Delaware
|
1-16811
|
25-1897152
|
||
(State or other jurisdiction of incorporation)
|
(Commission File Number)
|
(IRS Employer Identification No.)
|
600 Grant Street, Pittsburgh, PA
|
15219-2800
|
|
(Address of principal executive offices)
|
(Zip Code)
|
(i)
|
$55,000,000
Indiana Finance Authority Environmental Improvement Revenue Refunding Bonds, Series 2011 (United
States Steel Corporation Project);
|
(ii)
|
$28,580,000 Allegheny County (Pennsylvania) Industrial Development Authority Environmental Improvement Revenue Refunding Bonds, Series 2011 (United States Steel Corporation Project);
|
(iii)
|
$19,460,000 Bucks County (Pennsylvania) Industrial Development Authority Environmental Improvement Revenue Refunding Bonds, Series 2011 (United States Steel Corporation Project);
|
(iv)
|
$10,600,000 Gulf Coast Waste Disposal Authority (Texas) Environmental Improvement Revenue Refunding Bonds, Series 2011 (United States Steel Corporation Project);
|
(v)
|
$21,800,000 Ohio Water Development Authority State of Ohio Environmental Improvement Revenue Refunding Bonds, Series 2011 (United States Steel Corporation Project);
|
(vi)
|
$10,160,000 Ohio Air Quality Development Authority State of Ohio Environmental Improvement Revenue Refunding Bonds, Series 2011 (United States Steel Corporation Project); and
|
(vii)
|
$17,120,000 The Industrial Development Board of the City of Fairfield (Alabama) Environmental Improvement Revenue Refunding Bonds, Series 2011 (United States Steel Corporation Project).
|
10.1
|
Loan Agreement dated as of November 1, 2011 between the Corporation and the Indiana Finance Authority regarding $55,000,000 Indiana Finance Authority Environmental Improvement Revenue Refunding Bonds, Series 2011(United States Steel Corporation Project).
|
10.2
|
Loan Agreement dated as of November 1, 2011 between the Corporation and the Allegheny County Industrial Development Authority regarding $28,580,000 Allegheny County (Pennsylvania) Industrial Development Authority Environmental Improvement Revenue Refunding Bonds, Series 2011(United States Steel Corporation Project).
|
10.3
|
Loan Agreement dated as of November 1, 2011 between the Corporation and the Bucks County Industrial Development Authority regarding $19,460,000 Bucks County (Pennsylvania) Industrial Development Authority Environmental Improvement Revenue Refunding Bonds, Series 2011(United States Steel Corporation Project).
|
10.4
|
Bond Amortization Agreement dated as of November 1, 2011 between the Corporation and the Gulf Coast Waste Disposal Authority regarding $10,600,000 Gulf Coast Waste Disposal Authority (Texas) Environmental Improvement Revenue Refunding Bonds, Series 2011(United States Steel Corporation Project).
|
10.5
|
Loan Agreement dated as of November 1, 2011 between the Corporation and the Ohio Water Development Authority regarding $21,800,000 Ohio Water Development Authority State of Ohio Environmental Improvement Revenue Refunding Bonds, Series 2011(United States Steel Corporation Project).
|
10.6
|
Loan Agreement dated as of November 1, 2011 between the Corporation and the Ohio Air Quality Development Authority regarding $10,160,000 Ohio Air Quality Development Authority State of Ohio Environmental Improvement Revenue Refunding Bonds, Series 2011(United States Steel Corporation Project).
|
10.7
|
Amended and Restated Agreement of Sale dated as of November 1, 2011 between the Corporation and The Industrial Development Board of the City of Fairfield regarding $17,120,000 The Industrial Development Board of the City of Fairfield (Alabama) Environmental Improvement Revenue Refunding Bonds, Series 2011(United States Steel Corporation Project).
|
By
|
/s/ Gregory A. Zovko
|
|
Gregory A. Zovko
|
||
Vice President & Controller
|
Page
|
|||
ARTICLE I DEFINITIONS
|
2
|
||
Section 1.01.
|
Use of Defined Terms
|
2
|
|
Section 1.02.
|
Definitions
|
2
|
|
Section 1.03.
|
Interpretation
|
4
|
|
Section 1.04.
|
Captions and Headings
|
4
|
|
ARTICLE II REPRESENTATIONS
|
5
|
||
Section 2.01.
|
Representations and Covenants of Issuer
|
5
|
|
Section 2.02.
|
Representations and Covenants of Company
|
5
|
|
ARTICLE III COMPLETION OF PROJECT FACILITIES; ISSUANCE OF THE BONDS
|
6
|
||
Section 3.01.
|
Completion of Project Facilities
|
6
|
|
Section 3.02.
|
Issuance of Bonds; Application of Proceeds
|
6
|
|
Section 3.03.
|
Company Required to Provide Additional Moneys in Event Moneys Insufficient to Redeem Refunded Bonds
|
7
|
|
Section 3.04.
|
Investment of Fund Moneys
|
7
|
|
Section 3.05.
|
Issuer’s Fees
|
7
|
|
ARTICLE IV LOAN BY ISSUER; REPAYMENT OF LOAN INCLUDING ADDITIONAL PAYMENTS
|
8
|
||
Section 4.01.
|
Loan of Proceeds; Installment Payments
|
8
|
|
Section 4.02.
|
Additional Payments
|
8
|
|
Section 4.03.
|
Deposit of Moneys in Bond Fund; Moneys for Purchase and Redemption
|
9
|
|
Section 4.04.
|
Obligations Unconditional
|
9
|
|
Section 4.05.
|
Assignment by Company
|
9
|
|
Section 4.06.
