PELLET SALE AND PURCHASE AGREEMENT

Exhibit 10.67

CONFIDENTIAL TREATMENT

CLEVELAND-CLIFFS INC HAS REQUESTED THAT THE

MARKED PORTIONS OF THIS DOCUMENT BE ACCORDED

CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2

UNDER THE SECURITIES EXCHANGE ACT OF 1934

This AGREEMENT (this “Agreement”) is entered into, dated as of December 31, 2002, by and among THE CLEVELAND-CLIFFS IRON COMPANY, an Ohio corporation (“CCIC”), CLIFFS MINING COMPANY, a Delaware corporation (“CMC”; CCIC and CMC, collectively, “Cliffs”), and ISPAT INLAND INC., a Delaware corporation (“Inland”). Capitalized terms used herein and not defined in context or defined (or cross-referenced) in Section 1 shall have the meanings given to them in the Partnership Agreement (defined below).

RECITALS

WHEREAS, each of Inland and Cliffs Empire, Inc., a Michigan corporation (“Cliffs Empire”), is a general partner in Empire Iron Mining Partnership, a Michigan general partnership (the “Partnership”), pursuant to that certain Restated Empire Iron Mining Partnership Agreement dated as of December 1, 1978, as amended (the “Partnership Agreement”), the current parties to which are Inland, Cliffs Empire, Empire-Cliffs Partnership, a Michigan general partnership, Wheeling-Pittsburgh/Cliffs Partnership, a Michigan general partnership, and the Partnership;

WHEREAS, concurrently with the execution and delivery of this Agreement, Inland and Cliffs Empire are entering into that Purchase and Sale Agreement (“PSA”) pursuant to which Cliffs Empire is to acquire Inland’s 32.33% general partnership interest in the Partnership (the date such acquisition is to be effective, the “Effective Date”);

WHEREAS, Cliffs and Inland currently are parties to a Pellet Sale and Purchase Agreement, dated as of January 1, 1997, as amended (the “Predecessor Pellet Sale Agreement”), providing for the sale by Cliffs and the purchase by Inland of up to 1,000,000 tons of pellets annually in excess of Inland’s Equity Entitlements from sources controlled or managed by Cliffs; and

WHEREAS, Inland desires to purchase from Cliffs, and Cliffs desires to sell to Inland, a tonnage of Cliffs Pellets equal to all of Inland’s Excess Annual Requirements from and after the Effective Date, subject to the terms and conditions hereof, and Inland and Cliffs desire to terminate the Predecessor Pellet Sale Agreement as of the Effective Date;

AGREEMENTS

NOW, THEREFORE, in consideration of the premises, their mutual covenants and other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

The terms quoted in the above parentheses of the first introductory paragraph of this Agreement, the WHEREAS clauses, other terms quoted throughout this Agreement, and the terms defined below in this Section 1 shall have the meanings assigned to them for purposes of this Agreement.

CONFIDENTIAL MATERIAL HAS BEEN

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SECURITIES AND EXCHANGE COMMISSION.

ASTERISKS DENOTE SUCH OMISSIONS.

(a) “Alternative Day” means, with respect to a given date that is not a Business Day, (i) the day immediately preceding such date, if such date is a Saturday which is not also a holiday for which banks in Cleveland, Ohio or Chicago, Illinois are not permitted or required by law to be closed for business, and (ii) in all other events, the next following Business Day.

(b) “Basic Cliffs Pellets” means, collectively, Empire Pellets and Wabush Pellets.

(c) “Business Day” means any day on which banks in Cleveland, Ohio or Chicago, Illinois are not permitted or required by law to be closed for business.

(d) “Cliffs Pellets” means, collectively, Basic Cliffs Pellets and Other Cliffs Pellets.

(e) “Composite Index” means, for any year, the sum of:

(i)

[0.33], multiplied by a fraction, the numerator of which is the [United States Producer Price Index—All Commodities-Series Id: WPU00000000—Annual Average] for such preceding year, and the denominator of which is the [United States Producer Price Index—All Commodities-Series Id: WPU00000000—Annual Average] for [2002]; plus

(ii)

[0.33], multiplied by a fraction, the numerator of which is the [United States Producer Price Index—Metals and Metal Products-Sheets, Cold Rolled Carbon—Series Id: WPU10170711—Annual Average] for such preceding year, and the denominator of which is the [United States Producer Price Index—Metals and Metal Products-Sheets, Cold Rolled Carbon—Series Id: WPU10170711—Annual Average] for [2002]; plus

(iii)

[0.34], multiplied by a fraction, the numerator of which is the [World Pellet Price] for such preceding year, and the denominator of which is the [World Pellet Price] for [2002].

The formula for calculating this Composite Index is set forth on Schedule l(e). For each year beginning in [2004], the Composite Index (x) shall be initially determined based on Cliffs’ good faith reasonable estimate (which shall take into account all data that is final for the year in determination) given to Inland not later than December 15 of the prior year and (y) shall be certified by Cliffs not later than June 15 of such year. Beginning in [2004], subject to adjustment pursuant to Section 7 hereof, payments shall be made by reference to the Composite Index estimated (with respect to payments made with respect to such year until June 15 of such year) and certified (with respect to payments made with respect to such year after June 15 of such year) by Cliffs pursuant hereto, unless disputed in good faith by Inland.

(f) “Contract Year” means a 12-month period commencing on February 1 and ending on January 31. For example, the 2003 Contract Year commences on 2/1/03 and ends on 1/31/04.

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SECURITIES AND EXCHANGE COMMISSION.

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(g) [“Eastern Canadian Pellet Price”] means, for any year, the arithmetical average of the [per iron unit pellet prices, as published in ▇▇▇▇▇▇▇▇▇ (or, if not published therein, as published in Tex Report) of Quebec Cartier Mining (f.o.b. Port Cartier, Quebec) and Iron Ore Company of Canada (f.o.b. Sept-Iles, Quebec)], for such year

(h) “Empire Equity Tonnage” means the total tonnage of pellets that Inland or any subsidiary or affiliate of Inland nominates for purchase from the Partnership, and which tonnage the Partnership is required to supply in accordance with the terms and conditions of the EIMP Ore Sales Agreement.

(i) “Expected Iron Content” means (i) for Empire Standard Pellets, 63.47%, (ii) for Empire Royal Pellets, 59.96%, (iii) for Empire Viceroy Pellets, 58.64%, (iv) for Wabush 1% Mn Standard Pellets, 64.35%, (v) for Wabush 1% Mn Flux Pellets, 61.67%, (vi) for Wabush 2% Mn Standard Pellets, 63.57%, (vii) for Wabush 2% Mn Flux Pellets, 60.84%, and (viii) for any kind of Other Cliffs Pellets (subject to applicable grade and quality standards set forth in Section 4 hereof) (x) in the first year they are provided by Cliffs, the percentage specified by Cliffs in good faith, and (y) in all other years, the actual iron percentage for such kind of Other Cliffs Pellets for the prior year.

(j) “Flux Composite Index” means, for any year, the sum of:

(i)

[0.3333], multiplied by a fraction, the numerator of which is the average cost per [ton for flux stone delivered to the Empire Mine] for such preceding year, and the denominator of which is the average cost per [ton for flux stone delivered to the Empire Mine] for [2002]; provided, however, that Cliffs shall use commercially reasonable efforts to obtain the [best possible price for flux stone as delivered to the Empire Mine]; plus

(ii)

[0.6667], multiplied by a fraction, the numerator of which is the [United States Producer Price Index—Fuel and Related Products and Power—Series Id: WPU05—Annual Average] for such preceding year, and the denominator of which is the [United States Producer Price Index—Fuel and Related Products and Power—Series Id: WPU05—Annual Average] for [2002].

The formula for calculating this Flux Composite Index is set forth on Schedule 1(j). For each year beginning in [2005], the Flux Composite Index (x) shall be initially determined based on Cliffs’ good faith reasonable estimate (which shall take into account all data that is final for the year in determination) given to Inland not later than December 15 of the prior year and (y) shall be certified by Cliffs not later than June 15 of such year. Beginning in [2005], subject to adjustment pursuant to Section 7 hereof, payments shall be made by reference to the Flux Composite Index estimated (with respect to payments made with respect to such year until June 15 of such year) and certified (with respect to payments made with respect to such year after June 15 of such year) by Cliffs pursuant hereto, unless disputed in good faith by Inland.

CONFIDENTIAL MATERIAL HAS BEEN

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SECURITIES AND EXCHANGE COMMISSION.

ASTERISKS DENOTE SUCH OMISSIONS.

(k) The words “Inland’s Equity Entitlements”, as used herein, means the total tonnage of pellets which Inland or any subsidiary or affiliate of Inland actually purchases or acquires annually or otherwise receives annually from the Minorca iron ore mine, located in Virginia, Minnesota, and the Empire Mine pursuant to the EIMP Ore Sales Agreement; provided, however, that Inland’s Equity Entitlements with respect to Minorca shall be consistent with Minorca’s production capability as of January 1, 2003 as enhanced by subsequent continuous production improvements.

(1) The words “iron unit”, as used herein, means one percent (1%) of contained iron, and all prices per iron unit shall be expressed on an iron unit per ton basis.

(m) [“Off Spec Pellet” means any Cliffs Pellets having characteristics within a Upper Level 2 Variance range or a Lower Level 2 Variance and determined by Inland to be unsuitable for consumption in an Indiana Harbor Plant blast furnace.]

(n) “Other Cliffs Pellets” means, collectively, Other Cliffs Standard Pellets and Other Cliffs Fluxed Pellets.

(o) The word “pellets”, as used herein, means iron-bearing products at natural moisture obtained by the pelletizing of iron ore or iron ore concentrates, suitable for making iron in blast furnaces.

(p) The word “Person”, as used herein, means any natural person, or any corporation, limited liability company, limited or general partnership, trust, association or other legal entity.

(q) [“Surcharge Reduction”] means 100%, minus the following quotient, expressed as a percentage:

(i)

the number of tons of pellets actually delivered by Cliffs during a Contract Year in accordance with the terms and conditions hereof and the EIMP Ore Sales Agreement, divided by

(ii)

the amount of the Excess Annual Requirements that Cliffs has committed to supply hereunder plus the Empire Equity Tonnage for such year.

(r) The word “ton”, as used herein, means a gross ton of 2,240 pounds avoirdupois natural weight.

(s) [“World Pellet Price”] means, at any time, a price per iron unit equal to the sum of:

(i)

[0.50], multiplied by the [Eastern Canadian Pellet Price]; plus

(ii)

[0.50], multiplied by the [average published price per iron unit for pellets of Companhia Vale Rio Doce, S.A. (f.o.b. Tubaro)].

Schedule 1(s) illustrates calculation of the [World Pellet Price] for [2002], which is [$0.4860] per iron unit.

CONFIDENTIAL MATERIAL HAS BEEN

OMITTED AND FILED SEPARATELY WITH THE

SECURITIES AND EXCHANGE COMMISSION.

ASTERISKS DENOTE SUCH OMISSIONS.

(t) The word “year”, as used herein, means a calendar year commencing on January 1 and ending December 31.

(u) If any of the information required to calculate the Composite Index, the [Eastern Canadian Pellet Price] or the [World Pellet Price ceases to be published] (either because a particular product ceases to be available, or because information is no longer [publicly available)], the parties will negotiate in good faith to revise the definition of such term to one based on then-published information, and any dispute will be resolved pursuant to Section 15.

(v) The following is a locator list of all defined terms used throughout this Agreement:


*Agreement*			1
*Alternative Day*			2
*Base Price per Iron ▇▇▇▇*			▇▇
*Basic Cliffs Pellets*			2
*Business Day*			2
*CCIC*			1
*Cliffs*			1
*Cliffs Empire*			1
*Cliffs Pellets*			2
*CMC*			1
*Commission*			24
*Composite Index*			2
*Confidential Information*			24
*Contract Year*			2
*Covering Costs*			7
*[Eastern Canadian Pellet Price]*			3
*Effective Date*			1
*Empire Equity Tonnage*			3
*Empire Pellets*			8
*Empire Plant*			8
*Empire Royal Pellets*			8
*Empire Shutdown*			8
*Empire Standard Pellets*			8
*Empire Viceroy Pellets*			8
*Excess Annual Requirements*			6
*Expected Iron Content*			3
*Flux Charge per Ton*			13
*Flux Composite Index*			3
*Grade and Quality Specs*			9
*Indiana Harbor Plant*			6
*▇▇▇▇▇▇*			▇, ▇▇
*▇▇▇▇▇▇’s Equity Entitlements*			3
*iron unit*			4
*Key OCFP Specs*			8
*Lab*			19

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*[Off Spec Pellet]*			4
*Other Cliffs Fluxed Pellets*			8
*Other Cliffs Pellets*			4
*Other Cliffs Standard Pellets*			8
*Partnership*			1
*Partnership Agreement*			1
*Pellets*			4
*Person*			4
*Predecessor Pellet Sale Agreement*			1
*PSA*			1
*Samples*			18
*Shortfall Notice*			11
*Supply shortfall*			7
*[Surcharge Amount]*			15
*[Surcharge Reduction]*			4
*ton*			4
*Wabush 1% Mn Flux Pellets*			8
*Wabush 1% Mn Standard Pellets*			8
*Wabush 2% Mn Flux Pellets*			8
*Wabush 2% Mn Standard Pellets*			8
*Wabush Pellets*			8
*Wabush Plant*			8
*[World Pellet Price]*			4
*year*			4

2. SALE AND PURCHASE/VOLUME

(a) Subject to the other provisions of this Section 2, for each of the 12 Contract Years 2003 through 2014, inclusive, and during any extension of the term of this Agreement, Cliffs shall sell and deliver to Inland, and Inland shall purchase and receive from Cliffs and pay Cliffs for, a tonnage of Cliffs Pellets equal to 100% of the total pellet tonnage consumed in the blast furnaces or other areas that use prime blast furnace pellets (assuming the Cliffs Pellets meet the applicable quality requirements of those other areas), at Inland’s facility at Indiana Harbor, Indiana (the “Indiana Harbor Plant”), adjusted for inventory positions, in excess of Inland’s Equity Entitlements (“Excess Annual Requirements”) for such Contract Year; provided, however, that (i) in no Contract Year shall Inland purchase and receive from Cliffs and the Partnership, collectively, pursuant to (A) the EIMP Ore Sales Agreement and (B) this Agreement, and pay Cliffs and the Partnership, collectively, for, less than [2,500,000] tons of Cliffs Pellets, and (ii) by January 31, 2008 Inland shall have purchased and received from Cliffs and the Partnership, collectively, pursuant to the EIMP Ore Sales Agreement and this Agreement, and have paid Cliffs and the Partnership, collectively, for, not less than [12,500,000] tons of Cliffs Pellets. If Inland plans to close any blast furnace at the Indiana Harbor Plant for a minimum of two years, Inland shall notify Cliffs a minimum of one year prior to such blast furnace closure date, and the minimum annual tonnage of Cliffs Pellets to be purchased and received by Inland from Cliffs and the Partnership, collectively, under clause (i) of the proviso in the foregoing sentence shall be reduced by (x) 500,000 tons per Contract Year, prorated for the first Contract Year based upon when during such Contract Year such closure is effective for the

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first blast furnace closed, (y) an additional 800,000 tons per Contract Year, prorated for the first Contract Year based upon when during such Contract Year such closure is effective for the second blast furnace closed, and (z) an additional 1,200,000 tons per Contract Year, prorated for the first Contract Year based upon when during such Contract Year such closure is effective for the third blast furnace closed, but no change shall be made to the minimum tonnage under clause (ii) of such proviso. If a blast furnace for which a reduction has been granted, reopens less than 2 years after the effective date of closure, Inland’s Excess Annual Requirement for the then-current Contract Year shall immediately be increased by an amount equal to the amount by which actual tons purchased by Inland in the affected years was less than the then applicable purchase requirements for such affected years (without regard to the reduction taken for the re-opened furnace).

