United States Steel Corporation 600 Grant Street Pittsburgh, PA 15219 U. S. Steel Receivables LLC 600 Grant Street Pittsburgh, PA 15219

Exhibit 10.2

 

United States Steel Corporation

600Grant Street

Pittsburgh, PA 15219

 

U. S. Steel Receivables LLC

600 GrantStreet

Pittsburgh, PA 15219

April 10, 2006

 

The Bank of Nova Scotia

One Liberty Plaza

New York, New York 10006

Attention: Darren Ward

 

JPMorgan Chase Bank, N.A.

Asset Finance Group

270 Park Avenue

New York, NY 10017

Attention: Mark J. Connor

Liberty Street Funding Corp.

c/o Global SecuritizationServices, LLC

114 West 47th Street

New York, New York 10036

Attention:Andrew L. Stidd

 

JPMorgan Chase Bank, N.A.

450 West 33rd Street

15th Floor

New York, New York10001

Attention: Quintanna Parsons-Perry

 

Re: Amended and Restated Receivables Purchase Agreement dated as of November 28, 2001 among U.S. Steel Receivables LLC as Seller (the “Seller”), United States SteelCorporation (formerly United States Steel, LLC), as initial Servicer (the “Servicer”), the persons party thereto as CP Conduit Purchasers, Committed Purchasers and Funding Agents and The Bank of Nova Scotia as Collateral Agent (the“Collateral Agent”) (as amended, supplemented or otherwise modified from time to time and in effect, the “RPA”)

Ladies and Gentlemen:

It is our understanding that following receipt of each acceptance from the Collateral Agent, theFunding Agents and the Purchasers in the form attached hereto as Exhibit A (each, an “Acceptance”), the Seller and the Servicer shall be permitted to exclude all the Receivables (“Excluded Receivables”) owed by the ExcludedObligor that is described in each Acceptance (each, an “Excluded Obligor”) from the calculations of the Default Ratio, Delinquency Ratio and Dilution Ratio performed under the RPA. From and after the date of each Exclusion Notice deliveredunder the related Acceptance, it is also our mutual understanding that Excluded Receivables are not Eligible Receivables, but remain Receivables. Each of the parties hereto shall confirm this understanding by executing this letter in the spaceprovided and returning a copy of that acknowledgement to the Servicer and the Collateral Agent.

Capitalized terms used inthis letter that are not otherwise defined have the meanings ascribed to them in the RPA.


Please telephone the undersigned if you have any questions or concerns with respect to this matter.

Thank you.

Accepted and Agreed:

 

U. S. STEEL RECEIVABLES LLC    UNITED STATES STEEL CORPORATION, as Servicer
By:  

/s/ L. T. Brockway

   By:  

/s/ L. T. Brockway

  L. T. Brockway      L. T. Brockway
  Vice President      Vice President & Treasurer

Accepted and agreed:

    
Collateral Agent, Funding Agents and Purchasers:   
THE BANK OF NOVA SCOTIA, as a Committed Purchaser for Liberty Street Funding Corp., as Funding Agent for Liberty Street Funding Corp. and The Bank of Nova Scotia, as Purchasers andas Collateral Agent   

LIBERTY STREET FUNDING CORP.,

as a CPConduit Purchaser

By:  

/s/ Norman Last

   By:  

/s/ Bernard J. Angelo

Name:   Norman Last    Name:   Bernard J. Angelo
Title:   Managing Director    Title:   Vice President
JPMORGAN CHASE BANK, N.A., as a Committed Purchaser for Park Avenue Receivables Company, LLC and as Funding Agent for Park Avenue Receivables Company, LLC and JPMorgan Chase Bank,N.A., as Purchasers   

PARK AVENUE RECEIVABLES COMPANY, LLC,

as aCP Conduit Purchaser

 

BY: JPMORGAN CHASE BANK, N.A.,

as attorney-in-fact

By:  

/s/ Leo Loughead

   By:  

/s/ Leo Loughead

Name:   Leo Loughead    Name:   Leo Loughead
Title:   Managing Director    Title:   Managing Director

 

2


United States Steel Corporation

600Grant Street

Pittsburgh, PA 15219

 

U. S. Steel Receivables LLC

600 GrantStreet

Pittsburgh, PA 15219

AGREEMENT TO EXCLUDE RECEIVABLES

April [    ], 2006

 

The Bank of Nova Scotia

One Liberty Plaza

New York, New York 10006

Attention: Darren Ward

 

JPMorgan Chase Bank, N.A.

