Exhibit 10.1
LOAN AGREEMENT
between
ALLEGHENY COUNTY INDUSTRIAL DEVELOPMENT AUTHORITY
and
UNITED STATES STEEL CORPORATION
$129,145,000
Allegheny County Industrial Development Authority
Environmental Improvement Revenue Bonds
(United States Steel Corporation Project)
Refunding Series of 2009
Dated as of November 1, 2009
TABLE OF CONTENTS
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 6
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 7
Section 4.02. Additional Payments 8
Section 4.03. Deposit of Moneys in Bond Fund; Moneys for
Purchase and Redemption 8
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 the Bonds 11
Section 5.04. Company to Maintain its Existence; Mergers or
Consolidations 11
Section 5.05. Reports and Audits 11
Section 5.06. Insurance 11
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 12
Section 6.03. Actions by Issuer 12
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 13
Section 7.03. No Remedy Exclusive 14
Section 7.04. Agreement to Pay Fees and Expenses 14
Section 7.05. No Waiver 14
Section 7.06. Notice of Default 14
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 15
Section 8.05. Binding Effect 15
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 16
Section 8.12. Immunity of Incorporators, Stockholders,
Officers and Directors 16
Section 8.13. Section Headings 17
EXHIBIT A PROJECT FACILITIES
APPENDIX A NONDISCRIMINATION/SEXUAL HARRASSMENT CLAUSE
LOAN AGREEMENT
THIS LOAN AGREEMENT made and entered into as of November 1, 2009, by and
between the ALLEGHENY COUNTY INDUSTRIAL DEVELOPMENT AUTHORITY (the "Issuer"), a
body corporate and politic and a public instrumentality of the Commonwealth of
Pennsylvania (the "State"), duly incorporated and validly existing under and by
virtue of the Economic Development Financing Law, Act of August 23, 1976,
P.L. 251, as amended (the "Act"), and UNITED STATES STEEL CORPORATION, a
corporation duly organized and existing under and pursuant to the laws of the
State of Delaware, and duly qualified to own property and transact business in
the State (the "Company"), under the following circumstances summarized in the
following recitals (capitalized terms not defined in the recitals being used
therein as defined in Article I):
WHEREAS, by virtue of the Act, the Issuer is authorized to enter into this
Agreement and to do or cause to be done all the acts and things herein or in the
Indenture (as hereinafter defined) provided or required to be done by it, to
issue the Bonds, as defined herein, and to loan the proceeds of such Bonds to
the Company (which had assumed the obligation for the Refunded Bonds from
Marathon Oil Corporation, formerly known as USX Corporation and the successor by
merger to the previously existing USX Corporation), for the purpose of refunding
the Issuer's outstanding (i) $36,515,000 Environmental Improvement Revenue Bonds
(USX Corporation Projects) Refunding Series of 1996 (the "1996 Bonds"),
(ii) $33,030,000 Environmental Improvement Revenue Bonds (USX Corporation
Projects) Refunding Series of 1998 (the "1998A Bonds") and (iii) $59,600,000
Environmental Improvement Revenue Bonds (USX Corporation Project) Second
Refunding Series of 1998 (the "1998B Bonds," and, collectively with the
1996 Bonds and the 1998A Bonds, the "Refunded Bonds"), which Refunded Bonds had
been issued to refund a total of seven prior issues (the "Prior Bonds") of the
Issuer's bonds, the proceeds of which were used to finance the acquisition,
construction, equipping and installation of the Project Facilities in order to
better ensure compliance with environmental standards, and which financings have
and will promote the economic welfare of the citizens of the State; and
WHEREAS, the Issuer has determined to issue and sell its Bonds in the
aggregate principal amount of $129,145,000, pursuant to the terms of a Trust
Indenture (the "Indenture") dated as of November 1, 2009, from the Issuer to The
Bank of New York Mellon Trust Company, N.A., as trustee (the "Trustee"), for the
purposes heretofore described and to enter into this Agreement and secure the
Bonds by the pledge and assignment of Installment Payments to be made hereunder;
and
WHEREAS, the Company has also agreed under this Agreement to pay, or cause
to be paid, when due certain expenses and other costs incurred by the Issuer and
the Trustee in connection with this Agreement and the issuance of the Bonds; and
WHEREAS, the Bonds are limited obligations of the Issuer payable solely
from the Pledged Receipts, as defined in the Indenture, as hereinafter defined,
and neither the principal of the Bonds, nor the interest accruing thereon, shall
ever constitute a general indebtedness of the Issuer or an indebtedness of the
State or any political subdivision or instrumentality thereof, including the
County of Allegheny, within the meaning of any constitutional or statutory
provision whatsoever or shall ever constitute or give rise to a pecuniary
liability of the State or any political subdivision or instrumentality thereof,
including the County of Allegheny, nor will the Bonds be, or be deemed to be, an
obligation of the State or any political subdivision or instrumentality thereof,
including the County of Allegheny; and
WHEREAS, all acts and things have been done and performed which are
necessary to make the Bonds, when executed and delivered by the Issuer, the
legal, valid and binding limited obligations of the Issuer in accordance with
the terms thereof.
NOW, THEREFORE, for and in consideration of the premises, the respective
representations and agreements contained herein, and other good and valuable
consideration, the receipt and sufficiency of which are hereby mutually
acknowledged, the parties hereto, recognizing that under the Act this Agreement
shall not in any way obligate the State or any agency or political subdivision
thereof, including, without limitation, the Issuer, to raise any money by
taxation or use other public moneys for any purpose in relation to the Project
or Project Facilities and that neither the State nor any agency or political
subdivision thereof, including, without limitation, the Issuer, shall pay or
promise to pay any debt or meet any financial obligation to any Person at any
time in relation to the Project or the Project Facilities, except from moneys
received or to be received under the provisions of this Agreement or derived
from the exercise of the rights of the Issuer hereunder, agree as follows:
ARTICLE I
DEFINITIONS
SECTION 1.01. Use of Defined Terms. In addition to the words and terms
defined elsewhere in this Agreement, or by reference to another document, the
words and terms set forth in Section 1.02 shall have the meanings set forth
therein unless the content or use clearly indicates another meaning or intent.
In addition, all capitalized terms used herein and not otherwise defined
shall have the meanings set forth in the Indenture.
Section 1.02. Definitions. The following terms shall have the following
meanings:
"Additional Payments" means payments due hereunder in addition to the
Installment Payments.
"Agreement" means this Loan Agreement as amended or supplemented from time
to time.
"Bonds" means the Issuer's $129,145,000 Environmental Improvement Revenue
Bonds (United States Steel Corporation Project) Refunding Series of 2009.
"Event of Default" means any of the events described as an Event of Default
in Section 7.01.
"Indenture" has the meaning set forth in the recitals to this Agreement.
"Issuer" has the meaning set forth in the first paragraph of this
Agreement.
"Loan" means the loan of Bond proceeds from the Issuer to the Company as
provided in Section 4.01.