(b) For each of the 12 Contract Years 2003 through 2014, inclusive, and during any extension of the term of this Agreement, Cliffs shall be obligated to sell and deliver to Inland 100% of its Excess Annual Requirements, up to [3,500,000] tons of Cliffs Pellets per Contract Year. If Inland’s Excess Annual Requirements, as initially fixed pursuant to Section 5(a) or as adjusted pursuant to Section 5(c), in any Contract Year exceeds [3,500,000] tons, Cliffs shall use commercially reasonable efforts to sell and deliver any pellets in excess of [3,500,000] tons. For purposes of this Section 2(b) the Cliffs Pellets supplied by the Partnership under the EIMP Ore Sales Agreement shall count as Cliffs Pellets supplied by Cliffs in discharge of its obligation to supply Inland’s Excess Annual Requirements. In the event that Cliffs fails to supply Inland’s Excess Annual Requirements which Cliffs is required to supply in accordance with the terms and conditions hereof or fails to cause the Partnership to supply Inland’s Empire Equity Tonnage which the Partnership is required to supply in accordance with the terms and conditions of the EIMP Ore Sales Agreement, which failure remains uncured for 60 days (or any such shorter period of time after which all or substantially all of Inland’s pellet inventory will be consumed or used) after notice is given by Inland of such failure (the aggregate shortfall from Inland’s Excess Annual Requirements and Empire Equity Tonnage being referred to herein as the “Supply Shortfall”), then Inland may, at its sole option, “cover” by making any reasonable purchase of or contract to purchase pellets in substitution for those due from Cliffs hereunder and from the Partnership under the EIMP Ore Sales Agreement. Inland shall be entitled to recover from Cliffs as damages (“Covering Costs”) the difference between the cost of covering and the price herein provided for [(taking into account quality differences and applying the corresponding price adjustments as listed in Exhibit A-1)] and such other incidental costs (such as storage and transport) related thereto, but less any other expenses saved as a result of Cliffs’ failure. In addition to the foregoing, if the aggregate Supply Shortfall in a given Contract Year [equals or exceeds 5%] of an amount equal to Inland’s Excess Annual Requirements plus the Empire Equity Tonnage, in each case for such Contract Year, and if Inland exercises its rights to “cover” in accordance with the foregoing sentence, then [the Surcharge Amount] for such Contract Year [shall be reduced by the Surcharge Reduction]. The [Surcharge Reduction] shall be applied in full against the next payment then due under Section 7(a)(ii) (and, if such reduction is larger than such payment, against the next succeeding payments due under Section 7(a)(ii) until such [reduction] is recouped in full, with any unrecouped amounts still outstanding at the end of the term of this Agreement to be paid in full by Cliffs at that time). In the event that the [Surcharge Reduction] is triggered and Inland proceeds to cover in the manner permitted by this Section 2(b) and to recover damages from Cliffs on account thereof, the expenses saved referred to in the fourth sentence of this Section 2(b) shall include the amount by which the [Surcharge Amount]

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has been reduced, as long as the Supply Shortfall does not exceed [20%] with respect to the first [Surcharge Reduction] hereunder, [15%] for the second [Surcharge Reduction] hereunder, and [10%] for any additional [Surcharge Reductions] hereunder.

3. SOURCING

(a) Cliffs shall initially supply Inland with pellets produced at the Partnership’s iron ore pellet plant (“Empire Standard Pellets”, “Empire Royal Pellets” and “Empire Viceroy Pellets”, as the case may be; and, collectively, “Empire Pellets”) located in ▇▇▇▇▇▇, Michigan (the “Empire Plant”).

(b) As long as Cliffs continues as a participant in the Wabush Mines Joint Venture, Inland may change pellet sourcing, for up to [360,000] tons of pellets annually, from Empire Pellets to pellets produced at the Wabush Mines Joint Venture iron ore pellet plant (“Wabush 2% Mn Standard Pellets” “Wabush 2% Mn Flux Pellets” “Wabush 1% Mn Standard Pellets” and “Wabush 1% Mn Flux Pellets,” as the case may be; and, collectively, “Wabush Pellets”) located in Pointe Noire, Quebec (the “Wabush Plant”).

(c) Cliffs may change pellet sourcing from Empire Standard Pellets to standard pellets from other sources controlled or managed by Cliffs, provided such pellets are of a quality comparable to that required for Empire Standard Pellets hereunder (“Other Cliffs Standard Pellets”). If Cliffs desires to provide Inland with Other Cliffs Standard Pellets, Cliffs shall give Inland not less than three months’ prior notice, and then may make such change provided that Inland has had a reasonable opportunity to purge its stockpile of conflicting grades of pellets.

(d) In the event that Empire Pellets are no longer being produced at the Empire Plant due to a permanent shutdown or a long-term (defined as not less than 2 years) idle period (an “Empire Shutdown”), Cliffs shall provide one year’s advance notice thereof and shall use commercially reasonable efforts to identify one or more alternative sources of fluxed pellets (“Other Cliffs Fluxed Pellets”) and Other Cliffs Standard Pellets to be supplied by Cliffs.

(i)

In the event that, at least 90 days prior to the Empire Shutdown, Cliffs establishes that it can supply Other Cliffs Pellets having the grades and specifications in chemical and physical structure described in Exhibit 3(d) attached hereto and identified as Key OCFP Specs (the “Key OCFP Specs”) from one or more sources, excluding ▇▇▇▇▇▇ Hematite Pellets (being those pellets produced at the ▇▇▇▇▇▇ Mining Company L.C. iron ore pellet plant located in ▇▇▇▇▇▇, Michigan), and the quantity of Wabush Pellets being limited to Inland’s requirements for Wabush Pellets (it being understood that Cliffs shall limit sources to no more than two sources per pellet grade type and that Inland shall not be obligated to use more pellet sources than is commercially reasonable from a logistical standpoint), then (A) Cliffs shall offer for sale and delivery, and Inland may, at its option, purchase and receive, such Other Cliffs Fluxed Pellets and/or Other Cliffs Standard Pellets, as the case may be, in substitution for Empire Royal Pellets, Empire Viceroy Pellets or Empire Standard Pellets, as the case may be, hereunder, (B) Inland shall notify Cliffs within 90 days of Cliffs’

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offering such Other Cliffs Fluxed Pellets and/or such other Cliffs Standard Pellets of the quantities of each such Pellet grade that Inland elects to purchase and receive, (C) to the extent that Inland elects to purchase and receive such Other Cliffs Pellets, without limitation of the obligation to meet the Key OCFP Specs or the grade and quality specifications set forth in Section 3(c), Cliffs shall use commercially reasonable efforts to ensure that Other Cliffs Fluxed Pellets and/or Other Cliffs Standard Pellets, as the case may be, meet the specifications described in Exhibit 3(d) attached hereto that are identified as Secondary OCFP Specs (the “Secondary OCFP Specifications”), [(D) to the extent Inland does not elect to purchase and receive such Other Cliffs Pellets, Inland shall be released from its purchase obligations hereunder and may, notwithstanding any provision herein to the contrary, purchase its Excess Annual Requirements for pellets from other suppliers and Cliffs shall be released from its obligations hereunder (other than those which are accrued but remain undischarged at such time), and (E) in addition to the pricing for the pellets delivered pursuant to this Section 3(d)(ii), Inland shall pay to Cliffs a pro-rated Surcharge Amount in proportion to the tonnage amount actually offered for sale and delivery by Cliffs to Inland pursuant to this Section 3(d)(ii) as compared to the tonnage required to be delivered pursuant to Section 2].

(ii)

In the event that, within 90 days of the Empire Shutdown, Cliffs cannot establish that it can supply the Other Cliffs Pellets meeting the Key OCFP Specs, then either party may immediately terminate this Agreement by written notice to the other party, in which case each party’s obligations under this Agreement shall immediately terminate (including, without limitation, Inland’s obligation to pay any [Surcharge Amount)] and such termination of this Agreement shall be without further recourse to either party; provided, however, that Inland may take possession of all Cliffs Pellets for which payment under Section 7(a)(i) has been made and Cliffs shall deliver such pellets.

With respect to all Other Cliffs Pellets, pellet cooling, stockpiling, and dust suppression practices will be optimized on a commercially reasonable basis to avoid excessive moisture content in pellets. Within the one-year notice period applicable to an Empire Shutdown, Cliffs shall provide Inland with a reasonable opportunity to conduct a blast furnace trial not less than 90 days prior to the effective date of an Empire Shutdown on the Other Cliffs Pellets to be supplied pursuant to this Section 3(d).

4. GRADES AND QUALITY

(a) Empire Pellets shall consist of the grades and specifications and shall have the chemical and physical structure described in Exhibit A-l (the “Grade and Quality Specs”) attached hereto, unless otherwise mutually agreed. Cliffs will aim for the mid range of each specification, review production quality data monthly and adjust procedures where applicable to attempt to produce at the mid range of the specifications. Should Cliffs Pellets have values

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outside of the specification range (quantity and quality as determined by reference to such Exhibit A-l), then [Inland will have the rights set forth in Section 4(c) hereof]. For purposes of this Section 4(a), the terms “Empire Pellets” and “Cliffs Pellets” shall be deemed to include pellets supplied by the Partnership under the EIMP Ore Sales Agreement.

(b) Wabush Pellets to be sold hereunder shall consist of the grades and specifications, and shall have approximately the same general average chemical and physical structure, as described in Exhibit A-2, and will be in conformance with Wabush Mine cargo quality specifications as may be agreed to by the Wabush Mine owners; provided, however, that if there is a material change in such specifications, Inland may, notwithstanding any limitation contained in Section 5 hereof, adjust its Excess Annual Requirements for the then-current Contract Year with respect to Wabush Pellets. Should any cargo of Wabush Pellets sold hereunder have chemical, physical, or metallurgical properties that materially deviate from those specifications shown in Exhibit A-2 or such changes to those specifications as agreed to by the Wabush Mine owners, then Cliffs and Inland [will negotiate a reasonable price adjustment for such cargo].

(c) Whenever any material amount of Cliffs Pellets delivered hereunder is outside of the specification range (determined by reference to the Grade and Quality Specs), Cliffs shall immediately furnish Inland with an off-spec report in Inland’s designated format, an example of which is attached hereto as Exhibit A-3, defining parameter, time, cause and corrective action. With respect to any Cliffs Pellets purchased and sold hereunder that have characteristics [within an Upper Level 1 Variance range or a Lower Level 1 Variance range] (determined by reference to the Grade and Quality Specs), where applicable [Inland shall obtain an immediate price reduction (calculated by reference to the corresponding adjustment payment(s)] in the Grade and Quality Specs). The [price reduction] referred to in the immediately preceding sentence [shall be applied in full against the next payment then due under Section 7(a)(i)] (and, if such [reduction is larger than such payment, against the next succeeding payments due under Section 7(a)(i) until such reduction is recouped in full, with any unrecouped amounts outstanding at the end of the term of this Agreement subject to repayment by Cliffs)]. With respect to any Cliffs Pellets purchased and sold hereunder that have characteristics [within an Upper Level 2 Variance range or a Lower Level 2 Variance range], determined by reference to the Grade and Quality Specs [(“Level 2 Pellets”)], Inland shall (i) [use commercially reasonable efforts to use such Level 2 Pellets] for consumption in an Indiana Harbor Plant blast furnace, and/or (ii) determine (A) which of any such [Level 2 Pellets can be used in an Indiana Harbor Plant blast furnace with commercially reasonable further processing] or (B) which of any such [Level 2 Pellets Inland cannot use in an Indiana Harbor Plant blast furnace on a commercially reasonable basis], in either such case, Inland will supply notice to Cliffs within 15 days of the shipment date as to the [specific reasons for further processing or why Inland cannot use such Level 2 Pellets in an Indiana Harbor Plant blast furnace. Level 2 Pellets] shall be [deemed not to have been supplied by Cliffs] (including, without limitation, for purposes of [Section 2(b)] hereof), and Inland shall [receive an additional price reduction (i.e., in addition to the price reduction calculated by reference to the corresponding adjustment payment(s)] in the Grade and Quality Specs) that is equal to [(x) the difference between the net price paid for such pellets (purchase price less quality adjustment) and the market value of such pellets as used by Inland, plus (y) additional processing (including, where applicable, a fuel rate penalty) or handling costs which are necessary to allow Inland to subsequently use the pellets in an Indiana Harbor Plant blast furnace or other area at the Indiana Harbor Plant]. Any [Level 2 Pellets] shall count towards Inland’s minimum purchase requirements contained in Section 2(a) hereof. For purposes of this Section 4(c), the term “Cliffs Pellets” shall be deemed to include pellets supplied by the Partnership under the EIMP Ore Sales Agreement.

