Facility Agreement

榴莲视频

600 Grant Street

Pittsburgh, PA 15219

Attention: Assistant Treasurer - Finance & Risk Management

Fax: 001 412 433 4756

or such other as the Company may notify to the Facility Agent by not less than five Business Days’ notice.

(b)	The address and facsimile number of the Facility Agent are:

ING Bank N.V.

60 London Wall

London EC2M 5TQ

United Kingdom

Attention: Daniel Kerry / Craig Baker

Tel number: + 44 207 767 5616 / 5617

Fax number: + 44 207 767 7324

E-mail: daniel.kerry@uk.ing.com / craig.baker@uk.ing.com

or such other as the Facility Agent may notify to the other Parties by not less than five Business Days’ notice.

31.3

The Company

All formal communication under the Finance Documents to or from the Company must be sent through the Facility Agent.

32.

LANGUAGE

(a)	Any notice given in connection with a Finance Document must be in English.

(b)	Any other document provided in connection with a Finance Document must be:

(i)

in English; or

(ii)

(unless the Facility Agent and the Company otherwise agree) accompanied by a certified English translation. In this case, the English translation prevails unless the document is a statutory or other official document.

33.

WAIVER OF IMMUNITY

The Company irrevocably and unconditionally:

(a)

agrees that if a Finance Party brings proceedings against it or its assets in relation to a Finance Document, no immunity from those proceedings (including, without limitation, suit, attachment prior to judgement, other attachment, the obtaining of judgement, execution or other enforcement) will be claimed by or on behalf of itself or with respect to its assets;

(b)

waives any such right of immunity which it or its assets now has or may subsequently acquire; and

(c)

consents generally in respect of any such proceedings to the giving of any relief or the issue of any process in connection with those proceedings, including, without limitation, the making, enforcement or execution against any assets whatsoever (irrespective of its use or intended use) of any order or judgement which may be made or given in those proceedings.

34.

GOVERNING LAW

This Agreement is governed by English law.

35.

ENFORCEMENT

35.1

Submission

(a)

For the benefit of the Finance Parties, the Company agrees that the courts of England have jurisdiction to settle any disputes in connection with any Finance Document and accordingly submits to the jurisdiction of the English courts.

(b)

To the extent allowed by law, the Finance Parties may take:

(i)

proceedings in any other court; and

(ii)

concurrent proceedings in any number of jurisdictions.

35.2

Service of process

Without prejudice to any other mode of service, the Company:

(a)

irrevocably appoints The London Law Agency Limited 69 Southampton Row, London WC1B 4ET, England as its agent for service of process in relation to any proceedings before the English courts in connection with any Finance Document;

(b)

agrees to maintain such an agent for service of process in England for so long as any amount is outstanding under this Agreement;

(c)

agrees that failure by the process agent to notify the Company of the process will not invalidate the proceedings concerned;

(d)

consents to the service of process relating to any such proceedings by prepaid posting of a copy of the process to its address for the time being applying under Clause 31.2 (Addresses for notices); and

(e)

agrees that if the appointment of any person mentioned in paragraph (a) above ceases to be effective, the Company shall immediately appoint a further person in England to accept service of process on its behalf in England and, failing such appointment within 15 days, the Facility Agent is entitled to appoint such a person by notice to the Company.

35.3

Forum convenience and enforcement abroad

The Company:

(a)

waives objection to the English courts on grounds of inconvenient forum or otherwise as regards proceedings in connection with a Finance Document; and

(b)

agrees that a judgement or order of an English court in connection with a Finance Document is conclusive and binding on it and may be enforced against it in the courts of any other jurisdiction.

35.4

Non-exclusivity

Nothing in this Clause 35 limits the right of a Finance Party to bring proceedings against the Company in connection with any Finance Document:

(a)

in any other court of competent jurisdiction; or

(b)

concurrently in more than one jurisdiction.

35.5

Arbitration

Notwithstanding the foregoing, the Parties agree that, if the Facility Agent and the Company so require, any dispute arising out of or in connection with this Agreement (including any question regarding its existence, validity or termination) shall be referred to and finally resolved by arbitration under the Rules of the London Court of International Arbitration (the Rules) which Rules are deemed to be incorporated by reference into this Clause 35.5. The Tribunal shall consist of a sole arbitrator agreed upon by the Company and the Facility Agent in writing (subject to the Rules) or, if not so agreed within 21 days of the Facility Agent and the Company requiring the dispute to be referred to arbitration, a sole arbitrator appointed in accordance with the Rules. The place of any such arbitration shall be London and the language English.