"Notice Address" means:
(a) As to the Issuer:
Allegheny County Industrial Development Authority
Suite 800
425 Sixth Avenue
Pittsburgh, PA 15219-1819
Attention: Manager
Facsimile No.: (412) 642-2217
(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
7th Floor
Pittsburgh, PA 15259
Attention: Corporate Trust Administration
Facsimile No.: (412) 236-0870
or such additional or different address, notice of which is given under
Section 8.03.
"Person" or words importing persons mean any individual, corporation,
partnership, joint venture, association, joint-stock company, trust,
unincorporated organization or government or any agency or political subdivision
thereof.
"Project" means the refinancing of the cost of the Project Facilities
through the current refunding of the Refunded Bonds, as defined in the recitals
to this Agreement.
"Project Facilities" means, generally, the pollution control facilities
financed from the proceeds of earlier issues of the Issuer's bonds that were
refunded from the proceeds of the Refunded Bonds, as such Project Facilities are
defined in the recitals to this Agreement and listed and described in Exhibit A
hereto, and may also be limited, when appropriate in the context, to those
specific capital assets and equipment remaining in the ownership of the Company
and in the physical state, condition and manner of operation existing on the
date of issuance of the Bonds.
"Refunded Bonds Trustee" means The Bank of New York Mellon Trust
Company, N.A., in its capacity as trustee or successor trustee for each issue of
the Refunded Bonds.
All other terms used in this Agreement that are defined in the Indenture
have the same meanings assigned them in the Indenture unless the context clearly
requires otherwise.
Section 1.03. Interpretation. Unless the context clearly indicates
otherwise, the capitalized terms defined in this Article I and in the Indenture,
for all purposes of this Agreement and all agreements supplemental hereto, have
the meanings hereby ascribed to them. Such terms, together with all other
provisions of this Agreement, shall be read and understood in a manner
consistent with the provisions of the Act. Words or phrases importing the
masculine gender shall be read and understood to include the feminine and neuter
genders and those importing number shall include singular or plural, both as
appropriate to the context.
Any reference herein to the Issuer, to its board or to any designated
officer includes entities or officials succeeding to their respective functions,
duties or responsibilities pursuant to or by operation of law or lawfully
performing their functions.
Any reference to a section, provision or chapter of the laws of the State
or to any statute of the United States of America includes that section,
provision or chapter or statute as amended, modified, revised, supplemented or
superseded from time to time; provided, that no such amendment, modification or
similar change shall apply solely by reason of this provision, if it constitutes
in any way an impairment of the rights or obligations of the Issuer, the
Bondholders, the Trustee or the Company under this Agreement.
Section 1.04. Captions and Headings. The captions and headings in this
Agreement are solely for convenience of reference and in no way define, limit or
describe the scope or intent of any articles, sections, subsections, paragraphs,
subparagraphs or clauses hereof.
ARTICLE II
REPRESENTATIONS
SECTION 2.01. Representations and Covenants of the Issuer. The Issuer
represents that (a) it is duly organized and validly existing under the
Constitution and laws of the State, including the Act; (b) it has duly
accomplished all conditions necessary to be accomplished by it prior to the
issuance and delivery of the Bonds and the execution and delivery of this
Agreement, the Indenture and the Tax Regulatory Agreement; (c) it is not in
violation of or in conflict with any provisions of the laws of the State which
would impair its ability to carry out its obligations contained in this
Agreement, the Indenture or the Tax Regulatory Agreement; (d) it is empowered to
enter into the transactions contemplated by this Agreement, the Indenture and
the Tax Regulatory Agreement; (e) it has duly authorized the execution, delivery
and performance of this Agreement, the Indenture and the Tax Regulatory
Agreement; (f) to the best of its knowledge and belief, based upon the
application submitted by the Company, and other representations made,
information presented and testimony given by the Company, the Bonds will further
the public purposes of the Act and of the Issuer; and (g) it will do all things
in its power in order to maintain its existence or assure the assumption of its
obligations under this Agreement, the Indenture and the Tax Regulatory Agreement
by any successor public body.
Section 2.02. Representations and Covenants of the Company. The Company
represents and covenants that:
(a) It is a corporation duly organized and existing under and pursuant to
the laws of the State of Delaware. The Company is qualified to do
business in the State.
(b) It has full power and authority to execute, deliver and perform its
obligations under this Agreement and the Tax Regulatory Agreement and to enter
into and carry out the transactions contemplated by those documents; such
execution, delivery and performance does not, and will not, violate any
provision of law applicable to the Company or the Company's articles of
incorporation, code of regulations, bylaws or other corporate charter or similar
instrument each as may be amended, and does not, and will not, conflict with or
result in a default under any agreement or instrument to which the Company is a
party or by which it is bound; this Agreement and the Tax Regulatory Agreement
have, by proper action, been duly authorized, executed and delivered by the
Company and all steps necessary have been taken to constitute this Agreement and
the Tax Regulatory Agreement valid and binding obligations of the Company.
(c) Each of the Project Facilities was, at the time originally placed in
service, a "pollution control facility" used in whole or in part to control,
reduce, abate or prevent, air, noise, water or general environmental pollution,
and was designed to meet applicable federal, state and local requirements for
the control of air or water pollution in effect at or about the time the earlier
issues of the Issuer's bonds used to finance the Project Facilities were issued.
The Project Facilities were constructed for no significant purpose other than
the control of air or water pollution, and not principally designed to result in
any increase in production or capacity, or in a material extension of the useful
life of a manufacturing or production facility or a part thereof that is owned,
operated or used by the Company.
(d) At the time of issuance of the earlier issues of the Issuer's bonds
used to finance the Project Facilities, at the time of issuance of the Refunded
Bonds and at all times subsequent thereto, with the exception of the matter
addressed and corrected by the First Supplemental Trust Indenture dated as of
November 1, 2009 between the Issuer and the Trustee relating to the 1998B Bonds,
the Company has complied with all applicable requirements of the Internal
Revenue Code of 1954, as amended, and the Internal Revenue Code of 1986, as
amended, and all applicable regulations, rulings and successor laws necessary
to ensure the continuing tax-exempt status of such earlier issues and of the
Refunded Bonds.
(e) All of the proceeds of the Bonds will be used exclusively to retire
the Refunded Bonds within 90 days of the date of issuance of the Bonds. None
of the proceeds of the Bonds will be used to provide working capital or pay
costs of issuance of the Bonds.
(f) Each one and all of the representations and warranties of the Company
contained in the Tax Regulatory Agreement, as executed and delivered
simultaneously with this Agreement, are true and correct.
(g) The Company will comply with the applicable requirements of Rule
15c2-12 as promulgated by the Securities and Exchange Commission and recognizes
that the Issuer is not an "obligated person" within the meaning of said Rule.
(h) The Company will comply with the standard Nondiscrimination/Sexual
Harrassment Clause set forth in Appendix A hereto. For the purposes of such
Nondiscrimination/Sexual Harrassment Clause, the parties hereto understand that
(i) this Agreement is the "contract" and (ii) there is no subcontractor
for the performance of the Company's obligations under this Agreement.
