{"id":43431,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/insurance-assistance-agreement-usx-corp-marathon-oil-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"insurance-assistance-agreement-usx-corp-marathon-oil-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/insurance-assistance-agreement-usx-corp-marathon-oil-corp.html","title":{"rendered":"Insurance Assistance Agreement &#8211; USX Corp., Marathon Oil Corp. and Unitd States Steel Corp."},"content":{"rendered":"<pre>                                    FORM OF\n                         INSURANCE ASSISTANCE AGREEMENT\n\n     THIS INSURANCE ASSISTANCE AGREEMENT, dated as of __________________, 2001\n(\"Agreement\"), by and between USX Corporation, a Delaware corporation, to be\n  ---------                                                                 \nrenamed \"Marathon Oil Corporation\" (\"USX\"), and United States Steel LLC, a\n                                     ---                                  \nDelaware limited liability company and wholly owned subsidiary of USX, to be\nrenamed \"United States Steel Corporation\" (\"SteelCo\").\n                                            -------   \n\n                              W I T N E S S E T H:\n\n     WHEREAS, this Agreement is made pursuant to and as a condition of the\nAgreement and Plan of Reorganization, dated as of July 31, 2001 (\"Separation\n                                                                  ----------\nAgreement\"), by and between USX and SteelCo, pursuant to which the respective\n---------                                                                    \nbusinesses of the Marathon Group of USX and the U.S. Steel Group of USX are\nbeing separated into two independent companies by merging USX Merger\nCorporation, a Delaware corporation and a wholly owned subsidiary of USX\n(\"Merger Sub\"), with and into USX, subject to the terms and conditions thereof,\n  ----------                                                                   \nand pursuant to Section 251 of the DGCL (the \"Separation Merger\"), with USX\n                                              -----------------            \ncontinuing as the surviving corporation, so that immediately following the\nSeparation Effective Time, SteelCo shall own and operate the business of the\nU.S. Steel Group and shall be wholly owned by the holders of the then\noutstanding shares of USX-U.S. Steel Group Common Stock , and the business of\nthe Marathon Group shall be owned and operated by USX, which shall be a separate\nand independent entity from SteelCo and shall be wholly owned by the holders of\nthe then outstanding shares of USX- Marathon Group Common Stock (the\n\"Separation\");\n ----------  \n\n     WHEREAS, prior to the date hereof, USX implemented a holding company\nstructure by merging the then existing USX Corporation, a Delaware corporation\n(\"Old USX\"), with and into SteelCo, with SteelCo continuing as the surviving\n  -------                                                                   \nentity and a wholly owned subsidiary of USX (the \"HoldCo Merger\"), so that\n                                                  -------------           \nimmediately following the effective time of the HoldCo Merger, USX became a\nholding company that owns all of the outstanding equity of Marathon Oil Company\n(\"Marathon\") (which owns and operates the business of the Marathon Group) and of\n  --------                                                                      \nSteelCo (which owns and operates the business of the U. S. Steel Group);\n\n     WHEREAS, prior to the time of the HoldCo Merger, the Marathon Group and the\nU.S. Steel Group maintained independent property and business interruption\ninsurance policies. Other types of insurance, such as general liability,\nemployer's liability, aircraft liability, automobile liability, workers'\ncompensation and executive risk, were purchased and held by Old USX, for the\nbenefit of Old USX and all of its Subsidiaries;\n\n     WHEREAS, following the HoldCo Merger, separate policies of insurance for\ncertain general liability, employer's liability, automobile liability, workers'\ncompensation, boiler and machinery, and aircraft seat accident were issued to\ncover (i) \n\n \nUSX, Marathon and its Subsidiaries, on the one hand, and (ii) SteelCo and it\nSubsidiaries, on the other hand. The remaining policies of insurance held by Old\nUSX were maintained for the benefit of USX and its Subsidiaries; and\n\n     WHEREAS, the parties desire to enter into this Agreement to set forth the\nparties' understanding with respect to their respective responsibilities and\nrights with respect to various insurance policies and claims associated\ntherewith, both prior to and after the Separation.\n\n     NOW, THEREFORE, in furtherance of the foregoing and in consideration of the\nmutual promises and undertakings contained herein and in any other document\nexecuted in connection with this Agreement, the parties agree as follows:\n\n                                   ARTICLE I\n\n                                  DEFINITIONS\n\n     Section 1.1    General.  Unless otherwise defined herein, capitalized terms\n                    -------                                                     \nused herein shall have their respective meanings as defined in the Separation\nAgreement.\n\n     Section 1.2    Other Definitional Provisions.\n                    ----------------------------- \n\n     (a)  The words \"hereof\", \"herein\", \"hereunder\" and words of similar import,\nwhen used in this Agreement, shall refer to this Agreement as a whole and not to\nany particular provision of this Agreement.\n\n     (b)  The terms defined in the singular shall have a comparable meaning when\nused in the plural, and vice versa.