Common use of Fixed Charges Clause in Contracts

Fixed Charges. with respect to the Borrower and Restricted Subsidiaries for any Test Period, the sum, determined on a Consolidated basis, of: a) Consolidated Net Cash Interest Expense (i) with respect to the Borrower and its Restricted Subsidiaries on a Consolidated basis for any period, determined in accordance with GAAP, total interest expense paid or payable in cash in such period (including that attributable to obligations with respect to Capitalized Leases in accordance with GAAP in effect on the Effective Date but excluding any imputed interest as a result of purchase accounting) of the Borrower and its Restricted Subsidiaries on a Consolidated basis and all commissions, discounts and other fees and charges owed with respect to Indebtedness of the Borrower and its Restricted Subsidiaries $ provided that Consolidated Net Cash Interest Expense shall not include (i) any non-cash interest or deferred financing costs, (ii) any amortization or write-down of deferred financing fees, debt issuance costs, discounted liabilities, commissions, fees and expenses, (iii) any expensing of bridge, commitment and other financing fees and (iv) penalties and interest related to taxes (ii) interest income of the Borrower and its Restricted Subsidiaries actually received in cash during such period after giving effect to any net payments made or received by the Borrower and its Restricted Subsidiaries with respect to interest rate Swap Contracts. $ Consolidated Net Cash Interest Expense (iii) item (A)(3)(a)(i) minus item (A)(3)(a)(ii) $ b) Scheduled payments of principal on Indebtedness for borrowed money of the Borrower and Restricted Subsidiaries due and payable during such period $ Fixed Charges c) the sum of item (A)(3)(a)(iii) and item (A)(3)(b) $

Fixed Charges. with respect to the Borrower and Restricted Subsidiaries for any Test Period, the sum, determined on a Consolidated basis, of: sum of (a) Consolidated Net Cash Interest Expense , (ib) with respect to the Borrower and its Restricted Subsidiaries regularly scheduled principal payments on a Consolidated basis for any period, determined in accordance with GAAP, total interest expense funded Debt paid or payable currently in cash for such period (other than payments made by the Borrowers and their Restricted Subsidiaries to the Borrowers and their Subsidiaries), and (c) Restricted Payments made under clauses (b), (c), (d), (h)(iv) (only to the extent the Borrowers would have relied on the Payment Conditions to make such Investment) and (j) of the definition of “Permitted Restricted Payments” (but excluding any Restricted Payments that are otherwise consolidated) made in cash during any fiscal period. For purposes of computing the Fixed Charge Coverage Ratio test for any fiscal period during which a Permitted Acquisition is consummated, there shall be included in Fixed Charges (without duplication) as if such Permitted Acquisition had been consummated as of the first day of such period, the Net Interest Expense and scheduled principal payments paid or payable currently in cash on Debt for borrowed money (other than revolving loans) of any Acquired Entity or Business (but not including the Net Interest Expense or Debt for borrowed money (other than revolving loans) of any related Person, property, business or assets to the extent not so acquired), based on the Net Interest Expense and Debt for borrowed money (other than revolving loans) of such Acquired Entity or Business for such period (including that attributable the portion thereof occurring prior to obligations with respect such acquisition) determined on a Pro Forma Basis. For purposes of computing the Fixed Charge Coverage Ratio test for any fiscal period during which a Permitted Asset Disposition is consummated, there shall be excluded in Fixed Charges (without duplication) as if such Permitted Asset Disposition had been consummated as of the first day of such period, the Net Interest Expense and scheduled principal payments paid or payable currently in cash on Debt for borrowed money (other than revolving loans) of any Disposed Entity or Business (but not excluding the Net Interest Expense or Debt for borrowed money (other than revolving loans) of any related Person, property, business or assets to Capitalized Leases in accordance with GAAP in effect the extent not so acquired), based on the Effective Date but excluding any imputed interest as a result of purchase accountingNet Interest Expense and Debt for borrowed money (other than revolving loans) of such Disposed Entity or Business for such period (including the Borrower and its Restricted Subsidiaries portion thereof occurring prior to such disposition) determined on a Consolidated basis and all commissionsPro Forma Basis. FLSA: the Fair Labor Standards Act of 1938. Flood Insurance Laws: collectively, discounts and other fees and charges owed with respect to Indebtedness of the Borrower and its Restricted Subsidiaries $ provided that Consolidated Net Cash Interest Expense shall not include (i) National Flood Insurance Reform Act of 1994 (which comprehensively revised the National Flood Insurance Act of 1968 and the Flood Disaster Protection Act of 1973) as now or hereafter in effect or any non-cash interest or deferred financing costssuccessor statute thereto, (ii) the Flood Insurance Reform Act of 2004 as now or hereafter in effect or any amortization or write-down of deferred financing fees, debt issuance costs, discounted liabilities, commissions, fees successor statute thereto and expenses, (iii) the ▇▇▇▇▇▇▇-▇▇▇▇▇▇ Flood Insurance Reform Act of 2012 as now or hereafter in effect or any expensing of bridge, commitment and other financing fees and (iv) penalties and interest related to taxes (ii) interest income of the Borrower and its Restricted Subsidiaries actually received in cash during such period after giving effect to any net payments made or received by the Borrower and its Restricted Subsidiaries with respect to interest rate Swap Contracts. $ Consolidated Net Cash Interest Expense (iii) item (A)(3)(a)(i) minus item (A)(3)(a)(ii) $ b) Scheduled payments of principal on Indebtedness for borrowed money of the Borrower and Restricted Subsidiaries due and payable during such period $ Fixed Charges c) the sum of item (A)(3)(a)(iii) and item (A)(3)(b) $successor statute thereto.