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(d) During the term of this Agreement and for all subsequent extensions pursuant to Section 18, Cliffs shall (and shall cause the Partnership to) make a good faith effort to comply with Inland requests for pellet quality improvement or development recommendations. The costs of such efforts or changes shall be allocated between the parties as mutually agreed.

5. NOTIFICATION AND NOMINATION

(a) With respect to the tonnage of Cliffs Pellets to be purchased by Inland for each of the Contract Years 2003 through 2014, inclusive, as provided for in Section 2(a), on or before October 31 (excluding the Contract Year 2003 which has been provided for in Section 5(e)) of each of the Contract Years prior to the Contract Years above, Inland shall notify Cliffs in writing of: (i) Inland’s initial preliminary total annual pellet tonnage requirements, (ii) Inland’s initial preliminary Excess Annual Requirements plus the Empire Equity Tonnage, and (iii) Inland’s initial preliminary tonnages of each of the grades of ore nominated by Inland under the preceding clause (i).

(b) With respect to the tonnage of Cliffs Pellets to be purchased by Inland for each of the Contract Years 2003 through 2014, inclusive (except as otherwise provided in Section 5(e) hereof), as provided for in Section 2(a), and during the period October 31 through November 30 of each of the Contract Years prior to the remaining Contract Years above, Inland and Cliffs shall meet, as needed, to discuss: (i) Inland’s preliminary total annual pellet tonnage requirements; (ii) Inland’s preliminary Excess Annual Requirements plus the Empire Equity Tonnage; (iii) the preliminary tonnages and grades of Cliffs Pellets which Cliffs is required to sell and Inland is required to purchase pursuant to the terms of Sections 2(a) and 2(b) above; and (iv) a preliminary delivery schedule by ore grade for each month of the following Contract Year. Such matters shall be reduced to writing and exchanged by the parties with Inland confirming its preliminary Excess Annual Requirements by November 30 of each such Contract Year. If Inland’s preliminary Excess Annual Requirements, when added with its Empire Equity Tonnage, exceed [3,500,000] tons, Cliffs may, by notice to Inland but in any case subject to its obligations to use commercially reasonable efforts pursuant to Section 2(b) hereof, notify Inland of its inability (and the extent of such inability) to deliver such excess amount of Cliffs Pellets (the “Shortfall Notice”). If Cliffs delivers a Shortfall Notice, Inland may, notwithstanding anything to the contrary herein, obtain the amount designated in the Shortfall Notice from other suppliers. If no Shortfall Notice is received by November 30, Cliffs shall be deemed to have agreed hereunder to supply the full amount of Inland’s Excess Annual Requirements plus Inland’s Empire Equity Tonnage (including any amount in excess of [3,500,000] tons).

(c) (i) With respect to the notification of Inland’s preliminary Excess Annual Requirements of Cliffs Pellets as provided for in Sections 5(a) and 5(b) above, on or before March 15 of the then current Contract Year of the purchase and sale, Inland may, by written notification to Cliffs, adjust its preliminary Excess Annual Requirements by tonnage for the then current Contract Year either up, or by not more than [15%] of the total of Empire Equity

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Tonnage and Excess Annual Requirements down. If Inland increases its preliminary Excess Annual Requirements for the then current Contract Year, any such increase must be approved by Cliffs, and on or before March 31, Cliffs shall notify Inland as to whether or not Cliffs agrees to such increase or any part thereof. In the event Cliffs does not agree to such increase or any part thereof, Inland may, notwithstanding anything to the contrary herein, obtain the increased amount from other suppliers. If, by March 15 of the then current Contract Year, Inland shall have adjusted its preliminary Excess Annual Requirements, either up or down (with any increased adjustment having been agreed to by Cliffs), then such adjusted Excess Annual Requirements by pellet grade (subject to Section 5(d)) and tonnage shall be deemed Inland’s final Excess Annual Requirements for such Contract Year, and Inland shall be obligated to purchase and Cliffs shall be obligated to sell such tonnage of Cliffs Pellets in accordance with such final Excess Annual Requirements.

(ii)

If, however, Inland has not adjusted its preliminary Excess Annual Requirements as provided for in Section 5(c)(i), then on or before May 15 of the then current Contract Year of the purchase and sale, Inland may, by written notification to Cliffs, adjust its preliminary Excess Annual Requirements by tonnage for the then current Contract Year either up, or by not more than [10%] of the total of Empire Equity Tonnage and Excess Annual Requirements down. If Inland increases its preliminary Excess Annual Requirements for the then current Contract Year, any such increase must be approved by Cliffs, and on or before May 31, Cliffs shall notify Inland as to whether or not Cliffs agrees to such increase or any part thereof. In the event Cliffs does not agree to such increase or any part thereof, Inland may, notwithstanding anything to the contrary herein, obtain the increased amount from other suppliers. If, by May 15 of the then current Contract Year, Inland shall have adjusted its preliminary Excess Annual Requirements, either up or down (with any increased adjustment having been agreed to by Cliffs), then such adjusted Excess Annual Requirements by pellet grade (subject to Section 5(d)) and tonnage shall be deemed to be Inland’s final Excess Annual Requirements for such Contract Year, and Inland shall be obligated to purchase, and Cliffs shall be obligated to sell, such tonnage of Cliffs Pellets in accordance with such final Excess Annual Requirements.

(iii)

If, however, Inland has not adjusted its preliminary Excess Annual Requirements as provided for in Section 5(c)(i) or 5(c)(ii), then on or before July 15 of the then current Contract Year of the purchase and sale, Inland may, by written notification to Cliffs, adjust its preliminary Excess Annual Requirements by tonnage for the then current Contract Year either up, or by not more than [5%] of the total of Empire Equity Tonnage and Excess Annual Requirements down. If Inland increases its preliminary Excess Annual Requirements for the then current Contract Year, any such increase must be approved by Cliffs, and on or before July 31, Cliffs shall notify Inland as to whether or not Cliffs agrees to such increase or any part thereof. In the event Cliffs does not agree to such increase or any part thereof, Inland may, notwithstanding anything to the contrary herein,

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obtain the increased amount from other suppliers. If, by July 15 of the then current Contract Year, Inland shall have adjusted its preliminary Excess Annual Requirements, either up or down (with any increased adjustment having been agreed to by Cliffs), then such adjusted Excess Annual Requirements by pellet grade (subject to Section 5(d)) and tonnage shall be deemed to be Inland’s final Excess Annual Requirements for such Contract Year, and Inland shall be obligated to purchase, and Cliffs shall be obligated to sell, such tonnage of Cliffs Pellets in accordance with such final Excess Annual Requirements.

(iv) If no adjustment is made on or before July 15, then the preliminary Excess Annual Requirements by pellet grade (subject to Section 5(d)) and tonnage for the then current Contract Year shall be deemed to be Inland’s final Excess Annual Requirements for such Contract Year, and Inland shall be obligated to purchase, and Cliff’s shall be obligated to sell, such tonnage of Cliffs Pellets in accordance with such preliminary Excess Annual Requirements.

(d) At any time during the Contract Year, Inland may request an adjustment in the allocation among pellet grades of pellets provided by Cliffs hereunder and by the Partnership under the EIMP Ore Sales Agreement, and Cliffs shall (and shall cause the Partnership to) use commercially reasonable efforts to accommodate such request. Cliffs shall not produce tonnage in a grade designated for Inland more than three months ahead of when the grade should be available for Inland.

(e) During the Contract Year 2003, Cliffs shall sell and deliver and Inland shall purchase and receive from Cliffs hereunder and the Partnership under the EIMP Ore Sales Agreement and pay for a tonnage of Cliffs Pellets, including for purposes of this Section 5(e) pellets within the Empire Equity Tonnage, of such grades and qualities as set forth in Exhibit 5(e) subject to the delivery schedule set forth in Exhibit 5(e).

6. PRICE AND ADJUSTMENTS

(a) In each Contract Year the price paid for the Cliffs Pellets purchased and sold hereunder shall be determined as follows:

(i)

First, taking each kind of Basic Cliffs Pellets separately, the price per iron unit shall be determined as provided in Section 6(b).

(ii)

Second, the price per iron unit for any kind(s) of Other Cliffs Pellets shall be determined as provided in Section 6(c).

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(b) (i)

Empire Pellets shall have the following base price per iron unit (“Base Price per Iron Unit”) for the [Contract Years 2003 and 2004]:


Pellet	f.o.b.	Base Price per Iron Unit
Empire Standard	[Vessel at Escanaba]	[$0.6066]
Empire Royal	[Vessel at Escanaba]	[$0.6421]
Empire Viceroy	[Vessel at Escanaba]	[$0.6565]

(ii)

In addition to the foregoing Base Price per Iron Unit for Empire Pellets, for the [Contract Years 2003 and 2004], in the case of Empire Royal Pellets and Empire Viceroy Pellets, the following flux charge per ton (“Flux Charge per Ton”) shall be added:


		Flux Charge per Ton
Empire Royal		[$1.20]
Empire Viceroy		[$1.80]

(iii)

For the [Contract Years 2005 through 2014], inclusive, the Base Price per Iron Unit for each of the Empire Pellets, f.o.b. [vessel], shall be determined by multiplying the applicable Base Price Multiplier below by the Composite Index for the Contract Year in determination:


Pellet	f.o.b.	Base Price Multiplier
Empire Standard	[Vessel at Escanaba]	[$0.5711]
Empire Royal	[Vessel at Escanaba]	[$0.6046]
Empire Viceroy	[Vessel at Escanaba]	[$0.6182]

(iv)

In addition to the foregoing Base Price per Iron Unit for Empire Pellets, for the [Contract Years 2005 through 2014], inclusive, in the case of Empire Royal Pellets and Empire Viceroy Pellets, the following Flux Charge per Ton, determined by multiplying the applicable flux charge multiplier by the Flux Composite Index for the Contract Year in determination, shall be added:


	Flux Charge Multiplier
Empire Royal	[$	1.40	]
Empire Viceroy	[$	2.10	]

(v)

Wabush Pellets shall have the following Base Price per Iron Unit for the [Contract Year 2003]:


Pellet	f.o.b.	Base Price per Iron Unit
Wabush 2% Mn Standard	Vessel at Pointe Noire	[$0.5350]
Wabush 2% Mn Flux	Vessel at Pointe Noire	[$0.5850]
Wabush 1% Mn Standard	Vessel at Pointe Noire	[$0.5350]
Wabush l% Mn Flux	Vessel at Pointe Noire	[$0.5850]

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(vi)

For the [Contract Years 2004 through 2014], inclusive, the Base Price per Iron Unit for each of the Wabush Pellets, f.o.b. vessel, shall be determined by multiplying the [2003] Base Price per Iron Unit by the Composite Index for the Contract Year in determination.

(c) If in any Contract Year Cliffs supplies any Other Cliffs Pellets to Inland, the price per iron unit for such kind(s) of Other Cliffs Pellets shall be that price per iron unit that, after taking into account the difference, if any, in transportation costs to Inland (transportation costs shall be calculated by reference to the actual incremental increase in transportation costs based on Inland models and shall be certified by Inland), results in the same average cost per iron unit (including transportation costs) delivered to the Indiana Harbor Plant as the average cost per iron unit (including transportation costs) delivered to the Indiana Harbor Plant would be if the entire Excess Annual Requirements were provided from the Empire Plant f.o.b. vessel at Escanaba.

(d) [In addition to the Base Price per Iron Unit for Basic Cliffs Pellets or the price per iron unit for Other Cliffs Pellets, Inland shall pay a surcharge as specified in the table set forth below (the “Surcharge Amount”) in respect of the tonnage of Cliffs Pellets to be delivered hereunder, which, except as otherwise provided herein, shall be paid by Inland whether or not Inland, in fact, purchases and takes delivery of all, more than all, a portion or none of such tonnage. Such Surcharge Amount shall be reduced dollar-for-dollar by any Special Contributions (as such term is defined in the Partnership Agreement (as amended by the Omnibus Agreement (defined below))) paid by Inland or its Affiliates to the Partnership wheresoever the obligation therefore was provided.

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Surcharge Amount	Payable in Calendar Year
$5,000,000		2003
$5,000,000		2004
$12,000,000		2005
$12,000,000		2006
$12,000,000		2007
$12,000,000		2008
$10,000,000		2009
$10,000,000		2010
$10,000,000		2011
$10,000,000		2012
$10,000,000		2013
$12,000,000		2014	]

(e) [Required Special Contributions. Each of Inland, Ispat Inland Empire, Inc., a Delaware corporation and wholly owned subsidiary of Inland (“Ispat Empire”), Cliffs Empire, Inc., a Michigan corporation (‘“Cliffs Empire”). Empire-Cliffs Partnership, a Michigan general partnership (“ECP”), and Wheeling-Pittsburg/Cliffs Partnership, a Michigan general partnership (“W-P/Cliffs”), acknowledges its respective obligations, covenants and other agreements set forth in the Partnership Agreement (as amended by the Second Empire Partnership Omnibus Agreement dated as of December 31, 2002 (the “Omnibus Agreement”) with respect to the Special Contributions (as defined in the Partnership Agreement (as amended by the Omnibus Agreement)) payable by such parties thereunder, and, for the avoidance of doubt but without creating duplication, restates and independently establishes herein such obligations, covenants and other agreements and agrees to pay, perform and discharge such obligations, covenants and agreements in accordance with the terms, and subject to the conditions, set forth herein and therein. Capitalized terms used in this Section 6(e) but not defined shall have the respective meanings given to such terms in the Partnership Agreement (as amended by the Omnibus Agreement) and in the Omnibus Agreement.]