Asset Finance Group

270 Park Avenue

New York, NY 10017

Attention: Mark J. Connor

Liberty Street Funding Corp.

c/o Global SecuritizationServices, LLC

114 West 47th Street

New York, New York 10036

Attention:Andrew L. Stidd

 

JPMorgan Chase Bank, N.A.

450 West 33rd Street

15th Floor New York,

New York10001

Attention: Quintanna Parsons-Perry

 

Re: Acceptance Letter regarding the Amended and Restated Receivables Purchase Agreement dated as of November 28, 2001 among U.S. Steel Receivables LLC as Seller (the“Seller”), United States Steel Corporation (formerly United States Steel, LLC), as initial Servicer (the “Servicer”), the persons party thereto as CP Conduit Purchasers, Committed Purchasers and Funding Agents and The Bank ofNova Scotia as Collateral Agent (the “Collateral Agent”) (as amended, supplemented or otherwise modified from time to time and in effect, the “RPA”)

Ladies and Gentlemen:

This is a requestfrom the Seller and the Servicer pursuant to the Letter Agreement dated April 10, 2006 (the “Letter Agreement”) regarding the exclusion of certain Receivables from the calculations of the Default Ratio, Delinquency Ratio and DilutionRatio performed under the RPA. The Seller and the Servicer request that the Collateral Agent, Funding Agents and Purchasers permit the Seller and the Servicer to exclude all Receivables owed to any Originator or the Seller by [Insert full name ofObligor] (the “Excluded Obligor”) from such calculations.

Each of the Seller and the Servicer, each for itself only, hereby (A) representsand warrants that, immediately prior to and immediately after giving effect to the transactions contemplated by this letter each of the representations, warranties, covenants and agreements made by it under each of the Transaction Documents to whichit is a party are true and correct as of the date hereof and no Unmatured Event of Termination or Event of Termination exists or will exist and (B) agrees to provide (or to cause to be provided) to the Collateral Agent and each Funding Agent, acopy of all documents, agreements, instruments, certificates or other reports, records or receipts and to make any reasonable adjustments to any reports delivered or to be delivered under the RPA, if any, relating to the subject matter hereof, asthe Collateral Agent or any Funding Agent may reasonably request.

Each of the Seller and the Servicer understands and acknowledges that each of theCollateral Agent, Funding Agents and Purchasers are entering into the transactions

EXHIBIT A


contemplated by this letter on the express understanding with each of the other parties hereto that, in entering intothis letter, it is not establishing any course of dealing with any such Person. Each of the Collateral Agent’s, the Funding Agents’ and the Purchasers’ rights to require strict performance with each of the terms and conditions of theRPA and each other Transaction Document shall not in any way be impaired or affected by the execution hereof, except to the extent expressly set forth herein. None of the Collateral Agent, Funding Agents or Purchasers shall be obligated in anymanner to execute any future amendments, waivers, letters, agreements, documents or other instruments and if any such amendment, waiver, letter, agreement, document or other instrument is requested in the future, assuming the terms and conditionsthereof are otherwise satisfactory to it, each such Person may, in connection with considering whether or not to agree, consent or acknowledge the terms of any such amendment, wavier, letter, agreement, document or other instrument, require theSeller and/or the Servicer to prepare and deliver (or cause to be prepared and delivered) such other reports, historical data or other information in order to determine, in its sole discretion, whether or not to agree, consent or acknowledge theterm and conditions thereof.

We ask that each of the Collateral Agent, Funding Agents and Purchasers grant this request by executing this letter in thespace provided and returning a copy to the Servicer. The Servicer shall notify each of the Collateral Agent, the Funding Agents and the Purchasers in writing prior to designating all the Receivables from the Excluded Obligor as Excluded Receivablesusing a notice in the form attached hereto as Exhibit 1 (the “Exclusion Notice”). From and after the date of the Exclusion Notice, neither the Seller nor the Servicer shall without the prior written consent of each of the Collateral Agent,the Funding Agents and the Purchasers include any Excluded Receivables in any of the calculations of the Default Ratio, Delinquency Ratio or Dilution Ratio under the RPA.

Capitalized terms used in this letter that are not otherwise defined have the meanings ascribed to them in the Letter Agreement and the RPA.

