1.

Interpretation      2

2.

Facility    19

3.

Purpose    19

4.

Conditions precedent    20

5.

Utilisation    21

6.

Optional Currency    21

7.

Repayment    23

8.

Prepayment and cancellation    25

9.

Interest    30

10.

Terms    31

11.

Changes to the calculation of interest    31

12.

Taxes    32

13.

Increased Costs    34

14.

Mitigation    36

15.

Payments    36

16.

Representations and warranties    39

20.

Default    53

21.

The Administrative Parties and the Reference Banks    55

27.

Changes to the Parties    67

28.

Restriction on Debt Purchase Transactions    71

29.

Disclosure of information    72

30.

Confidentiality of Funding Rates and Reference Bank Quotations    76

31.

Set-off    77

32.

Pro Rata Sharing    78

6.

Form of Legal opinion of legal adviser to the Company    90

7.

Form of English legal opinion    95

8.

Form of Slovak legal opinion    98

9.

Forms of Notifiable Debt Purchase Transaction Notice    103

Signatories

105

(1)

U. S. Steel Košice, s.r.o. , with its registered seat at Vstupný areál U. S. Steel, Košice 044 54, Slovak Republic, registered in the Commercial Register of District Court Košice I, insert No. 11711/V, section Sro, company identification number ( IČO ): 36 199 222 as borrower (the Company );

(2)

(a)     COMMERZBANK Aktiengesellschaft , with its registered office Kaiserstrasse 16, 603 11 Frankfurt am Main, Federal Republic Germany, entered in the Commercial Register at the District Court in Frankfurt am Main under Entry HR B 32000, acting through its organizational unit COMMERZBANK Aktiengesellschaft, pobočka zahraničnej banky, Bratislava , with its seat at Bratislava 1, Rajská 15/A, Postcode 811 08, Identification No.: 30847737, entered in the Commercial Register of the District Court Bratislava I, Sec. Po, Insert No. 1121/B;

(b)

ING Bank N.V. , with its registered seat at Bijlmerplein 888, 1102MG Amsterdam, The Netherlands, a company limited by shares, registered in the Trade Register of Chamber of Commerce and Industry for Amsterdam under file No. 33031431 acting through its organisational unit ING Bank N.V., pobočka zahraničnej banky , Pribinova 10, Bratislava 811 09, Slovak Republic, Identification No. 30 844 754, registered in the Commercial register maintained by the District Court of Bratislava I, in Section Po, inserted file No. 130/B;

(c)

Slovenská sporiteľňa, a.s. , with its registered seat at Tomášikova 48, 832 37 Bratislava, Slovak Republic, Identification No. 00 151 653, registered in the Commercial register maintained by the District Court of Bratislava I, in Section Sa, insert No. 601/B; and

(d)

Komerční banka, a.s. , with its registered seat at Na Příkopě 33/969, Praha 1 114 07, Czech Republic, Identification No. 453 17 054, registered in the Commercial register maintained by the Municipal Court of Prague, insert No. B 1360, acting through its organisational unit Komerční banka, a.s., pobočka zahraničnej banky , with its registered office at Hodžovo námestie 1A, 811 06 Bratislava, Slovak Republic, Identification No. 47 231 564, registered in the Commercial register maintained by the District Court of Bratislava I, in Section Po, insert No. 1914/B,

(3)

Citibank Europe plc , with its registered office at North Wall Quay 1, Dublin 1, Republic of Ireland, registered with the Companies Registration Office under No. 132781, acting through its organisational unit Citibank Europe plc, pobočka zahraničnej banky , with its registered office at Dvořákovo nábrežie 8, 811 02 Bratislava, Slovak Republic, Identification No. 36 861 260, registered in the Commercial register maintained by the District Court of Bratislava I, in Section Po, insert No. 1662/B as lead arranger (in this capacity the Lead Arranger , and, together with the Mandated Lead Arrangers, the Arrangers );

(4)

THE FINANCIAL INSTITUTIONS listed in Schedule 1 (Original Lenders) as original lenders (the Original Lenders ); and

(5)

Commerzbank International S.A. , with its seat at 25, rue Edward Steichen, 2540 Luxembourg, Grand Duchy of Luxembourg, registered with the Companies Registry of Luxembourg under number B 8495 as the agent of the Finance Parties (in this capacity the Facility Agent ).

1.

INTERPRETATION

1.1

Definitions

(a)

if on that day a payment in or a purchase of a currency (other than euro) is to be made, the principal financial centre of the country of that currency; or

(b)

if on that day a payment in or a purchase of euro is to be made, which is also a TARGET Day.

(a)

for an Original Lender, the amount set opposite its name in Schedule 1 (Original Lenders) under the heading " Commitments " and the amount of any other Commitment it acquires; and

(b)

for any other Lender, the amount of any Commitment it acquires,

(a)

any member of the Group or any of its advisers; or

(b)

another Finance Party, if the information was obtained by that Finance Party directly or indirectly from any member of the Group or any of its advisers,

(i)

is or becomes public information other than as a direct or indirect result of any breach by that Finance Party of Clause 29 (Disclosure of information); or

(ii)

is identified in writing at the time of delivery as non-confidential by any member of the Group or any of its advisers; or

(iii)

is known by that Finance Party before the date the information is disclosed to it in accordance with paragraphs (a) or (b) of this definition or is lawfully obtained by that Finance Party after that date, from a source which is, as far as that Finance Party is aware, unconnected with the Group and which, in either case, as far as that Finance Party is aware, has not been obtained in breach of, and is not otherwise subject to, any obligation of confidentiality.

(a)

purchases by way of assignment or transfer;

(b)

enters into any sub-participation in respect of; or

(c)

enters into any other agreement or arrangement having an economic effect substantially similar to a sub-participation in respect of,

(a)

an Event of Default; or

(b)

an event or circumstance which, with the giving of notice, lapse of time or fulfilment of any other applicable condition (or any combination of the foregoing) set out in Clause 20 (Default), would constitute an Event of Default.

(a)

that has failed to make its participation in a Loan available within five Business Days from the Utilisation Date of that Loan or has notified the Facility Agent that it will not make its participation in a Loan available by the Utilisation Date of that Loan, in accordance with Clause 5.3 (Advance of Loan); or

(b)

that has been is adjudged bankrupt or insolvent pursuant to a final non-appealable order,

(i)

the Lender's failure to pay is caused by a Disruption Event and the respective payment is made within 10 Business Days of its due date; or

(ii)

the Lender is disputing in good faith whether it is legally obliged to make the payment in question.

(a)

a material disruption to those payment or communications systems or to those financial markets which are, in each case, required to operate in order for payments to be made in connection with the Facility (or otherwise in order for the transactions contemplated by the Finance Documents to be carried out) which disruption is not caused by, and is beyond the control of, any of the Parties; or

(b)

the occurrence of any other event which results in a disruption (of a technical or systems-related nature) to the treasury or payments operations of a Party preventing that Party, or any other Party:

(i)

from performing its payment obligations under the Finance Documents; or

(ii)

from communicating with other Parties in accordance with the terms of the Finance Documents,

(a)

that:

(i)

is rated by any of: (A) Moody’s Investors Service Limited; (B) Standard & Poor’s Rating Services; (C) Fitch Ratings Limited; or (D) other internationally recognised rating agency; and

(ii)

does not have or ceases to have a rating of at least: (A) Baa3 (or equivalent), if rated by Moody’s Investors Service Limited; (B) BBB- (or equivalent), if rated by Standard & Poor’s Rating Services; (C) BBB- (or equivalent), if rated by

(b)

is a Subsidiary of an entity, which is subject to bankruptcy, insolvency, or similar proceedings.

