Common use of Payments and Adjustments Clause in Contracts

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 [* * * *] of each month (or if such day is not a Business Day, the Alternative Day), an amount equal to (i) commencing as of [* * * *] 2003, [* * * *] 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, [* * * *]. 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 [* * * *]. (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 [* * * *], 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 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.

Payments and Adjustments. (a) Subject to adjustment as provided in Sections 7(b) and 7(c)): (i) During the [* * * *] inclusive, and subject further to the Omnibus Agreement, Inland Algoma shall pay Cliffs [* * * *] of each month (or if such day is not a Business Day, the Alternative Day), Business Day immediately thereafter) an amount equal to (i) commencing as of [* * * *] 2003, [* * * *] of the total cost of all of the tons of the various kinds CONFIDENTIAL MATERIAL HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSIONS. 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 Adjusted Expected Price per Iron Unit, plus the appropriate Flux Charge per Ton, . [* * * *]. Except as otherwise provided hereinFor any year from [* * * *] inclusive Algoma may, on 60 days' notice prior to the payments required to be made by Inland pursuant to Section 7(a)(ii) shall be made by Inland during the initial term commencement of this Agreement such year, require that Cliffs [* * * *]. (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 For the [* * * *] inclusive, Algoma shall pay Cliffs, [* * * *], 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 an 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.calculated as follows: (cA) In addition to the adjustments to be made pursuant to Section 7(b), not later than January 31 The number of each Contract Year, Cliffs shall prepare and certify to Inland: (x) Cliffs' calculation of the actual tonnage tons of each kind of Cliffs Pellets and any variance from tonnage forecast to be pellets delivered to satisfy Inland's Excess Annual Requirements, in each case for the 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 by 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 Algoma during [* * * *] 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 preceding the date of such purchase Inland shall payment, multiplied in each case by the applicable Expected Iron Content and Adjusted Expected Price per Iron Unit; plus (B) The number of tons of each kind of pellets estimated by Algoma to be entitled delivered by Cliffs to defer a subsequent required purchase Algoma [* * * *] immediately preceding the date of Cliffs Pellets having an aggregate price equal such payment, multiplied in each case by the applicable Expected Iron Content and Adjusted Expected Price per Iron Unit; plus or minus, as the case may be; (C) The variance, if any, between the number of tons of each kind of pellets estimated to be delivered [* * * *] immediately prior to the aggregate price date of the Cliffs Pellets purchased in advance for preceding payment, and the same number of days as tons actually delivered during such [* * * *], multiplied in each case by 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.applicable Expected Iron Content and Adjusted

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 [* * * *] of each month (or if such day is not a Business Day, the Alternative Day), an amount equal to (i) commencing as of [* * * *] 2003, [* * * *] of the total cost of The payment terms for all of the tons of the various kinds sales of Cliffs Pellets made to WCI during 2004, including all 2004 price adjustments, shall continued 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 governed by the Expected Iron Content terms and conditions of Section 7 of the Base Price per Iron UnitOriginal Contract notwithstanding the execution and effectiveness of this Agreement; provided, plus however, that the appropriate Flux Charge per Ton, [* * * *]. Except as otherwise provided herein, the payments required to be made by Inland pursuant to provisions of Section 7(a)(ii) shall be made by Inland during the initial term 9 of this Agreement [* * * *]shall apply to the sale of all Cliffs Pellets occurring on and after the effective date of this Agreement. (b) The payments provided WCI shall pay Cliffs all amounts due for in the Cliffs Pellets purchased under Section 7(a)(i) shall be adjusted as follows: (i) In the event 5 by wire transfer 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 [* * * *], not funds no later than June 15 [*****] days following delivery of each Contract Year, such cargo of Cliffs shall prepare and certify to Inland (x) Cliffs' calculation Pellets into the vessel or following delivery by loading 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 Tonrail cars or trucks, 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 Agreementif applicable. (c) In addition to Prices for Cliffs Pellets shall be adjusted on a calendar quarterly basis based upon estimated and actual changes in the adjustments to be made pursuant to published indices specified in Section 7(b6(c) ("Quarterly Price Adjustment"), not later than January 31 . Cliffs shall calculate the Quarterly Price Adjustment and provide WCI with such Quarterly Price Adjustment by the 15th day following the end of each Contract Yearcalendar quarter, or on such later date as may be mutually agreed between Cliffs and WCI. Cliffs shall prepare and certify issue an invoice or credit memo, as the case may be, to Inland: (x) Cliffs' calculation of WCI concurrently with 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 prior Contract Year; (y) the actual iron units in each kind of Cliffs PelletsQuarterly Price Adjustment, and any variance from the Expected Iron Content expected therefore, in each case for the prior Contract Year; and (z) the amount due payment from Cliffs to InlandWCI or WCI to Cliffs, or vice versaas the case may be, to adjust to correct for all shall be made by the [*****] day following issuance of the variances in clauses (x) and (y) for invoice or credit memo, as 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)case may be. (d) All payments For years subsequent to year 2005, on or before May 15 each year, or on such later date as may be fixed by mutual agreement of Cliffs and WCI, Cliffs will furnish WCI with an invoice reflecting the final price adjustments for the preceding year, if any, on the deliveries to WCI for the preceding year, and any overpayment by WCI or balances due from WCI in connection with such year's deliveries shall be made promptly adjusted by cash payment 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. dollarsbetween the parties within [*****] days of the invoice date. (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 WCI shall fail to make payment when due of any amounts (other than amounts disputed in good faith by Inland)all amounts, including payment required pursuant to Section 24 below, 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 WCI under this Agreement are fully satisfied. (gf) Exhibit B illustrates the operation of the provisions of this Section 7All payments shall be made in U.S. dollars.

Payments and Adjustments. (a) Subject to adjustment as provided in Sections 7(b) For the years 2002 through 2004 and 7(c)for all tonnage delivered through March 31, and subject further to the Omnibus Agreement2005, Inland Steel shall pay Cliffs [* * * *] of each month (or if such day is not a Business Day], the Alternative Day)via wire transfer, an amount to be equal to the result of: (i) commencing Steel's planned pellet consumption for the [* * * *] period beginning with the [* * * *], less (ii) the pellets which Steel has in its inventory on [* * * *] for both the Cleveland Works and the Indiana Harbor Works, (iii) with the difference between (i) and (ii) above being multiplied by the appropriate estimated price per ton. The appropriate estimated price per ton shall be calculated by multiplying the contract year's estimated price per iron unit with Steel's estimated iron content of the Cliffs Pellets being consumed during the following [* * * *] period. (b) Beginning with vessel deliveries on April 1, 2005, Cliffs shall invoice Steel for an amount based on the estimated prices per ton for the contract year for [* * * *] pellet shipment deliveries [* * * *] to Steel's Cleveland Works and Indiana Harbor Works with payment to be made by Steel to Cliffs via wire transfer on the [* * * *] following the [* * * *] pellet deliveries. (c) Following each contract year, final adjustments and payments shall be determined as follows: (1) The adjustment for the actual average natural iron content of Cliffs Pellets shall be determined by Cliffs and verified in detail in writing to Steel by an officer of Cliffs, such verification due no later than January 31 of the year following a contract year, and the payment from Cliffs to Steel or Steel to Cliffs, as the case may be, shall be made by February 15 of that year; (2) The final [* * * *] shall be determined by [* * * *] and verified in detail in writing to [* * * *] by an officer of [* * * *], such verification due no later than January 31 of the year following a contract year, and payment from Cliffs to Steel or Steel to Cliffs, as the case may be, shall be made by February 15 of that year; and (3) The adjustment to the contract year's price identified pursuant to Section 5(d) shall be made