35.6

Waiver of trial by jury

EACH PARTY WAIVES ANY RIGHT IT MAY HAVE TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION IN CONNECTION WITH ANY FINANCE DOCUMENT OR ANY TRANSACTION CONTEMPLATED BY ANY FINANCE DOCUMENT. THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO TRIAL BY COURT.

This Agreement has been entered into on the date stated at the beginning of this Agreement.

SCHEDULE 1

ORIGINAL PARTIES

PART 1

ORIGINAL LENDERS


Name of Original	Lender Commitments
Citibank, N.A. Bahrain P.O.Box 548 Manama Kingdom of Bahrain	€	65,000,000

ING BANK N.V., pobočka zahraničnej banky Jesenského 4/C 814 99 Bratislava Slovakia	€	65,000,000

Slovenská sporitel’ňa, a.s. Suché mýto 4 816 07 Bratislava	€	65,000,000

Total Commitments	€	195,000,000

SCHEDULE 2

FORM OF REQUEST


To:		ING BANK N.V. as Facility Agent

From:		[ ]

Date:		[ ], 2005

U. S. Steel Košice, s.r.o.

€195,000,000 Facility Agreement

dated [ ] December, 2005 (the Agreement)

1.	We refer to the Agreement. This is a Request.

2.	We wish to borrow a Loan on the following terms:

(a)

Utilisation Date: [ ], 200[ ]

(b)

Amount/currency: [ ]

(c)

Term: [ ].

3.	Our [payment/delivery] instructions are: [ ].

4.	We confirm that each condition precedent under the Agreement that must be satisfied on the date of this Request is so satisfied.

5.	This Request is irrevocable.

By:

[ ]

SCHEDULE 3

FORM OF TRANSFER CERTIFICATE


To:		ING BANK N.V. as Facility Agent

From:		[THE EXISTING LENDER] (the Existing Lender) and [THE NEW LENDER] (the New Lender)

Date:		[ ], 200[ ]

U. S. Steel Košice, s.r.o.

€195,000,000 Facility Agreement

dated [ ] December, 2005 (the Agreement)

We refer to the Agreement. This is a Transfer Certificate.

1.	The Existing Lender transfers by novation to the New Lender the Existing Lender’s rights and obligations referred to in the Schedule below in accordance with the terms of the Agreement.

2.	The proposed Transfer Date is [ ], 200[ ].

3.	The administrative details of the New Lender for the purposes of the Agreement are set out in the Schedule.

4.	This Transfer Certificate is governed by English law.

THE SCHEDULE

Rights and obligations to be transferred by novation

[insert relevant details, including applicable Commitment (or part)]

Administrative details of the New Lender

[insert details of Facility Office, address for notices and payment details etc.]


[EXISTING LENDER]						[NEW LENDER]

By:						By:

The Transfer Date is confirmed by the Facility Agent as [ ], 200[ ]1.


ING BANK N.V.

By:

Accepted:

U. S. Steel Košice, s.r.o.

By:

By:

SCHEDULE 4

CONDITIONS PRECEDENT DOCUMENTS

1.	A copy of the constitutional documents of the Company.

2.	A specimen of the signature of each person authorised to sign this Agreement on behalf of the Company and to sign and/or despatch all documents and notices to be signed and/or despatched by the Company under or in connection with this Agreement.

3.	Evidence that the process agent referred to in Clause 35.2 (Service of process) has accepted its appointment under that Clause.

An extract from the Company’s entry in the Commercial Registry, sealed/stamped by the Košice Commercial Registry, as at a date no earlier than one week prior to the date of the Agreement and certified by an Authorised Signatory of the Company, as at a date no earlier than the date of this Agreement, confirming the accuracy of all facts shown in the extract, except with respect to the attached amendments which have been filed with the Commercial Registry.