(i) [So long as Ispat Empire continues to be a Partner and, as to the Cliffs Entities only, for one year after Ispat Empire ceases to be a Partner:]

(A) [For the years 2003 through 2014, inclusive, the Partners shall make Special Contributions to the Partnership in the amounts set forth in the chart below:

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	Special Contributions (millions)
Years	Ispat Empire	Cliffs Entities	Total
2003 and 2004	$2.1	$7.9	$10.0
2005 through 2008	5.04	18.96	24.0
2009 through 2013	4.2	15.8	20.0
2014	5.04	18.96	24.0
Total Contributions	$50.4 (21%)	$189.6 (79%)	$240.0(100%)

The Special Contribution amounts specified in Section 12.1 of the Partnership Agreement for the Cliffs Entities shall be made pro rata by such Partners on the basis of the percentage that each Share of the Cliffs Entities represents of all of the Shares of the Cliffs Entities. Inland shall be jointly and severally liable for Ispat Empire’s obligations to pay the Special Contribution amounts above on the terms and conditions of the Partnership Agreement. Each Cliffs Entity shall be jointly and severally liable for the obligations of each of the other Cliffs Entities, as the case may be, to pay the Special Contribution amounts above on the terms and conditions of the Partnership Agreement].

(B) [Any exercise by Ispat Empire of its Put Right pursuant to Section 11 of the Purchase Agreement, shall thereinafter eliminate any and all duties of the Partners to make Special Contributions representing Ispat Empire’s Share as prescribed in Section 12.1 of the Partnership Agreement; provided, however, this shall in no way eliminate or reduce the foregoing obligations of the Cliffs Entities to make Special Contributions as provided in Section 12.1 of the Partnership Agreement].

(ii) [Application and Timing of Payment of Partners’ Special Contributions].

(A) [The Special Contributions to be made by the Partners of the Partnership Agreement shall be applied, in any given year, in the following order of priority: first, in satisfaction of “the Partnership’s Other Post Employment Benefits (“OPEB”) liabilities, costs and expenses, as defined by FAS 106; second, in satisfaction of the Partnership’s Voluntary Employee Benefits Association (“VEBA”) liabilities, costs and expenses; and, finally, to the extent that in any year the OPEB and VEBA costs are less than the Partners’ Special Contributions in such year, the Partnership shall contribute the excess amount to the Partnership’s defined benefit pension plans covering substantially all Partnership employees (the “Pension Plans” and collectively with the OPEB and VEBA costs, the “Contribution Costs”); provided, however, the Manager may deviate from the priority set forth above in any given year, if in the Manager’s good faith determination, a different priority of Contribution Costs is necessary in such year. Without limiting the generality of the foregoing, none of the Special Contributions shall be used to fund or pay costs related to the closing of the Empire Mine or any environmental liabilities that may arise due to the operation of the Empire Mine by the Partnership. Promptly following receipt of such Special Contributions from the Partners, the Partnership will disburse such Special Contributions in the manner required to satisfy its Contribution Costs as provided in Section 12.2(a) of the Partnership Agreement].

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(B) [Commencing as of January 7, 2003, the Partners shall contribute to the Partnership on the seventh and the 23rd day of each month (or if such day is not a Business Day, the Alternative Day), an amount equal to 1/24 of the annual Special Contribution payable under Section 12.1 of the Partnership Agreement. All Special Contributions by the Partners pursuant to Section 12.1 of the Partnership Agreement shall be made by wire transfer of immediately available funds according to such instructions as the Partnership may from time to time provide, and shall be made in U.S. dollars. Without limiting the generality of the foregoing. Inland may, from time to time, demand confirmation from the Partnership of the payment of Special Contributions by the Cliffs Entities. The obligations of the Cliffs Entities under Section 12.2(b) of the Partnership Agreement are subject, in all events, to the rights of the Cliffs Entities to cease making payments in accordance with Section 12.1 of the Partnership Agreement],

(C) [Notwithstanding anything to the contrary herein, in the event that there is a reduction in the Surcharge Amount payable by Inland for a given year pursuant to the terms and conditions hereof such that Ispat Empire’s Special Contribution obligation for such year would exceed Inland’s entire adjusted Surcharge Amount obligation for such year (i) Ispat Empire’s Special Contribution obligation for such year shall be reduced by such excess, and (ii) there will be a corresponding reduction in the Special Contribution obligations of the Cliffs Entities for such year such that the Special Contribution obligations of Ispat Empire for such year are equal 21% of the Special Contributions of all Partners].

(D) [The Partnership shall furnish quarterly both to the Partners and to Inland a statement, certified by the Manager, showing the Special Contributions actually received by the Partnership from the Partners pursuant to Section 12.1 of the Partnership Agreement and the amounts of capital actually applied by the Partnership in satisfaction of its obligations under Section 12.2(a) of the Partnership Agreement, together with such other related information as the Partners may reasonably request in connection therewith].

(iii) [If the obligations of any Cliffs Entity to make any Special Contribution are not satisfied on the terms and conditions set forth in Section 12.1 of the Partnership Agreement, or fail to be applied as prescribed by Section 12.2(a) of the Partnership Agreement, then (A) Ispat Empire’s obligations to make Special Contributions, and (B) Inland’s obligations to pay the Surcharge Amount, wheresoever such obligations may appear, shall each be suspended until such time, if any, as the obligations of all Cliffs Entities to make Special Contributions are current in full and have been properly applied in accordance with the terms and conditions set forth in Article 12 of the Partnership Agreement].

(iv) [If (A) the obligations of Ispat Empire to make any Special Contribution on the terms and conditions set forth in Section 12.1 of the Partnership Agreement, or (B) the obligations of Inland to pay any Surcharge Amount pursuant to this Agreement, as the case may be, are not satisfied, then the obligations of the Cliffs Entities to make Special Contributions shall be suspended until such time, if any, as the obligations of Ispat Empire and Inland as described in clauses (A) and (B) are current in full in accordance with the terms and conditions set forth in Article 12 of the Partnership Agreement (with respect to caluse (i)) and this Agreement (with respect to clause (ii))].

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(v) The rights of the parties under Section 14.8 of the Partnership Agreement shall not be exclusive of any other rights that they may have with respect to the subject matter of such Section.

(f) Attached as Exhibit B is an example of the application of the provisions of this Section 6, other than Section 6(e).

7. PAYMENTS AND ADJUSTMENTS

(a) Subject to adjustment as provided in Sections 7(b) and 7(c), and subject further to the Omnibus Agreement, Inland shall pay Cliffs [on the seventh and the 23rd day] of each month (or if such day is not a Business Day, the Alternative Day), an amount equal to (i) commencing as of [February 7,] 2003, [l/24^th] of the total cost of all of the tons of the various kinds of Cliffs Pellets to be supplied to meet Inland’s Excess Annual Requirements for such Contract Year, to be determined in each case by multiplying such Excess Annual Requirements by the Expected Iron Content and the Base Price per Iron Unit,.plus the appropriate Flux Charge per Ton, [plus (ii) commencing as of January 7, 2003, 1/24 of the annual surcharge payable under Section 6(d)]. Except as otherwise provided herein, the payments required to be made by Inland pursuant to Section 7(a)(ii) shall be made by Inland during the initial term of this Agreement [only and even if no Cliffs Pellets are supplied to or used by Inland].

(b) The payments provided for in Section 7(a)(i) shall be adjusted as follows:

(i)

In the event of any adjustment to the Excess Annual Requirements pursuant to Section 5(b), any payments to be made pursuant to Section 7(a)(i) after such adjustment shall be increased or decreased so that such payments will be equal in amount.

(ii)

Beginning in [2004], not later than June 15 of each Contract Year, Cliffs shall prepare and certify to Inland (x) Cliffs’ calculation of the Composite Index and the Flux Composite Index for such Contract Year, (y) Cliffs’ recalculation of the Base Price per Iron Unit and Flux Charge per Ton for each kind of Cliffs Pellets, based thereon, and (z) the amount of the difference between the amount previously paid for Cliffs Pellets during the Contract Year and the amount that would have been paid had such adjusted Composite Index and Flux Composite Index been in effect from the beginning of the Contract Year. All subsequent payments to be made under Section 7(a)(i) shall be adjusted to reflect the revised Base Price per Iron Unit and Flux Charge per Ton, and the next such payment shall be adjusted by the amount specified in clause (z) above. For purposes of this Section 7(b)(ii), the term “Cliffs Pellets” shall be deemed to include pellets supplied by the Partnership under the EIMP Ore Sales Agreement.

(c) In addition to the adjustments to be made pursuant to Section 7(b), not later than January 31 of each Contract Year, Cliffs shall prepare and certify to Inland: (x) Cliffs’ calculation of the actual tonnage of each kind of Cliffs Pellets and any variance from tonnage forecast to be delivered to satisfy Inland’s Excess Annual Requirements, in each case for the

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prior Contract Year; (y) the actual iron units in each kind of Cliffs Pellets, and any variance from the Expected Iron Content expected therefore, in each case for the prior Contract Year; and (z) the amount due from Cliffs to Inland, or vice versa, to adjust to correct for all of the variances in clauses (x) and (y) for the prior Contract Year. The payment due pursuant to Section 7(a)(i) next occurring after January 31 shall be adjusted by the amount specified in clause (z).

(d) All payments shall be made by wire transfer of immediately available funds according to such instructions as Cliffs may from time to time provide, and shall be made in U.S. dollars.

(e) In the event Inland purchases Cliffs Pellets required to be purchased under this Agreement in advance of the required date for such purchase, during the 12-month period following the date of such purchase Inland shall be entitled to defer a subsequent required purchase of Cliffs Pellets having an aggregate price equal to the aggregate price of the Cliffs Pellets purchased in advance for the same number of days as the advance purchase was in advance of its required date. Purchases of Cliffs Pellets required under this Agreement which are made in advance in January of any Contract Year shall be counted as purchases of Cliffs Pellets for purposes of Inland’s Excess Annual Requirements for the next following Contract Year.

(f) In the event Inland shall fail to make payment when due of any amounts (other than amounts disputed in good faith by Inland), Cliffs, in addition to all other remedies available to Cliffs in law or in equity, shall have the right, but not the obligation, to withhold further performance by Cliffs under this Agreement until all claims Cliffs may have against Inland under this Agreement are fully satisfied.

(g) Exhibit B illustrates the operation of the provisions of this Section 7.

8. SHIPMENTS AND DELIVERY

(a) Cliffs and Inland will agree on a mutually acceptable delivery schedule for each Contract Year prior to December 1 of the preceding Contract Year and Cliffs shall make pellets available hereunder in accordance with such schedule. Such schedule must be established to match both Inland’s blast furnace requirements and Cliffs’ pellet availability and will include monthly shipment tonnage by grade. Cliffs and Inland will balance the delivery schedule by pellet source and type so that monthly shipments will be relatively equal over the Contract Year, considering winter shipping restrictions and production schedules to the locations designated in Section 8(b) below. Cliffs and Inland recognize that changes in schedule will occur as provided in Section 5, and will use commercially reasonable efforts to accommodate such changes. For purposes of this Section 8(a), the term “pellets” shall be deemed to include pellets supplied by the Partnership under the EIMP Ore Sales Agreement.

(b) Deliveries shall be made as follows:

(i)

Deliveries of Empire Pellets shall be made by Cliffs to Inland f.o.b. [vessel, Port of Escanaba, Michigan or stockpiled at the Canadian National Railway Company Ore Dock in Escanaba, Michigan], and title and all risk of loss (other than loss associated with shrinkage and, pellet handling and care in the ordinary course in the stockpile at such Dock), damage or

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destruction shall pass to Inland at the time that payment is received for such delivery of such Pellets (For purposes of this Section 8(b)(i), the term “Empire Pellets” shall be deemed to include pellets supplied by the Partnership under the EIMP Ore Sales Agreement.);

(ii)

Deliveries of Wabush Pellets shall be made by Cliffs to Inland f.o.b. vessel, Port of Pointe Noire, Quebec, or stockpiled at Wabush Dock in Pointe Noire, Quebec, and title and all risk of loss (other than loss associated with shrinkage and, pellet handling and care in the ordinary course in the stockpile at such Dock), damage or destruction shall pass to Inland at the time that payment is received for such delivery of such Pellets; and

(iii)

Deliveries of Other Cliffs Pellets shall be made by Cliffs to Inland f.o.b. [vessel at one or more mutually agreed locations], and title and all risk of loss (other than loss associated with shrinkage and, pellet handling and care in the ordinary course in the stockpile at such locations), damage or destruction shall pass to Inland at the time that payment is received for such delivery of such Pellets;

provided, however, that Inland shall not be entitled to take delivery or possession of any Cliffs Pellets until Cliffs shall have received payment for such Pellets.

9. WEIGHTS

Vessel ▇▇▇▇ of lading weight determined by railroad scale weights or belt scale weights, certified in accordance with standard commercial practices, in accordance with the procedures in effect from time to time at each of the loading ports (which shall be reasonably acceptable to Inland), shall be accepted by the parties as determining the amount of Cliffs Pellets delivered to Inland pursuant to this Agreement. The weighing devices shall be regularly tested, verified, certified, and maintained. For those scale weights or belt scale weights Cliffs operates, Cliffs shall maintain records of certification, which shall be made available from time to time to Inland for review and audit. In all other cases, Cliffs shall use commercially reasonable efforts, upon the request of Inland, to obtain from those third parties operating the scale weights and/or belt weights, proof of certification.

10. EMPLOYMENT OF VESSELS

Inland assumes the obligation for arranging and providing appropriate vessels for the transportation of the Cliffs Pellets delivered by Cliffs to Inland hereunder. Inland shall arrange and provide for all vessel shipments, ore carrier or bulk carrier type vessels suitable in all respects to enter, berth at and leave the loading ports and suitable for the loading and mooring facilities at the loading ports. If Cliffs supplies any Other Cliffs Pellets hereunder, Inland shall (i) use all commercially reasonable efforts to obtain the best possible price and other terms for transportation of such Other Cliffs Pellets, and (ii) certify the use of such efforts, and the prices obtained for such transportation, to Cliffs at the end of each year. Any transportation price information supplied to Cliffs by Inland pursuant to this Section 10 shall be kept confidential.

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Cliffs shall provide Inland with a reasonable opportunity to bid for the supply of transportation services in connection with the delivery of flux stone to the Empire Mine. For purposes of this Section 10, the term “Cliffs Pellets” shall be deemed to include pellets supplied by the Partnership under the EIMP Ore Sales Agreement.

