Exhibit 10.1
Execution Copy
SEVENTH AMENDMENT TO THE
AMENDED
AND RESTATED RECEIVABLES
PURCHASE AGREEMENT
THIS SEVENTH AMENDMENT TO THE
AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT, dated as of
November 23, 2005 (this “ Amendment ”), is
entered into by and among U.S. STEEL RECEIVABLES LLC, a Delaware
limited liability company, as Seller (the “ Seller
”), UNITED STATES STEEL CORPORATION (formerly known as United
States Steel LLC, in its individual capacity “ USS
”), a Delaware corporation as initial Servicer (in such
capacity, together with its successors and permitted assigns in
such capacity, the “ Servicer ”), each FUNDING
AGENT listed on the signature pages hereto on behalf of their
respective CP Conduit Purchasers and Committed Purchasers
(collectively, the “ Funding Agents ”) and THE
BANK OF NOVA SCOTIA, a Canadian chartered bank acting through its
New York Agency, as Collateral Agent for the CP Conduit Purchasers
and Committed Purchasers (in such capacity, together with its
successors and assigns in such capacity, the “ Collateral
Agent ”). Capitalized terms used and not otherwise
defined herein are used as defined in the Amended and Restated
Receivables Purchase Agreement, dated as of November 28, 2001
(as amended or otherwise modified through the date hereof, the
“ Agreement ”), among the Seller, the Servicer,
the CP Conduit Purchasers from time to time party thereto, the
Committed Purchasers from time to time party thereto, the Funding
Agents and the Collateral Agent.
WHEREAS, the parties hereto desire
to amend the Agreement in certain respects as provided
herein.
NOW THEREFORE, in consideration of
the premises and other material covenants contained herein, the
parties hereto agree as follows:
SECTION 1. Amendments
.
1.1 The definition of “Joint
Venture Obligor Percentage” in Exhibit I to the Agreement is
hereby deleted in its entirety.
1.2 The definition of “Loss
Reserve Percentage” in Exhibit I to the Agreement is hereby
amended and restated in its entirety to read as follows:
““ Loss Reserve
Percentage ” means, on any date, the greater of:
(a) 12%, and (b) (i) the product of (x) the
Reserve Adjustment Factor times the highest average of the Default
Ratios for any three consecutive calendar months during the twelve
most recent calendar months multiplied by (y) the aggregate
amount of Receivables generated by the Originators during
(A) if, pursuant to Section 2(j) of Exhibit
IV to the Agreement, the Servicer is only required to provide a
Monthly Report, the five most recent calendar months, (B) if,
pursuant to Section 2(j) of Exhibit IV to the
Agreement, the Servicer is required to provide a Weekly Report, the
sum of the four most recent calendar months, plus 0.25, times the
fifth most recent calendar month and (C) if, pursuant to
Section 2(j) of Exhibit IV to the Agreement, the
Servicer is required to provide a Daily Report, the four most
recent calendar months divided by (ii) the Net Receivables
Pool Balance on such date.”
1.3 Paragraph (g) in Exhibit V
to the Agreement is hereby amended and restated in its entirety to
read as follows:
“(g) (i) the
(A) Default Ratio shall exceed 4.0%, (B) the Dilution
Ratio shall exceed 6.0%, or (C) the Delinquency Ratio shall
exceed 6.0% or (ii) the average for three consecutive calendar
months of: (A) the Default Ratio shall exceed 3.0%,
(B) the Dilution Ratio shall exceed 5.0%, or (C) the
Delinquency Ratio shall exceed 5.0%;”
1.4 Schedule IV to the Agreement is
hereby amended and restated in its entirety in the form of Exhibit
A attached hereto.
SECTION 2. Agreement in Full
Force and Effect as Amended .
Except as specifically amended
hereby, the Agreement shall remain in full force and effect. All
references to the Agreement shall be deemed to mean the
A