\n\n     (c)  The terms \"dollars\" and \"$\" shall mean United States dollars.\n\n                                  ARTICLE II\n\n                            PRE-SEPARATION INSURANCE\n\n     Section 2.1    Insurance for Pre-HoldCo Merger Periods.  Prior to the\n                    ---------------------------------------               \neffective time of the HoldCo Merger, USX purchased certain policies of insurance\nto cover USX and its Subsidiaries, which included, without limitation, workers\ncompensation and general liability fronting insurance.  (The workers\ncompensation and general liability fronting insurance are collectively referred\nto herein as the \"Fronting Insurance\").  From and after the effective time of\nthe HoldCo Merger, the rights, liability and responsibility for insurance\nclaims, retroactive reimbursements, uninsured retentions, and deductibles under\nthe Fronting Insurance shall be as follows.\n\n                                       2\n\n \n          (a)  USX shall have all rights in and to all claims, and shall be\nsolely liable for the payment of any retroactive reimbursements, uninsured\nretentions and deductibles relating to the Fronting Insurance arising out of or\nrelating to events or conditions occurring prior to the effective time of the\nHoldCo Merger and associated exclusively with the business of the Marathon\nGroup.\n\n          (b)  SteelCo shall have all rights in and to all claims, and shall be\nsolely liable for the payment of any retroactive reimbursements, uninsured\nretentions and deductibles, relating to the Fronting Insurance arising out of or\nrelating to events or conditions occurring prior to the effective time of the\nHoldCo Merger and associated exclusively with the business of the U.S. Steel\nGroup.\n\n          (c)  USX shall be entitled to 65%, and SteelCo shall be entitled to\n35%, of all rights in and to all claims, and shall be liable for the payment of\nany retroactive reimbursements, uninsured retentions and deductibles on this\nsame percentage basis, relating to the Fronting Insurance arising out of or\nrelating to events or conditions occurring prior to the effective time of the\nHoldCo Merger and not related exclusively to either Group, including however,\nwithout limitation, pre-HoldCo Merger claims associated with Old USX's corporate\nassets, directors, officers and employees.\n\n          (d)  Policy limits under each of the Fronting Insurance associated\nwith claims arising out of or relating to events or conditions occurring prior\nto the effective time of the HoldCo Merger shall be applied on a first-come,\nfirst-served basis.  Neither party shall be liable to the other in the event\npolicy limits under any of the Fronting Insurance has been exhausted. USX and\nSteelCo shall not take any action that would prejudice the access of the other\nto coverage under the Fronting Insurance.\n\n          Section 2.2    Insurance for Pre-Separation Periods.  Prior to the\n                         ------------------------------------               \nSeparation Effective Time, USX purchased certain policies of insurance to cover\nUSX and its Subsidiaries, which included Aircraft Liability, Blanket Lost\nInstruments Bond, Executive Risk - Blended (Directors and Officers, Fiduciary,\nCrime, EPL), Excess Directors and Officers, Excess General Liability, Transfer\nAgents Mail Policy, and Special Insurance (\"Joint Insurance Arrangements\"). From\nand after the Separation Effective Time, the rights, liability and\nresponsibility for insurance claims, uninsured retentions and deductibles under\nthe Joint Insurance Arrangements shall be as follows.\n\n          (a)  USX shall have all rights in and to all claims, and shall be\nsolely liable for the payment of any uninsured retentions and deductibles,\nrelating to the Joint Insurance Arrangements arising out of or relating to\nevents or conditions occurring prior to the Separation Effective Time and\nassociated exclusively with the business of the Marathon Group.\n\n          (b)  SteelCo shall have all rights in and to all claims, and shall be\nsolely liable for the payment of any uninsured retentions and deductibles,\nrelating to the Joint Insurance Arrangements arising out of or relating to\nevents or conditions occurring prior\n\n                                       3\n\n \nto the Separation Effective Time and associated exclusively with the business of\nthe U.S. Steel Group.\n\n          (c)  USX shall be entitled to 65%, and SteelCo shall be entitled to\n35%, of all rights in and to all claims, and shall be liable for the payment of\nany uninsured retentions and deductibles on this same percentage basis, relating\nto the Joint Insurance Arrangements arising out of or relating to events or\nconditions occurring prior to the Separation Effective Time and not related\nexclusively to either Group, including however, without limitation, pre-\nSeparation claims associated with Old USX's or USX's corporate assets,\ndirectors, officers and employees.\n\n          (d)  Policy limits under each of the Joint Insurance Arrangements\nassociated with claims arising out of or relating to events or conditions\noccurring prior to the Separation Effective Time shall be applied on a first-\ncome, first-served basis.  Neither party shall be liable to the other in the\nevent policy limits under any of the Joint Insurance Arrangements has been\nexhausted.  USX and SteelCo shall not take any action that would prejudice the\naccess of the other to coverage under the Joint Insurance Arrangements.\n \n                                  ARTICLE III\n\n                           POST-SEPARATION INSURANCE\n\n          Section 3.1    Purchase of Insurance Policies.  