Common use of Sourcing Clause in Contracts

Sourcing. (a) Cliffs shall initially supply Inland with pellets produced at the Partnership’s iron ore pellet plant (“Empire Standard Pellets”, “Empire Royal Pellets” and “Empire Viceroy Pellets”, as the case may be; and, collectively, “Empire Pellets”) located in ▇▇▇▇▇▇, Michigan (the “Empire Plant”). (b) As long as Cliffs continues as a participant in the Wabush Mines Joint Venture, Inland may change pellet sourcing, for up to [360,000] tons of pellets annually, from Empire Pellets to pellets produced at the Wabush Mines Joint Venture iron ore pellet plant (“Wabush 2% Mn Standard Pellets” “Wabush 2% Mn Flux Pellets” “Wabush 1% Mn Standard Pellets” and “Wabush 1% Mn Flux Pellets,” as the case may be; and, collectively, “Wabush Pellets”) located in Pointe Noire, Quebec (the “Wabush Plant”). (c) Cliffs may change pellet sourcing from Empire Standard Pellets to standard pellets from other sources controlled or managed by Cliffs, provided such pellets are of a quality comparable to that required for Empire Standard Pellets hereunder (“Other Cliffs Standard Pellets”). If Cliffs desires to provide Inland with Other Cliffs Standard Pellets, Cliffs shall give Inland not less than three months’ prior notice, and then may make such change provided that Inland has had a reasonable opportunity to purge its stockpile of conflicting grades of pellets. (d) In the event that Empire Pellets are no longer being produced at the Empire Plant due to a permanent shutdown or a long-term (defined as not less than 2 years) idle period (an “Empire Shutdown”), Cliffs shall provide one year’s advance notice thereof and shall use commercially reasonable efforts to identify one or more alternative sources of fluxed pellets (“Other Cliffs Fluxed Pellets”) and Other Cliffs Standard Pellets to be supplied by Cliffs. (i) In the event that, at least 90 days prior to the Empire Shutdown, Cliffs establishes that it can supply Other Cliffs Pellets having the grades and specifications in chemical and physical structure described in Exhibit 3(d) attached hereto and identified as Key OCFP Specs (the “Key OCFP Specs”) from one or more sources, excluding ▇▇▇▇▇▇ Hematite Pellets (being those pellets produced at the ▇▇▇▇▇▇ Mining Company L.C. iron ore pellet plant located in ▇▇▇▇▇▇, Michigan), and the quantity of Wabush Pellets being limited to Inland’s requirements for Wabush Pellets (it being understood that Cliffs shall limit sources to no more than two sources per pellet grade type and that Inland shall not be obligated to use more pellet sources than is commercially reasonable from a logistical standpoint), then (A) Cliffs shall offer for sale and delivery, and Inland may, at its option, purchase and receive, such Other Cliffs Fluxed Pellets and/or Other Cliffs Standard Pellets, as the case may be, in substitution for Empire Royal Pellets, Empire Viceroy Pellets or Empire Standard Pellets, as the case may be, hereunder, (B) Inland shall notify Cliffs within 90 days of Cliffs’ offering such Other Cliffs Fluxed Pellets and/or such other Cliffs Standard Pellets of the quantities of each such Pellet grade that Inland elects to purchase and receive, (C) to the extent that Inland elects to purchase and receive such Other Cliffs Pellets, without limitation of the obligation to meet the Key OCFP Specs or the grade and quality specifications set forth in Section 3(c), Cliffs shall use commercially reasonable efforts to ensure that Other Cliffs Fluxed Pellets and/or Other Cliffs Standard Pellets, as the case may be, meet the specifications described in Exhibit 3(d) attached hereto that are identified as Secondary OCFP Specs (the “Secondary OCFP Specifications”), [(D) to the extent Inland does not elect to purchase and receive such Other Cliffs Pellets, Inland shall be released from its purchase obligations hereunder and may, notwithstanding any provision herein to the contrary, purchase its Excess Annual Requirements for pellets from other suppliers and Cliffs shall be released from its obligations hereunder (other than those which are accrued but remain undischarged at such time), and (E) in addition to the pricing for the pellets delivered pursuant to this Section 3(d)(ii), Inland shall pay to Cliffs a pro-rated Surcharge Amount in proportion to the tonnage amount actually offered for sale and delivery by Cliffs to Inland pursuant to this Section 3(d)(ii) as compared to the tonnage required to be delivered pursuant to Section 2]. (ii) In the event that, within 90 days of the Empire Shutdown, Cliffs cannot establish that it can supply the Other Cliffs Pellets meeting the Key OCFP Specs, then either party may immediately terminate this Agreement by written notice to the other party, in which case each party’s obligations under this Agreement shall immediately terminate (including, without limitation, Inland’s obligation to pay any [Surcharge Amount)] and such termination of this Agreement shall be without further recourse to either party; provided, however, that Inland may take possession of all Cliffs Pellets for which payment under Section 7(a)(i) has been made and Cliffs shall deliver such pellets. With respect to all Other Cliffs Pellets, pellet cooling, stockpiling, and dust suppression practices will be optimized on a commercially reasonable basis to avoid excessive moisture content in pellets. Within the one-year notice period applicable to an Empire Shutdown, Cliffs shall provide Inland with a reasonable opportunity to conduct a blast furnace trial not less than 90 days prior to the effective date of an Empire Shutdown on the Other Cliffs Pellets to be supplied pursuant to this Section 3(d).