(c)

ERISA Affiliate means any person treated as a single employer with the Company for the purpose of section 414 of the Code.

(d)

Plan means an employee benefit plan as defined in section 3(3) of ERISA:

(i)

maintained by the Company or any ERISA Affiliate; or

(ii)

pursuant to which the Company or any ERISA Affiliate is required to make any payment or contribution.

(e)

Reportable Event means:

(i)

an event specified as such in section 4043 of ERISA or any related regulation, other than an event in relation to which the requirement to give notice of that event is waived by any regulation; or

(ii)

a failure to meet the minimum funding standard under section 412 or 430 of the Code or section 302 of ERISA, whether or not there has been any waiver of notice or waiver of the minimum funding standard under section 412 of the Code.

(a)

the applicable Screen Rate as of the Specified Time on the Rate Fixing Day for euro and for a period equal in length to the Term of that Loan; or

(b)

as otherwise determined pursuant to Clause 11.1 (Unavailability of Screen Rate),

(a)

on or before the date it becomes a Lender; or

(b)

by not less than five Business Days' notice,

(a)

sections 1471 to 1474 of the Code or any associated regulations;

(b)

any treaty, law or regulation enacted in any other jurisdiction, or relating to an intergovernmental agreement between the US and any other jurisdiction, which (in either case) facilitates the implementation of any law or regulation referred to in paragraph (a) of this definition; or

(c)

any agreement pursuant to the implementation of any treaty, law or regulation referred to in paragraphs (a) or (b) of this definition with the US Internal Revenue Service, the US government or any governmental or taxation authority in any other jurisdiction.

(a)

in relation to a "withholdable payment" described in section 1473(1)(A)(i) of the Code (which relates to payments of interest and certain other payments from sources within the US), 1 July 2014;

(b)

in relation to a "withholdable payment" described in section 1473(1)(A)(ii) of the Code (which relates to "gross proceeds" from the disposition of property of a type that can produce interest from sources within the US), 1 January 2019; or

(c)

in relation to a "passthru payment" described in section 1471(d)(7) of the Code not falling within paragraphs (a) or (b) of this definition, 1 January 2019,

(a)

the Original Final Maturity Date; and

(b)

if applicable, the later of the First Extension Final Maturity Date and the Second Extension Final Maturity Date if determined with respect to the relevant Lender in accordance with Clause 7.2 (Extension of Final Maturity Date).

(a)

this Agreement;

(b)

a Fee Letter;

(c)

a Transfer Certificate; or

(d)

any other document designated as such by the Facility Agent and the Company.

(a)

money borrowed;

(b)

liabilities under or in respect of any acceptance or acceptance credit;

(c)

any notes, bonds, debentures, debenture stock, loan stock or other debt securities offered, issued or distributed whether by way of public offer, private placing, acquisition consideration or otherwise and whether issued for cash or in whole or in part for a consideration other than cash;

(d)

receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis);

(e)

any interest rate and/or currency swap, forward foreign exchange transaction, financial or commodity futures transaction, commodity swap or other derivative transaction (and, when calculating the value of any of the foregoing transactions, only the net amount of

(f)

liabilities pursuant to any lease which are capitalised in accordance with USGAAP;

(g)

any other transaction (including any forward sale or purchase agreement) having the commercial effect of a borrowing; or

(h)

liabilities under any guarantee, indemnity or other assurance against financial loss given in relation to any of the foregoing.

(a)

an additional or increased cost;

(b)

a reduction in the rate of return from a Facility or on a Finance Party's (or its Holding Company's) overall capital; or

(c)

a reduction of an amount due and payable under any Finance Document,

(a)

declaration of bankruptcy (in Slovak: vyhlásenie konkurzu ) with respect to the assets of the Company in the Republic;

(b)

opening of the restructuring (in Slovak: povolenie reštrukturalizácie ) of the Company in the Republic; or

(c)

commencement of any insolvency or enforcement procedure against the Company in any other jurisdiction, with a purpose analogous to the purpose of any of the procedures specified in paragraphs (a) and (b) of this definition.

(a)

the applicable Screen Rate for the longest period (for which that Screen Rate is available) which is less than the Term of that Loan, provided that if any such rate is below zero, then the applicable Screen Rate will be deemed to be zero; and

(b)

the applicable Screen Rate for the shortest period (for which that Screen Rate is available) which exceeds the Term of that Loan, provided that if any such rate is below zero, then the applicable Screen Rate will be deemed to be zero,

(a)

an Original Lender; or

(b)

any person that becomes a Lender after the date of this Agreement.

(a)

the applicable Screen Rate as of the Specified Time on the Rate Fixing Day for US Dollars and for a period equal in length to the Term of that Loan; or

(b)

as otherwise determined pursuant to Clause 11.1 (Unavailability of Screen Rate),

(a)

whose participation in the outstanding Loans and whose undrawn Commitments then aggregate 66 ² / ₃ per cent. or more of the aggregate of all the outstanding Loans and the undrawn Commitments of all the Lenders;

(b)

if there is no Loan then outstanding, whose undrawn Commitments then aggregate 66 ² / ₃ per cent. or more of the Total Commitments; or

(c)

if there is no Loan then outstanding and the Total Commitments have been reduced to zero, whose Commitments aggregated 66 ² / ₃ per cent. or more of the Total Commitments immediately before the reduction;

(a)

any banking supervision or other costs imposed by the Bank of England or the United Kingdom Financial Services Authority; and

(b)

any other applicable regulatory or central bank requirements relating to any Loan, including any reserve asset requirements of the European Central Bank or the Central Bank.

(a)

in respect of any Loan in euro, 3.35 per cent. per annum; and

(b)

in respect of any Loan in US Dollars, 3.65 per cent. per annum.

(a)

disposal of Assets in the ordinary course of trading at arms' length;

(b)

disposal on normal commercial terms of obsolete Assets or Assets no longer used or useful in the Company’s business;

(c)

payment of cash as consideration for the acquisition of any Asset on normal commercial terms;

(d)

temporary application of funds not immediately required in the Company’s business for the purchase of investments or the realisation of such investments;

(e)

exchange of Assets for other assets of a similar nature and value, or the sale of Assets on normal commercial terms for cash that is payable in full on completion of the sale and is to be, and is, applied toward the purchase of similar Assets within six months;

(f)

disposal of Assets located outside the Republic; and

(g)

any disposal approved in writing by the Majority Lenders.

(a)

a merger of any Subsidiary of the Company into the Company, such that the Company acquires all the assets and liabilities of such Subsidiary and the Company is the surviving legal entity, provided the Company's post-merger consolidated net worth equals or exceeds the immediately preceding pre-merger consolidated net worth of the Company and that Subsidiary as determined on the basis of accounting principles and practices consistent with the preparation of the Latest Accounts;

(b)

a merger of any Subsidiary of U. S. Steel into the Company, such that the Company acquires all the assets and liabilities of such Subsidiary and the Company is the surviving legal entity, provided the Company's post-merger consolidated net worth equals or exceeds the immediately preceding pre-merger consolidated net worth of the Company and that Subsidiary as determined on the basis of accounting principles and practices consistent with the preparation of the Latest Accounts; and

(c)

any merger or corporate restructuring approved in advance in writing by the Majority Lenders.