A copy of any other authorisation or other document, opinion or assurance which the Facility Agent, acting reasonably, considers to be necessary or desirable in connection with the entry into and performance of, and the transactions contemplated by, any Finance Document or for the validity and enforceability of any Finance Document.

6.	Audited consolidated financial statements of the Company for the year ended 31 December 2004 and the unaudited consolidated financial statements of the Company for the semi annual period ended 30 June 2005 certified by the chief financial officer (or equivalent) of the Company.

7.	A certificate of an authorised signatory of 榴莲视频 certifying that the Company is a 100% owned Subsidiary of 榴莲视频.

8.	A certificate of an authorised signatory of the Company certifying that each copy document delivered under this Schedule 4 is correct, complete and in full force and effect as at a date no earlier than the date of this Agreement.

9.	(a) A legal opinion of a legal adviser in the Republic, substantially in the form of Schedule 5, addressed to the Facility Agent;

(b)

a legal opinion of Allen & Overy, legal advisers to the Lenders in the Republic, substantially in the form of Schedule 6, addressed to the Facility Agent; and

(c)

a legal opinion of Allen & Overy, legal advisers in England to the Lenders, substantially in the form of Schedule 7, addressed to the Facility Agent.

SCHEDULE 5

FORM OF LEGAL OPINION OF LEGAL ADVISER TO THE COMPANY

[date]

ING BANK N.V.

[ ]

Dear Sirs,

U. S. Steel Košice, s.r.o. (the Company) €195,000,000

Facility Agreement dated [ ] December, 2005 (the Agreement)

I am an Assistant General Counsel of the Company and am authorized to practice law in the Slovak Republic.

Terms defined in the Agreement and not defined otherwise herein shall have the same meanings when used herein as therein.

I have examined originals or copies of such corporate records of the Company, governmental authorisations or orders, certificates of public officials and of representatives of the Company and other documents, as I have deemed relevant and necessary as the basis of, and have made all due and necessary enquiries for the purpose of giving, my opinion.

In giving this opinion I have also examined:

1.	an executed copy of the Agreement;

2.	the following corporate documents of the Company:

(a)

extract of the Company Register of the District Court Košice 1, Section Sro, No. 11711/V of [ th] [ ], 2005 in respect of the Company;

(b)

a copy of the foundation agreement of the Company dated 7th June, 2000; and

(c)

a copy of the Memorandum of Association of the Company in full writing dated 28 November 2005.

In giving this opinion I have assumed:

(a)	that the Agreement has been duly authorised, executed and delivered by or on behalf of each of the parties thereto other than the Company; and

(b)	that the Agreement constitutes a legal, valid, binding and enforceable obligation of the Company in accordance with its terms under English law, and is binding on the Parties.

This opinion is limited to the substantive laws of the Slovak Republic currently in force and I have made no investigation and no opinion is expressed or implied as to the laws of any other jurisdiction. I express no opinion as to matters of fact. This opinion is given subject to matters not disclosed to me and about which I have no knowledge. I assume that there are no facts that would affect the conclusions in this opinion.

Based on the foregoing and subject to the assumptions set out above and the qualifications set out below, I am of the opinion that, so far as the laws of the Slovak Republic are concerned at the date of this opinion:

1.	Status. The Company is a limited liability company organised under the laws of the Slovak Republic.

Powers and authority. The Company has the corporate power and authority to enter into and perform the obligations expressed to be assumed by it under the Agreement and to borrow thereunder and, subject to a duly passed resolution of the executives of the Company approving the terms of, and the transactions contemplated by the Agreement and authorising the relevant members of the Company’s statutory body to execute the Agreement on behalf of the Company, has taken all necessary corporate action to authorise the execution of the Agreement and the borrowing of the Loans. According to Section 13(4) and 133(3) of the Slovak Commercial Code (Act No. 513/1991 Coll., as amended), any restriction of the authority of a company’s statutory body to act for the company shall be ineffective vis-à-vis third parties (any disclosure of that restriction notwithstanding).

3.	Execution. The Agreement has been duly executed and delivered by the Company.

Legal validity. The Agreement constitutes a legal, valid, binding and enforceable obligation of the Company in accordance with its terms and (subject to the preparation of the official translation into the Slovak language) is in the proper form for its enforcement in the courts of the Slovak Republic.