Sourcing. (a) Cliffs shall initially supply Inland Algoma with pellets produced at the Partnership’s Tilden iron ore pellet plant (“Empire Standard Pellets”, “Empire Royal Pellets” "TILDEN MAG FLUX PELLETS" and “Empire Viceroy Pellets”"TILDEN ▇▇▇ ▇▇UX PELLETS", as the case may be▇▇▇ ▇▇; and, collectively, “Empire Pellets”) located in collectively "TILDEN P▇▇▇▇▇▇") in National Mine, Michigan (the “"TILDEN PLANT") and/▇▇ ▇▇llets produced at the Empire Plant”Iron Mining Par▇▇▇▇▇▇ip iron ore pellet plant ("EMPIRE ROYAL PELLETS;" collectively with the Tilden Pellets, "BASIC CLIFFS PELLETS") located in Palmer, Michigan (▇▇▇ "EMPIRE PLANT"). (b) As long as Cliffs continues as a participant in the Wabush Mines Joint Venture, Inland may change pellet sourcing, for up to [360,000] tons of pellets annually, chan▇▇ ▇▇▇let sourcing from Empire Basic Cliffs Pellets to pellets from other sources ("OTHER CLIFFS PELLETS"), including, without limitation, those produced at the Wabush Mines Hibbing Taconite Company Joint Venture iron ore pellet plant (“Wabush 2% Mn Standard Pellets” “Wabush 2% Mn Flux Pellets” “Wabush 1% Mn Standard Pellets” and “Wabush 1% Mn Flux Pellets,” as the case may be; and"HIBBING PELLETS") in Hibbing, collectively, “Wabush Pellets”) located in Pointe Noire, Quebec Minnesota (the “Wabush Plant”). "HIBBING PLANT") and those produced at the Northshore iron ore pellet plant (c"NORTHSHORE PELLETS") Cliffs may change pellet sourcing from Empire Standard Pellets to standard pellets from other sources controlled or managed by Cliffsin Silver Bay, provided such pellets are of a quality comparable to that required for Empire Standard Pellets hereunder Minnesota (“the "NORTHSHORE PLANT;" Other Cliffs Standard Pellets together with Basic Cliffs Pellets”, are defined as "CLIFFS Pellets"). If Cliffs desires to provide Inland Algoma with Other Cliffs Standard Pellets, Cliffs shall give Inland Algoma not less than three months’ months prior notice, and then may make such change provided that Inland (i) Algoma's cost of handling pellets, including the movement of pellets to the stock house, is not increased, or, if Algoma's costs of handling are increased, Cliffs shall adjust the price of Other Cliffs Pellets so that the additional handling costs are mitigated so as to fully offset the increased handling costs, and (ii) Algoma has had a reasonable opportunity to purge its stockpile of conflicting grades of pelletsiron ore. CONFIDENTIAL MATERIAL HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSIONS. (d) In the event that Empire Pellets are no longer being produced at the Empire Plant due to a permanent shutdown or a long-term (defined as not less than 2 years) idle period (an “Empire Shutdown”), Cliffs shall provide one year’s advance notice thereof and shall use commercially reasonable efforts to identify one or more alternative sources of fluxed pellets (“Other Cliffs Fluxed Pellets”) and Other Cliffs Standard Pellets to be supplied by Cliffs. (i) In the event that, at least 90 days prior to the Empire Shutdown, Cliffs establishes that it can supply Other Cliffs Pellets having the grades and specifications in chemical and physical structure described in Exhibit 3(d) attached hereto and identified as Key OCFP Specs (the “Key OCFP Specs”) from one or more sources, excluding ▇▇▇▇▇▇ Hematite Pellets (being those pellets produced at the ▇▇▇▇▇▇ Mining Company L.C. iron ore pellet plant located in ▇▇▇▇▇▇, Michigan), and the quantity of Wabush Pellets being limited to Inland’s requirements for Wabush Pellets (it being understood that Cliffs shall limit sources to no more than two sources per pellet grade type and that Inland shall not be obligated to use more pellet sources than is commercially reasonable from a logistical standpoint), then (A) Cliffs shall offer for sale and delivery, and Inland may, at its option, purchase and receive, such Other Cliffs Fluxed Pellets and/or Other Cliffs Standard Pellets, as the case may be, in substitution for Empire Royal Pellets, Empire Viceroy Pellets or Empire Standard Pellets, as the case may be, hereunder, (B) Inland shall notify Cliffs within 90 days of Cliffs’ offering such Other Cliffs Fluxed Pellets and/or such other Cliffs Standard Pellets of the quantities of each such Pellet grade that Inland elects to