(a)

any Security Interest existing on the date of this Agreement and disclosed to the Facility Agent in writing on or before the date of this Agreement;

(b)

any Security Interest granted in connection with the acquisition of any asset, the assumption of any Security Interest previously existing on such acquired asset or any Security Interest existing on any asset of any person when it becomes a Subsidiary of the Company in each case provided that the Indebtedness secured by such Security Interest does not exceed the fair market value of that asset as at the date of that acquisition;

(c)

any easement, right-of-way, minor defect or irregularity in title or other similar encumbrance on real property that, in each case, has no material adverse effect on the then current use or value of such real property or on the then current conduct of the business of any member of the Group;

(d)

any unexercised lien for tax not being delinquent or contested in good faith by appropriate proceedings and for which reserves, adequate under USGAAP, are being maintained;

(e)

any Security Interest on equipment of the Company arising solely under lease of such equipment that, in accordance with USGAAP, are required to be capitalised, provided that any such Security Interest extends to no other property and secures no other Indebtedness and the Indebtedness secured by any such Security Interest does not exceed the fair market value of such equipment;

(f)

any purchase money Security Interest on equipment acquired by the Company after the date of this Agreement incurred simultaneously with or within 180 days after the completion of installation thereof solely to secure payment of all or part of the purchase price thereof provided that each such Security Interest secures no other Indebtedness and extends to no other property and the Indebtedness secured by any such Security Interest does not exceed the fair market value of such equipment;

(g)

any lien arising solely by operation of law (or by an agreement evidencing the same) in the ordinary course of Company's business in respect of Indebtedness that either: (i) has been due for less than 90 days; or (ii) is being contested in good faith by appropriate means and for which reserves, adequate under USGAAP, are being maintained;

(h)

any Security Interest arising out of title retention provisions in a supplier's standard conditions of supply of goods acquired by Company in the ordinary course of its business;

(i)

any Security Interest approved in advance in writing by the Majority Lenders;

(j)

any lien in favour of a financial institution arising from a documentary letter of credit in the ordinary course of business;

(k)

renewal of or substitution for any Security Interest permitted under any preceding paragraph; and

(l)

any Security Interest arising in the ordinary course of business in connection with: (i) the performance of a bid, trade contract, (to the extent not covered by paragraph (b) of this definition), lease (to the extent that lease constitutes a finance lease and not an operating lease), statutory obligations, surety and appeal bond, performance bond and other obligations of a like nature; (ii) a deposit account; and (iii) a deposit made in the ordinary course of business for the purposes of cash collateralising a letter of credit, provided that the aggregate book value of Assets subject to the Security Interests described in this paragraph (l) does not at any time exceed euro 50,000,000 or its equivalent; provided, however, the maximum amount under this paragraph (l) does not apply to cash deposits that are subject to any bank's general right of set-off but does apply in situations where a specific security agreement exists, including any specific Security Interest that entitles any secured creditor to separately satisfy its claim under the Slovak Bankruptcy Act or any analogous right in any jurisdiction arising in bankruptcy or insolvency.

(a)

for the purpose of determining a Lender's participation in a utilisation of the Facility, the proportion which its Commitment bears to the Total Commitments; and

(b)

for any other purpose on a particular date:

(i)

the proportion which a Lender's participation of the Loans (if any) bears to all the Loans;

(ii)

if there is no Loan outstanding on that date, the proportion which its Commitment bears to the Total Commitments on that date; or

(iii)

if the Total Commitments have been cancelled, the proportion which its Commitment bore to the Total Commitments immediately before being cancelled.

(a)

in case of the bankruptcy (in Slovak: konkurz ) in the Republic in respect of the assets of the Company would be satisfied in the same manner as subordinated receivables owed by the Company to its subordinated creditors (i.e. receivables in respect of which a subordination undertaking (in Slovak: záväzok podriadenosti ) under section 408a of Slovak Act 513/1991 Coll. the Commercial Code was made);

(b)

in case of the restructuring (in Slovak: reštrukuralizácia ) in the Republic relating to the assets of the Company, could not be satisfied in the same or better manner than any other unsubordinated receivable owed by the Company to its unrelated creditors registered in the restructuring plan (in Slovak: reštrukturalizačný plán ) of the Company.

(a)

the second Business Day before the first day of a Term for a Loan denominated in any currency other than euro; or

(b)

the second TARGET Day before the first day of a Term for a Loan denominated in euro,

(a)

in relation to LIBOR:

(i)

(other than where paragraph (a)(ii) of this definition applies) as the rate at which the relevant Reference Bank could borrow funds in the London interbank market in the relevant currency and for the relevant period were it to do so by asking for and then accepting interbank offers for deposits in reasonable market size in that currency and for that period; or

(ii)

if different, as the rate (if any and applied to the relevant Reference Bank and the relevant currency and period) which contributors to the applicable Screen Rate are asked to submit to the relevant administrator; or

(b)

in relation to EURIBOR:

(i)

(other than where paragraph (b)(ii) of this definition applies) as the rate at which the relevant Reference Bank believes one prime bank is quoting to another prime bank for interbank term deposits in euro within the Participating Member States for the relevant period; or

(ii)

if different, as the rate (if any and applied to the relevant Reference Bank and the relevant period) which contributors to the applicable Screen Rate are asked to submit to the relevant administrator.

(a)

a fund which is managed or advised by the same investment manager or investment adviser as the first fund; or

(b)

if it is managed by a different investment manager or investment adviser, a fund whose investment manager or investment adviser is an Affiliate of the investment manager or investment adviser of the first fund.

(a)

to be made on the same day that a maturing Loan is due to be repaid;

(b)

the aggregate amount of which is equal to or less than the maturing Loan;

(c)

in the same currency as the maturing Loan; and

(d)

to be made for the purpose of refinancing a maturing Loan.

(a)

any person listed in any Sanctions-related list of designated persons maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State, or by the United Nations Security Council, the European Union or any member state of the European Union;

(b)

any person operating, organized or resident in a country being subject to Sanctions; or

(c)

any person owned or controlled by any such person or persons described in paragraphs (a) or (b) of this definition.

(a)

in relation to LIBOR, the London interbank offered rate administered by ICE Benchmark Administration Limited (or any other person which takes over the administration of that rate) for the relevant currency and period displayed (before any correction, recalculation or republication by the administrator) on pages LIBOR01 or LIBOR02 of the Thomson Reuters screen (or any replacement Thomson Reuters page which displays that rate); and

(b)

in relation to EURIBOR, the euro interbank offered rate administered by the European Money Markets Institute (or any other person which takes over the administration of that rate) for the relevant period displayed (before any correction, recalculation or republication by the administrator) on page EURIBOR01 of the Thomson Reuters screen (or any replacement Thomson Reuters page which displays that rate),

(a)

in relation to EURIBOR, 11.00 a.m.;

(b)

in relation to LIBOR, noon.

