First Amendment to Asset Purchase Agreement by and among AK Steel Corporation, National Steel Corporation, and Others
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This amendment updates the original Asset Purchase Agreement between AK Steel Corporation (the buyer) and National Steel Corporation (the seller), along with certain subsidiaries. The amendment clarifies definitions, adjusts purchase price calculations, adds National Steel Pellet Company and Hanna Ore Mining Company as sellers, and revises various schedules and terms. The changes ensure all relevant assets and parties are included in the transaction and reflect updated terms for the asset purchase, which is part of a bankruptcy proceeding. The agreement remains subject to the original terms except as specifically amended here.
EX-2.G 3 dex2g.txt ASSET PURCHASE AGREEMENT WITH AK STEEL EXHIBIT 2.G FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT THIS FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT, dated as of February 21, 2003 (this "Amendment"), is entered into by and among AK Steel Corporation, a Delaware corporation ("Buyer"), and National Steel Corporation, a Delaware corporation (the "Company"). WHEREAS, Buyer, the Company and certain of the Company's subsidiaries (collectively with the Company, "Sellers" and each a "Seller") are parties to that certain Asset Purchase Agreement, dated as of January 30, 2003 (the "Purchase Agreement") pursuant to which Buyer has agreed to purchase the assets and assume the liabilities relating to the Business (as defined in the Purchase Agreement) as are specified in the Purchase Agreement, all in the manner and subject to the terms and conditions set forth in the Purchase Agreement and pursuant to, inter alia, Sections 363 and 365 of the Bankruptcy Code; and WHEREAS, pursuant to Section 7.20 of the Purchase Agreement, Buyer and the Company desire to amend the Purchase Agreement and the schedules thereto to reflect that National Steel Pellet Company is a Seller and Buyer's purchase of all assets related thereto and to add as Sellers other parties necessary to effectuate the foregoing. WHEREAS, pursuant to Section 11.6 of the Purchase Agreement, Buyer and the Company desire to amend the Purchase Agreement as set forth herein. NOW, THEREFORE, in consideration of the premises, and the representations, warranties, covenants and agreements contained in the Purchase Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows: 1. Amendment of Section 1.1. (a) Accounts Payable. The definition of the term "Accounts Payable" is hereby amended and restated in its entirety to read as follows: ""Accounts Payable" shall mean those trade accounts payable of Sellers relating to the Business or the Acquired Assets, incurred in bona fide business transactions in the ordinary course of business after the commencement of the Chapter 11 Case. Accounts Payable shall not include any Cure Amounts or any Excluded Liabilities." (b) Estimated Inventory Value. The definition of the term "Estimated Inventory Value" is hereby amended and restated in its entirety to read as follows: ""Estimated Inventory Value" shall mean the Inventory Value (excluding the Inventory Value of the Inventory of National Steel Pellet Company) determined as of the close of business on the last day of the month immediately prior to the Closing Date." (c) Estimated Net Receivables Amount. The definition of the term "Estimated Net Receivables Amount" is hereby amended and restated in its entirety to read as follows: ""Estimated Net Receivables Amount" shall mean the aggregate amount of Accounts Receivable (excluding the amount of Accounts Receivable of National Steel Pellet Company) minus the aggregate amount of Accounts Payable (excluding the amount of Accounts Payable of National Steel Pellet Company) minus the Company Reserves (excluding the amount of Company Reserves related to National Steel Pellet Company) calculated as of the close of business on the last day of the month immediately prior to the Closing Date." 2. Amendment of Section 3.4(e). Section 3.4(e) of the Purchase Agreement is hereby amended and restated in its entirety to read as follows: "(e) If the aggregate amount of Accounts Receivable included in the Acquired Assets (excluding the amount of Accounts Receivable of National Steel Pellet Company included in the Acquired Assets) minus (i) the aggregate amount of Accounts Payable included in the Assumed Liabilities (excluding the amount of Accounts Payable of National Steel Pellet Company included in the Assumed Liabilities) and (ii) the Company Reserves, excluding the amount of Company Reserves related to National Steel Pellet Company (the "Net Receivables Amount"), plus the Inventory Value, excluding the Inventory Value of the Inventory of National Steel Pellet Company included in the Acquired Assets (the "Working Capital Amount"), is less than $450 million then the Purchase Price shall be decreased by the amount of the shortfall (the "Working Capital Adjustment"). Any Working Capital Adjustment resulting from this Section 3.4(e) shall be offset by any reduction to the Purchase Price made at the Closing based on the Estimated Working Capital Adjustment." 3. Amendment of Section 7.20. Section 7.20 of the Purchase Agreement is hereby amended and restated in its entirety to read as follows: "7.20 Pellet Company Modification. On or prior to February 21, 2003, Sellers shall prepare and deliver amendments, modifications or supplements to the exhibits and schedules hereto in a form reasonably satisfactory to Buyer to reflect that National Steel Pellet Company is a Seller and Buyer's purchase of all assets related thereto (the "Pellet Company Modification"), and to add as Sellers other parties as necessary to effectuate the foregoing." 2 4. Addition of Hanna Ore Mining Company as Seller. By executing this Amendment, the parties hereto hereby agree that the Purchase Agreement is amended to include Hanna Ore Mining Company as a Seller and to add Hanna Ore Mining Company as a signatory to the Purchase Agreement. 5. Amendment of Schedule 1. Schedule 1 to the Purchase Agreement is hereby amended as set forth on Exhibit A attached hereto. 6. Amendment of Schedule 2.1(a)-1. Schedule 2.1(a)-1 to the Purchase Agreement is hereby amended as set forth on Exhibit B attached hereto. 7. Amendment of Schedule 2.1(c). Schedule 2.1(c) to the Purchase Agreement is hereby amended as set forth on Exhibit C attached hereto. 8. Amendment of Schedule 2.1(i). Schedule 2.1(i) to the Purchase Agreement is hereby amended as set forth on Exhibit D attached hereto. 9. Amendment of Schedule 2.1(k). Schedule 2.1(k) to the Purchase Agreement is hereby amended as set forth on Exhibit E attached hereto. 10. Amendment of Schedule 2.1(n). Schedule 2.1(n) to the Purchase Agreement is hereby amended as set forth on Exhibit F attached hereto. 11. Amendment of Schedule 2.2(i). Schedule 2.2(i) to the Purchase Agreement is hereby amended as set forth on Exhibit G attached hereto. 12. Amendment of Schedule 2.2(k). Schedule 2.2(k) to the Purchase Agreement is hereby amended as set forth on Exhibit H attached hereto. 13. Amendment of Schedule 7.16. Schedule 7.16 to the Purchase Agreement is hereby amended as set forth on Exhibit I attached hereto. 14. Amendment of Schedule 10.1(c). Schedule 10.1(c) to the Purchase Agreement is hereby amended as set forth on Exhibit J attached hereto. 15. Amendment of Schedule 5.1 of the Disclosure Schedule. Schedule 5.1 of the Disclosure Schedule is hereby amended as set forth on Exhibit K attached hereto. 16. Amendment of Schedule 5.4 of the Disclosure Schedule. Schedule 5.4 of the Disclosure Schedule is hereby amended as set forth on Exhibit L attached hereto. 17. Amendment of Schedule 5.6(a) of the Disclosure Schedule. Schedule 5.6(a) of the Disclosure Schedule is hereby amended as set forth on Exhibit M attached hereto. 18. Amendment of Schedule 5.6(b) of the Disclosure Schedule. Schedule 5.6(b) of the Disclosure Schedule is hereby amended as set forth on Exhibit N attached hereto. 3 19. Amendment of Schedule 5.7 of the Disclosure Schedule. Schedule 5.7 of the Disclosure Schedule is hereby amended as set forth on Exhibit O attached hereto. 20. Amendment of Schedule 5.8(a) of the Disclosure Schedule. Schedule 5.8(a) of the Disclosure Schedule is hereby amended as set forth on Exhibit P attached hereto. 