|
Assignment by Issuer
|
10
|
|
ARTICLE V ADDITIONAL AGREEMENTS AND COVENANTS
|
10
|
||
Section 5.01.
|
Lease, Sale or Grant of Use by Company
|
10
|
|
Section 5.02.
|
Indemnification of Issuer and Trustee
|
10
|
|
Section 5.03.
|
Company Not to Adversely Affect Exclusion From Gross Income of Interest on Bonds
|
11
|
|
Section 5.04.
|
Company to Maintain its Existence; Mergers or Consolidations
|
12
|
|
Section 5.05.
|
Reports and Audits
|
12
|
|
Section 5.06.
|
Insurance
|
ARTICLE VI OPTIONS; PREPAYMENT OF LOAN
|
12
|
||
Section 6.01.
|
Options to Terminate
|
12
|
|
Section 6.02.
|
Option to Prepay Upon Extraordinary Optional Redemption Under Indenture
|
13
|
|
Section 6.03.
|
Actions by Issuer
|
13
|
|
Section 6.04.
|
Release on Exercise of Option to Prepay Loan
|
13
|
|
ARTICLE VII EVENTS OF DEFAULT AND REMEDIES
|
13
|
||
Section 7.01.
|
Events of Default
|
13
|
|
Section 7.02.
|
Remedies on Default
|
14
|
|
Section 7.03.
|
No Remedy Exclusive
|
15
|
|
Section 7.04.
|
Agreement to Pay Fees and Expenses
|
15
|
|
Section 7.05.
|
No Waiver
|
15
|
|
Section 7.06.
|
Notice of Default
|
15
|
|
ARTICLE VIII MISCELLANEOUS
|
15
|
||
Section 8.01.
|
Term of Agreement
|
15
|
|
Section 8.02.
|
Amounts Remaining in Funds
|
16
|
|
Section 8.03.
|
Notices
|
16
|
|
Section 8.04.
|
Extent of Covenants of Issuer; No Personal Liability
|
16
|
|
Section 8.05.
|
Binding Effect
|
16
|
|
Section 8.06.
|
Amendments and Supplements
|
16
|
|
Section 8.07.
|
Execution Counterparts
|
16
|
|
Section 8.08.
|
Severability
|
16
|
|
Section 8.09.
|
Governing Law
|
17
|
|
Section 8.10.
|
Further Assurances and Corrective Instruments
|
17
|
|
Section 8.11.
|
Issuer and Company Representatives
|
17
|
|
Section 8.12.
|
Immunity of Incorporators, Stockholders, Officers and Directors
|
17
|
|
Section 8.13.
|
Section Headings
|
17
|
|
(a)
|
As to the Issuer:
|
|
Indiana Finance Authority
|
|
One North Capitol Avenue, Suite 900
|
|
Indianapolis, IN 46204
|
|
Attention: Public Finance Director
|
|
Facsimile: (317) 232-6786
|
|
(b)
|
As to the Company:
|
|
United States Steel Corporation
|
|
Room 1311
|
|
600 Grant Street
|
|
Pittsburgh, PA 15219-4776
|
|
Attention: Assistant Treasurer-Finance and Risk Management
Facsimile No.: (412) 433-4765
|
|
(c)
|
As to the Trustee:
|
|
The Bank of New York Mellon Trust Company, N.A.
|
|
525 William Penn Place, 38th Floor
|
|
Pittsburgh, PA 15259
|
|
Attention: Corporate Trust Administration
|
|
Facsimile No.: (412) 236-0870
|
INDIANA FINANCE AUTHORITY
|
||
By:
|
/s/ Christopher A. Ruhl
|
|
Christopher A. Ruhl, Chairman
|
||
Attest:
|
||
/s/ Kendra York
|
||
Kendra York, Public Finance Director
|
||
of the State of Indiana
|
||
[SEAL]
|
UNITED STATES STEEL CORPORATION
|
/s/ John J. Quaid
|
By:
|
John J. Quaid
|
Title:
|
VP & Treasurer
|
INDIANA FINANCE AUTHORITY
|
||
By:
|
||
Christopher A. Ruhl, Chairman
|
||
[SEAL]
|
||
Attest:
|
||
Kendra York, Public Finance Director
|
||
of the State of Indiana
|
|
Page
|
||
ARTICLE I
|
||
DEFINITIONS
|
||
Section 1.01.
|
Use of Defined Terms
|
2
|
Section 1.02.
|
Definitions
|
2
|
Section 1.03.
|
Interpretation
|
4
|
Section 1.04.
|
Captions and Headings
|
4
|
ARTICLE II
|
||
REPRESENTATIONS
|
||
Section 2.01.
|
Representations and Covenants of the Issuer
|
4
|
Section 2.02.
|
Representations and Covenants of the Company
|
5
|
ARTICLE III
|
||
COMPLETION OF PROJECT FACILITIES; ISSUANCE OF THE BONDS
|
||
Section 3.01.
|
Completion of Project Facilities
|
6
|
Section 3.02.
|
Issuance of the Bonds; Application of Proceeds
|
6
|
Section 3.03.
|
Company Required to Provide Additional Moneys in Event Moneys Insufficient to Redeem Refunded Bonds
|
7
|
Section 3.04.
|
Investment of Fund Moneys
|
7
|
Section 3.05.
|
Issuer’s Fees
|
7
|
ARTICLE IV
|
||
LOAN BY ISSUER; REPAYMENT OF THE LOAN INCLUDING ADDITIONAL PAYMENTS
|
||
Section 4.01.
|
Loan of Proceeds; Installment Payments
|
8
|
Section 4.02.
|
Additional Payments
|
8
|
Section 4.03.
|
Deposit of Moneys in Bond Fund; Moneys for Purchase and Redemption
|
9
|
Section 4.04.