Effective as of the\n                         ------------------------------                      \nSeparation Effective Time, USX and SteelCo shall each purchase separate policies\nof insurance to cover the risks covered by the Joint Insurance Arrangements.\n\n          Section 3.2    Extended Reporting Insurance.\n                         ---------------------------- \n\n          (a)  At the option of USX or SteelCo, any such party may purchase\nextended reporting insurance for any or all of the Joint Insurance Arrangements\nto cover pre-Separation claims.  In the event that both parties elect to\npurchase the same extended reporting insurance, the cost of such insurance\nassociated to the pre-Separation periods will be split between USX and SteelCo\non a 65% - 35% basis, respectively.\n\n          (b)  Policy limits under each of the extended reporting insurance\nassociated with pre-Separation periods shall be applied on a first-come, first-\nserved basis.  Neither party shall be liable to the other in the event policy\nlimits under any extended reporting insurance has been exhausted. With respect\nto the purchase of extended reporting insurance, USX and SteelCo shall not take\nany action that would prejudice the access of the other to such coverage.\n\n                                  ARTICLE IV\n\n                               TERM AND AMENDMENT\n\n                                       4\n\n \n          Section 4.1    Term.  The term of this Agreement shall commence on the\n                         ----                                                   \ndate set forth above and shall terminate upon the mutual agreement of the\nparties hereto.\n \n          Section 4.2    Amendment.  This Agreement may be amended, modified or\n                         ---------                                             \nsupplemented at any time and shall be evidenced by a written agreement signed by\nall of the parties hereto.\n\n                                   ARTICLE V\n\n                                GENERAL PROVISIONS\n\n          Section 5.1    Dispute Resolution.  Any dispute between the parties\n                         ------------------                                  \nshall be subject to the Dispute Resolution procedure set forth in Section 15.2\nof the Separation Agreement.\n\n          Section 5.2    Indemnification.  Any claim by a party for\n                         ---------------                           \nindemnification from the other party shall be subject to the Indemnification\nprovisions set forth in Article XIII of the Separation Agreement.\n\n          Section 5.3    Expenses. Unless otherwise provided herein, all out-of-\n                         -------- \npocket costs and expenses with respect to the transactions contemplated in this\nAgreement shall be borne by the party incurring such costs and expenses.\n\n          Section 5.4    Records.  Each party shall have access to all records,\n                         -------                                               \ndocuments and other information in the possession of the other party relating to\nactivities prior to the Separation and such records shall be subject to the\nconfidentiality provisions of Section 11.4 of the Separation Agreement.  Upon\nthe request of the party seeking such access, the other party shall make any\nsuch records, documents and other information available or make copies for the\nrequesting party without charge.\n\n          Section 5.5    Governing Law. This Agreement shall be governed by, and\n                         -------------\nconstrued in accordance with, the laws of Delaware, without reference to choice\nof law principles, including matters of construction, validity and performance.\n\n          Section 5.6    Notices.  Notices, requests, permissions, waivers,\n                         -------                                           \nreferrals and all other communications hereunder shall be in writing and shall\nbe deemed to have been duly given if signed by the respective persons giving\nthem (in the case of any corporation or limited liability company, the signature\nshall be by an officer thereof) and delivered by hand or by telecopy or on the\ndate of receipt indicated on the return receipt if mailed (registered or\ncertified, return receipt requested, properly addressed and postage prepaid).\n\n                              If to SteelCo, to:\n\n                                   United States Steel LLC\n                                   600 Grant Street\n                                   Suite 6100\n\n                                       5\n\n \n                                       Pittsburgh, PA 15219-4776     \n                                       Attention: General Counsel    \n                                       Facsimile: 412-433-1131        \n\n                              If to USX, to:\n\n                                       Marathon Oil Corporation \n                                       5555 San Felipe Road     \n                                       Houston, TX  77056-2723                \n                                       Attention: General Counsel  \n                                       Facsimile: 713-296-4375   \n\nSuch names and addresses may be changed by notice given in accordance with this\nSection 5.6. Copies of all notices, requests, permissions, waivers, referrals\nand all other communications hereunder given prior to the Separation Effective\nTime shall be given to:\n\n                                       Skadden, Arps, Slate, Meagher &amp; Flom LLP\n                                       4 Times Square                          \n                                       New York, NY 10036-6522                 \n                                       Attention: Roger S. Aaron, Esquire      \n                                       Facsimile: (212) 735-2000               \n\n     Section 5.7    Third-Party Beneficiaries. Except as provided in Section 5.2\n                    -------------------------                                   \nhereof with respect to indemnification of U. S. Steel Indemnified Parties and\nUSX Indemnified Parties hereunder, nothing in this Agreement shall confer any\nrights upon any Person or entity other than the parties hereto and their\nrespective heirs, successors and permitted assigns.