21. Amendment of Schedule 5.10(a)(i) of the Disclosure Schedule. Schedule 5.10(a)(i) of the Disclosure Schedule is hereby amended as set forth on Exhibit Q attached hereto. 22. Amendment of Schedule 5.11 of the Disclosure Schedule. Schedule 5.11 of the Disclosure Schedule is hereby amended as set forth on Exhibit R attached hereto. 23. Amendment of Schedule 5.13 of the Disclosure Schedule. Schedule 5.13 of the Disclosure Schedule is hereby amended as set forth on Exhibit S attached hereto. 24. Amendment of Schedule 5.14 of the Disclosure Schedule. Schedule 5.14 of the Disclosure Schedule is hereby amended as set forth on Exhibit T attached hereto. 25. Amendment of Schedule 5.15 of the Disclosure Schedule. Schedule 5.15 of the Disclosure Schedule is hereby amended and restated in its entirety to read as set forth on Exhibit U attached hereto. 26. Amendment of Schedule 5.18 of the Disclosure Schedule. Schedule 5.18 of the Disclosure Schedule is hereby amended as set forth on Exhibit V attached hereto. 27. Amendment of Schedule 5.19 of the Disclosure Schedule. Schedule 5.19 of the Disclosure Schedule is hereby amended as set forth on Exhibit W attached hereto. 28. Amendment of Schedule 5.20 of the Disclosure Schedule. Schedule 5.20 of the Disclosure Schedule is hereby amended as set forth on Exhibit X attached hereto. 29. Miscellaneous. (a) Counterparts. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Counterparts to this Amendment may be delivered via facsimile. In proving this Amendment, it shall not be necessary to produce or account for more than one such counterpart signed by the party against whom enforcement is sought. (b) No Further Effect. Except as expressly set forth herein, this Amendment shall not, by implication or otherwise, alter, modify, amend or in any way affect any of the terms, conditions, obligations or agreements contained in the Purchase Agreement and the Purchase Agreement shall remain in full force and effect in accordance with its terms. 4 (c) References. Each reference in the Purchase Agreement to "this Agreement," "herein," "hereof" and words of like import and each reference to the "Purchase Agreement" in each other agreement, including, without limitation, each agreement attached as an exhibit to the Purchase Agreement, entered into between Buyer and Sellers in connection with the Transaction shall mean the Purchase Agreement as amended hereby. Each reference in the Purchase Agreement to a Schedule to the Purchase Agreement or to the Disclosure Schedule shall mean the Schedules to the Purchase Agreement and to the Disclosure Schedule as amended hereby. Each reference to the "Agreement" in any Schedule to the Purchase Agreement and in the Disclosure Schedule shall mean the Purchase Agreement as amended hereby. (d) Choice of Law. This Amendment shall be construed and interpreted,and the rights of the parties shall be determined, in accordance with the substantive laws of the State of Delaware, without giving effect to any provision thereof that would require the application of the substantive laws of any other jurisdiction, except to the extent that such laws are superseded by the Bankruptcy Code. [Remainder of Page Intentionally Left Blank] 5 IN WITNESS WHEREOF, this Amendment has been duly executed and delivered by the duly authorized officers of Buyer and the Company as of the date first above written. AK STEEL CORPORATION By: /s/ James L. Wainscott ------------------------------------------------------ Name: James L. Wainscott Title: Senior Vice President and Chief Financial Officer NATIONAL STEEL CORPORATION By: /s/ Kirk A. Sobecki ------------------------------------------------------ Name: Kirk A. Sobecki Title: Senior Vice President & Chief Financial Officer HANNA ORE MINING COMPANY By: /s/ Kirk A. Sobecki ------------------------------------------------------ Name: Kirk A. Sobecki Title: Vice President & Chief Financial Officer Signature Page to First Amendment to Asset Purchase Agreement Exhibit A Schedule 1 to the Purchase Agreement is hereby amended to include the following item(s): 14. Hanna Ore Mining Company, a corporation incorporated under the laws of the State of Minnesota. A-1 Exhibit B Schedule 2.1(a)-1 to the Purchase Agreement is hereby amended to include the following item(s): 7. All lands owned in fee by the Company, National Steel Pellet Company and Hanna Ore Mining Company in and near Keewatin, Minnesota and used in connection with the operation of the National Steel Pellet Company Taconite Plant located in both Itasca County, Minnesota and St. Louis County, Minnesota and in Townships Fifty-six (56) and Fifty-seven (57) North, Range Twenty-one (21) and Twenty-two (22) West. B-1 Exhibit C Section 5 of Schedule 2.1(c) to the Purchase Agreement is hereby amended to include the following new item: aa) Gas Operations Program Agreement, effective November 1, 2002, between National Steel Pellet Company and Cornerstone Energy, Inc. C-1 Exhibit D Schedule 2.1(i) to the Purchase Agreement is hereby amended to include the following items: National Steel Pellet Company 1. Radio Station License (Call Sign WPHH785), issued March 22, 2000, to National Steel Pellet Company by the Federal Communications Commission 2. Radio Station Authorization (Call Sign WNRD611), granted September 9, 1998, to National Steel Pellet Company by the Federal Communications Commission 3. Radio Station Authorization (Call Sign KAF691), granted February 28, 2002, to National Steel Pellet Company by the Federal Communications Commission NATIONAL STEEL PELLET COMPANY
D-1 NATIONAL STEEL PELLET COMPANY
D-2 Exhibit E Schedule 2.1(k) to the Purchase Agreement is hereby amended to included the following items: National Steel Pellet Company Proprietary Software NATIONAL STEEL PELLET COMPANY
E-1 NATIONAL STEEL PELLET COMPANY
E-2 Exhibit F Schedule 2.1(n) to the Purchase Agreement is hereby amended to include the following items: Company Account Number(s) Description - ----------------------- ---------------------------------------------------- 190305 Prepaid Interest 190326 Deferred Capital Charges 190332 Advance Royalty Control F-1 Exhibit G Item 3 of the Section entitled "Other Properties" on Schedule 2.2(i) to the Purchase Agreement is hereby amended and restated in its entirety to read as follows: 3. All ore mining properties (including Dober Mine and Buck Mine), other than ore mining properties owned by National Steel Pellet Company and Hanna Ore Mining Company. Schedule 2.2(i) to the Purchase Agreement is hereby amended to include the following items: National Steel Pellet Company Leases 1. Mississippi #1 Mine Lease (No. 2095-N), dated October 3, 1960, between National Steel Pellet Company and the State of Minnesota, including amendments thereto 2. Stein Mine Lease (No. 3097-N), dated June 3, 1993, between National Steel Pellet Company and the State of Minnesota, including amendment thereto 3. Mesabi Chief Mine Lease (No. 3098-N), dated June 3, 1993, between National Steel Pellet Company and the State of Minnesota, including amendment thereto 4. Mississippi #2 Mine Lease (No. 3099-N), dated June 3, 1993, between National Steel Pellet Company and the State of Minnesota, including amendment thereto 5. Bennett Mine Lease, effective as of January 1, 1966, between Keewatin Mining Company and the Company and Amended and Restated Bennett Mine Operating Agreement, effective as of July 1, 1994, between Keewatin Company and the Company. 6. Russell Mine Lease, effective as of January 1, 1966, as amended on January 1, 1970 and Amended and Restated Russell Mine Operating Agreement, effective as of July 1, 1994, between Sargent Land Company Limited Partnership and the Company. 7. Russell Annex Lease, effective as of January 1, 1966, between the Trustees of the Trust known as Great Northern Iron Ore Properties, Trustees of the Trust of James G. Bennett 1944 Mineral Interests, J. M. Longyear Heirs and the Company and the Amended and Restated Russell Annex Operating Agreement, effective July 1, 1994, between the Trustees of the Trust known as Great Northern Iron Ore Properties, J. M. Longyear Heirs, A Limited Partnership and the Company, as amended by the Letter of Intent, dated February 13, 1996. 