1.2

Construction

(a)

In this Agreement, unless the contrary intention appears, a reference to:

(i)

an amendment includes a supplement, novation, restatement or re-enactment and amended will be construed accordingly;

(ii)

assets means assets as defined in the Latest Accounts;

(iii)

an authorisation includes an authorisation, consent, approval, resolution, licence, exemption, filing, registration or notarisation;

(iv)

disposal means a sale, transfer, grant, lease or other disposal, whether voluntary or involuntary, and dispose will be construed accordingly;

(v)

the words include or including shall be deemed to be followed by without limitation or but not limited to whether or not they are followed by such phrases or words of like import;

(vi)

know your customer requirements are the "know your customer" or similar identification procedures that a Finance Party is obliged to undertake in order to meet its obligations under any applicable law or regulation including, in relation to a Slovak Finance Party, for performance of care by a Slovak Finance Party as an obliged person (in Slovak: vykonanie starostlivosti ako povinnou osobou ) according to section 10 of the Slovak Act No. 297/2008 Coll., as amended, including any documentation or other evidence which is reasonably requested by a Slovak Finance Party (whether for itself, on behalf of any prospective new Lender) to establish whether it has a "special relationship" (in Slovak: osobitný vzťah ) with the Company (as defined in the Slovak Banking Act);

(vii)

a person includes any individual, company, corporation, unincorporated association or body (including a partnership, trust, joint venture or consortium), government, state, agency, organisation or other entity whether or not having separate legal personality;

(viii)

a regulation includes any regulation, rule, official directive, request or guideline (whether or not having the force of law but, if not having the force of law, being of a type with which any person to which it applies is accustomed to comply) of any governmental, inter-governmental or supranational body, agency, department or regulatory, self-regulatory or other authority or organisation;

(ix)

a currency is a reference to the lawful currency for the time being of the relevant country;

(x)

a Default being continuing means that it has not been remedied or waived;

(xi)

a provision of law is a reference to that provision as extended, applied, amended or re-enacted and includes any subordinate legislation;

(xii)

a Clause or a Schedule is a reference to a clause of, or a schedule to, this Agreement;

(xiii)

a Party or any other person includes its successors in title, permitted assigns and permitted transferees;

(xiv)

a Finance Document or another document is a reference to that Finance Document or other document as amended;

(xv)

the word “will” shall be construed to have the same meaning and effect as the word “shall”; and

(xvi)

a time of day is a reference to Central European time (i.e. CET or CEST, as applicable in the given time of the year).

(b)

The determination of the extent to which a rate is " for a period equal in length " to an Term shall disregard any inconsistency arising from the last day of that Term being determined pursuant to the terms of this Agreement.

(c)

Unless the contrary intention appears, a reference to a month is a reference to a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month or the calendar month in which it is to end, except that:

(i)

if the numerically corresponding day is not a Business Day, the period will end on the next Business Day in that month (if there is one) or the preceding Business Day (if there is not);

(ii)

if there is no numerically corresponding day in that month, that period will end on the last Business Day in that month; and

(iii)

notwithstanding paragraph (c)(i) above, a period which commences on the last Business Day of a month will end on the last Business Day in the next month or the calendar month in which it is to end, as appropriate.

(d)

Unless a contrary intention appears:

(i)

a reference to a Party will not include that Party if it has ceased to be a Party under this Agreement;

(ii)

a word or expression used in any other Finance Document or in any notice given in connection with any Finance Document has the same meaning in that Finance Document or notice as in this Agreement;

(iii)

if there is an inconsistency between this Agreement and any other Finance Document, this Agreement will prevail;

(iv)

any non-payment obligations of the Company under the Finance Documents remain in force for so long as any payment obligation of the Company is or may be outstanding under the Finance Documents; and

(v)

an accounting term used in this Agreement is to be construed in accordance with USGAAP.

(e)

The headings in this Agreement do not affect its interpretation.

1.3

Third party rights

(a)

Unless expressly provided to the contrary in a Finance Document a person who is not a Party has no right under the Contracts (Rights of Third Parties) Act 1999 (the Third Parties Act ) to enforce or to enjoy the benefit of any term of this Agreement.

(b)

Subject to Clause 26.3 (Other exceptions) but otherwise notwithstanding any term of any Finance Document, no consent of any third party is required for any amendment (including any release or compromise of any liability) or termination of any Finance Document

1.4

Slovak terms

(a)

a novation governed by Slovak law includes privatívna novácia and kumulatívna novácia ;

(b)

a Security Interest governed by Slovak law includes záložné právo, zádržné právo, zabezpečovací prevod práva, and zabezpečovacie postúpenie pohľadávky;

(c)

a bankruptcy , insolvency or administration in the Republic includes konkurzné konanie , konkurz , reštrukturalizačné konanie , reštrukturalizácia , and nútená správa ;

(d)

being bankrupt or insolvent in the Republic includes being v úpadku, predlžený, platobne neschopný, v konkurze, v reštrukturalizácii, and v nútenej správe;

(e)

an expropriation, attachment, sequestration, distress, execution or analogous process in the Republic includes vyvlastnenie , exekúcia and výkon rozhodnutia ;

(f)

winding up, administration or dissolution in the Republic includes likvidácia , zrušenie s likvidáciou , zrušenie bez likvidácie bez právneho nástupcu , konkurzné konanie , konkurz , reštrukturalizačné konanie , reštrukturalizácia , and nútená správa ;

(g)

a receiver, trustee, administrator, administrative receiver, compulsory manager or similar officer in the Republic includes likvidátor , konkurzný správca (including predbežný správca ) , reštrukturalizačný správca , nútený správca , and súdny exekútor ;

(h)

a moratorium in the Republic includes reštrukturalizačné konanie and reštrukturalizácia ; and

(i)

constitutional documents of a company established in the Republic include spoločenská zmluva , zakladateľská listina , zakladateľská zmluva , zriaďovacia listina , štatút , and stanovy .

2.

FACILITY

2.1

Facility

2.2

Finance Parties' rights and obligations

(c)

The obligations of each Finance Party under the Finance Documents are several.

(d)

Failure by a Finance Party to perform its obligations under the Finance Documents does not affect the obligations of any other Party under the Finance Documents.

(e)

No Finance Party is responsible for the obligations of any other Finance Party under the Finance Documents.

(f)

The rights of a Finance Party under or in connection with the Finance Documents are separate and independent rights and they include any debt owing to that Finance Party under the Finance Documents.

(g)

Any debt arising under the Finance Documents to a Finance Party is a separate and independent debt. Any part of a Loan or any other amount owed by the Company which relates to a Finance Party’s participation in a Facility or its role under a Finance Document is a debt owing to that Finance Party by the Company.

(h)

A Finance Party may, except as specifically provided in the Finance Documents, separately enforce its rights under or in connection with the Finance Documents.

3.

PURPOSE

3.1

Loans

3.2

No obligation to monitor

4.

CONDITIONS PRECEDENT

4.1

Conditions precedent documents

4.2

Further conditions precedent

(a)

if there are any borrowings under the Existing Facility outstanding or to be outstanding on the date of the Request or the Utilisation Date, such outstanding borrowings are repaid or prepaid in whole by the Company on or before the Utilisation Date in accordance with the terms of the Existing Facility Agreement;

(b)

if there are any commitments of the lenders under the Existing Facility unutilised on the date of the Request or the Utilisation Date, such unutilised commitments are irrevocably cancelled in whole by the Company on or before the Utilisation Date in accordance with the terms of the Existing Facility Agreement;

(c)

on both the date of the Request and the Utilisation Date for that Loan the Repeating Representations are correct in all material respects;

(d)

in relation to any Loan to be utilised after the first Measurement Date, the Company complied with the obligations under Clause 18 (Financial covenants) as of the Measurement Date immediately preceding the date of the Request and the Utilisation Date; and

(e)

on both the date of the Request and the Utilisation Date for that Loan no Default or, in the case of a Rollover Loan, no Event of Default is continuing or would result from the Loan.