ARTICLE III
COMPLETION OF PROJECT FACILITIES;
ISSUANCE OF THE BONDS
SECTION 3.01. Completion of Project Facilities. The Company represents that
the acquisition and/or construction of the Project Facilities have been
completed and that the proceeds derived from the sale of the earlier issues of
the Issuer's bonds used to finance the Project Facilities and the refunding of
the Prior Bonds, including any investment thereof, were expended in accordance
with the provisions of all bond authorization, security and tax regulatory
agreements executed in respect of all such bonds and the Refunded Bonds and in
respect of the installation, operation or use of the Project Facilities and the
Refunding of the Prior Bonds.
Section 3.02. Issuance of the Bonds; Application of Proceeds. To provide
funds for the purpose of refunding the Refunded Bonds, the Issuer will issue,
sell and deliver the Bonds. The Bonds will be issued in accordance with and
pursuant to the Indenture in the aggregate principal amount, will bear interest
at the rate or rates, will mature and will be subject to redemption as set forth
therein. The Company hereby approves the terms and conditions of the Indenture,
and the Bonds, and the terms and conditions under which the Bonds will be
issued, sold and delivered.
The proceeds from the sale of the Bonds shall be paid to the Trustee and
deposited as follows (a) a sum equal to accrued interest, if any, shall be
deposited in the Bond Fund and (b) the balance shall be deposited in the
Clearing Fund.
Disbursements of moneys in the Clearing Fund shall be made by the Trustee
in order to defease and/or redeem the Refunded Bonds, pursuant to written
instructions delivered by the Company to the Trustee and to the Refunded Bonds
Trustee, provided, in all events, all moneys in the clearing fund shall be fully
disbursed for the redemption of the Refunded Bonds on or before 90 days
following the date of issuance of the Bonds. Upon deposit of adequate funds
with the trustee for the Refunded Bonds, the Company shall be permitted to seek
a release of the lien of any and all documents providing for the payment of the
Refunded Bonds, including particularly the respective Trust Indentures and the
Loan Agreements securing the same, and may seek repayment of any unrequired
funds on deposit in the Clearing Fund, pursuant to Section 5.07 of the
Indenture.
Section 3.03. Company Required to Provide Additional Moneys in Event Moneys
Insufficient to Redeem Refunded Bonds. If moneys disbursed from the Clearing
Fund to the Refunded Bonds Trustee are not sufficient to defease or redeem an
issue of the Refunded Bonds, the Company shall, nonetheless, not later than the
date fixed for redemption of such issue of Refunded Bonds, pay to the Refunded
Bonds Trustee, in immediately available funds, any such additional moneys as
shall be needed, including, without limitation, amounts for interest accrued to
that date, from its own funds to defease or redeem such issue of the Refunded
Bonds. The Company shall not be entitled to any reimbursement therefor from the
Issuer, the Trustee or any Holder; nor shall it be entitled to any abatement,
diminution or postponement of the Installment Payments as a consequence of such
payment. The Company acknowledges and agrees that there is no implied or
express warranty by the Issuer that the proceeds of the Bonds will be sufficient
to redeem the Refunded Bonds.
Section 3.04. Investment of Fund Moneys. At the written direction of the
Authorized Company Representative, any moneys held as part of the Trust Estate
shall be invested or reinvested by the Trustee in Eligible Investments. Each of
the Issuer and the Company hereby covenants that it will restrict any investment
and reinvestment and the use of the proceeds of the Bonds in such manner and to
such extent, if any, as may be necessary so that the Bonds will not constitute
arbitrage bonds under Section 148 of the Code.
The Company shall provide the Issuer with a certificate of an appropriate
officer, employee or agent of or consultant to the Company for inclusion in the
transcript of proceedings for the Bonds, setting forth the reasonable
expectations of the Company on the date of delivery of and payment for the Bonds
regarding the amount and use of the proceeds of the Bonds and the facts,
estimates and circumstances on which those expectations are based.
The Company agrees that at no time shall any funds constituting gross
proceeds of the Bonds be issued in any manner to cause or result in a prohibited
payment under applicable regulations pertaining to, or in any other fashion as
would constitute failure of compliance with, Section 148 of the Code.
If there is any amount required to be paid to the United States pursuant to
Section 148(f) of the Code, Section 5.03 of the Indenture, the Company shall pay
such amount to the Trustee for deposit to the Rebate Fund created under
Section 5.03 of the Indenture, who will submit the payment to the United States.
Section 3.05. Issuer's Fees. The Company will pay the Issuer's closing fee
in the amount of $35,000.00 and the legal fee in the amount of $5,000.00 on the
date of issuance of the Bonds and will pay the Issuer's annual fee, in annual
installments, in the amount of $32,286.25 per year payable (and not subject to
refund) commencing on the date the Bonds are issued and thereafter, a like
amount on November 1, 2010 and on November 1 of each year thereafter until the
payment or defeasance of the Bonds. The Company will also pay any other
administrative expenses incurred in connection with the financing of the
Project, and any such additional fees and expenses (including reasonable
attorney's fees) incurred by the Issuer or the Trustee in connection with
inquiring into, or enforcing, the performance of the Company's obligations
hereunder, within 30 days of receipt of a statement from the Issuer requesting
payment of such amount.
ARTICLE IV
LOAN BY ISSUER; REPAYMENT OF THE LOAN
INCLUDING ADDITIONAL PAYMENTS
SECTION 4.01. Loan of Proceeds; Installment Payments. The Issuer agrees,
upon the terms and conditions contained in this Agreement, to lend to the
Company the proceeds received by the Issuer from the sale of the Bonds. Such
proceeds shall be disbursed to or on behalf of the Company as provided in
Section 3.02.
On each date on which any payment of principal of or interest on Bonds
shall become due (whether at maturity, or upon redemption or acceleration or
otherwise), the Company will pay or cause to be paid to the Trustee, in
immediately available funds, an amount which, together with other moneys held by
the Trustee under the Indenture and available therefor, will enable the Trustee
to make such payment in full in a timely manner ("Installment Payments").
In furtherance of the foregoing, so long as any Bonds are outstanding, the
Company will pay or cause to be paid all amounts required to prevent any
deficiency or default in any payment with respect to the Bonds, including any
deficiency caused by an act or failure to act by the Trustee, the Company, the
Issuer or any other Person.
The Issuer assigns all amounts payable under this Section by the Company to
the Trustee pursuant to the Indenture for the benefit of the Bondholders. The
Company assents to such assignment. Accordingly, the Company will pay directly
to the Trustee at its designated office all payments payable by the Company
pursuant to this Section.
Section 4.02. Additional Payments. The Company will also pay the following
upon demand after receipt of a bill therefor:
(a) The reasonable and documented out-of-pocket fees and expenses,
including reasonable attorneys' fees, of the Issuer incurred in connection
with this Agreement, the Indenture, the Tax Regulatory Agreement and the
Bonds, and the making of any amendment or supplement thereto, including,
but not limited to: (i) those described in Section 3.05 (which includes,
among other fees and expenses, the fees and expenses associated with the
initial drafting, execution and delivery of this Agreement, the Tax
Regulatory Agreement and the Bonds),(ii) those described in Section 7.04
and (iii) any other payments or indemnification required under
Section 5.02.
