EXHIBIT 4.B



 





Exhibit 4(b)



CLEVELAND-CLIFFS INC

SECOND AMENDMENT TO CREDIT AGREEMENT




     This
Second Amendment to Credit Agreement (the “Amendment”) is entered
into as of September 1, 2004, by and between Cleveland-Cliffs Inc, an Ohio
corporation (the “Borrower”), and Fifth Third Bank, an Ohio banking corporation
(the “Bank”), and with respect to Section 4.2 of this Amendment, the Guarantors
party hereto.



PRELIMINARY STATEMENTS




     A. The Borrower and the Bank entered into a certain Credit Agreement,
dated as of April 30, 2004, as amended by that certain waiver and amendment
letter dated July 26, 2004, between the Bank and the Borrower (collectively,
the “Credit Agreement”). All capitalized terms used herein without definition
shall have the same meanings herein as such terms have in the Credit Agreement.



     B. The Borrower and the Bank have agreed to amend the Credit Agreement
under the terms and conditions set forth in this Amendment.



     NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:



SECTION 1. AMENDMENTS TO CREDIT AGREEMENT.



     Upon satisfaction of the conditions precedent set forth in Section 2
hereof, the Credit Agreement is amended as follows:



     1.1. Clause (g) in the definition of “Restricted Investments” appearing in
Section 1.1 of the Credit Agreement shall be amended and restated in its
entirety as follows:





	 	 	 	“(g) Investments in commercial paper given a rating of
P-1 by Moody’s, a rating of A-1 or higher by S&P or
the highest rating available by any other credit
rating agency of recognized national standing and, in
all events, maturing not more than 270 days from the
date of creation thereof;”





     1.2. The definition of “Tangible Net Worth” appearing in Section 1.1 of
the Credit Agreement shall be amended and restated in its entirety as follows:





	 	 	 	“‘Tangible Net Worth’ means, at any time the same is
to be determined, the total shareholders’ equity
(including capital stock, additional paid-in capital
and retained earnings after deducting treasury stock)
which would appear on the balance sheet of the
Borrower and its Subsidiaries determined on a
consolidated basis in accordance with GAAP plus, (a),
to the extent not already included in such total
shareholder’s equity, the book value of




 









 







	 	 	 	convertible preferred stock of the Borrower, less (x)
the aggregate book value of all assets which would be
classified as intangible assets (other than intangible
pension assets) under GAAP, including, without
limitation, goodwill, patents, trademarks, trade
names, copyrights, franchises and deferred charges
(including, without limitation, unamortized debt
discount and expense, organization costs and deferred
research and development expense) and similar assets.”





     1.3. Section 6.12 of the Credit Agreement shall be amended by deleting the
“and” at the end of clause (h), deleting the period at the end of clause (i)
and inserting in place of such period a semi-colon followed by the word “and”
and adding an new clause (j) at the end of such Section that shall read as
follows:





	 	 	 	“(j) Contingent Obligations of the Borrower for
primary obligations of any of the Borrower’s
Subsidiaries and Contingent Obligations of any
Subsidiary for primary obligations of any of its
Subsidiaries.”





     1.4. Section 6.17(a) of the Credit Agreement shall be amended and restated
in its entirety as follows:





	 	 	 	“(a) Minimum Tangible Net Worth. On and after June
30, 2004, the Borrower will at all times keep and
maintain Tangible Net Worth at an amount not less than
$300 million.”





     1.5. Section 6.17(d) of the Credit Agreement shall be amended and restated
in its entirety as follows:





	 	 	 	“(d) Capital Expenditures. The Borrower will not, nor
shall it permit any Subsidiary to, expend or become
obligated for Capital Expenditures in an aggregate
amount in excess of $100,000,000 during any fiscal
year of the Borrower, provided that the Bank’s consent
to, and approval of, Capital Expenditures proposed to
be made in excess of such $100,000,000 amount shall
not be unreasonably withheld.”





SECTION 2. CONDITIONS PRECEDENT.