4.3

Drawstop

4.4

Maximum number of Loans

5.

UTILISATION

5.1

Giving of Requests

(f)

The Company may borrow a Loan by giving to the Facility Agent a duly completed Request.

(g)

Unless the Facility Agent otherwise agrees, the latest time for receipt by the Facility Agent of a duly completed Request is 11.00 a.m. one Business Day before the Rate Fixing Day for the proposed borrowing.

(h)

Each Request is irrevocable unless otherwise agreed by the Facility Agent upon the approval of the Majority Lenders.

5.2

Completion of Requests

(a)

the Utilisation Date is a Business Day falling within the Availability Period;

(b)

the amount of the Loan requested is:

(i)

a minimum of €5,000,000 and an integral multiple of €250,000 or an amount which complies with Clause 6 (Optional Currency);

(ii)

the maximum undrawn amount available under the Facility on the proposed Utilisation Date; or

(iii)

such other amount as the Facility Agent may agree; and

(c)

the proposed currency and Term comply with this Agreement.

5.3

Advance of Loan

(a)

The Facility Agent must promptly notify each Lender of the details of the requested Loan and the amount of its participation in that Loan.

(b)

The amount of each Lender’s participation of the requested Loan will be its Pro Rata Share on the proposed Utilisation Date.

(c)

No Lender is obliged to participate in a Loan if, as a result:

(i)

its participation in the Loans would exceed its Commitment; or

(ii)

the Loans would exceed the Total Commitments.

(d)

If the conditions set out in this Agreement have been met, each Lender must make its participation in the requested Loan available to the Facility Agent for the Company through its Facility Office on the Utilisation Date.

6.

OPTIONAL CURRENCY

6.1

General

(a)

if the Loan is denominated in euros, its amount; or

(b)

if the Loan is denominated in the Optional Currency, its equivalent in euros calculated on the basis of the Facility Agent's Spot Rate of Exchange one Business Day before the Rate Fixing Day for that Term.

6.2

Selection

(e)

The Company must select the currency of a Loan in its Request.

(f)

The amount of a Loan requested in the Optional Currency must be a minimum amount of the equivalent of €5,000,000 in the Optional Currency and in integral multiples of the equivalent of €250,000 in the Optional Currency.

6.3

Conditions relating to Optional Currency

6.4

Revocation of currency

(a)

Notwithstanding any other term of this Agreement, if before 9.30 a.m. on any Rate Fixing Day the Facility Agent receives notice from a Lender that:

(iii)

the Optional Currency is not readily available to it in the Relevant Market in the amount and for the period required; or

(iv)

participating in a Loan in the Optional Currency might contravene any law or regulation applicable to it,

(b)

In this event:

(i)

that Lender must participate in the Loan in euros; and

(ii)

the participation of that Lender in the Loan and any other similarly affected Lender(s) will be treated as a separate Loan denominated in euros during that Term.

(c)

Any part of a Loan treated as a separate Loan under this Clause 6.4 will not be taken into account for the purposes of any limit on the number of Loans outstanding at any one time.

(d)

A Loan will still be treated as a Rollover Loan if it is not denominated in the same currency as the maturing Loan by reason only of the operation of this Clause 6.4.

6.5

Optional Currency equivalents

(a)

whether any limit under this Agreement has been exceeded;

(b)

the amount of a Loan;

(c)

the participation of a Lender in a Loan;

(d)

the amount of any repayment or prepayment of a Loan; or

(e)

the undrawn amount of a Lender's Commitment,

6.6

Notification

7.

REPAYMENT

7.1

Repayment on Maturity Date

(g)

The Company must repay each Loan made to it in full on its Maturity Date.

(h)

Where the Maturity Date for an outstanding Loan coincides with the Utilisation Date for a new Loan to be denominated in the same currency as the outstanding Loan, the Facility Agent will apply the new Loan in or towards repayment of the outstanding Loan so that:

(i)

where the amount of the outstanding Loan exceeds the amount of the new Loan, the Company will only be required to repay the excess;

(ii)

where the amount of the outstanding Loan is exactly the same as the amount of the new Loan, the Company will not be required to make any payment in respect of the principal of the outstanding Loan;

(iii)

where the amount of the new Loan exceeds the amount of the outstanding Loan, the Company will not be required to make any payment and the excess will be advanced to the Company,

(i)

Subject to the other terms of this Agreement, any amounts repaid under paragraph (a) of this Clause 7.1 may be re-borrowed.

7.2

Extension of Final Maturity Date

(a)

The Company is entitled to request from each Lender that the Original Final Maturity Date be extended for a further period of twelve months to the First Extension Final Maturity Date by giving a request to the Facility Agent (in this Clause the First Extension Request ) not more than 90 days and not less than 60 days before the first anniversary of the date of this Agreement.

(b)

Each Lender may, in its sole discretion, accept the First Extension Request and notify the Facility Agent accordingly not later than 30 days before the first anniversary of the date of this Agreement.

(c)

Subject to paragraph (f) of this Clause 7.2, if the Majority Lenders accept the First Extension Request, the Final Maturity Date shall be:

(iii)

the First Extension Final Maturity Date for each Lender which has accepted the First Extension Request and notified the Facility Agent in accordance with paragraph (b) of this Clause 7.2; and

(iv)

the Original Final Maturity Date for each of the other Lenders.

(d)

The Company is entitled to request from:

(i)

each Lender which has approved the extension of the Original Final Maturity Date on the First Extension Request, that the First Extension Final Maturity Date be extended for a further period of twelve months to the Second Extension Final Maturity Date; and

(ii)

(e)    if the Company has submitted the First Extension Request, each Lender which has not approved the extension of the Original Final Maturity Date requested in the First Extension Request; and

(A)

each Lender if the Company has not submitted the First Extension Request,

(f)

Each Lender may, in its sole discretion, accept the Second Extension Request and notify the Facility Agent accordingly not later than 30 days before the second anniversary of the date of this Agreement.

(g)

If the Majority Lenders accept the Second Extension Request, the Final Maturity Date shall be:

(iv)

subject to approval of the First Extension Request by the Majority Lenders pursuant to paragraph (b) of this Clause 7.2, the Second Extension Final Maturity Date for each Lender which has approved the extension pursuant to paragraph (d)(i) of this Clause 7.2 and notified the Facility Agent in accordance with paragraph (e) of this Clause 7.2;

(v)

the First Extension Final Maturity Date for each Lender which has approved the extension pursuant to paragraph (d)(ii) of this Clause 7.2 and notified the Facility Agent in accordance with paragraph (e) of this Clause 7.2; and

(vi)

the Original Final Maturity Date for each of the other Lenders.

(h)

The Company is entitled to give an Extension Request only if on the date of the Extension Request:

(i)

the Repeating Representations are correct in all material respects; and

(ii)

no Default is continuing or would result from the relevant extension.

(i)

Only one First Extension Request and one Second Extension Request may be given. Any Extension Request given is irrevocable.

(j)

If a Lender fails to respond to an Extension Request within the period specified in paragraph (b) or (e) of this Clause 7.2 (as applicable) it shall be deemed to have declined that Extension Request. The Facility Agent shall promptly notify the Company whether or not the relevant Extension Request has been accepted and by which Lenders.

8.