Accepted and Agreed:

 

U. S. STEEL RECEIVABLES LLC    UNITED STATES STEEL CORPORATION,
as Servicer
By:  

 

   By:  

 

  L. T. Brockway      L. T. Brockway
  Vice President      Vice President & Treasurer

 

2


Accepted and Agreed:

 

Collateral Agent, Funding Agents and Purchasers:     
THE BANK OF NOVA SCOTIA, as a Committed Purchaser for Liberty Street Funding Corp., as Funding Agent for Liberty Street Funding Corp. and The Bank of Nova Scotia, as Purchasers andas Collateral Agent   

LIBERTY STREET FUNDING CORP.,

as a CPConduit Purchaser

By:  

 

   By:  

 

Name:  

 

   Name:  

 

Title:  

 

   Title:  

 

JPMORGAN CHASE BANK, N.A., as a Committed Purchaser for Park Avenue Receivables Company, LLC and as Funding Agent for Park Avenue Receivables Company, LLC and JPMorgan Chase Bank,N.A., as Purchasers   

PARK AVENUE RECEIVABLES COMPANY, LLC,

as aCP Conduit Purchaser

 

BY: JPMORGAN CHASE BANK, N.A.,

as attorney-in-fact

By:  

 

   By:  

 

Name:  

 

   Name:  

 

Title:  

 

   Title:  

 

 

3


United States Steel Corporation

600Grant Street

Pittsburgh, PA 15219

 

U. S. Steel Receivables LLC

600 GrantStreet

Pittsburgh, PA 15219

NOTICE OF EXCLUSION OF RECEIVABLES

[            ], 200  _

 

The Bank of Nova Scotia

One Liberty Plaza

New York, New York 10006

Attention: Darren Ward

 

JPMorgan Chase Bank, N.A.

Asset Finance Group

270 Park Avenue

New York, NY 10017

Attention: Mark J. Connor

Liberty Street Funding Corp.

c/o Global SecuritizationServices, LLC

114 West 47th Street

New York, New York 10036

Attention:Andrew L. Stidd

 

JPMorgan Chase Bank, N.A.

450 West 33rd Street

15th Floor

New York, New York10001

Attention: Quintanna Parsons-Perry

 

Re: Acceptance Letter dated April 10, 2006 and Exclusion Agreement dated xx, 20XX regarding the Amended and Restated Receivables Purchase Agreement dated as of November 28,2001 among U.S. Steel Receivables LLC as Seller (the “Seller”), United States Steel Corporation (formerly United States Steel, LLC), as initial Servicer (the “Servicer”), the persons party thereto as CP Conduit Purchasers,Committed Purchasers and Funding Agents and The Bank of Nova Scotia as Collateral Agent (the “Collateral Agent”) (as amended, supplemented or otherwise modified from time to time and in effect, the “RPA”)

Ladies and Gentlemen:

This is a notice from the Seller and the Servicer pursuant to letter agreement dated                     ,20     granting the request of the Seller and the Servicer to exclude the Receivables of [Insert name of Obligor] (the “Exclusion Agreement”). Accordingly, please be advised that following the date of thisnotice, the Receivables owed by the Excluded Obligor shall be excluded from the calculations of the Default Ratio, Delinquency Ratio and Dilution Ratio performed under the RPA.

Each of the Seller and the Servicer, each for itself only, hereby (A) represents and warrants that [except for the existence of the Unmatured Termination Event that is caused by including the Receivables owed bythe Excluded Obligor in the calculations of the Default Ratio, Delinquency Ratio and Dilution Ratio1], immediatelyprior to and immediately after giving effect to the transactions contemplated by this letter (i) each of the representations, warranties, covenants and agreements made by it under each of the Transaction Documents to which it is a party aretrue and correct as of the date hereof and (ii) no Unmatured Event of Termination or Event of Termination exists or will exist, and (B) agrees to provide (or to cause to be provided) to the Collateral Agent and each Funding Agent, a copyof all documents, agreements, instruments, certificates or

 


1 Insert if necessary.

EXHIBIT 1


other reports, records or receipts and to make any reasonable adjustments to any reports delivered or to be deliveredunder the RPA, if any, relating to the subject matter hereof, as the Collateral Agent or any Funding Agent may reasonably request.

We acknowledge thatneither the Seller nor Servicer shall, without the prior written consent of each of the Collateral Agent, the Funding Agents and the Purchasers include any Excluded Receivables in any of the calculations of the Default Ratio, Delinquency Ratio orDilution Ratio under the RPA.

Capitalized terms used in this letter that are not otherwise defined have the meanings ascribed to them in the ExclusionAgreement and the RPA.

Accepted and Agreed:

 

U. S. STEEL RECEIVABLES LLC   

UNITED STATES STEEL CORPORATION,

asServicer

By:  

 

   By:  

 

  L. T. Brockway      L. T. Brockway
  Vice President      Vice President & Treasurer

 

2