0

0

C

0

0

C

Z)

—

—

w

0

a,

Cl)

4)

•0

I-

---

ç

Lkc”)

STEELMAXJNC

SLAG

FINES

SALES

AGREEMENT

THIS

STEELMMaIG

SLAG

FINES

SAUS

AG

EMENT

(“Agreement”)

made

effective

the

27th

day

of

August

2007

(“Effective

Date”)

by

and

between

United

States

Steel

Corporation,

a

Delaware

corporation

having

its

principal

office

and

place

of

business

at

600

Grant

Set,

Pittsburgh,

Pennsylvania

(hereinafter

called

“U.

S.

Stcel”)

and

Weatwood

Lands,

Inc.,

a

corporation

incorporated

under

the

laws

of

the

State

of

Michigan

and

having

its

registered

office

at

110

Airport

Drive,

Ncgaunec,

Michigan

49566

(hereinafter

called

“Westwood”).

and

WHEREAS

U.

S.

Steel

owns

and

operates

an

integrated

steelmaking

facility

at

Granite

City

Works

in

Granite

City,

Illinois

(hereinafter

called

“Granite

City”)

which

produces

raw

steelmuking

slag

(hereinafter

called

“Raw

Stcclmaking

Slag”)

as

a

byproduct

of

the

steelniakiag

operations

thereon.

The

Raw

Steelmaking

Slag

is

conveyed

to

Stein,

Inc.

for

processing

which

results

in

the

production

of

slag

fines

(hereinafter

called

“Stcelrnaking

Slag

Fines”);

and

WHEREAS

U.

S.

Steel

produces

and

has

inventoried

certain

volumes

of

Steelmakhig

Slag

Fines

at

Granite

City;

and

WHEREAS

Westwood

wishes

to

purchase

from

U.

S.

Steel

certain

volumes

of

such

Steetmaking

Slag

Fines

for

recycle

ndfor

reuse,

as

specified

in

this

Agreement

and

subject

to

and

based

upon

the

terms

and

conditions

herein

provided;

and

NOW

THEREFORE

THIS

AGREEMENT

WITNESSETH

THAT,

in

consideration

of

the

mutual

covenants

and

agreements

contained

herein

and

subject

to

the

terms

and

conditions

hereinafter

set

forth,

the

parties

hereto

agree

with

each

other

as

follows:

1.

DEFINITIONS

1.1

“Year”

shall

mean

each

successive

twelve-month

period

commencing

with

the

twelve-month

period

starting

from

August27,

2001.

1.2

“Raw

Steciniaking

Slag”

shall

mean

the

residual

material

produced

in

the

steelniaking

operations,

including

the

dcsulfurization

of

hot

metal

and

sit

downstream

operations

through

charging

of

lIquid

steel

into

the

caster,

conveyed

by

U.

S.

Steel

to

the

Stein,

Inc.

slag

processing

facility

for

metal

and

flux

recovery.

L3

“Steelmakhig

Slag

Pines”

shall

generally

mean

slag

fines

generated

from

the

processing

of

Raw

Stcelmaking

Slag.

For

purposes

of

this

Agreemcnt

categories

of

Steelnialdng

Slag

Fines

are

defined

as

follows:

Page

1

of

22

Steeimskirg

Slag

Fines

Sales

Agieamt

R?277

‘Jc.r

---

1.3.1

Slag Fines”

shalt mean the

fines fraction

produced

from

the

processing

of

the Raw

Steetmaking

Slag

ftction

or raw

desul&rlzation

sIag

produced during

the

desulfurization of

hot metal

produced

in the

blast

f&unace

process

L3.2

“Steel

Stag Fines” shall mean

the

fines fraction

produced

from

the processing

of

Raw

Stechnaking

Slag

fractions

generated

downstream

of

desulfuiizatiori

All

Raw

Stechnaklng Slag

fractions produced downstream

of

dcsulfuri2ation

are

generally

combined

prior

to processing

with the

exception

of

“Ladle

Metallurgy

Facility (LMP)

Slag,” which may or

may not be

segregated.

For purposes

ofthis

Agreement

mixed Desulfurization

Slag

Pines

and Steel Slag

Pines

shall

be

generally

referred

to as Steelmaking Slag

Fines.

1.3.3 “LMF Slag”

shall

mean

the Raw Steelmaking

Slag

fraction

produced at

the LMF

during

the

refIning

of liquid

steel

generated at the

Basic

Oxygen

Process

(SOP)

funiaceL

When

Segregated, LMF

Slag

may

or

may

not

be

processed

prior to sell.

14

“Average

Net

Selling

Price” shall

mean

the

gross

selling price

ofthe

particular

product (e.g.,

High

Grade

Iron)

recovered

from

Steclmaklng

Slag Fines

and

sold

by

Weatwood,

less

the following:

all returns

or allowances

made

discounts;

frdght

charges; and

any

taxes

collected

for

governmental authority

including, but

not

limited

to

sales

and

excise

taxes.

In

addition

to

these

deductions

to

the gross

selling

price,

royalty

payments

to

inventors

and licensees

will also be deducted

from the

gross

selling

price and

these

will not

exceed

8% ofthe

total gross selling price

ofthe

product

2.

COMMTMENT

2.1

Subject

to

Section

3.1, Wcstwood

commits

to

purchase Steetrnaking

Slag Pines

from

U.

S.

Steel

at

its’

Granite

CIty

Works as

specified

under this Agreement

3.

QUANTiTY

3.1

Wcstwood

commits

to purchase

and

remove

approximately

500,000 cubic

yards

of

Steelmaking

Slag Fines

from

Area a and

the West

End

of

Pile #3,

as

depicted

in

Exhibit

“A”

by

December 1,

2O0.

3.2

Wcstwood

commits

to

purchase

and

remove

all current

generation and segregated

Desulfurization

Slag Fines produced

at

Granite

City

commencing

the effective

date

of

this

Agreement

through

termination

of this

Agreement

On average,

Granite

City

generates

2.500

tons per

month of

Desulfuzization Slag

Fines.

33

Westwood

commits

to

purchase

and

remove

all

current

generation

and

segregated

metallic

Steel

Slag

Fines produced

at

Granite City commencing

the

effective date

Page

2 o(22

Steelmaking

Slag Fines

Sales Agreement

271U7

---

of this

Agreement

through

termination

of

this

Agreement. On

average,

Granite

City

produces

7,500

tons

per

month

of

metallic

Steel

Slag

Fines.

3.4

(a)

U.

S. Steel

resenes

the

right

to

use

its

inventoried

Sicelmaking

Slag

Fines

for

its

internal

use.

(b)

U

S Steel

reserves

the

nght

to

sell

mvcntoncd

Steelmaking Slag

Fines

to

governmental

bodies

(and

their

designers)

for

land

reclamation and

groundwater

rernediation projects.

(c)

U.

S.

Steel

will offer

to

Weatwood,

a

minimum

of

250,000

tons

per

each

12-month

period

of

the

Agreement

of

inventoried

Stcclrnaking

Slag

Pines

provided

that

sucieat

malaria!

is

remaining

in

inventory. Upon

mutual

agreement,

this

quantity

may

be

modified..

(4)

In

addition

to

the

quantity

of

inventoried Stcclmakirg Slag

Fines

to

governmental

bodies

(and

thcir

designers) under

subparagraph

(b)

and

the

quantity

to be

supplied

by

U.

S.

Steel

to

Weatwood

under

sub-paragraph

(c)

above,

U.

S.

Steel

shall

not

offer

to

sell

Steelniaking

Slag

Fines

from

its

Granite

City

inventory

unless

it

first

offers

same

to Weatwood. If

Westwood

is

unable

to

accept

delivery

of

this

inventory,

then

U.

S.

Steel

may

sell

said

the inventory

without

limitation.