by [* * * *] by March 15 of the following year (using the most recent final estimate of the [* * * *] which shall be verified in writing by an officer of [* * * *]. Cliffs shall issue an invoice or credit memo, as the case may be, to Steel, and payment from Cliffs to Steel or Steel to Cliffs, as the case may be, shall be made by April 15 of that year. (d) During each of the years 2002 through 2005, Cliffs shall have the right to conduct a minimum of two pellet stockpile surveys each year at each of the Cleveland Works and Indiana Harbor Works to verify (i) the tonnage of [* * * *] 2003, which Steel has [* * * *] and (ii) the tonnage of [* * * *] currently [* * * *] in stockpile at the Cleveland Works and the Indiana Harbor Works. In the event that the pellet stockpile survey results vary by more than [* * * *] (above or below) from [* * * *] (after taking into account actual iron units shipped versus actual iron units consumed), then Cliffs shall issue an invoice or credit memo, as the case may be, to Steel, for the amount of the total cost of all difference in the stockpile survey results that vary by more than [* * * *] above or below [* * * *], and payment from Cliffs to Steel or Steel to Cliffs, as the case may be, shall be made within 30 days following the pellet stockpile survey. If the pellet stockpile survey results vary by [* * * *] or more (above or below) from [* * * *] (after taking into account actual iron units shipped versus actual iron units consumed), then Cliffs and Steel shall have an independent third party conduct another pellet stockpile survey. The results of the tons of independent third party survey shall be final and Cliffs shall issue an invoice or credit memo, as the various kinds of Cliffs Pellets to be supplied to meet Inland's Excess Annual Requirements for such Contract Yearcase may be, to Steel, and payment from Cliffs to Steel or Steel to Cliffs, as the case may be, shall be determined in each case by multiplying such Excess Annual Requirements by made within 30 days following the Expected Iron Content independent third party's pellet stockpile survey. (e) At their own expense, Cliffs and/or Steel shall have an annual right to have the information and calculations relating to the Base Price per Iron Unit, plus the appropriate Flux Charge per Toncontract price, [* * * *], and adjustments verified by an independent third party auditor. 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 [* * * *]. (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 [* * * *], 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 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 Steel shall fail to make payment when due of any amounts (other than amounts disputed in good faith by Inland)all amounts, 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 Steel under this Agreement are fully satisfied. (gf) Exhibit B illustrates the operation of the provisions of this Section 7All payments shall be made in U.S. dollars.

Payments and Adjustments. (a) Subject to adjustment as provided in Sections 7(b) and 7(c)): (i) During the six years 2002 through 2007 inclusive, and subject further to the Omnibus Agreement, Inland Algoma shall pay Cliffs [* * * *] on the first and the 15th day of each month (or if such day is not a Business Day, the Alternative Day), Business Day immediately thereafter) an amount equal to (i) commencing as of [* * * *] 2003, [* * * *] of 1/24 the total cost of all of the tons of the various kinds of Cliffs Pellets to be supplied to meet Inland's Excess Algoma’s Annual Requirements for such Contract Yearyear, to be determined in each case by multiplying such Excess Annual Requirements by the Expected Iron Content and the Base Adjusted Expected Price per Iron Unit. This payment method will result in a significant prepayment by Algoma early in each year. For any year from 2003 through 2007 inclusive Algoma may, on 60 days’ notice prior to the commencement of such year, require that Cliffs provide security in respect of such prepayment. Such security may take the form of an interest in or charge on pellets, a trust arrangement or any other form of security mutually agreeable to Cliffs and Algoma. In the event that Cliffs does not provide security as set out herein in a particular year, then the method of payment for such year shall be as set out in Section 7(a)(ii). (ii) For the nine years 2008 through 2016 inclusive, Algoma shall pay Cliffs, on the second Monday of January of each year and every two weeks thereafter throughout such year, an amount calculated as follows: (A) The number of tons of each kind of pellets delivered by Cliffs to Algoma during the week ended at the midnight immediately preceding the date of such payment, multiplied in each case by the applicable Expected Iron