(b) The fees and expenses of the Trustee under the Indenture,
including reasonable attorneys' fees of the Trustee for any services
rendered by them under the Indenture, including those described in
Section 7.04, and any other payments or indemnification required under
Section 5.02, such fees, expenses and payments to be paid directly to the
Trustee for its own account as and when such fees and expenses become due
and payable.
The Company further agrees to pay all reasonable and documented
out-of-pocket costs and expenses (including reasonable attorney's fees and
expenses) of the Issuer incurred after the initial issuance of the Bonds in the
preparation of any responses, reproduction of any documentation or participation
in any inquiries, investigations or audits from any Person solely or primarily
in connection with the Bonds, including without limitation, the Internal Revenue
Service, the Securities Exchange Commission or other governmental agency.
Section 4.03. Deposit of Moneys in Bond Fund; Moneys for Purchase and
Redemption. The Company may at any time deposit moneys in the Bond Fund,
without premium or penalty, to be held by the Trustee for application to
Installment Payments not yet due and payable, and the Issuer agrees that the
Trustee shall accept such deposits when tendered by the Company. Such deposits
shall be credited against the Installment Payments, or any portion thereof, in
the order of their due dates. In addition, the Company may at any time deliver
moneys to the Trustee in addition to such deposits with written instructions to
the Trustee to use such moneys for the purpose of making open market purchases
of Bonds. Such deposits or such delivery of moneys for Bond purchases shall not
in any way alter or suspend the obligations of the Company under this Agreement
during the term hereof as provided in Section 8.01.
In addition, the Company may deliver moneys to the Trustee for use for
optional redemption of Bonds pursuant to Sections 6.01 and 6.02 and shall
deliver moneys to the Trustee for mandatory redemption of Bonds as required by
Section 4.02(b)(ii) of the Indenture.
Section 4.04. Obligations Unconditional. The obligations of the Company to
make payments required by Sections 4.01, 4.02 and 4.03 of this Agreement and to
perform its other agreements contained herein shall be absolute and
unconditional, and the Company shall make such payments without abatement,
diminution or deduction regardless of any cause or circumstances whatsoever,
including, without limitation, any defense (other than payment), setoff,
recoupment or counterclaim which the Company may have or assert against the
Issuer, the Trustee or any other Person.
Section 4.05. Assignment by Company. Rights granted to the Company under
this Agreement may be assigned in whole or in part by the Company without
the necessity of obtaining the consent of the Issuer or the Trustee,
subject, however, to each of the following conditions:
(a) unless waived by the Issuer or the Trustee, the Company shall
notify the Issuer and the Trustee in writing of the identity of any
assignee at least 30 days prior to the effective date of such assignment;
(b) no assignment shall relieve the Company from primary liability
hereunder for its obligations hereunder, and the Company shall continue to
remain primarily liable for the payment of the Installment Payments and
Additional Payments and for performance and observance of the agreements
on its part herein provided to be performed and observed by it;
(c) any assignment from the Company must retain for the Company such
rights and interests as will permit it to perform its obligations under
this Agreement;
(d) the Company shall, within 30 days after execution thereof,
furnish or cause to be furnished to the Issuer and the Trustee a true and
complete copy of each such assignment; and
(e) any assignment from the Company shall not materially impair
fulfillment of the purposes to be accomplished by operation of the Projec
Facilities as a project, the financing of which is permitted under the Act.
Section 4.06. Assignment by Issuer. The Issuer will assign its rights under
and interest to this Agreement (except for Unassigned Issuer Rights) to the
Trustee pursuant to the Indenture as security for the payment of the Bonds.
Otherwise, the Issuer will not sell, assign or otherwise dispose of its rights
under or interest in this Agreement nor create or permit to exist any lien,
encumbrance or security interest thereon.
ARTICLE V
ADDITIONAL AGREEMENTS AND COVENANTS
SECTION 5.01. Lease, Sale or Grant of Use by Company. Subject to the
provisions of Section 5.03, the Company may lease, sell or grant the right to
occupy and use the remaining Project Facilities, in whole or in part, to others,
provided that:
(a) no such grant, sale or lease shall relieve the Company from its
obligations under this Agreement;
(b) the Company shall retain such rights and interests as will permit
it to comply with its obligations under this Agreement; and
(c) no such grant, sale or lease shall impair the purposes of the
Act.
Section 5.02. Indemnification of Issuer and Trustee. The Company agrees
that the Issuer and the Trustee and the members, officers, employees, agents and
attorneys thereof shall not be liable for and the Company covenants and agrees
to protect, exonerate, defend, indemnify and save the Issuer and the members,
officers, employees, agents and attorneys thereof and the Trustee, its officers
and employees, harmless from and against (a) any and all costs, damages or
liabilities which may arise out of the issuance of the Bonds or arising from any
breach or default on the part of the Company to be performed pursuant to the
terms of this Agreement and (b) all reasonable costs, counsel fees, expenses and
liabilities incurred in or about the defense of any such claims or actions or
proceedings brought thereon. The Company may, at its cost and in its name or in
the name of the Issuer, prosecute or take any other action involving third
persons which the Company deems necessary in order to ensure or protect the
Company's rights under this Agreement; in such event, the Issuer will reasonably
cooperate with the Company, but at the sole expense of the Company.
The Company agrees to indemnify the Trustee and the Issuer for and to hold
each of them harmless against all liabilities, claims, court costs and
reasonable and documented out-of-pocket expenses (including reasonable and
documented fees and expenses of counsel necessary in defending against the same)
incurred without gross negligence or willful misconduct on the part of the
Trustee or the Issuer, as applicable, on account of any action taken or omitted
to be taken by the Trustee or the Issuer, as applicable, in accordance with the
terms of this Agreement, the Bonds or the Indenture or any action taken at the
request of or with the consent of the Company, including the costs and expenses
of the Trustee and the Issuer in defending itself against any such claim, action
or proceeding brought in connection with the exercise or performance of any of
its powers or duties under this Agreement, the Bonds or the Indenture.
In case any actions or proceeding is brought against the Issuer or the
Trustee in respect of which indemnity may be sought hereunder, the party seeking
indemnity shall promptly (but in any event within 15 days of receipt of service)
give notice of that action or proceeding to the Company enclosing copies of all
papers served, and the Company upon receipt of that notice shall have the
obligation and the right to assume the defense of the action or proceeding;
provided, that failure of a party to give that notice shall not relieve the
Company from any of its obligations under this Section unless that failure
materially prejudices the defense of the action or proceeding by the Company.
At its own expense, an indemnified party may employ separate counsel and
participate in the defense. The Company shall not be liable for any settlement
made without its consent.
Notwithstanding anything contained herein to the contrary, the Company
shall not be obligated to indemnify or hold harmless the Issuer or the Trustee
for their gross negligence or willful misconduct.
The foregoing indemnification is intended to and shall include the
indemnification of all affected officials, directors, trustees, officers and
employees of the Issuer and the Trustee, respectively. That indemnification is
intended to and shall be enforceable by the Issuer and the Trustee,
respectively, to the full extent permitted by law.