PREPAYMENT AND CANCELLATION

8.1

Mandatory prepayment - illegality

(k)

If at any time:

(i)

it is necessary under the laws and constitution of the Republic:

(ii)

a Lender is or will be deemed to be resident, domiciled or carrying on business in or subject to the laws of the Republic by reason only of the execution, delivery, performance and/or enforcement of any Finance Document;

(iii)

in any proceedings taken in the Republic in respect of any Finance Document or for the enforcement of any Finance Document, the choice of English law as the governing law of the Finance Document will not be recognised; or

(iv)

it is or becomes unlawful in any applicable jurisdiction for a Lender to give effect to any of its obligations as contemplated by this Agreement or to fund or maintain its participation in any Loan,

(l)

The date for repayment or prepayment of a Lender's participation in a Loan will be:

(i)

the last day of the current Term of that Loan; or

(ii)

if earlier, the date specified by the Lender in the notification under paragraph (a)(iv)(A) of this Clause 8.1 and which must not be earlier than the last day of any applicable grace period allowed by law.

8.2

Mandatory prepayment - change of control

(e)

The Company shall, within one Business Day after the occurrence of a Change of Control notify such to the Facility Agent, and the Facility Agent shall promptly notify each Lender thereof. Such notice shall describe in reasonable detail the facts and circumstances giving rise thereto and the date of such Change of Control and each Lender may, by notice to the Company and the Facility Agent given not later than ten days after the date of such Change of Control has been notified to the relevant Lender, terminate its Commitment and declare any amounts payable by the Company under the Finance Documents for its account to be, and such amounts shall become, due and payable, in each case on the Business Day following the date of delivery of the termination notice without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Company.

(f)

For purposes of this Clause 8.2, the following terms have the following meanings:

(vii)

any "person" (as such term is used in Sections 13 (d) and 14(d) of the U.S. Securities Exchange Act of 1934, as amended, hereinafter, the "Exchange Act") is or becomes the "beneficial owner" (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that for the purposes of this paragraph (i) such person shall be deemed to have "beneficial ownership" of all shares that any such person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than 35% of either the aggregate ordinary Voting Power or the aggregate equity value represented by the issued and outstanding Equity Interests of U. S. Steel;

(viii)

the adoption of a plan relating to the liquidation or dissolution of U. S. Steel;

(ix)

the merger or consolidation of U. S. Steel with or into another entity, or the merger of another entity with or into U. S. Steel, other than a merger or consolidation transaction in which holders of Equity Interests representing 100% of the ordinary Voting Power represented by the Equity Interests in U. S. Steel immediately prior to such transaction own directly or indirectly at least a majority of the ordinary Voting Power represented by the Equity Interests (or other securities into which such securities are converted as part of such merger or consolidation transaction) in the surviving person resulting from such merger or consolidation transaction, and in substantially the same proportion as before the transaction;

(x)

the sale of all or substantially all the assets of U. S. Steel (determined on a consolidated basis) to another person; or

(xi)

the Company after the date of this Agreement ceases to be directly or indirectly beneficially owned by U. S. Steel, unless such cessation:

(A)

was approved in advance in writing by Facility Agent acting on the instructions of the Majority Lenders; or

(B)

results from a Permitted Merger.

8.3

Voluntary prepayment

(f)

The Company may, by giving not less than ten Business Days' prior notice to the Facility Agent, prepay any Loan at any time in whole or in part.

(g)

A prepayment of part of a Loan must be in a minimum amount of €5,000,000 and an integral multiple of €250,000 (or its equivalent in the Optional Currency).

(h)

A prepayment of all or part of a Loan must be on an Interest Payment Date.

8.4

Automatic cancellation

8.5

Voluntary cancellation

(a)

The Company may, by giving not less than five Business Days' prior notice to the Facility Agent, cancel the unutilised amount of the Total Commitments in whole or in part.

(b)

Partial cancellation of the Total Commitments must be in a minimum amount of €10,000,000 and an integral multiple of €250,000.

(c)

Any cancellation in part will be applied against the Commitment of each Lender pro rata.

8.6

Right of repayment and cancellation of a single Lender

(a)

If:

(i)

the Company is, or will be, required to pay to a Lender:

(A)

a Tax Payment; or

(B)

an Increased Cost; or

(ii)

any FATCA Protected Lender notifies the Facility Agent of a FATCA Event pursuant to Clause 8.8 (Mandatory repayment and cancellation of FATCA Protected Lenders),

(b)

After notification under paragraph (a) of this Clause 8.6:

(xii)

the Company must repay or prepay that Lender's participation in each Loan on the date specified in paragraph (c) of this Clause 8.6; and

(xiii)

the Commitment of that Lender will be immediately cancelled.

(c)

The date for repayment or prepayment of a Lender's participation in a Loan will be:

(iii)

the last day of the Term for that Loan; or

(iv)

if earlier, the date specified by the Company in its notification.

8.7

Right of repayment and cancellation of a Specified Lender

(a)

If any Lender becomes a Specified Lender:

(xiv)

it must notify the Company (through the Facility Agent) immediately; and

(xv)

until the Lender ceases to be a Specified Lender, the Company may, if all Lenders other than the relevant Specified Lender have given their prior consent (such consent not to be unreasonably withheld or delayed) give notice to the Facility Agent requesting repayment or prepayment and cancellation in respect of that Specified Lender; provided, however, that:

II.

date of making the repayment or prepayment (if any).

(b)

The Facility Agent shall as soon as practicable after receipt of a notice under paragraph (a)(i) of this Clause 8.7, notify all the Lenders.

(c)

After notice under paragraph (a)(ii) of this Clause 8.7:

(i)

the Company must repay or prepay that Specified Lender's participation in each Loan on the date specified in paragraph (d) of this Clause 8.7; and

(ii)

the Commitment of that Specified Lender will be immediately cancelled.

(d)

The date for repayment or prepayment of the Specified Lender's participation in a Loan will be:

(i)

the last day of the Term for that Loan; or

(ii)

if earlier, the date specified by the Company in its notification under paragraph (a)(ii) of this Clause 8.7.

8.8

Mandatory repayment and cancellation of FATCA Protected Lenders

(a)

that Lender shall, reasonably promptly after that date, notify the Facility Agent of that FATCA Event and the relevant FATCA Application Date;

(b)

if, on the date falling one month before such FATCA Application Date, that FATCA Event is continuing and that Lender has not been repaid pursuant to Clause 8.6 (Right of repayment and cancellation of a single Lender):

(iii)

that Lender may, at any time between one month and two weeks before such FATCA Application Date, notify the Facility Agent;

(iv)

upon the Facility Agent notifying the Company, the Commitment of that Lender will be immediately cancelled; and

(v)

the Company shall repay that Lender's participation in the Loans on the last day of the Term for each Loan occurring after the Facility Agent has notified the Company or, if earlier, the last Business Day before the relevant FATCA Application Date.

8.9

Re-borrowing of Loans

8.10

Miscellaneous provisions

(a)

Any notice of prepayment and/or cancellation under this Agreement is irrevocable and must specify the relevant date(s) and the affected Loans and Commitments. The Facility Agent must notify the Lenders promptly of receipt of any such notice.

(b)

All prepayments under this Agreement must be made with accrued interest on the amount prepaid. No premium or penalty is payable in respect of any prepayment except for Break Costs.

(c)

The Majority Lenders may agree a shorter notice period for a voluntary prepayment or a voluntary cancellation.

(d)

No prepayment or cancellation is allowed except in accordance with the express terms of this Agreement.

(e)

No amount of the Total Commitments cancelled under this Agreement may subsequently be reinstated.

9.