Content and Adjusted Expected Price per Iron Unit; plus (B) The number of tons of each kind of pellets estimated by Algoma to be delivered by Cliffs to Algoma during the week beginning at midnight immediately preceding the date of such payment, multiplied in each case by the applicable Expected Iron Content and Adjusted Expected Price per Iron Unit; plus or minus, as the appropriate Flux Charge case may be; (C) The variance, if any, between the number of tons of each kind of pellets estimated to be delivered during the week beginning at midnight immediately prior to the date of the preceding payment, and the number of tons actually delivered during such week, multiplied in each case by the applicable Expected Iron Content and Adjusted Expected Price per Ton, [* * * *]Iron Unit. Except as otherwise provided herein, the payments required In case of any payment scheduled to be made by Inland pursuant to Section 7(a)(ii) on a Monday that is not a Business Day, such payment shall be made by Inland during on the initial term of this Agreement [* * * *]next occurring Business Day, but all calculations shall be made as if the payment were made on the Monday. (b) The payments provided for in Section 7(a)(i7(a) shall be adjusted as follows: (i) Since the Closing Date will be after January 1, 2002, the 2002 payments shall be adjusted so that (x) a partial payment is made on the day following the Closing Date for the period between the Closing Date and the next occurring first or 15th day of the month, and (y) equal regular payments begin on the next occurring first or 15th day of the month. (ii) 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 (x) equal in amount, and (y) the minimum amount such that at no time during the year, based on then-existing month-by-month forecasts, will Algoma have taken delivery of a greater amount of pellets than it has paid for. (iiiii) Beginning in [* * * *]2004, not later than June 15 of each Contract Yearyear, Cliffs shall prepare and certify to Inland Algoma (x) Cliffs' calculation ’ revised good faith estimate of the Composite Index and the Flux Composite Index for such Contract Yearyear, (y) Cliffs' ’ recalculation of the Base Adjusted Expected 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 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 Yearyear. All subsequent payments to be made under Section 7(a)(i7(a) shall be adjusted to reflect the revised Base Adjusted Expected Price per Iron Unit and Flux Charge per TonUnit, 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 the following lump sum adjustments shall be made: (i) Not later than January 31 15 of each Contract Yearyear, Cliffs shall prepare and certify to InlandAlgoma: (w) Cliffs’ revised good faith estimate of the Composite Index for the prior year (beginning in 2004), (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 satisfy. Algoma’s Annual Requirements, in each case for the prior Contract Year; 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; year, and (z) the amount due from Cliffs to InlandAlgoma, or vice versa, to adjust to correct for all of the variances in clauses (xw) and through (y) ), for the prior Contract Yearyear. The payment due pursuant to Section 7(a)(i7(a) next occurring after January 31 15 shall be adjusted by the amount specified in clause (z). (ii) Beginning in 2005, in addition to the adjustment provided for in Section 7(b)(iii), not later than June 15 of each year, Cliffs shall calculate and certify to Algoma (x) the final Composite Index for the prior year, (y) Cliffs’ calculation of the adjustment to the Adjusted Expected Price per Iron Unit for each kind of Cliffs Pellets, and (z) the total amount required to be paid by Cliffs to Algoma, or vice versa, to correct the total amount paid by Algoma to Cliffs for the prior year (as previously adjusted) for the actual Adjusted Expected Price per Iron Unit derived for the actual Composite Index. The payment due pursuant to Section 7(a) next occurring after June 15 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 Algoma shall fail to make payment when due of any amounts (other than amounts disputed in good faith by Inland)amounts, 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 Algoma under this Agreement are fully satisfied. (gf) Exhibit B C illustrates the operation of the provisions of this Section 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/24th] of the total cost of all of the tons of the various kinds of Cliffs Pellets to be supplied to meet Inland's ’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 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 ’s Excess Annual Requirements, in each case for the 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 ’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.