(e)

If

Westwood

refuses

to

purchase

a

minimum

of

10,000

tons

per

month

of

current

generation

material

and

is

unable

to

j

a

a

minimum

of

100,000

tons

per

12-month

period

from

the

initial

500,000

tons

(the

Paragraph

3.1

inventory),

then

U.

S.

Steel

may

sell

its Steelmaking

Slag

Fines

without

limitation.

3.5

If

Westwood

experiences

any

delays

and

cannot

meet

its

commitments

for

the

removal

of

purchased

Steelmaking

Slag

Fines

from

Granite

City,

U.

S. Steel

shall

have

the

option

of

moving,

selling,

or disposing

the

material

and

Weatwood

shall

be

responsible

for

any

additional

costs

incurred

by

U.

S.

Steel.

3.6

Tn

the

event

of

a significant

change

In operating

conditions at

Granite

City

by

either

Wcstwood

or

U.

S.

Steel,

Weatwood

and

U.

S.

Steel

shall

mccl

to

discuss

any required

changes

to

the

annual

quantity

and

shipment

schedules,

up

to and.

including

termination

of the

Agreement

in accordance

with

Section

12.2

of

the

Agreement.

Any

such

changes

shall

be

negotiated

in good

faith

between

the

parties.

4.

QUALITY

4.1

Westwood

acknowledges

that

it

is aware

that

most

of

the

Inventoried

Steelnaking

Slag

Fines

at

Granite

City

was

produced

prior

to

U.

S.

Steel’s

ownership

of

Page

3

of

22

Steelmaklng Slag

Finci

Sales

Acaneat

SI277

---

SEc-1T

Granite

City and that

the

Steelmaking

Slag

Pines

may

contain

blast

furnace

slag

1

open

hearth

slag,

and/or

other

byproducts

of

the

steelmaking

process.

42

U.

S.

Steel

shall

make no

warranty

on the

quality

of the

Steelmaking

Slag

Fines

to

be

purchased.

Wcstwood

shall

be

provided

the

opportunity

to

inspect

all

Stcclmaking

Slag

Fines

prior

to purchase

and

may

reject ay

materials

that may

have

a chemical

analysis

that does

not

fit

the

parameters

needed to

make

a

quality

product

from

Weatwood’s

slag processing

plant.

U.S.

Steel

will be

free

to

market

without

limitations

any

material

rejected

by

Westwood

or

any

material

with a

chemical

composition

similar to

the rejected

material.

4.3

Prior

to

its

purchase

and

in coordination

with U, S.

Steel,

Westwood

may

obtain

reasonably

representative

portions

ofthe

inventoried

Steelmaking

Slag

Fines

offered for

sale

hereunder for

testing

purposes.

4.4

In

the event

of

a significant

change

in

operating

conditions

at Granite

City

Works,

Westwood

and

U.

S.

Steel

shall

meet

to

discuss

any

resulting

changes

to

the

quality

of

material,

up

to

and

including tennination

of

the Agreement

in

accordance

with

Section

12.2

of

the Agreement.

Any

such

changes

shall be

negotiated

In good faith

between

the parties.

The

current

Granite City

Works

Ste&mking

Slag

Processing

Flow

Diagram

is

provided as

Attachment

II.

S.

PRICE

LI

5.2

61

6.2

Pigs 4 of

22

6.

BILLING

AND PAYMENT

Steelmaidag

Stag

Pines

Sales Agreement

8,277

---

7.1

AU

federal,

provincial,

state

and

municipal

ta

es,

of

any

nature whatsoever,

including

fees,

excise

taxes,

sales

taxes,

value

added

taxes

or

other

government

charges

and

any

penalties,

interest

or

other

additions

or

cli

ges

thereon,

now

or

hereafter

imposed

(hereinafter

singularly

referred

to

as

“tax”

and

collectively

referred

to

as

“taxc?

relating

to

the

sale

or

delivery

of

the

Steelmaking

Slag

Fines,

but

not

including

customs

duties

and

fees

and

any

taxes

or

any

tiaturC

whatsoever

relating

to

the

business

or

occupation.

franchise,

income,

capita

gains

or

excess

profits

of

U.

S.

Steel or

taxes

measured

by

the

net

income

of

U.

S.

Steel,

shall

be

for

the

account

of

Wcstwood

and

to

the

extent

that

such

tax

or

taxes

arc

paid or payable

by

U.

S.

Steel,

Weatwood

shall

promptly

reimburse

U.

S.

Steel

therefore.

8.1

DeliverIes

of

Steelmaking

Slag

Pines

hereunder

shall

be

made

by

U.

S.

Steel

at

Granite

City

by

loading

trucks

or

railcars

provided

by

and

coordinated

by

Westwood

at

Westwood’s

expense

according

to

a

schedule

of

deliveries

to

be

confirmed

via

purchase

orders.

U.

S.

Steel

shall

load

the

Steelrnaking

Slag

Pines

at

its

cost

for

Westwood

provided

that

all

loadiiig

can

be

conducted

adjacent

to

Inventory

or

production

areas.

8.2

Where

the

performance

of

its

obligations

under

this

Agreement

cause Westwood

to

enter

any

U.

S.

Steel

site,

U.

S.

Steel

Standard

Specification

S-OO1

Contractor

SE

c

ET

6.3

7.

TAXES

8.

DELIVERIES

AND

RIGHT

OF

REJECHON

PagcSo(22

Steehnaklng

Slag

Fmes

Salu

Agreemear

V.27/07

---

i.E

E

Safety, shall

govern

and

control all

services

performed

by

Wcsiwood

thereon

including,

without limitation;

the

opeation.

maintenance,

servicing,

or

use

of

any machinery

or

equrpment, or the

delivery,

handling,

loading,

processing

and/or removal

of any

materials;

and

the

rendering

or

performance

of

any

type

of service,

or any other

work, labor

or

services,

regardless

of

type,

nature

or

description.

9.

TITLE

AND RISK

9.1

U. S.

Steel

shall provide

good

and marketable title

to

the Steelniaking

Slag

Fines

sold hereunder,

free

and

clear ofall liens,

encumbrances,

and claims

whatsoever.

9,2

Title

to and

risk

ofloss ofthe

Steelniaking Slag

Fines

shall

pass to

Weatwood

upon

loading

by

U.

S.

Steel of

the Steclmaking Slag

Fines

onto

Westwood’s

truck

or railcar

at

Granite

City.

9.3

All

Steelmaking

Slag Fines pm

by Wcstwood

is

to

be

removed

from

Granite

City

and

Wcstwood

shall

be

responsible

for

all

processing,

selling, and/or

the

other

disposal

of

all

such

Steelmaking Slag Fines

purchased

hereunder.

94

Westwood

covenants

and

agrees

to

indemnify and

save

harmless IL

S.

Steel from

all

loss,

actions,

suits,

proceedings,

costs, charges,

expenses,

damages,

and

liabilities

arising

out

of, connected

with,

caused

by,

or re Iting

front the sale of

the

Steehnaking

Slag Fines including

but not limited

to any spillage,

leakage,

or

any

other

escape

of

the Steelmaking

Slag Fines,

after the

title thereto and

risk of

loss

thercof

have

passed to Weatwood,

save and

except

to the

cx

t

that the

$tcclrnaking

Slag Fines

contains

a

dangerous

material or substance not

nonnafly

expected

to

be contained

in such

Stcclmaking

Slag Fines.

Wcstwood

also

agrees

to

indemnify

U.

S. Steel against any

and all patent or technology

infringement

claims

arising

out of

the processing

ofthe

Steelmaking

Slag

Pines

by

Weatwood.

10.

ROYALTIES

AND/OR

RIGHT

OF

FIRST

REFUSAL

TO

PVRCIIASE

10.1

Pap

6

o122

Stelmaking

Slag Pines

Sales

Aeant

amioi

---

• 10.2

1G

ii.