|
Obligations Unconditional
|
9
|
Section 4.05.
|
Assignment by Company
|
9
|
Section 4.06.
|
Assignment by Issuer
|
10
|
ARTICLE V
|
||
ADDITIONAL AGREEMENTS AND COVENANTS
|
||
Section 5.01.
|
Lease, Sale or Grant of Use by Company
|
10
|
Section 5.02.
|
Indemnification of Issuer and Trustee
|
10
|
Section 5.03.
|
Company Not to Adversely Affect Exclusion From Gross Income of Interest on the Bonds
|
Section 5.04.
|
Company to Maintain its Existence; Mergers or Consolidations
|
12
|
Section 5.05.
|
Reports and Audits
|
12
|
ARTICLE VI
|
||
OPTIONS; PREPAYMENT OF LOAN
|
||
Section 6.01.
|
Options to Terminate
|
12
|
Section 6.02.
|
Option to Prepay Upon Extraordinary Optional Redemption Under the Indenture
|
13
|
Section 6.03.
|
Actions by Issuer
|
13
|
Section 6.04.
|
Release on Exercise of Option to Prepay Loan
|
13
|
ARTICLE VII
|
||
EVENTS OF DEFAULT AND REMEDIES
|
||
Section 7.01.
|
Events of Default
|
13
|
Section 7.02.
|
Remedies on Default
|
14
|
Section 7.03.
|
No Remedy Exclusive
|
15
|
Section 7.04.
|
Agreement to Pay Fees and Expenses
|
15
|
Section 7.05.
|
No Waiver
|
15
|
Section 7.06.
|
Notice of Default
|
15
|
ARTICLE VIII
|
||
MISCELLANEOUS
|
||
Section 8.01.
|
Term of Agreement
|
15
|
Section 8.02.
|
Amounts Remaining in Funds
|
16
|
Section 8.03.
|
Notices
|
16
|
Section 8.04.
|
Extent of Covenants of Issuer; No Personal Liability
|
16
|
Section 8.05.
|
Binding Effect
|
16
|
Section 8.06.
|
Amendments and Supplements
|
16
|
Section 8.07.
|
Execution Counterparts
|
16
|
Section 8.08.
|
Severability
|
16
|
Section 8.09.
|
Governing Law
|
17
|
Section 8.10.
|
Further Assurances and Corrective Instruments
|
17
|
Section 8.11.
|
Issuer and Company Representatives
|
17
|
Section 8.12.
|
Immunity of Incorporators, Stockholders, Officers and Directors
|
17
|
Section 8.13.
|
Section Headings
|
17
|
EXHIBIT A PROJECT FACILITIES
|
ATTEST:
|
ALLEGHENY COUNTY INDUSTRIAL
|
||
DEVELOPMENT AUTHORITY
|
|||
/s/ Victor Diaz
|
|||
Secretary
|
By
|
/s/ James M. Edwards
|
|
|
Chairman
|
||
[SEAL]
|
|||
UNITED STATES STEEL CORPORATION
|
|||
By
|
/s/ John J. Quaid
|
||
Title
|
Vice President & Treasurer
|
1)
|
6–3/4% Bonds, 1979 Series B Due May 1, 2009
|
2)
|
6–3/4% Bonds, 1979 Series A. Due March 1, 2004
|
3)
|
6–7/8% Bonds, 1978 Series B Due July 1, 2008
|
4)
|
5.70% Bonds, 1977 Series B Due August 1, 2007
|
5)
|
6.40% Bonds, 1976 Series A Due April 1, 2001
|
6)
|
5–3/4% Bonds, 1973 Series Due July 1, 1998
|
Approval Dates
|
||||||
Issue
|
Project
|
ACIDA
|
Commerce
|
|||
1) 1973
|
Clairton Biological Water Treatment
|
1/73
|
6/7/73
|
|||
Facilities
|
||||||
2) 1976 A
|
Irvin — Boilers 3, 4, 5, 6 – AQ
|
12/2/75
|
1/14/76
|
|||
Irvin — Boiler 7 – AQC
|
(letter only)
|
|||||
Homestead – Boilers 3, 4
|
||||||
3) 1977 B
|
ET — Blast Furnaces 1, 2, 3, 5 WQC
|
6/22/77
|
6/29/77
|
|||
Water Recycle System
|
||||||
Clairton — No. 2 and Benzene Boiler
|
||||||
House Ash Disposal – WQC
|
||||||
ET — Ingot Mold Foundry – WQC
|
||||||
Water Recycle and Treatment System
|
||||||
Duquesne — Primary Mills, Bar
|
||||||
Mills – WQC
|
||||||
Duquesne Blast Furnaces – WQC
|
||||||
Water Recycle System
|
||||||
ET — 44” Slab Mill – WQC
|
||||||
Water Recycle System
|
||||||
Clairton — No. 21 Combustion Stack
|
||||||
No. 21 Coke Battery – AQC
|
||||||
Homestead — No. 3, 4 Blast
|
7/7/77
|
7/8/77
|
||||
Furnaces – WQC
|
||||||
Water Recycle System
|
||||||
Clairton — Pitch Prill Plants – WQC
|
7/7/77
|
7/8/77
|
||||
Saxonburg – Electrostatic Precipitators
|
||||||
for Sinter Lines No. 2 and 3
|
||||||
4) 1978 B
|
Clairton – Batteries 1, 2, 3 – AQC
|
5/24/78
|
6/9/78
|
|||
Gas cleaning and quench cars
|
||||||
Clairton — Battery 13, 14, 15, 21,
|
||||||
22 – AQC
|
||||||
Pushing Emission Controls
|
||||||
Duquesne National — Iron
|
||||||
Desulfurization Facility – AQC
|
||||||
Dust collection system
|
||||||
Homestead — Plate and Slab Mills – WQC
|
||||||
Water recycle and treatment systems