8. Pooling Agreement, effective as of January 1, 1966, between Sargent Land Company, Hanna Ore Mining Company, The Hanna Mining Company, Butler Brothers and the Company. G-1 9. South Stevenson Mine Lease, effective April 1, 1966, between Great Northern Iron Properties and the Company and South Stevenson Operating Agreement, effective April 1, 1966, between Great Northern Iron Properties and the Company, including amendments thereto. 10. Bennett Annex Lease, dated October 12, 1965, between Great Northern Iron Ore Properties and the Company. 11. Carmi-Campbell Lease and Operating Agreement, dated July 1, 1959, between Great Northern Iron Ore Properties and The Hanna Mining Company, including amendments thereto and Assignment and Assumption Agreement, dated January 12, 1988, between M.A. Hanna Company, formerly The Hanna Mining Company, and Hanna Iron Ore Division of the Company. 12. Indenture of Lease (Grant Mine), dated April 1, 1962, between Great Northern Iron Ore Properties and The Hanna Mining Company and Operating Agreement (Grant Mine), dated April 1, 1962, between Great Northern Iron Ore Properties and The Hanna Mining Company, including amendments thereto and Sublease of Indenture of Lease (Grant Mine), dated January 1, 1975, between The Hanna Mining Company and National Steel Pellet Company. 13. Northern Pacific Railway Company Mining Lease, effective January 1, 1966, between Northern Pacific Railway Company and Hanna Ore Mining Company and Sublease of Northern Pacific Railway Company Mining Lease, dated February 26, 1979, between Hanna Ore Mining Company and National Steel Pellet Company. 14. Indenture of Sublease (Ontario Reserve Sublease), dated May 1, 1981, between Bethlehem Hibbing Corporation, Pickands Mather & Co., Ontario Hibbing Company, Hibbing Development Company and the Company and Sublease of the Indenture of Sublease, dated October 6, 1981, between the Company and National Steel Pellet Company 15. St. Paul Day Lease, dated January 1, 1966, between National Realty Company, The Henapeg Company, the Executors of the Estate of Herbert W. Rogers, Catherine Wallin and Theodore F.J. Wallin, Irma McCall, Ada Adair Willard, Paul D. Willard, Jr. and Leone Willard, Jean Adair Wortz and James M. Wortz, Fred B. Day and Ruth L. Day, Evelyn A. Day, Elizabeth Solberg Mohr and G.E. Mohr, Catherine Solberg DeJarlais and E.E. DeJarlais, Margaret Solberg Sell and Charles A. Sell, Janet D. Lee and Richard Lee, Diane D. Vessey and Jerry Vessey, Kathleen Elizabeth Day, Philip Bradley Theisen and Jane Theisen, Thomas George Theisen and Donna Theisen, John Hayne Day, Barbara Mary Day, Robert Christopher Day, Mary M. Henschel and William Henschel, Elizabeth M. Curtis and Carl F. Curtis, Patricia Ann Paczesniak and Brian A. Paczesniak, Shirley C. Carlson and Duane Carlson and Hanna Ore Mining Company. 16. Amended Sargent Mine Lease, dated June 3, 1973, between Sargent Land Company and Hanna Ore Mining Company and Sargent Mine Operating G-2 Agreement, effective January 1, 1970, between Sargent Land Company and Hanna Ore Mining Company, including amendments thereto. 17. Great Northern Pooling Agreement, dated July 11, 1963, between Great Northern Iron Ore Properties and the Company. 18. Mining Lease of the Stevenson Mine, effective January 1, 1961, between Great Northern Iron Ore Properties and the Company and Mining Lease of the Stevenson Addition Mine, effective January 1, 1961, between Great Northern Iron Ore Properties and the Company and Mining Lease of the Section 18 Mine, effective January 1, 1961, between Great Northern Iron Ore Properties and the Company and Mining Lease of the Section 18 Extension Mine, effective January 1, 1961, between Great Northern Iron Ore Properties and the Company and Mining Lease of the Mississippi #3 Mine, effective January 1, 1961, between Great Northern Iron Ore Properties and the Company and the Operating Agreement, effective January 1, 1961, between Great Northern Iron Ore Properties, Hanna Ore Mining Company and the Company, including amendments thereto. 19. Sublease of Bennett Annex Mine Lease, Russell Mine Lease, Bennett Mine Lease, Russell Annex Lease, South Stevenson Mine Lease, Section 18 Mine Lease, Section 18 Extension Mine Lease, Stevenson Mine Lease and Stevenson Addition Mine Lease, dated January 1, 1975, between the Company and National Steel Pellet Company. G-3 Exhibit H Schedule 2.2(k) to the Purchase Agreement is hereby amended to include the following new Section XII: XII. National Steel Pellet Company Agreements A. National Steel Pellet Company Real Property Leases 1. Mississippi #1 Mine Lease (No. 2095-N), dated October 3, 1960, between National Steel Pellet Company and the State of Minnesota, including amendments thereto 2. Stein Mine Lease (No. 3097-N), dated June 3, 1993, between National Steel Pellet Company and the State of Minnesota, including amendment thereto 3. Mesabi Chief Mine Lease (No. 3098-N), dated June 3, 1993, between National Steel Pellet Company and the State of Minnesota, including amendment thereto 4. Mississippi #2 Mine Lease (No. 3099-N), dated June 3, 1993, between National Steel Pellet Company and the State of Minnesota, including amendment thereto 5. Bennett Mine Lease, effective as of January 1, 1966, between Keewatin Mining Company and the Company and Amended and Restated Bennett Mine Operating Agreement, effective as of July 1, 1994, between Keewatin Company and the Company. 6. Russell Mine Lease, effective as of January 1, 1966, as amended on January 1, 1970 and Amended and Restated Russell Mine Operating Agreement, effective as of July 1, 1994, between Sargent Land Company Limited Partnership and the Company. 7. Russell Annex Lease, effective as of January 1, 1966, between the Trustees of the Trust known as Great Northern Iron Ore Properties, Trustees of the Trust of James G. Bennett 1944 Mineral Interests, J. M. Longyear Heirs and the Company and the Amended and Restated Russell Annex Operating Agreement, effective July 1, 1994, between the Trustees of the Trust known as Great Northern Iron Ore Properties, J. M. Longyear Heirs, A Limited Partnership and the Company, as amended by the Letter of Intent, dated February 13, 1996. 8. Pooling Agreement, effective as of January 1, 1966, between Sargent Land Company, Hanna Ore Mining Company, The Hanna Mining Company, Butler Brothers and the Company. 9. South Stevenson Mine Lease, effective April 1, 1966, between Great Northern Iron Properties and the Company and South Stevenson Operating Agreement, effective April 1, 1966, between Great Northern Iron Properties and the Company, including amendments thereto. 10. Bennett Annex Lease, dated October 12, 1965, between Great Northern Iron Ore Properties and the Company. H-1 11. Carmi-Campbell Lease and Operating Agreement, dated July 1, 1959, between Great Northern Iron Ore Properties and The Hanna Mining Company, including amendments thereto and Assignment and Assumption Agreement, dated January 12, 1988, between M.A. Hanna Company, formerly The Hanna Mining Company, and Hanna Iron Ore Division of the Company. 12. Indenture of Lease (Grant Mine), dated April 1, 1962, between Great Northern Iron Ore Properties and The Hanna Mining Company and Operating Agreement (Grant Mine), dated April 1, 1962, between Great Northern Iron Ore Properties and The Hanna Mining Company, including amendments thereto and Sublease of Indenture of Lease (Grant Mine), dated January 1, 1975, between The Hanna Mining Company and National Steel Pellet Company. 13. Northern Pacific Railway Company Mining Lease, effective January 1, 1966, between Northern Pacific Railway Company and Hanna Ore Mining Company and Sublease of Northern Pacific Railway Company Mining Lease, dated February 26, 1979, between Hanna Ore Mining Company and National Steel Pellet Company. 14. Indenture of Sublease (Ontario Reserve Sublease), dated May 1, 1981, between Bethlehem Hibbing Corporation, Pickands Mather & Co., Ontario Hibbing Company, Hibbing Development Company and the Company and Sublease of the Indenture of Sublease, dated October 6, 1981, between the Company and National Steel Pellet Company 15. St. Paul Day Lease, dated January 1, 1966, between National Realty Company, The Henapeg Company, the Executors of the Estate of Herbert W. Rogers, Catherine Wallin and Theodore F.J. Wallin, Irma McCall, Ada Adair Willard, Paul D. Willard, Jr. and Leone Willard, Jean Adair Wortz and James M. Wortz, Fred B. Day and Ruth L. Day, Evelyn A. Day, Elizabeth Solberg Mohr and G.E. Mohr, Catherine Solberg DeJarlais and E.E. DeJarlais, Margaret Solberg Sell and Charles A. Sell, Janet D. Lee and Richard Lee, Diane D. Vessey and Jerry Vessey, Kathleen Elizabeth Day, Philip Bradley Theisen and Jane Theisen, Thomas George Theisen and Donna Theisen, John Hayne Day, Barbara Mary Day, Robert Christopher Day, Mary M. Henschel and William Henschel, Elizabeth M. Curtis and Carl F. Curtis, Patricia Ann Paczesniak and Brian A. Paczesniak, Shirley C. Carlson and Duane Carlson and Hanna Ore Mining Company. 