Fixed Charges. with respect to the Borrower and Restricted Subsidiaries for any Test Period, the sum, determined on a Consolidated basis, of: a) Consolidated Net Cash Interest Expense (i) with respect to the Borrower and its Restricted Subsidiaries on a Consolidated basis for any period, determined in accordance with GAAP, total interest expense paid or payable in cash in such period (including that attributable to obligations with respect to Capitalized Leases in accordance with GAAP in effect on the Effective Date but excluding any imputed interest as a result of purchase accounting) of the Borrower and its Restricted Subsidiaries on a Consolidated basis and all commissions, discounts and other fees and charges owed with respect to Indebtedness of the Borrower and its Restricted Subsidiaries $ provided that Consolidated Net Cash Interest Expense shall not include (i) any non-non- cash interest or deferred financing costs, (ii) any amortization or write-down of deferred financing fees, debt issuance costs, discounted liabilities, commissions, fees and expenses, (iii) any expensing of bridge, commitment and other financing fees and (iv) penalties and interest related to taxes (ii) interest income of the Borrower and its Restricted Subsidiaries actually received in cash during such period after giving effect to any net payments made or received by the Borrower and its Restricted Subsidiaries with respect to interest rate Swap Contracts. $ Consolidated Net Cash Interest Expense Expense (iii) ). item (A)(3)(a)(i) minus item (A)(3)(a)(ii) $ b) Scheduled payments of principal on Indebtedness for borrowed money of the Borrower and Restricted Subsidiaries due and payable during such period $ Fixed Charges c) the sum of item (A)(3)(a)(iii) and item (A)(3)(b) $$ item (2)(c) divided by item (3)(c) :1.00

Fixed Charges. A. If positive, the difference between cash interest expense with respect to Borrowed Money of the Borrower and Restricted Subsidiaries for any Test Period, the sum, determined on a Consolidated basis, of: a) Consolidated Net Cash Interest Expense (i) with respect to the Borrower Company and its Restricted Subsidiaries less any amounts received pursuant to Swap Contracts relating to such Borrowed Money and cash interest income for such period $ B. scheduled principal payments required to be made on, or redemptions with respect to, Borrowed Money during such period (excluding, for the avoidance of doubt, any voluntary or mandatory prepayments with respect thereto, including any payments required to be made on the final maturity date thereof) $ C. scheduled and mandatory Restricted Payments made in cash in respect of Disqualified Equity Interests. $ D. Total (lines II.A through II. C) payable in cash $ III. Consolidated Fixed Charge Coverage Ratio (line I.D ÷ line II.D): :1.00 This Assignment and Assumption (this “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the ABL Credit Agreement identified below (the “Credit Agreement”), receipt of a Consolidated basis for any periodcopy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, determined the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with GAAPthe Standard Terms and Conditions set forth in Annex I hereto and the Credit Agreement, total interest expense paid or payable in cash in such period (including that attributable to obligations with respect to Capitalized Leases in accordance with GAAP in effect on as of the Effective Date but excluding any imputed interest inserted by the Administrative Agent as a result of purchase accounting) of the Borrower and its Restricted Subsidiaries on a Consolidated basis and all commissions, discounts and other fees and charges owed with respect to Indebtedness of the Borrower and its Restricted Subsidiaries $ provided that Consolidated Net Cash Interest Expense shall not include contemplated below (i) all of the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any non-cash other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest or deferred financing costsidentified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including, without limitation, Letters of Credit, Guarantees and Swing Line Loans included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any amortization other right of the Assignor (in its capacity as a Lender) against any Person, whether known or write-down of deferred financing feesunknown, debt issuance costsarising under or in connection with the Credit Agreement, discounted liabilities, commissions, fees and expenses, (iii) any expensing of bridge, commitment and other financing fees and (iv) penalties and interest documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to taxes any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) interest income of above being referred to herein collectively as, the Borrower “Assigned Interest”). Such sale and its Restricted Subsidiaries actually received assignment is without recourse to the Assignor and, except as expressly provided in cash during such period after giving effect to any net payments made this Assignment and Assumption, without representation or received warranty by the Borrower and its Restricted Subsidiaries with respect to interest rate Swap Contracts. $ Consolidated Net Cash Interest Expense (iii) item (A)(3)(a)(i) minus item (A)(3)(a)(ii) $ b) Scheduled payments of principal on Indebtedness for borrowed money of the Borrower and Restricted Subsidiaries due and payable during such period $ Fixed Charges c) the sum of item (A)(3)(a)(iii) and item (A)(3)(b) $Assignor.