|
||||||
ET – BOP Shop – WQC
|
2/22/78
|
2/28/78
|
||||
Water recycle and treatment facility
|
||||||
Homestead – Carrie Furnace –
|
||||||
Electrostatic Precipitators for
|
||||||
coal-fired boilers
|
||||||
National Duquesne — BOP Shops –
|
||||||
WQC
|
||||||
Water recycle and treatment facility
|
Clairton — Rolling Mills – WQC
|
||||||
5) 1979 A
|
Clairton — Batteries 19-22
|
1/24/79
|
2/5/79
|
|||
Pushing emission control
|
||||||
Clairton — Batteries 13-15
|
||||||
Pushing emission control and
|
||||||
dust collection system
|
||||||
6) 1979 B
|
Clairton — Batteries 1-3 – AQC
|
3/28/79
|
4/17/79
|
|||
Spare gas cleaning facility
|
||||||
Homestead — Open Hearth – AQC
|
||||||
Caps and precipitator controls
|
||||||
Vandergrift – WQC
|
||||||
Water collection and treatment system
|
||||||
Homestead — Blast Furnaces 7 & 8
|
4/16/79
|
5/9/79
|
||||
WQC
|
||||||
Water recycle and treatment facility
|
||||||
Clairton Batteries 7-9 – AQC
|
4/25/79
|
5/14/79
|
||||
Pushing emission control
|
||||||
ET – BOP shop – AQC
|
||||||
Emission control system
|
||||||
NOTE:
|
||||||
“AQC” means Air Quality Control Facility
|
||||||
“WQC” means Water Quality Control Facility
|
ALLEGHENY COUNTY INDUSTRIAL DEVELOPMENT AUTHORITY
|
|||
By
|
|
||
Chairman
|
|||
(AUTHORITY SEAL)
|
|||
ATTEST:
|
|||
|
|||
Secretary
|
|
Page
|
||
ARTICLE I
|
||
DEFINITIONS
|
||
Section 1.01.
|
Use of Defined Terms
|
2
|
Section 1.02.
|
Definitions
|
2
|
Section 1.03.
|
Interpretation
|
4
|
Section 1.04.
|
Captions and Headings
|
4
|
ARTICLE II
|
||
REPRESENTATIONS
|
||
Section 2.01.
|
Representations and Covenants of Issuer
|
5
|
Section 2.02.
|
Representations and Covenants of Company
|
5
|
ARTICLE III
|
||
COMPLETION OF PROJECT FACILITIES; ISSUANCE OF THE BONDS
|
||
Section 3.01.
|
Completion of Project Facilities
|
6
|
Section 3.02.
|
Issuance of Bonds; Application of Proceeds
|
6
|
Section 3.03.
|
Company Required to Provide Additional Moneys in Event Moneys Insufficient to Redeem Refunded Bonds
|
7
|
Section 3.04.
|
Investment of Fund Moneys
|
7
|
Section 3.05.
|
Issuer’s Fees
|
7
|
ARTICLE IV
|
||
LOAN BY ISSUER; REPAYMENT OF LOAN INCLUDING ADDITIONAL PAYMENTS
|
||
Section 4.01.
|
Loan of Proceeds; Installment Payments
|
8
|
Section 4.02.
|
Additional Payments
|
8
|
Section 4.03.
|
Deposit of Moneys in Bond Fund; Moneys for Purchase and Redemption
|
9
|
Section 4.04.
|
Obligations Unconditional
|
9
|
Section 4.05.
|
Assignment by Company
|
9
|
Section 4.06.
|
Assignment by Issuer
|
10
|
ARTICLE V
|
||
ADDITIONAL AGREEMENTS AND COVENANTS
|
||
Section 5.01.
|
Lease, Sale or Grant of Use by Company
|
10
|
Section 5.02.
|
Indemnification of Issuer and Trustee
|
10
|
Section 5.03.
|
Company Not to Adversely Affect Exclusion from Gross Income of Interest on Bonds
|
11
|
Section 5.04.
|
Company to Maintain its Existence; Mergers or Consolidations
|
12
|
Section 5.05.
|
Reports and Audits
|
12
|
Section 5.06.
|
Insurance
|
12
|
ARTICLE VI
|
||
OPTIONS; PREPAYMENT OF LOAN
|
||
Section 6.01.
|
Options to Terminate
|
12
|
Section 6.02.
|
Option to Prepay Upon Extraordinary Optional Redemption Under Indenture
|
13
|
Actions by Issuer
|
13
|
|
Section 6.04.
|
Release on Exercise of Option To Prepay Loan
|
13
|
ARTICLE VII
|
||
EVENTS OF DEFAULT AND REMEDIES
|
||
Section 7.01.
|
Events of Default
|
13
|
Section 7.02.
|
Remedies on Default
|
14
|
Section 7.03.
|
No Remedy Exclusive
|
14
|
Section 7.04.
|
Agreement to Pay Fees and Expenses
|
15
|
Section 7.05.
|
No Waiver
|
15
|
Section 7.06.
|
Notice of Default
|
15
|
ARTICLE VIII
|
||
MISCELLANEOUS
|
||
Section 8.01.
|
Term of Agreement
|
15
|
Section 8.02.
|
Amounts Remaining in Funds
|
15
|
Section 8.03.
|
Notices
|
16
|
Section 8.04.
|
Extent of Covenants of Issuer; No Personal Liability
|
16
|
Section 8.05.
|
Binding Effect
|
16
|
Section 8.06.
|
Amendments and Supplements
|
16
|
Section 8.07.
|
Execution Counterparts
|
16
|
Section 8.08.
