Letter of Agreement between Mittal Steel USA and Cleveland-Cliffs Inc. to amend three existing pellet sales contracts

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

          4.     Notification Procedures.   In order to buy out the full [***] million tons for 2006, Mittal must notify Cliffs of its election by April 15.  The buyout amount will be limited to [***] of that amount if the notice is given by Mittal after that date but on or before May 15.  If Mittal notifies Cliffs of its buyout election after May 15 but on or before June 15, the buyout amount will be limited to no more than [***] of the [***] million tons.  Mittal will not be allowed to make any election to buyout any portion of its minimum tonnage purchase obligation for 2006 after June 15.  Similarly, in order to exercise its deferral and/or buyout rights in the calendar years 2007, 2008 and 2009, or its reduction and/or buyout rights in the calendar year 2010, Mittal must notify Cliffs of its election by March 15 of the calendar year in question if it wants its election to cover the full amount of tonnage permitted under such rights.  If Mittal notifies Cliffs after that date but on or before May 15, its election will be limited to not more than [****] of that amount.  If Mittal notifies Cliffs after May 15 but on or before July 15, its election will be limited to not more than [****] of the full amount of tonnage permitted.  Mittal will not be allowed to make any election to defer or buy out any portion of its minimum tonnage purchase obligation for the calendar years 2007, 2008 and 2009, or to reduce or buy out any portion of its minimum tonnage purchase obligation for the calendar year 2010, after the July 15 of the calendar year in question.  Finally, in order to exercise its buyout right for tonnage deferred from the prior calendar year, Mittal must notify Cliffs of its election by March 15 of the then current calendar year.

          5.     Maximum Tonnage Limitation.  The tonnage purchase obligations of Mittal will revert to the terms of the Indiana Harbor-East, Indiana Harbor-West and Cleveland contracts after 2010 except that beginning in 2006, and for the remaining life of the existing Mittal/Cliffs contracts, there will be a maximum limitation of [**] million gross tons on the annual tonnage that Cliffs is obligated to sell to Mittal in the aggregate under these contracts, provided, however, that Cliffs shall not be obligated to sell and deliver more than [**] million gross tons per year of any combination of Empire and/or Wabush pellets to Indiana Harbor-East, and, provided further, the existing limitation on annual Wabush pellets of [*******] tons shall remain in effect.  Cliffs will have the right, but not the obligation, to supply Mittal’s requirements above the tonnage maximum limitation, and this right will have to be exercised by Cliffs within 30 days following a request by Mittal for tonnage in excess of the maximum limitation.  This maximum limitation will also apply to any tonnage that Cliffs may be obligated to sell to Mittal under Weirton contract.

          6.     Other Agreements.   In addition to the foregoing, we also reached the agreements regarding the following outstanding issues between Cliffs and Mittal.  The Weirton contract will be amended to delete the phrase “with a minimum annual purchase obligation of [***] million tons per year” contained in Section 1(a).  Cliffs will cancel the invoice for the 325,178 tons that was sent to Mittal in December 2005.  In addition, Mittal will waive all Special Steel Payment claims that may exist as of the date of this letter agreement, including but not limited to claims described in Mittal’s correspondence dated January 13, 2006, will not assert a claim for recission or reformation of the 2004 amendment to the Cleveland and Indiana Harbor West contract, and will not contest Cliffs’ 2005 force majeure claim.  Finally, Mittal will be free to use the tonnage currently stored at the Ashtabula dock at any Mittal facility.  In the event that any tonnage stored at Ashtabula is transferred to any other Mittal facility, the Special Steel Payment provisions of Section 5(f)(ii) of the Weirton contract will apply to the tonnage.

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