PURCHASE ORDER FIRM PRICING AGREEMENT FOR ARCELORMITTAL COMPANIES IN THE USA (AMUSA 113) (February 2013) THIS PURCHASE ORDER FIRM PRICING AGREEMENT ("Pricing Agreement") is made this, between (Date) Full Legal Name of seller ( Seller ) State of Incorporation Full Legal Name of ArcelorMittal Company ( Buyer ) State of Incorporation Address of Seller Address of Buyer Seller Signature Buyer Signature - Procurement Buyer Signature - Operations Title Printed Title Printed Title Printed Officer Name-Printed Name Printed Name Printed NOW THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged, intending to be legally bound, Buyer and Seller agree as follows: 1. TERM. The term of this Pricing Agreement shall be for the period starting on, and ending on. This Pricing Agreement shall renew automatically for terms of equal duration thereafter unless either party hereto provides the other party with a written notification not to renew this Pricing Agreement no later than 90 Days prior to the end of the then-current term. 2. PRODUCTS AND PRICING. (a) Supply and Purchase. This Purchase Order Pricing Agreement contains provisions of general applicability to purchases of certain products undertaken by any AM Company listed in Appendix A (AMUSA and any of the companies listed in Appendix A being an AM Buyer ). During this Pricing Agreement, Seller shall offer to sell to any AM Buyer the products ( Products ) at the prices ("Pricing") set forth in Appendix B. Pricing may include one or more specific prices, pricing formulae, discount formulae, references to paper or electronic catalogues or ordering media and other such price-related information, or any combination thereof. Orders for Products issued by AM Buyers before the termination or expiration of this agreement shall be completed pursuant to the terms of this agreement. Neither Buyer nor any AM Buyer shall have any obligation to purchase exclusively from Seller and there is no volume commitment or exclusivity obligation for Buyer or any AM Buyer. (b) Amendments to Appendices. Appendices may be amended only upon the mutual written agreement of both Seller and Buyer, which mutual written agreement may be evidenced in any customary and verifiable manner, including but not limited to (i) Seller sending to Buyer a proposed revised Appendix suitably identifying all changes from the then-current corresponding Appendix and designating the proposed revised Appendix with a revision date and/or revision number, followed by (ii) Buyer responding in writing that the proposed revision to the Appendix is acceptable to Buyer (with Buyer's failure to respond NOT constituting acceptance). In the absence of the mutual written agreement of both Seller and Buyer to an amendment to the Appendices, all then-current Appendices, including but not limited to the content of any Pricing in the form of references to other documents or media, shall continue for the term of this Pricing Agreement. 3. PURCHASE PROCEDURES. If an AM Buyer decides to purchase Products, which decision(s) shall be made in AM Buyer's sole discretion and without any obligations or limitations whatsoever under this Pricing Agreement regarding the purchase of Products, AM Buyer shall submit one or more purchase orders to Seller from time to time 1
(an Order ). Order(s) may be made via mail, facsimile, e-mail or over the Internet through Seller s website. Unless the AM Buyer associated with a particular Order is Buyer, Buyer shall not be liable or responsible to the Supplier for an AM Buyer s failure to pay for Services or for any other AM Buyer s default or breach of this Agreement. The liabilities of each AM Buyer arising out of or in connection with this Agreement shall be several and not joint, nor joint and several. This Pricing Agreement shall not be binding unless fully executed by the parties (including dual signatures by Buyer). 4. TERMS AND CONDITIONS; SAFETY; INSURANCE. The General Purchasing Conditions for Purchase of Goods or Services or Both Goods and Services(AMUSA-100), as amended from time to time (the "AMUSA-100 General Terms ), accessible at: http://www.mittalsteel.com/facilities/americas/mittal+steel+usa/procurement/terms+and+conditions.htm, are incorporated into this Agreement and all Orders issued by any AM Buyer. Seller will also comply with the Service Level Agreement, if any, attached as Appendix C. No terms and conditions contained in order confirmations or order acknowledgments, prior offers or any other document issued by Seller shall be binding on the Buyer, even if they have not been expressly rejected. In connection only with any services provided on an AM Buyer's premises, the following shall apply: Seller shall strictly comply with the Contractor Safety, Health and Environmental Handbook (the Safety Handbook") and Truckload Carrier Safety Standard, accessible at the website referenced above and any other applicable safety codes or procedures in place at and provided in writing to Seller for AM Buyer's premises where the services are performed. 