Item 1.01. Entry into a Material Definitive Agreement.
Fifth Amended and Restated Credit Agreement
Fifth Amended and Restated Credit Agreement
On October 25, 2019, United States
Steel Corporation (the “Corporation”) entered into a Fifth Amended and Restated Credit Agreement dated as of
October 25, 2019 (the “Fifth Amended and Restated Credit Agreement”) with the Lenders party thereto, the LC
Issuing Banks party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent. The Fifth Amended
and Restated Credit Agreement amends and restates the Corporation’s Fourth Amended and Restated Credit Agreement, dated
as of February 26, 2018, which was amended as of November 28, 2018 (the “Prior Credit Agreement”).
The Fifth Amended and Restated Credit
Agreement extends the scheduled maturity date until October 25, 2024 and increases the maximum facility amount available to
the Corporation from time to time thereunder to $2.0 billion. The Fifth Amended and Restated Credit Agreement may be
terminated prior to its scheduled maturity date if, under certain circumstances, the Corporation does not meet certain
liquidity requirements set forth therein. Similar to the Prior Credit Agreement, the Corporation must maintain a fixed charge
coverage ratio of at least 1.00 to 1.00 when availability under the Fifth Amended and Restated Credit Agreement is less than
the greater of (i) 10 percent of the total aggregate commitments and (ii) $200 million. The Fifth Amended and Restated Credit
Agreement includes a “first-in, last out” tranche in an amount up to $150 million and includes changes to the
fixed charge coverage ratio and related definitions, allowing the Corporation to exclude (i) certain capital expenditures
from the calculation of the ratio and (ii) any restricted payments made pursuant to any share repurchase program from the
calculation of “consolidated fixed charges.”
Second Amended and Restated Security Agreements
In connection with the Fifth Amended
and Restated Credit Agreement, the Corporation entered into a Second Amended and Restated Borrower Security Agreement and U.
S. Steel Seamless Tubular Operations, LLC, U.S. Steel Oilwell Services, LLC, U.S. Steel Tubular Products, Inc. and United
States Steel International, Inc. (collectively, the “Subsidiary Grantors”) entered into a Second Amended and
Restated Subsidiary Security Agreement, each dated as of October 25, 2019 (collectively, the “Amended and Restated
Security Agreements”) with JPMorgan Chase Bank, N.A. as Collateral Agent. Pursuant to the Amended and Restated Security
Agreements, the Corporation and the Subsidiary Grantors granted to the Collateral Agent for the benefit of the Secured
Parties (as defined in the Amended and Restated Security Agreements) liens on substantially all inventory of the Corporation
and the Subsidiary Grantors, trade accounts receivable, and other related assets.
Environmental Revenue Bonds
On October 25, 2019, the Corporation
entered into an Agreement of Sale dated as of October 1, 2019 (the “Agreement of Sale”) with The Industrial Development Board of the City of
Hoover (Alabama) (the “Alabama Issuer”) whereby the Alabama Issuer agreed to use the
proceeds of the sale of its $275 million 5.750% Environmental Improvement Revenue Bonds, Series 2019 (United States Steel
Corporation Project) (the “Alabama Bonds”) to finance or refinance the acquisition, construction, equipping and
installation of certain solid waste disposal facilities, including an electric arc furnace and other equipment
and facilities, to be owned by the Corporation and located at its Fairfield Works. Under the Agreement of Sale, the
Corporation will pay the semiannual interest payments on the Alabama Bonds and the principal of the Alabama Bonds due on
October 1, 2049. The Alabama Bonds are subject to optional redemption by the Corporation at par on or after
October 1, 2029.
On October 25, 2019, the Corporation
entered into a Loan Agreement dated as of October 1, 2019 (the “ACIDA Loan Agreement”) with the Allegheny County
Industrial Development Authority (Pennsylvania) (the “Pennsylvania Issuer”) under which the Pennsylvania Issuer
loaned the proceeds of the sale of its $92.63 million Environmental Improvement Refunding Revenue Bonds, Series 2019 (United
States Steel Corporation Project) (the “Pennsylvania Bonds”), consisting of $59.6 million 4.875% bonds due
November 1, 2024 and $33.030 million 5.125% bonds due May 1, 2030, to the Corporation. The Corporation will use the
proceeds from the sale of the Pennsylvania Bonds to refund at par value, plus accrued interest, on November 15, 2019,
the following bonds, each previously issued by the Pennsylvania Issuer on behalf of the Corporation: $59.6 million 6.750%
Environmental Improvement Revenue Bonds (United States Steel Corporation Project) Refunding Series of 2009 due
November 1, 2024 and $33.030 million 6.875% Environmental Improvement Revenue Bonds (United States Steel Corporation
Project) Refunding Series of 2009 due May 1, 2030. Under the Loan Agreement, the Corporation will pay the
semiannual interest payments on the Pennsylvania Bonds and the principal of the Pennsylvania Bonds due on November 1,
2024 and May 1, 2030. The Pennsylvania Bonds are not subject to optional redemption by the Corporation.
The foregoing descriptions of the Fifth
Amended and Restated Credit Agreement, the Amended and Restated Security Agreements, the Agreement of Sale and the ACIDA Loan Agreement
do not purport to be complete and are qualified in their entireties by the copies of such agreements filed herewith as Exhibits
10.1, 10.2, 10.3, 10.4 and 10.5.