|
Severability
|
16
|
Section 8.09.
|
Governing Law
|
16
|
Section 8.10.
|
Further Assurances and Corrective Instruments
|
16
|
Section 8.11.
|
Issuer and Company Representatives
|
17
|
Section 8.12.
|
Immunity of Incorporators, Stockholders, Officers and Directors
|
17
|
Section 8.13.
|
Section Headings
|
17
|
EXHIBIT A
|
PROJECT FACILITIES
|
BUCKS COUNTY INDUSTRIAL DEVELOPMENT AUTHORITY
|
||
By
|
/s/ Harry W. Fawkes, Sr.
|
|
Name
|
Harry W. Fawkes, Sr.
|
|
Chairman
|
ATTEST:
|
|
/s/ Michael J. Mabin
|
|
Secretary
|
UNITED STATES STEEL CORPORATION
|
||
/s/ John J. Quaid
|
||
By:
|
John J. Quaid
|
|
Title:
|
Vice President and Treasurer
|
1.
|
Fariless Coke Battery Pushing Emission Controls
|
Page
|
||
ARTICLE I. DEFINITIONS
|
2
|
|
Section 1.01
|
Use of Defined Terms
|
2
|
Section 1.02
|
Definitions
|
2
|
Section 1.03
|
Interpretation
|
4
|
Section 1.04
|
Captions and Headings
|
4
|
ARTICLE II. REPRESENTATIONS
|
4
|
|
Section 2.01
|
Representations and Covenants of Issuer
|
4
|
Section 2.02
|
Representations and Covenants of Company
|
5
|
ARTICLE III. COMPLETION OF PROJECT FACILITIES; ISSUANCE OF THE BONDS
|
6
|
|
Section 3.01
|
Completion of Project Facilities
|
6
|
Section 3.02
|
Issuance of Bonds; Application of Proceeds
|
6
|
Section 3.03
|
Company Required to Provide Additional Moneys in Event Moneys Insufficient to Redeem Refunded Bonds
|
7
|
Section 3.04
|
Investment of Fund Moneys
|
7
|
Section 3.05
|
Issuer's Fees
|
8
|
Section 3.06
|
Issuer's Limited Liability
|
8
|
Section 3.07
|
Governmental Regulation
|
8
|
ARTICLE IV. PAYMENTS BY THE COMPANY
|
9
|
|
Section 4.01
|
Installment Payments
|
9
|
Section 4.02
|
Additional Payments
|
9
|
Section 4.03
|
Deposit of Moneys in Bond Fund; Moneys for Purchase and Redemption
|
10
|
Section 4.04
|
Obligations Unconditional
|
10
|
Section 4.05
|
Assignment by Company
|
10
|
Section 4.06
|
Assignment by Issuer
|
11
|
Section 4.07
|
Refunding of Bonds
|
11
|
ARTICLE V. ADDITIONAL AGREEMENTS AND COVENANTS
|
11
|
|
Section 5.01
|
Lease, Sale or Grant of Use by Company
|
11
|
Section 5.02
|
Indemnification of Issuer and Trustee
|
11
|
Section 5.03
|
Company Not to Adversely Affect Exclusion From Gross Income of Interest on Bonds
|
13 |
Section 5.04
|
Company to Maintain its Existence; Mergers or Consolidations
|
14
|
Section 5.05
|
Reports and Audits
|
Section 5.06
|
Insurance
|
14
|
Section 5.07
|
Recordation
|
14
|
Section 5.08
|
Qualification in Texas
|
14
|
ARTICLE VI. OPTIONS; PREPAYMENT OF LOAN
|
15
|
|
Section 6.01
|
Options to Terminate
|
15
|
Section 6.02
|
Option to Prepay Upon Extraordinary Optional Redemption Under Indenture
|
15
|
Section 6.03
|
Actions by Issuer
|
15
|
Section 6.04
|
Release on Exercise of Option to Prepay Loan
|
15
|
ARTICLE VII. EVENTS OF DEFAULT AND REMEDIES
|
15
|
|
Section 7.01
|
Events of Default
|
15
|
Section 7.02
|
Remedies on Default
|
16
|
Section 7.03
|
No Remedy Exclusive
|
17
|
Section 7.04
|
Agreement to Pay Fees and Expenses
|
17
|
Section 7.05
|
No Waiver
|
17
|
Section 7.06
|
Notice of Default
|
17
|
ARTICLE VIII. MISCELLANEOUS
|
17
|
|
Section 8.01
|
Term of Agreement
|
17
|
Section 8.02
|
Amounts Remaining in Funds
|
18
|
Section 8.03
|
Notices
|
18
|
Section 8.04
|
Extent of Covenants of Issuer; No Personal Liability
|
18
|
Section 8.05
|
Binding Effect
|
18
|
Section 8.06
|
Amendments and Supplements
|
18
|
Section 8.07
|
Execution Counterparts
|
18
|
Section 8.08
|
Severability
|
19
|
Section 8.09
|
Governing Law
|
19
|
Section 8.10
|
Further Assurances and Corrective Instruments
|
19
|
Section 8.11
|
Issuer and Company Representatives
|
19
|
Section 8.12
|
Immunity of Incorporators, Stockholders, Officers and Directors
|
19
|
Section 8.13
|
Section Headings
|
19
|
GULF COAST WASTE DISPOSAL AUTHORITY
|
||||
By:
|
/s/ J. M. Schultz
|
|||
Chairman
|
||||
Attest:
|
||||
By:
|
James A. Matthews, Jr.
|
|||
Secretary
|
||||
[SEAL]
|
UNITED STATES STEEL CORPORATION
|
||
By:
|
/s/ John J. Quaid
|
|
Title:
|
Vice President & Treasurer
|
|
|
Page
|
||||
ARTICLE I
|
||||
DEFINITIONS
|
||||
Section 1.01.