purchase and receive, (C) to the extent that Inland elects to purchase and receive such Other Cliffs Pellets, without limitation of the obligation to meet the Key OCFP Specs or the grade and quality specifications set forth in Section 3(c), Cliffs shall use commercially reasonable efforts to ensure that Other Cliffs Fluxed Pellets and/or Other Cliffs Standard Pellets, as the case may be, meet the specifications described in Exhibit 3(d) attached hereto that are identified as Secondary OCFP Specs (the “Secondary OCFP Specifications”), [(D) to the extent Inland does not elect to purchase and receive such Other Cliffs Pellets, Inland shall be released from its purchase obligations hereunder and may, notwithstanding any provision herein to the contrary, purchase its Excess Annual Requirements for pellets from other suppliers and Cliffs shall be released from its obligations hereunder (other than those which are accrued but remain undischarged at such time), and (E) in addition to the pricing for the pellets delivered pursuant to this Section 3(d)(ii), Inland shall pay to Cliffs a pro-rated Surcharge Amount in proportion to the tonnage amount actually offered for sale and delivery by Cliffs to Inland pursuant to this Section 3(d)(ii) as compared to the tonnage required to be delivered pursuant to Section 2]. (ii) In the event that, within 90 days of the Empire Shutdown, Cliffs cannot establish that it can supply the Other Cliffs Pellets meeting the Key OCFP Specs, then either party may immediately terminate this Agreement by written notice to the other party, in which case each party’s obligations under this Agreement shall immediately terminate (including, without limitation, Inland’s obligation to pay any [Surcharge Amount)] and such termination of this Agreement shall be without further recourse to either party; provided, however, that Inland may take possession of all Cliffs Pellets for which payment under Section 7(a)(i) has been made and Cliffs shall deliver such pellets. With respect to all Other Cliffs Pellets, pellet cooling, stockpiling, and dust suppression practices will be optimized on a commercially reasonable basis to avoid excessive moisture content in pellets. Within the one-year notice period applicable to an Empire Shutdown, Cliffs shall provide Inland with a reasonable opportunity to conduct a blast furnace trial not less than 90 days prior to the effective date of an Empire Shutdown on the Other Cliffs Pellets to be supplied pursuant to this Section 3(d).

Sourcing. (a) Cliffs shall initially supply Inland with pellets produced at the Partnership’s 's iron ore pellet plant (“Empire Standard Pellets”"EMPIRE STANDARD PELLETS", “Empire Royal Pellets” "EMPIRE ROYAL PELLETS" and “Empire Viceroy Pellets”"EMPIRE VICEROY PELLETS", as the case may be; and, collectively, “Empire Pellets”"EMPIRE PELLETS") located in ▇▇▇▇▇▇, Michigan (the “Empire Plant”"EMPIRE PLANT"). (b) As long as Cliffs continues as a participant in the Wabush Mines Joint Venture, Inland may change pellet sourcing, for up to [360,000* * * *] tons of pellets annually, from Empire Pellets to pellets produced at the Wabush Mines Joint Venture iron ore pellet plant (“Wabush "WABUSH 2% Mn Standard Pellets” “Wabush MN STANDARD PELLETS," "WABUSH 2% Mn Flux Pellets” “Wabush MN FLUX PELLETS," "WABUSH 1% Mn Standard Pellets” MN STANDARD PELLETS" and “Wabush "WABUSH 1% Mn Flux PelletsMN FLUX PELLETS,” " as the case may be; and, collectively, “Wabush Pellets”"WABUSH PELLETS") located in Pointe Noire, Quebec (the “Wabush Plant”"WABUSH PLANT"). (c) Cliffs may change pellet sourcing from Empire Standard Pellets to standard pellets from other sources controlled or managed by Cliffs, provided such pellets are of a quality comparable to that required for Empire Standard Pellets hereunder (“Other Cliffs Standard Pellets”"OTHER CLIFFS STANDARD PELLETS"). If Cliffs desires to provide Inland with Other Cliffs Standard Pellets, Cliffs shall give Inland not less than three months’ ' prior notice, and then may make such change provided that Inland has had a reasonable opportunity to purge its stockpile of conflicting grades of pellets. (d) In the event that Empire Pellets are no longer being produced at the Empire Plant due to a permanent shutdown or a long-term (defined as not less than 2 years) idle