11. SAMPLING AND TESTING PROCEDURES

(a) All pellet sampling procedures and analytical tests conducted on Cliffs Pellets sold to Inland to demonstrate compliance with the Grade and Quality Specs specified in Section 4 shall be performed by Cliffs at the loading point on each pellet vessel shipment or train shipment, as the case may be. Cliffs shall retain a split of each sample of whole pellets for 90 days and will retain a ground pulp sample for chemical analysis for one year (the “Samples”). Test methods to be used shall be the appropriate ASTM or ISO standard methods published at the time of testing or any other procedures and practices that may be mutually agreed to by Cliffs and Inland. Inland may, at any time and from time to time through one or more authorized representatives, be present during production, loading, or to observe sampling and analysis of pellets being processed for shipment to Inland. In the case of a dispute between Inland and Cliffs as to pellet analyses, a mutually agreed upon ISO 17025 certified (or such future certification standard as may replace ISO 17025) laboratory (the “Lab”) shall be utilized to resolve the dispute. Notwithstanding Section 15 hereof, the Lab shall act as the final arbiter of all disputes related to pellet sampling and analysis. The party found to be in error (or if both parties are in error, both parties) shall bear the cost of the Lab.

(b) If a daily measurement shows a [Level 2 Variance] with respect to any Cliffs Pellets for the previous day, Cliffs will [segregate production for the following day]. Cliffs will use its best efforts to [isolate Level 2 Pellets] and Inland will [have the option to reject Level 2 Pellets] at the mine.

12. REPRESENTATIONS AND WARRANTIES

(a) Inland represents and warrants to, and agrees with, Cliffs that the execution and delivery of this Agreement by Inland, and its consummation of the transactions contemplated hereby, have been duly authorized in accordance with all applicable laws and the certificate of incorporation and bylaws of Inland, and no further corporate action is necessary on the part of Inland to make this Agreement valid and binding on Inland and enforceable against Inland in accordance with its terms. The execution and delivery of this Agreement by Inland, and its consummation of the transactions contemplated hereby, (a) are not contrary to the certificate of incorporation or bylaws of Inland, (b) do not now and will not, with the passage of time, the giving of notice or otherwise, result in a violation or breach of, or constitute a default under, any term or provision of any indenture, mortgage, deed of trust, lease, instrument, order, judgment, decree, rule, regulation, law, contract, agreement or any other restriction to which Inland is a party or to which Inland or any of its assets is subject or bound, and (c) will not result in any acceleration or termination of any loan or security interest agreement to which Inland is a party or to or by which Inland or any of its assets is subject or bound; provided, however that no representation or warranty is being made regarding the validity or enforceability of Section 18(b).

CONFIDENTIAL MATERIAL HAS BEEN

OMITTED AND FILED SEPARATELY WITH THE

SECURITIES AND EXCHANGE COMMISSION.

ASTERISKS DENOTE SUCH OMISSIONS.

(b) Cliffs represents and warrants to, and agrees with, Inland that the execution and delivery of this Agreement by Cliffs, and its consummation of the transactions contemplated hereby, have been duly authorized in accordance with all applicable laws and the articles of incorporation and bylaws of Cliffs, and no further corporate action is necessary on the part of Cliffs to make this Agreement valid and binding on Cliffs and enforceable against Cliffs in accordance with its terms. The execution and delivery of this Agreement by Cliffs, and its consummation of the transactions contemplated hereby, (a) are not contrary to the articles of incorporation or bylaws of Cliffs, (b) do not now and will not, with the passage of time, the giving of notice or otherwise, result in a violation or breach of, or constitute a default under, any term or provision of any indenture, mortgage, deed of trust, lease, instrument, order, judgment, decree, rule, regulation, law, contract, agreement or any other restriction to which Cliffs is a party or to which Cliffs or any of its assets is subject or bound, and (c) will not result in any acceleration or termination of any loan or security interest agreement to which Cliffs is a party or to or by which Cliffs or any of its assets is subject or bound; provided, however that no representation or warranty is being made regarding the validity or enforceability of Section 18(b).

(c) OTHER THAN AS SPECIFICALLY SET FORTH ELSEWHERE HEREIN (OR ANY EXHIBIT OR SCHEDULE ATTACHED HERETO OR OTHER DOCUMENT REFERENCED HEREIN), CLIFFS MAKES NO, AND HEREBY DISCLAIMS AND EXCLUDES ANY, EXPRESS OR IMPLIED WARRANTIES INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, OF FITNESS, OR OF FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO ALL CLIFFS PELLETS. WITH RESPECT TO SUCH WARRANTIES THAT ARE SPECIFICALLY SET FORTH HEREIN AND FOR WHICH A CORRESPONDING REMEDY IS HEREIN PROVIDED, SUCH REMEDY SHALL BE THE SOLE AND EXCLUSIVE REMEDY FOR THE BREACH OR INACCURACY OF SUCH WARRANTY.

(d) All claims for material variance in quality of the Cliffs Pellets from the quality described herein shall be deemed waived unless made in writing delivered to Cliffs within sixty (60) calendar days after completion of discharge at port of discharge. No claim will be entertained after the Cliffs Pellets have been consumed unless it can be substantiated by the Sample corresponding to those Cliffs Pellets. Each party shall afford the other party prompt and reasonable opportunity to inspect the Cliffs Pellets as to which any claim is made as above stated. The Cliffs Pellets shall not be returned to Cliffs without prior written consent of Cliffs. CLIFFS SHALL NOT BE LIABLE FOR ANY DAMAGE TO INLAND’S PROPERTY OR LOST PROFITS, INJURY TO GOOD WILL OR ANY OTHER SPECIAL OR CONSEQUENTIAL DAMAGES.

13. [PRICE REOPENER

Beginning in 2009 if (a) the percentage calculated by dividing the Base Price per Iron Unit for an Empire Standard Pellet for the year in determination by the World Pellet Price for the year in determination is greater than the upper band calculation of that specific percentage, calculated in accordance with the next following sentence, then Inland may give notice to Cliffs prior to July 1 of the year in determination requesting a price renegotiation, or (b) the percentage calculated by dividing the Base Price per Iron Unit for an Empire Standard Pellet for the year in

CONFIDENTIAL MATERIAL HAS BEEN

OMITTED AND FILED SEPARATELY WITH THE

SECURITIES AND EXCHANGE COMMISSION.

ASTERISKS DENOTE SUCH OMISSIONS.

determination by the World Pellet Price for the year in determination is less than the lower band calculation of that specific percentage calculated in accordance with the next following sentence, then Cliffs may give notice to Inland prior to July 1 of the year in determination requesting a price renegotiation. The calculation of the foregoing percentage shall be made in 2003 following the settlement of the World Pellet Price as detailed in Schedule 13. In the event that either party gives notice as described above in (a) or (b), then the parties shall meet to negotiate revised Base Prices per Iron Unit for all Cliffs Pellets. In the event that the parties cannot agree on revised Base Prices per Iron Unit within 60 days following notice, binding arbitration in accordance with Section 15 shall be utilized to set the revised applicable Base Prices per Iron Unit. For the period of time following the notice until revised Base Prices per Iron Unit is agreed to or set by arbitration, the price invoiced and paid shall be the Base Prices per Iron Unit for the year in determination. The prices determined by the arbitrators shall be effective retroactive to the beginning of the year in which Inland or Cliffs requested a price renegotiation. Cliffs shall pay Inland, or Inland shall pay Cliffs, within 10 days of the arbitrators decision, an amount equal to the adjustment calculated by the arbitrators for the prior period of that year].

14. COVENANTS

During the term of this Agreement, Inland shall not: (a) purchase Cliffs Pellets pursuant to this Agreement with the specific intent to resell such pellets; or (b) sell, lease or otherwise transfer title or the right to use the Indiana Harbor Plant (including, without limitation, its blast furnaces), or any material portion thereof, to any Person, or merge, consolidate or reorganize with any Person unless that Person assumes in writing this Agreement and all of Inland’s obligations hereunder.

15. ARBITRATION

(a) Upon notice by either party to the other, all disputes, claims, questions or disagreements arising out or relating to this Agreement or breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this Agreement to arbitrate, shall, except as provided in Section 11(a) hereof, be determined by arbitration administered by the American Arbitration Association in accordance with the provisions of its Commercial Arbitration Rules, modified as follows:

(i)

the place of arbitration shall be Cleveland, Ohio;

(ii)

Unless the parties consent in writing to a lesser number, the arbitration proceedings shall be conducted before a panel of three neutral arbitrators, one to be appointed by Cliffs; one to be appointed by Inland, and third to be selected by the two arbitrators. None of the arbitrators shall be an employee, officer, director or consultant of, or of a direct competitor of, Inland or Cliffs;

(iii)

consistent with the expedited nature of arbitration, each party will, upon the written request of the other party, promptly provide the other with copies of documents on which the producing party may rely or otherwise which may be relevant in support of or in opposition to any claim or

CONFIDENTIAL MATERIAL HAS BEEN

OMITTED AND FILED SEPARATELY WITH THE

SECURITIES AND EXCHANGE COMMISSION.

ASTERISKS DENOTE SUCH OMISSIONS.

defense; any dispute regarding discovery, or the relevance or scope thereof, shall be determined by the arbitrators, which determination shall be conclusive; and all discovery shall be completed within 45 days following the appointment of the arbitrators;

(iv)

in connection with any arbitration arising out of Section [13], each of Cliffs and Inland shall have the right to submit information to the arbitrators to be held in confidence by them and not disclosed to the other party (or any other person); provided, however, that: (A) the party providing such information shall certify its accuracy to the best of its actual knowledge; and (B) such information shall be made available to counsel for the other party upon delivery by such counsel of its undertaking to hold the information (either in the form provided or in any other form) in confidence and not to disclose it to its client, or any other person (other than the arbitrators)

(v)

in connection with any arbitration arising out of Section [13]: (A) before making their determination in any matter, the arbitrators must request from each of the parties a complete statement of its proposed resolution of such matter, and the arbitrators shall select between the two proposed resolutions, without making any alteration to either of them (or if either party does not submit a proposed resolution, or submits one that is materially incomplete, shall select the proposed resolution of the other party); and (B) the arbitrators shall be limited to awarding only one or the other proposed resolution;

(vi)

in connection any arbitration arising out of this Agreement, the arbitrators shall have no authority to alter, amend, or modify any of the terms and conditions of this Agreement, and further, the arbitrators may not enter any award that alters, amends or modifies terms or conditions of this Agreement in any form or manner;

(vii)

the award or decision shall be made within nine months of the filing of the notice of intention to arbitrate, and the arbitrators shall agree to comply with this schedule before accepting appointment; provided, however, that this time limit may be extended by written agreement signed by both parties or by the arbitrators, if necessary; and

(viii)

in connection with any arbitration arising out of Section [13], the costs of the arbitrators shall be borne entirely by the party that did not prevail; and in connection with any other arbitration related to this Agreement, each party shall be responsible for its own costs and expenses, and the parties will equally split the cost of conducting the arbitration itself.

(b) The judgment of the arbitrators shall be final and binding on the parties, and judgment upon the award rendered by the arbitrators may be entered and enforced by any court of the United States or any state thereof.

CONFIDENTIAL MATERIAL HAS BEEN

OMITTED AND FILED SEPARATELY WITH THE

SECURITIES AND EXCHANGE COMMISSION.

ASTERISKS DENOTE SUCH OMISSIONS.

16. FORCE MAJEURE

(a) Notwithstanding anything in this Agreement to the contrary, no party hereto shall be liable for damages resulting from failure to deliver or accept and pay for all or any of the Cliffs Pellets as described herein, if and to the extent that such delivery or acceptance would be contrary to or would constitute a violation of any regulation, order or requirement of a recognized governmental body or agency, or if such failure, including (a) failure of the mines supplying the Cliffs Pellets to be delivered under this Agreement to produce the Cliffs Pellets, or (b) failure of Inland’s facilities to produce steel, is caused by or results directly or indirectly from acts of God, war, insurrections, interference by foreign powers, acts of terrorism, strikes, hindrances, labor disputes, labor shortages, fires, flood, embargoes, accidents or delays at the mines, on the railroads or docks or in transit, shortage of transportation facilities, disasters of navigation, or other causes, similar or dissimilar, if such other causes are beyond the control of the party charged with a failure to deliver or to accept and pay for the Cliffs Pellets. The inability to use Cliffs Pellets as a result of any of the foregoing causes shall also be a force majeure event under this Section, allowing Inland to fail to accept Cliffs Pellets to the extent of such force majeure event, pro rata, with all other sources of pellets for the Indiana Harbor Plant. To the extent a force majeure is claimed hereunder by a party hereto, such shall relieve the other party from fulfilling its corresponding agreement hereunder to the party claiming such force majeure, but only for the period and to the extent of the claimed force majeure, except as provided in Section 16(b) or unless otherwise mutually agreed to by the parties.

(b) If an event of force majeure is claimed by Cliffs, Inland shall be obligated to make the payments required by Section [6(d)] and Section [7(a)(ii) for only 24 months] following the date that Cliffs claimed such event of force majeure; provided, however, that upon any termination of such event of force majeure [prior to 24 months] after the date that Cliffs claimed the event of force majeure, Inland shall continue to be obligated to make the payments required by Section [6(d)] and Section [7(a)(ii)] from the date of such termination. In addition to the foregoing, if Cliffs is able to offer for sale Other Cliffs Pellets in accordance with Section [3(d)], then Inland shall be obligated to [pay the Surcharge Amount] under such Section [3(d)]. If the event of force majeure claimed by Cliffs continues for [24] consecutive months or longer, which event covers the supply of substantially all of Inland’s Excess Annual Requirements (including, for these purposes, the Empire Equity Tonnage) and Cliffs is not able to offer for sale Other Cliffs Pellets in accordance with Section [3(d)], then either Cliffs or Inland may terminate this Agreement by written notice to the other. To the extent that, pursuant to this Section, Cliffs offers for sale pellets pursuant to Section [3(d)], the parties acknowledge and agree that the [Surcharge Amount] shall be subject to reduction in accordance with Section [3(d)(i)(E)].