Fixed Charges. the sum of cash interest paid or scheduled to be paid (other than cash premiums paid in connection with respect extinguishing (x) the Debt evidenced by the Senior Secured Notes Documents to the Borrower extent such premiums constitute interest expense, or (y) the Debt evidenced by the 2.5% Notes or the 2012 Senior Notes Debt to the extent such premiums are substantially contemporaneously funded with the proceeds of new Debt permitted to be incurred hereunder and Restricted Subsidiaries for any Test Periodsuch premiums constitute interest expense), the sum, determined principal payments made or scheduled to be made on a Consolidated basis, of: a) Consolidated Net Cash Interest Expense Borrowed Money (other than (i) with respect to the Borrower and its Restricted Subsidiaries on a Consolidated basis for any period, determined in accordance with GAAP, total interest expense paid or payable in cash in such period (including that attributable to obligations with respect to Capitalized Leases in accordance with GAAP in effect on the Effective Date but excluding any imputed interest as a result of purchase accounting) repayments of the Borrower and its Restricted Subsidiaries on a Consolidated basis and all commissions, discounts and other fees and charges owed with respect to Indebtedness of the Borrower and its Restricted Subsidiaries $ provided that Consolidated Net Cash Interest Expense shall not include (i) any non-cash interest or deferred financing costsRevolver Loans, (ii) any amortization payments made to extinguish the Debt evidenced by the Senior Secured Notes Documents solely to the extent such Debt is replaced or writerefinanced on a dollar-down of deferred financing fees, debt issuance costs, discounted liabilities, commissions, fees and expensesfor-dollar basis with Senior Notes Refinancing Debt, (iii) any expensing of bridgepayments made to extinguish the Debt evidenced by the 2.5% Notes solely to the extent such Debt is replaced or refinanced on a dollar-for-dollar basis with the 2012 Convertible Notes or the 2012 Senior Notes Debt, commitment and other financing fees and (iv) penalties payments made to extinguish the Debt evidenced by the 2012 Senior Notes Debt solely to the extent such Debt is replaced or refinanced on a dollar-for-dollar basis with Refinancing Debt, and interest related (v) payments made to taxes extinguish the Debt evidenced by the Convertible Subordinated Notes in an amount not to exceed the amount of any proceeds received by (iia) interest income Energy Services or its Subsidiaries (as defined in the Guaranty and Security Agreement) from the Coal Cleaning Disposition or any Partial Coal Cleaning Disposition, and (b) Headwaters Ethanol Holdings LLC, a Utah limited liability company, from a sale of its membership interests in Blue Flint Ethanol LLC, a Delaware limited liability company, in each case, solely to the extent such payments are made within six (6) months after receipt of any such proceeds, and (vi) voluntary prepayments (which for clarification shall not include any scheduled or mandatory prepayments) made if (a) Excess Availability is greater than an amount equal to 25% of the Borrower aggregate Revolver Commitments at all times for the sixty (60) days prior to such prepayment (on a pro forma basis) and its Restricted Subsidiaries actually received in cash during such period immediately after giving effect to such prepayment, and (b) the Borrowers believe in good faith that Excess Availability shall be greater than an amount equal to 25% of the aggregate Revolver Commitments on a pro forma basis at all times for the sixty (60) days following such prepayment), and Distributions made. Capitalized terms used in this definition and not otherwise defined in this Agreement shall have the meanings provided in the Guaranty and Security Agreement. FLSA: the Fair Labor Standards Act of 1938. Fly Ash Commission Reserve: as of any net payments made or received by the Borrower and its Restricted Subsidiaries with respect date of determination, an amount equal to interest rate Swap Contracts. $ Consolidated Net Cash Interest Expense (iii) item (A)(3)(a)(i) minus item (A)(3)(a)(iia) $ 2,000,000 plus (b) Scheduled payments the amount of principal all commissions owing by any Borrower on Indebtedness account of any fly ash products sold by any Borrower that are unpaid for borrowed money more than 45 days after the original due date. Foreign Lender: any Lender that is organized under the laws of a jurisdiction other than the laws of the Borrower and Restricted Subsidiaries due and payable during such period $ Fixed Charges cUnited States, or any state or district thereof. Foreign Plan: any employee benefit plan or arrangement (a) maintained or contributed to by any Obligor or Subsidiary that is not subject to the sum laws of item the United States; or (A)(3)(a)(iiib) and item (A)(3)(b) $mandated by a government other than the United States for employees of any Obligor or Subsidiary.