|
Use of Defined Terms
|
2
|
||
Section 1.02.
|
Definitions
|
2
|
||
Section 1.03.
|
Interpretation
|
4
|
||
Section 1.04.
|
Captions and Headings
|
4
|
||
ARTICLE II
|
||||
REPRESENTATIONS
|
||||
Section 2.01.
|
Representations and Covenants of Issuer
|
5
|
||
Section 2.02.
|
Representations and Covenants of Company
|
5
|
||
ARTICLE III
|
||||
COMPLETION OF PROJECT FACILITIES; ISSUANCE OF THE BONDS
|
||||
Section 3.01.
|
Completion of Project Facilities
|
6
|
||
Section 3.02.
|
Issuance of Bonds; Application of Proceeds
|
6
|
||
Section 3.03.
|
Company Required to Provide Additional Moneys in Event Moneys Insufficient to Redeem Refunded Bonds
|
7
|
||
Section 3.04.
|
Investment of Fund Moneys
|
7
|
||
Section 3.05.
|
Issuer’s Fees
|
7
|
||
ARTICLE IV
|
||||
LOAN BY ISSUER; REPAYMENT OF LOAN INCLUDING ADDITIONAL PAYMENTS
|
||||
Section 4.01.
|
Loan of Proceeds; Installment Payments
|
8
|
||
Section 4.02.
|
Additional Payments
|
8
|
||
Section 4.03.
|
Deposit of Moneys in Bond Fund; Moneys for Purchase and Redemption
|
9
|
||
Section 4.04.
|
Obligations Unconditional
|
9
|
||
Section 4.05.
|
Assignment by Company
|
9
|
||
Section 4.06.
|
Assignment by Issuer
|
10
|
||
ARTICLE V
|
||||
ADDITIONAL AGREEMENTS AND COVENANTS
|
||||
Section 5.01.
|
[Reserved.]
|
10
|
||
Section 5.02.
|
Indemnification of Issuer and Trustee
|
10
|
||
Section 5.03.
|
Company Not to Adversely Affect Exclusion from Gross Income of Interest on Bonds
|
11
|
||
Section 5.04.
|
Company to Maintain its Existence; Mergers or Consolidations
|
12
|
||
Section 5.05.
|
Operation of Project Facilities
|
12
|
||
Section 5.06.
|
Reports and Audits
|
12
|
||
Section 5.07.
|
Insurance
|
12
|
ARTICLE VI
|
||||
OPTIONS; PREPAYMENT OF LOAN
|
||||
Section 6.01.
|
Options to Terminate
|
13
|
||
Section 6.02.
|
Option to Prepay Upon Extraordinary Optional Redemption Under Indenture
|
13
|
||
Section 6.03.
|
Actions by Issuer
|
13
|
||
Section 6.04.
|
Release on Exercise of Option To Prepay Loan
|
13
|
||
ARTICLE VII
|
||||
EVENTS OF DEFAULT AND REMEDIES
|
||||
Section 7.01.
|
Events of Default
|
13
|
||
Section 7.02.
|
Remedies on Default
|
14
|
||
Section 7.03.
|
No Remedy Exclusive
|
15
|
||
Section 7.04.
|
Agreement to Pay Fees and Expenses
|
15
|
||
Section 7.05.
|
No Waiver
|
15
|
||
Section 7.06.
|
Notice of Default
|
15
|
||
ARTICLE VIII
|
||||
MISCELLANEOUS
|
||||
Section 8.01.
|
Term of Agreement
|
15
|
||
Section 8.02.
|
Amounts Remaining in Funds
|
16
|
||
Section 8.03.
|
Notices
|
16
|
||
Section 8.04.
|
Extent of Covenants of Issuer; No Personal Liability
|
16
|
||
Section 8.05.
|
Binding Effect
|
16
|
||
Section 8.06.
|
Amendments and Supplements
|
16
|
||
Section 8.07.
|
Execution Counterparts
|
17
|
||
Section 8.08.
|
Severability
|
17
|
||
Section 8.09.
|
Governing Law
|
17
|
||
Section 8.10.
|
Further Assurances and Corrective Instruments
|
17
|
||
Section 8.11.
|
Issuer and Company Representatives
|
17
|
||
Section 8.12.
|
Immunity of Incorporators, Stockholders, Officers and Directors
|
17
|
||
Section 8.13.
|
Section Headings
|
17
|
OHIO WATER DEVELOPMENT AUTHORITY
|
|
By:
|
/s/ Steve Grossman
|
Executive Director
|
ATTEST:
|
/s/ Scott L. Campbell
|
Secretary/Treasurer
|
[SEAL]
|
UNITED STATES STEEL CORPORATION
|
|
By:
|
/s/ John J. Quaid
|
Title:
|
Vice President & Treasurer
|
|
Page
|
||||
ARTICLE I
|
||||
DEFINITIONS
|
||||
Section 1.01.
|
Use of Defined Terms
|
2 | ||
Section 1.02.
|
Definitions
|
2 | ||
Section 1.03.
|
Interpretation
|
4 | ||
Section 1.04.
|
Captions and Headings
|
4 | ||
ARTICLE II
|
||||
REPRESENTATIONS
|
||||
Section 2.01.
|
Representations and Covenants of Issuer
|
4 | ||
Section 2.02.
|
Representations and Covenants of Company
|
5 | ||
ARTICLE III
|
||||
COMPLETION OF PROJECT FACILITIES; ISSUANCE OF THE BONDS
|
||||
Section 3.01.
|
Completion of Project Facilities
|
6 | ||
Section 3.02.
