomary fees to be mutually agreed
upon in goodfaithprior to providingservices as a financial advisor. The terms
of any such
additional engagement will be embodiedin one or more separate written agreements containing
suchtees andother terms andconditions to be mutually agreedupon in good-faith, including,
without limitation, appropriate indemnification provisions.
As usedherein, the term
"Restructuring" shall mean any material recapitalization, refinancing, repurchase or restructuringof
the Company's equity or debt securities or indebtedness or any material amendments
or
modifications to the Company's debt securities, indentures or debt facilities or any transaction
similar to the foregoing, in eachcase whether or not pursuant to
a bankruptcy, insolvency or
creditor enforcement proceeding(an "I nsolvency Proceeding") under the Companies' Creditors
Arrangement Act (Canada), the Bankruptcy andI nsolvency Act (Canada) or otherwise (but
excluding, for greater certainty, a Transaction).
Withrespect to any such
additional engagement, if an I nsolvency Proceeding
is
commencedwithrespect to a Restructuringandthe approval of the court in whichsuchproceeding
is brought (the "Court") is
requiredwithrespect to the retention of Rothschildas financial advisor
to the Boardor the Company, as applicable, for suchRestructuringand/or any of the terms
of such
engagement (including, without limitation, the payment of Rothschild's fees andexpenses andthe
provision of indemnification to Rothschild), then the Company shall promptly apply for such
approval by the Court andshall use reasonable commercial efforts to obtain suchapproval by the
Court. The Company shall also promptly seekfromthe Court authorization
to grant to Rothschild
a
security or charge, rankingin priority over the pre-filingclaimof any securedcreditor of the
Company, on all of its property, in an amount reasonably appropriate,
in respect of all of
Rothschild's fees andexpenses payable under this Agreement (the Company shall also use
reasonable commercial efforts to obtain priority of payment for Rothschild's fees
and expenses
over any post-filingclaims of any securedcreditor of the Company). The Company shall supply
Rothschildandits counsel witha draft of
any suchapplication for approval of Rothschild's
retention as financial advisor and/or any of the terms of suchretention sufficiently in advance of
the filingof suchapplication andproposedorder to enable Rothschildandits counsel to reviewand
comment thereon.
Section 10 Miscellaneous.
(a)
Communications and Confidentiality.
All information providedto Rothschildby
McCarthy, the Board, the Company or U. S. Steel is the confidential information of the Company
and shall
be maintainedin confidence by Rothschild. Suchconfidential information shall not be
disclosedto any thirdparty by Rothschildwithout the prior written cnnsent
of Company (other
than on a
confidential basis to Rothschild's affiliates, counsel andagents who have a needto know
andwho are boundby confidentiality obligations at least as stringent
as those set forthin this
Agreement). Rothschildshall be responsible for any breachof this Section 10(a) by any of such
496
As of January 22,2014
Page 6
affiliates, counsel or agents who receive suchconfidential information. The dissemination of such
confidential infonnation within the internal organization of Rothschildandits affiliates shall be
limitedto those personnel havinga needto knowandwho arc actually providingservices to
Company andwho are boundby confidentiality obligations at least as stringent as those set forth
in this Agreement. All workproduct that Rothschildprepares in connection withthis engagement
will be at the direction of McCarthy andthe Boardandwill be directedto McCarthy andthe
Board, prominently labelled -PrivilegedandConfidential; Attorney WorkProduct". Regardless
of the presence, or absence, of suchlabeling, any reports, drafts or other workpapers that
Rothschildprepares in connection withthis engagement ("WorkPapers") will be consideredto be
confidential attorney workproduct. Without limitingthe foregoing, Rothschildagrees that all
WorkPapers will only be usedin connection withthe engagement contemplatedhereby and,
except as requiredby applicable lawor pursuant to a regulatory request, will not be disclosedor
sharedwithany other person for any purpose, except withthe prior consent of McCarthy. The
provisions of this paragraphwill survive termination of this Agreement. I n the event of any
investigation, reviewor audit of Rothschild, its affiliates or personnel by any government agency,
branchor entity, of any level, whether Federal, Provincial or local, Rothschildmust provide
Company prompt written notice (to the extent legally permissible) in the event any confidential
Company information is providedor disclosedto suchagency, branchor entity regardingsuch
investigation, reviewor audit. Suchwritten notice shall provide a description of the nature of the
investigation andthe Company information disclosed. I n the event that Rothschildbecomes
legally compelledto disclose any confidential Company information, Rothschildshall give
Company prompt written notification of suchrequirement (to the extent legally permissible) so
that Company may seeka protective order or other appropriate remedy and/or waive compliance
withthe terms of this Agreement. I n the event that suchprotective order or other remedy is not
obtained, or that the Company waives compliance withthe terms hereof, Rothschildagrees to
provide only that limitedportion of the Company information as legally requiredandto exercise
reasonable efforts to obtain assurance that confidential treatment will be afTordedto such
Company information. Rothschildshall reasonably cooperate in any steps reasonably requested
by Company to obtain a protective order, or similar relict; protectingthe confidentiality of the
Company information.
(b) Survival, Successors & Assigns. Sections 3 through10 hereof, inclusive, including
the provisions set forthin Exhibit Ahereto, shall survive the termination or expiration of this
Agreement. The benefits of this Agreement andthe indemnification andother obligations of the
Company to Rothschildandcertain relatedpersons containedin Exhibit Ahereto shall inure to the
respective successors andassigns of the parties hereto andthereto andof the indemnifiedparties,
andthe obligations andliabilities assumedin this Agreement andExhibit Aby the parties hereto
andthereto shall be bindingupon their respective successors andassigns. The Company shall use
its commercially reasonable efforts to cause any purchaser of all or substantially all of the
Company's assets to assume the Company's obligations hereunder.
(c) Benefit of Agreement; No Reliance by Third Parties. The advice (oral or written)
renderedby Rothschildpursuant to this Agreement is intendedsolely for the benefit anduse of
McCarthy, the Boardandthe Company in consideringthe matters to whichthis Agreement
relates, andMcCarthy andthe Company agree that suchadvice may not be reliedupon by any
497
McCarthy Tetmult LLP
Page 7
other person, usedfor any other purpose or reproduced, disseminated, quotedor referredto at any
time, in any manner or for any purpose except as requiredby applicable lawor pursuant to a
regulatory request or withthe prior written consent of Rothschild; provided, however, that nothing
in this Agreement will prohibit or restrict the Company fromsharingany suchadvice on a
confidential basis withU.S. Steel andits affiliates. I n addition, McCarthy andthe Company agree
that they will not, andthe Company will not permit any of its affiliates
to, make any public
reference to
Rothschildexcept as requiredby applicable lawor regulatory request or withthe prior
consent of Rothschildor as otherwise providedin this Agreement.
(d) Nature of Relationship .
The relationshipof Rothschildto McCarthy hereunder
shall be that of an independent contractor andRothschildshall have
no authority to bind, represent
or otherwise act as agent, executor, administrator, trustee, lawyer or guardian for McCarthy
or the
Company, nor shall Rothschildhave the authority to manage money or property
of the Board or
the Company. The parties hereto acknowledge andagree that by providingthe services
contemplatedhereunder, Rothschildwill not act, nor will it be deemedto have acted, in any
managerial or fiduciary capacity whatsoever withrespect to McCarthy
or the Company or any
thirdparty including, without limitation, security holders, creditors or employees of the Company.
(e) Rothschild Affiliates.
Rothschild, throughthe equity owners of its parent company,
RothschildNorthAmerica I nc., has indirect affiliate relationships withnumerous investment
bankinginstitutions locatedworldwide (the "AffiliatedEntities"). The AffiliatedEntities are
involvedin a wide range of investment bankingandother activities. Rothschildcan
make no
representation as to the "disinterestedness" of the professionals or employees of the Affiliated
Entities. I nformation that is heldby the AffiliatedEntities will not for any purpose be taken into
account in
determiningRothschild's responsibilities to McCarthy or the Boardhereunder. None
of the AffiliatedEntities will have any duty to disclose to the Boardor any other party, or utilize
for McCarthy's or Board's benefit, any non-public information acquiredin the course of providing
services to any other person engagingin any transaction or otherwise carryingon its business. I n
the event that Rothschilddetermines a conflict of interest exists withrespect to its engagement
pursuant to this Agreement andanother current or future engagement, Rothschildwill take
reasonably approporiate precautions to prevent the disclosure of confidential information
concerningthe Company, U. S. Steel, or this engagement to Rothschildpersonnel, agents, or
representatives assignedto suchconflictingmatters. Notwithstandinganythingto the contrary in
this Agreement, it is understoodthat duringthe termof this Agreement,
no member of the
Rothschilddeal teamprovidingservices to McCarthy hereunder shall provide financial advisory
or investment bankingservices to any of the entities listedon Exhibit Bhereto.
(f) Required Information.
The Company agrees to provide Rothschildwithits tax
or
other
similar identification number and/or other identifyingdocuments, as Rothschildmay
request, to enable it to comply withapplicable law. For your information, Rothschildmay also
screen the Company against various databases to verify its identity.
(g) Marketing Materials. Upon the public announcement of a Transaction, the
Rothschildmay (withthe Company's consent, suchconsent shall not be unreasonably conditioned
or withheld) use the Company's name andlogo solely as part of Rothschild's general marketing
materials (i.e., pitchbooks) in the formof a customary "tombstone".
498
McCarthyTdtrault I,LP
As of January22, 2014
Page 8
E3111
(h) CHOICE OF LAW: JURISDICTION. THIS AGREEMENT HAS BEEN
NEGOTIATED, EXECUTED AND DELIVERED AT AND SHALL BE DEEMED TO HAVE
BEEN MADE IN NEW YORK, NEW YORK. THIS AGREEMENT SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OFTHE STATE OFNEW
YORK, WITHOUT GIVING EFFECT TO SUCH STATE'S PRINCIPLES OFCONFLICTS OF
LAWS. REGARDLESS OFANY PRESENT OR FUTURE DOMICILE OR PRINCIPAL
PLACE OFBUSINESS OFTHE PARTIES HERETO, EACH SUCH PARTY HEREBY
IRREVOCABLY CONSENTS AND AGREES THAT ANY AND ALL CLAIMS OR
DISPUTES BETWEEN THE PARTIES HERETO PERTAINING TO THIS AGREEMENT OR.
TO ANY MATTER ARISING OUT OFOR RELATED TO THIS AGREEMENT SHALL BE
BROUGHT IN ANY STATE OR FEDERAL COURT OFCOMPETENT JURISDICTION IN
THE STATE OFNEW YORK. BY EXECUTION AND DELIVERY OFTHIS AGREEMENT,
EACH PARTY SUBMITS AND CONSENTS IN ADVANCE TO SUCH JURISDICTION IN
ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT. EACH PARTY HERETO
HEREBY WAIVES ANY OBJECTION WHICH IT MAY HAVE BASED ON LACK OF
PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM NON CONVENIENS AND
HEREBY CONSENTS TO THE GRANTING OFSUCH LEGAL OR EQUITABLE RELIEFAS
IS DEEMED APPROPRIATE BY SUCH COURT. THE COMPANY CONSENTS TO THE
SERVICE OFPROCESS IN ACCORDANCE WITH NEW YORK LAW, AND AGREES THAT
ITS GENERAL COUNSEL SHALL BE AUTHORIZED TO ACCEPT SERVICE ON ITS
BEHALF. FOR THE AVOIDANCE OFDOUBT, THIS SUBPARAGRAPH (H) SHALL
APPLY TO ALL PROVSIONS OFTHIS AGREEMENT EXCEPT FOR SECTION 6.
(i) Waiver of Jury Trial. Each of the parties hereto herebyknowingly, voluntarilyand
irrevocablywaives anyright it mayhave to a trial byjuryin respect of anyclaim upon, arising out
of or in connection with this Agreement or anyTransaction. Each of the parties hereto hereby
certifies that no representative or agent of anyother partyhereto has represented, expresslyor
otherwise, that such partywould not seek to enforce the provisions of this waiver. Each of the
parties hereto herebyacknowledges that it has been induced to enter into this Agreement byand in
reliance upon, among other things, the provisions of this paragraph.
(j) Anti-Corruption.
(i) Each of Rothschild, the Companyand U.S. Steel (each, an "FCPA
Party") herebyrepresents and warrants that it is aware of and familiar with the
provisions of the U.S. Foreign Corrupt Practices Act of 1977, as amended
("FCPA") and the Canadian Corruption of Foreign Public Officials Act
("CFPOA") and their purposes and anyother anti-corruption law applicable to the
services, transactions or other matters under this Agreement. With regard to the
services, transactions or other matters that each respective FCPA Partyis providing
herein, each FCPA Partyand each of their directors, officers, employees, affiliates,
agents, representatives and anyother person who performs services for or on its
behalf represents and warrants that it will complyin full with the FCPA, CFPOA
and anyother applicable anti-corruption law.
499
Page 9
EachFCPAParty confirms andagrees that, insofar as may be
relevant to the services, transactions andother matters contemplatedin this
Agreement, it shall not, andshall ensure that its directors, officers, employees,
affiliates, agents, representatives andany other person who performs services for
or on its behalf shall not, offer, give or agree to give, or request, accept or agree to
accept, fromany person or entity, whether for itself or on behalf of another, any
gift, payment, consideration or benefit of any kindwhichconstitutes an illegal or
corrupt practice under the laws of any jurisdiction relevant to this Agreement.
(iii) Rothschildhereto confirms andagrees that it will not make any
political or charitable contributions, facilitation payments, or provide any gifts or
entertainment to any Government Officials (as definedbelow) on behalf of the
Company or U.S. Steel without first obtainingwritten permission from the
Company or U.S. Steel.
(iv) Rothschildaffirms that to its knowledge, none of its directors,
officers, employees, affiliates, agents or representatives providingservices in
connection withthis Agreement andany other person who performs services for or
on its behalf in connection withthis Agreement is a Government Official in the
jurisdictions in whichit will conduct business on behalf of the Company and that
to its knowledge no member of the Rothschilddeal teamassignedto this
engagement has a family relationshipwitha Government Official in Canada,
except as disclosedandagreedto in writingby the Company. I f, duringthe course
of the Agreement, Rothschildlearns that it or any of its directors, officers,
employees, affiliates, agents or representatives providingservices in connection
withthis Agreement andany other person who performs services for or on its
behalf in connection withthis Agreement will become a Government Official, or
that a member of the Rothschilddeal teamassignedto this engagement has a
family relationshipwitha Government Official in Canada, Rothschildwill
promptly disclose this to Company in writingandwill ensure that the Agreement
andcontinuedperformance thereunder remains in compliance withU.S., Canadian
andlocal law.
(v) Without the Company's prior written approval, neither Rothschild
nor any of its directors, officers, employees, affiliates, agents, representatives and
any other person who performs services for or cmits behalf in connection withthis
Agreement will make any commitments on behalf of the Company to a
government, government-ownedor government-controlledentity, or a Government
Official. Without U.S. Steel's prior written approval, neither Rothschildnor any of
its directors, officers, employees, affiliates, agents, representatives andany other
person who performs services for or on its behalf in connection withthis
Agreement will make any commitments on behalf of U.S. Steel to a government,
government-ownedor government-controlledentity, or a Government Official.
(vi) EachFCPAParty further agrees that, should it learn of
information regardingany possible violation of laws andregulations in connection
500
McCarthy i'dtrault
Page 10
withthe transactions that are the subject of this Agreement, suchFCPAParty will
immediately advise the other parties of suchknowledge or suspicion. The FCPA
Party providingsuchnotice further agrees that it will reasonably cooperate in any
resultinginvestigation by the other parties or their agents. For purposes of this
Agreement, a "Government Official" is (a) an officer, employee, or any person
actingin an official capacity for or on behalf of a government, includingits
departments, agencies, instrumentalities or quasi- or partially-government owned
or controlledentities, (b) an officer or employee of a political party or any party
official, or a candidate for political office, or (c) a member of the royal or ruling
family of a country.
(k) Comp liance with Laws: I n connection withthe services, transactions andother
matters contemplatedby this Agreement, eachFCPAParty hereto andits personnel shall comply
withall applicable UnitedStates andCanadian laws, rules andregulations. I n the event any
FCPAParty hereto has any knowledge, or reason to believe, that suchpersonnel have engagedin
conduct that may be in violation of suchlaws, rules andregulations, it shall provide the other
FCPAParties withimmediate notice thereof andremove suchpersonnel fromthe matters
contemplatedby this Agreement. EachFCPAParty further agrees that it will reasonably
cooperate in any resultinginvestigation by the other FCPAParties or their agents. Furthermore,
eachFCPAParty represents andwarrants that it, andits personnel, will comply withall United
States andCanadian securities laws, includingsuchsecurities laws that may prohibit any person
who has material, non-public information concerningan issuer frompurchasingor selling
securities of suchissuer or fromcommunicatingsuchinformation to any other person under
circumstances in whichit is reasonably foreseeable that suchperson is likely to purchase or sell
suchsecurities. Furthermore, notwithstandinganythingto the contrary in this Agreement, in
connection withthe services, transactions midother matters contemplatedby this Agreement,
McCarthy shall comply withall applicable UnitedStates andCanadian laws, rules and
regulations.
(1) Inquiries.
To the extent permittedby applicable statutory law, government
regulations, andprofessional responsibility requirements, Rothschildshall reasonably cooperate
withany reasonable, good-faithinquiries the Company may have regardingRothschild's
compliance withSection 10(j) hereof.
(m) Entire Agreement.
This Agreement, includingthe exhibit(s) hereto, embodies the
entire agreement andunderstandingof the parties hereto andsupersedes any andall prior
agreements, arrangements andunderstandings relatingto the matters providedfor herein. No
alteration, waiver, amendment, change or supplement hereto shall be bindingor effective unless
the same is set forthin writingsignedby a duly authorizedrepresentative of eachof the parties
hereto.
(n) Authority. Eachparty hereto represents andwarrants that it has all requisite power
andauthority to enter into this Agreement andExhibit Aandthe transactions contemplated
hereby. Eachparty hereto further represents that this Agreement has been duly andvalidly
authorizedby all necessary corporate action andhas been duly executedanddeliveredby eachof
501
McCarthy Thralllt LLP
Page 11
the parties hereto andconstitutes the legal, validandbindingagreement thereof, enforceable in
accordance withits terms.
(o) Counterp arts.
This Agreement may be executedin two or more counterparts, each
of whichshall be deemedan original, hut all of whichshall constitute one andthe same
agreement. Delivery of an executedcounterpart of a signature page to this Agreement by
facsimile, portable document format (PDF) or other electronic means shall be effective as delivery
of a manually executedcounterpart to this Agreement.
(p ) Notices.
Any notice given pursuant to, or relatingto, this Agreement shall be in
writingandshall be mailedor deliveredby courier (a) if to McCarthy, to McCarthy Tetrault LLP,
P.O. Box48, Suite 5300, Toronto Dominion BankTower, Toronto, Ontario M5K 1E6, Canada
Attention: Jamey Gage, (12) if to the Company, to U.S. Steel Canada I nc., 386 WilcoxStreet,
Hamilton, Ontario L8N 311, Canada, Attention: Michael McQuade, witha copy to U.S. Steel
Canada I nc., 386 WilcoxStreet, Hamilton, Ontario L8N 3T1, Canada Attention: General Counsel,
(c) if to Rothschild, to RothschildI nc., 1251 Avenue of the Americas, 33'
d Floor, NewYork, New
York10020, Attention: Homer Parkhill, ManagingDirector, witha copy to RothschildI nc., 1251
Avenue of the Americas, 34
th
Floor, NewYork, NewYork10020, Attention: General Counsel, or
(4) if to U.S. Steel, to UnitedStates Steel Corporation, Corporate Headquarters, 600 Grant Street,
Pittsburgh, PA15219, Attention: General Counsel, witha copy to Kirkland& Ellis LI .P, 300
NorthLaSalle, Chicago, I llinois 60654, Attention: PatrickJ. NashJr., P.C.
(q) Tax.
The Company agrees that all sums payable to Rothschildhereunder shall be
paidfree andclear of all deductions or withholdings unless the deduction or withholdingis
requiredby law, in whichevent the Company shall pay suchadditional amount to Rothschildas
shall be requiredto ensure that the net amount receivedby Rothschildwill equal the full amount
whichwouldhave been receivedby Rothschildhadno suchdeduction or withholdingbeen made.
I f the Company pays an additional amount to Rothschildto account for any deduction or
withholding, Rothschildshall reasonably cooperate withthe Company to obtain a refundof the
amount so withheld, includingfilingincome taxreturns in Canada claiminga refundof suchtax.
I f reasonably requestedby the Company, Rothschildshall apply to the relevant taxingauthority to
obtain a waiver fromsuchwithholdingrequirement.
Remainder of p age intentionally left blank.
502
Date:
Parkhil
ManagingDirector
McCarthy Tttrault LLP
Page 12
I f the foregoingcorrectly sets forththe understandingandagreement between Rothschild,
McCarthy andthe Company withrespect to the engagement of Rothschildby McCarthy on the
terms andconditions set forthabove, please so indicate by signingthe enclosedcopy of this
Agreement, whereupon it shall become a bindingagreement between the parties hereto as of the
date tirst above written.
Very truly yours,
ROTI I SCHI LDI NC.
AcceptedandAgreed:
MCCTETRAULTLLP
503
McCarthy I tSkauI t LLP
As of 'tummy 22, 2014
Pap13
BI
AcceptedandAgreed,
on behalf of itself andits direct
andindirect subsidiaries:
U. S. N EELCANADAI NC.
M. A. McQuade
President and General Manager
U. S. Steel Canada
Accepted andAgreed,
solely for purposes of Sections 7 and10 of this Agreement:
'UNI TEDSTATESSTEELCORPORATI ON
By:
Nat de,
Title: .5*.' r21.
533142
504
Exhibit A
The Company shall indemnify andholdharmless Rothschildandits affiliates,
counsel andother professional advisors, andthe respective directors, officers, controlling
persons, agents andemployees of eachof the foregoing(Rothschildandeachof suchother
persons, an "I ndemnifiedParty" and, collectively, the "I ndemnifiedParties"), fromand
against any losses, claims or proceedings, including, without limitation, stockholder
actions, damages, judgments, assessments, investigation costs, settlement costs, fines,
penalties, arbitration awards andany other liabilities, costs, fees andexpenses
(collectively, "Losses") (g) directly or indirectly relatedto or arisingout of
Q) oral or
written information providedby the Board, the Company, the Company's employees or
other agents, whicheither the Board, the Company or an I ndemnifiedParty provides to any
person or entity or (E) any other action or failure to act by the Board, the Company, the
Company's employees or other agents or any I ndemnifiedParty at the Board's or the
Company's request or withthe Board's or the Company's consent, in eachcase in
connection with, arisingout of, basedupon, or in any way relatedto this Agreement, the
retention of andservices providedby Rothschildunder this Agreement, or any Transaction
or other transaction; or (12) otherwise directly or indirectly in connection with, arisingout
of, basedupon, or in any way relatedto the engagement of Rothschildunder this
Agreement or any transaction or conduct in connection therewith, providedthat the
Company shall not be requiredto indemnify any I ndemnifiedParty for suchLosses if and
only to the extent that it is finally judicially determinedby a court of competent
jurisdiction that suchLosses arose primarily because of the gross negligence, willful
misconduct or fraudof suchI ndemnifiedParty. I f multiple claims are brought against an
I ndemnifiedParty, withrespect to at least one of whichindemnification is permittedunder
applicable lawandprovidedfor under this Agreement, the Company agrees that any
judgment or awardagainst suchI ndemnifiedParty shall be conclusively deemedto be
basedon claims as to whichindemnification is permittedandprovidedfor, except to the
extent the judgment or awardexpressly states that it, or any portion thereof, is basedon a
claimas to whichindemnification is not available.
The Company shall further reimburse any I ndemnifiedParty promptly for any legal
or other fees, disbursements or expenses as they are incurredin
(g) investigating,
preparing, pursuingor settlingany action or other proceeding(whether formal or informal)
or threat thereof, whether or not in connection withpendingor threatenedlitigation or
arbitration andwhether or not any I ndemnifiedParty is a party (each, an "Action") and(12)
in connection withenforcingsuchI ndemnifiedParty's rights under this Exhibit A;
nrovided, however, that in the event andonly to the extent that it is finally judicially
determinedby a court of competent jurisdiction that the Losses of suchI ndemnifiedParty
arose primarily because of the gross negligence, willful misconduct or fraudof such
I ndemnifiedParty, suchI ndemnifiedParty will promptly remit to the Company any
amounts reimbursedunder this paragraph.
505
McCarthy TarnI t LI ,P
Exhibit A- 2
Upon receipt by an I ndemnifiedParty of notice of any Action, suchI ndemnified
Party shall notify the Company in writingof suchAction, but the failure to so notify shall
not relieve the Company fromany liability hereunder (A) if the Company hadactual notice
of suchAction or (I Dunless andonly to the extent that suchfailure results in the forfeiture
by the Company of substantial rights anddefenses. The Company shall, if requestedby
Rothschild, assume the defense of any suchAction includingthe employment of counsel
reasonably satisfactory to Rothschildandwill not, without the prior written consent of
Rothschild, settle, compromise, consent or otherwise resolve or seekto terminate any
pendingor threatenedAction (whether or not any I ndemnifiedParty is a party thereto)
unless suchsettlement, compromise, consent or termination (Dcontains an express,