Fixed Charges. the sum of (a) cash interest expense (regardless of whether accounted for under GAAP as another than interest expense, any amount deposited in the in respect of the Specified Unsecured Prepetition Escrow Account after the date hereof shall be treated as an interest expense for purposes of this definition)Debt, plus (b) all principal payments in respect of Borrowed Money (other than (xw) mandatory prepayments of the Term Loan Facility in connection with asset sales, (yx) payments of the Obligations and, (zy) voluntary principal payments in respect of the Existing Term Loan Agreement, the Term Loan Facility and other Borrowed Money (to the Borrower extent, in the case of revolving Indebtedness, accompanied by a permanent reduction in commitments) other than Obligations, and Restricted Subsidiaries (z) principal payments in respect of the Specified Unsecured Prepetition Debt), plus (c) the aggregate amount of net Federal, state, local and foreign income taxes and franchise and similar taxes paid in cash during such period, plus (d) cash Distributions made, plus (e) cash costs of surety bonds to the extent not deducted from Consolidated Net Income; provided that, notwithstanding anything contained herein to the contrary, solely for any Test Periodpurposes of calculating the Payment Conditions, the sum, amount described in clause (c) above shall be determined on a Consolidated basis, of: a) Consolidated Net Cash Interest Expense (i) with respect pro forma basis by disregarding any reduction in the tax basis of current assets pursuant to Sections 108 and 1017 of the Borrower and its Restricted Subsidiaries on a Consolidated basis for any period, determined in accordance with GAAP, total interest expense paid or payable in cash in such period (including that attributable to obligations with respect to Capitalized Leases in accordance with GAAP in effect on the Effective Date but excluding any imputed interest Internal Revenue Code as a result of purchase accountingthe discharge of Indebtedness occurring in connection with the bankruptcy Proceeding for the four fiscal quarters of 2015; provided, further, that any reduction in clause (c) above due to the immediately preceding proviso shall be limited to $10,000,000; provided, finally, that solely for determining whether Payment Conditions are satisfied, any Specified Payment and Distribution shall not be included in Fixed Charges.Fixed Charges, cash interest expense and principal payments in respect of Borrowed Money expensed or made, as the case may be, on the last day of a calendar quarter shall be deemed to have been made on the last day of the Borrower and its Restricted Subsidiaries Fiscal Quarter ending on a Consolidated basis and all commissionsor around such calendar quarter end. For purposes of determining the Fixed Charge Coverage Ratio, discounts and other fees and charges owed with respect to Indebtedness cash interest expense for each of the Borrower and its Restricted Subsidiaries $ provided months ending on or prior to May 31, 2013 shall be deemed to be equal to the amounts set forth in the table below. FLSA: the Fair Labor Standards Act of 1938. Foreign Lender: any Lender that Consolidated Net Cash Interest Expense shall is not include (i) any non-cash interest or deferred financing costs, (ii) any amortization or write-down of deferred financing fees, debt issuance costs, discounted liabilities, commissions, fees and expenses, (iii) any expensing of bridge, commitment and other financing fees and (iv) penalties and interest related to taxes (ii) interest income of the Borrower and its Restricted Subsidiaries actually received in cash during such period after giving effect to any net payments made or received by the Borrower and its Restricted Subsidiaries with respect to interest rate Swap Contracts. $ Consolidated Net Cash Interest Expense (iii) item (A)(3)(a)(i) minus item (A)(3)(a)(ii) $ b) Scheduled payments of principal on Indebtedness for borrowed money of the Borrower and Restricted Subsidiaries due and payable during such period $ Fixed Charges c) the sum of item (A)(3)(a)(iii) and item (A)(3)(b) $a U.S. Person.