Section 5.03. Company Not to Adversely Affect Exclusion From Gross Income
of Interest on the Bonds. The Company hereby represents that it has taken and
caused to be taken, and covenants that it will take and cause to be taken, all
actions that may be required of it, alone or in conjunction with the Issuer, for
the interest on the Bonds to be and to remain excludable from gross income for
federal income tax purposes, and represents that it has not taken or permitted
to be taken on its behalf, and covenants that it will not take or permit to be
taken on its behalf, any action that would adversely affect such excludability
under the provisions of the Code.
The Company also covenants that it will restrict the investment and
reinvestment and the use of the proceeds of the Bonds in such manner and to such
extent, if any, as may be necessary so that the Bonds will not constitute
arbitrage bonds under Section 148 of the Code.
The Company hereby covenants that on or before the ninetieth day following
the date any of the Project Facilities are no longer being operated as
qualifying exempt facilities under the Code (unless such facilities have simply
ceased to be operated), or such later date as provided in the Indenture, the
Company shall cause a related amount of Bonds to be redeemed pursuant to the
Mandatory Redemption provision of the Bonds.
Section 5.04. Company to Maintain its Existence; Mergers or Consolidations.
The Company covenants that it will not merge or consolidate with any other legal
entity or sell or convey all or substantially all of its assets to any other
legal entity, except that the Company may merge or consolidate with, or sell or
convey all or substantially all of its assets to any other legal entity,
provided that (a) the Company shall be the continuing legal entity or the
successor legal entity (if other than the Company) shall be a legal entity
organized and existing under the laws of the United States of America or a state
thereof and such legal entity shall expressly assume the due and punctual
payment of the Installment Payments hereunder in order to ensure timely and
proper payment of the principal of and interest on all the Bonds, according to
their tenor, and the due and punctual performance and observance of all the
covenants and conditions of this Agreement to be performed by the Company and
(b) the Company or such successor legal entity, as the case may be, shall not,
immediately after such merger or consolidation, or such sale or conveyance, be
in default in the performance of any such covenant or condition and no event
which with the lapse of time, the giving of notice or both would constitute an
Event of Default under Section 7.01 shall have occurred and be continuing.
In case any such consolidation, merger, sale or conveyance and upon the
assumption by the successor legal entity of the obligations under this Agreement
and on the Bonds in accordance with the foregoing, such successor legal entity
shall succeed to and be substituted for the Company, with the same effect as if
it had been named herein as a party hereto, and the Company shall thereupon be
relieved of any further obligations or liabilities hereunder and upon the Bonds
and the Company as the predecessor legal entity may thereupon or at any time
thereafter be dissolved, wound-up or liquidated.
Section 5.05. Reports and Audits. The Company shall as soon as practicable
but in no event later than six months after the end of each of its fiscal years,
file with the Trustee and the Issuer, audited financial statements of the
Company prepared as of the end of such fiscal year; provided that the Company
may satisfy this requirement by its filing of such information with the
Securities and Exchange Commission (www.sec.gov) and the Municipal Securities
Rulemaking Board (www.emma.msrb.org) in accordance with their respective filing
requirements.
Section 5.06. Insurance. The Company shall maintain, or cause to be
maintained, insurance covering such risks and in such amounts as is customarily
carried by similar industries as the Company, and which insurance may be, in
whole or in part, self-insurance.
ARTICLE VI
OPTIONS; PREPAYMENT OF LOAN
SECTION 6.01. Options to Terminate. The Company shall have, and is hereby
granted, an option to prepay and terminate the Loan, upon satisfaction of the
following conditions at any time prior to full payment of the Bonds (or
provision for payment thereof having been made in accordance with the provisions
of the Indenture), the Company may terminate the Loan (a) in accordance with
Article IX of the Indenture, by paying to the Trustee an amount which, when
added to the amount on deposit in the funds established under the Indenture and
available therefor, will be sufficient to pay, retire and, pursuant to the
Indenture, redeem all the outstanding Bonds in accordance with the provisions of
the Indenture (including, without limiting the generality of the foregoing,
principal of and interest to maturity or the earliest applicable redemption
date, as the case may be, and expenses of redemption and the Trustee's fees and
expenses due hereunder or under the Indenture), and in case of redemption making
arrangements satisfactory to the Trustee for the giving of the required notice
of redemption, (b) by giving the Issuer notice in writing of such termination
and (c) by making full payment of Additional Payments due under Section 4.02;
thereafter such termination shall forthwith become effective.
Any prepayment pursuant to this Section 6.01 shall either comply with the
provisions of Article IX of the Indenture or result in redemption of the Bonds
within 90 days of the date of prepayment.
Section 6.02. Option to Prepay Upon Extraordinary Optional Redemption Under
the Indenture. The Company shall also have the option, upon the occurrence of
certain extraordinary circumstances described therein, to prepay the loan in
whole or in part upon the terms and conditions set forth in Section 4.02(b)(i)
of the Indenture.
Section 6.03. Actions by Issuer. At the request of the Company or the
Trustee, the Issuer shall take all steps required of it under the applicable
provisions of the Indenture or the Bonds to effect the redemption of all or a
portion of the Bonds pursuant to this Article VI; provided that, in such event,
the Company shall reimburse the Issuer for its reasonable expenses, including
attorneys' fees, incurred in complying with such request.
Section 6.04. Release on Exercise of Option to Prepay Loan. Upon the
payment of all amounts due hereunder pursuant to any option to prepay the loan
granted in this Agreement, the Issuer shall upon receipt of the prepayment,
deliver to the Company, if necessary, a release from the Trustee of the lien of
the Indenture.
ARTICLE VII
EVENTS OF DEFAULT AND REMEDIES
SECTION 7.01. Events of Default. Each of the following shall be an Event of
Default:
(a) The Company shall fail to pay the amounts required to be paid
under Section 4.01 or 4.02 on the date specified therein.
(b) Failure by the Company to observe and perform any covenant,
condition or agreement on its part to be observed or performed, other than
as referred to in Section 7.01(a), (other than certain representations,
warranties and covenants regarding various matters relating to the tax
status of the Bonds) for a period of 60 days after written notice
specifying such failure and requesting that it be remedied shall have been
given to the Company by the Issuer or the Trustee, unless the Issuer and
the Trustee shall agree in writing to an extension of such time prior to
its expiration; provided, however, if the failure stated in the notice
cannot be corrected within the applicable period, it shall not constitute
an Event of Default if corrective action is instituted by the Company
within the applicable period and is being diligently pursued until the
default is corrected.
(c) The dissolution or liquidation of the Company or the voluntary
initiation by the Company of any proceeding under any federal or state law
relating to bankruptcy, insolvency, arrangement, reorganization,
readjustment of debt or any other form of debtor relief, or the initiation
against the Company of any such proceeding which shall remain undismissed
for 60 days, or failure by the Company to promptly have discharged any
execution, garnishment or attachment of such consequence as would
materially impair the ability of the Company to carry on its operations,
or assignment by the Company for the benefit of creditors, or the entry by
the Company into an agreement of composition with creditors or the failure
generally by the Company to pay its debts as they become due.
(d) The occurrence of an Event of Default as defined in the
Indenture.