|
Issuance of Bonds; Application of Proceeds
|
6 | ||
Section 3.03.
|
Company Required to Provide Additional Moneys in Event Moneys Insufficient to Redeem Refunded Bonds
|
7 | ||
Section 3.04.
|
Investment of Fund Moneys
|
7 | ||
Section 3.05.
|
Issuer’s Fees
|
7 | ||
ARTICLE IV
|
||||
LOAN BY ISSUER; REPAYMENT OF LOAN INCLUDING ADDITIONAL PAYMENTS
|
||||
Section 4.01.
|
Loan of Proceeds; Installment Payments
|
7 | ||
Section 4.02.
|
Additional Payments
|
8 | ||
Section 4.03.
|
Deposit of Moneys in Bond Fund; Moneys for Purchase and Redemption
|
9 | ||
Section 4.04.
|
Obligations Unconditional
|
9 | ||
Section 4.05.
|
Assignment by Company
|
9 | ||
Section 4.06.
|
Assignment by Issuer
|
9 | ||
ARTICLE V
|
||||
ADDITIONAL AGREEMENTS AND COVENANTS
|
||||
Section 5.01.
|
Lease, Sale or Grant of Use by Company
|
10 | ||
Section 5.02.
|
Indemnification of Issuer and Trustee
|
10 | ||
Section 5.03.
|
Company Not to Adversely Affect Exclusion from Gross Income of Interest on Bonds
|
11 | ||
Section 5.04.
|
Company to Maintain its Existence; Mergers or Consolidations
|
11 | ||
Section 5.05.
|
Reports and Audits
|
12 | ||
Section 5.06.
|
Insurance
|
12 |
ARTICLE VI
|
|||||
OPTIONS; PREPAYMENT OF LOAN
|
|||||
Section 6.01.
|
Options to Terminate
|
12 | |||
Section 6.02.
|
Option to Prepay Upon Extraordinary Optional Redemption Under Indenture
|
13 | |||
Section 6.03.
|
Actions by Issuer
|
13 | |||
Section 6.04.
|
Release on Exercise of Option To Prepay Loan
|
13 | |||
ARTICLE VII
|
|||||
EVENTS OF DEFAULT AND REMEDIES
|
|||||
Section 7.01.
|
Events of Default
|
13 | |||
Section 7.02.
|
Remedies on Default
|
14 | |||
Section 7.03.
|
No Remedy Exclusive
|
14 | |||
Section 7.04.
|
Agreement to Pay Fees and Expenses
|
15 | |||
Section 7.05.
|
No Waiver
|
15 | |||
Section 7.06.
|
Notice of Default
|
15 | |||
ARTICLE VIII
|
|||||
MISCELLANEOUS
|
|||||
Section 8.01.
|
Term of Agreement
|
15 | |||
Section 8.02.
|
Amounts Remaining in Funds
|
15 | |||
Section 8.03.
|
Notices
|
15 | |||
Section 8.04.
|
Extent of Covenants of Issuer; No Personal Liability
|
16 | |||
Section 8.05.
|
Binding Effect
|
16 | |||
Section 8.06.
|
Amendments and Supplements
|
16 | |||
Section 8.07.
|
Execution Counterparts
|
16 | |||
Section 8.08.
|
Severability
|
16 | |||
Section 8.09.
|
Governing Law
|
16 | |||
Section 8.10.
|
Further Assurances and Corrective Instruments
|
16 | |||
Section 8.11.
|
Issuer and Company Representatives
|
17 | |||
Section 8.12.
|
Immunity of Incorporators, Stockholders, Officers and Directors
|
17 | |||
Section 8.13.
|
Section Headings
|
17 | |||
EXHIBIT A
|
PROJECT FACILITIES
|
(a)
|
As to the Issuer:
|
(b)
|
As to the Company:
|
(c)
|
As to the Trustee:
|
OHIO AIR QUALITY DEVELOPMENT
AUTHORITY |
||
By:
|
/s/ Todd Nein
|
|
Name:
|
Todd Nein
|
|
Interim Executive Director
|
ATTEST:
|
||||
/s/ Jeff Jacobson
|
|
|||
Secretary-Treasurer
|
UNITED STATES STEEL CORPORATION
|
||
By:
|
/s/ John J. Quaid
|
|
John J. Quaid
|
||
Vice President and Treasurer
|
1.
|
Lorain Air Pollution Control for No. 3 Blast Furnace
|
2.
|
Lorain BOP Shop Emission Controls
|
3.
|
Lorain BOP Desulfurization ACO
|
4.
|
Haverhill Boiler Emission Controls
|
Page
|
||||
ARTICLE I | ||||
DEFINITIONS | ||||
Section 1.01.
|
Use of Defined Terms
|
2
|
||
Section 1.02.
|
Definitions
|
2
|
||
Section 1.03.
|
Interpretation
|
4
|
||
Section 1.04.
|
Captions and Headings
|
4
|
||
ARTICLE II | ||||
REPRESENTATIONS | ||||
Section 2.01.
|
Representations and Covenants of Issuer
|
4
|
||
Section 2.02.
|
Representations and Covenants of Company
|
5
|
||
ARTICLE III | ||||
COMPLETION OF PROJECT FACILITIES; ISSUANCE OF THE BONDS | ||||
Section 3.01.
|
Completion of Project Facilities
|
6
|
||
Section 3.02.
|
Issuance of Bonds; Application of Proceeds
|
6
|
||
Section 3.03.
|
Company Required to Provide Additional Moneys in Event Moneys Insufficient to Redeem Refunded Bonds
|
7
|
||
Section 3.04.
|
Investment of Fund Moneys
|
7
|
||
Section 3.05.