Fixed Charges. Fixed Charges shall mean, for any period of determination, the sum of each of the following, to the extent actually paid in cash during such fiscal period, (i) income taxes (excluding taxes related to repatriation of foreign cash and taxes related to non-ordinary course asset sales), (ii) required principal payments on Indebtedness (without giving effect to any voluntary or mandatory prepayments), (iii) required capital lease payments, (iv) dividends and redemptions, (v) capital expenditures and (vi) interest paid. Gross Leverage Ratio shall mean, as of the end of any date of determination, the ratio of (i) Consolidated Indebtedness to (ii) Consolidated EBITDA for the four (4) consecutive fiscal quarters then ending. Maturity Date shall mean, with respect to the Borrower and Restricted Subsidiaries for Term Loans, March 13, 2020. Net Cash Proceeds shall mean (a) in connection with any Test Periodasset sale or any Recovery Event, the sum, determined on a Consolidated basis, of: a) Consolidated Net Cash Interest Expense (i) with respect to proceeds thereof in the Borrower form of cash and its Restricted Subsidiaries on a Consolidated basis for any period, determined in accordance with GAAP, total interest expense paid or payable in cash in such period equivalents (including that attributable to obligations with respect to Capitalized Leases in accordance with GAAP in effect on the Effective Date but excluding any imputed interest as a result of purchase accounting) of the Borrower and its Restricted Subsidiaries on a Consolidated basis and all commissions, discounts and other fees and charges owed with respect to Indebtedness of the Borrower and its Restricted Subsidiaries $ provided that Consolidated Net Cash Interest Expense shall not include (i) any non-cash interest or deferred financing costs, (ii) any amortization or write-down of deferred financing fees, debt issuance costs, discounted liabilities, commissions, fees and expenses, (iii) any expensing of bridge, commitment and other financing fees and (iv) penalties and interest related to taxes (ii) interest income of the Borrower and its Restricted Subsidiaries such proceeds actually received in cash during such period after giving effect to any net payments made or received by the Borrower and its Restricted Subsidiaries with respect to interest rate Swap Contracts. $ Consolidated Net Cash Interest Expense (iii) item (A)(3)(a)(i) minus item (A)(3)(a)(ii) $ b) Scheduled from deferred payments of principal pursuant to a note, a receivable or otherwise), net of attorneys’ fees, accountants’ fees, investment banking fees, amounts required to be reserved for indemnification, adjustment of purchase price or similar obligations pursuant to the agreements governing such asset sale, amounts required to be applied to the repayment of Indebtedness secured by a Lien expressly permitted hereunder on Indebtedness for borrowed money any asset that is the subject of the Borrower and Restricted Subsidiaries due and payable during such period $ Fixed Charges c) the sum of item asset sale or Recovery Event (A)(3)(a)(iiiother than any Lien pursuant to a Collateral Document) and item other customary fees and expenses actually incurred in connection therewith and net of taxes paid (A)(3)(bafter taking into account any available tax credits or deductions and any tax sharing arrangements) $and (b) in connection with any equity issuance or sale or any incurrence of Indebtedness, the cash proceeds received from such issuance or incurrence, net of attorneys’ fees, investment banking fees, accountants’ fees, underwriting discounts and commissions and other customary fees and expenses actually incurred in connection therewith and net of taxes paid (after taking into account any available tax credits or deductions and any tax sharing arrangements).

Fixed Charges. the sum of cash interest paid or scheduled to be paid (other than cash premiums paid in connection with respect extinguishing (x) the Debt evidenced by the Senior Secured Notes Documents to the Borrower extent such premiums constitute interest expense, or (y) the Debt evidenced by the 2.5% Notes or the 2012 Senior Notes Debt to the extent such premiums are substantially contemporaneously funded with the proceeds of new Debt permitted to be incurred hereunder and Restricted Subsidiaries for any Test Periodsuch premiums constitute interest expense), the sum, determined principal payments made or scheduled to be made on a Consolidated basis, of: a) Consolidated Net Cash Interest Expense Borrowed Money (other than (i) with respect to the Borrower and its Restricted Subsidiaries on a Consolidated basis for any period, determined in accordance with GAAP, total interest expense paid or payable in cash in such period (including that attributable to obligations with respect to Capitalized Leases in accordance with GAAP in effect on the Effective Date but excluding any imputed interest as a result of purchase accounting) repayments of the Borrower and its Restricted Subsidiaries on a Consolidated basis and all commissions, discounts and other fees and charges owed with respect to Indebtedness of the Borrower and its Restricted Subsidiaries $ provided that Consolidated Net Cash Interest Expense shall not include (i) any non-cash interest or deferred financing costsRevolver Loans, (ii) any amortization payments made to extinguish the Debt evidenced by the Senior Secured Notes Documents solely to the extent such Debt is replaced or writerefinanced on a dollar-down of deferred financing fees, debt issuance costs, discounted liabilities, commissions, fees and expensesfor-dollar basis with Senior Notes Refinancing Debt, (iii) any expensing