FORCE

MAJEURE

SEc

11.1

“Force

Majeure”

shall mean

causes

beyond

the

reasonable

control

ofthe

party

Invoking

same,

Including

without

limitation,

acts

of

God

and the

public enemy;

the

elements;

fire; accidents;

varidalism

sabotage;

inability

to

obtain

or

curtailment

of

supplies

of any materials

necessary

for

the manufacture

of

products

sold

hereundcr inability

to

obtain

or

curtailment

of

supplies

of

any other

materials;

any

laws,

orders,

rules,

regulations,

acts,

or

restraints

of

any

government

or

governmental

body

or

authority;

and

labor

strikes,

shutdowns,

and

concerted

work

stoppages

or slowdowns,

or any other

cause

attributable

to

organized labor

strife.

“Force

Majcure”

shall

not

include

lack

offunds

or

any

circumstances

caused

by

the

negligence of

the party

seeking

to

invoke

Force

Majeure.

112

If

Westwood

or

U. S.

Steel Is

unable,

wholly or in

part,

to

perform

or

comply

with

any obligation

or condition

of

this Agreement

by

reason

o

Force

Majeure,

then

Page 1

of

22

Steelniaking

Slag

Fines Sales

Agreement

---

the

party

invoking

Force

Majeure

shall

be

relieved

of

liability

to

the

extent

of

such

inability

and

shall

suffer

no

prejudice

for

failing

to

pcriorm

or

comply,

or

for

delaying

such

performance

or

compliance

during

the

continuance

and

to

the

extent

of

the

inability

so

caused

from

and

after

the

happening

of

the

event

of

Force

Majeure,

and

any

time

expressly

specified

for

such

performance

or

compliance

shall

be

extended

by

the

period

of

such

inability,

provided

that

such

party

gives

to

the

other

party

immediate

written

notice

of

such

inability

and

full

particulars

of

the

cause

thereof.

The

party

invoking

Force

Majeure

shall

only

be

relieved

from

such

performance

or

compliance

from

and

after

the

giving

of

such

notice.

The

party

invoking

Force

Majeure

shall

use

reasonable

efforts

to

remedy

the

situation

and

remove,

so

far

as

possible

and

with

reasonable

dispatch,

the

cause

of

its

inability

to

perform

or

comply.

The

party

invoking

Force

Majeure

shall

give

notice

of

the

cessatIon

thereof

to

the

other

party

and

is

then

liable

for

their obligation

hereunder.

12.

TERM

12.1

This

Agreement

shall

have

an

initial

term

of

seven (7)

years,

commencing

August

27,2007

and

expiring August

26,

2014.

122

lnthecventthateithcrparty

isinbrcachofanytermorcondition

of

this

Agreement

and

fails to

remedy

such

breach

within

thirty

(30)

days

of

having

been

notified

thereof

by

the

other

patty,

the

other

patty

may,

at

its

option,

immediately

tenninate

this

Agreement

upon

written

notice.

13.

GENERAL

13.1

This

Agreement

constitutes

the

entire

agreement

between

the

parties

with

respect

to

the

purchase

and

sale

of

the

Steelrnaking

Slag

Fines

and

it

supersedes

all

prior

negotiations,

discussions,

understandings,

and

contractual

provisions

between

the

parties

specifically

relating

thereto.

There

shall be

no

amendment

or

modification

of

this

Agreement

except

by

written

instrument

signed

by

both

parties.

13.2

It

Ii

understood

and

agreed

that

the

failure of

either

party

at

any

time

to

require

strict

performance

of

any

of

the

terms,

provisions

and

conditions

hereof

shall

not

inanywayactlghtthereaftertoenforectbesame,norshallawaiverby

either

party

of

any

breach

of

any

term,

provision,

or

condition

hereof,

be

tak

or

held

to

be

a

waiver of

any

succeeding

br

of

any

such

h

provision,

or

condition

hereofor

a

waiver

of

the

agreement,

term,

provision,

or

condition

itself

13.3

If

any

term,

clause,

or

provision

of

this

Agree

I

shall

be

adjudged

to

be

invalid

by

a

court

of

competent

jurisdiction,

the

validity of

any

other

term,

clause,

or

provision

hereof

shall

not

be

affect

thereby,

and

such

invalid

term,

clause,

or

provision

shell

be

severed

and

deleted

from

this

Agreem

in

which

case

the

Page

*

Of

22

Stectrnaking

Slag

Pb

Sale

A

meat

5/27107

---

parties

shall

use

their

best

efforts

to

agree

upon

a

substitute

term,

clause, or

provision

achieving

to the

utmost extent

possible

the purpose

of the

invalid

term.

clause,

or provision.

13.4

This

Agreement

shall

be governed

by

and interpreted

In

accordance

with

the laws

of the

Commonwealth

of

Pennsylvania,

excluding

Pennsylvania

conflict

of

laws

provisions.

BUYER

AGREES

THAT

ANY

LEGAL

ACTiON

OR

PROCEEDING

SEEKING

THE

ENFORCEMENT

OR

INTERPRETATION

OF

THIS

AGREEMENT

MAY

BE BROUGHT

IN THE

COURTS OF THE

COMMONWEALTH

OF

PENNSYLVANIA

IN

ALLEGHENY

COUNTY

1

PENNSYLVANIA

OR

THE

FEDERAL

DISTRICT

COURT

FOR

THE

WESTERN

DISTRICT

OF PENNSYLVANIA

IN

P1’fl’SBURGH,

PENNSYLVANIA.

BY

ACKNOWLEDGMENT

OF

THIS

AGREEMENT,

BUYER

HEREBY

IRREVOCABLY

SUBMITS ITSELF

TO THE

JURISDICTION

OF

ANY

SUCH

COURTS.

AND WAIVES

ANY OBJECTION

IT

MAY

NOW

OR

HEREAFTER

HAVE TO

THE

PLACING

OF VENUE

IN

ANY

SUCH

COURTS

AND

RIGHT

TO REMOVE ANY

SUCH

ACTION OR

PROCEEDING

TO

ANOTHER

COURT.

THE

UNITED NATIONS

CONVENTION

ON

CONTRACTS

FOR

THE

INTERNATIONAL

SALE

OF

GOODS

(CISG)

SHALL

NOT

APPLY

TO THIS AGREEMENT.

13.5

(i)

Any

notice

required

or

permitted

to be

given

under

this Agreement

shall

be in

writing

and

may

be given

by:

(a)

Delivery

or facsimile

transmission

to

the office

of the other party

located

as

set forth

hereunder,

or

(b)

Prepaid

certified

or registered

mail addressed

as

follows:

If to

Wcstwood:

Westwood

Lands

110

Airport

Drive

Negaunee,

Michigan 49866

Attention:

Pete O’Dovcro

Facsimile:

(906)

475-9551

If

to

U. S.

Steel:

U.

S. Steel

600

Grant

Street

Pittsburgh,

Pennsylvania

15219

Attention:

General

Manager-Purchasing

Facsimile:

(412) 433-2449

(ii)

Either

party

may

change

its

address

for notices,

from

time

to time, by

notice

in writing

sent

in

accordance

with

the

provisions of this Section.

(iii)

Any

notice

given

in

accordance

with

this

section

shall be deemed to have

been

received

by

the

addressee

on

the business day next

following

the

date

Page

9

of

22

Stcclmaking

Slag Fines Sales

Agreement

S127/O1

---

upon which

it is delivered

or sent

by

facsimile

transmission,

or in

the

case

of

mailing

on

the

fifth

business day

following the

date of

mailing.

13.6

This

Agreement

is personal to

Westwood

and

U.

S.

Steel

and

shall

not be

assigned

by

either

of the

pa

es

hereto

without the written

consent of

the

other

party first having

been

obtained,

such

consent

not

to be

unrca

onably

withheld.