16. Amended Sargent Mine Lease, dated June 3, 1973, between Sargent Land Company and Hanna Ore Mining Company and Sargent Mine Operating Agreement, effective January 1, 1970, between Sargent Land Company and Hanna Ore Mining Company, including amendments thereto. 17. Great Northern Pooling Agreement, dated July 11, 1963, between Great Northern Iron Ore Properties and the Company. 18. Mining Lease of the Stevenson Mine, effective January 1, 1961, between Great Northern Iron Ore Properties and the Company and Mining Lease of the Stevenson Addition Mine, effective January 1, 1961, between Great Northern Iron Ore Properties and the Company and Mining Lease of the Section 18 Mine, effective January 1, 1961, between Great Northern Iron Ore Properties and the Company and Mining Lease of the Section 18 Extension Mine, effective January 1, 1961, between Great H-2 Northern Iron Ore Properties and the Company and Mining Lease of the Mississippi #3 Mine, effective January 1, 1961, between Great Northern Iron Ore Properties and the Company and the Operating Agreement, effective January 1, 1961, between Great Northern Iron Ore Properties, Hanna Ore Mining Company and the Company, including amendments thereto. 19. Sublease of Bennett Annex Mine Lease, Russell Mine Lease, Bennett Mine Lease, Russell Annex Lease, South Stevenson Mine Lease, Section 18 Mine Lease, Section 18 Extension Mine Lease, Stevenson Mine Lease and Stevenson Addition Mine Lease, dated January 1, 1975, between the Company and National Steel Pellet Company. B. National Steel Pellet Company Purchase Contracts 1. Electric Service Agreement, dated March 12, 1975, between the Company, National Steel Pellet Company and Minnesota Power & Light Company, including amendments thereto C. National Steel Pellet Company Capital Leases 1. Lease agreement for National Steel Pellet Wheel Loader, dated July 26, 1999, between the Company and GE Capital. 2. Lease agreement for National Steel Pellet Haul Truck, dated April 28, 2000, between the Company and GE Capital. 3. Lease agreement for National Steel Pellet Hydraulic Shovel, dated April 3, 2001, between the Company and GE Capital. 4. Lease agreement for National Steel Pellet Hydraulic Shovel and Haul Truck, dated April 9, 1999, between the Company and Comerica Leasing. 5. Lease agreement for National Steel Pellet Haul Truck, dated May 7, 1999, between the Company and Comerica Leasing. 6. Lease agreement for National Steel Pellet Wheel Loader, dated March 15, 2000, between the Company and Heller Financial. D. Other National Steel Pellet Company Agreements 1. Time Charter for the George A. Stinson, dated March 25, 1988, between the Company and Stinson, Inc. E. Operating Leases Related to National Steel Pellet Company Equipment
H-3
H-4 Exhibit I Attachment A to Schedule 7.16 to the Purchase Agreement is hereby amended to include the following item:
Attachment B to Schedule 7.16 to the Purchase Agreement is hereby amended to include the following item:
I-1 Exhibit J Schedule 10.1(c) to the Purchase Agreement is hereby amended to include the following items: National Steel Pellet Company 1. The taconite Maximum Achievable Control Technology standard, as proposed by EPA on December 18, 2002, would require an upgrade to NSPC's waste gas dust control system. 2. In November 2000, NSPC was contacted by the City of Hibbing regarding drums found on property formerly owned by the Hanna Ore Mining Company. NSPC notified the City and the Minnesota Pollution Control Agency ("MPCA") that subsequent sampling revealed no contamination and to date, no further action has been taken against NSPC. 3. In June 1981, NSPC provided notice to EPA pursuant to section 103(c) of the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, 42 U.S.C. Section 9601 et seq., ("CERCLA"), that approximately 70,000 gallons of open gear lubricants containing between 1% and 2% lead had been disposed in stockpiles throughout NSPC's property. 4. In October 1999, the EPA Region V Office issued an Information Request to NSPC seeking records relating to production rates, fuel usage, physical changes and changes in the method of operation of NSPC facilities since 1978. NSPC responded to the Request in December 1999 and has received no further communication from EPA regarding this request. 5. NSPC has experienced periodic exceedances of its turbidity limit at Outfall 050. 6. In August 2002, the MPCA issued an Administrative Penalty Order to NSPC for tailings basin fugitive dust emissions. Due to unseasonable weather conditions, NSPC continues to experience fugitive dust incidents in the area of its tailings basins, and although no further penalties have been assessed by MPCA, NSPC has received numerous complaints from local residents regarding property damage stemming from these emissions. 7. NSPC's Title V Air Permit requires NSPC to do air modeling for particulate matter. While NSPC has been advised by the state that this modeling is not required despite the permit condition, should the state subsequently elect to enforce this requirement, there is the potential that modeling would not show compliance with the established ambient air standard. J-1 Exhibit K Schedule 5.1 of the Disclosure Schedule is hereby amended to include the following items:
K-1 Exhibit L Section I of Schedule 5.4 of the Disclosure Schedule is hereby amended to include the following items: 57. Agreement between National Steel Pellet Company and Entek IRD International Corp. 58. Software License and Support Agreement between National Steel Pellet Company and Dingo Software Pty. Ltd. 59. Program License and Limited Warranty between National Steel Pellet Company and Thunderbird Pacific Corporation 60. License Agreement (TAPIT) between National Steel Pellet Company and TRISYS Inc. 61. License Agreement between National Steel Pellet Company and Symantec Corporation 62. License Agreement between National Steel Pellet Company and T.L. Ashford & Associates, Inc. 63. End User License Agreement between National Steel Pellet Company and WRQ, Inc. 64. Software License Agreements (AutoCAD, VoloView) between National Steel Pellet Company and Autodesk, Inc. 65. Master Agreement for Products and Services between National Steel Pellet Company and Norstan Communications, Inc. 66. Software License Agreement between National Steel Pellet Company and Kronos Inc. 67. License Agreement between National Steel Pellet Company and Trimble 68. Master Licence Agreement between National Steel Pellet Company and Gemcom 69. Agreement, dated February 2, 1990, between National Steel Pellet Company and Gray-Soft, Inc. 70. Agreement between National Steel Pellet Company and Gray-Soft, Inc. 71. End User License Agreement between National Steel Pellet Company and Modular Mining Systems, Inc. 72. Software License Agreement between National Steel Pellet Company and Primavera Systems, Inc. 73. License Agreement between National Steel Pellet Company and Visual Numerics, Inc. 74. Software License Agreement, dated December 29, 1998, between National Steel Pellet Company and Hyperion Solutions Corporation, including amendment thereto 75. End-User Software License Agreement, dated May 28, 1999, between National Steel Pellet Company and Gensym Corporation 76. Software License Agreement between National Steel Pellet Company and Matrikon Inc. L-1 Section II of Schedule 5.4 of the Disclosure Schedule is hereby amended to include the following items: 28. Software License Agreement between National Steel Pellet Company and Split Engineering, LLC 29. License Agreement between National Steel Pellet Company and Crystal Decisions, Inc. 30. Software License, Services and Maintenance Agreement between National Steel Pellet Company and J.D. Edwards World Solutions Company 31. Limited Use Software License Agreement between National Steel