of bridgepayments made to extinguish the Debt evidenced by the 2.5% Notes solely to the extent such Debt is replaced or refinanced on a dollar-for-dollar basis with the 2012 Convertible Notes or the 2012 Senior Notes Debt, commitment and other financing fees and (iv) penalties payments made to extinguish the Debt evidenced by the 2012 Senior Notes Debt solely to the extent such Debt is replaced or refinanced on a dollar-for-dollar basis with Refinancing Debt, (v) payments made to extinguish the Debt evidenced by the Convertible Subordinated Notes in an amount not to exceed the amount of any proceeds received by (a) Energy Services or its Subsidiaries (as defined in the Guaranty and interest related Security Agreement) from the Coal Cleaning Disposition or any Partial Coal Cleaning Disposition, and (b) Headwaters Ethanol Holdings LLC, a Utah limited liability company, from a sale of its membership interests in Blue Flint Ethanol LLC, a Delaware limited liability company, in each case, solely to taxes the extent such payments are made within six (ii6) interest income months after receipt of any such proceeds, and (vi) voluntary prepayments (which for clarification shall not include any scheduled or mandatory prepayments) made if (a) Excess Availability is greater than an amount equal to 25% of the Borrower aggregate Revolver Commitments at all times for the sixty (60) days prior to such prepayment (on a pro forma basis) and its Restricted Subsidiaries actually received in cash during such period immediately after giving effect to such prepayment, and (b) the Borrowers believe in good faith that Excess Availability shall be greater than an amount equal to 25% of the aggregate Revolver Commitments on a pro forma basis at all times for the sixty (60) days following such prepayment), and Distributions made. Capitalized terms used in this definition and not otherwise defined in this Agreement shall have the meanings provided in the Guaranty and Security Agreement. FLSA: the Fair Labor Standards Act of 1938. Fly Ash Commission Reserve: as of any net payments made or received by the Borrower and its Restricted Subsidiaries with respect date of determination, an amount equal to interest rate Swap Contracts. $ Consolidated Net Cash Interest Expense (iii) item (A)(3)(a)(i) minus item (A)(3)(a)(iia) $ 2,000,000 plus (b) Scheduled payments the amount of principal all commissions owing by any Borrower on Indebtedness account of any fly ash products sold by any Borrower that are unpaid for borrowed money more than 45 days after the original due date. Foreign Lender: any Lender that is organized under the laws of a jurisdiction other than the laws of the Borrower and Restricted Subsidiaries due and payable during such period $ Fixed Charges cUnited States, or any state or district thereof. Foreign Plan: any employee benefit plan or arrangement (a) maintained or contributed to by any Obligor or Subsidiary that is not subject to the sum laws of item the United States; or (A)(3)(a)(iiib) and item (A)(3)(b) $mandated by a government other than the United States for employees of any Obligor or Subsidiary.

Fixed Charges. with respect (a) Interest Expense accrued (other than (x) interest paid-in-kind, amortization of financing fees, and other non-cash Interest Expense and (y) make-whole payments, premiums or similar payments related to the Borrower and Restricted Subsidiaries prepayment or extinguishment of Indebtedness) during such period to the extent required to be paid in cash, plus $_____ (b) Scheduled principal payments in respect of all Indebtedness for any Test Period, the sumborrowed money or letters of credit of Parent, determined on a Consolidated basis, of: a) Consolidated Net Cash Interest Expense (i) with respect to the Borrower and its Restricted Subsidiaries on a Consolidated consolidated basis for any period, determined in accordance with GAAP, total interest expense paid or payable in cash in such period (including that attributable to obligations with respect to Capitalized Leases in accordance with GAAP in effect on the Effective Date but excluding any imputed interest as a result of purchase accounting(“Funded Indebtedness”) of the Borrower and its Restricted Subsidiaries on a Consolidated basis and all commissions, discounts and other fees and charges owed with respect that are required to Indebtedness of the Borrower and its Restricted Subsidiaries $ provided that Consolidated Net Cash Interest Expense shall not include (i) any non-cash interest or deferred financing costs, (ii) any amortization or write-down of deferred financing fees, debt issuance costs, discounted liabilities, commissions, fees and expenses, (iii) any expensing of bridge, commitment and other financing fees and (iv) penalties and interest related to taxes (ii) interest income of the Borrower and its Restricted Subsidiaries actually received be paid in cash during such period after giving effect (excluding, for the avoidance of doubt, (w) any payments made with the proceeds of an equity issuance of Parent to the extent such proceeds are applied to any net such principal payments in respect of Funded Indebtedness within one hundred eighty (180) days, (x) any mandatory or voluntary prepayments, (y) any payments made at the maturity of such Funded Indebtedness or received by (z) any payments made in connection with the Borrower and its Restricted Subsidiaries with respect to interest rate Swap Contracts. $ Consolidated Net Cash Interest ExpenseTransactions or any Refinancing of such Funded Indebtedness), plus $_____ (iiic) item All Restricted Payments paid in cash pursuant to Section 6.7(a) or (A)(3)(a)(ie) minus item of the Credit Agreement during the Relevant