\n\n     Section 5.8    Entire Agreement. This Agreement contains the entire\n                    ----------------                                    \nunderstanding of the parties hereto with respect to the subject matter contained\nherein, and supersedes and cancels all prior agreements, negotiations,\ncorrespondence, undertakings and communications of the parties, oral or written,\nrespecting such subject matter.\n\n     Section 5.9    Headings. The article, section and paragraph headings\n                    --------                                             \ncontained in this Agreement are for reference purposes only and shall not affect\nin any way the meaning or interpretation of this Agreement.  All references\nherein to \"Articles\" or \"Sections\" shall be deemed to be references to Articles\nor Sections hereof unless otherwise indicated.\n\n     Section 5.10   Counterparts.  This Agreement may be executed in one or more\n                    ------------                                                \ncounterparts and each counterpart shall be deemed to be an original, but all of\nwhich shall constitute one and the same original.\n\n     Section 5.11   Parties in Interest; Assignment; Successors.  Neither this\n                    -------------------------------------------               \nAgreement nor any of the rights, interests or obligations hereunder shall be\nassigned by \n\n                                       6\n\n \nany of the parties hereto without the prior written consent of the other party.\nSubject to the preceding sentence, this Agreement shall inure to the benefit of\nand be binding upon SteelCo and USX and their respective successors and\npermitted assigns. Nothing in this Agreement, express or implied, is intended to\nconfer upon any other Person any rights or remedies under or by reason of this\nAgreement.\n\n          Section 5.12   Severability; Enforcement. The invalidity of any\n                         -------------------------     \nportion hereof shall not affect the validity, force or effect of the remaining\nportions hereof. If it is ever held that any restriction hereunder is too broad\nto permit enforcement of such restriction to its fullest extent, each party\nagrees that a court of competent jurisdiction may enforce such restriction to\nthe maximum extent permitted by law, and each party hereby consents and agrees\nthat such scope may be judicially modified accordingly in any proceeding brought\nto enforce such restriction.\n\n          Section 5.13   Remedies. The parties agree that money damages or other\n                         --------\nremedy at law would not be a sufficient or adequate remedy for any breach or\nviolation of, or a default under, this Agreement by them and that in addition to\nall other remedies available to them, each of them shall be entitled to the\nfullest extent permitted by law to an injunction restraining such breach,\nviolation or default or threatened breach, violation or default and to any other\nequitable relief, including specific performance, without bond or other security\nbeing required.\n\n     IN WITNESS WHEREOF, each of the parties has caused this Agreement to be\nduly executed on its behalf by its officers thereunto duly authorized, all as of\nthe day and year first above written.\n\n\n                              USX CORPORATION\n\n\n                              By: ___________________________ \n                                                             \n                              Name: _________________________  \n                                                             \n                              Title: ________________________\n                                                             \n                                                             \n                                                             \n                              UNITED STATES STEEL LLC        \n                                                             \n                              By: ___________________________ \n                                                             \n                              Name: _________________________  \n                                                             \n                              Title: ________________________ \n     \n\n                                       7\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8124,9175,9203],"corporate_contracts_industries":[9453,9412],"corporate_contracts_types":[9622,9628],"class_list":["post-43431","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-marathon-oil-corp","corporate_contracts_companies-united-states-steel-corp","corporate_contracts_companies-usx-corp","corporate_contracts_industries-manufacturing__fabrication","corporate_contracts_industries-energy__refining","corporate_contracts_types-planning","corporate_contracts_types-planning__separation"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43431","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=43431"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43431"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43431"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43431"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}