Pellet Company and Lucent Technologies 32. License Agreement between National Steel Pellet Company and Xerox Corporation 33. End-User License Agreements between National Steel Pellet Company and Intellution 34. Software License Agreements between National Steel Pellet Company and Caterpillar Inc. 35. License Agreement between National Steel Pellet Company and Help/Systems 36. Software License Agreement between National Steel Pellet Company and Schneider Automation Inc. 37. Software License Agreement, dated December 9, 1999, between Klinge & Co Pty Ltd and Michelin North America, for equipment located at National Steel Pellet Company Section III of Schedule 5.4 of the Disclosure Schedule is hereby amended to include the following items: 9. Master License Agreement, dated February 21, 1995, between National Steel Pellet Company and Marcam Corporation Section IV of Schedule 5.4 of the Disclosure Schedule is hereby amended to include the following items: 10. Agreement between National Steel Pellet Company and Ban-Koe Companies 11. Open License Agreements between National Steel Pellet Company and Microsoft Corp. 12. Software License Agreement between National Steel Pellet Company and Rasterex (International) a.s 13. Software License Agreement between National Steel Pellet Company and Adaptec, Inc. Section V of Schedule 5.4 of the Disclosure Schedule is hereby amended to include the following items: L-2 18. Software License Agreement (WeatherLink) between National Steel Pellet Company and Davis Instruments Corp. 19. Software Agreement (Lotus SmartSuite) between National Steel Pellet Company and Lotus Development Corporation 20. License Agreements between National Steel Pellet Company and International Business Machines Corporation******* 21. License Agreements (Adobe Acrobat) between National Steel Pellet Company and Adobe Systems Inc. 22. Open License Agreements between National Steel Pellet Company and Microsoft Corporation***** ****** 23. License Agreement between National Steel Pellet Company and Dazzle Inc. 24. Program License Agreement between National Steel Pellet Company and IMSI 25. Software License Agreement between National Steel Pellet Company and Digital Origin 26. Software License Agreement between National Steel Pellet Company and Knowledgepoint 27. Software License Agreement (WebJetAdmin) between National Steel Pellet Company and Hewlett-Packard Company 28. Software License Agreement between National Steel Pellet Company and Wall Data Inc. 29. License Agreements between National Steel Pellet Company and Visio Corporation 30. End-User License Agreement (Visio Pro) between National Steel Pellet Company and Microsoft Corporation 31. End User License Agreement between National Steel Pellet Company and ScanSoft, Inc. 32. Customer Agreement between National Steel Pellet Company and Quadrant Software******* 33. Agreement between National Steel Pellet Company and Rockwell Software Inc.***** 34. Agreement between National Steel Pellet Company and Digital Equipment Corporation *******may require transfer with specific machine to which software is initially authorized Section VI of Schedule 5.4 of the Disclosure Schedule is hereby amended to include the following items: 4. Consent of Federal Communications Commission to transfer of Radio Station License (Call Sign WPHH785) 5. Consent of Federal Communications Commission to transfer of Radio Station Authorization (Call Sign WNRD611) 6. Consent of Federal Communications Commission to transfer of Radio Station Authorization (Call Sign KAF691) L-3 Exhibit M Schedule 5.6(a) of the Disclosure Schedule is hereby amended to include the following items: National Steel Pellet Company Proprietary Software NATIONAL STEEL PELLET COMPANY
M-1 NATIONAL STEEL PELLET COMPANY
M-2 Exhibit N Section (ii)3. of Schedule 5.6(b) of the Disclosure Schedule is hereby amended to include the following items: NATIONAL STEEL PELLET COMPANY - -------------------------------------------------------------------------------- VENDOR PRODUCT - -------------------------------------------------------------------------------- Adaptec Easy CD Pro - -------------------------------------------------------------------------------- Adobe Acrobat - -------------------------------------------------------------------------------- Media 100/Digital Origin Moto DV - -------------------------------------------------------------------------------- Autodesk AutoCAD - -------------------------------------------------------------------------------- Autodesk AutoCAD LT - -------------------------------------------------------------------------------- Autodesk AutoCAD Mechanical - -------------------------------------------------------------------------------- Autodesk VoloView - -------------------------------------------------------------------------------- Ban-Koe/ID America Group IVIS Plus - -------------------------------------------------------------------------------- Burns International Security Services - TOCO Plus Custom Application - -------------------------------------------------------------------------------- Custom Application AS/400 (various applications) - -------------------------------------------------------------------------------- Caterpillar Caterpillar Electronic Technician (Truckshop) - -------------------------------------------------------------------------------- Caterpillar - Custom Application VIMS (Truckshop) PC - -------------------------------------------------------------------------------- Davis Instruments Weatherlink - -------------------------------------------------------------------------------- Dazzle Moviestar Digital Video Creator - -------------------------------------------------------------------------------- DEC/Compaq Digital Visual Fortran - -------------------------------------------------------------------------------- Dingo Maintenance Systems FLEETOIL - -------------------------------------------------------------------------------- Entek/Rockwell Automation Odyssey with Centura for NT - -------------------------------------------------------------------------------- Freeware (protocol created by Columbia Kermit University) - -------------------------------------------------------------------------------- GemCom Surveying Software - -------------------------------------------------------------------------------- Gensym G2/GDA/NeurOn-Line Studio/Telewindows - -------------------------------------------------------------------------------- Global Atmospherics/Vaisala V.I.S. (Lightening Detection) - -------------------------------------------------------------------------------- Graysoft GS-Comm 5 - -------------------------------------------------------------------------------- Graysoft Symate Plus - -------------------------------------------------------------------------------- HC Mingham-Smith LTD Tardis Time Synchronization Software - -------------------------------------------------------------------------------- Hewlett-Packard Web Jet Administration - -------------------------------------------------------------------------------- Hyperion Pillar - -------------------------------------------------------------------------------- IBM AS/400 Client Access for Windows 95/NT - -------------------------------------------------------------------------------- IBM AS/400 Client Access Express - -------------------------------------------------------------------------------- IBM OS/400 - -------------------------------------------------------------------------------- IMSI People Scheduler - -------------------------------------------------------------------------------- Intellution/GE Fanuc Automation Fix32 - -------------------------------------------------------------------------------- Intellution/GE Fanuc Automation PlantTV - -------------------------------------------------------------------------------- Invensys Avantis.XA - -------------------------------------------------------------------------------- J.D. Edwards J.D. Edwards Financials - -------------------------------------------------------------------------------- N-1 NATIONAL STEEL PELLET COMPANY - -------------------------------------------------------------------------------- VENDOR PRODUCT - -------------------------------------------------------------------------------- Klinge Total Tyre Control - -------------------------------------------------------------------------------- Knowledge Point Descriptions Now - -------------------------------------------------------------------------------- Knowledge Point Performance Now - -------------------------------------------------------------------------------- Kronos Workforce Central - -------------------------------------------------------------------------------- Lotus/IBM SmartSuite 97 - -------------------------------------------------------------------------------- Lotus/IBM SmartSuite Millenium - -------------------------------------------------------------------------------- Lucent Terranova ECS Administration - -------------------------------------------------------------------------------- Matrikon G2-Fix Bridge - -------------------------------------------------------------------------------- Microsoft Exchange Server - -------------------------------------------------------------------------------- Microsoft Internet Explorer - -------------------------------------------------------------------------------- Microsoft Office 97 Professional - -------------------------------------------------------------------------------- Microsoft Office 97 Standard - -------------------------------------------------------------------------------- Microsoft Office 2000 Premium - -------------------------------------------------------------------------------- Microsoft Office 2000 Professional - -------------------------------------------------------------------------------- Microsoft Project - -------------------------------------------------------------------------------- Microsoft SQL Server - -------------------------------------------------------------------------------- Microsoft Visual InterDev - -------------------------------------------------------------------------------- Microsoft Visual Studio 97 - -------------------------------------------------------------------------------- Microsoft Windows 95 - -------------------------------------------------------------------------------- Microsoft Windows 95 OSR2 - -------------------------------------------------------------------------------- Microsoft Windows 98 - -------------------------------------------------------------------------------- Microsoft Windows 2000 - -------------------------------------------------------------------------------- Microsoft Windows NT Server/2000 Server - -------------------------------------------------------------------------------- Microsoft Windows NT Workstation - -------------------------------------------------------------------------------- Modular Mining Solaris-Backup (Dispatch) - -------------------------------------------------------------------------------- Modular Mining Solaris-Control (Dispatch) - -------------------------------------------------------------------------------- Oil Analysis Lab Inc. - Custom Application OILDATA - -------------------------------------------------------------------------------- PERI/Split Engineering - Custom Application Split OnLine - -------------------------------------------------------------------------------- Primavera SureTrak - -------------------------------------------------------------------------------- Quadrant Software Fast Fax/Blue - -------------------------------------------------------------------------------- Quadtec - Custom Application Quadtec Spyrometer - -------------------------------------------------------------------------------- RangeOneGroup - Custom Application DrawDocs - -------------------------------------------------------------------------------- Rasterex RxView/RxHighlight/RxIndex - -------------------------------------------------------------------------------- Rockwell RS Linx - -------------------------------------------------------------------------------- Schneider Electric Quantum Concept XL - Modicon - -------------------------------------------------------------------------------- Seagate Crystal Reports Professional - -------------------------------------------------------------------------------- Siemens Phone Mail System - -------------------------------------------------------------------------------- Sophisticated Circuits Kick-Off - -------------------------------------------------------------------------------- SquareD/Schneider Electric SyMate Plus - -------------------------------------------------------------------------------- N-2 NATIONAL STEEL PELLET COMPANY - -------------------------------------------------------------------------------- VENDOR PRODUCT - -------------------------------------------------------------------------------- Symantec Norton Antivirus Corporate Edition - -------------------------------------------------------------------------------- Symantec PC Anywhere - -------------------------------------------------------------------------------- Symantec Win Fax Pro - -------------------------------------------------------------------------------- SynApp North - Custom Application MSDS - -------------------------------------------------------------------------------- SynApp North - Custom Application Web Log - -------------------------------------------------------------------------------- Texas Nuclear/TN Technologies/Thermo CALIB.EXE (NOLA) MeasureTech - Custom Application - -------------------------------------------------------------------------------- Texas Nuclear/TN Technologies/Thermo NALA.EXE MeasureTech - Custom Application - -------------------------------------------------------------------------------- Texas Nuclear/TN Technologies/Thermo NOLA 1.9.2 TN Tech. 1994 Measure Tech - Custom Application - -------------------------------------------------------------------------------- Thunderbird Pacific Corp. - Custom Stratalogger Application - -------------------------------------------------------------------------------- Trisys Tapit 2000 - -------------------------------------------------------------------------------- Trisys Tapit EX - -------------------------------------------------------------------------------- T.L. Ashford T.L. Ashford Barcoding - -------------------------------------------------------------------------------- Trimble Trimble Office - -------------------------------------------------------------------------------- Trimble Trimble Survey - -------------------------------------------------------------------------------- Visio/Microsoft Visio Professional - -------------------------------------------------------------------------------- Visio/Microsoft Visio Standard - -------------------------------------------------------------------------------- Visio/Microsoft Visio Technical - -------------------------------------------------------------------------------- Wall Data Rumba 2000 for MS SNA - -------------------------------------------------------------------------------- WEW Associates - Custom Application NATIONAL.EXE - -------------------------------------------------------------------------------- WRQ Reflection X - -------------------------------------------------------------------------------- Xerox Centre Ware - -------------------------------------------------------------------------------- Xerox Text Bridge Pro - -------------------------------------------------------------------------------- N-3 Exhibit O Schedule 5.7 of the Disclosure Schedule is hereby amended to include the following items: Minnesota OSHA matters - National Steel Pellet Company