INTEREST

9.1

Calculation of interest

(g)

Margin;

(h)

IBOR; and

(i)

Mandatory Cost (if any).

9.2

Payment of interest

9.3

Interest on overdue amounts

(a)

If the Company fails to pay any amount payable by it under the Finance Documents, it must immediately on demand by the Facility Agent pay interest on the overdue amount from its due date up to the date of actual payment, both before, on and after judgment.

(b)

Interest on an overdue amount is payable at a rate determined by the Facility Agent to be two per cent. per annum above the rate that would have been payable if the overdue amount had, during the period of non-payment, constituted a Loan in the currency of the overdue amount. For this purpose, the Facility Agent may (acting reasonably):

(ii)

select successive Terms of any duration of up to three months; and

(iii)

determine the appropriate Rate Fixing Day for that Term.

(c)

Notwithstanding paragraph (b) of this Clause 9.3, if the overdue amount is a principal amount of a Loan and becomes due and payable before the last day of its current Term, then:

(iii)

the first Term for that overdue amount will be the unexpired portion of that Term; and

(iv)

the rate of interest on the overdue amount for that first Term will be one per cent. per annum above the rate then payable on that Loan.

(d)

Interest (if unpaid) on an overdue amount will be compounded with that overdue amount at the end of each of its Terms but will remain immediately due and payable.

9.4

Notification of rates of interest

9.5

Acknowledgement

10.

TERMS

10.1

Selection

(i)

Each Loan has one Term only.

(j)

The Company must select the Term for a Loan in the relevant Request.

(k)

Subject to the following provisions of this Clause, each Term for a Loan will be one or two weeks, or one, two, three or six months.

10.2

No overrunning the Final Maturity Date

10.3

Notification

11.

CHANGES TO THE CALCULATION OF INTEREST

11.1

Unavailability of Screen Rate

(e)

Interpolated Screen Rate : If no Screen Rate is available for IBOR for the Term of a Loan, the applicable IBOR shall be the Interpolated Screen Rate for a period equal in length to the Term of that Loan.

(f)

Reference Bank Rate : If no Screen Rate is available for IBOR for the Term of a Loan, and it is not possible to calculate the Interpolated Screen Rate, the applicable IBOR shall be the Reference Bank Rate as of the Specified Time for the currency of that Loan and for a period equal in length to the Term of that Loan.

(g)

Cost of funds : If paragraph (b) of this Clause 11.1 applies but no Reference Bank Rate is available for the relevant currency or Term there shall be no IBOR for that Loan and Clause 11.4 (Cost of funds) shall apply to that Loan for that Term.

11.2

Calculation of Reference Bank Rate

(d)

Subject to paragraph (b) of this Clause 11.2, if IBOR is to be determined on the basis of a Reference Bank Rate but a Reference Bank does not supply a quotation by the Specified Time

(e)

If at or about noon on the Rate Fixing Day none or only one of the Reference Banks supplies a quotation, there shall be no Reference Bank Rate for the relevant Term.

11.3

Market disruption

11.4

Cost of funds

(e)

If this Clause 11.4 applies, the rate of interest on each Lender's participation of the relevant Loan for the relevant Term shall be the percentage rate per annum which is the sum of:

(v)

the Margin;

(vi)

the rate notified to the Facility Agent by that Lender as soon as practicable and in any event before interest is due to be paid in respect of that Term, to be that which expresses as a percentage rate per annum the cost to the relevant Lender of funding its participation in that Loan from whatever source it may reasonably select; and

(vii)

the Mandatory Cost, if any, applicable to that Lender's participation in the Loan.

(f)

If this Clause 11.4 applies and the Facility Agent or the Company so requires, the Facility Agent and the Company shall enter into negotiations (for a period of not more than 30 days) with a view to agreeing a substitute basis for determining the rate of interest.

(g)

Any alternative basis agreed pursuant to paragraph (b) of this Clause 11.4 shall, with the prior consent of all the Lenders and the Company, be binding on all Parties.

12.

TAXES

12.1

Gross-up

12.2

Tax receipts

12.3

Reimbursement of tax credit

12.4

Exception to gross-up

(vi)

to the extent that the obligation to pay the additional amount would not have arisen but for the failure by that Lender to provide (within a reasonable period after being requested to do so by the Company or the Facility Agent and at the cost of the Company) any form, certificate or other documentation:

(D)

which it is fully within the power of the Lender to provide;

(vii)

if that Lender has not complied with its obligations under paragraph (a) of Clause 12.5 (Tax confirmation) for a period of 90 days from the date that Lender became aware that it could not give the confirmation referred to in paragraph (a) of Clause 12.5 (Tax confirmation); or

(viii)

the confirmation provided by that Lender under paragraph (a) of Clause 12.5 (Tax confirmation) is incorrect when made.

12.5

Tax confirmation

(a)

Each Lender (other than a Lender with its Facility Office situated in the Republic) confirms to the Company that on the date of this Agreement (or if it only subsequently becomes a Party to this Agreement, on that date) under the terms of a double taxation treaty between the jurisdiction in which that Lender is resident and the Republic payments due to it under the Finance Documents may be made without deduction or withholding on account of any Tax imposed or levied by the Republic (or any political subdivision or taxing authority of the Republic) under the laws of the Republic, as interpreted and applied at that time.

(b)

If a Lender becomes aware that it could not, on any particular day, give the confirmation referred to in paragraph (a) of this Clause 12.5, it shall promptly but in any event within 90 days, notify such to the Company (through the Facility Agent).

(c)

Each Lender shall, as soon as reasonably practicable upon the Company's request, provide the Company with its tax residence certificate.

12.6

Stamp taxes

12.7

Value added taxes

(a)

Any amount (including costs, fees and expenses) payable under a Finance Document by the Company is exclusive of any value added tax or similar tax that might be chargeable in connection with that amount. If any such value added tax or similar tax is chargeable, the Company must pay (in addition to and at the same time as it pays that amount) an amount equal to the amount of that value added tax or similar tax.

(b)

The obligation of the Company under paragraph (a) of this Clause 12.7 will be reduced to the extent that the Finance Party is entitled to repayment or a credit in respect of the relevant value added tax or similar tax.

12.8

FATCA Deduction

(a)

Each Party may make any FATCA Deduction it is required to make by FATCA, and any payment required in connection with that FATCA Deduction, and no Party shall be required to increase any payment in respect of which it makes such a FATCA Deduction or otherwise compensate the recipient of the payment for that FATCA Deduction.

(b)

Each Party shall promptly, upon becoming aware that it must make a FATCA Deduction (or that there is any change in the rate or the basis of such FATCA Deduction) notify the Party to whom it is making the payment and, in addition, shall notify the Company, the Facility Agent and the other Finance Parties.

13.

INCREASED COSTS

13.1

Increased Costs

(d)

Except as hereinafter provided in this Clause, the Company must pay to a Finance Party the amount of any Increased Cost incurred by that Finance Party or its Holding Company as a result of:

(ix)

the introduction of, or any change in, or any change in the interpretation, or application of, any law or regulation;

(x)

compliance with any law or regulation made after the date of this Agreement; or

(xi)

the implementation or application of or compliance with Basel III or CRR/CRD IV or any other law or regulation which implements Basel III or CRR/CRD IV (whether such implementation, application or compliance is by a government, regulator, Finance Party or any of its Holding Companies).