Except as

act

forth above,

this

Agreement shall be binding

upon

and shall

ensure

to

the

benefit. of

the

parties

hereto and

their

respective

sue

sanra

and

permitted

assigns.

13.7

There

are

no

third

party

beneficiaries

ofthis

Agreement,

and no

third

party

is

intended by

the parties

ha;

to benefit

m

this

Agreement

14.

TERMINATION

14.1

U. S.

Steel shall

have the

right to immediately

cancel

this

Agreement

upon the

occurrence

of any

of

the following

events:

(a)

Westwood

does

not pay any

amounts

due

U. S. Steel

within

sixty

(60) days of their

due date

and (b)

Westwood

materially

fails to

perform any

of its material

obligations

under this

Agreement,

except

to the extent due to

U. S. Steel’s

failure to perform

its

obligations

under

this

Agreement Wcstwood

may

immediately

terminate this

Agreement

if

U.

S. Steel

materially

fails

to perform

any of its

material obligations

under

this

Agreement,

except to

the extent

due

to Westwood’s

failure

to perform

its

obligations under

this

Agreement.

IS.

WARRANTY

15.1

U. S.

Steel

MAKES

NO

WARRANTY,

EXPRESSED

OR

IMPLIED,

INCLUDING

WITHOUT

LIMITATION

ANY

WARRANTY

OF

FflNESS

FOR

ANY

PARTICULAR

PURPOSE

REGARDING

THE STEELMAKINO

SLAG

FINES

SOLD

HEREUNDER.

U. S. Steel

shall not be

liable to

Wcstwood

or any

third

party

for any

damage

caused

by or as a

resuft

ofthe

Steehnaking

Slag Pines

sold

hereunder

or

Weatwood’s

use

thereof.

In Mdition.

Westwood

agrees to

indemnify

U. S.

Steel

against

any

patent

or

technology

infringement

claims

from

third

parties

related

to any

use

by

Westwood

of the

Steelmaldng

Slag Fines

sold

hereunder.

15.2

WEST

WOOD

MAKES

NO

WARRANTY,

EXPRESSED

OR IMPLIED,

INCLUDING

WITHOUT

LiMITATION

ANY

WARRANTY

OF FflNESS FOR

ANY

PARTICULAR

PURPOSE

REGARDING THE

IRON BEARING

MATERIALS

SOLD TO

U.

S.

STEEL

HEREUNDER.

Weatwood shall

not

be

liable

to U. S.

Steel

or any

third

patty

for

any damage caused

by or as

a result of

the Iron

Bearing

Materials

sold

hereunder

or

U.

S. Steel’s

use thereof. In

Page

10 of

22

Steelmaidag

Slag Fhies Sales Age

$E27107

---

15.3

U

S.

SiceI

makes tin

warranties,

cxprcss or

irnp1ied

with

respect

to

the

continued

operation

ofthe

Blast Furnace

s. Steclrnaking Shops.

or any

ofits ope

rations

for

any pcriod

oftune

U S Steci

plans

and projections

for future

operation

are

forward1ooIdag

and by

their

na

ture

are

uncertain.

Except as

otherwise

stated

in

this

Agreement,

by

entering

into

this Agreement,

Westwood

hereby

acknowledges

that

it

(1) has not

relied

upon

any

statement,

representation,

forecast,

or plan

by U

S Steel

regarding

the

futuxe

operation of

the Stcelmakmg

Shop, and

(2)

expressly

assumes

the risk

of

a

temporary

or

permanent

shutdown

of the

Steelmaking

Shop for any

reason. For the

avoidance

of doubt,

nothing

in

this

Agreement

shall be

construed as requiring U.

S.

Steel to

purchase

any of

the

Weatwood

Facilities

or

to

reimburse

Wcstwood

far

its

investment

in

such

facilities,

the

cost

of

capital, or lost

revenue, profits,

or

opportunities

as a result

of

a shutdown

of

the Steelmaking

Shop.

U. S. Steel

shall

provide

Weatwood the

same notice

it

provides

all

of

its

contractors

regarding

any

planned

shutdown

of

facilities.

15.4 ALL

WARRANTIES

OF

ANY

KIND

OR NATURE

WHATSOEVER,

WHETHER

EXPRESSED

OR IMPLIED,

STATUTORY

OR

OTHERWISE,

ARE

HEREBY

SPECIFICALLY

EXCLUDED AND

DISCLAIMED.

WITHOUT

LIMITING TilE

GENERALITY

OF

THE

FOREGOING,

U. S.

STEEL

MAKES

NO

REPRESENTATION

OR

WARRANTY OF

MERCHANTABILITY

OR

FITNESS FOR ANY

PARTICULAR

PURPOSE. U.

$

STEEL

SHALL

UNDER NO

CIRCUMSTANCES

BE

LIABLE FOR

ANY

INCIDENTAL,

INDIRECT,

CONSEQUENTIAL,

SPECIAL,

OR

PUTATIVE

DAMAGES,

INCLUDING,

WITHOUT

LiMITATION,

ANY SUCH

DAMAGES

CLAIMED

ON

ACCOUNT

OF

LOST

OPPORTUNITY,

LOST

PROFiTS,

OR

LOST

PRODUCTION,

16.

RESOLUTION

OF

DISPUTES

16.1

The parties

wish

to

foster a

mutually

beneficial

ralationship

under

this

Agree

and

to

eacourac

an informal

mechanism

for the resolution

ofdisputes.

Either

party

may at

any

time

notify

the

other

party

of

an

intention to discuss

or dispute

any

matter

connected

with

this

Agreement

Within

fifteen (15) days

of

receiving

such

notifications,

the parties

shall

each

appoint

a

representative knowledgeable

on the

topic

at

issue

and

such

representatives

shall

meet

within

the following

fifteen

(15)

days

in an

attempt

to

settle

the

matter at

issue.

Ifthe

representatives

ofthe

parties

are

unable

to

resolve

the matter

at

issue

within

fifteen

(15) days of

their

first

meeting,

then the

parties

shall

each

appoint

a senior officer

knowledgeable

on

the

topic at

issue

and

such senior

officers shall

meet

within

fifteen

(15)

days

in

an attempt

to resolve

the

matter at

issue.

Ifthe

senior officer

ofthe

panics

arc

notable

to

resolve

the

matter

at issue within a further

ten (10)

day

period

following

their first

meeting,

or

if

either

party fails to appoint

a

representative

or

senior officer,

or

ifsuch

representative

or

senior

officers fail

to

Page

11

of

22

Steebnaking

Slag Fines

Sales

Aeemnt

Sf27107

---

meet

with

each

other

in either

case

within the time

periOd

specified

herein

either

patty

may

institute

legal

proceedings in

accordance

with

Section

13.4.

17.

CONFIDENTIALiTY

17.1

Wesiwood.

and

U.

S. Steel acknowledge

that during the term

of

this

Agreement,

it

may have access

to

and come into

possession

of certain

trade

secrets,

know4iow,

and

certain other

confidential

technical,

financial,

marketin&

and

sales

information

of

the other (all

such information

being

referred to

collectively

herein

as

“Confidential

Inforrnation.

Each

covenants

and

agrees

that

the

Confidential

Information

may

be

used by it,

its

offices, and

employees

solely

for

the

purpose of

this

Agreement,

and that

neither

Wcstwood

or

U. S.

Steel, nor its

officers and

employees

shall

otherwise

use

or disclose

to

any

third

parties any

such

Confidential

Information

at

any

time during the term

hereof

or

for a

period

of

seven

(7)

years

thereafter.