unconditional release of eachI ndemnifiedParty fromall liability relatingto suchAction
andthe engagement of Rothschildunder this Agreement and(11) does not include a
statement as to, or an admission of fault, culpability or a failure to act by or on behalf of
any I ndemnifiedParty. Any I ndemnifiedParty shall be entitledto retain separate counsel
of its choice andparticipate in the defense of any Action in connection withany of
the
matters to whichthis Agreement relates, but the fees andexpenses of suchcounsel shall be
at the expense of suchI ndemnifiedParty unless (2_ )
c the Company has failedpromptly to
assume the defense andemploy counsel or (y) the namedparties to any suchAction
(includingany impicadedparties) include suchI ndemnifiedParty andthe Company, and
suchI ndemnifiedParty shall have been advisedby counsel that there may be one or more
legal defenses available to it whichare different from
or
in addition to those available to
the Company; providedthat the Company shall not in suchevent be responsible under this
Agreement for the fees andexpenses of more than one firmof separate counsel (in addition
to local counsel) in connection withany suchAction in the same jurisdiction.
The Company agrees that if any right of any I ndemnifiedParty set forthin the
precedingparagraphs is finally judicially determinedto be unavailable, or is insufficient to
holdsuchindemnifiedParty harmless against suchLosses as contemplatedherein, then the
Company shall contribute to suchLosses (a) in suchproportion as is appropriate to reflect
the relative benefits receivedby the Company andits creditors andstockholders, on the
one hand, andsuchI ndemnifiedParty, on the other hand, in connection withthe
transactions contemplatedhereby, and(k) if (andonly if) the allocation providedin clause
(a) is not permittedby applicable law, in suchproportion as is appropriate to reflect not
only the relative benefits referredto in clause (a) but also the relative fault of the Company
andsuchI ndemnifiedParty; provided, that, in no event shall the aggregate contribution of
all suchI ndemnifiedParties exceedthe amount of fees receivedby Rothschildunder this
Agreement. Benefits receivedby Rothschildshall be deemedto be equal to the
compensation paidby the Company to Rothschildin connection withthis Agreement.
Relative fault shall be determinedby reference to, amongother things, whether any alleged
untrue statement or omission or any other allegedconduct relates to information provided
506
McCarthy Tatoult LLP
Exhibit A- 3
by the Company or other conduct by the Company (or the Company's employees or other
agents) on the one handor by Rothschildon the other hand.
The Company andMcCarthy also agree that no I ndemnifiedParty shall have any
liability (whether direct or indirect, in contract or tort or otherwise) to the Company, the
Boardor McCarthy for or in connection withadvice or services renderedor to be rendered
by any I ndemnifiedParty pursuant to this Agreement, the transactions contemplated
hereby or any I ndemnifiedParty's actions or inactions in connection withany suchadvice,
services or transactions except for andonly to the extent that suchLosses of the Company,
the Boardor McCarthy are finally judicially determinedby a court of competent
jurisdiction to have arisen primarily because of the gross negligence, willful misconduct or
fraudof suchI ndemnifiedParty in connection withany suchadvice, actions, inactions or
services.
The rights of the I ndemnifiedParties hereunder shall be in addition to any other
rights that any I ndemnifiedParty may have at common law, by statute or otherwise.
Except as otherwise expressly providedfor in this Agreement, if any term, provision,
covenant or restriction containedin this Agreement is heldby a court of competent
jurisdiction or other authority to be invalid, void, unenforceable or against its regulatory
policy, the remainder of the terms, provisions, covenants andrestrictions containedin this
Agreement shall all remain in full force andeffect andshall in no way be affected,
impairedor invalidated. The reimbursement, indemnity andcontribution obligations of the
Company set forthherein shall apply to any modification of this Agreement andshall
remain in full force andeffect regardless of any termination of, or the completion of any
I ndemnifiedParty's services under or in connection with, this Agreement.
507
Exhibit B
AK Steel
ArcelorMittal USA
ArcelorMittal Dofasco
WESteel Corp.
Kobe Steel, Ltd.
Nucor
POSCO(f/k/a PohangI ron andSteel Company
Severstal NorthAmerica
Steel Dynamics
Essar Steel Algoma
Gerdau LongSteel NorthAmerica
Tata Steel Ltd.
Nippon Steel & Sumitomo Steel
Evraz
Thyssen Krupp
Companhia Sidenirgica Nacional, Brazil
JMCSteel Group
Vallourec Star, LP
TMK I psco I nc.
Tenaris S.A.
508
STRI CTLYPRI VATEAND
CONFI DENTI AL
As of July 17, 2014
PO Box48, Suite 5300
Toronto-Dominion BankTower
Toronto ON M5K 1E6
Canada
Ladies andGentlemen:
Reference is made to the letter agreement, datedas of January 22, 2014
(the "Agreement"), amongMcCarthy Tetrault LLP("McCarthy"), legal counsel to U.S.
Steel Canada I nc. (collectively withits direct andindirect subsidiaries, the "Company"),
the Company, RothschildI nc. ("Rothschild") and, solely for the purposes of Sections 7 and
10 of the Agreement, UnitedStates Steel Corporation ("U.S. Steel"). This Amendment
No. 1 to the Agreement (this "Amendment") hereby amends the Agreement as set forth
herein, includingamendingcertain definedterms as set forthherein.
Section 1 Amendment. Subject to the terms andconditions hereof, the Agreement
shall be andhereby is amendedas follows.
(a) Section 1 of the Agreement is deletedin its entirety andreplacedwith
the following:
Section 1 Services to be Rendered. I n connection withthe formulation,
analysis andimplementation of various options for a potential I nter-Company
Transaction (as definedbelow) and/or one or more potential Restructuring
Transactions (as definedbelow), Rothschildwill performthe followingservices as
requestedby McCarthy on behalf of the Company's boardof directors
(the "Board") andas appropriate andapplicable:
(a) assist in evaluatingandanalyzingthe Company's current inter-company
financingarrangements withU.S. Steel andaffiliates andits future financing
needs, andparticipate in negotiations withU.S. Steel regardingongoingor future
inter-company financingarrangements;
(b) advise in connection witha potential I nter-Company Transaction;
(c) assist in the Board's assessment of the financial aspects of an I nter-Company
Transaction andin structuringan I nter-Company Transaction, including, without
limitation, advice on the valuation of Core Assets (as definedherein) andthe
treatment or allocation of liabilities under an I nter-Company Transaction;
509
As of July 17, 2014
Page 2
(d) assist or participate in negotiations withthe parties in interest, including,
without limitation, U.S. Steel andany current or prospective creditors of, or
claimants against, the Company and/or their respective representatives in
connection withan I nter-Company Transaction;
(e) reviewandanalyze the Company's assets andthe operatingandfinancial
strategies of the Company;
(f) reviewandanalyze the business plans andfinancial projections preparedby the
Company including, but not limitedto, testingassumptions andcomparingthose
assumptions to historical Company andindustry trends;
(g) evaluate the Company's debt capacity in light of its projectedcashflows and
assist in the determination of an appropriate capital structure for the Company;
(h) identify and/or initiate potential RestructuringTransactions, including, without
limitation, assistingthe Company at its request withthe conduct of the sale
process in the case of any proposedsale of Core Assets;
(i) assist the Company randits other professionals in reviewingthe terms of any
proposedRestructuringTransaction, in respondingthereto and, if directed, in
evaluatingalternative proposals for a RestructuringTransaction;
(j) determine a range of values for the Company andits various Core Assets and
any securities that the Company offers or proposes to offer in connection witha
RestructuringTransaction;
(k) advise the Company on the risks andbenefits of consideringa Restructuring
Transaction withrespect to the Company's intermediate andlong-termbusiness
prospects andstrategic alternatives to maximize the business enterprise value of
the Company;
(1) reviewandanalyze any proposals the Company receives fromthirdparties in
connection witha RestructuringTransaction, including, without limitation, any
proposals for debtor-in-possession financingor the acquisition of any Core Assets,
as appropriate;
(m) assist or participate in negotiations withthe parties in interest (including,
without limitation, U.S. Steel andany current or prospective creditors of, or
claimants against, the Company), any potential Acquirers (as definedbelow), any
other thirdparties and/or their respective representatives in connection witha
RestructuringTransaction;
(n) assist the Company in connection withpotential asset sales, including, without
limitation, potential sales of Core Assets, includingassistingthe Company in (i)
preparingconfidential information materials for potential Acquirers (as defined
herein), (ii) identifyingandcontactingpotential Acquirers, (iii) coordinatingdue
diligence by potential Acquirers, (iv) analyzingandnegotiatingthe financial
aspects of any proposedacquisition, and(v) reportingin respect of suchprocess
510
As of July 17, 2014
Page 3
(o) advise the Company withrespect to, andattend, meetings of the Board,
creditor groups, official constituencies andother interestedparties (including,
without limitation, potential Acquirers), as necessary;
(p) in the event the Company becomes subject to a proceedingpursuant to the
Comp anies' Creditors Arrangement Act (Canada) (the "CCAA") or Bankrup tcy
and Insolvency Act (Canada) (the "BI A", andany suchproceeding, an "I nsolvency
Proceeding"), andif requestedby the Company, participate in hearings before the
court in whichsuchproceedingis commenced(the "Court") andprovide relevant
testimony withrespect to the matters describedherein andissues arisingin
connection withany proposedPlan (as definedbelow) or any proposed
RestructuringTransaction; and
(q) render suchother financial advisory andinvestment bankingservices as may
be agreedupon by Rothschild, McCarthy andthe Company.
As usedherein, the term"Core Asset" shall mean either of the followingassets: (i)
the integratedsteel mill assets andrelatedreal property of the Company generally
known as Lake Erie Works or (ii) the integratedsteel mill assets andrelatedreal
property of the Company generally known as Hamilton Works.
As usedherein, the term"I nter-Company Transaction" shall mean a spin-out,
spin-down, or other similar sale or transfer of all or substantially all of the assets
of the Company's Lake Erie Works facility to an affiliate of the Company or U.S.
Steel andthe implementation of relatedarrangements in respect of the Hamilton
Works facility on a consensual basis, whether or not pursuant to a court-
supervisedprocess (other than an I nsolvency Proceeding) or otherwise. For
purposes of this Agreement, "consensual basis" shall mean a transaction that is
consentedto or approvedby (or to the extent consents or approvals are not
applicable to suchtransaction or to any particular class of stakeholders, such
transaction is otherwise not opposedby) the relevant stakeholders of the
Company, including, without limitation, the applicable Canadian federal and
provincial governments, labor unions andpension regulators or where,
notwithstandingsome stakeholder objection, the Transaction is implemented
under a court-supervisedprocess, other than an I nsolvency Proceeding, suchas a
plan of arrangement under the Canada Business Corp orations Act (Canada) (the
"CBCA").
As usedherein, the term"RestructuringTransaction" shall mean any one or more
of the following, whether or not pursuant to a plan of arrangement (a "Plan")
approvedby the Court in connection withany proceedingcommencedby or
against the Company, whether involvingthe Company alone or together withone
or more of its affiliates, under the CCAA, BI Aor otherwise: (a) any transaction or
511
As of July 17, 2014
Page 4
series of transactions that effects or proposes to effect material amendments to, or
other material changes in or material compromises of, any of the Company's
outstandingindebtedness, trade claims, leases, unfundedpension andretiree
medical liabilities or other liabilities (whether on or off balance sheet) including,
without limitation, any exchange, repurchase or forgiveness of any portion thereof;
(b) (i) any merger, consolidation, reorganization, recapitalization, financing,
refinancing, business combination or other transaction pursuant to whichthe
Company (or control thereof) is acquiredby, or combinedwith, any person, group
of persons, partnership, corporation or other entity (an "Acquirer") or (ii) any
acquisition, directly or indirectly, by one or more Acquirers (or by one or more
persons actingtogether withan Acquirer pursuant to a written agreement or
otherwise), througha credit bidor otherwise, whether in a single transaction,
multiple transactions or a series of transactions, of (x) a Core Asset, or (y) any
outstandingor newly-issuedshares of the Company's capital stock or any
securities convertible into, or options, warrants or other rights to acquire, such
capital stockor other equity securities of the Company for the purpose of effecting
a recapitalization, reorganization or change of control of the Company; or (c) any
other material restructuring, reorganization, refinancing, sale or similar transaction
in respect of the Company or any of its Core Assets, whether or not pursuant to a
Plan. For the avoidance of doubt, an I nter-Company Transaction shall not, when
taken alone, constitute a RestructuringTransaction.
As usedherein, the term"Transaction" shall mean a RestructuringTransaction or
I nter-Company Transaction.
I n performingits services pursuant to this Agreement, andnotwithstanding
anythingto the contrary herein, Rothschildis not assumingany responsibility for
the Board's decision to pursue (or not to pursue) any business strategy or to effect
(or not to effect) a Transaction or other transaction. Rothschildshall not have any
obligation or responsibility to provide accounting, audit, "crisis management" or
business consultant services to McCarthy, the Boardor the Company, andshall
have no responsibility for designingor implementingoperating, organizational,
administrative, cashmanagement or liquidity improvements.
(b) Section 3 of the Agreement is deletedin its entirety andreplacedwith
the following:
Section 3Fees of Rothschild. As compensation for the services rendered
hereunder, the Company (andits successors, if any) agrees to pay Rothschild(via
wire transfer or other mutually acceptable means) the followingfees by wire
transfer of immediately available funds:
512
As of July 17, 2014
Page 5
ELI
(a) Commencingas of January 22, 2014, whether or not a Transaction is proposed
or consummated, an advisory fee (the "Monthly Fee") of US$200,000 per month,
unless Rothschildandthe Company shall mutually agree to change the amount of
the Monthly Fee. The initial Monthly Fee shall be payable by the Company upon
the execution of this Agreement by the Company (without duplication of any
Monthly Fee for suchmonthpreviously paidto Rothschildunder the. Agreement),
andthereafter the Monthly Fee shall be payable by the Company in advance on the
first day of eachmonth.
(b) Afee (the "I nter-Company Completion Fee") of US$2,500,000, payable upon
the closingof an I nter-Company Transaction duringthe termhereof andfor which
Rothschildhas providedservices hereunder. The I nter-Company Completion Fee
shall also be payable in the event that an I nter-Company Transaction is
consummatedat any time on or prior to the expiration of 12 months after the
termination of this Agreement in accordance withSection 9; providedthat in no
event shall Rothschildbe entitledto payment of the I nter-Company Completion
Fee duringsuchperiodafter termination of this Agreement if (i) this Agreement is
terminatedby Rothschildwithout Cause (as definedbelow) or (ii) this Agreement
is terminatedby McCarthy (after consultation withthe Company) for Cause. As
usedherein, "Cause" shall mean a material breachof the terms of this Agreement
by (x) in the case of a termination by McCarthy, Rothschildor (y) in the case of a
termination by Rothschild, McCarthy or the Company, in eachcase, whichis not
curedwithin a reasonable periodof time after written notice of suchbreachis
deliveredto the breachingparty by the non-breachingparty.
(c) Afee (the "RestructuringCompletion Fee") of US$5,500,000, payable upon
the earlier of (i) the confirmation andeffectiveness of a Plan and(ii) the closingof
a RestructuringTransaction. The RestructuringCompletion Fee shall also be
payable in the event that the confirmation andeffectiveness of a Plan or the
closingof a RestructuringTransaction occurs at any time on or prior to the
expiration of 12 months after the termination of this Agreement in accordance
withSection 9; providedthat in no event shall Rothschildbe entitledto payment
of the RestructuringCompletion Fee duringsuchperiodafter termination of this
Agreement if (i) this Agreement is terminatedby Rothschildwithout Cause, (ii)
this Agreement is teiminatedby McCarthy (after consultation withthe Company)
for Cause, or (iii) this Agreement is terminatedupon consummation of an I nter-
Company Transaction in accordance withSection 9 (in whichcase the I nter-
Company Completion Fee is payable to Rothschild). For the avoidance of doubt,
in no event will Rothschildbe entitledto receive bothan I nter-Company
Completion Fee anda RestructuringCompletion Fee.
513
As of July 17, 2014
Page 6
(d) To the extent the Company requests that Rothschildperformadditional
services not contemplatedby this Agreement, suchadditional fees as shall be
customary for the nature of suchservices andas mutually agreedupon in good
faithby Rothschildandthe Company, in writing, in advance
McCarthy, the Company andRothschildacknowledge andagree that (x) the hours
worked, (y) the results achievedand(z) the ultimate benefit derivedfromthe work
performedby Rothschild, in eachcase, in connection withthis engagement, may
be variable, andthat suchfactors have been taken into account in settingthe fees
hereunder.
(c)
Section 4 of the Agreement is deletedin its entirety andreplacedwith
the following:
Section 4 Credit. Rothschildshall credit against the I nter-Company
Completion Fee or the RestructuringCompletion Fee (suchcredit to be applied
only once), if any, 50%of the Monthly Fees paidto Rothschildfor the first three
months under the Agreement.
(d) Section 5 of the Agreement is deletedin its entirety andreplacedwith
the following:
Section 5Expenses. Without in any way reducingor affectingthe provisions of
Exhibit Ahereto, the Company shall reimburse Rothschildfor its reasonable and
documentedexpenses that are incurredas a direct result of Rothschild's performance of
its engagement hereunder (whichexpenses may not exceedUS$50,000 cumulatively
duringthe termhereof without the prior written approval of the Board, whichapproval
shall not be unreasonably withheld), including, without limitation, the reasonable fees and
disbursements of one lawfirm. Reasonable expenses shall also include, but not be limited
to, reasonable expenses incurredin connection withtravel andlodging, data processing
andcommunication charges, researchandcourier services. Notwithstandingany
provision of this Agreement or any Exhibit hereto to the contrary, at the Company's
request, Rothschildwill provide appropriate receipts and/or backupdocumentation for any
reimbursable expenses that are billed.
(e)
the following:
Section 8Term. The termof Rothschild's engagement shall commence on the
date hereof andmay be terminatedby either McCarthy (after consultation withthe
Company) or Rothschildafter ninety (90) days fromthe date hereof by providing
514
As of July 17, 2014
Page 7
E3
fifteen (15) days advance notice in writing; providedthat the Company may direct
McCarthy to immediately terminate this Agreement if (i) it forms a reasonable,
goodfaithbelief that the other party or one of its directors, officers, employees,
affiliates, agents, representatives andany other person who performs services for
or on its behalf in connection withthis Agreement has engagedin conduct in
violation of Section 10(j) in connection withthis Agreement; or (ii) if the
continuation of this Agreement wouldviolate any applicable anti-corruption laws.
I f terminated, (a) Rothschildshall be entitledto reimbursement by the Company of
any andall reasonable expenses describedin Section 5 and(12) Rothschildshall be
entitledto payment by the Company of any fees whichare due andowingto
Rothschildupon the effective date of termination (withthe amount of any Monthly
Fee beingproratedto the effective date of termination). Termination of
Rothschild's engagement hereunder shall not affect or impair the Company's
continuingobligation to indemnify Rothschildandcertain relatedpersons as
providedin Exhibit A.
the following:
Section 9Application for Retention of Rothschild.
(a) I f an I nsolvency Proceedingis commencedby or against the Company andthe
approval of the Court is requiredwithrespect to the retention of Rothschildas
financial advisor and/or any of the terms of this engagement (including, without
limitation, the payment of Rothschild's fees andexpenses andthe provision of
indemnification to Rothschild), then the Company shall apply promptly to the
Court for approval of (a) this Agreement and(b) Rothschild's retention under the
terms of this Agreement including, without limitation, the payment of Rothschild's
fees andexpenses, the provision of indemnification to Rothschildandthe
reimbursement of the fees, disbursements andother charges of Rothschild's
counsel pursuant to Section 5 hereof without the requirement that the retention of
suchcounsel be approvedby the Court, nunc p ro tune to the date the I nsolvency
Proceedingwas commenced, andshall use its commercially reasonable efforts to
obtain Court authorization andapproval thereof. The Company shall use
commercially reasonable efforts to obtain fromthe Court a court-orderedcharge
on all of its property, in an amount reasonably appropriate, ranking(i) in respect
of all of Rothschild's fees andexpenses payable under this Agreement except the
RestructuringCompletion Fee, in priority over the pre-filingandpost-filingclaims
of any securedcreditor of the Company, other than any pre-filingor post-filing
claimto whichan administrative charge wouldcustomarily be subordinate; and
(ii) in respect of the RestructuringCompletion Fee, in priority over the pre-filing
515
As of July 17, 2014
Page 8
andpost-filingclaims of any securedcreditor of the Company, other than any
post-filingdebtor-in-possession financing("DI PFinancing") andany pre-filingor
post-filingclaimto whichDI PFinancingis or wouldcustomarily be subordinate,
includingpurchase-money security interests andsuper-priority statutory liens and
deemedtrusts for withholdingtaxes; providedthat Rothschildagrees that such
charge in favor of Rothschildmay initially only have priority over the claims of
securedcreditors that have notice of the initial order until the Company seeks a
further order in respect of the priority of suchcharge on notice to all relevant
securedcreditors. Rothschildacknowledges andagrees that, for the purposes of
suchapplication(s), the Company may disclose a copy of this Agreement in its
court materials (subject to any mutually agreeable redactions). The Company
shall supply Rothschildandits counsel witha draft of suchapplication(s) andany
proposedorder relatedthereto sufficiently in advance of the filingof such
application(s) andproposedorder to enable Rothschildandits counsel to review
andcomment thereon. Rothschildshall have no obligation to provide any services
under this Agreement unless Rothschild's retention under the terms of this
Agreement is approved(if required) in the manner set forthabove by a final order
of the Court no longer subject to appeal, rehearing, reconsideration or petition for
certiorari, andwhichorder is reasonably acceptable to Rothschildin all respects.
(b) Rothschildacknowledges that in the event that the Court approves its retention
pursuant to the application process describedin this Section 9, payment of
Rothschild's fees andexpenses shall be subject to (x) the jurisdiction and, if
required, approval of the Court andany order approvingRothschild's retention,
(y) any applicable fee andexpense guidelines and/or orders and(z) any
requirements governinginterimandfinal fee applications. I n the event that
Rothschild's engagement hereunder is approvedby the Court, the Company shall
pay all fees andexpenses of Rothschildhereunder as promptly as practicable in
accordance withthe terms hereof andany applicable order(s) of the Court.
(c) I n agreeingto seekapproval by the Court of Rothschild's retention hereunder
(if required), the Company acknowledges that it believes that Rothschild's general
restructuringexperience andexpertise, its knowledge of the industry in whichthe
Company operates andthe capital markets andits merger andacquisition
capabilities will inure to the benefit of the Company, that the value to the
Company of Rothschild's services hereunder derives in substantial part fromthat
expertise andexperience andthat, accordingly, the structure andamount of the
Monthly Fee, the I nter-Company Completion Fee andthe Restructuring
Completion Fee (eachas definedherein) are reasonable regardless of the number
of hours expendedby Rothschild's professionals in performance of the services
providedhereunder.
516
As of July 17, 2014
Page 9
Section 2Miscellaneous.
(a) Except as specifically amendedherein, the Agreement shall continue in full
force andeffect in accordance withits original terms. I n addition, the parties hereto
expressly agree that all of the terms of the Agreement (including, for the avoidance of
doubt, the provisions of Exhibit Aof the Agreement) shall remain in full force andeffect
andshall be deemedto cover the engagement except as expressly amendedhereby.
Reference to this specific Amendment neednot be made in the. Agreement or any other
instrument or document executedin connection therewithor evidencing, or settingforth
the terms applicable to, or in any certificate, letter, or communication issuedor made
pursuant to or withrespect to the Agreement, any reference in any of suchitems to the
Agreement beingsufficient to refer to the Agreement as amendedhereby. I n the event of
any inconsistency between this Amendment andthe Agreement, this Amendment shall
control in all respects.
(b) This Amendment shall become effective as of the date first written above
upon execution by the Company, Rothschild, McCarthy, andU.S. Steel.
(c) This Amendment may be executedin two or more counterparts, eachof
whichshall be deemedan original, but all of whichshall constitute one andthe same
agreement. Delivery of an executedcounterpart of a signature page to this Amendment
by facsimile, portable document format (PDF), or other electronic means shall be
effective as delivery of a manually executedcounterpart to this Amendment.
[Remainder of p age intentionally left blank. ]
517
As of July 17, 2014
Page 10
I n witness whereof, the parties hereto have causedthis Amendment No. 1 to
Agreement to be duly executedanddeliveredas of the date first above written.
Very truly yours,
ROTHSCHLDI NC.
By:
Home Parkhill
ManagingDirector
Date:
AcceptedandAgreed:
MCCARTHYTETRAULTLLP
By:
Name:
Title:
Date:
518
As of July 17, 2014
Page 10