5. NOTICES. Unless otherwise specified herein, any notices or other communications required under this Pricing Agreement must be in writing and shall be deemed to have been fully given (i) upon personal delivery or facsimile transmittal evidencing receipt, (ii) on the next business day after being sent via a nationally recognized overnight courier service, or (iii) on receipt after dispatch by United States registered or certified mail, postage prepaid, via the United States Postal Service. All required notices and communications shall be addressed as follows: (a) If to Buyer: ArcelorMittal USA LLC 3300 Dickey Road East Chicago, Indiana 46312 Attention: Vice President of Procurement and Supply Chain and by Email to: AMUSAPurchasing.ContractAdministration@arcelormittal.com With a copy to: ArcelorMittal USA LLC 1 South Dearborn, 19 th Floor Chicago, Illinois 60603 Attention: General Counsel and by Email to: AMUSALawDepartment@arcelormittal.com (b) If to Seller: 6. COSTS OF IMPLEMENTATION. Unless otherwise agreed in writing, the costs of implementing this Pricing Agreement shall be for Seller's account. IN WITNESS WHEREOF, Buyer and Seller have each executed this Pricing Agreement by causing its their authorized representative(s) to affix their signature(s) above. 2
Exhibit A Current AM Buyers (AM = ArcelorMittal) ENTITY NAME ADDRESS STATE OF INCORPORATION AM Burns Harbor LLC 250 West US Highway 12, Burns Harbor, IN 46304 Delaware AM Cleveland LLC 3060 Eggers Road, Cleveland, OH 44105 Delaware AM Columbus LLC 1800 Watkins Road, Columbus, OH 43207 Delaware AM Georgetown Inc. 420 S. Hazard Street, Georgetown, SC 29440-4725 Delaware AM Hennepin LLC 10726 Steel Drive, Rt. 71 & 1-80, Hennepin, IL 61327 Delaware AM Indiana Harbor LLC 3001 Dickey Road, East, Chicago, IN 46312 Delaware AM Lackawanna LLC 3175 Lakeshore Road, Blasdell, NY 14219 Delaware AM LaPlace LLC 138 Highway 3217, LaPlace, LA 70068 Delaware AM Minorca Mine Inc. 5950 Old Hwy, 53, Virginia, MN 55792 Delaware AM Monessen LLC One South Dearborn, Chicago, IL 60603 Delaware AM Plate LLC 139 Modena Road, Coatesville, PA 19320 Delaware AM Riverdale LLC 13500 S. Perry Avenue, Riverdale, IL 60627 Delaware AM South Chicago & Indiana One South Dearborn, Chicago, IL 60603 Delaware Harbor Railway Inc. AM Steelton LLC 215 South Front Street, Steelton, PA 17113 Delaware AM USA LLC One South Dearborn, Chicago, IL 60603 Delaware AM Vinton LLC 350 North St. Paul Street, Dallas, TX 75201 Texas AM Weirton LLC 100 Pennsylvania Avenue, Weirton, WV 26062 Delaware Burnham Trucking One South Dearborn, Chicago, IL 60603 Delaware Company Inc. Concept Mining Inc. 5400 D. Big Tyler Road, Charleston-McDowell, WV 25313 West Virginia I/N Kote LP 30755 Edison Road, New Carlisle, IN 46552 Delaware I/N Tek LP 30755 Edison Road, New Carlisle, IN 46552 Delaware July Products, LLC One South Dearborn, Chicago, IL 60603 Delaware Mid Vol Coal Sales, Inc. 640 Clover Dew Dairy Road, Princeton, WV 24619 West Virginia Mittal Steel USA - Railways Inc. One South Dearborn, Chicago, IL 60603 Delaware AM Coal Group USA, LLC One South Dearborn, Chicago, IL 60603 Delaware AM Pristine Resources LLC One South Dearborn, Chicago, IL 60603 Delaware Black Wolf Mining Company 5400 D. Big Tyler Road, Charleston-McDowell, WV 25313 West Virginia Extra Energy, Inc. 640 Clover Dew Dairy Road, Princeton, WV 24619 West Virginia Imperial Resources, LLC 640 Clover Dew Dairy Road, Princeton, WV 24619 West Virginia ISG Technologies Inc. One South Dearborn, Chicago, IL 60603 Delaware Prime Processing, Inc. 640 Clover Dew Dairy Road, Princeton, WV 24619 West Virginia Tecumseh Redevelopment Inc. One South Dearborn, Chicago, IL 60603 Delaware The Ridge Land Company 640 Clover Dew Dairy Road, Princeton, WV 24619 West Virginia Twin State Mining, Inc. 640 Clover Dew Dairy Road, Princeton, WV 24619 West Virginia XMV, Inc. 5400 D. Big Tyler Road, Charleston-McDowell, WV 25313 West Virginia
APPENDIX B: PRODUCTS & PRICING
Appendix C: Service Level Agreement