The parties covenant

and agree

that:

(I) the

Confidential

Information

shall

be

kei,t

confidential

by

it and

its officers

and

employees

(it

being

understood

that such officers

and

employees

shall

be

informed

of

the

confidential

nature

of such information and

shall

be

required prior

to disclosure

to

agree

in

writing

to

treat such

information

confidentially), and

(ii)

any

disclosure

ofsuch

Confidential Information

may be

made

following

receipt of

the other’s

written

consent

to such

disclosure

The

Confidential

Information

shall

not include

information

that

Westwood

or

U.

S. Steel can

demonstrate

fails

within

any

ofthe following

categories:

(a>

information that has come

within

the

public

domain

through

no fault

or action

ofthe receiving

party

(Westwood

or U. S.

Steel)

ofsuch

Information,

or

(b) infOrmation

that

was

known to

the

receIving

party

(Weatwood

or

U. S. Steel)

on

a non.confidcntiai basis

prior

tufts

disclosure

by

the

other.

IL

AUDIT

iLl

Westwood shall

maintah

, in

accurate

and complete

order, all books and

records

(whether In

printed,

electronic

or other

format) associated

with

purchasing

Steelnial&g

Slag

Pines

under

this

Agreement.

Such books

and records

shall

also

Include

(without

limitation)

all

records

relating

to any entertainment,

gifts, and

business,

financial,

or other

transactions

between

Wesiwood

and any U. S.

Steel

employees.

Such

books and

records,

and all

other books

and records

of

Westwood

relating

to

this

Agreement,

shall

be

open

to

inspection

and audit by

representatives

of

U. S.

Steel

during

reasonable

business

hours during

the

term

of

the

Agreement,

and

for

a period of three

(3)

years thereafter.

18.2

Westwood,

through

appropriate

provision

in its

subcontracts and

purchase orders,

shall

require

itg

subcontractor(s)

and/or supplier(s)

to: (I)

similarly

maintain

and

preserve

accurate

and

complete

books

and

records (as

described

under

Article

18.1)

relating

to each

subconuac

and/or

purchase

order

awarded

or

1ssuedby

Page

12of22

StselmaklngSlagPlneaSaieaAgree

8127101

---

Vestwood

in

connection with

this Agreement,

and (ii)

permit

the inspcction

and/or

audit

thereof

by

U.

S.

Steel upon the conditions

and time period as

provided

in

Article

18.1.

183

Any

failure

by Westwood to cooperate

fully in

producing

or

making available

all

books

and

records covered

by

a U.

S.

Steel audit

request

hereunder,

so

as

to

permit

a

timely

and

complete inspection and audit

thereof by

U.

S.

Steel, shall

constitute

a

material

breach of this

Agreement.

19.

INDEPENDENT

CONTRACrOR

19.1

U.

S.

Steel

and

Westwood

arc

independent contracting

parties

and

nothing

in

this

Agreement,

including the

purchase order

or

confirmations,

shal make

either

party

the

agent,

partncrjoint venturer,

or legal

representative

of the

other for

any

purpose

whatsoever,

nor

does

it

t

either

party

any authority

to

assun

e

or to

create

any

obligation

on

behalfof

or in the name of

the other

20.

ENVIRONMENTAL

COMPLIANCE

20.1

Wcstwood

shall

be

responsible for the

handling,

transportation,

and

disposal of

all

waste

materials

arising and/or

generated

by or from

Westwood,

or its

subcontractor’s,

in

fail compliance with

the

applicable

environmental laws,

ordinances,

orders,

rules,

and

regulations of Federal,

state,

and local

environmental

enforcement agencies having

jurisdiction

over the

materials

and/or

activities involved.

Wcstwood shall

obtain, and require

its subcontractors to

obtain,

all

permits,

licenses, certi6cates, or approvals

required to comply

with

applicable

environmental

laws, ordinances,

orders,

rules,

and

regulations

of

Federal,

state,

and focal

environmental enforcement

agencies in

conncction

with

the

handling,

transportation, and/or

disposal

of such

waste

materials.

Weatwood

shall be

responsible

for and shall

indemnify and save U. S.

Steel harmless from

and

against

all

damages and liability which

may

arise under any environmental

law,

ordinance,

order,

rule,

or

regulation

arising out

of

or

caused by

any action

of

Wcstwcod,

or its

subcontractors,

including,

but not

limited to, the

failure of

Westwood,

or

its

subcontractors, to

secure

any

such

licenses

and

permits, etc.

or

to comply

fully

with

any and all

applicable environmental

laws, ordinances,

orders,

rules,

and

regulations as

hereinabove provided.

20.2 Westwood

shall

be

solely responsible

for

the

proper handling of all

Stce1msWng

Slag

Fines

removed

from Granite

City by Westwood

or

its subcontractors in

the

performance

of

the

work covered

hereunder. Westwood shall handle such

materials

in

full

compliance

with

U. S. Steel’s

established

safety requirements

and

all

governing

laws,

rules,

and

regulations

as applicable. Westwood shall not

store,

or

permit

to

be stored, any

materials,

or equipment

on Granite City

premises

unless

expressly

authorized

by

U. S.

Steel.

Page 13

o(22

Steelniaking Slag Fines

Sales

Agreement

82iiO7

---

203

fri

the

event that Westwood

in

the

pedo

rmancc ofthe

work

on

Granftc City

property

encounters

material

reasonably believed

to

be

asbestos, polychlonnatcd

blphcnyl

(PCB)

or other

listed

hazardous

waste; Wcstwood

shall irnmcdateiy

report such

condition

to U, S. Steel in

writing. Westwood

shall

continue with

performance

ofthe

work

(as so in’

oivccl) except as to

an

y

affected

portion

thercof

ifaiiy,

which

U. S. Steel directs in writing

to

be

uspended pending

a

review

ofthe

reported

condition

involved, U. S. S shall

have

the

right:

to

have any

required

clean-up

(or remcdiatlon)

of any

such

reported

condition

performed

by

Westwood

or, at

U.

S. Steel’s sole

option, by

U.

S. Steel’s

own forces or

by

such

other parties

as

U.

S.

Steel select;

all

at

U.

S. Steel’s cost

ad expense.

2O4

For dust

control, Westwood shall

maintain tarpe aver

the

beds ofall loaded

trucks

hauling

Steelmaking

Stag Fines

from U S Steel

property The

tarps shall be

maintained

starting immediately after loadlng through

delivery of

the malarial.

Covering

ofloaded railcars

shall not be requJreL

21.

RESPONSIBILITY i’OR

SAPETY OP PERSONS

AND PROPEW

2I1

The

safety

of the person employed

by Westwood and

its

subeontiac

ra

on

U. S.

Steel’s premises,

arid/or any other

person

who enters

upon U

S SteePs

premises

for

reasons

relating to the activities

performed

during the

tern

of arid

governed by

this

Agreement

shall

be

the sole

responsibility

of

Weatwood.

Weetwood

shall at

all

times maintain good

order

among

its

employees

and

shall

not employ on

the

work any

unfit

pemon

or anyone

not skilled in the

work

assigned to him.

31.2

WIth

respect to

all

activities

performed under and

governed

by

this

AgreemenZ

Weatwood

shall take all reasonable measures and

precautions at all

tines to

prevent

injuries to

or

the death

ofany of its employees

or

any

other person

who

enters upon

U. S.

Steel’s premises.

Such measures

and

precautions shall

include,

but

shall not

be

limited

to, all

safeguards and warnings

necessary to

protect

workmen and

others against any conditions

on U. S.

Steel’s

premises

which could

be dangerous

and to prevent accidents

ofany kind

whenever

wek is

being

performed

in proximity ofany moving

or

operating

macitinc

r,

equipment,

or

facilities,

whether

such

machinery,

equipment, or facilities

arc the property

ofor

arc

being

operated

by

Westwood,

its subcontractors, agents,

servants,

or

employees

or

by U. S.

Steel

or other persons.

213

Weatwood

shall

confine all

equipment and Weatwood’s

employees and all

other

persons

who

come

onto

U.