S.

I n witness whereof, the parties hereto have causedthis Amendment No. 1 to
Agreement to be duly executedanddeliveredas of the date first above written.
Very truly yours,
ROTHSCHI LDI NC.
By:
Homer Parkhill
ManagingDirector
Date:
AcceptedandAgreed:
MCCARTHYl'ElRAULTLLP
.By:
A1Al
tat 11
INY/10P
t : //iti
519
McCarthy Tetriult LLP
As of July 17, 2014
Page 11
AcceptedandAgreed,
on behalf of itself andits direct
andindiredsubsidiaries:
U. S. STEELCANADAI NC.
By:
anise: Mici...e%
Title: Frci,6,,t Ak e,,,ov f
Acceptedand. greed,
solely to the extent this Amendment amends Sections 7 and10 of the Agreement:
UNI TED.S'TAI ESSTEALCORPORATI ON
By: / c-tfe
Name: 0,28/ T, d 444- ,
Title: . 4e iliecROcct06. 411-;
eefieise arride-t2
-riet-fscee-te
520
TAB V
522
Page 12 .
2. Specific Duties
I n connection withthe development andimplementation of a financial andoperational
restructuringin respect of USSC, whichmay involve a consensual, restructuringinvolving
relevant stakeholders of USSCand/or a sales andinvestment solicitation process in respect of
all or parts of USSC's business andassets and/or another restructuringprocess (the
"Restructuring"), the CRO shall have the followingduties andresponsibility for the following
activities (the "Duties"),whichare to be performedin accordance withthis Agreement andin
consultation withUSSCmanagement andUSSC's financial andlegal advisors, subject to
ongoingsupervision anddirection fromthe Boardandany special committee of the Board, and
subject to the terms of any Court order in the Proceedings:
developing, for consideration by the Board, a plan or plans for the Restructuringof
USSCandits business andassets;
managinganddirectingpresentations to andnegotiations withlenders, creditors,
stakeholders andany other interestedparties, as necessary or desirable in
connection withthe Restructuring(includingthe Federal andProvincial
governments, relevant union andother employee andretiree representatives, United
States Steel Corporation ("USS"), suppliers, creditors andpotential purchasers and
investors);
managinganddirectingthe implementation of the Restructuringplan or plans
selectedby the Boardas appropriate, includingall necessary or desirable
arrangements withlenders, creditors, USS, other stakeholders andother interested
parties;
managingcommunications in connection withthe Restructuring, whether between
USSCandits stakeholders or withthe media, as appropriate, andcoordinating
interactions withand/or leadingdiscussions withandcommunications to
stakeholders participatingin andaffectedby the Restructuringprocess;
managingall processes relatedto the conduct of the RestructuringandUSSC's
participation in the Proceedings, includingin relation to USSC's legal andfinancial
advisors, potential purchasers in any sale process, lenders, creditors, USS, the
Monitor andother stakeholders andinterestedparties;

establishingandimplementinga workplan for the Restructuringprocess and
reporting. directly to the Boardandany special committee of the Boardon a regular
basis to update the Boardandany special committee regardingthe Restructuring
process, includingthe progress beingmade fromtime to time andproposed
timeframes for the development, negotiation andimplementation of the
Restructuringandany other material matters whichmay affect the Restructuringas
well as those matters whichthe Boardor any special committee requests;
lorewood Place, Oakville, Ontario L6K 3Y4 tel: 905.849.4332 fax: 905.849.4248
523
Page 13
attendingcourt hearings andprovidingaffidavits, as appropriate, in the
Proceedings, andprovidingdirection in relation to issues as andwhen necessary in
the Proceedings;
managing, directingandimplementingUSSC's reportingobligations to USSas
lender andDI Plender andotherwise in relation to the Restructuringandthe
Proceedings;
co-ordinatingthe foregoingRestructuringactivities withthe President andother
management teammembers who will remain responsible for the day-to-day
operatingactivities of USSC's business; and
providingsuchother services relatingto or to facilitate the Restructuringandthe
above matters as appropriate.
The Duties of the CRO expressly do not include any authority for, or charge, management or
control of, any sites or facilities at or on whichUSSCoperates or for any day-to-day operations
or operatingactivities of any of USSC's business, includingwithout limitation, any
responsibility for environment matters. The Duties will be performedat all times actingin
accordance withthe fiduciary duties requiredof an officer of USSC.
3. Information
USSCrepresents andwarrants to BlueTree, andwill use its reasonable commercial efforts to
ensure, that all information providedto BlueTree, directly or indirectly, orally or in writing, in
connection withthe BlueTree engagement hereunder will be accurate andcomplete in all
material respects, will not be misleadingin any material way andwill not omit to state any
material fact that is necessary to make suchinformation not misleadingin light of the
circumstances in whichit was provided. Subject to its professional judgment, BlueTree shall
be under no obligation to verify independently any suchinformation providedto or otherwise
obtainedby it. Subject to its professional judgment, BlueTree shall also be under no obligation
to determine whether there have been any changes in suchinformation or to investigate any
change in suchinformation occurringafter the date any of the same were providedto or
obtainedby BlueTree.
4. Fees and Expenses
BlueTree's compensation for services referredto above will be as follows:
a. Aworkfee (the "Work Fee") of $100,000 per monthcommencingon the date hereof,
payable in advance by wire, withthe first payment to be made as soon as reasonable
possible after the date hereof andthereafter witheachmonthly payment to be made on
the 15thday of eachmonth, or when the 15thday falls on a non-business day, on the
first business day thereafter.
orewood Place, Oakville, Ontario L6K 3Y4 tet: 905.849.432 fax: 905.849.4248
524
Page 14
b. Afee (the "Success Fee") of $1,000,000, shall be earned, but not payable, upon the
earlier of (i) the confirmation andeffectiveness of a plan of arrangement in respect of
the Company in the Proceedings (a "Plan") on terms satisfactory to USSCandUSSon
or before December 31, 2015 and(ii) the closingof a RestructuringTransaction (as
definedbelow).
As usedherein, the term"RestructuringTransaction" shall mean any one or more of
the following, otherwise than pursuant to a Plan, andwhether involvingthe Company
alone or together withone or more of its affiliates:
(a) any merger, consolidation, reorganization, recapitalization, financing,
refinancing, business combination or other transaction pursuant to whichthe
Company (or control thereof) is acquiredby, or combinedwith, any person,
groupof persons, partnership, corporation or other entity (an "Acquirer") on
terms satisfactory to USSCandUSS;
(b) any acquisition, directly or indirectly, by one or more Acquirers (or by one or
more persons actingtogether withan Acquirer pursuant to a written agreement
or otherwise), througha credit bidor otherwise, whether in a single transaction,
multiple transactions or a series of transactions, of any outstandingor newly-
issuedshares of the Company's capital stockor any securities convertible into,
or options, warrants or other rights to acquire, suchcapital stockor other equity
securities of the Company for the purpose of effectinga recapitalization,
reorganization or change of control of the Company on terms satisfactory to
USSCandUSS;
(c)
any acquisition, directly or indirectly, by one or more Acquirers (or by one or
more persons actingtogether withan Acquirer pursuant to a written agreement
or otherwise), througha credit bidor otherwise, whether in a single transaction,
multiple transactions or a series of transactions, by October 31, 2015 of both:
i. all or substantially all of the LEWAssets, and
ii. all, substantially all, or a significant portion (in the latter case, as
determinedby andto the satisfaction of USSCandUSSafter
consultation withAziz) of the HWAssets;
in all cases on terms satisfactory to USSCandUSS.
As usedherein, the term"LEWAssets" means the followingassets: the integrated
steel mill assets andrelatedreal property of the Company generally known as Lake
Erie Works (including, for greater certainty, the coke ovens, steel-makingassets,
picklingline and6600 acres of landassociatedwithLake Erie Works), andthe term
"HWAssets" means the followingassets: the integratedsteel mill assets andrelated
real property of the Company generally known as Hamilton Works (including, for
greater certainty, the coke ovens, steel-makingassets, finishinglines and813 acres of
landassociatedwithHamilton Works).
orewoodPlace,
Oakville, Ontario L6Ec 3Y4 tei: 905.849.4332 fax: 905.8.49.4248
525
Page 15
BlueTree shall be entitledto a WorkFee for a minimumperiodof two (2) months if this
Agreement is terminatedby USSC(other than as a result of a default by BlueTree hereunder)
before a RestructuringTransaction. BlueTree acknowledges that USSCmay require the
services of BlueTree after a RestructuringTransaction is completedandBlueTree agrees to
provide suchservices.
Any Success Fee earnedhereunder will be payable upon the earlier of: (i) the termination of
this engagement by USSCother than as a result-of a breachof the Agreement by BlueTree; (ii)
the termination of this Agreement by BlueTree as a result of a breachof this Agreement by
USSC; and(iii) December 31, 2015.
The Success Fee describedherein will be earnedandpayable in accordance withthis
Agreement if the events in paragraph4 b. are completedor implemented(as the case may be)
duringthe termof this engagement or within a periodof six (6) months followingthe
termination of this Agreement under items (i) and(ii) in the immediately precedingparagraph.
However, no Success Fee will be payable if BlueTree terminates this Agreement in accordance
withSection 7.
I n addition 'to the foregoing, USSCshall reimburse BlueTree for its reasonable and
documentedout-of-pocket expenses including, but not limitedto, legal fees, travel and
communications expenses, courier charges andaccommodation expenses incurredin carrying
out this engagement, to a maximumof $10,000 per month. Any suchexpenses in in excess of
$10,000 in a monthmay only be incurredby BlueTree withthe prior written consent of the
Board, whichconsent will not be unreasonably withheld. Suchreimbursable expenses will be
payable promptly followingreceipt of BlueTree's invoices by USSC.
All or part of the foregoingmay be subject to federal HarmonizedSales Tax("HST"). Where
suchtaxis applicable, an additional amount equal to the amount of taxowingthereon will be
chargedto andpayable by USSC, in addition to the fees of BlueTree. BlueTree shall provide
its HSTregistration number to USSCpromptly after execution of this Agreement.
The parties acknowledge that all compensation payable pursuant to this Agreement is payable
to BlueTree only andthat the CRO will not be entitledto receive any additional compensation
whatsoever fromUSSCfor performingthe Duties.
5. Other Services
I f BlueTree is requestedto performservices in addition to those describedabove or to provide
services of individuals other than Aziz, then the terms andconditions relatingto suchservices
will be outlinedin a separate agreement andthe fees for suchservices will be in addition to the
fees payable hereunder andwill be commercially reasonable andnegotiatedseparately andin
goodfaith.
orewood Place, Oakville. Ontario L6K 3Y4 tel: 905.849.4332 fax: 905.849.4248
526
Page 16
6. Indemnity
USSCagrees to indemnify BlueTree (the "Indemnity") in accordance withthe provisions of
this Section. The I ndemnity shall be in addition to andnot in substitution for any other
indemnification right that BlueTree may have.
USSChas representedthat director andofficer insurance coverage is currently maintainedby
USSfor directors andofficers of USSC. Aziz will be affordedall of the rights andprivileges
under the USSCandUSSBy-laws andthat Aziz will be consideredan I nsuredPerson as
definedby the applicable Directors & Officers Liability I nsurance Policies. I n connection with
this Agreement, USSCagrees to indemnify andholdharmless BlueTree andAziz fromand
against any andall losses, expenses, claims, actions, damages andliabilities, joint or several,
includingthe aggregate amount paidin reasonable settlement of any actions, suits,
proceedings, investigations or claims andthe reasonable fees andexpenses of legal counsel on
a solicitor andits or his own client basis ("Losses") that may be incurredin advisingwith
respect to and/or defendingany action, suit, proceeding, investigation or claimthat may be'
made or threatenedagainst either of BlueTree or Aziz or in enforcingthis indemnity to which
BlueTree and/or Aziz may become subject to or otherwise involvedin any capacity insofar as
the Losses relate to, are causedby, result from, arise in respect of or are basedupon, directly or
indirectly, this engagement; providedthat USSCshall not be requiredto indemnify BlueTree
or Aziz for suchLosses to the extent any suchLosses are determinedby a Court of competent
jurisdiction in a final judgment that has become non-appealable to have resultedfromthe gross
negligence or wilful misconduct of BlueTree or Aziz. USSCalso agrees that BlueTree and
Aziz shall not have any liability (whether directly or indirectly in contract or tort or otherwise)
to USSCor any person assertingclaims on behalf of or in right of USSCfor or in connection
withthis engagement except to the extent any losses, expenses, claims, actions, damages or
liabilities incurredby USSCare determinedby a Court of competent jurisdiction in a final
judgment that has become non-appealable to have resultedfromthe gross negligence or wilful
misconduct of BlueTree or Aziz. USSCwill not, without BlueTree and/or Aziz's written
consent, settle, compromise, consent to the entry of any judgment in or otherwise seekto
terminate any action, suit, proceeding, investigation or claimin -respect of which
indemnification may be sought hereunder (whether or not BlueTree and/or Aziz is a party
thereto) unless suchsettlement, compromise, consent or termination includes a release of
BlueTree andAziz fromany liabilities arisingout of suchaction, suit, proceeding,
investigation or claim. This indemnity can only be variedby the mutual agreement of USSC,
BlueTree andAziz.
Promptly after receivingnotice of any action, suit, proceedingor claimagainst either of
BlueTree or Aziz or receipt of notice of the commencement of any investigation whichis
based, directly or indirectly, upon any matter in respect of whichindemnification may be
sought in accordance withthe terms of this Agreement fromUSSC, USS, BlueTree and/or
Aziz will notify USSCin writingof the particulars thereof. The omission to notify USSCshall
not relieve USSCof any liability whichUSSCmay have to either of BlueTree and/or Aziz (a)
if USSChadactual notice of suchaction, suit, proceedingor claim, or (b) unless andonly to
the extent suchfailure results in the forfeiture by USSCof substantial rights anddefences.
orewood Place, Oakville, Ontario L6K 3Y4 tel: 905.849.4332 fax: 905.849.4248
527
Page 17
BlueTree andAziz may retain counsel (one lawfirm) to separately represent it or himin the
defence of a claim, whichshall be at the expense of USSCon a solicitor andits or his own
client basis if (i) USSCdoes not assume the defence of a claim, (ii) USSCagrees to separate
representation or (iii) BlueTree and/or Aziz is advisedby legal counsel that additional defences
are available to BlueTree and/or Aziz whichmake representation by the same counsel
inappropriate.
7. Survival of Terms andTermination
This engagement shall take effect upon the execution of this Agreement andmay be terminated
by a written notice to that effect:
(a) by USSC; or
(b) by BlueTree;
in eachcase upon not less than ten (10) days' written notice to that effect to the other provided
that the obligation of USSCto indemnify BlueTree, to pay any amounts due to BlueTree
pursuant to this Agreement, includingfees, expenses andtax, andthe representations and
warranties providedby USSCin connection withthis Agreement shall survive the completion
of the BlueTree engagement hereunder or other termination of this Agreement.
8. Confidentiality
I t is BlueTree's policy to holdin confidence the affairs of its clients. Therefore, BlueTree will
not use any information disclosedto it by or on behalf of USSCthat wouldreasonably be
expectedto be treatedas confidential except in connection withthe services to be provided
hereunder andwill not disclose suchconfidential information to any thirdparty or to any of its
affiliates, employees or advisors except in connection withthe services to be provided
hereunder andwill not use or make available to USSCconfidential information that BlueTree
has obtainedfromany other client or that BlueTree may have developedor obtained'in
connection withits other activities.
9. Other Activity
USSCacknowledges that Aziz serves as a director of a number of other corporations whichare
not directly competitive withUSSCandthat BlueTree provides services to other clients,
includingin the role as chief restructuringofficer. BlueTree confirms that these other activities
will not interfere withthe ability of BlueTree or Aziz to provide the services contemplatedby
this Agreement.
orewood Place, Oakville, Ontario L6K 3Y4 Eel: 905:849.4332 fax: 905.849.4248
528
Page 18
10. Other Matters
This Agreement will enure to the benefit of andbe bindingupon the parties hereto andtheir
respective successors andassigns. This Agreement shall be governedby andconstruedin
accordance the laws of the Province of Ontario andthe parties hereby irrevocably attorn to the
jurisdiction of the Courts of the Province of Ontario. All financial references in this
Agreement are denominatedin Canadian dollars. I f any provision hereof shall be determined
to be invalidor unenforceable in any respect, suchdetermination shall not affect such
provision in any other respect or any other provision hereof. Headings are usedfor
convenience of reference only andshall not affect the interpretation hereof. This Agreement
may not be assignedby BlueTree.
Eachof USSCandBlueTree (each, an "FCPAParty") hereby represents andwarrants that it is
aware of andfamiliar withthe provisions of the U.S. Foreign Corrupt Practices Act of 1977, as
amended("FCPA") andthe Canadian Corruption of Foreign Public Officials Act ("CFPOA")
andtheir purposes andany other anti-corruption lawapplicable to the services, transactions or
other matters under this Agreement. Withregardto the services, transactions or other matters
that eachrespective FCPAParty is providingherein, eachFCPAParty andeachof their
directors, officers, employees, affiliates, agents, representatives andany other person who
performs services for or on its behalf represents andwarrants that it will comply in full with
the FCPA, CFPOAandany other applicable anti-corruption law.
EachFCPAParty confirms andagrees that, insofar as may be relevant to the services,
transactions andother matters contemplatedin this Agreement, it shall not, andshall ensure
that its directors, officers, employees, affiliates, agents, representatives andany other person
who performs services for or on its behalf shall not, offer, give or agree to give, or request,
accept or agree to accept, fromany person or entity, whether for itself or on behalf of another,
any gift, payment, consideration or benefit of any kindwhichconstitutes an illegal or corrupt
practice under the laws of any jurisdiction relevant to this Agreement.
BlueTree confirms andagrees that it will not make any political or charitable contributions,
facilitation payments, or provide any gifts or entertainment to any Government Officials (as
definedbelow) on behalf of USSCor USSwithout first obtainingwritten permission from
USSCor USS, as the case may be.
BlueTree affirms that to its knovVI edge, none of its directors, officers, employees, affiliates,
agents or representatives providingservices in connection withthis Agreement andany other
person who performs services for or on its behalf in connection withthis Agreement is a
Government Official in the jurisdictions in whichit will conduct business on behalf of USSC
andthat to its knowledge no member of the BlueTree deal teamassignedto this engagement
has a family relationshipwitha Government Official in Canada, except as disclosedand
agreedto in writingby the Company. I f, duringthe course of the Agreement, BlueTree learns
that it or any of its directors, officers, employees, affiliates, agents or representatives providing
services in connection withthis Agreement andany other person who performs services for or
on its behalf in connection withthis Agreement will become a Government Official, or.that a
member of the BlueTree deal teamassignedto this engagement has a family relationshipwith
orewood Place, Oakville, Ontario L6k 3Y4 tel: 905.849.4332 fax: 905.849.4248
529
Page 19
a Government Official in Canada, BlueTree will promptly disclose this to USSCin writingand
will ensure that, the Agreement andcontinuedperformance thereunder remains in compliance
withU.S., Canadian andlocal law.
Without the USSC's prior written approval, neither BlueTree nor any of its directors, officers,
employees, affiliates, agents, representatives andany other person who performs services for
or on its behalf in connection withthis Agreement will make any commitments on behalf of
USSCto a government, government-ownedor government-controlledentity, or a Government
Official. Without USS's prior written approval, neither BlueTree, nor any of its directors,
officers, employees, affiliates, agents, representatives andany other person who peiforms
services for or on its behalf in connection withthis Agreement will make any commitments on
behalf of USSto a government, government-ownedor government-controlledentity, or a
Government Official,
EachFCPAParty further agrees that, shouldit learn of information regardingany possible
violation of laws andregulations in connection withthe transactions that are the subject of this
Agreement, suchFCPAParty will immediately advise the other parties of suchknowledge or
suspicion. The FCPAParty providingsuchnotice further agrees that it will reasonably
cooperate in any resultinginvestigation by the other parties or their agents. For purposes of
this Agreement, a "Government Official" is (a) an officer, employee, or any person actingin
an official capacity for or on behalf of a government, includingits departments, agencies,
instrumentalities or quasi- or partially-government ownedor controlledentities, (b) an officer
or employee of a political party or any party official, or a candidate for political office, or (c) a
member of the royal or rulingfamily of a country.
Comp liance with Laws: I n connection withthe services, transactions andother matters
contemplatedby this Agreement, eachFCPAParty hereto andits personnel shall comply with
all applicable UnitedStates andCanadian laws, rules andregulations. I n the event any FCPA
Party hereto has any knowledge, or reason to believe, that suchpersonnel have engagedin
conduct that may be in violation of suchlaws, rules andregulations, it shall provide the other
FCPAParties withimmediate notice thereof andremove suchpersonnel fromthe matters
contemplatedby this Agreement. EachFCPAParty further agrees that it will reasonably
cooperate in any resultinginvestigation by the other FCPAParties or their agents.
Furthermore, eachFCPAParty represents andwarrants that it, andits personnel, will comply
withall UnitedStates andCanadian securities laws, includingsuchsecurities laws that may
prohibit any person who has material, non-public information concerningan issuer from
purchasingor sellingsecurities of suchissuer or fromcommunicatingsuchinformation to any
other person under circumstances in whichit is reasonably foreseeable that suchperson is
likely to purchase or sell suchsecurities. Furthermore, notwithstandinganythingto the
contrary in this Agreement, in connection withthe services, transactions andother matters
contemplatedby this Agreement, BlueTree shall comply withall applicable UnitedStates and
Canadian laws, rules andregulations.
orewood Place, Oakville, Ontario 1..6K 3Y4 tel: 905.849.4332 fax: 905.849.4248
530
Page 110
11. Notices
All notices or other communications under this letter shall be in writingande-mailedor faxed
or deliveredby personal delivery, if to USSCat:
U. S. Steel Canada I nc.
386 WilcoxStreet
P.O. Box2030
Hamilton, Ontario
L8N 3T1
Attention: John E. Kain
Fax: 905-308-7002
Email: jekainauss.com
Andif to BlueTree or Aziz:
BlueTree Advisors I I I nc.
32 ShorewoodPlace
Oakville, ON L6K 3Y4
Attention: WilliamE. Aziz
Fax: 905-849-4248
Email: baziz@bluetreeadvisors.corn
or as eachparty may specify in written notice to the other party. I ts notices and
communications shall be effective when faxed, e-mailedor deliveredas the case may be or, if
suchday is not a business day, on the first business day thereafter.
Please confirmthat the foregoingis in accordance withyour understandingby signingand
returningthe attachedduplicate copy of the letter whichwill thereupon become a binding
agreement. Aziz's acknowledgement belowis providedto confirmhis personal understanding
of the terms of this Agreement. This Agreement may be executedin counterparts and
deliveredby email or telecopy.
orewood Place, Oakville, Ontario .L6K 3Y4 tei: 905.849.4332 fax: 905.849.4248

IN THE MATTER OF A PROPOSED PLAN OF COMPROMISE OR ARRANGEMENT WITH
RESPECT TO U. S. STEEL CANADA INC.
Court File No.