|
Issuer’s Fees
|
7
|
||
ARTICLE IV | ||||
LOAN BY ISSUER; REPAYMENT OF LOAN INCLUDING ADDITIONAL PAYMENTS | ||||
Section 4.01.
|
Loan of Proceeds; Installment Payments
|
8
|
||
Section 4.02.
|
Additional Payments
|
8
|
||
Section 4.03.
|
Deposit of Moneys in Bond Fund; Moneys for Purchase and Redemption
|
9
|
||
Section 4.04.
|
Obligations Unconditional
|
9
|
||
Section 4.05.
|
Assignment by Company
|
9
|
||
Section 4.06.
|
Assignment by Issuer
|
10
|
||
ARTICLE V | ||||
ADDITIONAL AGREEMENTS AND COVENANTS | ||||
Section 5.01.
|
Lease, Sale or Grant of Use by Company
|
10
|
||
Section 5.02.
|
Indemnification of Issuer and Trustee
|
10
|
||
Section 5.03.
|
Company Not to Adversely Affect Exclusion from Gross Income of Interest on Bonds
|
11
|
||
Section 5.04.
|
Company to Maintain its Existence; Mergers or Consolidations
|
12
|
||
Section 5.05.
|
Reports and Audits
|
12
|
||
Section 5.06.
|
Insurance
|
12
|
ARTICLE VI | ||||
OPTIONS; PREPAYMENT OF LOAN | ||||
Section 6.01.
|
Options to Terminate
|
12
|
||
Section 6.02.
|
Option to Prepay Upon Extraordinary Optional Redemption Under Indenture
|
13
|
||
Section 6.03.
|
Actions by Issuer
|
13
|
||
Section 6.04.
|
Release on Exercise of Option To Prepay Loan
|
13
|
||
ARTICLE VII | ||||
EVENTS OF DEFAULT AND REMEDIES | ||||
Section 7.01.
|
Events of Default
|
13
|
||
Section 7.02.
|
Remedies on Default
|
14
|
||
Section 7.03.
|
No Remedy Exclusive
|
15
|
||
Section 7.04.
|
Agreement to Pay Fees and Expenses
|
15
|
||
Section 7.05.
|
No Waiver
|
15
|
||
Section 7.06.
|
Notice of Default
|
15
|
||
ARTICLE VIII | ||||
MISCELLANEOUS | ||||
Section 8.01.
|
Term of Agreement
|
15
|
||
Section 8.02.
|
Amounts Remaining in Funds
|
16
|
||
Section 8.03.
|
Notices
|
16
|
||
Section 8.04.
|
Extent of Covenants of Issuer; No Personal Liability
|
16
|
||
Section 8.05.
|
Binding Effect
|
16
|
||
Section 8.06.
|
Amendments and Supplements
|
16
|
||
Section 8.07.
|
Execution Counterparts
|
16
|
||
Section 8.08.
|
Severability
|
16
|
||
Section 8.09.
|
Governing Law
|
17
|
||
Section 8.10.
|
Further Assurances and Corrective Instruments
|
17
|
||
Section 8.11.
|
Issuer and Company Representatives
|
17
|
||
Section 8.12.
|
Immunity of Incorporators, Stockholders, Officers and Directors
|
17
|
||
Section 8.13.
|
Section Headings
|
17
|
||
EXHIBIT A PROJECT FACILITIES |
THE INDUSTRIAL DEVELOPMENT
BOARD OF THE CITY OF FAIRFIELD
(ALABAMA)
|
||
By:
|
/s/ Bobby Palmore
|
|
Name:
|
Bobby Palmore
|
|
Chairman
|
ATTEST:
|
|
Otis Smith
|
|
Secretary
|
UNITED STATES STEEL CORPORATION
|
||
By:
|
/s/ John J. Quaid
|
|
John J. Quaid
|
||
Vice President and Treasurer
|
1.
|
Air Pollution Control for No. 8 Blast Furnace
|
2.
|
Concord Mining Preparation Plant Installed WOC Facilities
|
|
(a)
|
Extension of hoods over existing discharge chutes to collect the dust caused by hot sinter dropping onto the chutes and also upon impact at the discharge of the railroad car; and
|
|
(b)
|
A fabric filter dust collector and duct system for the hot-line conveyors to pick up the dust generated at the conveyors, the oscillating conveyors and vibrating fees.
|
|
(a)
|
the dismantling of the present dust collector, and the replacement thereof with a new fabric filter type dust collector and duct system; and
|
|
(b)
|
a fabric filter type dust collector and duct system in the area of the cooler discharge.
|
|
(3)
|
New water cooled doors for the “C,” “X” and “U” Q-Bop Furnaces, and the modifications of air seals and furnace enclosures.
|
|
(4)
|
The following portions of a pushing emission control system for No. 9 Coke Oven Battery:
|
|
(a)
|
two (2) new single spot (hooded) quench cars;
|
|
(b)
|
a fume collection duct with mechanical gates to transport fume from coke guide hood and quench car to a new fabric filter type gas cleaner located at one end of the battery; and
|
|
(c)
|
modifications to the coal charging cars on No. 9 Coke Oven Battery to control emissions during charging.
|
|
(5)
|
A new pumping station necessary piping for No. 2 Coke Battery to convey the blow-down waster water from the coal preheat scrubbers and coal charging scrubbers to the existing biological waste water treatment facility for treatment prior to discharge.
|
|
(6)
|
An evacuated hot car system for the No. 2 coke oven battery, said system to consist principally of a special quench car, propulsion unit, gas cleaning system and an enclosed coke guide.
|
|
(7)
|
Air quality control facilities for the No. 4 sinter line, said facilities to consist principally of a new section for an existing electrostatic precipitator, new inlet breeching and certain auxiliary equipment.
|