17. NOTICES

All notices, consents, reports and other documents authorized and required to be given pursuant to this Agreement shall be given in writing and either personally served on an officer of the party hereto to whom it is given, or sent by recognized overnight delivery service, mailed by registered or certified mail, postage prepaid, or by facsimile, addressed as follows:

If to CCIC or CMC:

▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ - ▇▇▇▇ ▇▇▇▇▇

▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇

Attention: Secretary

Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇

cc: Vice President-Sales

Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇

If to Inland:

▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇

▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇

Attention: General Counsel

Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇

Attention: Manager Raw Materials and Purchasing

Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇

; provided, however, that any party may change the address to which notices or other communications to it shall be sent by giving to the other party written notice of such change, in which case notices and other communications to the party giving the notice of the change of address shall not be deemed to have been sufficiently given or delivered unless addressed to it at the new address as stated in said notice.

18. TERM

(a) The term of this Agreement shall commence as of 12:01 a.m. on January 1, 2003 and continue through January 31, 2015 unless the term is ended earlier pursuant to Section 18(b) hereof. The term of this Agreement shall be automatically extended annually for one Contract Year starting February 1, 2015 unless either Cliffs or Inland gives notice of termination at least 24 months prior to the commencement of any automatic 12-month extension or the term is ended earlier pursuant to Section 18(b). This Agreement shall remain valid and fully enforceable for the fulfillment of obligations accrued but undischarged prior to expiration of the term or earlier termination.

(b) This Agreement may be terminated at any time prior to its termination pursuant to Section 18(a), (i) by Inland, if any of the following shall occur with respect to any of the entities that make up Cliffs (each Cliffs entity, a “subject party” with respect to terminations by Inland), or (ii) by Cliffs, if any of the following shall occur to Inland (the “subject party” with respect to terminations by Cliffs):

(I)

pursuant to or within the meaning of the United States Bankruptcy Code or any other federal or state law relating to insolvency or relief of debtors (a “Bankruptcy Law”), a subject party shall: (i) commence a voluntary case or proceeding; (ii) consent to the entry of an order for relief against it in an involuntary case; (iii) consent to the appointment of a trustee, receiver, assignee,

liquidator, or similar official; (iv) make an assignment for the benefit of its creditors; or (v) admit in writing its inability to pay its debts as they become due; or

(II)

a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that (i) is for relief against a subject party in an involuntary case, (ii) appoints a trustee, receiver, assignee, liquidator, or similar official for the subject party or substantially all of the subject party’s properties, or (iii) orders the liquidation of the subject party, and, in each case, the order or decree is not dismissed within 60 days.

19. AMENDMENT

This Agreement may not be modified or amended except by an instrument in writing signed by all parties hereto.

20. WAIVER

No waiver of any of the terms of this Agreement shall be valid unless in writing and signed by all parties hereto. No waiver or any breach of any provision hereof or default under any provisions hereof shall be deemed a waiver of any subsequent breach or default of any kind whatsoever.

21. CONFIDENTIALITY; GOVERNING LAW

(a) Cliffs and Inland acknowledge that this Agreement contains certain volume pricing, adjustment and term provisions which are confidential, proprietary or of a sensitive commercial nature and which would put Cliffs or Inland at a competitive disadvantage if disclosed to the public, specifically, Sections 1, 2, 3, 4, 6, 7 and 13, and all of the Schedules and Exhibits hereto (“Confidential Information”). Cliffs and Inland further agree that all provisions of this Agreement shall be kept confidential and, without the prior consent of the other party, shall not be disclosed to any party not a party to this Agreement or the legal advisor to a party to this Agreement except as required by law or governmental or judicial order and except that disclosure of the existence of this Agreement shall not be precluded by this Section 21.

(b) If either party is required by law or governmental or judicial order or receives legal process or a court or agency directive requesting or requiring disclosure of any of the Confidential Information contained in this Agreement, such party will promptly notify the other party prior to disclosure to permit such party to seek a protective order or take other appropriate action to preserve the confidentiality of such Confidential Information. If either party determines to file this Agreement with the Securities and Exchange Commission (“Commission”) or any other federal, state, provincial or local governmental or regulatory authority, or with any stock exchange or similar body, such determining party will use its best efforts to obtain confidential treatment of such Confidential Information pursuant to any applicable rule, regulation or procedure of the Commission and any applicable rule, regulation or procedure relating to confidential filings made with any such other authority or exchange. If the Commission (or any such other authority or exchange) denies such party’s request for confidential treatment of such

Confidential Information, such party will use its best efforts to obtain confidential treatment of the portions thereof that the other party designates. Each party will allow the other party to participate in seeking to obtain such confidential treatment for Confidential Information.

(c) This Agreement shall in all respects, including matters of construction, validity and performance, be governed by and be construed in accordance with the laws of the State of Ohio.

22. ASSIGNMENT

(a) For purposes of this Agreement, the term “Inland” includes and means not only Inland, but also any successor by merger or consolidation of Inland and any permitted assigns of Inland.

(b) In case Inland shall consolidate with or merge into another Person or shall transfer to another Person all or substantially all of its iron and steel business, this Agreement shall be assigned by Inland to, and shall be binding upon, the Person resulting from such consolidation or merger or the Person to which such transfer is made; otherwise no assignment of this Agreement by Inland shall be valid unless Cliffs shall consent in writing thereto.

(c) In case CCIC or CMC, or any permitted assign of either of them, shall consolidate with or merge into another corporation or shall transfer to another Person all or substantially all of its business, this Agreement shall be assigned by CCIC or CMC, as the case may be, to, and shall be binding upon, the corporation resulting from such consolidation or merger or the Person to which such transfer is made; otherwise, no assignment of this Agreement by CCIC or CMC, as the case may be, shall be valid unless Inland shall consent thereto in writing.

(d) All the covenants, stipulations and agreements herein contained shall inure to the benefit of and bind the parties hereto and their respective successors and permitted assigns.

23. CONFIDENTIALITY

None of the parties hereto or their Affiliates will issue any press release or otherwise disclose or make any public statement with respect to the transactions contemplated hereby without the prior written or oral consent of an officer of the other parties, except to the extent that the disclosing party determines in good faith that it is so obligated by law, in which case such disclosing party shall give notice to the other parties in advance of such party’s intent to make such disclosure, announcement or issue such press release and the parties hereto or their affiliates shall use reasonable efforts to cause a mutually agreeable release or disclosure or announcement to be issued.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and delivered by their respective authorized officers.


THE CLEVELAND-CLIFFS IRON COMPANY		ISPAT INLAND INC.

By:	/s/ ▇. ▇. ▇▇▇▇▇▇▇▇▇	By:	/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
	Name: ▇. ▇. ▇▇▇▇▇▇▇▇▇		Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
	Title: Vice President		Title: Vice President


CLIFFS MINING COMPANY

By:		/s/ ▇. ▇. ▇▇▇▇▇▇▇▇▇
		Name: ▇. ▇. ▇▇▇▇▇▇▇▇▇
		Title: Vice President

The parties below hereby execute and deliver this Agreement solely for the purposes of Section 6(e) hereof.


ISPAT INLAND EMPIRE, INC.		CLIFFS EMPIRE, INC.

By:	/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇	By:	/s/ J. A ▇▇▇▇▇▇▇▇▇
	Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇		Name: J. A ▇▇▇▇▇▇▇▇▇
	Title: Vice President		Title: President


EMPIRE-CLIFFS PARTNERSHIP		WHEELING-PITTSBURG/CLIFFS PARTNERSHIP

By:	Cliffs Empire, Inc., a partner	By:	Cliffs Empire, Inc., a partner

By:

/s/ ▇. ▇. ▇▇▇▇▇▇▇▇▇

By:

/s/ ▇. ▇. ▇▇▇▇▇▇▇▇▇

Name: ▇. ▇. ▇▇▇▇▇▇▇▇▇

Title: President



By:	Cliffs MC Empire, Inc., a partner	By:	Cliffs IH Empire, Inc., a partner

By:

/s/ ▇. ▇. ▇▇▇▇▇▇▇▇▇

By:

/s/ ▇. ▇. ▇▇▇▇▇▇▇▇▇

Name: ▇. ▇. ▇▇▇▇▇▇▇▇▇

Title: President

543208

CONFIDENTIAL MATERIAL HAS BEEN

OMITTED AND FILED SEPARATELY WITH THE

SECURITIES AND EXCHANGE COMMISSION.

ASTERISKS DENOTE SUCH OMISSIONS.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and delivered by their respective authorized officers.

THE CLEVELAND-CLIFFS IRON COMPANY

ISPAT INLAND INC.

By:

Name:

Title:


CLIFFS MINING COMPANY

By:
		Name:
		Title:

[The parties below hereby execute and deliver this Agreement solely for the purposes of Section 6(e) hereof.

ISPAT INLAND EMPIRE, INC.

CLIFFS EMPIRE, INC.

By:

Name:

Title:

EMPIRE-CLIFFS PARTNERSHIP

WHEELING-PITTSBURG/CLIFFS PARTNERSHIP

By:

Cliffs Empire, Inc., a partner

By:

Cliffs Empire, Inc., a partner

By:

Name:

Title:

By:

Cliffs MC Empire, Inc., a partner

By:

Cliffs IH Empire, Inc., a partner

By:

Name:

Title:

]

▇▇▇▇▇▇

▇▇▇▇▇▇▇▇▇▇▇▇ MATERIAL HAS BEEN

OMITTED AND FILED SEPARATELY WITH THE

SECURITIES AND EXCHANGE COMMISSION.

ASTERISKS DENOTE SUCH OMISSIONS.

Schedule 1(e)

PELLET SALE AND PURCHASE AGREEMENT

COMPOSITE INDEX FORMULA FOR CONTRACT YEARS [2004 - 2014]

Contract Year’s Composite Index Calculation

(i)

Producer Price Index (PPI) - All Commodities - Series Id: WPU00000000 Annual Average

Year Preceding Contract Year’s PPI - All Commodities X 0.3300 = A

Base Year 2002 PPI - All Commodities

(ii)

Producer Price Index (PPI) - Metals and Metal Products - Sheets, Cold Rolled Carbon (SCRC) - Series Id: WPU10170711 Annual Average

Year Preceding Contract Year’s PPI - Metals and Metal Products - (SCRC) X 0.3300 = B

Base Year 2002 PPI - Metals and Metal Products - (SCRC)

(iii)

World Pellet Price

Year Preceding Contract Year’s World Pellet Price X 0.3400 = C

Base Year 2002 World Pellet Price]

Contract Year’s Composite Index = (A+B+C)

CONFIDENTIAL MATERIAL HAS BEEN

OMITTED AND FILED SEPARATELY WITH THE

SECURITIES AND EXCHANGE COMMISSION.

ASTERISKS DENOTE SUCH OMISSIONS.

Schedule 1(j)

PELLET SALE AND PURCHASE AGREEMENT

FLUX COMPOSITE INDEX FOR CONTRACT YEARS [2005—2014]

Contract Year’s Flux Composite Index Calculation

[(i)	The Average Cost of Flux Stone Delivered to the Empire Mine

Year Preceding Contract Year’s Average Cost of Flux Stone Delivered to the Empire Mine X 0.3333 = A Base Year 2002 Average Cost of Flux Stone Delivered to the Empire Mine

(ii)	Producer Price Index (PPI)—Fuel and Related Products and Power—Series Id: WPU05 Annual Average

Year Preceding Contract Year’s PPI—Fuel and Related Products and Power X 0.6667 = B Base Year 2002 PPI—Fuel and Related Products and Power]

Contract Year’s Flux Composite Index = (A + B)

CONFIDENTIAL MATERIAL HAS BEEN

OMITTED AND FILED SEPARATELY WITH THE

SECURITIES AND EXCHANGE COMMISSION.

ASTERISKS DENOTE SUCH OMISSIONS.

Schedule 1(s)

PELLET SALE AND PURCHASE AGREEMENT

[WORLD PELLET PRICE CALCULATION

YEAR 2002

		000000000			000000000		000000000		000000000
				2002 WORLD PELLET PRICES
PRODUCER	WEIGHT			DMTU		DGTU		WTD AVG
Eastern Canadian Pellet Price		50.0	%	$	0.4830	$	0.4908	$	0.2454
Companhia Vale Rio Doce, S.A. — (f.o.b. Tubaro)		50.0	%	$	0.4736	$	0.4812	$	0.2406

TOTAL								$	0.4860	]

CONFIDENTIAL MATERIAL HAS BEEN

OMITTED AND FILED SEPARATELY WITH THE

SECURITIES AND EXCHANGE COMMISSION.

ASTERISKS DENOTE SUCH OMISSIONS.

Schedule 13

PELLET SALE AND PURCHASE AGREEMENT

[PRICING BAND CALCULATION

CONTRACT YEARS 2003 — 2014

ILLUSTRATIVE EXAMPLE — 2002 WORLD PRICING

	000000000	000000000	000000000	000000000	000000000	000000000	000000000
	Per Fe Unit				Weighted Average
2002 Pricing	DMTU		DGTU		Percent		Average
ECWPP—F.O.B. Sept-Iles	$0.4830	=	0.4908	*	50.0%	=	0.2454
CVRD—F.O.B. Tubarao	$0.4736	=	0.4812	*	50.0%	=	0.2406
			Weighted Average				$0.4860


	Pricing — F.O.B. Escanaba
	Fe %		$ / GT		$ / Fe Unit
Empire Standard		63.47	$	36.25		0.5711

	000000000	000000000	000000000	000000000	000000000	000000000
	Pricing Band — F.O.B. Escanaba
	+ / - 8 %	$ / GT	$ / Fe Unit	Band %
Upper Band Calculation	$2.90	$39.15	0.6168	126.9%	=	Upper Band
Lower Band Calculation	($2,90)	$33.35	0.5254	108.1%	=	Lower Band

CALCULATION FOR CONTRACT YEARS 2003 — 2014

000000000

Per Fe Unit

Weighted Average

2003 Pricing

DMTU

DGTU

Percent

Average

ECWPP—F.O.B. Sept-Iles

A / 0.9842

50.0%

CVRD—F.O.B. Tubarao

B / 0.9842

50.0%

Weighted Average


	Pricing — F.O.B. Escanaba
	Fe %		$ / GT		$ / Fe Unit
Empire Standard		63.47	$	36.25		0.5711

Pricing Band - F.O.B. Escanaba

+ / - 8%

$ / GT

$ / Fe Unit

Band %

Upper Band Calculation

$2.90

$39.15

0.6168

$0.6168 / Z

Upper Band

Lower Band Calculation

($2.90)

$33.35

0.5254

$0.5254 / Z

Lower Band]

CONFIDENTIAL MATERIAL HAS BEEN

OMITTED AND FILED SEPARATELY WITH THE

SECURITIES AND EXCHANGE COMMISSION.