ONTARIO
(COMMERCIAL LIST)
Proceeding Commenced at Toronto

AFFIDAVIT OF MICHAEL A. MCQUADE

McCarthy Ttrault LLP
Toronto Dominion Bank Tower
Toronto, ON M5K 1E6
Fax: (416) 868-0673

James Gage LSUC#: 34676I
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 U. S. Steel Canada Inc.

13597918
532
TAB 3

Court File No. __________
ONTARIO
(COMMERCIAL LIST)
THE HONOURABLE REGIONAL ) TUESDAY, THE 16
th

)
SENIOR JUSTICE MORAWETZ ) DAY OF SEPTEMBER 2014

(the Applicant)

INITIAL ORDER

THIS APPLICATION, made by the Applicant, pursuant to the Companies' Creditors
Arrangement Act, R.S.C. 1985, c. C-36, as amended (the "CCAA") was heard this day at 330
University Avenue, Toronto, Ontario.
ON READING (i) the affidavit of Michael A. McQuade sworn September 16, 2014 and
the Exhibits thereto (the McQuade Affidavit), and (ii) the pre-filing report dated September
16, 2014 of Ernst & Young Inc. in its capacity as the proposed Monitor of the Applicant and on
being advised that United States Steel Corporation (USS), the secured creditor who is likely to
be affected by the charges created herein was given notice, and on hearing the submissions of
counsel for the Applicant, Ernst & Young Inc. and USS and on reading the consent of Ernst &
Young Inc. to act as the Monitor,
533
- 2 -

SERVICE
1. THIS COURT ORDERS that the time for service of the Notice of Application and the
Application Record is hereby abridged and validated so that this Application is properly
returnable today and hereby dispenses with further service thereof.
APPLICATION
2. THIS COURT ORDERS AND DECLARES that the Applicant is a company to which
the CCAA applies.
PLAN OF ARRANGEMENT
3. THIS COURT ORDERS that the Applicant shall have the authority to file and may,
subject to further order of this Court, file with this Court a plan of compromise or arrangement
(hereinafter referred to as the "Plan").
POSSESSION OF PROPERTY AND OPERATIONS
4. THIS COURT ORDERS that the Applicant shall remain in possession and control of its
current and future assets, undertakings and properties of every nature and kind whatsoever, and
wherever situate including all proceeds thereof (the "Property"). Subject to further Order of this
Court, the Applicant shall continue to carry on business and deal with its assets, including the
businesses and assets of the other entities, partnerships and joint ventures in which it has a direct
or indirect ownership interest (collectively with the Applicant, the USSC Group, and
collectively with USS and its subsidiaries and related entities (including the USSC Group), the
USS Group), in a manner consistent with the preservation of its business (the "Business") and
Property. The Applicant is authorized and empowered to continue to retain and employ the
employees, consultants, agents, experts, accountants, counsel and such other persons
(collectively "Assistants") currently retained or employed by it, with liberty to retain such
further Assistants as it deems reasonably necessary or desirable in the ordinary course of
business or for the carrying out of the terms of this Order.
5. THIS COURT ORDERS that, subject to paragraph 6 below, the Applicant shall be
entitled to continue to utilize the central cash management system currently in place as described
534
- 3 -

in the McQuade Affidavit or replace it with another substantially similar central cash
management system (the "Cash Management System") and that any present or future bank
providing the Cash Management System shall not be under any obligation whatsoever to inquire
into the propriety, validity or legality of any transfer, payment, collection or other action taken
under the Cash Management System, or as to the use or application by the Applicant of funds
transferred, paid, collected or otherwise dealt with in the Cash Management System, shall be
entitled to provide the Cash Management System without any liability in respect thereof to any
Person (as hereinafter defined) other than the Applicant, pursuant to the terms of the
documentation applicable to the Cash Management System, and shall be, in its capacity as
provider of the Cash Management System, an unaffected creditor under the Plan with regard to
any claims or expenses it may suffer or incur in connection with the provision of the Cash
Management System.
6. THIS COURT ORDERS that the Applicant is authorized to complete outstanding
transactions and engage in new transactions with other members of the USS Group and to
continue, on and after the date hereof, to buy and sell goods and services, including without
limitation head office and shared services, and allocate, collect and pay costs, expenses and other
amounts from and to the other members of the USS Group (collectively, together with the Cash
Management System and all transactions, inter-company funding and other processes and
services between the Applicant and any member of the USS Group, the Intercompany
Transactions) in the ordinary course of business. All ordinary course Intercompany
Transactions among the Applicant and any member of the USS Group, including the provision of
goods and services from any member of the USS Group to the Applicant and loading of the
Applicants mills, shall continue on terms consistent with existing arrangements or past practice,
subject to such changes thereto, or to such governing principles, policies or procedures as the
Monitor may require, or subject to further Order of this Court. Other than as permitted
elsewhere by this Order, the Applicant shall not enter into any Intercompany Transactions
outside the ordinary course of business with any other member of the USS Group unless such
new arrangements: (i) have a transaction value that does not exceed $1 million and are on
commercially reasonable terms each as determined by the Applicant, and (ii) are approved by the
Monitor in advance.
535
- 4 -

7. THIS COURT ORDERS that the Applicant shall have full and complete access to any
books, documents, securities, contracts, orders, corporate and accounting records, and any other
papers, records and information of any kind related to the business or affairs of the Applicant,
and any computer programs, computer tapes, computer disks, or other data storage media
containing any such information (the foregoing, collectively, the "Records") and any person in
possession or control thereof (including, but not limited to, 742787 Ontario Inc., Baycoat
Limited and Baycoat Limited Partnership (collectively Baycoat), D.C. Chrome Limited (DC
Chrome) or any member of the USS Group) shall grant to the Applicant unfettered access to
such Records or permit the Applicant to make, retain and take away copies of such Records,
including granting to the Applicant unfettered access to and use of accounting, computer,
software and physical facilities relating thereto; provided however that nothing in this paragraph
7 or in paragraph 8 of this Order shall require the delivery of Records, or the granting of access
to Records, which may not be disclosed or provided to the Applicant due to the privilege
attaching to solicitor-client communication or due to statutory provisions prohibiting such
disclosure.
8. THIS COURT ORDERS that if any Records are stored or otherwise contained on a
computer or other electronic system of information storage, whether by independent service
provider or otherwise, all persons in possession or control of such Records shall forthwith give
unfettered access to the Applicant for the purpose of allowing the Applicant to recover and fully
copy all of the information contained therein whether by way of printing the information onto
paper or making copies of computer disks or such other manner of retrieving and copying the
information as the Applicant in its discretion deems expedient, and shall not alter, erase or
destroy any Records without the prior written consent of the Applicant. Further, for the purposes
of this paragraph, all persons shall provide the Applicant with all such assistance in gaining
immediate access to the information in the Records as the Applicant may in its discretion require,
including, providing the Applicant with instructions on the use of any computer or other system
and providing the Applicant with any and all access codes, account names and account numbers
that may be required to gain access to the information.
9. THIS COURT ORDERS that the Applicant shall be entitled but not required, subject to
the mandatory payment requirements in paragraph 11 below, to pay the following expenses
whether incurred prior to, on or after the date of this Order:
536
- 5 -

(a) all outstanding and future wages, salaries, employee benefits (including, without
limitation, employee and retiree medical, dental and similar benefit plans or
arrangements, employee assistance programs, and other retirement benefits and
related contributions), compensation (including bonuses and salary continuation or
other severance payments), vacation pay and expenses (including, without limitation,
in respect of expenses charged by employees to corporate credit cards) payable on or
after the date of this Order, in each case incurred in the ordinary course of business
and consistent with existing compensation policies and arrangements;
(b) all outstanding and future amounts owing to or in respect of individuals working as
independent contractors solely with the Business, in each case incurred in the
ordinary course of business and consistent with existing compensation policies and
arrangements;
(c) all outstanding and future amounts owing in respect of rebates, refunds or other
amounts on account of warranties and similar programs or obligations, with the prior
consent of the Monitor; and
(d) the fees and disbursements of any Assistants retained or employed by the Applicant
in respect of these proceedings, at their standard rates and charges.
10. THIS COURT ORDERS that, except as otherwise provided to the contrary herein, the
Applicant shall be entitled but not required to pay all reasonable expenses incurred by the
Applicant in carrying on the Business in the ordinary course prior to, on or after this Order, and
in carrying out the provisions of this Order, which expenses shall include, without limitation:
(a) all expenses and capital expenditures reasonably necessary for the preservation of the
Property or the Business including, without limitation, payments on account of
insurance (including directors and officers insurance), maintenance and security
services; and
(b) payment for goods or services actually supplied to the Applicant following the date of
this Order,
537
- 6 -

provided that, to the extent such expenses were incurred prior to or on the date of this Order,
the Applicant shall only be entitled to pay such amounts if they are determined by the
Applicant, in consultation with the Monitor, to be necessary to the continued operation of the
Business or preservation of the Property and such payments are approved in advance by the
Monitor or by further Order of the Court.
11. THIS COURT ORDERS that the Applicant shall remit, in accordance with legal
requirements, or pay:
(a) until further order of this Court, all outstanding and future contributions to or
payments in respect of the DB Registered Plans and GRRSPs (each as defined in the
McQuade Affidavit) in the ordinary course of business and consistent with existing
compensation policies and arrangements;
(b) any statutory deemed trust amounts in favour of the Crown in right of Canada or of
any Province thereof or any other taxation authority which are required to be
deducted from employees' wages, including, without limitation, amounts in respect of
(i) employment insurance, (ii) Canada Pension Plan, and (iii) income taxes;
(c) all goods and services or other applicable sales taxes (collectively, "Sales Taxes")
required to be remitted by the Applicant in connection with the sale of goods and
services by the Applicant, but only where such Sales Taxes are accrued or collected
after the date of this Order, or where such Sales Taxes were accrued or collected prior
to the date of this Order but not required to be remitted until on or after the date of
this Order; and
(d) any amount payable to the Crown in right of Canada or of any Province thereof or
any political subdivision thereof or any other taxation authority in respect of
municipal realty, municipal business or other taxes, assessments or levies of any
nature or kind which are entitled at law to be paid in priority to claims of secured
creditors and which are attributable to or in respect of the carrying on of the Business
by the Applicant.
12. THIS COURT ORDERS that until a real property lease is disclaimed in accordance with
the CCAA, the Applicant shall pay all amounts constituting rent or payable as rent under real
538
- 7 -

property leases (including, for greater certainty, common area maintenance charges, utilities and
realty taxes and any other amounts payable to the landlord under the lease) or as otherwise may
be negotiated between the Applicant and the landlord from time to time ("Rent"), for the period
commencing from and including the date of this Order, twice monthly in equal payments on the
first and fifteenth day of each month, in advance (but not in arrears). On the date of the first of
such payments, any Rent relating to the period commencing from and including the date of this
Order shall also be paid.
13. THIS COURT ORDERS that, except as specifically permitted or required herein, the
Applicant is hereby directed, until further Order of this Court: (a) to make no payments of
principal, interest thereon or otherwise on account of amounts owing by the Applicant to any of
its creditors as of this date; (b) to grant no security interests, trust, liens, charges or
encumbrances upon or in respect of any of its Property; and (c) to not grant credit or incur
liabilities except in the ordinary course of the Business.
RESTRUCTURING
14. THIS COURT ORDERS that the Applicant shall, subject to such requirements as are
imposed by the CCAA, have the right to:
(a) permanently or temporarily cease, downsize or shut down any of its Business or
operations, and to dispose of redundant or non-material assets not exceeding $5
million in any one transaction or $10 million in the aggregate;
(b) terminate the employment of such of its employees or temporarily lay off such of its
employees as it deems appropriate; and
(c) pursue all avenues of sale or refinancing of its Business or Property, in whole or part,
subject to prior approval of this Court being obtained before any material sale or
refinancing,
all of the foregoing to permit the Applicant to proceed with an orderly restructuring of the
Business (the "Restructuring").
539
- 8 -

15. THIS COURT ORDERS that the Applicant shall provide each of the relevant landlords
with notice of the Applicants intention to remove any fixtures from any leased premises at least
seven (7) days prior to the date of the intended removal. The relevant landlord shall be entitled
to have a representative present in the leased premises to observe such removal and, if the
landlord disputes the Applicants entitlement to remove any such fixture under the provisions of
the lease, such fixture shall remain on the premises and shall be dealt with as agreed between any
applicable secured creditors, such landlord and the Applicant, or by further Order of this Court
upon application by the Applicant on at least two (2) days notice to such landlord and any such
secured creditors. If the Applicant disclaims the lease governing such leased premises in
accordance with Section 32 of the CCAA, it shall not be required to pay Rent under such lease
pending resolution of any such dispute (other than Rent payable for the notice period provided
for in Section 32(5) of the CCAA), and the disclaimer of the lease shall be without prejudice to
the Applicant's claim to the fixtures in dispute.
16. THIS COURT ORDERS that if a notice of disclaimer is delivered pursuant to Section 32
of the CCAA, then (a) during the notice period prior to the effective time of the disclaimer, the
landlord may show the affected leased premises to prospective tenants during normal business
hours, on giving the Applicant and the Monitor 24 hours' prior written notice, and (b) at the
effective time of the disclaimer, the relevant landlord shall be entitled to take possession of any
such leased premises without waiver of or prejudice to any claims or rights such landlord may
have against the Applicant in respect of such lease or leased premises, provided that nothing
herein shall relieve such landlord of its obligation to mitigate any damages claimed in connection
therewith.
NO PROCEEDINGS AGAINST THE APPLICANT OR THE PROPERTY
17. THIS COURT ORDERS that until and including October 15, 2014 , or such later date as
this Court may order (the "Stay Period"), no proceeding or enforcement process in any court or
tribunal (each, a "Proceeding") shall be commenced or continued against or in respect of the
Applicant or the Monitor, or affecting the Business or the Property, except with the written
consent of the Applicant and the Monitor, or with leave of this Court, and any and all
Proceedings currently under way against or in respect of the Applicant or affecting the Business
or the Property are hereby stayed and suspended pending further Order of this Court.
540
- 9 -

NO EXERCISE OF RIGHTS OR REMEDIES
18. THIS COURT ORDERS that during the Stay Period, all rights and remedies of any
individual, firm, corporation, governmental body or agency, or any other entities (all of the
foregoing, collectively being "Persons" and each being a "Person") against or in respect of the
Applicant or the Monitor, or affecting the Business or the Property (including in relation to the
Applicants interest in another member of the USSC Group and, in particular, any and all rights,
remedies, modifications of existing rights and events deemed to occur pursuant to any agreement
to which Baycoat or DC Chrome is a party, upon or as a result of, the Applicants application for
an order under the CCAA, the Applicant becoming insolvent as defined in the Bankruptcy and
Insolvency Act, R.S.C. 1985, c. B-3 (the BIA), any monetary default or non-performance by
the Applicant, or any admission or evidence in these proceedings (collectively, a USSC
Insolvency Event)), are hereby stayed and suspended except with the written consent of the
Applicant and the Monitor, or leave of this Court, provided that nothing in this Order shall (i)
empower the Applicant to carry on any business which the Applicant is not lawfully entitled to
carry on, (ii) affect such investigations, actions, suits or proceedings by a regulatory body as are
permitted by Section 11.1 of the CCAA, (iii) prevent the filing of any registration to preserve or
perfect a security interest, or (iv) prevent the registration of a claim for lien.
NO INTERFERENCE WITH RIGHTS
19. THIS COURT ORDERS that during the Stay Period, no Person shall discontinue, fail to
honour, alter, interfere with, repudiate, terminate or cease to perform any right, renewal right,
contract, agreement, licence or permit in favour of or held by the Applicant or by a third party on
behalf of the Applicant, except with the written consent of the Applicant and the Monitor, or
leave of this Court.
CONTINUATION OF SERVICES
20. THIS COURT ORDERS that during the Stay Period, all Persons having oral or written
agreements with the Applicant or with a third party on behalf of the Applicant or statutory or
regulatory mandates for the supply of goods and/or services, including without limitation all
computer software, communication and other data services, centralized banking services, payroll
services, insurance, transportation services, utility, raw materials, equipment, customs clearing,
541
- 10 -

warehouse services, outside processors, or other services to the Business or the Applicant, are
hereby restrained until further Order of this Court from discontinuing, altering, interfering with
or terminating the supply of such goods or services as may be required by the Applicant, and that
the Applicant shall be entitled to the continued use of its current premises, telephone numbers,
facsimile numbers, internet addresses and domain names, provided in each case that the normal
prices or charges for all such goods or services received after the date of this Order are paid by
the Applicant in accordance with normal payment practices of the Applicant or such other
practices as may be agreed upon by the supplier or service provider and each of the Applicant
and the Monitor, or as may be ordered by this Court.
21. THIS COURT ORDERS that, with respect to any policy of insurance and corresponding
reinsurance policy applicable to the Applicant or directors or officers of the Applicant to which
USS is a party, USS shall take all steps necessary to comply with the provisions of such policy,
including with respect to providing written notice of any claim involving the Applicant
(including the Business or the Property) or directors or officers of the Applicant, as applicable (a
USSC Occurrence) and any other provisions of such policies to enable the Applicant or
directors or officers of the Applicant, as applicable, to make claims and receive payment in
respect of such claims; and the Applicant or directors or officers of the Applicant, as applicable,
shall be entitled to receive any payments made pursuant to any such policy arising from a USSC
Occurrence.
NON-DEROGATION OF RIGHTS
22. THIS COURT ORDERS that, notwithstanding anything else in this Order, no Person
shall be prohibited from requiring immediate payment for goods, services, use of lease or
licensed property or other valuable consideration provided on or after the date of this Order, nor
shall any Person be under any obligation on or after the date of this Order to advance or re-
advance any monies or otherwise extend any credit to the Applicant. Nothing in this Order shall
derogate from the rights conferred and obligations imposed by the CCAA.
PROCEEDINGS AGAINST DIRECTORS AND OFFICERS
23. THIS COURT ORDERS that during the Stay Period, and except as permitted by
subsection 11.03(2) of the CCAA, no Proceeding may be commenced or continued against any
542
- 11 -

of the directors or officers of the Applicant or any other person who, by applicable legislation, is
deemed to be or is treated similarly to a director of the Applicant or who in the present or future
manages the Business and affairs of the Applicant or individuals acting as a director or officer of
another member of the USSC Group at the request of the Applicant (each a Director and,
together, the Directors), whether a former, current or future Director, with respect to any
claim against the Directors that arose before the date hereof and that relates to any obligations of
the Applicant whereby the Directors are alleged under any law to be liable in their capacity as
directors or officers for the payment or performance of such obligations, until a compromise or
arrangement in respect of the Applicant, if one is filed, is sanctioned by this Court or is refused
by the creditors of the Applicant or this Court.
DIRECTORS AND OFFICERS INDEMNIFICATION AND CHARGE
24. THIS COURT ORDERS that the Applicant, in addition to any existing indemnities, shall
indemnify the Directors against 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, after the commencement of the within proceedings except to the extent that,
with respect to any Director, the obligation or liability was incurred as a result of the Directors
gross negligence or wilful misconduct.
25. THIS COURT ORDERS that the Directors shall be entitled to the benefit of and are
hereby granted a charge (the "Directors Charge") on the Property, which charge shall not
exceed an aggregate amount of $39 million, as security for the indemnity provided in paragraph
24 of this Order. The Directors Charge shall have the priority set out in paragraphs 38 and 40
hereof.
26. THIS COURT ORDERS that, notwithstanding any language in any applicable insurance
policy to the contrary, (a) no insurer shall be entitled to be subrogated to or claim the benefit of
the Directors' Charge, and (b) the Directors shall only be entitled to the benefit of the Directors'
Charge to the extent that they do not have coverage under any directors' and officers' insurance
policy, or to the extent that such coverage is insufficient to pay amounts indemnified in
accordance with paragraph 24 of this Order.
543
- 12 -

APPROVAL OF FINANCIAL ADVISOR ENGAGEMENT
27. THIS COURT ORDERS that the agreement dated as of January 22, 2014, as amended as
of July 17, 2014, engaging Rothschild Inc. (the Financial Advisor) as financial advisor in
respect of the Applicant, in the form attached as Exhibit U to the McQuade Affidavit (the
Financial Advisor Engagement Letter), and the retention of the Financial Advisor under the
terms thereof is hereby approved, including, without limitation, the payment of Rothschilds fees
and expenses including the Restructuring Completion Fee (as defined in the Financial Advisor
Engagement Letter).
APPROVAL OF CHIEF RESTRUCTURING OFFICER ENGAGEMENT
28. THIS COURT ORDERS that:
(a) the agreement dated as of September 16, 2014 pursuant to which the Applicant has
engaged BlueTree Advisors II Inc. (BlueTree) to provide the services of William
E. Aziz to act as chief restructuring officer to the Applicant (the CRO), a copy of
which is attached as Exhibit V to the McQuade Affidavit (the CRO Engagement
Letter), and the appointment of the CRO pursuant to the terms thereof is hereby
approved, including, without limitation, the payment of the fees and expenses
contemplated thereby;
(b) the CRO shall not be or be deemed to be a director or employee of the Applicant;
(c) neither BlueTree nor the CRO shall, as a result of the performance of their respective
obligations and Duties (as defined of the CRO Engagement Letter) in accordance
with the terms of the CRO Engagement Letter, be deemed to be in Possession (as
defined below) of any of the Property within the meaning of any Environmental
Legislation (as defined below); however, if BlueTree or the CRO is nevertheless later
found to be in Possession of any Property, then BlueTree or the CRO, as the case may
be, shall be deemed to be a person who has been lawfully appointed to take, or has
lawfully taken, possession or control of such Property for the purposes of section
14.06(1.1)(c) of the BIA and shall be entitled to the benefits and protections in
relation to the Applicant and such Property as provided by section 14.06(2) of the
BIA to a trustee in relation to an insolvent person and its property;
544
- 13 -