Non-conflict. The execution by the Company of the Agreement does not, and its performance of that agreement will not, violate: (i) any mandatory provision of any Slovak law or regulation or the Constitution of the Slovak Republic; (ii) the constitutional documents of the Company referred to in paragraph 2(a) to (c) above; or (iii) any other agreement, document or obligation which is binding upon the Company or any of its Assets.

Consents. No authorisations, approvals, consents, licences, exemptions, filings, registrations, notarisations or other requirements of governmental, judicial or public bodies and authorities of the Slovak Republic are required in connection with the Company’s entry into or performance of the Agreement, or for its validity or enforceability against the Company.

7.	Signatories. [ ] and [ ] have the right and power to execute the Agreement and to give any notices to the Facility Agent thereunder.

8.	Pari passu ranking. The obligations of the Company under the Agreement rank at least pari passu with all its other present or future unsecured and unsubordinated obligations, save as provided under mandatory provisions of Slovak law.

Borrowing limits. The borrowing of the full amount available under the Agreement will not cause any limit on the Company’s borrowing or other powers or on the exercise of such powers by its board of directors, whether imposed by the Company’s Articles of Association or similar document or by statute, regulation, or agreement, to be exceeded.

10.

Stamp duties. Except for court fees and sworn translators’ fees payable in connection with proceedings to enforce the Agreement and for any applicable notarial charges, there are no stamp, transfer or registration fees or similar taxes, charges or duties payable in the Slovak Republic in connection with the execution or enforcement of the Agreement.

11.	No immunity.

(a)

The Company is subject to civil and commercial law with respect to its obligations under the Agreement, and its entry into and performance of the Agreement constitutes private and commercial acts;

(b)

neither the Company nor any of its assets located in the Slovak Republic enjoys any right of immunity from suit, attachment prior to judgement or other legal process in respect of its obligations under the Agreement.

12.	Bankruptcy. The Company has not been declared bankrupt and no step has been or is being taken by the Company nor am I aware of any other step being taken in respect of the Company, for bankruptcy or any similar proceedings in relation to the Company or any of its Assets.

13.	Application of governing law. The choice of English law as the governing law of the Agreement would be upheld as a valid choice of law by the courts of the Slovak Republic.

14.	Submission to jurisdiction. The submission by the Company to the jurisdiction of the English courts and arbitration under Clause 35 of the Agreement is a valid and binding submission to jurisdiction in respect of the Agreement and not subject to revocation.

15.	Enforcement of foreign judgements/arbitration awards.

A judgement duly obtained in the English courts shall be recognised and enforced in the Slovak Republic unless:

(a)

the matter is one within the exclusive competence of the courts of the Slovak Republic pursuant to its laws, or is one beyond the competence of any judicial proceedings of a foreign authority, as determined by the laws of the Slovak Republic; or

(b)

the decision is not final or enforceable in the state where it has been issued; or

(c)

the decision is not a decision on the merits of the matter; or

(d)

the party against whom such judgement is sought to be enforced has been deprived of an opportunity to participate in the foreign proceedings, especially if the summons or notice of the commencement of the foreign proceedings has not been duly served on the party; this exception does not apply if the party has not filed an appeal against the foreign judgement which has been duly served on it or if the party has waived the applicability of this exception; or

(e)

a final decision in the same matter has previously been reached by a court of the Slovak Republic or by a foreign authority if that foreign authority’s decision has been, or would be, enforced in the Slovak Republic; or

(f)

recognition of the foreign judgement would be contrary to public policy (ordre public) of the Slovak Republic.

Subject to compliance with, and on the assumption that none of the grounds for refusal to enforce an arbitral award as set out in, the New York Convention on the Recognition and Enforcement of Foreign Arbitral Awards dated 10^th June, 1958 (the Convention) are applicable, an arbitral award obtained against the Company in arbitration proceedings based on or in connection with the Agreement, in accordance with the relevant clauses thereof, will be enforced in the Slovak Republic in accordance with the provisions of the Convention, provided that a Slovak court has the jurisdiction.

16.

Foreign currency judgements/arbitration awards. A judgement duly obtained in the courts of England or an arbitral award in respect of the Agreement given in euros or United States Dollars, and being enforced in the Slovak Republic in euros or United States Dollars respectively, would be implemented in euros or United States Dollars respectively.