     The effectiveness of this Amendment is subject to the satisfaction of all
of the following conditions precedent:



     2.1. The Borrower, the Guarantors and the Bank shall have executed and
delivered this Amendment.



     2.2. Legal matters incident to the execution and delivery of this
Amendment shall be satisfactory to the Bank and its counsel.



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2.3. The Borrower shall reimburse the Agent for all accrued and unpaid
amounts referred to in Section 4.3 hereof.



SECTION 3. REPRESENTATIONS AND WARRANTIES



     The Borrower represents and warrants to the Bank that (i) each of the
representations and warranties set forth in Section 5 of the Credit Agreement
is true and correct on and as of the date of this Amendment after giving effect
to this Amendment as if made on and as of the date hereof and as if each
reference therein to the Credit Agreement referred to the Credit Agreement as
amended hereby (except that the representations and warranties contained in
Section 5.5 shall be deemed to refer to the most recent financial statements of
the Borrower delivered to the Bank); (ii) as of the date hereof, no Default and
no Event of Default exists; and (iii) without limiting the effect of the
foregoing, the Borrower’s execution, delivery and performance of this Amendment
has been duly authorized, and this Amendment has been executed and delivered by
duly authorized officers of the Borrower and each Guarantor.



SECTION 4. MISCELLANEOUS.



     4.1 Except as specifically amended herein, the Credit Agreement shall
continue in full force and effect in accordance with its original terms.
Reference to this specific Amendment need not be made in the Credit Agreement
or any other Loan Document, or in any certificate, letter or communication
issued or made pursuant to or with respect to any Loan Document, any reference
in any of such items to the Credit Agreement being sufficient to refer to the
Credit Agreement as amended hereby.



     4.2. Each Guarantor reaffirms the terms and conditions of its Guaranty and
acknowledges and agrees that such Guaranty is hereby ratified, reaffirmed and
confirmed.



     4.3. The Borrower agrees to pay on demand all costs and expenses of or
incurred by the Agent in connection with the negotiation, preparation,
execution and delivery of this Amendment, including the reasonable fees and
expenses of counsel for the Agent.



     4.4. This Amendment may be executed in any number of counterparts and by
different parties hereto on separate counterpart signature pages, each of which
when so executed shall be an original but all of which shall constitute one and
the same instrument. This Amendment shall be governed by the internal laws of
the State of Ohio.



[SIGNATURE PAGES TO FOLLOW]




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     IN WITNESS WHEREOF, the parties hereto have caused their duly authorized
officers to execute and deliver this Second Amendment to Credit Agreement as of
the date first set forth above.


	 	 	 	 	 
	 	“BORROWER”



CLEVELAND-CLIFFS INC

 	 
	 	By  	/s/  D. J. Gallagher
 	 
	 	 	Name  	D.J. Gallagher 	 
	 	 	Title  	Senior Vice President, Chief 

Financial Officer and Treasurer 	 
	 



	 	 	 	 	 
	 	“BANK”





FIFTH THIRD BANK, an Ohio banking

   corporation

 	 
	 	By  	/s/ R. C. Lanctot
 	 
	 	 	Name  	Roy C. Lanctot 	 
	 	 	Title  	Vice President 	 
	 





     Acknowledged and agreed to with respect to Section 4.2 hereof


	 	 	 	 	 
	 	“GUARANTORS”



THE CLEVELAND-CLIFFS IRON COMPANY;

CLIFFS SALES COMPANY (F/K/A NORTHSHORE

   SALES COMPANY);

CLIFFS MINING COMPANY;

CLIFFS MINING SERVICES COMPANY;

IRONUNITS LLC;

NORTHSHORE MINING COMPANY;

LAKE SUPERIOR & ISHPEMING RAILROAD

   COMPANY;

AND 

CLIFFS MINNESOTA MINING COMPANY

 	 
	 	By  	/s/ D. J. Gallagher
 	 
	 	 	Name  	D.J. Gallagher 	 
	 	 	Title  	Treasurer 	 
	 





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