Exhibit 10(a)
CONFIDENTIAL TREATMENT
CLEVELAND-CLIFFS INC HAS REQUESTED THAT THE
MARKED PORTIONS OF THIS DOCUMENT BE ACCORDED
CONFIDENTIAL TREATMENT PURSUANT TO RULE 24b-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
PELLET SALE AND PURCHASE AGREEMENT
THIS AGREEMENT (this "AGREEMENT") is entered into, dated and effective as of January 31, 2002, by and
among THE CLEVELAND-CLIFFS IRON COMPANY, an Ohio corporation ("CCIC"), CLIFFS MINING
COMPANY, a Delaware corporation ("CMC") NORTHSHORE MINING COMPANY, a Delaware
corporation ("NORTHSHORE"; CCIC, CMC and Northshore, collectively, "CLIFFS") and ALGOMA STEEL
INC., an Ontario corporation ("ALGOMA"). Capitalized terms used herein and not defined in context have the
respective meanings given to them or cross-referenced in Section 1.
RECITALS
WHEREAS, concurrently with the execution and delivery of this Agreement, Algoma, Cannelton Iron Ore
Company ("CANNELTON"), CCIC and Cliffs TIOP, Inc. ("TIOP") are entering into that Purchase and Sale
Agreement ("PSA") pursuant to which TIOP is to acquire Cannelton's 45% membership interest in Tilden Mining
Company L.C. ("TILDEN") (the date such acquisition occurs, the "CLOSING DATE"); and
WHEREAS, Algoma desires to purchase from Cliffs, and Cliffs desires to sell to Algoma, a tonnage of Cliffs
Pellets equal to Algoma's Annual Requirements from and after the Closing Date;
AGREEMENTS
NOW, THEREFORE, in consideration of the premises, their mutual covenants and other good and valuable
consideration the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1. DEFINITIONS.
(a) "BUSINESS DAY" means any day on which banks in Cleveland, Ohio or Toronto, Ontario are not permitted
or required by law to be closed for business.
(b) "COMPOSITE INDEX" means, for any year, the sum of:
(i) [* * * *] multiplied by a fraction, the numerator of which is the [* * * *] for such year, and the denominator of
which is the [* * * *]; plus
(ii) [* * * *] multiplied by a fraction, the