CLF-2013.6.30 EX 10.3 Amended


Exhibit 10.3
CONFIDENTIAL TREATMENT
CLIFFS NATURAL RESOURCES 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




ESSAR STEEL ALGOMA INC.
PELLET SUPPLY TERM SHEET


		
	I. Parties:
	Essar Steel Algoma Inc. (“Essar”) and The Cleveland-Cliffs Iron Company (“CCIC”), Cliffs Mining Company (“CMC”) and Northshore Mining Company (“Northshore” and collectively with CCIC and CMC, “Cliffs”).  Essar and Cliffs may each be referred to as “Party” or together as “Parties.”




II. Agreement and
		
	Term Sheet:
	A.  Essar and Cliffs are currently parties to Pellet Sale and Purchase Agreement entered into and effective as of January 31, 2002, as amended (“Agreement”).  The Agreement has been amended seven times, and each of the amendments is fully incorporated into the Agreement.




B.  The Parties agree that this Term Sheet shall further amend the Agreement, however, to the extent the Term Sheet does not alter the Agreement, the Agreement shall remain in full force and effect and shall govern the Parties’ relationship.  In the event the Term Sheet and the Agreement contradict one another, the Term Sheet shall govern.  


C.  The Parties agree that this Term Sheet shall be effective as of May 31, 2013.  The Parties further agree to enter into a definitive agreement which shall supersede and replace the Agreement (“Definitive Agreement”).  The Definitive Agreement shall incorporate this Term Sheet and the Agreement, as amended, into one complete document.  All other terms and conditions contained in this Term Sheet and the Agreement shall remain in full force and effect until the Definitive Agreement is fully executed. 


		
	III. Term:
	January 1, 2013 through December 31, 2024 (12 years).  “Contract year” is defined as January 1 through December 31.




		
	IV. Volume:
	A.  For the Contract year 2013 the Annual Requirements1 volume shall be fixed at ***.  Essar shall take delivery of *** subject to the payment terms set forth in Section VI of this Term Sheet.  Essar shall have the right *** subject to the payment terms set forth in Section XII of this Term Sheet.




B.  For the Contract years 2014, 2015 and 2016 the Annual Requirements volume shall be ***.  The Parties shall apply the nomination process contained in Section 5 of the Agreement, ***.  Essar shall take delivery of all Annual Requirements *** subject to the payment terms set forth Section XIII of this Term Sheet.  


C.  For the Contract years 2017 through and including 2024 Cliffs shall sell and deliver to Essar, and Essar shall purchase and receive from Cliffs and pay Cliffs for *** tons ***.  Essar shall take delivery of all Annual Requirements *** subject to the payment terms set forth in Section XIII of this Term Sheet. 

1  All capitalized terms not otherwise defined herein shall have the meanings assigned to them in the Agreement.




CONFIDENTIAL MATERIAL HAS BEEN OMITTED 
AND FILED SEPARATELY WITH THE SECURITIES
 AND EXCHANGE COMMISSION.  ASTERISKS 
DENOTE SUCH OMISSIONS.


 


D.  For the Contract years 2017 through and including 2024, in the event Essar operates a second blast furnace, then Cliffs shall deliver and Essar shall take and pay for ***.  Essar shall take delivery of *** subject to the payment terms set forth in the Agreement.  ***.


		
	V. Grades:
	The grades for the Cliffs Pellets shall remain the same as in the Agreement.




		
	VI. 2013 Price:
	A.  The price for 2013 Annual Requirements shall be calculated pursuant to the Agreement, ***.




1.  In the event Essar elects ***, the price for such tonnage shall be calculated pursuant to the ***.


B.  ***, the calculation set forth in Section *** shall be completed and finalized by Cliffs, if such information is available to determine the ***, and to the extent there is a debit or credit it shall be paid by Cliffs or Essar, as the case may be, ***.