Section 7.02. Remedies on Default. Whenever an Event of Default shall have
happened and be existing, any one or more of the following remedial steps may be
taken:
(a) if acceleration of the principal amount of the Bonds has been
declared pursuant to Section 7.03 of the Indenture, the Trustee shall
declare all Installment Payments to be immediately due and payable,
whereupon the same shall become immediately due and payable; or
(b) the Issuer or the Trustee may pursue all remedies now or
hereafter existing at law or in equity to collect all amounts then due and
thereafter to become due under this Agreement or to enforce the performance
and observance of any other obligation or agreement of the Company under
those instruments.
Notwithstanding the foregoing, the Trustee shall not be obligated to take
any step that in its reasonable opinion will or might cause it to expend time or
money or otherwise incur liability unless and until a satisfactory indemnity
bond has been furnished to the Trustee at no cost or expense to it. Any amounts
collected pursuant to action taken under this Section (except for amounts
payable directly to the Issuer or the Trustee pursuant to Section 4.02, 5.02 or
7.04) shall be paid into the Bond Fund and applied in accordance with the
provisions of the Indenture or, if the Outstanding Bonds have been paid and
discharged in accordance with the provisions of the Indenture, shall be paid as
provided in Section 9.01 of the Indenture for transfers of remaining amounts in
the Bond Fund.
The provisions of this Section are subject to the further limitation that
the rescission by the Trustee of its declaration that all of the Bonds are
immediately due and payable also shall constitute an annulment of any
corresponding declaration made pursuant to paragraph (a) of this Section and a
waiver and rescission of the consequences of that declaration and of the Event
of Default with respect to which that declaration has been made, provided that
no such waiver or rescission shall extend to or affect any subsequent or other
default or impair any right consequent thereon.
Section 7.03. No Remedy Exclusive. No remedy conferred upon or reserved to
the Issuer or the Trustee by this Agreement is intended to be exclusive of any
other available remedy or remedies, but each and every remedy shall be
cumulative and shall be in addition to every other remedy given under this
greement, now or hereafter existing at law, in equity or by statute. No delay
or omission to exercise any right or power accruing upon any default shall
impair that right or power or shall be construed to be a waiver thereof, but any
such right and power may be exercised from time to time and as often as may be
deemed expedient. In order to entitle the Issuer or the Trustee to exercise any
remedy reserved to it in this Article, it shall not be necessary to give any
notice, other than any notice required by law or for which express provision is
made herein.
Section 7.04. Agreement to Pay Fees and Expenses. If an Event of Default
should occur and the Issuer or the Trustee should incur expenses, including
attorneys' fees, in connection with the enforcement of this Agreement or the
collection of sums due thereunder, the Company shall reimburse the Issuer and
the Trustee, as applicable, from the reasonable expenses so incurred upon
demand.
Section 7.05. No Waiver. No failure by the Issuer or the Trustee to insist
upon the performance by the Company of any provision hereof shall constitute a
waiver of their right to performance and no express waiver shall be deemed to
apply to any other existing or subsequent right to remedy the failure by the
Company to observe or comply with any provision hereof.
Section 7.06. Notice of Default. The Company shall notify the Trustee
immediately and in writing if it becomes aware of the occurrence of any Event
of Default hereunder or of any fact, condition or event which, with the
giving of notice or passage of time or both, would become an Event of Default.
ARTICLE VIII
MISCELLANEOUS
SECTION 8.01. Term of Agreement. This Agreement shall be and remain in full
force and effect from the date of issuance of the Bonds until such time as all
of the Bonds shall have been fully paid (or provision made for such payment)
pursuant to the Indenture and all other sums payable by the Company under this
Agreement shall have been paid, except for obligations of the Company under
Section 4.02, 5.02 and 7.04, which shall survive any termination of this
Agreement.
Notwithstanding any termination of this Agreement, any payment of any or
all of the Bonds or any discharge of the Indenture, if Bonds are redeemed
pursuant to the mandatory redemption upon determination of taxability, the
Company shall pay all additional amounts required to be paid under Section 4.01
of the Indenture at the time provided therein.
Section 8.02. Amounts Remaining in Funds. Any amounts in the Bond Fund
remaining unclaimed by the Holders of Bonds (whether at stated maturity, by
redemption or pursuant to any mandatory sinking fund requirements or otherwise),
shall be deemed to belong to and shall be paid, to the proper party pursuant to
applicable escheat laws. Further, any other amounts remaining in the Bond Fund,
the Clearing Fund and any other special fund for accounts created under this
Agreement or the Indenture after all of the outstanding Bonds shall be deemed to
have been paid and discharged under the provisions of the Indenture and all
other amounts required to be paid under this Agreement and the Indenture have
been paid, shall be paid to the Company to the extent that those moneys are in
excess of the amounts necessary to effect the payment and discharge of the
outstanding Bonds.
Section 8.03. Notices. All notices, certificates, requests or other
communications hereunder shall be in writing and shall be deemed to be
sufficiently given when received or upon refusal of delivery at the applicable
Notice Address. The Issuer, the Company or the Trustee may, by providing
written notice to each other, designate any further or different addresses to
which subsequent notices, certificates, requests or other communications shall
be sent.
Section 8.04. Extent of Covenants of Issuer; No Personal Liability. All
covenants, obligations and agreements of the Issuer contained in this Agreement
or the Indenture shall be effective to the extent authorized and permitted by
applicable law. No such covenant, obligation or agreement shall be deemed to be
a covenant, obligation or agreement of any present or future member, trustee,
officer, agent or employee of the Issuer in other than his official capacity,
and no official executing the Bonds shall be liable personally on the Bonds or
be subject to any personal liability or accountability by reason of the issuance
thereof or by reason of the covenants, obligations or agreements of the Issuer
contained in this Agreement or in the Indenture.
Section 8.05. Binding Effect. This Agreement shall inure to the benefit of
and shall be binding in accordance with its terms upon the Issuer, the Company
and their respective permitted successors and assigns.
Section 8.06. Amendments and Supplements. Except as otherwise expressly
provided in this Agreement or the Indenture, subsequent to the issuance of the
Bonds and prior to all conditions provided for in the Indenture for release of
the Indenture having been met, this Agreement may not be effectively amended,
changed, modified, altered or terminated except in accordance with the
provisions of Article XI of the Indenture, as applicable.
Section 8.07. Execution Counterparts. This Agreement may be executed in any
number of counterparts, each of which shall be regarded as an original and all
of which shall constitute but one and the same instrument.
Section 8.08. Severability. If any provision of this Agreement, or any
covenant, obligation or agreement contained herein is determined by a court to
be invalid or unenforceable, that determination shall not affect any other
provision, covenant, obligation or agreement, each of which shall be construed
and enforced as if the invalid or unenforceable portion were not contained
herein. That invalidity or unenforceability shall not affect any valid and
enforceable application thereof, and each such provision, covenant, obligation
or agreement shall be deemed to be effective, operative, made, entered into or
taken in the manner and to the full extent permitted by law.
Section 8.09. Governing Law. This Agreement shall be deemed to be a
contract made under the laws of the State and for all purposes shall be
governed by and construed in accordance with the laws of the State.