S.

Steel’s premises

at

Westwood’s

request or

for

reasons relating

to

the

performance

of

activities

govern

by

this Agre

t to

that portion

of

U S.

Steel’s

premises

where the

activity is to be

performed

or

to

roads leading

to and from such

work

sites, andto any othcrarcawhichU.

SStcci

may permit

Westwood to use. Weatwood agrees to cause

such work sites and

assigned

storage

areas on U. S. Steel’s premises

to

be kept

in a neat and orderly

Pap

14of22

Steetmakiug

Slag Pines Sales

Ag

V27M

---

manner

consistent

with

U.

S.

Steel’s

cstahlihed

housekeeping

guidelines,

and

in

fill

compliance

with

all

laws,

rules,

or

regulations

as

may

be

applicable

thereto.

21.4

Wcstwood,

in

connection

with

performance

of

the

activities

governed

by

this

Agreement,

agrees

to

be

bound

by

and

comply

(and

require

its

subcontractors

to

comply)

filly

with

all

Weatwood

safety

requirements

as

arc

effective

and

made

applicable

by

U.

S.

Steel,

during

the

term

of

this

Agreement,

to

Westwood’s

performance

of

activitieson

U.

S.

Steel’s

premises

(hereinafter

called

“Safety

Requirement?).

WES’FWOOD

UNDERSTANDS

THAT

ANY

SAID

SAFETY

REQUiREMENTS

AS

MAY

BE

PROVIDED

BY

U.

S.

STEEL

TO

WESFWOOD

ARE

PROVIDED

FOR

INFORMATION

PURPOSES

ONLY

AND

ARE

NOT

INTENDED

TO

(AND

DO

NOT)

PROVIDE

LEGAL

OR

OTHER

PROFESSIONAL

ADVICE

AND

U

S.

STEEL

MAKES

NO

REPRESENTATIONS

OR

WARRANTIES

THAT

THE

INFORMATION

CONTAINED

THEREIN

SATISFIES

REQUIREMENTS

OP

FEDERAl..,

STATE,

OR

LOCAL

LAWS.

WESTWOOD

AGREES

THAT

iT

SHALL

CONSULT

WITH

AND

RELY

SOLELY

UPON

iTS

OWN

LEGAL

COUNSEL

OR

OTHER

QUA

)

PERSONS

WITH

RESPECT

TO

SATISYflNG

REQUIREMENTS

OF

ANY

SUCH

LAWS

AS

ARE

APPLICABLE

TO

THE

WORK.

WEST

WOOD

ACKNOWLEDGES

AND

AGREES

THAT:

(I)

iT

IS

NOT

RELYING

ON

ANY

CLAIM

OR

REPRESENTATION

OP

U.

S.

STEEL

RELATIVE

TO

ANY

SAID

SAFETY

REQUfflEMENTS,

(H)

U.

S.

STEEL

EXPRESLY

DISCLAIMS

ANY

CLAIM

OR

REPRESENTATION

THAT

THE

INFORMATION

CONTAINED

IN

ANY

SAiD

SAFETY

REQUIREMENTS

WILL

PRODUCE

ANY

PARTICULAR

RESULTS,

AND

(HI)

U.

S.

STEEL

SHALL

NOT

BE

RESPONSIBLE

FOR

ANY

ERRORS

OR

OMISSIONS

IN

THE

DESIGN,

IMPLEMENTATION,

ANDIOR

ENFORCEMENT

OP

ANY

SAID

SAFETY

REQUIREMENTS.

11.5

Wcstwood,

for

itself

its

successors,

and

assigns,

agrees

to

defend,

indemnify,

and

bold

harmless

U.

S.

Steel

and

its

directors,

agents,

servants,

and

employees

from

and

against

any and all

claims,

demands,

damages,

actions,

or

causes

of

action

at

lawor,togctherwithanyandafllosses,cogts,orexpenscsand

attorney’s

fees,

in

connection

therewith

or

related

thereto,

asserted

by

any

person

or

persons,

including

Wcstwood

and/or

employees

of

Wcstwood,

for

disease,

bodily

injuries,

death

or

property

damage

arising

or

in

any

manner

growing

out

of

the

activities

or

any

additions

or

changes

thereto

governed

by

this

Agreement

to

the

extant

such

claims

allege

errors or

omissions

in

the

design,

implementation,

or

enforcement

of

Safety

Requirements.

Pap

15

of

22

Stecirnaktng

Slag

Fines

Sales

Agreerneat

V417

---

22.

INSURANCE

22.1

Westwoocl shall

procure and maintain,

at its own

expense,

and

shall

require its

Subcontractors,

if

any, to

procure

and

maintain for the

duration

of this

Agreement, insurance coverage

meeting

or

exceeding

the

requirements set

forth

in

Attacbzncnt “I”, hcrcof, and insuring:

(1)

Wcstwood’s

indemnity

obligations

under this

Agreement;

(2) Westwood’s,

U. S.

Steel’s,

andfor U. S. SteePs

agents’,

servants’

and employees’

liability to

pay for any

and

all

personal

iqjury. bodily

injury,

disease,

or death

received

or

sustained

by

any

person

or

persons,

including

employees of Wcstwood,

in

any manner caused

by,

arising

from, incident

to,

connected with,

or

growing out

of the activities governed

by this Agreement,

the

use of machinery,

equipment or

vehicles

on U. S.

Steel’s

premises,

and/or the

condition of

U. S.

Steel’s land,

buildings,

facilities,

machinery,

equipment,

or

vehicles;

and (3) Westwood’s, U.

S.

Steel’s,

and/or

U.

S.

Steel’s

agents’,

scrvants’, and

employees’

liability to pay

for

any and

all loss

or damage to

the

property

of any and

all

persons in any manner caused

by,

arising

from,

incident

to,

connected

with, or growing out of the

activities governed by

this Agreement,

the

use of

machinery.

equipment,

or vehicles

on

U.

S.

Steel’s

premises,

and/or

activities

upon,

or the condition

of,

U. S.

Steel’s land,

buildings,

facilities,

machinery,

equipment, or

vehicles.

23.

Greenhouse Gas

Credits.

23.1

Steeirnaking

Slag

Pines Sates

Ag:

8(21107

Page

160(22

---

N’o,

193

T

2O?

1I;25AM

tJSS

Purchasing

R

WI

NES4

1ENEOe

ar1e

h

have

4wse4

thi

w

dtl1cate

by

their

duly

uthcnd

repreaèztatwes

sctfoitliebov4.

Wstwoo

1

I

I

Jlø4i)i

(it

/t

BY:

?A

i

Title:

I

UntuStedCarpordoq

II

Neme

ride.

P1/I

‘7

I

I’

IF

I

5v

‘Ii

#1

3?

422

I;

PI#lltru

I

II

I

A_

I

I

I

I’

I

---

IN

WITNESS WHEREOF

the

parties

hereto have

caused

this

Agreement

to

be

executed

in

duplicate

by their

duly

authorized

representatives

as

of the

day

and

year

first

set forth ebove

Westwood

Lands,

Inc.

,

,

—

7

Name

V

£

Title:

Uak.d Statee

Steel

Corporadori

Name:

Title:

Page 17

of22

Steefreaklng

Slag

Pinea

Satea

Agreement

---

ATThCTThfENT

Hill

INSURANCE

REQUIREMENTS

Westwood

shall

procure

and

maintain,

at

its

own

expense,

and

shall

require

its

Subcontractor(s),

if

any,

to

procure

and

maintain

for

the

duration

hereunder

the

insurance

coverage

neeting

or

exceeding

the

requirements

set

forth

below:

1.

?inimum

Scoi’a

of

Insurance—

Coverage

shalt

be

at

least

as

broad

as

the

following:

A.

Cømmercla

General

Liability

Insurance.

