AMENDMENT NO. 3 TO CREDIT AGREEMENT
THIRD AMENDMENT dated as of June 28, 2004 (this “ Amendment ”) to the Credit Agreement dated as of May
20, 2003 (the “ Credit Agreement ”) among UNITED STATES STEEL CORPORATION (the “ Borrower ”), the
LENDERS party thereto (the “ Lenders ”), the LC ISSUING BANKS party thereto, JPMORGAN CHASE BANK, as
Administrative Agent (the “ Administrative Agent ”), Collateral Agent, Co-Syndication Agent and Swingline Lender,
and GENERAL ELECTRIC CAPITAL CORPORATION, as Co-Collateral Agent and Co-Syndication Agent.
The parties hereto agree as follows:
SECTION 1 . Defined Terms; References. Unless otherwise specifically defined herein, each term used herein
that is defined in the Credit Agreement has the meaning assigned to such term in the Credit Agreement. Each
reference to “hereof”, “hereunder”, “herein” and “hereby” and each other similar reference and each reference to “this
Agreement” and each other similar reference contained in the Credit Agreement shall, after this Amendment becomes
effective, refer to the Credit Agreement as amended hereby.
SECTION 2 . Amendment of Section 6.05. Pursuant to Section 9.02 of the Credit Agreement, Section 6.05 of
the Credit Agreement is amended by replacing clause “(g) Reserved ;” with the following:
(g) sales, transfers and other dispositions of Equity Interests; provided that the aggregate fair market
value of all Equity Interests sold, transferred or otherwise disposed of in reliance on this clause shall not
exceed $15,000,000 during any Fiscal Year;
SECTION 3 . Representations of Borrower. The Borrower represents and warrants that (i) the representations
and warranties of the Borrower set forth in Article 3 of the Credit Agreement are true on and as of the date hereof and
(ii) no Default has occurred and is continuing on and as of the date hereof.
SECTION 4 . Governing Law. This Amendment shall be governed by and construed in accordance with the
laws of the