The qualifications to which this opinion is subject are as follows:

1.	The validity, enforceability and effectiveness of the Agreement against the Company are limited by all bankruptcy, insolvency, moratorium and other laws affecting creditors’ rights generally.

References in this opinion to the term “enforceable” mean that each obligation or document is of a type and form which the Slovak courts would enforce. It is not certain, however, that each obligation or document will be enforced in accordance with its terms in every circumstance, enforcement being subject to inter alia the nature of the remedies available in the Slovak courts, the acceptance by such courts of jurisdiction, the power of such courts to stay proceedings, the provisions of other principles of law of general application (such as e.g. the concept of fair business conduct) and all limitations resulting from the laws of bankruptcy, insolvency, liquidation, forced administration, any statutes of limitation and lapse of time or other laws affecting generally the enforcement of creditors’ rights.

Any subsidies or other funds obtained by the Company from the state budget or from the budget of European Communities or any assets purchased from funds originated from the state budget are immune from attachment and from execution and would not be available to creditors in any enforcement proceedings.

4.	Under the Foreign Exchange Act No. 202/1995 Coll., as amended, if a foreign exchange emergency is declared by the Government of the Slovak Republic, payments in foreign currency or abroad generally may be suspended for the duration of such emergency (not to exceed three months at any one time).

5.	The effectiveness of terms exculpating a party from a liability or duty otherwise owed is limited by law.

6.	Slovak courts may not give effect to any indemnity for legal costs incurred by a litigant in proceedings before Slovak courts.

This opinion expresses Slovak legal concepts in English. Such concepts are not always capable of precise expression in English without the extensive comparative law analysis which would not be appropriate for an opinion of this kind.

This opinion is given solely to the Finance Parties that are the original parties to the Agreement and may not be given to or relied upon, by any other person.

Yours faithfully, [ ]

Assistant General Counsel

SCHEDULE 6

FORM OF LEGAL OPINION OF ALLEN & OVERY – SLOVAK LAW

[Allen & Overy Letterhead]

[date]

ING BANK N.V.

[

]

Dear Sirs,

U. S. Steel Košice, s.r.o. (the Company) €195,000,000

Facility Agreement dated [ ] December, 2005 (the Agreement)

I have acted as legal advisor in the Slovak Republic to the Original Lenders as to the laws of the Slovak Republic in connection with the Agreement between the Company, the Arrangers, the Facility Agent and the Financial Institutions listed in the Agreement.

Terms defined in the Agreement and not defined otherwise herein shall have the same meanings when used herein as therein.

DOCUMENTS

For the purposes of this opinion, I have examined the following documents:

1.	an executed copy of the Agreement;

2.	the following corporate documents of the Company, certified by an authorised signatory for and on behalf of the Company as being true, correct and complete as at a date no earlier than the date of the Agreement:

(a)

an extract of the Company Register of the District Court Košice 1, Section Sro, No. 11711/V of [ th] [ ], 2005 in respect of the Company;

(b)

a copy of the foundation agreement of the Company dated 7th June, 2000; and

(c)

a copy of the Memorandum of Association of the Company in full writing dated 28 November 2005.

I have not examined any other document entered into by or affecting the Company or any corporate or other records of the Company and have not made any other inquiries concerning it.

ASSUMPTIONS

In giving this opinion I have assumed:

(a)

that the Parties (other than the Company) have taken all necessary actions (including corporate action) to authorise the entry into and performance of the Agreement and that the Agreement has been duly authorised, executed and delivered by or on behalf of the Parties (other than the Company) in accordance with all applicable laws and their respective constitutional documents;

(b)	the genuineness of all signatures on all documents, the authenticity and completeness of all documents submitted to me as originals and the completeness and conformity to the original documents of all documents submitted to me as copies;

(c)	that the documents referred to in paragraph 2 above were at their date, and remain, accurate and are in full force and effect;

(d)	that the Agreement, and the transactions contemplated thereby, constitutes a legal, valid, binding and enforceable obligation of the Parties (including the Company) in accordance with its terms under English law, and is binding on the Parties;

(e)	that the Parties (other than the Company) have the requisite power, capacity and authority to enter into and perform the Agreement;

(f)	that the authorisation, execution, delivery and performance of the Agreement will not contravene any of the provisions of the constitutional documents of any Party (other than the Company);

(g)

that no provision of the laws of any jurisdiction other than the Slovak Republic affects the conclusions of the opinion (e.g. insofar as any obligation is to be performed in any jurisdiction outside the Slovak Republic, its performance will not be illegal or ineffective by virtue of the law of, or contrary to public policy in, that jurisdiction); and

(h)	that no petition has been filed to declare bankruptcy with respect to the Company over its assets.