O-1 Exhibit P Schedule 5.8(a) of the Disclosure Schedule is hereby amended to include the following items: National Steel Pellet Company Owned Real Property 1. All lands owned in fee by the Company, National Steel Pellet Company and Hanna Ore Mining Company in and near Keewatin, Minnesota and used in connection with the operation of the National Steel Pellet Company Taconite Plant located in both Itasca County, Minnesota and St. Louis County, Minnesota and in Townships Fifty-six (56) and Fifty-seven (57) North, Range Twenty-one (21) and Twenty-two (22) West. National Steel Pellet Company Leased Real Property 1. Mississippi #1 Mine Lease (No. 2095-N), dated October 3, 1960, between National Steel Pellet Company and the State of Minnesota, including amendments thereto 2. Stein Mine Lease (No. 3097-N), dated June 3, 1993, between National Steel Pellet Company and the State of Minnesota, including amendment thereto 3. Mesabi Chief Mine Lease (No. 3098-N), dated June 3, 1993, between National Steel Pellet Company and the State of Minnesota, including amendment thereto 4. Mississippi #2 Mine Lease (No. 3099-N), dated June 3, 1993, between National Steel Pellet Company and the State of Minnesota, including amendment thereto 5. Bennett Mine Lease, effective as of January 1, 1966, between Keewatin Mining Company and the Company and Amended and Restated Bennett Mine Operating Agreement, effective as of July 1, 1994, between Keewatin Company and the Company. 6. Russell Mine Lease, effective as of January 1, 1966, as amended on January 1, 1970 and Amended and Restated Russell Mine Operating Agreement, effective as of July 1, 1994, between Sargent Land Company Limited Partnership and the Company. 7. Russell Annex Lease, effective as of January 1, 1966, between the Trustees of the Trust known as Great Northern Iron Ore Properties, Trustees of the Trust of James G. Bennett 1944 Mineral Interests, J. M. Longyear Heirs and the Company and the Amended and Restated Russell Annex Operating Agreement, effective July 1, 1994, between the Trustees of the Trust known as Great Northern Iron Ore Properties, J. M. Longyear Heirs, A Limited Partnership and the Company, as amended by the Letter of Intent, dated February 13, 1996. 8. Pooling Agreement, effective as of January 1, 1966, between Sargent Land Company, Hanna Ore Mining Company, The Hanna Mining Company, Butler Brothers and the Company. 9. South Stevenson Mine Lease, effective April 1, 1966, between Great Northern Iron Properties and the Company and South Stevenson Operating Agreement, effective April 1, 1966, between Great Northern Iron Properties and the Company, including amendments thereto. P-1 10. Bennett Annex Lease, dated October 12, 1965, between Great Northern Iron Ore Properties and the Company. 11. Carmi-Campbell Lease and Operating Agreement, dated July 1, 1959, between Great Northern Iron Ore Properties and The Hanna Mining Company, including amendments thereto and Assignment and Assumption Agreement, dated January 12, 1988, between M.A. Hanna Company, formerly The Hanna Mining Company, and Hanna Iron Ore Division of the Company. 12. Indenture of Lease (Grant Mine), dated April 1, 1962, between Great Northern Iron Ore Properties and The Hanna Mining Company and Operating Agreement (Grant Mine), dated April 1, 1962, between Great Northern Iron Ore Properties and The Hanna Mining Company, including amendments thereto and Sublease of Indenture of Lease (Grant Mine), dated January 1, 1975, between The Hanna Mining Company and National Steel Pellet Company. 13. Northern Pacific Railway Company Mining Lease, effective January 1, 1966, between Northern Pacific Railway Company and Hanna Ore Mining Company and Sublease of Northern Pacific Railway Company Mining Lease, dated February 26, 1979, between Hanna Ore Mining Company and National Steel Pellet Company. 14. Indenture of Sublease (Ontario Reserve Sublease), dated May 1, 1981, between Bethlehem Hibbing Corporation, Pickands Mather & Co., Ontario Hibbing Company, Hibbing Development Company and the Company and Sublease of the Indenture of Sublease, dated October 6, 1981, between the Company and National Steel Pellet Company 15. St. Paul Day Lease, dated January 1, 1966, between National Realty Company, The Henapeg Company, the Executors of the Estate of Herbert W. Rogers, Catherine Wallin and Theodore F.J. Wallin, Irma McCall, Ada Adair Willard, Paul D. Willard, Jr. and Leone Willard, Jean Adair Wortz and James M. Wortz, Fred B. Day and Ruth L. Day, Evelyn A. Day, Elizabeth Solberg Mohr and G.E. Mohr, Catherine Solberg DeJarlais and E.E. DeJarlais, Margaret Solberg Sell and Charles A. Sell, Janet D. Lee and Richard Lee, Diane D. Vessey and Jerry Vessey, Kathleen Elizabeth Day, Philip Bradley Theisen and Jane Theisen, Thomas George Theisen and Donna Theisen, John Hayne Day, Barbara Mary Day, Robert Christopher Day, Mary M. Henschel and William Henschel, Elizabeth M. Curtis and Carl F. Curtis, Patricia Ann Paczesniak and Brian A. Paczesniak, Shirley C. Carlson and Duane Carlson and Hanna Ore Mining Company. 16. Amended Sargent Mine Lease, dated June 3, 1973, between Sargent Land Company and Hanna Ore Mining Company and Sargent Mine Operating Agreement, effective January 1, 1970, between Sargent Land Company and Hanna Ore Mining Company, including amendments thereto. 17. Great Northern Pooling Agreement, dated July 11, 1963, between Great Northern Iron Ore Properties and the Company. 18. Mining Lease of the Stevenson Mine, effective January 1, 1961, between Great Northern Iron Ore Properties and the Company and Mining Lease of the Stevenson Addition Mine, effective January 1, 1961, between Great Northern Iron Ore Properties and the Company and Mining Lease of the Section 18 Mine, P-2 effective January 1, 1961, between Great Northern Iron Ore Properties and the Company and Mining Lease of the Section 18 Extension Mine, effective January 1, 1961, between Great Northern Iron Ore Properties and the Company and Mining Lease of the Mississippi #3 Mine, effective January 1, 1961, between Great Northern Iron Ore Properties and the Company and the Operating Agreement, effective January 1, 1961, between Great Northern Iron Ore Properties, Hanna Ore Mining Company and the Company, including amendments thereto. 19. Sublease of Bennett Annex Mine Lease, Russell Mine Lease, Bennett Mine Lease, Russell Annex Lease, South Stevenson Mine Lease, Section 18 Mine Lease, Section 18 Extension Mine Lease, Stevenson Mine Lease and Stevenson Addition Mine Lease, dated January 1, 1975, between the Company and National Steel Pellet Company. P-3 Exhibit Q Schedule 5.10(a)(i) of the Disclosure Schedule is hereby amended include the following items:
Q-1 Exhibit R Section 5 of Schedule 5.11 of the Disclosure Schedule is hereby amended and restated in its entirety to read as follows: 5. Employee Grievance Claims (as of September 30, 2002):
Section 6 of Schedule 5.11 of the Disclosure Schedule is hereby amended and restated in its entirety to read as follows: 6. Workers' Compensation Claims (as of September 30, 2002):
R-1 Exhibit S Schedule 5.13 of the Disclosure Schedule is hereby amended to include the following items: NATIONAL STEEL PELLET COMPANY TYPE OF LITIGATION PLAINTIFF - -------------------------------------------------------------------------------- Human Resources D. Johnson - -------------------------------------------------------------------------------- Personal Injury Christensen - -------------------------------------------------------------------------------- Commercial Bigelow - -------------------------------------------------------------------------------- Environmental City of Hibbing - -------------------------------------------------------------------------------- S-1 Exhibit T Section I.B of Schedule 5.14 of the Disclosure Schedule is hereby amended and restated in its entirety to read as follows: B. Significant Suppliers 1. 2001 Significant Suppliers RANK SUPPLIER -------------------------------------------------- 1 EES Coke Battery Company, Inc. -------------------------------------------------- 2 Precoat Metals -------------------------------------------------- 3 Jewell Coke Co., LP -------------------------------------------------- 4 Tube City, Inc. -------------------------------------------------- 5 The Detroit Edison Company -------------------------------------------------- 6 Burlington Northern Railroad Company -------------------------------------------------- 7 Norfolk Southern Railway Company -------------------------------------------------- 8 Ontario Hibbing Company -------------------------------------------------- 9 Catex Energy Inc. -------------------------------------------------- 10 Minnesota Power -------------------------------------------------- 2. 2002 Significant Suppliers (YTD September 30, 2002) RANK SUPPLIER --------------------------------------------------------------- 1 EES Coke Battery Company, Inc. --------------------------------------------------------------- 2 Precoat Metals --------------------------------------------------------------- 3 Tube City, Inc. --------------------------------------------------------------- 4 Burlington Northern Railroad Company --------------------------------------------------------------- 5 US Steel Corporation --------------------------------------------------------------- 6 The Detroit Edison Company --------------------------------------------------------------- 7 Norfolk Southern Railway Company --------------------------------------------------------------- 8 Big River Zinc Corp. --------------------------------------------------------------- 9 AEP Energy Services, Inc. --------------------------------------------------------------- 10 Minnesota Power --------------------------------------------------------------- T-1 Exhibit U SCHEDULE 5.15 ACCOUNTS RECEIVABLE AS OF NOVEMBER 30, 2002