C.  For the avoidance of doubt, Section ***.


VII. Long-Term
Contract Renewal
		
	***:
	***




		
	VIII. 2014 Price:
	The Parties have agreed that the price for 2014 Annual Requirements tonnage is ***.  The per gross ton amounts shall be converted to a per wet gross ton unit price using the expected natural Fe (iron) content at *** moisture in the Agreement.  An example of how to properly calculate the price for Cliffs Pellets pursuant to this section is attached hereto as Exhibit B-3.  As a result of the ***, the Parties agree to delete Section 13 of the Agreement in its entirety.




IX. 2015 and 
		
	2016 Price:
	A.  The price for Annual Requirements for the Contract years 2015 and 2016 shall be calculated in the following manner:




		
	1.
	***




		
	2.
	***


a.  ***


		
	3.
	***




		
	4.
	***




		
	5.
	***





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CONFIDENTIAL MATERIAL HAS BEEN OMITTED 
AND FILED SEPARATELY WITH THE SECURITIES
 AND EXCHANGE COMMISSION.  ASTERISKS 
DENOTE SUCH OMISSIONS.


		
	6.
	***




		
	7.
	*** 




		
	8.
	***




		
	9.
	***




B.  On the *** day of the month following the ***, Cliffs shall supply an invoice applying the calculation in Section *** utilizing the ***.  To the extent the *** contains a debit or credit it shall be paid by Cliffs or Essar, as the case may be, on or before on or before the ***. 


X. 2017-2024 
		
	Price:
	A.  The price for Contract Requirements for the contract years 2017 through and including 2024 shall be calculated in the following manner:




		
	1.
	***




		
	2.
	***




a.  ***


		
	3.
	***




		
	4.
	***




		
	5.
	***




		
	6.
	*** 




		
	7.
	***




		
	8.
	***




		
	9.
	***




B.  On the *** day of the month following the ***, Cliffs shall supply an invoice applying the calculation in Section *** utilizing the ***.  To the extent the *** contains a debit or credit it shall be paid by Cliffs or Essar, as the case may be, on or before on or before the ***.


		
	XI. ***:
	Per Section VIII above, Section 13 of the Agreement shall be deleted from the Agreement in its entirety.


    
XII. 2013
		
	Payment Terms:
	A.  ***.  If Essar *** as set forth in Section IV(A) above, ***




B.  *** then Cliffs shall have the ***.

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CONFIDENTIAL MATERIAL HAS BEEN OMITTED 
AND FILED SEPARATELY WITH THE SECURITIES
 AND EXCHANGE COMMISSION.  ASTERISKS 
DENOTE SUCH OMISSIONS.




C.  The following table sets for the number of tons ***.  For the sake of clarity, at no time may the total number of tons ***.


	
				
	(A) ***
	(B) ***
	(C) ***
	(D) ***

	***
	***
	***
	***

	***
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	***
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	***
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	***
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	***
	***
	***
	***






XIII. 2014 Through
2024 Payment
		
	Terms:
	A.   For each Contract year beginning with the 2014 Contract year through and including the 2024 Contract year, Essar shall pay Cliffs ***, as the case may be, ***.  The payment due ***, consistent with the following language:




		
	1.
	Consistent with the payment terms above, for each Contract year beginning with the 2014 Contract year through and including the 



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CONFIDENTIAL MATERIAL HAS BEEN OMITTED 
AND FILED SEPARATELY WITH THE SECURITIES
 AND EXCHANGE COMMISSION.  ASTERISKS 
DENOTE SUCH OMISSIONS.


2024 Contract year, ***, as the case may be, ***.  Therefore, Essar shall pay for ***, as the case may be, ***.  Additionally, Essar shall take delivery of ***, as the case may be, ***.


		
	2.
	Consistent with the payment terms above, for each Contract year beginning with the 2014 Contract year through and including the 2024 Contract year, ***, as the case may be, ***.  Therefore, Essar shall pay for ***, as the case may be, ***.  Additionally, Essar shall take delivery of ***, as the case may be, ***.




		
	XIV. Delivery:
	A.  Cliffs shall deliver to Essar ***, as the case may be, for each Contract year.  Essar shall ship during the period ***, as the case may be on a prorata basis.