ASTERISKS DENOTE SUCH OMISSIONS.

Exhibit A-l

Empire Standard Pellet Specifications

[Item

Lower ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇

▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇
Variance

Specification
Range

Upper Level One
Variance

Upper Level Two
Variance

Adjustment Payment

Frequency

Applied

Silica %

4.00

4.01 - 5.28

5.29 - 5.85

5.86 - 6.00

6.01

$0.20 per ton for each 0.1%

Cargoes

%+l/2”

17.0 Max

17.1 - 24.9

25.0

$0.025 per ton for each 1.0% For Level 1

$0.05 per ton for each 1.0% For ▇▇▇▇▇ ▇

▇▇▇▇▇ ▇▇▇▇▇▇▇

%-l/4”

1.50 - 4.95

4.96 - 6.24

6.25

$0.04 per ton for each 0.1%

$0.03 per ton to Cliffs for each 0.1 % below 1.50%

Cargoes

Compression (lbs)

300

301 - 399

400 - 700

701

$0.03 per ton for each 10 lbs.

Daily Average

Reducibility (R40)

0.50

0.51 - 0.58

0.59 Min

$0.025 per ton for each 0.01% For Level 1

$0.05 per ton for each 0.01% For ▇▇▇▇▇ ▇

▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇

▇

▇▇▇▇▇▇▇▇▇▇ %

0.024 Max

0.025 - 0.029

0.030

$0.03 per ton for each 0.001%

Cargoes

Titanium %

0.15 Max

0.16 - 0.49

0.50

$0.03 per ton for each 0.01% For ▇▇▇▇▇ ▇

▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇

▇

▇▇▇▇▇▇▇ % (Na₂O+K₂O)

0.11 Max

0.12 - 0.15

0.16

$0.03 per ton for each 0.001% For Level 2

Quarterly Composite

Empire Royal Flux Pellet Specifications


[Item	Lower ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇	▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ Variance	Specification Range	Upper Level One Variance	Upper Level Two Variance	Adjustment Payment	Frequency	Applied
Silica %	4.00	4.01- 5.19	5.20 - 5.79	5.80 - 6.00	6.01	$0.20 per ton for each 0.1%	Cargoes	1
%+l/2”			17.0 Max	17.1 - 24.9	25.0	$0.05 per ton for each 1.0%	Daily Average	2
%-l/4”			1.50 - 4.33	4.34 - 6.24	6.25	$0.04 per ton for each 0.1% $0.03 per ton to Cliffs for each 0.1% below 1.50%	Cargoes	1
CaO / SiO₂	0.74	0.75 - 0.79	0.80 - 1.00	1.01 - 1.05	1.06	$0.05 per ton for each 0.01	Cargoes	1
MgO / SiO₂	0.16	0.17 - 0.19	0.20 - 0.33	0.34 - 0.49	0.50	$0.025 per ton for each 0.01 for Level 1 $0.05 per ton for each 0.01 for Level 2	Cargoes	1
Contraction (%)			17.0 Max	17.1 - 17.7	17 - 8	$0.06 per ton for each 0.1%	Weekly Composite	2
Compression (lbs)	300	301 - 379	380 - 600	601		$0.03 per ton for each 10 lbs	Daily Average	2
Reducibility (R40)	0.76	0.77 - 0.90	0.91 Min			$0.05 per ton for each 0.01%	Weekly Composite	2
Phosphorus %			0.027 Max	0.028 - 0.032	0.033	$0.03 per ton for each 0.001%	Cargoes	1
Titanium %			0.15 Max	0.16 - 0.49	0.50	$0.03 per ton for each 0.01% for ▇▇▇▇▇ ▇	▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇	▇
▇▇▇▇▇▇▇ % (Na2O+K2O)			0.11 Max	0.12 - 0.15	0.16	$0.03 per ton for each 0.001% For Level 2	Quarterly Composite	2]

CONFIDENTIAL MATERIAL HAS BEEN

OMITTED AND FILED SEPARATELY WITH THE

SECURITIES AND EXCHANGE COMMISSION.

ASTERISKS DENOTE SUCH OMISSIONS.

Empire Viceroy Flux Pellet Specifications


[Item	Lower ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇	▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ Variance	Specification Range	Upper Level One Variance	Upper Level Two Variance	Adjustment Payment	Frequency	Applied
Silica %	4.00	4.01 -5.17	5.18 - 5.68	5.69 -6.00	6.01	$0.20 per ton for each 0.1%	Cargoes	1
%+l/2”			14.0 Max	14.1 -24.9	25.0	$0.05 per ton for each 1.0%	Daily Average	2
%-1/4”			1.30 - 3.89	3.90-6.24	6.25	$0.04 per ton for each 0.1%	Cargoes	1
						$0.04 per ton to Cliffs for each 0.1% below 1.30%	Cargoes	1
CaO / SiO₂	1.05	1.06 - 1.11	1.12-1.28	1.29 -1.34	1.35	$0.05 per ton for each 0.01	Cargoes	1
MgO / SiO₂	0.24	0.25 - 0.29	0.30 -0.43	0.44 -0.59	0.60	$0,025 per ton for each 0.01 For Level 1	Cargoes	1
						$0.05 per ton for each 0.01 For Level 2
Contraction(%)			9.5 Max	9.6 - 10.9	11.0	$0.06 per ton for each 0.1%	Daily Average	2
Compression (lbs)	300	301 - 399	400 - 600	601		$0.03 per ton for each 10 lbs	Daily Average	2
Reducibility_(R40)	0.99	1.00-1.09	1.10 Min			$0.05 per ton for each 0.01%	Weekly Composite	2
Phosphorus_%			0.027 Max	0.028-0.032	0.033	$0.03 per ton for each 0.001%	Cargoes	1
Titanium %			0.15 Max	0.16 - 0.49	0.50	$0.03 per ton for each 0.01% For Level2	Quarterly Composite	2
Alkalis % (Na₂O+K₂O)			0.11 Max	0.12-0.15	0.16	$0.03 per ton for each 0.001% For Level 2	Quarterly Composite	2]

Notes:

(1)	[Applicable tonnage is based on all Inland cargoes]

(2)	[Applicable tonnage is based on all tons produced that are not segregated from Inland cargoes]

CONFIDENTIAL MATERIAL HAS BEEN

OMITTED AND FILED SEPARATELY WITH THE

SECURITIES AND EXCHANGE COMMISSION.

ASTERISKS DENOTE SUCH OMISSIONS.

Exhibit A-2

Wabush Pellet Specifications

Standard

Fluxed

Chemical % Dry

l% Mn

2%Mn

l% Mn

2%Mn

[66.00

]

[65.20

]

[63.25

]

[62.40

]

SiO2

[3.25

]

[3.25

]

[3.25

]

[3.25

]

A12O3

[0.40

]

[0.40

]

[0.40

]

[0.40

]

CaO

[0.40

]

[0.40

]

[2.90

]

[3.00

]

MgO

[0.12

]

[0.12

]

[1.15

]

[1.15

]

[1.20

]

[2.00

]

[1.15

]

[1.95

]

[0.01

]

[0.01

]

[0.01

]

[0.01

]

[0.01

]

[0.01

]

[0.01

]

[0.01

]

TiO2

[0.03

]

[0.03

]

[0.027

]

[0.027

]

Na2O

[0.025

]

[0.025

]

[0.025

]

[0.02

]

K2O

[0.03

]

[0.03

]

[0.04

]

[0.03

]

CaO/SiO2

[0.12

]

[0.12

]

[0.9

]

[0.9

]

B/A

[0.14

]

[014

]

[l.11

]

[1.14

]

Structure

% +1/2”

]

% -1/2”+ 3/8”

[80

]

[80

]

[83

]

[83

]

% -3/8” + 1/4”

]

[5.7

]

[5.7

]

% -1/4”

]

[2.3

]

[2.3

]

% -28 MESH

[NA

]

[NA

]

[NA

]

[NA

]

Avg Compression

LBS

[600

]

[600

]

[600

]

[600

]

CONFIDENTIAL MATERIAL HAS BEEN

OMITTED AND FILED SEPARATELY WITH THE

SECURITIES AND EXCHANGE COMMISSION.

ASTERISKS DENOTE SUCH OMISSIONS.

Exhibit A-3

CLEVELAND CLIFFS PELLETS

Empire Viceroy Off Specification Quality Report

Report No.

Report Date

Location Detected

Date Ispat Notified

Reported By

Date Detected

Notified By

Date produced (if known)

Cargo (if applicable)

Amount Produced (if known)

Material Segregated?

If not, total material involved


Item	[Lower Level II Variance		Lower Level I Variance		Specification		Upper Level I Variance		Upper Level II Variance		Actual Reason for Off Specification
Viceroy

Silica %		4.00		4.01-5.17		5.18-5.68		5.69-6.00		6.01
%+¹/2”		—		—		14.0 Max		14.1-24.9		25.0
%-¹/4”		—		—		3.89 Max		3.90-6.24		6.25
CaO/SiO₂		1.05		1.06-1.11		1.12-1.28		1.29-1.34		1.35
M20/ Sio₂		0.24		0.25 -0.29		0.30-0.43		0.44 - 0.59		0.60
Contraction %		—		—		9.5 Max		9.6-10.9		11.0
Compression (lbs)		300		301-399		▇▇▇-▇▇▇		▇▇▇		—
Reducibility (R₄₀)		0.99		1.00-1.09		1.10 Min		—		—
Phosphorus %		—		—		0.027 Max		0.028-0.032		0.033
Titanium %		—		—		0.15 Max		0.16-0.49		0.50
Alkalis % (Na₂O+K₂O)		—		—		0.11 Max		0.12-0.15		0.16		]

Containment Plan:

Corrective Action Plan:

CONFIDENTIAL MATERIAL HAS BEEN

OMITTED AND FILED SEPARATELY WITH THE

SECURITIES AND EXCHANGE COMMISSION.

ASTERISKS DENOTE SUCH OMISSIONS.

CLEVELAND CLIFFS PELLETS

Empire Royal Off Specification Quality Report

Report No.

Report Date

Location Detected

Date Ispat Notified

Reported By

Date Detected

Notified By

Date produced (if known)

Cargo (if applicable)

Amount Produced (if known)

Material Segregated?

If not, total material involved


Item	[Lower Level II Variance		Lower Level I Variance		Specification		Upper Level I Variance		Upper Level II Variance		Actual Reason for Off Specification
Royal

Silica %		4.00		4.01-5.19		5.20-5.79		5.80-6.00		6.01
%+¹/2”		—		—		17.0 Max		17.1-24.9		25.0
%-¹/4”		—		—		4.33 Max		4.34-6.24		6.25
CaO/SiO₂		0.74		0.75-0.79		0.80-1.00		1.01-1.05		1.06
MgO/ SiO₂		0.16		0.17-0.19		0.20-0.33		0.34-0.49		0.50
Contraction %		—		—		17.0 Max		17.1-17.7		17.8
Compression (lbs)		300		301-379		▇▇▇-▇▇▇		▇▇▇		—
Reducibility (R₄₀)		0.76		0.77-0.90		0.91 Min		—		—
Phosphorus %		—		—		0.027 Max		0.028-0.032		0.033
Titanium %		—		—		0.15 Max		0.16-0.49		0.50
Alkalis %(Na₂O + K₂O)		—		—		0.11 Max		0.12-0.15		0.16		]

Containment Plan:

Corrective Action Plan:

CONFIDENTIAL MATERIAL HAS BEEN

OMITTED AND FILED SEPARATELY WITH THE

SECURITIES AND EXCHANGE COMMISSION.

ASTERISKS DENOTE SUCH OMISSIONS.

Cleveland Cliffs Pellets

Empire Standard Off Specification Quality Report

Report No.

Report Date

Location Detected

Date Ispat Notified

Reported By

Date Detected

Notified By

Date produced (if known)

Cargo (if applicable)

Amount Produced (if known)

Material Segregated?

If not, total material involved


Item	[Lower Level II Variance		Lower Level I Variance		Specification		Upper Level I Variance		Upper Level II Variance		Actual Reason for Off Specification
Standard

Silica %		4.00		4.01-5.28		5.29-5.85		5.86-6.00		6.01
%+¹/2 “		—		—		17.0 Max		17.1-24.9		25.0
%-¹/4”		—		—		4.95 Max		4.96-6.24		6.25
Compression (lbs)		300		301-399		400-700		—		—
Reducibility (R₄₀)		0.50		0.51-0.58		0.59 Min		—		—
Phosphorus %		—		—		0.024Max		0.025-0.029		0.030
Titanium %		—		—		0.15 Max		0.16-0.49		0.50
Alkalis % (Na₂O + K₂O)		—		—		0.11 Max		0.12-0.15		0.16		]

Containment Plan:

Corrective Action Plan:

CONFIDENTIAL MATERIAL HAS BEEN

OMITTED AND FILED SEPARATELY WITH THE

SECURITIES AND EXCHANGE COMMISSION.

ASTERISKS DENOTE SUCH OMISSIONS.

Exhibit B

PELLET SALE AND PURCHASE AGREEMENT

PRICING-ADJUSTMENTS-PAYMENTS CALCULATION

EXAMPLE FOR CONTRACT YEARS [2005—2014]

(1)

Submit Inland’s Excess Annual Requirements by grade for Contract Year


Grade		Excess Annual Requirements Tons (000s)
Empire—Standard		200
Empire—Royal		550
Empire—Viceroy		650
Wabush—2% Mn Flux		300


Total pellet nomination		1,700

(2)

Determine estimated Composite Index for Contract Year


	Annual Average
Component	Preceding Contract Year		[2002]		Weighting		Weighted Average
[PPI—All Commodities		133.3		131.9		0.33		0.334	]
[PPI—Metals and Metal Products — [(SCRC)]		104.0		107.1		0.33		0.320	]
[World Pellet Price	$	0.4660	$	0.4860		0.34		0.326	]
				[Estimated Composite Index]				[0.980	]

(3)

Multiply Base Price Multiplier for each pellet grade by the estimated Composite Index


Grade	F.O.B.	Base Price Multiplier		Estimated Composite Index		Adjusted Base Price Per Iron Unit
Empire—Standard	[Escanaba		$0.5711		0.980	$	0.5597	]
Empire—Royal	[Escanaba	$	0.6046		0.980	$	0.5925	]
Empire—Viceroy	[Escanaba	$	0.6182		0.980	$	0.6058	]
Wabush—2% Mn Flux	[Pointe [Noire]	$	0.5850		0.980	$	0.5733	]

CONFIDENTIAL MATERIAL HAS BEEN

OMITTED AND FILED SEPARATELY WITH THE

SECURITIES AND EXCHANGE COMMISSION.