Period, plus $_____ (A)(3)(a)(iid) All cash payments in connection with pensions or other post-retirement benefit obligations (only to the extent not otherwise deducted in the calculation of clause (a) of EBITDA as an expense on the Parent’s income statement) in excess of $50,000,000 (e) Fixed Charges: without duplication, the sum of: (a) + (b) + (c) + (d) $ b) Scheduled payments _____ The undersigned, [•], [•] of principal on Indebtedness for borrowed money Cleveland-Cliffs Inc., an Ohio corporation (the “Company”), is familiar with the properties, businesses, prospects, assets and liabilities of the Borrower Borrowers and Restricted their Subsidiaries due and payable during such period $ Fixed Charges c) (as defined in the sum of item Credit Agreement (A)(3)(a)(iiias defined below)) and item is duly authorized to execute this certificate (A)(3)(bthis “Solvency Certificate”) $on behalf of the Company. This Solvency Certificate is delivered pursuant to clause (j) of Schedule 3.1 of the Asset-Based Revolving Credit Agreement, dated as of March 13, 2020 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among the Company, as Parent (“Parent”), the Subsidiaries of Parent from time to time party thereto as “Borrowers” (such Subsidiaries, together with Parent, are referred to hereinafter each individually as a “Borrower” and individually and collectively as “Borrowers”), the lenders party thereto (the “Lenders”) and Bank of America, N.A., as agent for each member of the Lender Group and the Bank Product Providers (the “Administrative Agent”). Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.

Fixed Charges. with respect to the Borrower and Restricted Subsidiaries for any Test Period, the sum, determined on a Consolidated basis, of: sum of (a) Consolidated Net Cash Interest Expense , (ib) with respect to the Borrower and its Restricted Subsidiaries regularly scheduled principal payments on a Consolidated basis for any period, determined in accordance with GAAP, total interest expense funded Debt paid or payable currently in cash for such period (other than payments made by the Borrowers and their Restricted Subsidiaries to the Borrowers and their Subsidiaries), and (c) Restricted Payments made under clauses (b), (c), (d), (h)(iv) (only to the extent the Borrowers would have relied on the Payment Conditions to make such Investment) and (j) of the definition of “Permitted Restricted Payments” (but excluding any Restricted Payments that are otherwise consolidated) made in cash during any fiscal period. For purposes of computing the Fixed Charge Coverage Ratio test for any fiscal period during which a Permitted Acquisition is consummated, there shall be included in Fixed Charges (without duplication) as if such Permitted Acquisition had been consummated as of the first day of such period, the Net Interest Expense and scheduled principal payments paid or payable currently in cash on Debt for borrowed money (other than revolving loans) of any Acquired Entity or Business (but not including the Net Interest Expense or Debt for borrowed money (other than revolving loans) of any related Person, property, business or assets to the extent not so acquired), based on the Net Interest Expense and Debt for borrowed money (other than revolving loans) of such Acquired Entity or Business for such period (including that attributable the portion thereof occurring prior to obligations with respect to Capitalized Leases such acquisition) determined on a Pro Forma Basis. For purposes of computing the Fixed Charge Coverage Ratio test for any fiscal period during which a Permitted Asset Disposition is consummated, there shall be excluded in accordance with GAAP in effect on the Effective Date but excluding any imputed interest Fixed Charges (without duplication) as a result of purchase accounting) if such Permitted Asset Disposition had been consummated as of the Borrower and its Restricted Subsidiaries on a Consolidated basis and all commissionsfirst day of such period, discounts and other fees and charges owed with respect to Indebtedness of the Borrower and its Restricted Subsidiaries $ provided that Consolidated Net Cash Interest Expense shall not include (i) any non-cash interest and scheduled principal payments paid or deferred financing costs, (ii) any amortization or write-down of deferred financing fees, debt issuance costs, discounted liabilities, commissions, fees and expenses, (iii) any expensing of bridge, commitment and other financing fees and (iv) penalties and interest related to taxes (ii) interest income of the Borrower and its Restricted Subsidiaries actually received payable currently in cash during such period after giving effect to any net payments made or received by the Borrower and its Restricted Subsidiaries with respect to interest rate Swap Contracts. $ Consolidated Net Cash Interest Expense (iii) item (A)(3)(a)(i) minus item (A)(3)(a)(ii) $ b) Scheduled payments of principal on Indebtedness Debt for borrowed money (other than revolving loans) of any Disposed Entity or Business (but not excluding the Borrower Net Interest Expense or Debt for borrowed money (other than revolving loans) of any related Person, property, business or assets to the extent not so acquired), based on the Net Interest Expense and Restricted Subsidiaries due and payable during Debt for borrowed money (other than revolving loans) of such Disposed Entity or Business for such period $ Fixed Charges c(including the portion thereof occurring prior to such disposition) determined on a Pro Forma Basis. FLSA: the sum Fair Labor Standards Act of item (A)(3)(a)(iii) and item (A)(3)(b) $1938. Fourth Amendment & Restatement Lead Arranger: Bank of America, N.A.