This opinion is limited to the law of the Slovak Republic currently in force and I have made no investigation and no opinion is expressed or implied as to the laws of any other jurisdiction. I express no opinion on any EU Directives not implemented in the Slovak domestic law. I express no opinion as to matters of fact. This opinion is given subject to matters not disclosed to me and about which I have no knowledge. I assume that there are no matters of fact that would affect the conclusions in this opinion.

I have not advised as to matters of taxation law and practice.

OPINION

1.	Status. The Company is a limited liability company organised under the laws of the Slovak Republic.

Powers and authority. The Company has the corporate power to enter into and perform the obligations expressed to be assumed by it under the Agreement and to borrow under the Agreement and, subject to a duly passed resolution of the executives of the Company approving the terms of, and the transactions contemplated by the Agreement and authorising the relevant members of the Company’s statutory body to execute the Agreement on behalf of the Company, has taken all necessary corporate action to authorise the execution of the Agreement and the borrowing of the Loans. According to Section 13(4) and 133(3) of the Slovak Commercial Code (Act No. 513/1991 Coll., as amended), any restriction of the authority of a company’s statutory body to act for the company shall be ineffective vis-à-vis third parties (any disclosure of that restriction notwithstanding).

Non-conflict. The execution by the Company of the Agreement does not, and its performance of that agreement will not, violate: (i) any mandatory provision of any Slovak law or regulation or the Constitution of the Slovak Republic; or (ii) the constitutional documents of the Company referred to in paragraphs 2(a) to (c) above.

6.	No immunity.

(a)

The Company is subject to civil and commercial law with respect to its obligations under the Agreement, and its entry into and performance of the Agreement constitutes private and commercial acts.

(b)

Neither the Company nor any of its assets located in the Slovak Republic enjoys any right of immunity from suit, attachment prior to judgement or other legal process in respect of its obligations under the Agreement.

8.	Governing law. The choice of English law as the governing law of the Agreement would be upheld as a valid choice of law by the courts of the Slovak Republic.

9.	Enforcement of foreign judgments/arbitration awards. A judgement duly obtained in the English courts shall be recognised and enforced in the Slovak Republic unless:

(a)

(b)

the decision is not final or enforceable in the state where it has been issued; or

(c)

the decision is not a decision on the merits of the matter; or

(d)

(e)

(f)

recognition of the foreign judgement would be contrary to public policy (ordre public) of the Slovak Republic.

10.

11.

12.

Submission to jurisdiction. The submission by the Company to the jurisdiction of English courts or, as the case may be, consent to arbitration in accordance with the Rules of the London Court of International Arbitration, will be recognised as a valid and binding submission to jurisdiction and consent to arbitration in respect of the Agreement.

QUALIFICATIONS

The qualifications to which this opinion is subject are as follows:

(a)	The validity, enforceability and effectiveness of the Agreement against the Company are limited by all bankruptcy, insolvency, moratorium and other laws affecting creditors’ rights generally.

(b)

(c)

(d)	Under the Foreign Exchange Act No. 202/1995 Coll., as amended, if a foreign exchange emergency is declared by the Government of the Slovak Republic, payments in foreign currency or abroad generally may be suspended for the duration of such emergency (not to exceed three months at any one time).

(e)	The effectiveness of terms exculpating a party from a liability or duty otherwise owed is limited by law.

(f)	Slovak courts may not give effect to any indemnity for legal costs incurred by a litigant in proceedings before Slovak courts.

GENERAL

This opinion is given exclusively in connection with the Agreement and for no other purpose. It is strictly limited to the matters set forth herein and no opinion may be inferred or implied beyond that expressly stated herein. It is also given on the basis that we have no obligation to notify any addressee of this opinion of any change in Slovak law or its application after the date of this opinion.