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U-15 PROCOIL CORPORATION 30-Nov-02
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U-17 Exhibit V Section (iii) of Schedule 5.18 of the Disclosure Schedule is hereby amended to include the following items: 26. Electric Service Agreement, dated March 12, 1975, between the Company, National Steel Pellet Company and Minnesota Power & Light Company, including amendments thereto Section (iv) of Schedule 5.18 of the Disclosure Schedule is hereby amended to include the following items: 21. Electric Service Agreement, dated March 12, 1975, between the Company, National Steel Pellet Company and Minnesota Power & Light Company, including amendments thereto 22. Gas Operations Program Agreement, effective November 1, 2002, between National Steel Pellet Company and Cornerstone Energy, Inc. 23. Mississippi #1 Mine Lease (No. 2095-N), dated October 3, 1960, between National Steel Pellet Company and the State of Minnesota, including amendments thereto 24. Stein Mine Lease (No. 3097-N), dated June 3, 1993, between National Steel Pellet Company and the State of Minnesota, including amendment thereto 25. Mesabi Chief Mine Lease (No. 3098-N), dated June 3, 1993, between National Steel Pellet Company and the State of Minnesota, including amendment thereto 26. Mississippi #2 Mine Lease (No. 3099-N), dated June 3, 1993, between National Steel Pellet Company and the State of Minnesota, including amendment thereto 27. Bennett Mine Lease, effective as of January 1, 1966, between Keewatin Mining Company and the Company and Amended and Restated Bennett Mine Operating Agreement, effective as of July 1, 1994, between Keewatin Company and the Company. 28. Russell Mine Lease, effective as of January 1, 1966, as amended on January 1, 1970 and Amended and Restated Russell Mine Operating Agreement, effective as of July 1, 1994, between Sargent Land Company Limited Partnership and the Company. 29. Russell Annex Lease, effective as of January 1, 1966, between the Trustees of the Trust known as Great Northern Iron Ore Properties, Trustees of the Trust of James G. Bennett 1944 Mineral Interests, J. M. Longyear Heirs and the Company and the Amended and Restated Russell Annex Operating Agreement, effective July 1, 1994, between the Trustees of the Trust known as Great Northern Iron Ore Properties, J. M. Longyear Heirs, A Limited Partnership and the Company, as amended by the Letter of Intent, dated February 13, 1996. V-1 30. Pooling Agreement, effective as of January 1, 1966, between Sargent Land Company, Hanna Ore Mining Company, The Hanna Mining Company, Butler Brothers and the Company. Section (v) of Schedule 5.18 of the Disclosure Schedule is hereby amended to include the following items: 6. National Steel Pellet Company a. Sellers are parties to contracts for industrial maintenance services with the following entities: . OSI . Safety-Kleen . Rapid Tooter b. Sellers are parties to contracts for waste and hazardous substance management services, including disposal, with the following entities: . Bougalis & Sons Construction . Lighting Unlimited . Lamb Composting . Envirobate . Recyclights . Wenzel Construction . Minnesota Power Section (vi)(c) of Schedule 5.18 of the Disclosure Schedule is hereby amended to include the following item: 19. National Steel Pellet Company - Local Union 2660 of USWA - 8/1/99. Termination Date: August 1, 2004 Section (viii) of Schedule 5.18 of the Disclosure Schedule is hereby amended to include the following items: 14. Lease agreement for National Steel Pellet Wheel Loader, dated July 26, 1999, between the Company and GE Capital. 15. Lease agreement for National Steel Pellet Haul Truck, dated April 28, 2000, between the Company and GE Capital. 16. Lease agreement for National Steel Pellet Hydraulic Shovel, dated April 3, 2001, between the Company and GE Capital. 17. Lease agreement for National Steel Pellet Hydraulic Shovel and Haul Truck, dated April 9, 1999, between the Company and Comerica Leasing. 18. Lease agreement for National Steel Pellet Haul Truck, dated May 7, 1999, between the Company and Comerica Leasing. 19. Lease agreement for National Steel Pellet Wheel Loader, dated March 15, 2000, between the Company and Heller Financial. V-2 Schedule 5.18 of the Disclosure Schedule is hereby amended to include the following new Section (x): (x) National Steel Pellet Company Loans 1. Loan agreement, dated October 30, 1996, between National Steel Pellet Company and the Office of the Commissioner of Iron Range Resources and Rehabilitation, including amendments and related documents. 2. Promissory Note, dated June 11, 1996, between the Company and the City of Keewatin. V-3 Exhibit W Schedule 5.19 of the Disclosure Schedule is hereby amended to include the following items: National Steel Pellet Company Permits 1. Radio Station License (Call Sign WPHH785), issued March 22, 2000, to National Steel Pellet Company by the Federal Communications Commission 2. Radio Station Authorization (Call Sign WNRD611), granted September 9, 1998, to National Steel Pellet Company by the Federal Communications Commission 3. Radio Station Authorization (Call Sign KAF691), granted February 28, 2002, to National Steel Pellet Company by the Federal Communications Commission NATIONAL STEEL PELLET COMPANY
W-1 NATIONAL STEEL PELLET COMPANY
W-2 Exhibit X Section II of Schedule 5.20 of the Disclosure Schedule is hereby amended to include the following items: National Steel Pellet Company 1. The taconite Maximum Achievable Control Technology standard, as proposed by EPA on December 18, 2002, would require an upgrade to NSPC's waste gas dust control system. 2. In November 2000, NSPC was contacted by the City of Hibbing regarding drums found on property formerly owned by the Hanna Ore Mining Company. NSPC notified the City and the Minnesota Pollution Control Agency ("MPCA") that subsequent sampling revealed no contamination and to date, no further action has been taken against NSPC. 3. In June 1981, NSPC provided notice to EPA pursuant to section 103(c) of the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, 42 U.S.C. Section 9601 et seq., ("CERCLA"), that approximately 70,000 gallons of open gear lubricants containing between 1% and 2% lead had been disposed in stockpiles throughout NSPC's property. 4. In October 1999, the EPA Region V Office issued an Information Request to NSPC seeking records relating to production rates, fuel usage, physical changes and changes in the method of operation of NSPC facilities since 1978. NSPC responded to the Request in December 1999 and has received no further communication from EPA regarding this request. 5. NSPC has experienced periodic exceedances of its turbidity limit at Outfall 050. 6. In August 2002, the MPCA issued an Administrative Penalty Order to NSPC for tailings basin fugitive dust emissions. Due to unseasonable weather conditions, NSPC continues to experience fugitive dust incidents in the area of its tailings basins, and although no further penalties have been assessed by MPCA, NSPC has received numerous complaints from local residents regarding property damage stemming from these emissions. 7. NSPC's Title V Air Permit requires NSPC to do air modeling for particulate matter. While NSPC has been advised by the state that this modeling is not required despite the permit condition, should the state subsequently elect to enforce this requirement, there is the potential that modeling would not show compliance with the established ambient air standard. 8. All other potential violations, releases, and areas of contamination referenced in the Draft Environmental Due Diligence Assessment of National Steel Pellet Company, Keewatin, Minnesota, Prepared by ENSR, July 2002, Document No. 06975-293-208 X-1