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| X > SEC Filings for X > Form 8-K on 16-Jun-2009 | All Recent SEC Filings |
16-Jun-2009
Entry into a Material Definitive Agreement, Creation of a Direct Financi
On June 12, 2009, United States Steel Corporation (the "Corporation") entered into an amendment and restatement of its $750,000,000 Credit Agreement dated May 11, 2009 (the "Amended 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 "Agent"). The Corporation simultaneously entered into a Security Agreement (the "Security Agreement") with the Agent providing for a security interest in the majority of its domestic inventory. In connection with the execution and delivery of the Amended Credit Agreement and the Security Agreement, the Corporation also entered into an intercreditor agreement (the "Intercreditor Agreement") among U. S. Steel Receivables LLC (the Corporation's wholly-owned special-purpose bankruptcy-remote subsidiary), PNC Bank, National Association, The Bank of Nova Scotia and the Agent in its capacity as the collateral agent under the Amended Credit Agreement (the "Collateral Agent").
The Amended Credit Agreement establishes a borrowing base formula for borrowings and eliminates the previous financial covenants that consisted of interest and leverage coverage ratios. The Amended Credit Agreement contains a new financial covenant requiring the Corporation to maintain a fixed charge coverage ratio (consolidated EBITDA less certain capital expenditures and cash income tax expense to certain fixed charges as defined in the Amended Credit Agreement) of at least 1.10 to 1.00 for the most recent four consecutive quarters when availability under the Amended Credit Agreement is less than the greater of 15% of the total aggregate commitments and $112.5 million. The Amended Credit Agreement includes revised pricing and other customary terms and conditions, and will expire on May 11, 2012. The borrowing base formula, the elimination of the interest and leverage covenants and the addition of the new fixed charge ratio will become effective upon the delivery of certain borrowing base documentation that the Corporation expects to deliver later this month. The facility will also be reduced to $734,500,000 to reflect the termination of the Lehman Brothers Commercial Bank commitment. Pursuant to the Security Agreement, the Corporation grants the Collateral Agent a security interest in a majority of its domestic inventory, certain accounts receivable and related collateral. The Intercreditor Agreement addresses the priority of the security interests in the Corporation's domestic receivables between The Bank of Nova Scotia in its capacity as the collateral agent under the Corporation's second amended and restated receivables purchase agreement dated as of September 27, 2006 and the Collateral Agent.
The Amended Credit Agreement, the Security Agreement and the Intercreditor Agreement are filed herewith as Exhibits 10.1, 10.2 and 10.3.
The disclosure regarding the transactions described under Item 1.01 of this Current Report on Form 8-K is incorporated in this Item 2.03 by reference.
(d) Exhibits
10.1 AMENDED AND RESTATED CREDIT AGREEMENT dated as of May 11, 2007 and
amended and restated as of June 12, 2009 among UNITED STATES STEEL
CORPORATION, the LENDERS party hereto, the LC ISSUING BANKS party
hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent and
Collateral Agent.
10.2 SECURITY AGREEMENT dated as of June 12, 2009 between UNITED STATES
STEEL CORPORATION AND JPMORGAN CHASE BANK, N.A., as Collateral Agent.
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10.3 INTERCREDITOR AGREEMENT dated as of June 12, 2009 by and among PNC
BANK, NATIONAL ASSOCIATION as a Funding Agent, THE BANK OF NOVA SCOTIA,
as a Funding Agent and as Receivables Collateral Agent, JPMORGAN CHASE
BANK, N.A., as Lender Agent, U. S. STEEL RECEIVABLES LLC as Transferor
and UNITED STATES STEEL CORPORATION as Originator, as Initial Servicer
and as Borrower.
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