Exhibit 10.2
EXECUTION COPY
SECOND AMENDMENT TO THE PURCHASE AND SALE AGREEMENT
THIS SECOND AMENDMENT TO THE PURCHASE AND SALE AGREEMENT, dated as of June
12, 2009 (this "Amendment"), is entered into by and among UNITED STATES STEEL
CORPORATION (as successor to United States Steel LLC ("USS")), a Delaware
corporation, as initial Servicer (in such capacity, the "Servicer") and as an
Originator (in such capacity, the "Originator") and U. S. STEEL RECEIVABLES LLC,
a Delaware limited liability company (the "Company"), as purchaser and
contributee. Capitalized terms used and not otherwise defined herein are used
as defined in the Agreement (as defined below).
WHEREAS, the parties hereto are parties to the Purchase and Sale Agreement
dated as of November 28, 2001 (as amended, restated, supplemented or otherwise
modified through the date hereof, the "Agreement").
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. Amendment. The Agreement is hereby amended by inserting, in
the appropriate order, the following new Section 5.18:
5.18 Ordinary Course of Business. Each remittance of Collections by or on
behalf of such Originator to the Company under this Agreement will have
been (i) in payment of a debt incurred by such Originator in the ordinary
course of business or financial affairs of such Originator and (ii) made in
the ordinary course of business or financial affairs of such Originator.
SECTION 2. Representations and Warranties. Each of the Originator, the
Servicer and the Company hereby represents and warrants that:
(a) Representations and Warranties. Each representation and warranty
made by it in the Agreement and in the other Transaction Documents to which
it is a party are true and correct as of the date hereof (unless stated to
relate solely to an earlier date, in which case such representations and
warranties were true and correct and correct as of such earlier date).
(b) Enforceability. The execution and delivery by such Person of
this Amendment, and the performance of each of its obligations under this
Amendment and the Agreement, as amended hereby, are within each of its
corporate powers and have been duly authorized by all necessary corporate
action on its part. This Amendment and the Agreement, as amended hereby,
are such Person's valid and legally binding obligations, enforceable in
accordance with its terms.
(c) No Default. Both before and immediately after giving effect to
this Amendment and the transactions contemplated hereby, no Purchase and
Sale Termination Event or Unmatured Purchase and Sale Termination Event
exists or shall exist.
SECTION 3. Agreement in Full Force and Effect as Amended.
All provisions of the Agreement, as specifically amended hereby, shall
remain in full force and effect. After this Amendment becomes effective, all
references to the Agreement in the Agreement or any other Transaction Document
shall be deemed references to the Agreement as amended by this Amendment. This
Amendment shall not constitute a novation of the Agreement, but shall constitute
an amendment thereof. The parties hereto agree to be bound by the terms and
conditions of the Agreement, as amended by this Amendment, as though such terms
and conditions were set forth herein.
SECTION 4. Miscellaneous.
A. This Amendment may be executed in any number of counterparts, and
by the different parties hereto on the same or separate counterparts, each of
which when so executed and delivered shall be deemed to be an original
instrument but all of which together shall constitute one and the same
agreement. Delivery by facsimile or email of an executed signature page of this
Amendment shall be effective as delivery of an executed counterpart hereof.
The effectiveness of this Amendment is subject to the condition precedent that
the Collateral Agent and the Funding Agents shall have received counterparts
of this Amendment, duly executed by all parties hereto.
B. The descriptive headings of the various sections of this Amendment are
inserted for convenience of reference only and shall not be deemed to affect the
meaning or construction of any of the provisions hereof.
C. This Amendment may not be amended or otherwise modified except as
provided in the Agreement.
D. None of the parties hereto does waive nor has waived, and each hereby
expressly reserves, its right at any time to take any and all actions, and to
exercise any and all remedies, authorized or permitted under the Agreement, as
amended, or any of the other Transaction Documents, or available at law or
equity or otherwise.
E. Any provision in this Amendment which is prohibited or unenforceable
in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent
of such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.
F. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER
THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK (INCLUDING, WITHOUT LIMITATION, SECTIONS
5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATION LAW).
[Signature Pages Follow]
IN WITNESS WHEREOF, the parties have caused this Amendment to be executed
by their respective officers thereunto duly authorized, as of the date first
above written.
UNITED STATES STEEL CORPORATION,
as Servicer and Originator
By: /s/ Larry T. Brockway
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Name: Larry T. Brockway
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Title: VP & Treasurer
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U. S. STEEL RECEIVABLES LLC
By: /s/ Larry T. Brockway
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Name: Larry T. Brockway
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Title: Vice President
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CONSENTED TO AND AGREED:
THE BANK OF NOVA SCOTIA,
as a Funding Agent
By: /s/ Darren Ward
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Name: Darren Ward
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Title: Director
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PNC BANK, NATIONAL ASSOCIATION,
as a Funding Agent
By: /s/ William P. Falcon
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Name: William P. Falcon
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Title: Vice President
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