Section 8.10. Further Assurances and Corrective Instruments. The Issuer
and the Company agree that they will, from time to time, execute, acknowledge
and deliver, or cause to be executed, acknowledged and delivered, such
supplements hereto and such further instruments as may reasonably be required
for the further assurance, correction or performance of the expressed
intention of this Agreement.
Section 8.11. Issuer and Company Representatives. Whenever under the
provisions of this Agreement the approval of the Issuer or the Company is
required or the Issuer or the Company is required to take some action at the
request of the other, such approval or such request shall be given for the
Issuer by a Designated Officer and for the Company by an Authorized Company
Representative. The Trustee shall be authorized to act on any such approval or
request.
Section 8.12. Immunity of Incorporators, Stockholders, Officers and
Directors. No recourse under or upon any obligation, covenants or agreement
contained in this Agreement or in any agreement supplemental hereto, or in
the Bonds, or because of any indebtedness evidenced thereby, shall be had
against any incorporator, or against any stockholder, member, officer or
director, as such, past, present or future, of the Company or of any
predecessor or, subject to Section 5.04 hereof, successor legal entity, either
directly or through the Company or any predecessor or successor legal entity,
under any rule of law, statute or constitutional provision or by the
enforcement of any assessment or by any legal or equitable proceeding or
otherwise, all such liability being expressly waived and released by the
acceptance of the Bonds by the Holders thereof and as part of the consideration
for the issuance of the Bonds.
Section 8.13. Section Headings. The table of contents and headings of the
various articles and sections of this Agreement are for convenience of reference
only and shall not modify, define or limit any of the terms or provisions
hereof. References to article and section numbers are references to sections in
this Agreement unless otherwise indicated.
IN WITNESS WHEREOF, the Issuer and the Company have caused this Agreement
to be duly executed in their respective names, all as of the date hereinbefore
written.
ATTEST: ALLEGHENY COUNTY INDUSTRIAL
DEVELOPMENT AUTHORITY
By /s/ Mark A. Jones
- --------------------
Assistant Secretary By /s/ James M. Edwards
-----------------------
Chairman
[SEAL]
UNITED STATES STEEL CORPORATION
By: /s/ L. T. Brockway
----------------------
Name: L. T. Brockway
Title Vice President & Treasurer
[SIGNATURE PAGE TO LOAN AGREEMENT]
EXHIBIT A
PROJECT FACILITIES
1996 Bonds Project Facilities
Clairton Works, 400 State Street, Clairton, Allegheny County, Pennsylvania
Pushing Emission Control Systems-Nos. 19 and 22 Batteries
Pushing Emission Control Systems-Nos. 13 through 15 Batteries
Pushing Emission Control System and Dust Collection System-Coke Ovens
Nos. 13, 14 and 15; Dust Collection System-Coal Preparation
Gas Cleaning and Quench Cars-Nos. 21 and 22 Batteries
Water Recycle and Treatment System-WQC Rolling Mills
Gas Cleaning Facility Systems-Nos. 1, 2 and 3 Battery
Spare Gas Cleaning Facility for Pushing Emission Control System-Coke
Batteries Nos. 1, 2 and 3
Pushing Emission Control System-Coke Batteries Nos. 7 through 9
Pushing Emission Control System-Coke Batteries Nos. 7 and 9
Edgar Thomson Works, 130 Braddock Avenue, Braddock, Allegheny County,
Pennsylvania
Water Recycle and Treatment System-WQC BOP
BOP Shop Fugitive Emission Control Facilities
Irvin Works, off Camp Hollow Road, West Mifflin, Allegheny County, Pennsylvania
Electrostatic Precipitators and Other Emission Controls Nos. 3 through 7
Boilers
Duquesne Works, 1 Library Place, Duquesne, Allegheny County, Pennsylvania
Water Recycle and Treatment System-BOP
Dust Collection System-Iron Desulpherization
Homestead Works, Amity Street, Homestead, Allegheny County, Pennsylvania
Electrostatic Precipitators and Other Emission Controls Nos. 3 and 4
Boilers-Carrie
Electrostatic Precipitators Nos. 3 and 4 Boilers
Water Recycle and Treatment System-Slab and Plate Mills
Water Recycle and Treatment System-Nos. 6 and 7 Blast Furnaces
Open Hearth Stack Caps and Solid Rappers and Control
Vandergrift Plant, 130 Lincoln Avenue, Vandergrift, Westmoreland County,
Pennsylvania
Water Collection and Treatment System
1998A Bonds Project Facilities
Clairton Works-Air Pollution Control System-Combustion Stack at No. 21 Coke
Battery
Installation of electrostatic precipitator, exhaust fan and other equipment
for the removal of particulate matter in order to control visible emissions
from the combustion stack.
Clairton Works-Water Pollution Control System-Pitch Prill Plant
Installation of water recycle and treatment system to control discharge of
suspended waste solids and oil in process water used in Pitch Prill plant.
Clairton Works-Water Pollution Control System-No. 2 Benzene Boiler House
Installation of water recycle and treatment system to control discharge of
suspended solids generated by operation of the No. 2 Boiler House.
Homestead Works-Water Pollution Control System-Nos. 3 and 4 Blast Furnaces
Installation of water recycle and treatment system to control discharge of
suspended waste solids and other chemical pollutants from blast furnace gas
cleaning system.
National-Duquesne Works (Duquesne Works)-Water Pollution Control System-Bar
Mills
Edgar Thomson-Irvin Works (Edgar Thomson Plant)-Water Pollution Control
System-Blast Furnace
Edgar Thomson-Irvin Works (Edgar Thomson Plant)-Water Pollution Control
System-44" Slab Mill
National-Duquesne Works (Duquesne Works)-Water Pollution Control System-Blast
Furnace
Edgar Thomson-Irvin Works (Edgar Thomson Plant)-Water Pollution Control
System-Foundry
Homestead Works (Saxonburg Sintering Plant)-Air Pollution Control System-Plant
Lines 2 & 3
National-Duquesne Works (Duquesne Plant)-Air Pollution Control System-BOP Shop
Installation of fume collection system and other related equipment to
collect certain particulate matter emitted during steel reladling
operations.
Homestead Works-Water Pollution Control System-Slab and Plate Mills
Installation of water recycle and treatment system to control discharge of
suspended solids and oil created during operation of these mills.
Homestead Works (Saxonburg Sintering Plant)-Air Pollution Control System
Installation of recycle system for exhaust gases, including dust collection
equipment, to collect certain particulate matter emitted during sintering
operation.
Homestead Works-Air Pollution Control System-Boilers Nos. 3 and 4
Installation of electrostatic precipitators and related equipment to
collect and remove particulate matter from stack gases.
1998B Bonds Project Facilities
1985 Project (Refunding) Included:
1973 Project: biological water treatment facilities at Clairton Works,
Clairton, Pennsylvania.