This opinion is given solely to the Original Lenders and may not be given to or relied upon by any other person. You may not give copies of this opinion to others without our prior written permission.

Yours faithfully,

Igor Pálka

Advocate

Allen & Overy Bratislava, s.r.o.

SCHEDULE 7

FORM OF LEGAL OPINION OF ALLEN & OVERY – ENGLISH LAW

[Allen & Overy Letterhead]

[date]

ING BANK N.V.

[ ]

Dear Sirs,

U. S. Steel Košice, s.r.o. (the Company) €195,000,000

Facility Agreement dated [ ] December, 2005 (the Agreement)

We have acted as English legal advisers to ING Bank N.V. as Facility Agent in connection with the Agreement between the Company, the Arrangers, the Facility Agent and the Financial Institutions listed in the Agreement.

Terms defined in the Agreement and not defined otherwise herein shall have the same meanings when used herein as therein.

We have examined an executed copy of the Agreement and the opinion of Allen & Overy Bratislava, s.r.o. referred to in Schedule 4 (Conditions Precedent Documents) to the Agreement.

We have not examined any other document entered into by or affecting the Company or any corporate or other records of the Company and have not made any other inquiries concerning it.

In giving this opinion we have assumed:

(a)	that the Agreement has been duly authorised, executed and delivered by or on behalf of each of the parties thereto;

(b)	the genuineness of all signatures on all documents, the authenticity and completeness of all documents submitted to us as originals, and the completeness and conformity to the original documents of all documents submitted to us as copies;

(c)	that the Agreement constitutes a legal, valid, binding and enforceable obligation of the Company in accordance with its terms under Slovak law, and is binding on the Parties and in this regard we have relied on the opinion of Allen & Overy Bratislava, s.r.o. referred to above; and

(d)	in relation to any arbitration in connection with this Agreement, the arbitrator will, in making any determination, have regard to the facts and circumstances of any matter in dispute in a manner consistent with that of any English court.

This opinion is limited to the substantive laws of England & Wales currently in force and we have made no investigation and no opinion is expressed or implied as to the laws of any other jurisdiction. We express no opinion as to matters of fact. This opinion is given subject to matters not disclosed to use and about which we have no knowledge. We assume that there are no facts that would affect the conclusions in this opinion.

Based on the foregoing and subject to the assumptions set out above and the qualifications set out below, we are of the opinion that, so far as the laws of England & Wales are concerned at the date of this opinion:

Legal validity: The Agreement constitutes a legal, valid and binding obligation of the Company enforceable against the Company, except that the enforceability of such obligations may be limited by (i) bankruptcy, insolvency, reorganisation, moratorium or other similar laws affecting creditors’ rights generally and (ii) general principles of law including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing.

2.	Legality and contraventions: The execution and delivery by the Company of the Agreement and the assumption or performance of its obligations thereunder, do not and will not violate in any respect any provision of any applicable English law or regulation.

Consents and Registration Requirements: No authorisation, approval, consent, licence, exemption, registration or filing of or with any governmental, public or regulatory authority or agency in England is necessary in relation to the execution and delivery by the Company of the Agreement, or the assumption or performance of obligations thereunder.

4.	Stamp Duty: No ad valorem stamp duties, registration fees or other similar duties, taxes or charges are payable in England in respect of the execution or delivery of the Agreement.

5.	Arbitration and Jurisdiction

(a)

The submission by the Company to the jurisdiction of the English courts or, as the case may be, (conditional) consent to arbitration in accordance with the Rules of the London Court of International Arbitration, will be recognised as a valid submission to jurisdiction and (conditional) consent to arbitration in respect of the Agreement.

(b)

An award made pursuant to arbitration conducted in accordance with the requirements of the arbitration clause in the Agreement would be enforceable in the Courts of England pursuant to, and subject to, the exceptions and provisions of the Arbitration Act 1996.

(c)

The choice of English law to govern the Agreement would be recognised and upheld as a valid choice of law by the English courts or an arbitral tribunal convened pursuant to the Agreement.

(d)

An arbitration award obtained in accordance with the Agreement will be enforced in accordance with the 1958 New York Convention on the reciprocal enforcement of arbitration awards.