(d) BlueTree and the CRO shall not have any liability with respect to any losses, claims,
damages or liabilities, of any nature or kind, to any Person from and after the date of
this Order except to the extent such losses, claims, damages or liabilities result from
the gross negligence or wilful misconduct on the part of BlueTree or the CRO,
provided further that in no event shall the liability of the CRO exceed the quantum of
the fees paid to BlueTree and the CRO;
(e) no action or other proceeding shall be commenced directly, or by way of
counterclaim, third party claim or otherwise, against or in respect of BlueTree and the
CRO, and all rights and remedies of any Person against or in respect of them are
hereby stayed and suspended, except with the written consent of the CRO or with
leave of this Court on notice to the Applicant, the Monitor and the CRO. Notice of
any such motion seeking leave of this Court shall be served upon the Applicants, the
Monitor and the CRO at least seven (7) days prior to the return date of any such
motion for leave; and
(f) the obligations of the Applicant to BlueTree and the CRO pursuant to the CRO
Engagement Letter shall be treated as unaffected and may not be compromised in any
Plan or proposal filed under the BIA in respect of the Applicant.
APPOINTMENT OF MONITOR
29. THIS COURT ORDERS that Ernst & Young Inc. is hereby appointed pursuant to the
CCAA as the Monitor, an officer of this Court, to monitor the business and financial affairs of
the Applicant with the powers and obligations set out in the CCAA or set forth herein and that
the Applicant and its shareholders, officers, directors, and Assistants shall advise the Monitor of
all material steps taken by the Applicant pursuant to this Order, and shall co-operate fully with
the Monitor in the exercise of its powers and discharge of its obligations and provide the Monitor
with the assistance that is necessary to enable the Monitor to adequately carry out the Monitor's
functions.
30. THIS COURT ORDERS that the Monitor, in addition to its prescribed rights and
obligations under the CCAA, is hereby directed and empowered to:
(a) monitor the Applicant's receipts and disbursements;
545
- 14 -

(b) report to this Court at such times and intervals as the Monitor may deem appropriate
with respect to matters relating to the Property, the Business, the Intercompany
Transactions and such other matters as may be relevant to the proceedings herein;
(c) advise the Applicant in its preparation of the Applicants cash flow statements and
any other reporting to the Court or otherwise;
(d) advise the Applicant in its development of the Plan and any amendments to the Plan;
(e) assist the Applicant, to the extent required by the Applicant, with the holding and
administering of creditors or shareholders meetings for voting on the Plan;
(f) have full and complete access to the Property, including the premises, books,
Records, data, including data in electronic form, and other financial documents of the
Applicant, with any person in possession or control thereof hereby directed to grant to
the Monitor unfettered access thereto on the same terms set out in paragraphs 7 and 8
of this Order, to the extent that is necessary to adequately assess the Applicant's
business and financial affairs or to perform its duties arising under this Order;
(g) be at liberty to engage independent legal counsel or such other persons as the Monitor
deems necessary or advisable respecting the exercise of its powers and performance
of its obligations under this Order;
(h) be at liberty to serve as a foreign representative of the Applicant in any proceeding
outside Canada;
(i) to the extent the Monitor considers it necessary or desirable to do so, develop, in
consultation with the Applicant, such principles, policies and procedures as are
satisfactory to the Monitor to govern all or any category of Intercompany
Transactions (the Intercompany Transaction Policies);
(j) review and monitor all Intercompany Transactions, including compliance with any
Intercompany Transaction Policies that are applicable in the circumstances, in such
manner as the Monitor, in consultation with the Applicant, considers appropriate; and
546
- 15 -

(k) perform such other duties as are required by this Order or by this Court from time to
time.
31. THIS COURT ORDERS that the Monitor shall not take possession of the Property and
shall take no part whatsoever in the management or supervision of the management of the
Business and shall not, by fulfilling its obligations hereunder, be deemed to have taken or
maintained possession or control of the Business or Property, or any part thereof.
32. THIS COURT ORDERS that nothing herein contained shall require the Monitor to
occupy or to take control, care, charge, possession or management (separately and/or
collectively, "Possession") of any of the Property that might be environmentally contaminated,
might be a pollutant or a contaminant, or might cause or contribute to a spill, discharge, release
or deposit of a substance contrary to any federal, provincial or other law respecting the
protection, conservation, enhancement, remediation or rehabilitation of the environment or
relating to the disposal of waste or other contamination including, without limitation, the
Canadian Environmental Protection Act, the Ontario Environmental Protection Act, the Ontario
Water Resources Act, or the Ontario Occupational Health and Safety Act and regulations
thereunder (the "Environmental Legislation"), provided however that nothing herein shall
exempt the Monitor from any duty to report or make disclosure imposed by applicable
Environmental Legislation. The Monitor shall not, as a result of this Order or anything done in
pursuance of the Monitor's duties and powers under this Order, be deemed to be in Possession of
any of the Property within the meaning of any Environmental Legislation, unless it is actually in
possession.
33. THIS COURT ORDERS that that the Monitor shall provide any creditor of the Applicant
with information provided by the Applicant in response to reasonable requests for information
made in writing by such creditor addressed to the Monitor. The Monitor shall not have any
responsibility or liability with respect to the information disseminated by it pursuant to this
paragraph. In the case of information that the Monitor has been advised by the Applicant is
privileged or confidential, the Monitor shall not provide such information to creditors unless
otherwise directed by this Court or on such terms as the Monitor and the Applicant may agree.
34. THIS COURT ORDERS that, in addition to the rights and protections afforded the
Monitor under the CCAA or as an officer of this Court, the Monitor shall incur no liability or
547
- 16 -

obligation as a result of its appointment or the carrying out of the provisions of this Order, save
and except for any gross negligence or wilful misconduct on its part. Nothing in this Order shall
derogate from the protections afforded the Monitor by the CCAA or any applicable legislation.
35. THIS COURT ORDERS that the Monitor, counsel to the Monitor, counsel to the
Applicant, independent counsel to the Applicants board of directors, the CRO and the Financial
Advisor shall be paid their reasonable fees and disbursements, in each case at their standard rates
and charges, by the Applicant as part of the costs of these proceedings. The Applicant is hereby
authorized and directed to pay the accounts of the Monitor, counsel for the Monitor, counsel for
the Applicant, independent counsel to the Applicants board of directors, the CRO and the
Financial Advisor, whether incurred prior to, on or after the date hereof, on a weekly basis or
otherwise in accordance with the terms of their engagement letters.
36. THIS COURT ORDERS that the Monitor and its legal counsel shall pass their accounts
from time to time, and for this purpose the accounts of the Monitor and its legal counsel are
hereby referred to a judge of the Commercial List of the Ontario Superior Court of Justice.
37. THIS COURT ORDERS that the Monitor, counsel to the Monitor, the Applicants
counsel, independent counsel to the Applicants board of directors, the CRO and the Financial
Advisor shall be entitled to the benefit of and are hereby granted a charge (the "Administration
Charge") on the Property, which charge shall not exceed an aggregate amount of $12 million,
consisting of (i) a charge not to exceed an aggregate amount of $6.5 million as security for their
professional fees and disbursements incurred at their standard rates and charges, both before and
after the making of this Order in respect of these proceedings (the Administration Charge
(Part 1)); and (ii) a charge in respect of the Restructuring Completion Fee and CRO Success
Fee (as defined in the CRO Engagement Letter), not to exceed an aggregate amount of USD $5.5
million plus $1 million (the Administration Charge (Part 2)). Each component of the
Administration Charge shall have the priority set out in paragraphs 38 and 40 hereof.
VALIDITY AND PRIORITY OF CHARGES CREATED BY THIS ORDER
38. THIS COURT ORDERS that the priorities of the Directors Charge and the
Administration Charge, as among them, shall be as follows:
548
- 17 -

First Administration Charge (Part 1) (to the maximum amount of $6.5 million),
except in respect of Rothchilds Restructuring Completion Fee;
Second Directors Charge (to the maximum amount of $39 million); and
Third Administration Charge (Part 2) (to the maximum amount of USD $5.5
plus $1 million) as it relates to Rothschilds Restructuring Completion Fee and the
CRO Success Fee.
39. THIS COURT ORDERS that the filing, registration or perfection of the Administration
Charge and the Directors Charge (collectively, the "Charges") shall not be required, and that
the Charges shall be valid and enforceable for all purposes, including as against any right, title or
interest filed, registered, recorded or perfected subsequent to the Charges coming into existence,
notwithstanding any such failure to file, register, record or perfect.
40. THIS COURT ORDERS that each of the Charges (all as constituted and defined herein)
shall constitute a charge on the Property and such Charges shall rank ahead in priority to the
existing security interest of USS, but behind all other existing security interests, trusts, liens,
charges and encumbrances, claims of secured creditors, statutory or otherwise, including any
deemed trust created under the Ontario Pension Benefits Act (collectively, "Encumbrances") in
favour of any Persons that have not been served with notice of this application. The Applicant
and the beneficiaries of the Charges shall be entitled to seek priority ahead of the Encumbrances
on notice to those parties likely to be affected by such priority (it being the intention of the
Applicant to seek priority for the Charges ahead of all such Encumbrances at the Comeback
Motion (as defined below)).
41. THIS COURT ORDERS that except as otherwise expressly provided for herein, or as
may be approved by this Court, the Applicant shall not grant any Encumbrances over any
Property that rank in priority to, or pari passu with, any of the Charges, unless the Applicant also
obtains the prior written consent of the Monitor and the beneficiaries of the Charges, or further
Order of this Court.
42. THIS COURT ORDERS that the Charges shall not be rendered invalid or unenforceable
and the rights and remedies of the chargees entitled to the benefit of the Charges (collectively,
the "Chargees") shall not otherwise be limited or impaired in any way by (a) the pendency of
549
- 18 -

these proceedings and the declarations of insolvency made herein; (b) any application(s) for
bankruptcy order(s) issued pursuant to BIA, or any bankruptcy order made pursuant to such
applications; (c) the filing of any assignments for the general benefit of creditors made pursuant
to the BIA; (d) the provisions of any federal or provincial statutes; or (e) any negative covenants,
prohibitions or other similar provisions with respect to borrowings, incurring debt or the creation
of Encumbrances, contained in any existing loan documents, lease, sublease, offer to lease or
other agreement (collectively, an "Agreement") which binds the Applicant, and notwithstanding
any provision to the contrary in any Agreement:
(a) neither the creation of the Charges nor the execution, delivery, perfection, registration
or performance of any documents in respect thereof shall create or be deemed to
constitute a breach by the Applicant of any Agreement to which it is a party;
(b) none of the Chargees shall have any liability to any Person whatsoever as a result of
any breach of any Agreement caused by or resulting from the creation of the Charges;
and
(c) the payments made by the Applicant pursuant to this Order and the granting of the
Charges, do not and will not constitute preferences, fraudulent conveyances, transfers
at undervalue, oppressive conduct, or other challengeable or voidable transactions
under any applicable law.
43. THIS COURT ORDERS that any Charge created by this Order over leases of real
property in Canada shall only be a Charge in the Applicant's interest in such real property leases.
SERVICE AND NOTICE
44. THIS COURT ORDERS that the Monitor shall (i) without delay, publish in The Globe
and Mail (National Edition), Hamilton Spectator and Simcoe Reformer a notice containing the
information prescribed under the CCAA, (ii) within five days after the date of this Order, (A)
make this Order publicly available in the manner prescribed under the CCAA, (B) send, in the
prescribed manner, a notice to every known creditor who has a claim against the Applicant of
more than $1000 (excluding individual employees, former employees with pension and/or
retirement savings plan entitlements, and retirees and other beneficiaries who have entitlements
under any pension or retirement savings plans), at their addresses at they appear on the
550
- 19 -

Applicants records, and (C) prepare a list showing the names and addresses of those creditors
and the estimated amounts of those claims, and make it publicly available in the prescribed
manner, all in accordance with Section 23(1)(a) of the CCAA and the regulations made
thereunder.
45. THIS COURT ORDERS the E-Service Protocol of the Commercial List (the Protocol)
is approved and adopted by reference herein and, in this proceeding, the service of documents
made in accordance with the Protocol (which can be found on the Commercial List website at
http://www.ontariocourts.ca/scj/practice/practice-directions/toronto/e-service-protocol/) shall be
valid and effective service. Subject to Rule 17.05 this Order shall constitute an order for
substituted service pursuant to Rule 16.04 of the Rules of Civil Procedure. Subject to Rule
3.01(d) of the Rules of Civil Procedure and paragraph 21 of the Protocol, service of documents
in accordance with the Protocol will be effective on transmission. This Court further orders that
a Case Website shall be established in accordance with the Protocol with the following URL:
http://www.ey.com/ca/ussc (the Website).
46. THIS COURT ORDERS that if the service or distribution of documents in accordance
with the Protocol is not practicable, the Applicant and the Monitor are at liberty to serve or
distribute this Order, any other materials and orders in these proceedings, any notices or other
correspondence, by forwarding true copies thereof by prepaid ordinary mail, courier, personal
delivery or facsimile transmission to the Applicant's creditors or other interested parties at their
respective addresses as last shown on the records of the Applicant and that any such service or
distribution by courier, personal delivery or facsimile transmission shall be deemed to be
received on the next business day following the date of forwarding thereof, or if sent by ordinary
mail, on the third business day after mailing.
47. THIS COURT ORDERS that the Monitor shall create, maintain and update as necessary
a list of all Persons appearing in person or by counsel in this proceeding (the Service List).
The Monitor shall post the Service List, as may be updated from time to time, on the Website as
part of the public materials to be recorded thereon in relation to this proceeding.
Notwithstanding the foregoing, the Monitor shall have no liability in respect of the accuracy of
or the timeliness of making any changes to the Service List.
551
- 20 -

48. THIS COURT ORDERS that, subject to further Order, all motions in this proceeding are
to be brought on not less than ten (10) calendar days notice to all persons on the Service List.
Each Notice of Motion shall specify a date (the Initial Return Date) and time (the Initial
Return Time) for the hearing.
49. THIS COURT ORDERS that any interested Person wishing to object to the relief sought
in a motion must serve responding motion material or a notice stating the objection to the motion
and the grounds for such objection (a Notice of Objection) in writing to the moving party, the
Applicant and the Monitor, with a copy to all Persons on the Service List, no later than 5 p.m. on
the date that is four (4) calendar days prior to the Initial Return Date (the Objection
Deadline).
50. THIS COURT ORDERS that, if no Notice of Objection is served by the Objection
Deadline, the judge having carriage of the motion (the Presiding Judge) may determine:
(a) Whether a hearing is necessary;
(b) Whether such hearing will be in person, by telephone or by written submissions only;
and
(c) The parties from whom submissions are required
(collectively, the Hearing Details). In the absence of any such determination, a hearing
will be held in the ordinary course.
Deadline, the Monitor shall communicate with the Presiding Judge regarding whether a
determination has been made by the Presiding Judge concerning the Hearing Details. The
Monitor shall thereafter advise the Service List of the Hearing Details and the Monitor shall
report upon its dissemination of the Hearing Details to the Court in a timely manner, which may
be contained in the Monitors next report in the proceeding.
52. THIS COURT ORDERS that, if a Notice of Objection is served by the Objection
Deadline, the interested parties shall appear before the Presiding Judge on the Initial Return Date
at the Initial Return Time, or such earlier or later time as may be directed by the Court, with a
552
- 21 -

view to establishing a schedule for the delivery of materials and the hearing of the contested
motion and such other matters, including interim relief, as the Court may see fit.
GENERAL
53. THIS COURT ORDERS that the Applicant or the Monitor may from time to time apply
to this Court for advice and directions in the discharge of its powers and duties hereunder.
54. THIS COURT ORDERS that nothing in this Order shall prevent the Monitor from acting
as an interim receiver, a receiver, a receiver and manager, or a trustee in bankruptcy of the
Applicant, the Business or the Property.
55. THIS COURT HEREBY REQUESTS the aid and recognition of any court, tribunal,
regulatory or administrative body having jurisdiction in Canada or in the United States, to give
effect to this Order and to assist the Applicant, the Monitor and their respective agents in
carrying out the terms of this Order. All courts, tribunals, regulatory and administrative bodies
are hereby respectfully requested to make such orders and to provide such assistance to the
Applicant and to the Monitor, as an officer of this Court, as may be necessary or desirable to give
effect to this Order, to grant representative status to the Monitor in any foreign proceeding, or to
assist the Applicant and the Monitor and their respective agents in carrying out the terms of this
Order.
56. THIS COURT ORDERS that each of the Applicant and the Monitor be at liberty and is
hereby authorized and empowered to apply to any court, tribunal, regulatory or administrative
body, wherever located, for the recognition of this Order and for assistance in carrying out the
terms of this Order, and that the Monitor is authorized and empowered to act as a representative
in respect of the within proceedings for the purpose of having these proceedings recognized in a
jurisdiction outside Canada, including, with the prior consent of the Applicant, acting as the
foreign representative of the Applicant to apply to the United States Bankruptcy Court for relief
pursuant to Chapter 15 of the United States Bankruptcy Code, 11 U.S.C. 101-1330, as
amended, and to act as foreign representative in respect of any such proceedings and any
ancillary relief in respect thereto.
57. THIS COURT ORDERS that any interested party (including the Applicant and the
Monitor) may apply to this Court to vary or amend this Order at the comeback motion scheduled
553
- 22 -

for October 6, 2014 (the Comeback Motion), on not less than ten (10) calendar days notice to
any other party or parties likely to be affected by the order sought or upon such other notice, if
any, as this Court may order.
58. THIS COURT ORDERS that this Order and all of its provisions are effective as of 12:01
a.m. Eastern Standard/Daylight Time on the date of this Order.

____________________________________

554

Court File No.

ONTARI O SUPERI OR COURT OF J USTI CE
(COMMERCIAL LIST)

INITIAL ORDER

Toronto, ON M5K 1E6
Fax: (416) 868-0673

Tel: (416) 601-7539
Tel: (416) 601-7998
Tel: (416) 601-8342


13625094

555
TAB 4
==
=
=
-
=

MT DOCS 13773858vdoc

ONTARIO
(COMMERCIAL LIST )
th

)
THE HONOURABLE
JUSTICE
)
)
)
, THE
DAY OF , 20

IN THE MATTER OF THE COMPANIES' CREDITORS
COMPROMISE OR ARRANGEMENT OF [APPLICANTS NAME] (the "WITH RESPECT
TO
(the Applicant")

INITIAL ORDER

THIS APPLICATION, made by the Applicant, pursuant to the Companies' Creditors
Arrangement Act, R.S.C. 1985, c. C-36, as amended (the "CCAA") was heard this day at 330
University Avenue, Toronto, Ontario.
ON READING (i) the affidavit of [NAME]Michael A. McQuade sworn
[DATE]September 16, 2014 and the Exhibits thereto, (the McQuade Affidavit), and (ii) the
pre-filing report dated September 16, 2014 of Ernst & Young Inc. in its capacity as the proposed
Monitor of the Applicant and on being advised that United States Steel Corporation (USS), the
secured creditorscreditor who areis likely to be affected by the charges created herein werewas
given notice, and on hearing the submissions of counsel for [NAMES], no one appearing for
556
-
-
-
-
- 2 -

[NAME]
1
although duly served as appears from the affidavit of service of [NAME] sworn
[DATE]the Applicant, Ernst & Young Inc. and USS and on reading the consent of
[MONITORS NAME]Ernst & Young Inc. to act as the Monitor,
SERVICE
Application Record is hereby abridged and validated
2
so that this Application is properly
returnable today and hereby dispenses with further service thereof.
APPLICATION
2. THIS COURT ORDERS AND DECLARES that the Applicant is a company to which
the CCAA applies.
PLAN OF ARRANGEMENT
3. THIS COURT ORDERS that the Applicant shall have the authority to file and may,
subject to further order of this Court, file with this Court a plan of compromise or arrangement
(hereinafter referred to as the "Plan").
POSSESSION OF PROPERTY AND OPERATIONS
4. THIS COURT ORDERS that the Applicant shall remain in possession and control of its
current and future assets, undertakings and properties of every nature and kind whatsoever, and
wherever situate including all proceeds thereof (the "Property"). Subject to further Order of this
Court, the Applicant shall continue to carry on business and deal with its assets, including the
businesses and assets of the other entities, partnerships and joint ventures in which it has a direct

1
Include names of secured creditors or other persons who must be served before certain relief in this model Order
may be granted. See, for example, CCAA Sections 11.2(1), 11.3(1), 11.4(1), 11.51(1), 11.52(1), 32(1), 32(3), 33(2)
and 36(2).
2
If service is effected in a manner other than as authorized by the Ontario Rules of Civil Procedure, an order
validating irregular service is required pursuant to Rule 16.08 of the Rules of Civil Procedure and may be granted in
appropriate circumstances.
557
-
-
-
-
- 3 -

or indirect ownership interest (collectively with the Applicant, the USSC Group, and
collectively with USS and its subsidiaries and related entities (including the USSC Group), the
USS Group), in a manner consistent with the preservation of its business (the "Business") and
Property. The Applicant is authorized and empowered to continue to retain and employ the
employees, consultants, agents, experts, accountants, counsel and such other persons
(collectively "Assistants") currently retained or employed by it, with liberty to retain such
further Assistants as it deems reasonably necessary or desirable in the ordinary course of
business or for the carrying out of the terms of this Order.
5. [THIS COURT ORDERS that, subject to paragraph 6 below, the Applicant shall be
entitled to continue to utilize the central cash management system
3
currently in place as
described in the McQuade Affidavit of [NAME] sworn [DATE] or replace it with another
substantially similar central cash management system (the "Cash Management System") and
that any present or future bank providing the Cash Management System shall not be under any
obligation whatsoever to inquire into the propriety, validity or legality of any transfer, payment,
collection or other action taken under the Cash Management System, or as to the use or
application by the Applicant of funds transferred, paid, collected or otherwise dealt with in the
Cash Management System, shall be entitled to provide the Cash Management System without
any liability in respect thereof to any Person (as hereinafter defined) other than the Applicant,
pursuant to the terms of the documentation applicable to the Cash Management System, and
shall be, in its capacity as provider of the Cash Management System, an unaffected creditor
under the Plan with regard to any claims or expenses it may suffer or incur in connection with
the provision of the Cash Management System.]
6. THIS COURT ORDERS that the Applicant is authorized to complete outstanding
transactions and engage in new transactions with other members of the USS Group and to
continue, on and after the date hereof, to buy and sell goods and services, including without
limitation head office and shared services, and allocate, collect and pay costs, expenses and other
amounts from and to the other members of the USS Group (collectively, together with the Cash

3
This provision should only be utilized where necessary, in view of the fact that central cash management systems
often operate in a manner that consolidates the cash of applicant companies. Specific attention should be paid to
cross-border and inter-company transfers of cash.
558
- 4 -