Fixed Charges. the sum of (1) cash interest paid or scheduled to be paid (other than cash premiums paid in connection with respect extinguishing the Senior Notes Refinancing Debt to the Borrower extent such premiums are substantially contemporaneously funded with the proceeds of new Debt permitted to be incurred hereunder and Restricted Subsidiaries for any Test Periodsuch premiums constitute interest expense), the sum, determined (2) principal payments made or scheduled to be made on a Consolidated basis, of: a) Consolidated Net Cash Interest Expense Borrowed Money (other than (i) with respect to the Borrower and its Restricted Subsidiaries on a Consolidated basis for any period, determined in accordance with GAAP, total interest expense paid or payable in cash in such period (including that attributable to obligations with respect to Capitalized Leases in accordance with GAAP in effect on the Effective Date but excluding any imputed interest as a result of purchase accounting) repayments of the Borrower and its Restricted Subsidiaries on a Consolidated basis and all commissions, discounts and other fees and charges owed with respect to Indebtedness of the Borrower and its Restricted Subsidiaries $ provided that Consolidated Net Cash Interest Expense shall not include (i) any non-cash interest or deferred financing costsRevolver Loans, (ii) voluntary prepayments (which for clarification shall not include any amortization scheduled or write-down mandatory prepayments) made if, as applicable, the Borrowers are permitted to make such prepayments under Section 10.2.8 hereof and the Parent is permitted to make such prepayments under Section 5.2(g) of deferred financing fees, debt issuance costs, discounted liabilities, commissions, fees the Guaranty and expensesSecurity Agreement, (iii) (a) “Excess Cash Flow” (as such term is defined in the Term Loan B Agreement on the Term Loan B Closing Date, which definition shall be satisfactory to the Agent) payments, in an amount not to exceed 50% of “Excess Cash Flow” for any expensing fiscal year and (b) mandatory prepayments due on account of bridgethe sale or other disposition of assets constituting Second Lien Collateral (provided that such sale or disposition of assets is also permitted by this Agreement) or due on account of casualty insurance proceeds received in respect of Second Lien Collateral, commitment and other financing fees and (iv) penalties and interest related payments made to taxes (ii) interest income extinguish the Senior Notes Refinancing Debt solely to the extent such Debt is refinanced on a dollar-for-dollar basis with the proceeds of the Borrower Term Loan B Debt and its Restricted Subsidiaries actually received in cash during such period after giving effect to any net (v) payments made to extinguish the Term Loan B Debt solely to the extent such Debt is refinanced on a dollar-for-dollar basis with the proceeds of the Convertible Notes or received by other Debt permitted to be incurred under the Borrower Loan Documents and its Restricted Subsidiaries the Term Loan B Documents), (3) Distributions made and (4) earn-out obligations, working capital adjustments, purchase price and similar adjustments and indemnification obligations under any agreements entered into in connection with respect any Permitted Acquisition. Capitalized terms used in this definition and not otherwise defined in this Agreement shall have the meanings provided in the Guaranty and Security Agreement. FLSA: the Fair Labor Standards Act of 1938. Fly Ash Commission Reserve: as of any date of determination, an amount equal to interest rate Swap Contracts. $ Consolidated Net Cash Interest Expense (iii) item (A)(3)(a)(i) minus item (A)(3)(a)(iia) $ 2,000,000 plus (b) Scheduled payments the amount of principal all commissions owing by any Borrower on Indebtedness account of any fly ash products sold by any Borrower that are unpaid for borrowed money more than 45 days after the original due date. Foreign Lender: any Lender that is organized under the laws of a jurisdiction other than the laws of the Borrower and Restricted Subsidiaries due and payable during such period $ Fixed Charges cUnited States, or any state or district thereof. Foreign Plan: any employee benefit plan or arrangement (a) maintained or contributed to by any Obligor or Subsidiary that is not subject to the sum laws of item the United States; or (A)(3)(a)(iiib) and item (A)(3)(b) $mandated by a government other than the United States for employees of any Obligor or Subsidiary.