The qualifications to which this opinion is subject are as follows:

(a)

As used in this opinion, the term enforceable means that the obligations assumed by the relevant party under the relevant document are of a type and form enforced by the courts in England. The term does not address the extent to which a judgement or arbitration award will be enforceable outside England. Nor is it certain that each obligation will necessarily be capable of enforcement in England in accordance with its terms in every circumstance, such enforcement being, in any event, subject to rules governing the enforceability of arbitration awards, the nature of the remedies available in the courts in England and other principles of law, equity and procedure of general application.

(b)	This opinion is subject to all limitations resulting from the laws of bankruptcy, insolvency, liquidation and other laws of general application relating to or affecting the rights of creditors.

(c)	Any provision in the Agreement for interest to be paid on overdue amounts at a rate in excess of the pre-default rate may amount to a penalty under English law and may therefore not be recoverable.

(d)

Under certain circumstances, a court or arbitral tribunal in England may not treat as conclusive those certificates, judgements, determinations, records and opinions which the Agreement states are to be so treated (for example without limitation, if a certificate, judgement, determination, record or opinion could be shown to have been in manifest error or to have an unreasonable or arbitrary basis or not to have been made in good faith).

(e)	The effectiveness of terms exculpating a party from a liability or duty otherwise owed is limited by law.

(f)	A court or arbitral tribunal in England will not necessarily give full effect to an indemnity for the costs of litigation or enforcement incurred by an unsuccessful litigant.

(g)	The Agreement may under English law be amended orally by the parties thereto notwithstanding provisions therein to the contrary.

(h)

Failure or delay in exercising any right may constitute a waiver of that right in spite of provisions to the contrary in the Agreement, for example, in circumstances where such failure amounts to an implied representation that the right has been waived and it is reasonable in the circumstances for the Company to rely on this representation.

(i)	Any obligations requiring an indemnity in respect of stamp duties may be void in respect of stamp duty payable in the United Kingdom.

(j)	A court or arbitrator in England may allow set-off or counterclaim in circumstances in which it is fair and equitable to do so.

(k)	[Where legal proceedings are brought in respect of a matter which the Parties have agreed to arbitrate under Clause 35.5, the English courts may grant a stay of those legal proceedings unless satisfied that the arbitration agreement is null and void, inoperative or incapable of being performed.]

(l)	The enforceability of the Agreement will be subject to the limitations set out in our Slovak law legal opinion of even date.

This opinion is given solely to the Original Lenders and may not be given to or relied upon by any other person.

Yours faithfully,

[ ]

SIGNATORIES



Company

U. S. STEEL KOŠICE, s.r.o.

By:		/s/ JAMES F. CONNOR
		Executive

By:		/s/ KENNETH R. PEPPERNEY
		Executive

Arrangers

CITIBANK, N.A. Bahrain

By:		/s/ IGOR KOTTMAN
		Under a power of attorney

By:		/s/ JÚLIA LACHKÁ
		Under a power of attorney

ING BANK N.V., pobočka zahraničnej banky

By:		/s/ HANS VAN ESSEN
		General Manager

By:		/s/ JAROSLAV VITTEK
		Director Wholesale Products

SLOVENSKÁ SPORITEL’ŇA, a.s.

By:		/s/ BENEDIKT VON KEMPIS
		Director of Corporate Banking Division

By:		/s/ ZLATA SMOLKOVÁ
		Head of Corporate Clients Department

Facility Agent

ING BANK N.V.

By:		/s/ EDWARD BAILEY
		Analyst, under a Power of Attorney


Original Lenders

CITIBANK, N.A. Bahrain

By:		/s/ JÚLIA LACHKÁ
		Under a power of attorney

By:		/s/ IGOR KOTTMAN
		Under a power of attorney

ING BANK N.V., pobočka zahraničnej banky

By:		/s/ HANS VAN ESSEN
		General Manager

By:		/s/ JAROSLAV VITTEK
		Director Wholesale Products

SLOVENSKÁ SPORITEL’ŇA, a.s.

By:		/s/ BENEDIKT VON KEMPIS
		Director of Corporate Banking Division

By:		/s/ ZLATA SMOLKOVÁ
		Head of Corporate Clients Department