Management System and all transactions, inter-company funding and other processes and
services between the Applicant and any member of the USS Group, the Intercompany
Transactions) in the ordinary course of business. All ordinary course Intercompany
Transactions among the Applicant and any member of the USS Group, including the provision of
goods and services from any member of the USS Group to the Applicant and loading of the
Applicants mills, shall continue on terms consistent with existing arrangements or past practice,
subject to such changes thereto, or to such governing principles, policies or procedures as the
Monitor may require, or subject to further Order of this Court. Other than as permitted
elsewhere by this Order, the Applicant shall not enter into any Intercompany Transactions
outside the ordinary course of business with any other member of the USS Group unless such
new arrangements: (i) have a transaction value that does not exceed $1 million and are on
commercially reasonable terms each as determined by the Applicant, and (ii) are approved by the
Monitor in advance.
7. THIS COURT ORDERS that the Applicant shall have full and complete access to any
books, documents, securities, contracts, orders, corporate and accounting records, and any other
papers, records and information of any kind related to the business or affairs of the Applicant,
and any computer programs, computer tapes, computer disks, or other data storage media
containing any such information (the foregoing, collectively, the "Records") and any person in
possession or control thereof (including, but not limited to, 742787 Ontario Inc., Baycoat
Limited and Baycoat Limited Partnership (collectively Baycoat), D.C. Chrome Limited (DC
Chrome) or any member of the USS Group) shall grant to the Applicant unfettered access to
such Records or permit the Applicant to make, retain and take away copies of such Records,
including granting to the Applicant unfettered access to and use of accounting, computer,
software and physical facilities relating thereto; provided however that nothing in this paragraph
7 or in paragraph 8 of this Order shall require the delivery of Records, or the granting of access
to Records, which may not be disclosed or provided to the Applicant due to the privilege
attaching to solicitor-client communication or due to statutory provisions prohibiting such
disclosure.
8. THIS COURT ORDERS that if any Records are stored or otherwise contained on a
computer or other electronic system of information storage, whether by independent service
provider or otherwise, all persons in possession or control of such Records shall forthwith give
559
=
- 5 -

unfettered access to the Applicant for the purpose of allowing the Applicant to recover and fully
copy all of the information contained therein whether by way of printing the information onto
paper or making copies of computer disks or such other manner of retrieving and copying the
information as the Applicant in its discretion deems expedient, and shall not alter, erase or
destroy any Records without the prior written consent of the Applicant. Further, for the purposes
of this paragraph, all persons shall provide the Applicant with all such assistance in gaining
immediate access to the information in the Records as the Applicant may in its discretion require,
including, providing the Applicant with instructions on the use of any computer or other system
and providing the Applicant with any and all access codes, account names and account numbers
that may be required to gain access to the information.
9. 6. THIS COURT ORDERS that the Applicant shall be entitled but not required, subject
to the mandatory payment requirements in paragraph 11 below, to pay the following expenses
whether incurred prior to, on or after the date of this Order:
(a) all outstanding and future wages, salaries, employee and pension benefits (including,
without limitation, employee and retiree medical, dental and similar benefit plans or
arrangements, employee assistance programs, and other retirement benefits and
related contributions), compensation (including bonuses and salary continuation or
other severance payments), vacation pay and expenses (including, without limitation,
in respect of expenses charged by employees to corporate credit cards) payable on or
after the date of this Order, in each case incurred in the ordinary course of business
and consistent with existing compensation policies and arrangements;
(b) all outstanding and future amounts owing to or in respect of individuals working as
independent contractors solely with the Business, in each case incurred in the
ordinary course of business and consistent with existing compensation policies and
arrangements;
(c) all outstanding and future amounts owing in respect of rebates, refunds or other
amounts on account of warranties and similar programs or obligations, with the prior
consent of the Monitor; and
560
=
=
=
- 6 -

(d) (b) the fees and disbursements of any Assistants retained or employed by the
Applicant in respect of these proceedings, at their standard rates and charges.
10. 7. THIS COURT ORDERS that, except as otherwise provided to the contrary herein, the
Applicant shall be entitled but not required to pay all reasonable expenses incurred by the
Applicant in carrying on the Business in the ordinary course prior to, on or after this Order, and
in carrying out the provisions of this Order, which expenses shall include, without limitation:
(a) all expenses and capital expenditures reasonably necessary for the preservation of the
Property or the Business including, without limitation, payments on account of
insurance (including directors and officers insurance), maintenance and security
services; and
(b) payment for goods or services actually supplied to the Applicant following the date of
this Order.,
provided that, to the extent such expenses were incurred prior to or on the date of this Order,
the Applicant shall only be entitled to pay such amounts if they are determined by the
Applicant, in consultation with the Monitor, to be necessary to the continued operation of the
Business or preservation of the Property and such payments are approved in advance by the
Monitor or by further Order of the Court.
11. 8. THIS COURT ORDERS that the Applicant shall remit, in accordance with legal
requirements, or pay:
(a) until further order of this Court, all outstanding and future contributions to or
payments in respect of the DB Registered Plans and GRRSPs (each as defined in the
McQuade Affidavit) in the ordinary course of business and consistent with existing
compensation policies and arrangements;
(b) (a) any statutory deemed trust amounts in favour of the Crown in right of Canada or
of any Province thereof or any other taxation authority which are required to be
deducted from employees' wages, including, without limitation, amounts in respect of
(i) employment insurance, (ii) Canada Pension Plan, (iii) Quebec Pension Plan, and
(iviii) income taxes;
561
=
=
=
-
- 7 -

(c) (b) all goods and services or other applicable sales taxes (collectively, "Sales Taxes")
required to be remitted by the Applicant in connection with the sale of goods and
services by the Applicant, but only where such Sales Taxes are accrued or collected
after the date of this Order, or where such Sales Taxes were accrued or collected prior
to the date of this Order but not required to be remitted until on or after the date of
this Order,; and
(d) (c) any amount payable to the Crown in right of Canada or of any Province thereof or
any political subdivision thereof or any other taxation authority in respect of
municipal realty, municipal business or other taxes, assessments or levies of any
nature or kind which are entitled at law to be paid in priority to claims of secured
creditors and which are attributable to or in respect of the carrying on of the Business
by the Applicant.
12. 9. THIS COURT ORDERS that until a real property lease is disclaimed [or resiliated]
4

in accordance with the CCAA, the Applicant shall pay all amounts constituting rent or payable as
rent under real property leases (including, for greater certainty, common area maintenance
charges, utilities and realty taxes and any other amounts payable to the landlord under the lease)
or as otherwise may be negotiated between the Applicant and the landlord from time to time
("Rent"), for the period commencing from and including the date of this Order, twice- monthly
in equal payments on the first and fifteenth day of each month, in advance (but not in arrears).
On the date of the first of such payments, any Rent relating to the period commencing from and
including the date of this Order shall also be paid.
13. 10. THIS COURT ORDERS that, except as specifically permitted or required herein, the
Applicant is hereby directed, until further Order of this Court: (a) to make no payments of
principal, interest thereon or otherwise on account of amounts owing by the Applicant to any of
its creditors as of this date; (b) to grant no security interests, trust, liens, charges or
encumbrances upon or in respect of any of its Property; and (c) to not grant credit or incur
liabilities except in the ordinary course of the Business.

4
The term "resiliate" should remain if there are leased premises in the Province of Quebec, but can otherwise be
removed.
562
=
=
=
- 8 -

RESTRUCTURING
14. 11. THIS COURT ORDERS that the Applicant shall, subject to such requirements as are
imposed by the CCAA and such covenants as may be contained in the Definitive Documents (as
hereinafter defined), have the right to:
(a) permanently or temporarily cease, downsize or shut down any of its businessBusiness
or operations, [and to dispose of redundant or non-material assets not exceeding $5
million in any one transaction or $10 million in the aggregate]
5
;
(b) [terminate the employment of such of its employees or temporarily lay off such of its
employees as it deems appropriate]; and
(c) pursue all avenues of sale or refinancing of its Business or Property, in whole or part,
subject to prior approval of this Court being obtained before any material sale or
refinancing,
all of the foregoing to permit the Applicant to proceed with an orderly restructuring of the
Business (the "Restructuring").
15. 12. THIS COURT ORDERS that the Applicant shall provide each of the relevant
landlords with notice of the Applicants intention to remove any fixtures from any leased
premises at least seven (7) days prior to the date of the intended removal. The relevant landlord
shall be entitled to have a representative present in the leased premises to observe such removal
and, if the landlord disputes the Applicants entitlement to remove any such fixture under the
provisions of the lease, such fixture shall remain on the premises and shall be dealt with as
agreed between any applicable secured creditors, such landlord and the Applicant, or by further
Order of this Court upon application by the Applicant on at least two (2) days notice to such
landlord and any such secured creditors. If the Applicant disclaims [or resiliates] the lease
governing such leased premises in accordance with Section 32 of the CCAA, it shall not be
required to pay Rent under such lease pending resolution of any such dispute (other than Rent

5
Section 36 of the amended CCAA does not seem to contemplate a pre-approved power to sell (see subsection
36(3)) and moreover requires notice (subsection 36(2)) and evidence (subsection 36(7)) that may not have occurred
or be available at the initial CCAA hearing.
563
- 9 -

payable for the notice period provided for in Section 32(5) of the CCAA), and the disclaimer [or
resiliation] of the lease shall be without prejudice to the Applicant's claim to the fixtures in
dispute.
16. 13. THIS COURT ORDERS that if a notice of disclaimer [or resiliation] is delivered
pursuant to Section 32 of the CCAA, then (a) during the notice period prior to the effective time
of the disclaimer [or resiliation], the landlord may show the affected leased premises to
prospective tenants during normal business hours, on giving the Applicant and the Monitor 24
hours' prior written notice, and (b) at the effective time of the disclaimer [or resiliation], the
relevant landlord shall be entitled to take possession of any such leased premises without waiver
of or prejudice to any claims or rights such landlord may have against the Applicant in respect of
such lease or leased premises, provided that nothing herein shall relieve such landlord of its
obligation to mitigate any damages claimed in connection therewith.
NO PROCEEDINGS AGAINST THE APPLICANT OR THE PROPERTY
17. 14. THIS COURT ORDERS that until and including [DATE MAX. 30 DAYS]October
15, 2014 , or such later date as this Court may order (the "Stay Period"), no proceeding or
enforcement process in any court or tribunal (each, a "Proceeding") shall be commenced or
continued against or in respect of the Applicant or the Monitor, or affecting the Business or the
Property, except with the written consent of the Applicant and the Monitor, or with leave of this
Court, and any and all Proceedings currently under way against or in respect of the Applicant or
affecting the Business or the Property are hereby stayed and suspended pending further Order of
this Court.
NO EXERCISE OF RIGHTS OR REMEDIES
18. 15. THIS COURT ORDERS that during the Stay Period, all rights and remedies of any
individual, firm, corporation, governmental body or agency, or any other entities (all of the
foregoing, collectively being "Persons" and each being a "Person") against or in respect of the
Applicant or the Monitor, or affecting the Business or the Property (including in relation to the
Applicants interest in another member of the USSC Group and, in particular, any and all rights,
remedies, modifications of existing rights and events deemed to occur pursuant to any agreement
to which Baycoat or DC Chrome is a party, upon or as a result of, the Applicants application for
564
- 10 -

an order under the CCAA, the Applicant becoming insolvent as defined in the Bankruptcy and
Insolvency Act, R.S.C. 1985, c. B-3 (the BIA), any monetary default or non-performance by
the Applicant, or any admission or evidence in these proceedings (collectively, a USSC
Insolvency Event)), are hereby stayed and suspended except with the written consent of the
Applicant and the Monitor, or leave of this Court, provided that nothing in this Order shall (i)
empower the Applicant to carry on any business which the Applicant is not lawfully entitled to
carry on, (ii) affect such investigations, actions, suits or proceedings by a regulatory body as are
permitted by Section 11.1 of the CCAA, (iii) prevent the filing of any registration to preserve or
perfect a security interest, or (iv) prevent the registration of a claim for lien.
NO INTERFERENCE WITH RIGHTS
19. 16. THIS COURT ORDERS that during the Stay Period, no Person shall discontinue, fail
to honour, alter, interfere with, repudiate, terminate or cease to perform any right, renewal right,
contract, agreement, licence or permit in favour of or held by the Applicant or by a third party on
behalf of the Applicant, except with the written consent of the Applicant and the Monitor, or
leave of this Court.
CONTINUATION OF SERVICES
20. 17. THIS COURT ORDERS that during the Stay Period, all Persons having oral or
written agreements with the Applicant or with a third party on behalf of the Applicant or
statutory or regulatory mandates for the supply of goods and/or services, including without
limitation all computer software, communication and other data services, centralized banking
services, payroll services, insurance, transportation services, utility, raw materials, equipment,
customs clearing, warehouse services, outside processors, or other services to the Business or the
Applicant, are hereby restrained until further Order of this Court from discontinuing, altering,
interfering with or terminating the supply of such goods or services as may be required by the
Applicant, and that the Applicant shall be entitled to the continued use of its current premises,
telephone numbers, facsimile numbers, internet addresses and domain names, provided in each
case that the normal prices or charges for all such goods or services received after the date of this
Order are paid by the Applicant in accordance with normal payment practices of the Applicant or
such other practices as may be agreed upon by the supplier or service provider and each of the
Applicant and the Monitor, or as may be ordered by this Court.
565
-
-
- 11 -

21. THIS COURT ORDERS that, with respect to any policy of insurance and corresponding
reinsurance policy applicable to the Applicant or directors or officers of the Applicant to which
USS is a party, USS shall take all steps necessary to comply with the provisions of such policy,
including with respect to providing written notice of any claim involving the Applicant
(including the Business or the Property) or directors or officers of the Applicant, as applicable (a
USSC Occurrence) and any other provisions of such policies to enable the Applicant or
directors or officers of the Applicant, as applicable, to make claims and receive payment in
respect of such claims; and the Applicant or directors or officers of the Applicant, as applicable,
shall be entitled to receive any payments made pursuant to any such policy arising from a USSC
Occurrence.
NON-DEROGATION OF RIGHTS
22. 18. THIS COURT ORDERS that, notwithstanding anything else in this Order, no Person
shall be prohibited from requiring immediate payment for goods, services, use of lease or
licensed property or other valuable consideration provided on or after the date of this Order, nor
shall any Person be under any obligation on or after the date of this Order to advance or re-
advance any monies or otherwise extend any credit to the Applicant. Nothing in this Order shall
derogate from the rights conferred and obligations imposed by the CCAA.
6

PROCEEDINGS AGAINST DIRECTORS AND OFFICERS
23. 19. THIS COURT ORDERS that during the Stay Period, and except as permitted by
subsection 11.03(2) of the CCAA, no Proceeding may be commenced or continued against any
of the former, current or future directors or officers of the Applicant or any other person who, by
applicable legislation, is deemed to be or is treated similarly to a director of the Applicant or who
in the present or future manages the Business and affairs of the Applicant or individuals acting as
a director or officer of another member of the USSC Group at the request of the Applicant (each
a Director and, together, the Directors), whether a former, current or future Director, with
respect to any claim against the directors or officersDirectors that arose before the date hereof

6
This non-derogation provision has acquired more significance due to the recent amendments to the CCAA, since a
number of actions or steps cannot be stayed, or the stay is subject to certain limits and restrictions. See, for example,
CCAA Sections 11.01, 11.04, 11.06, 11.07, 11.08, 11.1(2) and 11.5(1).
566
=
- 12 -

and that relates to any obligations of the Applicant whereby the directors or officersDirectors are
alleged under any law to be liable in their capacity as directors or officers for the payment or
performance of such obligations, until a compromise or arrangement in respect of the Applicant,
if one is filed, is sanctioned by this Court or is refused by the creditors of the Applicant or this
Court.
DIRECTORS AND OFFICERS INDEMNIFICATION AND CHARGE
24. 20. THIS COURT ORDERS that the Applicant, in addition to any existing indemnities,
shall indemnify its directors and officersthe Directors against obligations and liabilities that they
may incur as directors or officers of the ApplicantDirectors 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, after the
commencement of the within proceedings,
7
except to the extent that, with respect to any officer
or directorDirector, the obligation or liability was incurred as a result of the director's or
officer'Directors gross negligence or wilful misconduct.
25. 21. THIS COURT ORDERS that the directors and officers of the ApplicantDirectors
shall be entitled to the benefit of and are hereby granted a charge (the "Directors Charge")
8
on
the Property, which charge shall not exceed an aggregate amount of $39 million, as security for
the indemnity provided in paragraph [20]24 of this Order. The Directors Charge shall have the
priority set out in paragraphs [38] and [40] herein. hereof.
26. 22. THIS COURT ORDERS that, notwithstanding any language in any applicable
insurance policy to the contrary, (a) no insurer shall be entitled to be subrogated to or claim the
benefit of the Directors' Charge, and (b) the Applicant's directors and officersDirectors shall only
be entitled to the benefit of the Directors' Charge to the extent that they do not have coverage

7
The broad indemnity language from Section 11.51 of the CCAA has been imported into this paragraph. The
granting of the indemnity (whether or not secured by a Directors' Charge), and the scope of the indemnity, are
discretionary matters that should be addressed with the Court.
8
Section 11.51(3) provides that the Court may not make this security/charging order if in the Court's opinion the
Applicant could obtain adequate indemnification insurance for the director or officer at a reasonable cost.
567
=
- 13 -

under any directors' and officers' insurance policy, or to the extent that such coverage is
insufficient to pay amounts indemnified in accordance with paragraph [20]24 of this Order.
APPROVAL OF FINANCIAL ADVISOR ENGAGEMENT
27. THIS COURT ORDERS that the agreement dated as of January 22, 2014, as amended as
of July 17, 2014, engaging Rothschild Inc. (the Financial Advisor) as financial advisor in
respect of the Applicant, in the form attached as Exhibit U to the McQuade Affidavit (the
Financial Advisor Engagement Letter), and the retention of the Financial Advisor under the
terms thereof is hereby approved, including, without limitation, the payment of Rothschilds fees
and expenses including the Restructuring Completion Fee (as defined in the Financial Advisor
Engagement Letter).
APPROVAL OF CHIEF RESTRUCTURING OFFICER ENGAGEMENT
(a) the agreement dated as of September 16, 2014 pursuant to which the Applicant has
engaged BlueTree Advisors II Inc. (BlueTree) to provide the services of William
E. Aziz to act as chief restructuring officer to the Applicant (the CRO), a copy of
which is attached as Exhibit V to the McQuade Affidavit (the CRO Engagement
Letter), and the appointment of the CRO pursuant to the terms thereof is hereby
approved, including, without limitation, the payment of the fees and expenses
contemplated thereby;
(b) the CRO shall not be or be deemed to be a director or employee of the Applicant;
(c) neither BlueTree nor the CRO shall, as a result of the performance of their respective
obligations and Duties (as defined of the CRO Engagement Letter) in accordance
with the terms of the CRO Engagement Letter, be deemed to be in Possession (as
defined below) of any of the Property within the meaning of any Environmental
Legislation (as defined below); however, if BlueTree or the CRO is nevertheless later
found to be in Possession of any Property, then BlueTree or the CRO, as the case may
be, shall be deemed to be a person who has been lawfully appointed to take, or has
lawfully taken, possession or control of such Property for the purposes of section
568
- 14 -

14.06(1.1)(c) of the BIA and shall be entitled to the benefits and protections in
relation to the Applicant and such Property as provided by section 14.06(2) of the
BIA to a trustee in relation to an insolvent person and its property;
(d) BlueTree and the CRO shall not have any liability with respect to any losses, claims,
damages or liabilities, of any nature or kind, to any Person from and after the date of
this Order except to the extent such losses, claims, damages or liabilities result from
the gross negligence or wilful misconduct on the part of BlueTree or the CRO,
provided further that in no event shall the liability of the CRO exceed the quantum of
the fees paid to BlueTree and the CRO;
(e) no action or other proceeding shall be commenced directly, or by way of
counterclaim, third party claim or otherwise, against or in respect of BlueTree and the
CRO, and all rights and remedies of any Person against or in respect of them are
hereby stayed and suspended, except with the written consent of the CRO or with
leave of this Court on notice to the Applicant, the Monitor and the CRO. Notice of
any such motion seeking leave of this Court shall be served upon the Applicants, the
Monitor and the CRO at least seven (7) days prior to the return date of any such
motion for leave; and
(f) the obligations of the Applicant to BlueTree and the CRO pursuant to the CRO
Engagement Letter shall be treated as unaffected and may not be compromised in any
Plan or proposal filed under the BIA in respect of the Applicant.
APPOINTMENT OF MONITOR
29. 23. THIS COURT ORDERS that [MONITORS NAME]Ernst & Young Inc. is hereby
appointed pursuant to the CCAA as the Monitor, an officer of this Court, to monitor the business
and financial affairs of the Applicant with the powers and obligations set out in the CCAA or set
forth herein and that the Applicant and its shareholders, officers, directors, and Assistants shall
advise the Monitor of all material steps taken by the Applicant pursuant to this Order, and shall
co-operate fully with the Monitor in the exercise of its powers and discharge of its obligations
and provide the Monitor with the assistance that is necessary to enable the Monitor to adequately
carry out the Monitor's functions.
569
=
=
=
=
- 15 -

30. 24. THIS COURT ORDERS that the Monitor, in addition to its prescribed rights and
obligations under the CCAA, is hereby directed and empowered to:
(a) monitor the Applicant's receipts and disbursements;
(b) report to this Court at such times and intervals as the Monitor may deem appropriate
with respect to matters relating to the Property, the Business, the Intercompany
Transactions and such other matters as may be relevant to the proceedings herein;
(c) assist the Applicant, to the extent required by the Applicant, in its dissemination, to
the DIP Lender and its counsel on a [TIME INTERVAL] basis of financial and other
information as agreed to between the Applicant and the DIP Lender which may be
used in these proceedings including reporting on a basis to be agreed with the DIP
Lender;
(c) (d) advise the Applicant in its preparation of the Applicants cash flow statements and
any other reporting required by the DIP Lender, which information shall be reviewed
with the Monitor and delivered to the DIP Lender and its counsel on a periodic basis,
but not less than [TIME INTERVAL], or asto the Court or otherwise agreed to by the
DIP Lender;
(d) (e) advise the Applicant in its development of the Plan and any amendments to the
Plan;
(e) (f) assist the Applicant, to the extent required by the Applicant, with the holding and
administering of creditors or shareholders meetings for voting on the Plan;
(f) (g) have full and complete access to the Property, including the premises, books,
recordsRecords, data, including data in electronic form, and other financial
documents of the Applicant, with any person in possession or control thereof hereby
directed to grant to the Monitor unfettered access thereto on the same terms set out in
paragraphs 7 and 8 of this Order, to the extent that is necessary to adequately assess
the Applicant's business and financial affairs or to perform its duties arising under this
Order;
570
=
=
- 16 -