1975 Series A Project:
Storage tank volatile vapor control at the Clairton Works, Clairton,
Pennsylvania;
Fume emission control for the BOP Hot Metal Mixers at the Edgar Thomson
Works, Braddock, Pennsylvania;
Dust and fume collection facilities at the Imperial Works, Oil City,
Pennsylvania;
Water control facilities for the South Sewer at the Irvin Works, West
Mifflin, Pennsylvania;
Catalytic incineration for emission control for the Maleic Anhydride
Process Units Numbers 2 and 3 at the Neville Island Plant,
Pittsburgh, Pennsylvania;
Air pollution control thermal incineration for the Phthalic Anhydride
Production Facility at the Neville Island Plant, Pittsburgh, Pennsylvania;
Air pollution control catalytic incineration for emission control for the
Maleic Anhydride Process Unit Number 4 at the Neville Island Plant,
Pittsburgh, Pennsylvania;
Lurgi catalytic sulfuric acid recovery system at the Neville Island Plant,
Pittsburgh, Pennsylvania.
Emission control facilities for the Number 17 Coke Battery at Clairton
Works, Clairton, Pennsylvania; and
Fume emission control facilities for the Transfer Pits at Duquesne Works,
Duquesne, Pennsylvania.
1975 Series B Project: parallel gas cleaning system at Duquesne Works,
Duquesne, Pennsylvania.
1976 Series A Project: electrostatic precipitators and other emission controls
for the Numbers 3 and 4 Boilers at Carrie-Homestead Works, Homestead,
Pennsylvania; and electrostatic precipitators and other emission controls
for the Numbers 3 and 7 Boilers at Irvin Works, West Mifflin,
Pennsylvania.
1977 Series A Project: quench and gas cleaning car at Numbers 19 and 20 Coke
Oven Battery at Clairton Works, Clairton, Pennsylvania; water collection
and treatment facilities for the Hot Strip Mill at Irvin Works,
West Mifflin, Pennsylvania; and incinerator and waste disposal tanks for
the Polyester Plant at Neville Island Plant, Pittsburgh, Pennsylvania.
1977 Series B Project:
Water recycle and treatment system on Number 2 and Benzene Boiler Houses at
Clairton Works, Clairton, Pennsylvania;
Emission control on Combustion Stack Number 21 Battery at Clairton Works,
Clairton, Pennsylvania;
Water recycle and treatment system for Pitch Prill at Clairton Works,
Clairton, Pennsylvania;
Water recycle and treatment at Primary and Bar Mills at Duquesne Works,
Duquesne, Pennsylvania;
Water recycle and treatment at Blast Furnace Gas Cleaning System at Edgar
Thomson Works, Braddock, Pennsylvania;
Water recycle and treatment at 44" Slab Mill at Edgar Thomson Works,
Braddock, Pennsylvania;
Blast furnace water recycle system at Duquesne Works, Duquesne,
Pennsylvania;
Water recycle and treatment at the Foundry at Edgar Thomson Works,
Braddock, Pennsylvania;
Water recycle and treatment at Numbers 3 and 4 Blast Furnaces at Homestead
Works, Homestead, Pennsylvania; and
Additional precipitators for windboxes at Sinter Plant Lines Numbers 2 and
3 at Saxonburg Plant, Saxonburg, Pennsylvania.
1978 Series A Project:
Water recycle and treatment system for Slab and Plate Mills at Homestead
Works, Homestead, Pennsylvania;
Recycle system for exhaust gases for Number 1 Sinter Line at Saxonburg
Plant, Saxonburg, Pennsylvania;
Fume collection system for AQC-Steel Reladling BOP at Duquesne Works,
Duquesne, Pennsylvania; and
Electrostatic precipitators for Numbers 3 and 4 Boilers at Homestead Works,
Homestead, Pennsylvania.
1978 Series B Project:
Pushing emission control system and dust collection system for Coke Ovens
Numbers 13 and 14 at Clairton Works, Clairton, Pennsylvania;
Gas cleaning and quench cars for Numbers 1, 2 and 3 Batteries at Clairton
Works, Clairton, Pennsylvania;
Gas cleaning and quench cars for Numbers 21 and 22 Batteries at Clairton
Works, Clairton, Pennsylvania;
Water recycle and treatment system for WQC BOP at Edgar Thomson Works,
Braddock, Pennsylvania;
Electrostatic precipitators for Numbers 3 and 4 Boilers at Homestead Works,
Homestead, Pennsylvania;
Water recycle and treatment system for Slab and Plate Mills at Homestead
Works, Homestead, Pennsylvania;
Water recycle and treatment system for WQC Rolling Mills at Clairton Works,
Clairton, Pennsylvania;
Water recycle and treatment system for BOP at Duquesne Works, Duquesne,
Pennsylvania; and
Dust collection system for iron desulfurization at Duquesne Works,
Duquesne, Pennsylvania.
1979 Series A Project: pushing emission control systems for Numbers 19-22
Batteries; and pushing emission control systems for Numbers 13-15
Batteries; all at Clairton Works, Clairton, Pennsylvania.
1979 Series B Project:
Spare gas cleaning facility for Coke Batteries Numbers 1, 2 and 3 at
Clairton Works, Clairton, Pennsylvania;
Pushing emission control system for Coke Batteries Numbers 7-9 at Clairton
Works, Clairton, Pennsylvania;
Water collection and treatment system at Vandergrift Plant, Vandergrift,
Pennsylvania;
Water recycle and treatment system for Numbers 6 and 7 Blast Furnaces at
Homestead Works, Homestead, Pennsylvania;
BOP Shop fugitive emission control facilities at Edgar Thomson Works,
Braddock, Pennsylvania; and
Open hearth stack caps and solid state rappers and controls at Homestead
Works, Homestead, Pennsylvania.
APPENDIX A
NONDISCRIMINATION/SEXUAL HARRASSMENT CLAUSE
During the term of the Agreement (referred to herein as the "contract"),
the Company, as contractor, agrees, and will require its subcontractors, if any,
to agree as follows:
(1) In the hiring of any employee(s) for the manufacture of supplies,
performance of work, or any other activity required under the contract, the
Company, subcontractor, or any Person acting on behalf of the Company or
subcontractor shall not, by reason of gender, race, creed, or color,
discriminate against any citizen of the Commonwealth of Pennsylvania who is
qualified and available to perform the work to which the employment relates.
(2) Neither the Company nor any subcontractor nor any Person on their
behalf shall in any manner discriminate against or intimidate any employee
involved in the manufacture of supplies, the performance of work, or any other
activity on account of gender, race, creed or color.
(3) The Company and subcontractors shall establish and maintain a written
sexual harassment policy and shall inform their employees of the policy. The
policy must contain a notice that sexual harassment will not be tolerated and
employees who practice it will be disciplined.
(4) The Company shall not discriminate by reason of gender, race, creed,
or color against any subcontractor or supplier who is qualified to perform the
work to which the contract relates.
(5) The Company and each subcontractor shall furnish all necessary
employment documents and records to and permit access to their books, records,
and accounts by the Issuer and the Bureau of Contract Administration and
Business Development for purposes of investigation, to ascertain compliance with
provisions of this Nondiscrimination/Sexual Harrassment Clause. If the Company
or any subcontractor does not possess documents or records reflecting the
necessary information requested, the Company or subcontractor shall furnish such
information on reporting forms supplied by the Issuer or the Bureau of Contract
Administration and Business Development.
(6) The Company shall include this Nondiscrimination/Sexual Harrassment
Clause in every subcontract so that such provisions will be binding upon each
subcontractor.