period (an “Empire Shutdown”"EMPIRE SHUTDOWN"), Cliffs shall provide one year’s 's advance notice thereof and shall use commercially reasonable efforts to identify one or more alternative sources of fluxed pellets (“Other Cliffs Fluxed Pellets”"OTHER CLIFFS FLUXED PELLETS") and Other Cliffs Standard Pellets to be supplied by Cliffs. (i) In the event that, at least 90 days prior to the Empire Shutdown, Cliffs establishes that it can supply Other Cliffs Pellets having the grades and specifications in chemical and physical structure described in Exhibit 3(d) attached hereto and identified as Key OCFP Specs (the “Key "KEY OCFP Specs”SPECS") from one or more sources, excluding ▇▇▇▇▇▇ Hematite Pellets (being those pellets produced at the ▇▇▇▇▇▇ Mining Company L.C. iron ore pellet plant located in ▇▇▇▇▇▇, Michigan), and the quantity of Wabush Pellets being limited to Inland’s 's requirements for Wabush Pellets (it being understood that Cliffs shall limit sources to no more than two sources per pellet grade type and that Inland shall not be obligated to use more pellet sources than is commercially reasonable from a logistical standpoint), then (A) Cliffs shall offer for sale and delivery, and Inland may, at its option, purchase and receive, such Other Cliffs Fluxed Pellets and/or Other Cliffs Standard Pellets, as the case may be, in substitution for Empire Royal Pellets, Empire Viceroy Pellets or Empire Standard Pellets, as the case may be, hereunder, (B) Inland shall notify Cliffs within 90 days of Cliffs’ ' offering such Other Cliffs Fluxed Pellets and/or such other Cliffs Standard Pellets of the quantities of each such Pellet grade that Inland elects to purchase and receive, (C) to the extent that Inland elects to purchase and receive such Other Cliffs Pellets, without limitation of the obligation to meet the Key OCFP Specs or the grade and quality specifications set forth in Section 3(c), Cliffs shall use commercially reasonable efforts to ensure that Other Cliffs Fluxed Pellets and/or Other Cliffs Standard Pellets, as the case may be, meet the specifications described in Exhibit 3(d) attached hereto that are identified as Secondary OCFP Specs (the “Secondary "SECONDARY OCFP Specifications”SPECIFICATIONS"), [(D) to the extent Inland does not elect to purchase and receive such Other Cliffs Pellets, Inland shall be released from its purchase obligations hereunder and may, notwithstanding any provision herein to the contrary, purchase its Excess Annual Requirements for pellets from other suppliers and Cliffs shall be released from its obligations hereunder (other than those which are accrued but remain undischarged at such time), and (E) in addition to the pricing for the pellets delivered pursuant to this Section 3(d)(ii), Inland shall pay to Cliffs a pro-rated Surcharge Amount in proportion to the tonnage amount actually offered for sale and delivery by Cliffs to Inland pursuant to this Section 3(d)(ii) as compared to the tonnage required to be delivered pursuant to Section 2* * * *]. (ii) In the event that, within 90 days of the Empire Shutdown, Cliffs cannot establish that it can supply the Other Cliffs Pellets meeting the Key OCFP Specs, then either party may immediately terminate this Agreement by written notice to the other party, in which case each party’s 's obligations under this Agreement shall immediately terminate (including, without limitation, Inland’s 's obligation to pay any [Surcharge Amount)* * * *] and such termination of this Agreement shall be without further recourse to either party; provided, however, that Inland may take possession of all Cliffs Pellets for which payment under Section 7(a)(i) has been made and Cliffs shall deliver such pellets. With respect to all Other Cliffs Pellets, pellet cooling, stockpiling, and dust suppression practices will be optimized on a commercially reasonable basis to avoid excessive moisture content in pellets. Within the one-year notice period applicable to an Empire Shutdown, Cliffs shall CONFIDENTIAL MATERIAL HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSIONS. provide Inland with a reasonable opportunity to conduct a blast furnace trial not less than 90 days prior to the effective date of an Empire Shutdown on the Other Cliffs Pellets to be supplied pursuant to this Section 3(d).