(g) (h) be at liberty to engage independent legal counsel or such other persons as the
Monitor deems necessary or advisable respecting the exercise of its powers and
performance of its obligations under this Order;
(h) be at liberty to serve as a foreign representative of the Applicant in any proceeding
outside Canada;
(i) to the extent the Monitor considers it necessary or desirable to do so, develop, in
consultation with the Applicant, such principles, policies and procedures as are
satisfactory to the Monitor to govern all or any category of Intercompany
Transactions (the Intercompany Transaction Policies);
(j) review and monitor all Intercompany Transactions, including compliance with any
Intercompany Transaction Policies that are applicable in the circumstances, in such
manner as the Monitor, in consultation with the Applicant, considers appropriate; and
(k) (i) perform such other duties as are required by this Order or by this Court from time
to time.
31. 25. THIS COURT ORDERS that the Monitor shall not take possession of the Property
and shall take no part whatsoever in the management or supervision of the management of the
Business and shall not, by fulfilling its obligations hereunder, be deemed to have taken or
maintained possession or control of the Business or Property, or any part thereof.
32. 26. THIS COURT ORDERS that nothing herein contained shall require the Monitor to
occupy or to take control, care, charge, possession or management (separately and/or
collectively, "Possession") of any of the Property that might be environmentally contaminated,
might be a pollutant or a contaminant, or might cause or contribute to a spill, discharge, release
or deposit of a substance contrary to any federal, provincial or other law respecting the
protection, conservation, enhancement, remediation or rehabilitation of the environment or
relating to the disposal of waste or other contamination including, without limitation, the
Canadian Environmental Protection Act, the Ontario Environmental Protection Act, the Ontario
Water Resources Act, or the Ontario Occupational Health and Safety Act and regulations
thereunder (the "Environmental Legislation"), provided however that nothing herein shall
exempt the Monitor from any duty to report or make disclosure imposed by applicable
571
.
- 17 -

Environmental Legislation. The Monitor shall not, as a result of this Order or anything done in
pursuance of the Monitor's duties and powers under this Order, be deemed to be in Possession of
any of the Property within the meaning of any Environmental Legislation, unless it is actually in
possession.
33. 27. THIS COURT ORDERS that that the Monitor shall provide any creditor of the
Applicant and the DIP Lender with information provided by the Applicant in response to
reasonable requests for information made in writing by such creditor addressed to the Monitor.
The Monitor shall not have any responsibility or liability with respect to the information
disseminated by it pursuant to this paragraph. In the case of information that the Monitor has
been advised by the Applicant is privileged or confidential, the Monitor shall not provide such
information to creditors unless otherwise directed by this Court or on such terms as the Monitor
and the Applicant may agree.
34. 28. THIS COURT ORDERS that, in addition to the rights and protections afforded the
Monitor under the CCAA or as an officer of this Court, the Monitor shall incur no liability or
obligation as a result of its appointment or the carrying out of the provisions of this Order, save
and except for any gross negligence or wilful misconduct on its part. Nothing in this Order shall
derogate from the protections afforded the Monitor by the CCAA or any applicable legislation.
35. 29. THIS COURT ORDERS that the Monitor, counsel to the Monitor and counsel to the
Applicant, counsel to the Applicant, independent counsel to the Applicants board of directors,
the CRO and the Financial Advisor shall be paid their reasonable fees and disbursements, in each
case at their standard rates and charges, by the Applicant as part of the costs of these
proceedings. The Applicant is hereby authorized and directed to pay the accounts of the
Monitor, counsel for the Monitor and, counsel for the Applicant on a [TIME INTERVAL] basis
and, in addition, the Applicant is hereby authorized to pay to the Monitor, counsel to the
Monitor, and counsel to the Applicant, retainers in the amount[s] of $ [, respectively,] to be
held by them as security for payment of their respective fees and disbursements outstanding from
time to time, independent counsel to the Applicants board of directors, the CRO and the
Financial Advisor, whether incurred prior to, on or after the date hereof, on a weekly basis or
otherwise in accordance with the terms of their engagement letters.
572
- 18 -

36. 30. THIS COURT ORDERS that the Monitor and its legal counsel shall pass their
accounts from time to time, and for this purpose the accounts of the Monitor and its legal counsel
are hereby referred to a judge of the Commercial List of the Ontario Superior Court of Justice.
37. 31. THIS COURT ORDERS that the Monitor, counsel to the Monitor, if any, and the
Applicants counselthe Applicants counsel, independent counsel to the Applicants board of
directors, the CRO and the Financial Advisor shall be entitled to the benefit of and are hereby
granted a charge (the "Administration Charge") on the Property, which charge shall not exceed
an aggregate amount of $, 12 million, consisting of (i) a charge not to exceed an aggregate
amount of $6.5 million as security for their professional fees and disbursements incurred at
thetheir standard rates and charges of the Monitor and such counsel, both before and after the
making of this Order in respect of these proceedings. The (the Administration Charge (Part
1)); and (ii) a charge in respect of the Restructuring Completion Fee and CRO Success Fee (as
defined in the CRO Engagement Letter), not to exceed an aggregate amount of USD $5.5 million
plus $1 million (the Administration Charge (Part 2)). Each component of the
Administration Charge shall have the priority set out in paragraphs [38] and [40] hereof.
DIP FINANCING
32. THIS COURT ORDERS that the Applicant is hereby authorized and empowered to
obtain and borrow under a credit facility from [DIP LENDER'S NAME] (the "DIP Lender") in
order to finance the Applicant's working capital requirements and other general corporate
purposes and capital expenditures, provided that borrowings under such credit facility shall not
exceed $ unless permitted by further Order of this Court.
33. THIS COURT ORDERS THAT such credit facility shall be on the terms and subject to
the conditions set forth in the commitment letter between the Applicant and the DIP Lender
dated as of [DATE] (the "Commitment Letter"), filed.
34. THIS COURT ORDERS that the Applicant is hereby authorized and empowered to
execute and deliver such credit agreements, mortgages, charges, hypothecs and security
documents, guarantees and other definitive documents (collectively, the "Definitive
Documents"), as are contemplated by the Commitment Letter or as may be reasonably required
by the DIP Lender pursuant to the terms thereof, and the Applicant is hereby authorized and
573
- 19 -

directed to pay and perform all of its indebtedness, interest, fees, liabilities and obligations to the
DIP Lender under and pursuant to the Commitment Letter and the Definitive Documents as and
when the same become due and are to be performed, notwithstanding any other provision of this
Order.
35. THIS COURT ORDERS that the DIP Lender shall be entitled to the benefit of and is
hereby granted a charge (the "DIP Lenders Charge") on the Property, which DIP Lender's
Charge shall not secure an obligation that exists before this Order is made. The DIP Lenders
Charge shall have the priority set out in paragraphs [38] and [40] hereof.
36. THIS COURT ORDERS that, notwithstanding any other provision of this Order:
(a) the DIP Lender may take such steps from time to time as it may deem necessary or
appropriate to file, register, record or perfect the DIP Lenders Charge or any of the
Definitive Documents;
(b) upon the occurrence of an event of default under the Definitive Documents or the DIP
Lenders Charge, the DIP Lender, upon days notice to the Applicant and the
Monitor, may exercise any and all of its rights and remedies against the Applicant or
the Property under or pursuant to the Commitment Letter, Definitive Documents and
the DIP Lenders Charge, including without limitation, to cease making advances to
the Applicant and set off and/or consolidate any amounts owing by the DIP Lender to
the Applicant against the obligations of the Applicant to the DIP Lender under the
Commitment Letter, the Definitive Documents or the DIP Lenders Charge, to make
demand, accelerate payment and give other notices, or to apply to this Court for the
appointment of a receiver, receiver and manager or interim receiver, or for a
bankruptcy order against the Applicant and for the appointment of a trustee in
bankruptcy of the Applicant; and
(c) the foregoing rights and remedies of the DIP Lender shall be enforceable against any
trustee in bankruptcy, interim receiver, receiver or receiver and manager of the
Applicant or the Property.
37. THIS COURT ORDERS AND DECLARES that the DIP Lender shall be treated as
unaffected in any plan of arrangement or compromise filed by the Applicant under the CCAA, or
574
-
-
-
-
- 20 -

any proposal filed by the Applicant under the Bankruptcy and Insolvency Act of Canada (the
"BIA"), with respect to any advances made under the Definitive Documents.
VALIDITY AND PRIORITY OF CHARGES CREATED BY THIS ORDER
38. THIS COURT ORDERS that the priorities of the Directors Charge, and the
Administration Charge and the DIP Lenders Charge, as among them, shall be as follows
9
:
First Administration Charge (Part 1) (to the maximum amount of $);6.5
million), except in respect of Rothchilds Restructuring Completion Fee;
Second DIP Lenders Charge; andThird Directors Charge (to the maximum
amount of $)39 million); and
Third Administration Charge (Part 2) (to the maximum amount of USD $5.5
plus $1 million) as it relates to Rothschilds Restructuring Completion Fee and the
CRO Success Fee.
39. THIS COURT ORDERS that the filing, registration or perfection of the Directors
Charge, the Administration Charge orand the DIP LendersDirectors Charge (collectively, the
"Charges") shall not be required, and that the Charges shall be valid and enforceable for all
purposes, including as against any right, title or interest filed, registered, recorded or perfected
subsequent to the Charges coming into existence, notwithstanding any such failure to file,
register, record or perfect.
40. THIS COURT ORDERS that each of the Directors Charge, the Administration Charge
and the DIP Lenders ChargeCharges (all as constituted and defined herein) shall constitute a
charge on the Property and such Charges shall rank ahead in priority to the existing security
interest of USS, but behind all other existing security interests, trusts, liens, charges and

9
The ranking of these Charges is for illustration purposes only, and is not meant to be determinative. This ranking
may be subject to negotiation, and should be tailored to the circumstances of the case before the Court. Similarly,
the quantum and caps applicable to the Charges should be considered in each case. Please also note that the CCAA
now permits Charges in favour of critical suppliers and others, which should also be incorporated into this Order
(and the rankings, above), where appropriate.
575
- 21 -

encumbrances, claims of secured creditors, statutory or otherwise, including any deemed trust
created under the Ontario Pension Benefits Act (collectively, "Encumbrances") in favour of any
Person.Persons that have not been served with notice of this application. The Applicant and the
beneficiaries of the Charges shall be entitled to seek priority ahead of the Encumbrances on
notice to those parties likely to be affected by such priority (it being the intention of the
Applicant to seek priority for the Charges ahead of all such Encumbrances at the Comeback
Motion (as defined below)).
41. THIS COURT ORDERS that except as otherwise expressly provided for herein, or as
may be approved by this Court, the Applicant shall not grant any Encumbrances over any
Property that rank in priority to, or pari passu with, any of the Directors Charge, the
Administration Charge or the DIP Lenders ChargeCharges, unless the Applicant also obtains the
prior written consent of the Monitor, the DIP Lender and the beneficiaries of the Directors
Charge and the Administration ChargeCharges, or further Order of this Court.
42. THIS COURT ORDERS that the Directors Charge, the Administration Charge, the
Commitment Letter, the Definitive Documents and the DIP Lenders ChargeCharges shall not be
rendered invalid or unenforceable and the rights and remedies of the chargees entitled to the
benefit of the Charges (collectively, the "Chargees") and/or the DIP Lender thereunder shall not
otherwise be limited or impaired in any way by (a) the pendency of these proceedings and the
declarations of insolvency made herein; (b) any application(s) for bankruptcy order(s) issued
pursuant to BIA, or any bankruptcy order made pursuant to such applications; (c) the filing of
any assignments for the general benefit of creditors made pursuant to the BIA; (d) the provisions
of any federal or provincial statutes; or (e) any negative covenants, prohibitions or other similar
provisions with respect to borrowings, incurring debt or the creation of Encumbrances, contained
in any existing loan documents, lease, sublease, offer to lease or other agreement (collectively,
an "Agreement") which binds the Applicant, and notwithstanding any provision to the contrary
in any Agreement:
(a) neither the creation of the Charges nor the execution, delivery, perfection, registration
or performance of the Commitment Letter or the Definitive Documentsany
documents in respect thereof shall create or be deemed to constitute a breach by the
Applicant of any Agreement to which it is a party;
576
- 22 -

(b) none of the Chargees shall have any liability to any Person whatsoever as a result of
any breach of any Agreement caused by or resulting from the Applicant entering into
the Commitment Letter, the creation of the Charges, or the execution, delivery or
performance of the Definitive Documents; and
(c) the payments made by the Applicant pursuant to this Order, the Commitment Letter
or the Definitive Documents, and the granting of the Charges, do not and will not
constitute preferences, fraudulent conveyances, transfers at undervalue, oppressive
conduct, or other challengeable or voidable transactions under any applicable law.
43. THIS COURT ORDERS that any Charge created by this Order over leases of real
property in Canada shall only be a Charge in the Applicant's interest in such real property leases.
SERVICE AND NOTICE
44. THIS COURT ORDERS that the Monitor shall (i) without delay, publish in [newspapers
specified by the Court]The Globe and Mail (National Edition), Hamilton Spectator and Simcoe
Reformer a notice containing the information prescribed under the CCAA, (ii) within five days
after the date of this Order, (A) make this Order publicly available in the manner prescribed
under the CCAA, (B) send, in the prescribed manner, a notice to every known creditor who has a
claim against the Applicant of more than $1000,1000 (excluding individual employees, former
employees with pension and/or retirement savings plan entitlements, and retirees and other
beneficiaries who have entitlements under any pension or retirement savings plans), at their
addresses at they appear on the Applicants records, and (C) prepare a list showing the names
and addresses of those creditors and the estimated amounts of those claims, and make it publicly
available in the prescribed manner, all in accordance with Section 23(1)(a) of the CCAA and the
regulations made thereunder.
45. THIS COURT ORDERS that the E-Service Protocol of the Commercial List (the
Protocol) is approved and adopted by reference herein and, in this proceeding, the service of
documents made in accordance with the Protocol (which can be found on the Commercial List
website at http://www.ontariocourts.ca/scj/practice/practice-directions/toronto/e-service-
protocol/http://www.ontariocourts.ca/scj/practice/practice-directions/toronto/e-service-protocol/)
shall be valid and effective service. Subject to Rule 17.05 this Order shall constitute an order for
577
- 23 -

substituted service pursuant to Rule 16.04 of the Rules of Civil Procedure. Subject to Rule
3.01(d) of the Rules of Civil Procedure and paragraph 21 of the Protocol, service of documents
in accordance with the Protocol will be effective on transmission. This Court further orders that
a Case Website shall be established in accordance with the Protocol with the following URL
<@>.: http://www.ey.com/ca/ussc (the Website).
46. THIS COURT ORDERS that if the service or distribution of documents in accordance
with the Protocol is not practicable, the Applicant and the Monitor are at liberty to serve or
distribute this Order, any other materials and orders in these proceedings, any notices or other
correspondence, by forwarding true copies thereof by prepaid ordinary mail, courier, personal
delivery or facsimile transmission to the Applicant's creditors or other interested parties at their
respective addresses as last shown on the records of the Applicant and that any such service or
distribution by courier, personal delivery or facsimile transmission shall be deemed to be
received on the next business day following the date of forwarding thereof, or if sent by ordinary
mail, on the third business day after mailing.
47. THIS COURT ORDERS that the Monitor shall create, maintain and update as necessary
a list of all Persons appearing in person or by counsel in this proceeding (the Service List).
The Monitor shall post the Service List, as may be updated from time to time, on the Website as
part of the public materials to be recorded thereon in relation to this proceeding.
Notwithstanding the foregoing, the Monitor shall have no liability in respect of the accuracy of
or the timeliness of making any changes to the Service List.
48. THIS COURT ORDERS that, subject to further Order, all motions in this proceeding are
to be brought on not less than ten (10) calendar days notice to all persons on the Service List.
Each Notice of Motion shall specify a date (the Initial Return Date) and time (the Initial
Return Time) for the hearing.
49. THIS COURT ORDERS that any interested Person wishing to object to the relief sought
in a motion must serve responding motion material or a notice stating the objection to the motion
and the grounds for such objection (a Notice of Objection) in writing to the moving party, the
Applicant and the Monitor, with a copy to all Persons on the Service List, no later than 5 p.m. on
the date that is four (4) calendar days prior to the Initial Return Date (the Objection
Deadline).
578
- 24 -

Deadline, the judge having carriage of the motion (the Presiding Judge) may determine:
(a) Whether a hearing is necessary;
(b) Whether such hearing will be in person, by telephone or by written submissions only;
and
(c) The parties from whom submissions are required
(collectively, the Hearing Details). In the absence of any such determination, a hearing
will be held in the ordinary course.
Deadline, the Monitor shall communicate with the Presiding Judge regarding whether a
determination has been made by the Presiding Judge concerning the Hearing Details. The
Monitor shall thereafter advise the Service List of the Hearing Details and the Monitor shall
report upon its dissemination of the Hearing Details to the Court in a timely manner, which may
be contained in the Monitors next report in the proceeding.
52. THIS COURT ORDERS that, if a Notice of Objection is served by the Objection
Deadline, the interested parties shall appear before the Presiding Judge on the Initial Return Date
at the Initial Return Time, or such earlier or later time as may be directed by the Court, with a
view to establishing a schedule for the delivery of materials and the hearing of the contested
motion and such other matters, including interim relief, as the Court may see fit.
GENERAL
53. 47. THIS COURT ORDERS that the Applicant or the Monitor may from time to time
apply to this Court for advice and directions in the discharge of its powers and duties hereunder.
54. 48. THIS COURT ORDERS that nothing in this Order shall prevent the Monitor from
acting as an interim receiver, a receiver, a receiver and manager, or a trustee in bankruptcy of the
Applicant, the Business or the Property.
579
-
=
- 25 -

55. 49. THIS COURT HEREBY REQUESTS the aid and recognition of any court, tribunal,
regulatory or administrative body having jurisdiction in Canada or in the United States, to give
effect to this Order and to assist the Applicant, the Monitor and their respective agents in
carrying out the terms of this Order. All courts, tribunals, regulatory and administrative bodies
are hereby respectfully requested to make such orders and to provide such assistance to the
Applicant and to the Monitor, as an officer of this Court, as may be necessary or desirable to give
effect to this Order, to grant representative status to the Monitor in any foreign proceeding, or to
assist the Applicant and the Monitor and their respective agents in carrying out the terms of this
Order.
56. 50. THIS COURT ORDERS that each of the Applicant and the Monitor be at liberty and
is hereby authorized and empowered to apply to any court, tribunal, regulatory or administrative
body, wherever located, for the recognition of this Order and for assistance in carrying out the
terms of this Order, and that the Monitor is authorized and empowered to act as a representative
in respect of the within proceedings for the purpose of having these proceedings recognized in a
jurisdiction outside Canada. , including, with the prior consent of the Applicant, acting as the
foreign representative of the Applicant to apply to the United States Bankruptcy Court for relief
pursuant to Chapter 15 of the United States Bankruptcy Code, 11 U.S.C. 101-1330, as
amended, and to act as foreign representative in respect of any such proceedings and any
ancillary relief in respect thereto.
57. 51. THIS COURT ORDERS that any interested party (including the Applicant and the
Monitor) may apply to this Court to vary or amend this Order at the comeback motion scheduled
for October 6, 2014 (the Comeback Motion), on not less than seven (7)ten (10) calendar days
notice to any other party or parties likely to be affected by the order sought or upon such other
notice, if any, as this Court may order.
58. 52. THIS COURT ORDERS that this Order and all of its provisions are effective as of
12:01 a.m. Eastern Standard/Daylight Time on the date of this Order.

____________________________________

580

DOCSTOR: 2847683\3
Court File No.

ONTARI O SUPERI OR COURT OF J USTI CE
(COMMERCIAL LIST)