B.  Cliffs shall deliver to Essar ***, as the case may be, for each Contract year.  Essar shall ship during the period ***, as the case may be on a prorata basis.





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CONFIDENTIAL MATERIAL HAS BEEN OMITTED 
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 AND EXCHANGE COMMISSION.  ASTERISKS 
DENOTE SUCH OMISSIONS.


	
		
	Essar Steel Algoma Inc.

	 
	 

	 
	 

	By:
	/s/ Indranil Sinha

	Title:
	G.M. (PLS)

	Date:
	7th June 2013

	 
	 

	 
	 

	CLIFFS MINING COMPANY

	 
	 

	 
	 

	By:
	/s/ Terrence R. Mee

	Title:
	Sr. Vice President

	Date:
	June 7, 2013

	 
	 

	 
	 

	THE CLEVELAND-CLIFFS IRON COMPANY

	 
	 

	 
	 

	By:
	/s/ Terrence R. Mee

	Title:
	Sr. Vice President

	Date:
	June 7, 2013

	 
	 

	 
	 

	NORTHSHORE MINING COMPANY

	 
	 

	 
	 

	By:
	/s/ Terrence R. Mee

	Title:
	Sr. Vice President

	Date:
	June 7, 2013





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CONFIDENTIAL MATERIAL HAS BEEN OMITTED 
AND FILED SEPARATELY WITH THE SECURITIES
 AND EXCHANGE COMMISSION.  ASTERISKS 
DENOTE SUCH OMISSIONS.






	
		
	EXHIBIT B-3

	CLIFFS SALES COMPANY

	ESSAR STEEL ALGOMA INC.

	2014 PELLET PRICE CALCULATION

	 
	 

	2014 Pellet Price Calculation
	 

	 
	 

	Final 2014 Pellet Price***1
	***

	***
	***

	Final 2014 Pellet Price***
	***

	 
	 

	Final 2014 Pellet Price***2
	***

	***
	***

	Final 2014 Pellet Price***
	***








	
	
	1***

	2***











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CONFIDENTIAL MATERIAL HAS BEEN OMITTED 
AND FILED SEPARATELY WITH THE SECURITIES
 AND EXCHANGE COMMISSION.  ASTERISKS 
DENOTE SUCH OMISSIONS.


	
		
	EXHIBIT B-4

	CLIFFS SALES COMPANY

	ESSAR STEEL ALGOMA INC.

	EXAMPLE OF 2015 – 2016 ***PELLET PRICE CALCULATION

	 
	 

	***’15 Pellet Price Calculation
	 

	***
	 

	 
	 

	***1
	***

	 
	 

	***1
	***

	***2
	***

	***
	***

	***
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	***3
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	***4
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	***
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	***
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	***
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	***
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	***5
	***

	***
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	***
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	***
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	***
	***

	1***

	2***

	3***

	4***

	5***





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CONFIDENTIAL MATERIAL HAS BEEN OMITTED 
AND FILED SEPARATELY WITH THE SECURITIES
 AND EXCHANGE COMMISSION.  ASTERISKS 
DENOTE SUCH OMISSIONS.




	
			
	EXHIBIT B-5
	 

	CLIFFS SALES COMPANY
	 

	ESSAR STEEL ALGOMA INC.
	 

	EXAMPLE OF 2017-2024 *** PELLET PRICE CALCULATION
	 

	 
	 
	 

	***’17 Pellet Price Calculation
	 
	 

	***
	 
	 

	 
	 
	 

	***1
	***
	 

	 
	 
	 

	***1
	***
	 

	***2
	***
	 

	***
	***
	 

	***
	***
	 

	 
	 
	 

	***3
	***
	 

	***4
	***
	 

	***
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	***
	***
	 

	 
	 
	 

	***
	***
	 

	***
	***
	 

	***
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	***
	***
	 

	 
	 
	 

	***
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	***
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	***5
	***
	 

	***
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	***
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	1***

	2***

	3***

	4***

	5***







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