Shall

be

wrtttcn

ott

ISO

occurrence

form

CO

0001

(or

a

substitute

form

providing

equivalent

coverage)

and

shall

cover

liability

axising

from

premises,

operatlons

independent

contractors,

products-completed

operations,

personal

InJwy

and

liability

assumed

under

an

insured

contract

(including

the

tort

liability

of

another

assumed

in

a

business

contract).

if

a

1973

edition

ISO

form

must

be

used

by

the

insurer,

the

broad

form

comprehensive

general

liability

(BFCGL)

endorsement

shall

be

included.

Additionally,

the

policy

shall

not

contain

a

sunset

provision,

comn

utation

clause

or

any

other

provision

which

would

prohibit

the

reporting

of

a

claim

and

the

subsequent

defense

and

indemnity

that

would

normally

be

provided

by

the

policy.

Th.

policy

of

insurance

shall

contain

or

be

endorsed

to

include

the

following

(I)

PremiseslOperations

(II)

Products/C

mpleted

Operations;

(III)

Contractua;

(lv)

Independent

Contractors;

(v)

Broad

Form

Property

Damagc

(vi)

Personal

and

Mvertising

Tnjuiy;

(vii)

Separation

of

Insureds

(Severability

of

Interest);

(viii)

The

policy

shall

bcondorscdusinglsOfOrrnCG2o

1011

85(or

a

substitute

form

providing

equivalent

coverage)

so

as

to

include

United

States

Steel

Corporation

(hereinafter

#L1.

S.

Stccl

and

its

afiuiatca,

including

aft

units

1

divisions

and

subsidiaries

as

Additional

Insureds

on

a

primary

and

non-contributory

basis.

The

coverage

shall

contain

no

special

limitations

on

the

scope

of

protection

afforded

to

said

Additional

insured.

(Ix)

Waiver

of

subrogation

shall

be

provided

to

the

benefit

of

all

Mditional

Tnsurcds,

as

aforesaid.

(a)

No

XCI)

(explosion,

coliapse.

underground)

exclusion.

(xl)

For

any

claims

related

herein,

the

Weatwood’s

and

its

Su&ontractor’s

Insurance

shall

be

primary

and

non-contributory

Page

18

of

22

Stechnaking

Slag

Fines

Sales

Agreement

827/07

---

respecting

the aforesaid

Additional Inrurcda.

Any

iflSUrSflOe or

sfrisurance

maintained by U. S.

Steel

shall be in

excess ofthe

Weatwood’s and its Subcontractor’s

insurance

and shall not

contribute

with

it.

(xli)

The

policy

shall not contain any

provision, deftnition,

or

endorsement

which would

serve

to eliminate

third-party

action

over

claims.

(xlii)

The

poiicy

shall not be endorsed

to

include ISO

endorsement

form

CG

2426 or

any

similar

pmvision.

(xlv)

Self-funded or other

non-risk

transfer Insurance

mechanisms

are

not normally

acceptable

to U.

S. Steel.

If the

Weatwood

and/or

Subcontractor has

such

a

pregram,

full disclosure

must

be made

to

U.

S. Steel

prior to any

consideration

being

given.

SPECIAL

NOTE: Ifwatercrafis are

used

In

connection

with operations,

evidence

of

watercraft

IIabIHty

coverage Is required,

subject to

U. S.

Stods

approvaL

AntomoiillelAabffltv

Insurancet As

specified by ISO

form

number

CA0001, Symbol

I

(any auto),

with an MCS

90

endoreemant

and a CA

994*

endorsement

attached If hazardous

materials

or waste

are to be

transported.

This

policy

shall

be

endorsed

to

include U. S.

Steel

and its affiliates, Including

all

unIts,

divisions and

subsidlaris as

Additional

Tnsureds,

and

to

include

waiver

of

subrogation

to the benefit

ofall Additional

Inaureds,

as

aforesaid.

C.

Work CompennfiogJn

urnnce

As

required by the

State

or

Commonwealth in which

work

is

being done, and

In

accordance

with any

applicable

?ederal

laws,

Including

Employer’s Liability Insurance

and/ar Stop

Gap

Liability

coverage as

par

below

lhnlta. Where not otherwise

prohibited

by

law, this policy

shall be

endorsed to

include

waiver

of

subrogation

to the

benefit

of

U. S.

Steel

and its

affiliates,

including all

units,

divisions,

and

subsidiaries.

IL

Emrabllitvand/or.too

Gn1abIlityCeveraaei

Coveragea per

accident,

disease-policy limit, and

disease

each

employee.

Note:

Relating to

Items

C.

and

IL

Above - Operations

on

or near

water require

the

following: Statutory Workers’ Compcnsatlo&VSL&fl coverage,

Employer’s

Liability

Including

Maritime

Employer’s Liability

coverage.

L

ors

and

Omissions ProfessIonal

Liability

Insuranee

(Ifmade

annilbie

bylLS.Sleefl: Coverage should

be for a professional

error, act,

or omission

arising

out ofthe Westwood’s

performance ofwork

hereunder.

The

policy

form may not

exclude

coverage

for

bodily

btjwy,

property damage,

claims

arising

out

of

laboratory analysis,

pollution

or the

operations

of

a treatment faciIity

to the extent these items

are applicable under

the

scope

of

work hereunder. This

policy

shall be endorsed

to include

waiver of

subrogation

to the benefit of

IL

S.

Steel

and

its affiliates,

including all

units,

divisiong, and

subsidiaries. Ifcoverage

is on a

claims-made

form,

Westwood

shall maintain continuous

coverage or

exercise an

extended

discovesy period

for

a

period

of

no less

than

five(S) years

from

the time that

the work

hereunder

has been

completed.

Page 19

of22

Steetruaklng Slag Flees Sales

Agreement

5127157

---

F.

by

t1L

Steeth

Covering

damage to the

environmen

both sudden

and

non-sudden,

caused by

the emission, disposal,

elcase

seepage,

or escape

of

smoke, vapors

soot,

fwncs, acids,

alkalis,

toxic chemicals,

liquid

or

gases, waste

materials

or

other irritants,

contaminants or pollutants,

into or

upon land, the

atmosphere

or

any

water course

or body of water

or the generation

fodor

1

noises, vibrations,

!l

electricity,

radiation,

changes

in

temperature,

or

any

other

sensory

phenomena. Such

maurance

shall

contain

or be endorsed

to

include

(I)

Property

damage, including

loss of

use, injury

to

or

destruction

of property;

(10

Cleanup

costs which

shall include

operations

designed

to

enaWze.

moillor. remove, remedy,

neutralize,

or

clean

up

any

released

or escaped

substancc

which has

caused

environmental

impaimient or

could cause envIronmental

impairment

ifnet

removed,

neutralized

or

cleaned up,

(lii)

Personal injury,

which shall include

bodily

injury,

sickness,

disease,

mental anguish,

shock,

or disability

sustained

by

any

person,

Including death

resulting there

from.

(lv)

U.

S. Steel

and

its aIliliatcs,

including

all

units, divisions

and

subsidiaries

as

Additional

macteds,

on a

primary

and non-

contributory

basis.

(v)

Waiver

of

Subrogation

in

favor

ofU, S.

Steel and its

affiliates,

including

all units, divisions, and

subsidiaries.

Ifthe

Environmental

Impairment insurance

is one claims-made

term, Weatwood

shall

maintain

continuous

coverage

or exercise

an

extended

discovery period

lbr

a

period of

no

less

than

five(S)

years

front

the

time

that

the work hereunder baa

been

completed.

2.

MiImqmmft,gulj,,urojwe

- Westwood

and

its

Subcontractor(s)

shall

maintain limits no

Iei.v

than:

A.