ASTERISKS DENOTE SUCH OMISSIONS.

Multiply Adjusted Base Price per Iron Unit by the Expected Iron Content to determine estimated adjusted base price per gross ton.

Grade

F.O.B.

Expected
Iron
Content (%)

Adjusted
Base Price
Per Iron
Unit

Adjusted
Base
Price
Per Ton

Empire — Standard

[Escanaba]

63.47

[$0.5597

]

[$35.52

]

Empire — Royal

[Escanaba]

59.96

[$0.5925

]

[$35.53

]

Empire — Viceroy

[Escanaba]

58.64

[$0.6058

]

[$35.52

]

Wabush — 2% Mn Flux

[Pointe Noire]

60.84

[$0.5733

]

[$34.88

]

(5)

Determine estimated Flux Composite Index for Contract Year

Annual Average

Component

Preceding
Contract
Year

[2002]

Weighting

Weighted
Average

[Average Flux Stone Cost Delivered To Empire

$8.20

$8.00

0.3333

0.342

]

[PPI - Fuel and Related Products and Power

96.6

95.0

0.6667

0.678

]

Estimated Flux Composite Index

[l.020

]

(6)

Multiply Flux Charge Multiplier for each Empire flux grade by the estimated Flux Composite Index

Grade

F.O.B.

Flux
Charge
Multiplier

Flux
Composite
Index

Adjusted

Flux
Charge
Per Ton

Empire—Royal

[Escanaba

$1.40

1.020

$1.43

]

Empire—Viceroy

[Escanaba

$2.10

1.020

$2.14

]

(7)

Determine estimated Adjusted Price per Ton for each pellet grade

Grade

F.O.B.

Adjusted

Base

Price

Per Ton

Adjusted

Flux

Charge

Per Ton

Adjusted

Price

Per Ton

Empire—Standard

[Escanaba

$35.52

]

Empire—Royal

[Escanaba

$35.53

$1.43

$36.96

]

Empire—Viceroy

[Escanaba

$35.52

$2.14

$37.66

]

Wabush—2% Mn Flux

[Pointe [Noire]

$34.88

]

CONFIDENTIAL MATERIAL HAS BEEN

OMITTED AND FILED SEPARATELY WITH THE

SECURITIES AND EXCHANGE COMMISSION.

ASTERISKS DENOTE SUCH OMISSIONS.

(8) Determine estimated total payments to Cliffs for each pellet grade


Grade	Adjusted Price Per Ton	Excess Annual Requirements Tons (000s)		Amounts ($000s)
Empire—Standard	[$35.52]		200	[$	7,104	]
Empire—Royal	[$36.96]		550	[$	20,328	]
Empire — Viceroy	[$37.66]		650	[$	24,479	]
Wabush—2% Mn Flux	[$34.88]		300	[$	10,464	]


Total Pellet Payments			1,700	[$	62,375	]

(9) Determine estimated payments to Cliffs for the [7th and 23rd of each month beginning in February for Pellet Payments and the 7th and 23rd of each month beginning in January for the Surcharge Amount]


Grade	Amounts ($000s)		Number of Payments		Amount of Each Payment ($000s)
[Total Pellet Payments (Feb-Jan)]	[$	62,375		24	$	2,599	]
[Total Surcharge Amount (Jan-Dec)		12,000		24	$	500	]

Total	[$	74,375		24	$	3,099	]

(10) No later than June 15 of the Contract Year, Cliffs shall certify calculation of the Composite Index and the Flux Composite Index and make changes to price


	Annual Average
Component	Preceding Contract Year		[2002]		Weighting		Weighted Average
[PPI—All Commodities		132.6		131.9		0.33		0.332	]
PPI—Metals and Metal Products — (SCRC)]		103.0		107.1		0.33		0.317	]
World Pellet Price	$	0.4660	$	0.4860		0.34		0.326	]

		Actual Composite Index						[0.975	]


	Annual Average
Component	Preceding Contract Year		[2002]		Weighting		Weighted Average
Average Flux Stone Cost Delivered to Empire	$	7.85	$	8.0		0.3333		0.327	]
PPI—Fuel and Related Products and Power		95.9		95.0		0.6667		0.673	]

		Actual Flux Composite Index						[1.000	]

CONFIDENTIAL MATERIAL HAS BEEN

OMITTED AND FILED SEPARATELY WITH THE

SECURITIES AND EXCHANGE COMMISSION.

ASTERISKS DENOTE SUCH OMISSIONS.

Grade

F.O.B.

Base

Price
Multiplier

Actual
Composite

Index

Adjusted

Base

Price

Per Iron

Unit

Empire — Standard

[Escanaba

$0.5711

0.975

$0.5569]

Empire — Royal

[Escanaba

$0.6046

0.975

$0.5895]

Empire — Viceroy

[Escanaba

$0.6182

0.975

$0.6027]

Wabush — 2% Mn Flux

[Pointe [Noire]

$0.5850

0.975

$0.5704]

Grade

F.O.B.

Expected
Iron
Content (%)

Adjusted
Base Price
Per Iron
Unit

Adjusted
Base
Price

Per Ton

Empire — Standard

[Escanaba]

63.47

[$0.5569]

[$35.35]

Empire — Royal

[Escanaba]

59.96

[$0.5895]

[$35.35]

Empire — Viceroy

[Escanaba]

58.64

[$0.6027]

[$35.34]

Wabush — 2% Mn Flux

[Pointe Noire]

60.84

[$0.5704]

[$34.70]

Grade

F.O.B.

Flux
Charge
Multiplier

Flux
Composite
Index

Adjusted

Flux
Charge
Per Ton

Empire — Royal

[Escanaba

$1.40

1.000

$1.40

]

Empire — Viceroy

[Escanaba

$2.10

1.000

$2.10

]

Grade

F.O.B.

Adjusted
Base
Price
Per Ton

Adjusted

Flux
Charge
Per Ton

Adjusted

Price
Per Ton

Empire — Standard

[Escanaba

$35.35

$35.35]

Empire — Royal

[Escanaba

$35.35

$1.40

$36.75]

Empire —Viceroy

[Escanaba

$35.34

$2.10

$37.44]

Wabush — 2% Mn Flux

[Pointe Noire

$34.70

$34.70]

CONFIDENTIAL MATERIAL HAS BEEN

OMITTED AND FILED SEPARATELY WITH THE

SECURITIES AND EXCHANGE COMMISSION.

ASTERISKS DENOTE SUCH OMISSIONS.

(11) Determine estimated total payment to Cliffs for each pellet grade after June 15 certification of the Composite Index and the Flux Composite Index


Grade Delivered	Excess Annual Requirements Tons (000s)	Adjusted Price Per Ton	Annual Amount ($000s)
Empire — Standard	[200	$35.35	$7,070]
Empire—Royal	[550	$36.75	$20,213]
Empire—Viceroy	[650	$37.44	$24,336]
Wabush—2% Mn Flux	[330	$34.70	$10,410]


		Total Payments	[$62,029]

(12) Determine revised estimated payments to Cliffs for the [7th and 23rd of each month] following June 15 certification. Make adjustment to payments and the amount of the difference between the amount previously paid for Cliffs Pellets during the year and the amount that would have been paid.


	Amounts ($000s)		Number of Payments	Adjusted Amount Of Each Payment ($000s)		Previous Amount Of Each Payment ($000s)
[Total Pellet Payments]		[$62,029	24		$2,585		$2,599	]
[Total Surcharge Amount		$12,000	24		$500		$500	]


Total		[$74,029			$3,085		$3,099	]


	Payment ($000s)			Number of Payments Before June 15	Amounts ($000s) Paid Before June 15
Adjusted Amount of Each Payment		[$3,085		9		$27,765	]
Previous Amount of Each Payment		[$3,099		9		$27,891	]


Payment Adjustment		[$126	]
June 22^nd Pellet Payment Amount		[$2,959	]
Remaining Pellet Payment Amounts		[$3,085	]

[The remainder of this page is intentionally left blank]

CONFIDENTIAL MATERIAL HAS BEEN

OMITTED AND FILED SEPARATELY WITH THE

SECURITIES AND EXCHANGE COMMISSION.

ASTERISKS DENOTE SUCH OMISSIONS.

( ) No later than January 31 of the year following the Contract Year, Cliffs shall certify actual tonnage of Cliffs’ Pellets delivered to satisfy Inland’s Excess Annual Requirements and the actual average iron units of each kind of Cliffs Pellets delivered to Inland and the amount due from Cliffs to Inland or vice versa


Grade Delivered	Actual Tons (000s)		Actual Iron Content (%)		Adjusted Base Price Per Iron Unit		Adjusted Base Price Per Ton			Adjusted Flux Charge Per Ton
Empire—Standard		225		63.75	[$	0.5569	$	35.50	]
Empire—Royal		550		59.60	[$	0.5895	$	35.13		$	1.40	]
Empire—Viceroy		650		58.74	[$	0.6027	$	35.40		$	2.10	]
Wabash—2% Mn Flux		275		60.25	[$	0.5704	$	34.37	]

Adjusted

Previous

Grade Delivered

Price
Per Ton

Actual Tons
(000s)

Amounts
($000s)

Tons
(000s)

Amounts
($000s)

Empire—Standard

35.50

]

225

7,988

]

200

7,070

]

Empire—Royal

36.53

]

550

20,092

]

550

20,213

]

Empire—Viceroy

37.50

]

650

24,375

]

650

24,336

]

Wabash—2% Mn Flux

34.37

]

275

9,452

]

300

10,410

]

Total

1,700

61,907

]

1,700

62,029

]

Payment To (From) Inland

[$122]

CONFIDENTIAL MATERIAL HAS BEEN

OMITTED AND FILED SEPARATELY WITH THE

SECURITIES AND EXCHANGE COMMISSION.

ASTERISKS DENOTE SUCH OMISSIONS.

Exhibit 3(d)

PELLET SALE AND PURCHASE AGREEMENT

[Substitute Pellet Property Criteria

Mean Value of each characteristic will fall inside of the Range or Min / Max Criteria designated below:

(Note: Specification Ranges and Limits to be determined based on selected value of the Mean)


Pellet Chracteristic	Viceroy Sub	Royal Sub	Standard Sub

Silica (Dry Wt%)	4.20 to 5.68⁽²⁾	4.20 to 5.79 ⁽²⁾	4.00 to 5.85 ⁽¹⁾
Contraction (%)	9.5 Max ^(l)	17.0 Max ⁽²⁾	NA
Fines (-1/4”)	3.89 Max^(l)	4.33 Max^(I)	4,95 Max⁽¹⁾
Phosphorous (%)	0.027 Max⁽²⁾	0.027 Max⁽²⁾	0.024 Max^(2}
Reducibility (R40)	1.10 Min ⁽²⁾	0.91 Min⁽¹⁾	0.59 Min⁽¹⁾
Compression Strength (lbs)	400 – 600 ⁽²⁾	380 – 600 ⁽²⁾	400 – 700⁽²⁾
% + 1/2”	14.0 Max⁽²⁾	17.0 Max⁽²⁾	17.0 Max⁽²⁾
CaO/Si02	1.10 to 1.28^(l)	0.80 to 1.00 ⁽¹⁾	NA
MgO/Si02	0.30 to 0.43 ⁽²⁾	0.20 to 0.33 ⁽²⁾	NA
Titanium %	0.15 Max⁽²⁾	0.15 Max⁽²⁾	0.15 Max⁽²⁾
Alkalis % (Na₂O + K₂0)	0.11 Max⁽²⁾	0.11 Max ⁽²⁾	0.11 Max⁽²⁾

Notes:

(1)	Key OCFP Specs

(2)	Secondary OCFP Specifications]

CONFIDENTIAL MATERIAL HAS BEEN

OMITTED AND FILED SEPARATELY WITH THE

SECURITIES AND EXCHANGE COMMISSION.

ASTERISKS DENOTE SUCH OMISSIONS.

Exhibit 5(e)

PELLET SALE AND PURCHASE AGREEMENT

PRELIMINARY TOTAL EMPIRE EQUITY, EXCESS ANNUAL REQUIREMENTS AND DELIVERY SCHEDULE

YEARS 2003—2014

(1) On or before October 31 of each of the Contract Years prior to the Contract Year in determination. Inland shall notify Cliffs in writing of Inland’s initial preliminary total Empire Equity Tonnage and Excess Annual Requirements Tonnage by grade

Inland’s initial 2003 preliminary total Empire Equity Tonnage and Excess Annual Requirements Tonnage by grade


Grade		Tons (‘000’s GT)
Standard		[___]
Viceroy		[___]
Royal		[___]
Wabush 2% Mn Flux		[___]

Total		[___]

(2) On or before October 31 of each of the Contract Years prior to the Contract Year in determination, Inland shall provide to Cliffs Inland’s planned shipment and delivery schedule related to Inland’s preliminary total Empire Equity Tonnage and Excess Annual Requirements Tonnage by grade, and such shipment schedule shall be updated and provided to Cliffs monthly during the Contract Year

Revised

Ispat Inland

SHIPMENTS

NOTE: SHIPMENTS ARE SHOWN IN THE MONTH UNLOADING IS COMPLETED

Feb>Jan Ships

Nomination

1/31/2004

Grade

Inv 12/31/02

Jan, 2003

Feb

Mar

Apr

May

Jun

Jul

Aug

Sep

Oct

Nov

Dec

Jan, 04

-Beg. Inv.

Total

Inv.

Standard

[___]

Vicerov

[___]

Roval

[___]

Wabush 2% Mn Flux

[___]

Total

[___]

PELLET SALE AND PURCHASE AGREEMENT

Document Metadata

Document Metadata

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