INITIAL ORDER

Toronto, ON M5K 1E6
Fax: (416) 868-0673

Tel: (416) 601-7539
Tel: (416) 601-7998
Tel: (416) 601-8342


13625094

581
TAB 5
ONTARIO
(COMMERCIAL LIST)
th
)
(the Applicant)
NOTICE PROCEDURE ORDER
THIS APPLICATION, made by U. S. Steel Canada Inc. (the Applicant), for an
Order substantially in the form included at Tab 5 of the Applicants Application Record was
heard this day at 330 University Avenue, Toronto, Ontario.
ON READING the Affidavit of Michael A. McQuade sworn September 16, 2014 and
the Exhibits thereto (the McQuade Affidavit), and the Pre-Filing Report of Ernst & Young
Inc., in its capacity as the proposed Monitor of the Applicant (the Monitor) dated September
16, 2014, and on hearing the submissions of the Applicant, the Monitor and United States Steel
Corporation:
Application Record filed by the Applicants in support hereof is hereby abridged and validated
such that this Application is properly returnable today, and hereby dispenses with further service
thereof.
2. THIS COURT ORDERS AND DIRECTS that the Monitor, in addition to its prescribed
rights and obligations under the Companies Creditors Arrangement Act, R.S.C. 1985, c.C-36, as
582
amended (the CCAA) and under the terms of the initial order made in these CCAA
Proceedings, as amended and varied from time to time (the Initial Order), shall fulfil such
duties as are directed in this Order, and in fulfilling those duties, in addition to the rights and
protections afforded the Monitor under the CCAA or as an officer of this Court, the Monitor
shall have the protections afforded to it by the Initial Order and by this Order.
DEFINITIONS
3. The following terms shall have the meanings ascribed thereto:
(a) Advisory Committee means the pension advisory committee established for the
following pension plans maintained by the Applicant:
(i) the Hamilton Salaried Pension Plan, and
(ii) the LEW Salaried Pension Plan;
(b) Bargaining Unit Beneficiaries means Beneficiaries of the Hamilton BU Pension
Plan, Beneficiaries of the LEW BU Pension Plan, Beneficiaries of the LEW Pickling
Facility Pension Plan who are represented by USW, and Beneficiaries of the Union-
Sponsored GRRSPs;
(c) Bargaining Unit Representatives means Rolf Gerstenberger, President, USW,
Local 1005; Bill Ferguson, President, USW, Local 8782; and Robert Newstead, Unit
Chair, U. S. Steel Pickling Division, USW, Local 8782;
(d) Beneficiary means any member, former member, retired member, surviving spouse
or other person entitled to benefits under any of the Plans;
(e) Business Day means a day, other than a Saturday or a Sunday, on which banks are
generally open for business in Toronto, Ontario;
(f) CCAA Proceedings means these proceedings commenced by the Applicant under
the Companies Creditors Arrangement Act, R.S.C. 1985, c. C-36, as amended;
(g) Court means the Ontario Superior Court of Justice (Commercial List);
583
(h) DB Registered Pension Plans means:
(i) the Hamilton BU Pension Plan,
(ii) the Hamilton Salaried Pension Plan,
(iii) the LEW BU Pension Plan,
(iv) the LEW Salaried Pension Plan,
(v) the LEW Pickling Facility Pension Plan,
(vi) the Legacy Pension Plans; and
(vii) the Stelco Inc. Retirement Plan for Mark C. Steinman (FSCO Registration
No. 1056738);
(i) GRRSPs means the Union-Sponsored GRRSPs and the Opportunity Plan GRRSP;
(j) Hamilton BU Pension Plan means the U. S. Steel Canada Inc. Retirement Plan for
USW Local 1005 Members at Hamilton Works (FSCO Registration No. 0354878);
(k) Hamilton Salaried Pension Plan means the U. S. Steel Canada Inc. Retirement
Plan for Salaried Employees at Hamilton Works (FSCO Registration No. 0338509);
(l) Legacy Pension Plans means the U. S. Steel Canada Inc. Retirement Plan for
Salaried Employees at the Former Welland Pipe Ltd. (FSCO Registration No.
1017185), the U. S. Steel Canada Inc. Retirement Plan for CAW-Canada Local 523
Employees at the Former Stelpipe Ltd. (FSCO Registration No. 1018860) and the U.
S. Steel Canada Inc. Retirement Plan for Salaried Employees of the Former Stelpipe
Ltd. (FSCO Registration No. 1017177);
(m) LEW BU Pension Plan means the U. S. Steel Canada Inc. Retirement Plan for
USW Local 8782 Members at Lake Erie Works (FSCO Registration No. 0698761);
(n) LEW Pickling Facility Pension Plan means the U. S. Steel Canada Inc.
Retirement Plan for Employees at the Pickle Line Department of Lake Erie Works
584
(FSCO Registration No. 1206457), which covers both salaried non-represented
employees and employees represented by USW;
(o) LEW Salaried Pension Plan means the U. S. Steel Canada Inc. Retirement Plan
for Salaried Employees at Lake Erie Works (FSCO Registration No.0698753);
(p) Notice Letter means the letter to the Bargaining Unit Representatives, the
Beneficiaries and the Advisory Committee, providing among other things, notice of
these CCAA Proceedings, notice of an upcoming Court hearing and advising of the
dual role played by the Applicant in relation to certain Plans, which Notice Letter
shall be substantially in the form attached as Schedule A hereto;
(q) Opportunity Plan GRRSP means the Group Retirement Savings Plan of U. S.
Steel Canada Inc.;
(r) Plans means the DB Registered Pension Plans, the GRRSPs and the RBCs and
RAs;
(s) RBCs and RAs means:
(i) individual Retirement Benefit Contracts, and
(ii) other supplemental non-registered payments known as Retiring
Allowances;
(t) Union-Sponsored GRRSPs means:
(i) the Hamilton BU GRRSP - the Group Retirement Savings Plan for Local
1005 United Steelworkers of America,
(ii) the Lake Erie BU GRRSP - the Group Retirement Savings Plan for Lake Erie
Works Local 8782 United Steelworkers of America, and
(iii) the Pickle Line BU GRRSP - the Group Retirement Savings Plan for Pickle
Line Local 8782 United Steelworkers of America;
(u) USW means United Steelworkers of America.
585
4. THIS COURT ORDERS that the form and substance of the Notice Letter, substantially
in the form attached as Schedule A hereto, is hereby approved, subject to the Applicant and
Monitor making minor, non-material amendments to such forms as the Applicant and Monitor
may consider desirable or necessary.
(a) as soon as is practicable but in any event no later than 2 days following this Order:
(i) the Monitor shall post a copy of the Notice Letter and this Order on the Website
(as defined in the Initial Order); and
(ii) the Applicant, with the assistance of the Monitor, shall send a copy of the
Notice Letter and this Order, pursuant to paragraph 6 hereof or by personal
delivery, to the Bargaining Unit Representatives on behalf of the Bargaining
Unit Beneficiaries;
(b) as soon as is practicable but in any event no later than 10 days following this Order,
the Applicant, with assistance of the Monitor, shall send a copy of the Notice Letter
and this Order, pursuant to paragraph 6 hereof, to each of the following persons:
(i) the Beneficiaries of the Plans other than Bargaining Unit Beneficiaries , and
(ii) the chair of the Advisory Committee;
(c) as supplemental to the notice provided for in sub-paragraph 5(a)(ii) above, as soon as
is practicable but in any event no later than 10 days following this Order, a copy of
the Notice Letter and this Order shall be sent to each of the Bargaining Unit
Beneficiaries, pursuant to paragraph 6 hereof, by either the Applicant, with assistance
of the Monitor, or the Bargaining Unit Representatives;
(d) if the Applicant, Monitor and Bargaining Unit Representatives cannot come to an
agreement regarding who will deliver the supplemental notice provided for in sub-
paragraph 5(c) within 5 days following this Order, the parties may come back to this
586
Court for direction regarding the delivery of the supplemental notice provided for in
sub-paragraph 5(c); and
(e) as soon as is practicable, but in any event no later than 10 days following the making
of this Order, the Applicant, with the assistance of the Monitor, shall cause a notice,
substantially in the form attached hereto as Schedule B, to be published in The
Globe and Mail (National Edition), the Hamilton Spectator and the Simcoe Reformer.
6. THIS COURT ORDERS that the Applicant, Monitor or Bargaining Unit
Representative, as the case may be, may send the Notice Letters, copies of this Order and any
other letters, notices, or documents, to the Beneficiaries, the Bargaining Unit Representatives and
the chair of the Advisory Committee, as the case may be, by forwarding true copies thereof by
prepaid ordinary mail, courier, personal delivery or electronic or digital transmission to the last
known addresses of the recipients in the records of the Applicant (including records maintained
in Pittsburgh, Pennsylvania as outlined in the McQuade Affidavit). Any such service or Notice
by courier, personal delivery or electronic or digital transmission shall be deemed to be received
on the next Business Day following the date sent, or if sent by prepaid ordinary mail, on the 5
th
Business Day after mailing.
7. THIS COURT ORDERS that sending and publication of the Notice Letter in the
manner set forth in this Order shall constitute good and sufficient service upon the Beneficiaries,
the Advisory Committee and the Bargaining Unit Representatives , including in relation to the
Comeback Motion (as defined in the Initial Order) notwithstanding the service and notice
procedure set out in the Initial Order, and that no other form of service need be made.
PROTECTIONS FOR THE MONITOR AND APPLICANT
8. THIS COURT ORDERS that in carrying out the terms of this Order, the Monitor shall
have all of the protections provided to it by the CCAA and Initial Order or as an officer of this
Court, including the stay of proceedings in its favour, and the Monitor shall incur no liability or
obligation as a result of the carrying out of the provisions of this Order, and the Monitor shall be
entitled to rely on the books and records of the Applicants, and any information provided by the
Applicants, all without independent investigation, and the Monitor shall not be liable for any
claims or damages resulting from any errors or omissions in such books, records or information.
587
9. THIS COURT ORDERS that in carrying out the terms of this Order, the Applicant shall
be entitled to rely on names, contact information and last known addresses shown in the books
and records maintained in the normal course in respect of the Beneficiaries and Advisory
Committee.
10. THIS COURT ORDERS that the Monitor or Applicant may at any time, and with
notice to (a) the Bargaining Unit Representatives on behalf of Bargaining Unit Beneficiaries, and
(b) the Beneficiaries not represented by USW or their legal representative(s), seek directions
from the Court with respect to this Order and the process set out herein.
___________________________________
588
SCHEDULE A
589
[U. S. Steel Canada Inc. Letterhead]
Date: September [], 2014
To: Defined Benefit Registered Pension Plans
Rolf Gerstenberger, President, United Steelworkers Of America, Local 1005,
on behalf of Beneficiaries of the U. S. Steel Canada Inc. Retirement Plan for
USW Local 1005 Members at Hamilton Works (the Hamilton BU Pension
Plan) (FSCO Registration No. 0354878)
Beneficiaries of the U. S. Steel Canada Inc. Retirement Plan for Salaried
Employees at Hamilton Works (the Hamilton Salaried Pension Plan)
(FSCO Registration No. 0338509)
Bill Ferguson, President, United Steelworkers Of America, Local 8782, on
behalf of Beneficiaries of the U. S. Steel Canada Inc. Retirement Plan for
USW Local 8782 Members at Lake Erie Works (the LEW BU Pension
Plan) (FSCO Registration No. 0698761)
Employees at Lake Erie Works (the LEW Salaried Pension Plan) (FSCO
Registration No. 0698753)
Pat Mousseau, Chair, Pension Advisory Committee for the Hamilton Salaried
Pension Plan and the LEW Salaried Pension Plan
Non-unionized Beneficiaries of the U. S. Steel Canada Inc. Retirement Plan
for Employees at the Pickle Line Department of Lake Erie Works (the LEW
Pickling Facility Pension Plan) (FSCO Registration No. 1206457)
Bill Ferguson, President, United Steelworkers of America, Local 8782, and
Robert Newstead, Unit Chair, U. S. Steel Pickling Division, United
Steelworkers of America, Local 8782, on behalf of unionized Beneficiaries of
the LEW Pickling Facility Pension Plan
Employees at the Former Welland Pipe Ltd. (the Welland Salaried Plan)
Beneficiaries of the U. S. Steel Canada Inc. Retirement Plan for CAW-Canada
Local 523 Employees at the Former Stelpipe Ltd. (the Stelpipe BU Plan)
Employees of the Former Stelpipe Ltd. (the Stelpipe Salaried Plan) (FSCO
Registration No. 1017177)
Stelco Inc. Retirement Plan for Mark C. Steinman (FSCO Registration No.
1056738)
Defined Contribution Retirement Arrangements
Beneficiaries of the Group Retirement Savings Plan of U. S. Steel Canada Inc.
590
- 2 -
(the Opportunity Plan GRRSP)
Supplemental Retirement Arrangements
Beneficiaries with entitlements under individual Retirement Benefit
Contracts (RBCs)
Beneficiaries with entitlements under other supplemental non-registered
retirement payments known as Retiring Allowances (RAs)
Union-Sponsored Defined Contribution Retirement Arrangements
Rolf Gerstenberger, President, United Steelworkers Of America, Local 1005,
on behalf of Beneficiaries of the Group Retirement Savings Plan for Local
1005 United Steelworkers of America (the Hamilton BU GRRSP)
Bill Ferguson, President, United Steelworkers of America, Local 8782, on
behalf of Beneficiaries of the Group Retirement Savings Plan for Lake Erie
Works Local 8782 United Steelworkers of America (the Lake Erie BU
GRRSP)
Bill Ferguson, President, United Steelworkers of America, Local 8782, and
Robert Newstead, Unit Chair, U. S. Steel Pickling Division, United
Steelworkers of America, Local 8782, on behalf of Beneficiaries of the Group
Retirement Savings Plan for Pickle Line Local 8782 United Steelworkers of
America (the Pickle Line BU GRRSP)
cc: Brian Mills, Deputy Superintendent, Pensions, Financial Services Commission
of Ontario
CIBC Mellon Trust Company, as trustee of the Retirement Compensation
Arrangement Trust Agreement in respect of the Stelco Inc. Retirement
Compensation Arrangement which funds benefits payable to certain
Beneficiaries with entitlements under the Retirement Benefit Contracts
From: Michael McQuade, President, U. S. Steel Canada Inc.
Subject: Notice of Court Proceedings
On September 16, 2014, U. S. Steel Canada Inc. (USSC) commenced court-supervised
restructuring proceedings under the Companies' Creditors Arrangement Act (the
CCAA). Ernst & Young Inc. has been appointed by the court as monitor in USSCs
CCAA proceedings (Monitor) pursuant to the Order of the Ontario Superior Court of
Justice (Commercial List) (the Court) made on September 16, 2014 (the Initial
Order).
USSC has responsibilities under various pension and retirement plan arrangements,
which are described in further detail in Schedule A attached hereto (collectively, the
Plans). You are receiving this Notice because USSCs records indicate that you are a
591
- 3 -
beneficiary under one or more Plans (a Plan Beneficiary) or representative of certain
Plan Beneficiaries.
We are writing to you at this time for the following reasons:
1. To provide you with notice of the CCAA proceedings;
2. To advise you of the upcoming Court hearing scheduled for October 6, 2014, in
Toronto; and
3. To advise you of the dual role played by USSC in relation to some of the Plans, as
explained in further detail below.
592
- 4 -
CCAA Proceedings and Initial Order Terms
In the Initial Order in the CCAA proceedings, USSC sought and obtained permission
from the Court to continue to make contributions in respect of the various Plans at this
time.
The Monitor has posted on its website copies of the Initial Order and other Court
documents which relate to this CCAA proceeding. These materials may be accessed at
http://www.ey.com/ca/ussc (the Website). If you do not have access to the Website or
would otherwise like to receive a hard copy of the Court materials, please contact the
Monitor at the following telephone number: 1-844-941-7764.
Comeback Hearing and DIP request
The Court has scheduled a hearing in Toronto on October 6, 2014 to, among other things,
determine whether debtor-in-possession (DIP) financing in the amount of $185
million, advanced to fund operations during the CCAA proceedings, will be approved,
together with a charge on the assets of USSC to secure the DIP financing and certain
other priority charges (together, the Priority Charges). The proposed Priority Charges
would rank in priority to all security interests, trusts, liens, charges and encumbrances,
claims of secured creditors, statutory or otherwise, including any deemed trust created
under the Pension Benefits Act.
USSCs Dual Role
USSC acts as both employer and administrator in respect of the DB Registered
Pension Plans and the Opportunity Plan GRRSP. USSC intends to continue to act in both
capacities during the CCAA proceedings. Conflicts can arise between employer and
administrator responsibilities. The purpose of this Notice is to advise you of these
potential conflicts.
We encourage you to obtain legal and/or financial advice so that you can better
understand any potential impact of the CCAA proceedings and upcoming Court
hearing on your legal rights.
Contact Details
If you have any questions, you can contact your union representative (if applicable) or
USSC at the General HR Inquiry line at 905-528-2511 ext 3721.
593
- 5 -
Schedule A
Overview of USSC Pension and Retirement Plan Arrangements
USSC is currently the sponsor and administrator of the following defined benefit (DB)
registered pension plans (together, the DB Registered Pension Plans):
1
i. Four Main Pension Plans for union and salaried employees at Hamilton
Works and Lake Erie Works:
the Hamilton BU Pension Plan
the Hamilton Salaried Pension Plan
the LEW BU Pension Plan
the LEW Salaried Pension Plan
Each of the Main Pension Plans is closed to new members and is currently
estimated to have a solvency funding deficit.
ii. The LEW Pickling Facility Pension Plan for employees at the Lake Erie
Works pickling facility. This plan is closed to new members and is
currently estimated to have a solvency funding deficit.
iii. Three Legacy Pension Plans for salaried and unionized employees of
former subsidiaries of USSCs predecessor, Stelco Inc.:
the Welland Salaried Plan
the Stelpipe BU Plan
the Stelpipe Salaried Plan
Each of the Legacy Pension Plans is closed to new members, has no active
employees accruing benefits and, as at December 31, 2013, is estimated to
be fully funded on a going concern and solvency basis.
The funding of the Main Pension Plans is governed by a regulation made under the
Ontario Pension Benefits Act (PBA), called the Stelco Inc. Pension Plans Regulation
(Stelco Regulation), which came into effect in 2006 and will expire at the end of 2015.
The Stelco Regulation provides that USSC is required to contribute level monthly
contributions to the Main Pension Plans. The special funding under the Stelco
Regulation will cease on December 31, 2015, following which the Main Plans will be
subject to the normal PBA funding regime.
The funding of the Legacy Pension Plans and the LEW Pickling Facility Pension Plan is
not governed by the Stelco Regulation. The funding of these Legacy Pension Plans and
the LEW Pickling Facility Pension Plan is subject to the normal PBA funding regime.
Certain beneficiaries under the DB Registered Pension Plans are also in receipt of
supplementary pension benefits pursuant to individual RBCs and RAs. These
1
The Registered Pension Plans also include a pension plan for one individual retired former employee of Stelco Inc.,
which is estimated to have a solvency deficiency.
594
- 6 -
arrangements are unregistered and the RAs and some of the RBC arrangements are
unfunded.
USSC is also the sponsor and administrator of the Opportunity Plan GRRSP, a defined
contribution retirement savings plan arrangement. The Opportunity Plan GRRSP was
established for new employees in 1997 after the Hamilton Salaried Pension Plan and the
LEW Salaried Pension Plan were closed to new members. USSC makes contributions to
the Opportunity Plan GRRSP pursuant to a fixed contribution formula, in accordance
with the terms of the plan. No valuation report is prepared for this GRRSP and no
funding deficits can arise.
There are also union-sponsored Defined Contribution Retirement Arrangements
consisting of the Hamilton BU GRRSP, the Lake Erie BU GRRSP and the Pickle Line
BU GRRSP. USSC has no responsibility for the administration of such union-sponsored
GRRSPs or the investment of assets held under such GRRSPs.
595
SCHEDULE B
596
COURT FILE No.
IN THE 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 (the CCAA)
AND IN THE MATTER OF A PROPOSED PLAN OF COMPROMISE OR
ARRANGEMENT WITH RESPECT TO U. S. STEEL CANADA INC. (USSC)
Take notice that on September 16, 2014, USSC commenced court-supervised restructuring
proceedings under the CCAA. Ernst & Young Inc. has been appointed by the court as monitor in
USSCs CCAA proceedings (Monitor) pursuant to the Order of the Ontario Superior Court of
Justice (Commercial List) (the Court) made on September 16, 2014 (the Initial Order).
INITIAL ORDER
The Initial Order provides, among other things, a stay of proceedings until October 15, 2014 (the
Stay Period) and may be extended by the Court from time to time.
Copies of the Initial Order and other orders issued in the CCAA have been posted on the
Monitors website at: http://www.ey.com/ca/ussc (the Website).
The Initial Order prohibits USSC from making payments of amounts relating to the supply of
goods or services prior to September 16, 2014, other than payments to certain parties as specified
in the Initial Order.
During the Stay Period, all parties are prohibited from commencing or continuing legal action
against USSC and all rights and remedies of any party against or in respect of USSC or its assets
are stayed and suspended except with the written consent of, inter alia, USSC and the Monitor,
or leave of the Court.
To date, no claims procedure has been approved by the Court and creditors are therefore not
required to file a proof of claim at this time.
NOTICE TO USSC PENSION AND RETIREMENT BENEFICIARIES
USSC has responsibilities under various pension and retirement plan arrangements consisting of
(i) nine defined benefit registered pension plans (the Hamilton BU Pension Plan, the Hamilton
Salaried Pension Plan, the LEW BU Pension Plan, the LEW Salaried Pension Plan, The LEW
Pickling Facility Pension Plan, The Steinman Plan, the Welland Salaried Plan, the Stelpipe BU
Plan, the Stelpipe Salaried Plan) (the DB Registered Pension Plans); (ii) four Group RRSP
arrangements (the Opportunity Plan GRRSP, Hamilton BU GRRSP, the Lake Erie BU GRRSP
and the Pickle Line BU GRRSP), and (iii) certain individual supplemental Retirement Benefit
Contracts and Retiring Allowances (collectively, the Plans).
If you are a beneficiary under one or more Plan (a Plan Beneficiary), please take notice that:
597
In the Initial Order, USSC sought and obtained permission from the Court to continue to
make contributions in respect of the various Plans at this time.
The Court has scheduled a hearing in Toronto on October 6, 2014 to, among other things,
determine whether debtor-in-possession (DIP) financing in the amount of $185 million
will be approved, together with a charge on the assets of USSC to secure the DIP
financing advanced to fund operations during the CCAA proceedings and certain other
priority charges (together, the Priority Charges). The proposed Priority Charges
would rank in priority to all security interests, trusts, liens, charges and encumbrances,
claims of secured creditors, statutory or otherwise, including any deemed trust created
under the Pension Benefits Act.
USSC acts as both employer and administrator in respect of the DB Registered
Pension Plans and the Opportunity Plan GRRSP. USSC intends to continue to act in both
capacities during the CCAA proceedings. Conflicts can arise between employer and
administrator responsibilities.
We encourage you to obtain legal or financial advice so that you can better
understand any potential impact of the CCAA proceedings and upcoming Court
hearing on your legal rights.
USSC will be sending a notice to Plan Beneficiaries providing further details with respect to the
foregoing (the Notice). The Notice may also be accessed on the Website.
Persons requiring further information, not available on the Website http://www.ey.com/ca/ussc
should call the Monitors Hotline at 1-844-941-7764.
Ernst & Young Inc. - The Court Appointed Monitor of U.S. Steel Canada Inc.
P.O. Box 251
222 Bay Street
Toronto, ON, M5K1J7
Canada
Fax: 416-943-3300
598
TAB 6
Court File No.
ONTARIO
SUPERI OR COURTOFJUSTI CE
(COMMERCI ALLI ST)
I N THEMATTER OFTHECOMPANIES' CREDITORS
ARRANGEMENT ACT, R.S.C. 1985, c. C-36, ASAMENDED
ANDI N THEMATTER OFAPLAN OFCOMPROMI SEOR
ARRANGEMENTWI THRESPECTTO
U. S. STEELCANADAI NC.
CONSENT
Ernst & YoungI nc. hereby consents to act as monitor in respect of the proceedings by
U.S. Steel Canada I nc. andother applicants pursuant to the Comp anies' Creditors
Arrangement Act, R.S.C. 1985, c. C-36, as amended, if so appointedby this Honourable
Court.
DATEDat Toronto this 16th day of September, 2014.
ERNST& YOUNG I NC.
Per:
Court File No.
ONTARIO
(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 PLAN OF COMPROMISE OR
ARRANGEMENT WITH RESPECT TO
CONSENT
Ernst &Young Inc. hereby consents to act as monitor in respect of the proceedings by
U.S. Steel Canada Inc. and other applicants pursuant to the Companies' Creditors
Arrangement Act, R.S.C. 1985, c. C-36, as amended, if so appointed by this Honourable
Court.
DATED at Toronto this 16
th
day of September, 2014.
ERNST &YOUNG INC.
Per:
599

IN THE MATTER OF THE COMPANIES CREDITORS ARRANGEMENT ACT, R.S.C. 1985, c. C-36

AND IN THE MATTER OF A PROPOSED PLAN OF COMPROMISE OR ARRANGEMENT
WITH RESPECT TO U. S. STEEL CANADA INC.
Court File No.

ONTARIO
(COMMERCIAL LIST)


CONSENT

Suite 5300, TD Bank Tower
Toronto-Dominion Centre
Toronto, ON M5K 1E6
Fax: (416) 868-0673

James D. Gage LSUC#: 34676I
Tel: (416) 601-7539
E-mail: jgage@mccarthy.ca

Paul R. Steep LSUC#: 21869L
Tel: (416) 601-7998

Tel: (416) 601-8342

Lawyers for the Applicant

DOC#: 13610675
600

US Steel Application Record Part II

Загружено:

Сведения о документе

Авторское право

Доступные форматы

Поделиться этим документом

Поделиться или встроить документ

Параметры публикации

Этот документ был вам полезен?

Это неприемлемый материал?

Авторское право:

Доступные форматы

US Steel Application Record Part II

Загружено:

Авторское право:

Доступные форматы

INDEX

Court File No.

Remaining Period Remaining

Current Special as of December 31, Payments at

233,599 222,435 11,164

(165,265) (159,299) (5,966)

1,580,296 $ 1,500,796 $ 79,500

The following rates of retirement were assumed per

The following rates of pre-retirement withdrawal were

The following rates of disability were assumed per 100

6.25% as of December 31, 2013

$65.0 million per annum

$70.0 million per annum

Salary Scale of 3% per year applied to pensionable

Projected Unit Credit

Market value of assets

3.79% per year used to determine special payments on

$65.0 million per annum

$70.0 million per annum

Remaining Period Remaining

Current Special as of December 31, Payments at

The following rates of retirement were assumed per

The following rates of pre-retirement withdrawal were

80 percent of employees eligible for death benefits are

3.9% per year for the first 10 years following December

3.0% per year for the first 10 years following December

3.82% per year used to determine special payments on

80 percent of employees eligible for death benefits are

6.25% per annum (6.25% prior valuation)

3.9% per year for the first 10 years following December

$300,000 was added to current service cost to account

Salary Scale of 3% per year applied to pensionable

Projected Unit Credit

Market value of assets

3.0% per year for the first 10 years following December

The Acquiror is duly qualifiedto conduct business tridis in goodstandingin each

5.1 Successors and Assigns

5.2 Governing Law and. Submission to Jurisdiction

1,2The definition of "Allocation Process" in Section 1.'l of the Pension Agreement is

2.1 Successors and Assigns

2.2 Governing Law

This guarantee is in addition to andnot in substitution for any other guarantee or

2.1 Successors and Assigns

1.2The definition of "Allocation Process" in Section 1.1 of the Pension Agreement is

2.1 Successors andAssigns

If to Hamilton Land Limited Partnership,by its general partner Hamilton Land

UnitedStates Steel Corporation ("USS")

United States Steel Corporation ("USS")

UnitedStates Steel Corporation

Вам также может понравиться