CoTnmerdal

GencralJAsbllltv

Including

Umbrella Liability

Insurance,

ifnecessary,

limits

shall

be

not less

then

$5,000,000

each

occurrence for

pemonal

injury and

property

damage;

$5,000,000

aggregate for

products

end

completed

operations;

$5,000,000 general

aggregate.

The

limits and coverage requirements

may

be revised

at the

option

ofU.

S. Steel.

E

AutnmobflLjsbllltyjnsumncct

Including

Umbrella

Liability

Insurance,

if necessary,

limits shall

be

not

less

than $2,000,000

per accident

for

bodily injury and

propty

damage,

$5,000,000

if

hazardous materials

or

substances

are to be

transported.

C

Worke&

ComnensatImi

As required by the

State

orCornmonwcalth

in which

the

work

will

be

performed,

and as required

by any

applicable

Federal

laws,

1),

Em

LiahlIftvar4/orStonCanTJtbIllt

Coverave indlor

tmnIoversL4ahflftyJneldln

Maritime Emolover’s

Llsbllthz

$1,000,000

per accident,

Page 20 of22

Stechnaklng

Slag nines

Salts Apcmer

5121101

---

$1,000,000

di

asc-policy

limit,

and

$1,000,000

disease

each

employee.

(May

include

Umbrella

coverage.)

£

Errori

and

OrmssIonsProfessionalJJabillt1nsnrance

(If

applicable)

$2,000,000

per

loss

$4,000,000

annual

aggregate

limit

F.

Environmentalirnualrrnent

Insurance:

(If

applicable)

55,000,000

combined

single

lmit

per

loss.

The

limits

and

coverage

requirements

may

be

rcviscd

at

the

option

of

U.

S.

Steel.

3.

iui#Th1øs

and

Sell

Jnsured

Re:en#rins

—

All

insurance

coverage

carried

by

Westwood

and

its

Subcontractor(s)

shall

extend

to

and

protect

U.

S.

Steel,

its

subsdiariea

anWor

afliliates

to

the

full

amount

of

such

coverage,

and

all

deductibles

and/or

self-insured

retentiOns

(if

say),

including

those

relating

to

defense

costs,

are

the

sole

responsibility

of

Weatwood

and

its

Subcontractor(s).

4,

R

tlnar

of

Inn

ret

-

The

Westwood

and

its

Subcontractor(s)

will

only

use

Insurance

companies

acceptable

to

U

S

Steel

and

authorized

to

do

business

in

the

state

orarea

in

which

the

work

hereunder

is

to

be

performed.

Insurers

must

have

a

minimum

rating

of

A-,

Class

VU,

as

evaluated

by

the

roost

current

AM

Best

rating

guide

If

the

insurer

has

a

rating

less

than

an

A-,

Class

VU,

the

Weatwood

must

receive

specific

written

approval

from

U.

S.

Steel

prior

to

proceeding.

5.

OIberinntrancezFrovl.riom

A.

Each

insurance

policy

required

by

this

clause

shall

be

endorsed

to

state

that

coverage

shall

not

be

suspended,

voided,

cancelled,

reduced

in

coverage

or

in

limits,

or

certificate

bolder

deimed

as

additional

insured

except

after

thirty

(30)

days

prior

written

notice

by

certified

mail,

return

receipt

requested,

has

bean

given

to

U.

S.

Sal.

B.

These

insurance

provisions

are

intended

to

be

a

separate

and

distinct

obligation

on

the

part

o

the

Westwood.

Therefore,

these

provisions

shall

be

enforceable

and

Westwood

and

its

Subcontractor(s)

shall

be

bound

thereby

regardless

of

whether

or

not

indemnity

provisions

are

determined

to

be

enforceable

in

the

jurisdiction

in

which

the

work

covered

hereunder

is

performed.

C.

The

above-described

insurance

coverage

to

be

provided

by

Westwood

and

its

Subcontractor(s)

hereunder

will

extend

coverage

to

all

work

or

services

performed

hereunder.

1).

The

obligation

of

the

Westwood

and

its

Subcontractor(s)

to

provide

the

insurance

heroin

above

specified

shall

not

limit

in

anyway

the

liability

or

obligations

assumed

by

the

Weatwood

and

its

Subcontractor(s)

hereunder.

P..

IntheeventWewndItsconthor(s),oritsinsurance

carrier

defaults

on

any

obligations

hereunder,

Weatwood

and

its

Subcontractor(s)

agree

that

they

will

be

liable

for

all

reasonable

expcnscs

and

attorneys’

fees

incurred

by

U.

S.

Steel

to

enforce

the

provisions

hereunder.

Page

Ii

of

22

Scctmakhig

Slag

Pines

Sales

Agreement

L’21/07

---

6.

E’idcnce

of Coyerafe

A.

Westwood

shall

furnish

to U. S.

Steci

copies

of

the

endor,cments

iffcting

the

coverage

required

by

this

spec

iation.

Additionally.

prior

to

the

commencement

0/any

worA

or

xervke.s

on

U

S.

StecI’.r

PremLscs,

Vastwood

shall

furnish

o

U. S.

Steel

CertIficats

of

Insurance

evidencing

full

compliance

with

the

requirements

herein.

The

ceriitcatcs

of

Insurance

must

show

that

the

required

insurance

is in

force,

the

amount

of

the

cornet’s

liability

there

under,

and

must

further

provWe

that

U. S.

Steel

will

be

given

thirty

(30)

Jays

advance

written

noto

of any

cancellation

or

reduction

in

coverage

or

in

limits,

or

deletion

of the

certificate

holder

herein

as

an

Additional

Ensured

under

the

policies.

Weatwood

shall also

carry

such

additional insurance

as

U.

S. Steel

may

specify

in

connection

with

the

Westwood’s

performance

of

its obligations

under

this

agreement.

B,

All

Certificates

of

Insurance

shall

be

in

form

and

content

acceptable

to

U.

S.

Steel

and

shall

be

submitted

to U.

S. Steel

in a timely

manner

so as

to

confirm

Westwood’e

full

compliance

with

the

insurance

requirements

stated

hereunder.

C.

Any

failure

on

the part

of U.

S. Steel

to

pursue

or

obtain

the

Certificates

of insurance

required

hereunder

from

Wcstwood

and/or

the failure

of

U.

S.

Steel

to point

out

any

non-compliance ofuch

Certificates

of

Insurance

shall

not constitute

a

waiver

of

any

of

the

insurance

requirements hereunder,

nor

relieve

Westwood

of any

of its

obligations

or

liabilities

hereunder.

Eiforeover,

acceptance by

U.

S. Steel

of

insurance

submitted

by the

Westwood

does

not

relieve

or decrease

in

any

manner

the

liability

of

the

Weatwood

for

performance

heteunder.

The

Weatwood

is

responsible

for

any

losses,

claim!,

and/or

costs

of any

kind

which

their

Insurance

does

nor cover.

B.

in

addition

to

its

other

remedies,

U. S.

Steel

may,

at

its sole

option

and

without

liability

to

Westwood, suspend

the

work

and/or

exclude

Westwood

from

U.

S.

Steel’s

premises

until

Wcstwood

furnishes

satisfactory

evidence

of its

full

compliance

with

the

provisions

hereunder.

7.

Sithcantracion

— Prior

to

the commencemeni of

any

work

or

servlcai

on

U

Ste.l,Prein1xes, Wesiwood

shall

be

responsible

to

obtain

separate

Certificates

of

Insurance

from

each

Subcontractor. All

coverages

for

Subcontractors

shall

be

subject

to

all

of

the

requirements

stated

herein.

Pa

22

of

22

Steeaking

Slag

Fines Sales

Aeemmt

&27I07

---

Attachment

IhGmnN.

City

Woiks

Se1

MakThg

Slag

Processing

Flow

Diagram

I

“:1

H

l;

---

Exhibit

“A”

Granite

City

Works

- EngIneering

Volume

Areas

---

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---

Date: 3/31/2009

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