(e)

In this Agreement:

(i)

the agreements on capital requirements, a leverage ratio and liquidity standards contained in "Basel III: A global regulatory framework for more resilient banks and banking systems", "Basel III: International framework for liquidity risk measurement, standards and monitoring" and "Guidance for national authorities operating the countercyclical capital buffer" published by the Basel Committee in December 2010, each as amended, supplemented or restated;

(ii)

the rules for global systemically important banks contained in "Global systemically important banks: assessment methodology and the additional loss absorbency requirement – Rules text" published by the Basel Committee in November 2011, as amended, supplemented or restated; and

(iii)

any further guidance or standards published by the Basel Committee relating to Basel III.

(i)

Regulation (EU) No. 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions and investment firms; and

(ii)

Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms, amending Directive 2002/87/EC and repealing Directives 2006/48/EC and 2006/49/EC.

13.2

Exceptions

(h)

compensated for under another Clause or would have been but for an exception to that Clause;

(i)

a tax on the overall net income of a Finance Party or its Holding Company;

(j)

attributable to a FATCA Deduction required to be made by a Party;

(k)

attributable to a Finance Party or its Holding Company wilfully failing to comply with any law or regulation; or

(l)

attributable to the failure of the relevant Finance Party or its Holding Company to notify the Company of that increased cost within 45 days of becoming aware of it.

13.3

Claims

(c)

A Finance Party intending to make a claim for an Increased Cost must notify the Facility Agent of the circumstances giving rise to and the amount of the claim, following which the Facility Agent will promptly notify the Company.

(d)

Each Finance Party must, as soon as practicable after a demand by the Facility Agent, provide a certificate confirming the amount of its Increased Cost.

14.

MITIGATION

14.1

Mitigation

(m)

any additional amounts becoming payable under Clause 12 (Taxes); or

(n)

any amount becoming payable under Clause 13 (Increased Costs); or

(o)

any prepayment or cancellation under Clause 8.1 (Mandatory prepayment - illegality); or

(p)

a Finance Party incurring any cost of complying with the minimum reserve requirements of its supervising and regulating entity,

15.

PAYMENTS

15.1

Place

(e)

in the principal financial centre of the country of the relevant currency; or

(f)

in the case of euro, in the principal financial centre of a Participating Member State or London,

15.2

Funds

15.3

Distribution

(f)

Each payment received by the Facility Agent under the Finance Documents for another Party must, except as hereinafter provided, be made available by the Facility Agent to that Party by payment (as soon as practicable after receipt) to its account with such office or bank:

(i)

in the principal financial centre of the country of the relevant currency; or

(ii)

in the case of euro, in the principal financial centre of a Participating Member State or London,

(g)

The Facility Agent may apply any amount received by it for the Company in or towards payment (as soon as practicable after receipt) of any amount due from the Company under the Finance Documents or in or towards the purchase of any amount of any currency to be so applied.

(h)

Where a sum is paid to the Facility Agent under this Agreement for another Party, the Facility Agent is not obliged to pay that sum to that Party until it has established that it has actually received it. However, the Facility Agent may assume that the sum has been paid to it, and, in reliance on that assumption, make available to that Party a corresponding amount. If it transpires that the sum has not been received by the Facility Agent, that Party must immediately on demand by the Facility Agent refund any corresponding amount made available to it together with interest on that amount from the date of payment to the date of receipt by the Facility Agent at a rate calculated by the Facility Agent to reflect its cost of funds.

15.4

Currency

(c)

Unless a Finance Document specifies that payments under it are to be made in a different manner, the currency of each amount payable under the Finance Documents is determined under this Clause 15.4.

(d)

Interest is payable in the currency in which the relevant amount in respect of which it is payable is denominated.

(e)

A repayment or prepayment of any principal amount is payable in the currency in which that principal amount is denominated on its due date.

(f)

Amounts payable in respect of Taxes, fees, costs and expenses are payable in the currency in which they are incurred.

(g)

Each other amount payable under the Finance Documents is payable in euros.

15.5

No set-off or counterclaim

15.6

Business Days

(a)

If a payment under the Finance Documents is due on a day that is not a Business Day, the due date for that payment will instead be the next Business Day.

(b)

During any extension of the due date for payment of any principal under this Agreement interest is payable on that principal at the rate payable on the original due date.

15.7

Partial payments

(a)

If the Facility Agent receives a payment insufficient to discharge all the amounts then due and payable by the Company under the Finance Documents, the Facility Agent must apply that payment towards the obligations of the Company under the Finance Documents in the following order:

(i)

first , in or towards payment pro rata of any unpaid fees, costs and expenses of the Administrative Parties under the Finance Documents;

(ii)

secondly , in or towards payment pro rata of any accrued interest or fee due but unpaid under this Agreement;

(iii)

thirdly , in or towards payment pro rata of any principal amount due but unpaid under this Agreement; and

(iv)

fourthly , in or towards payment pro rata of any other sum due but unpaid under the Finance Documents.

(b)

The Facility Agent must, if so directed by all the Lenders, vary the order set out in sub-paragraphs (a)(ii) to (a)(iv) of this Clause 15.7.

(c)

This Clause 15.7 will override any appropriation made by the Company.

15.8

Bankruptcy proceeds in respect of a Qualified Related-Party Receivable

(a)

If a Facility Agent receives any proceeds from a bankruptcy trustee of the relevant bankrupt person (in Slovak: úpadca ) (including the Company) which proceeds shall be applied towards discharge of the Company's obligations under the Finance Documents, the Facility Agent shall not be obliged to pay the Pro Rata Share in such proceeds to a Lender which is a creditor of a Qualified Related-Party Receivable (such Lender in this Clause as the qualified impaired Lender and such unpaid Pro-Rata Share in this Clause as the qualified Pro Rata Share ), to the extent to which such proceeds were not received by the Facility Agent towards full or partial repayment of the relevant Qualified Related-Party Receivable owed to the qualified impaired Lender.

(b)

The qualified Pro Rata Share received by the Facility Agent and not paid to the qualified impaired Lender pursuant to paragraph (a) of this Clause 15.8 shall be distributed among other Lenders (other than the qualified impaired Lender) according to their Pro Rata Shares, provided that when calculating such Pro Rata Shares, the qualified impaired Lender's participation in the outstanding Loans or the undrawn Commitments shall be disregarded.

15.9

Timing of payments

15.10

Disruption to Payment Systems etc.

(a)

the Facility Agent may, and shall if requested to do so by the Company, consult with the Company with a view to agreeing with the Company such changes to the operation or administration of the Facility as the Facility Agent may deem necessary in the circumstances;

(b)

the Facility Agent shall not be obliged to consult with the Company in relation to any changes mentioned in paragraph (a) of this Clause 15.10 if, in its opinion (acting reasonably), it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;

(c)

the Facility Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) of this Clause 15.10 but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;

(d)

any such changes agreed upon by the Facility Agent and the Company shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 26 (Amendments and waivers);

(e)

the Facility Agent shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever (including for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Facility Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 15.10; and

(f)

the Facility Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) of this Clause 15.10.

16.

REPRESENTATIONS AND WARRANTIES

16.1

Representations and warranties

16.2

Status

(i)

It is a limited liability company duly organised and validly existing under the laws of the Republic.

(j)

It has the power to own its property and Assets.

(k)

It has power to carry on its business as it is now being conducted.

16.3

Powers and authority

16.4

Legal validity

(c)

constitutes, or when executed will constitute, its legal, valid and binding obligation enforceable in accordance with its terms; and

(d)

is in proper form for its enforcement in the Republic if accompanied by a certified Slovak translation,