EX-10(A)







	 	 	 	 	 



Exhibit 10(a)


EXECUTION
COPY


PAYMENT AGREEMENT





     This Payment Agreement (the “Agreement”) is made and entered into as of the 3rd day of
October, 2008 (the “Effective Date”), among Cleveland-Cliffs Inc, an Ohio corporation
(“CLF”), Cliffs Mining Company, a Delaware corporation and wholly-owned subsidiary of CLF
(“CMC” and collectively with CLF, “Cliffs”), The Regent Investment Company, L.P., a
Delaware limited partnership (“Regent”); Questor Partners Fund II, L.P., a Delaware limited
partnership (“QPII”); Questor Side-by-Side Partners II, L.P., a Delaware limited
partnership (“SBSII”); Questor Side-by-Side Partners II 3(c)1, L.P., a Delaware limited
partnership (“SBSII3(c)1”); Questor General Partner II, L.P., a Delaware limited
partnership (“QGPII” and, together with QPII, SBSII, SBSII3(c)1, the “Questor
Members”); PinnOak Resources Employee Equity Incentive Plan, LLC, a Delaware limited liability
company (“Employee LLC” and, together with Regent, the Questor Members and Employee LLC,
the “Selling Unit Holders”).



RECITALS




     A. On June 14, 2007, CLF, the Selling Unit Holders, PinnOak Resources, LLC, a Delaware limited
liability company (“PinnOak”), and Questor Partners Fund II AIV-1, LLC, a Delaware limited
liability company (“QPII-AIV”), entered into that certain Unit Purchase Agreement (the
“Purchase Agreement”).



     B. On July 18, 2007, pursuant to that certain Assignment and Assumption Agreement, CLF
assigned and transferred its rights, interests and obligations under the Purchase Agreement to CMC
and CMC assumed such rights, interests and obligations, such that, on July 31, 2007, CLF,
indirectly through CMC and CLF PinnOak LLC, a Delaware limited liability company and wholly-owned
subsidiary of CLF, acquired from the Selling Unit Holders and QPII-AIV all of the outstanding units
in PinnOak.



     C. As part the Purchase Price paid under Section 2.2(a)(iii) of the Purchase Agreement, the
Selling Unit Holders and the Blocker Parties are to receive, on or before December 31, 2009, the
Deferred Payment.



     D. In consideration of the premises and the terms and conditions of this Agreement, the
parties have agreed to amend the Purchase Agreement to provide for the acceleration and payment, in
full without any DP Setoff Amount, of the Deferred Payment contemporaneously with the execution and
delivery of this Agreement.



     E. As part the Purchase Price paid under Section 2.2(a)(iv) of the Purchase Agreement, the
Selling Unit Holders and the Blocker Parties are to receive an Earnout Payment if certain financial
criteria and other metrics are met by PinnOak during the Earnout Period, which Earnout Payment is
defined, determined and paid out in accordance with the terms of Section 2.3 of the Purchase
Agreement.



     F. In further consideration of the premises and the terms and conditions of this Agreement,
the parties have agreed to amend the Purchase Agreement to fix the amount of the Earnout Payment
and to provide for the acceleration of the Earnout Due Date and the payment,



 








 




without any EO Setoff
Amount, of such agreed-upon Earnout Payment contemporaneously with the execution and delivery of
this Agreement.




     G. The parties have further agreed to amend the Purchase Agreement to reflect the agreement of
the Selling Unit Holders, on behalf of themselves, and QPII, on behalf of the Blocker Parties, to
accept payment of the Deferred Payment and Earnout Payment in the form of Cliffs Stock (as defined
herein) to be issued contemporaneously with the effectiveness of this Agreement and not in cash.



     H. The parties have further agreed to amend the Purchase Agreement to reflect the agreement of
Cliffs to provide to the Selling Unit Holders and the Blocker Parties a true-up, to be paid in the
form of the issuance of additional Cliffs Stock, if any, in the event that the Adjustment Date
Stock Price (as defined herein) is less than the Base Stock Price (as defined herein).



     I. Capitalized terms not otherwise defined in this Agreement shall have the meanings set forth
in the Purchase Agreement.



     NOW, THEREFORE, the parties hereto agree as follows:




	1.	 	Governing Provisions. In the event of any discrepancy between this Agreement and the
provisions of the Purchase Agreement, this Agreement shall control. Each of the Selling Unit
Holders and Cliffs acknowledges that the provisions of this Agreement may not be consistent
with, and in some cases may directly conflict with, the provisions of the Purchase Agreement.
Each of the Selling Unit Holders and Cliffs hereby waive any provision of the Purchase
Agreement that is inconsistent with any provision of this Agreement. This is a waiver only as
to the transactions contemplated by this Agreement and shall not operate as a waiver for any
other purpose.
	 
	2.	 	Deferred Payment. The parties hereto agree that the Deferred Payment under Section 2.2(c)(i)
of the Purchase Agreement shall be $108,393,750. The parties hereto agree that for all
purposes under the Purchase Agreement the due date for the Deferred Payment shall be the date
of this Agreement, and Cliffs agrees to pay the Deferred Payment to each of the Selling Unit
Holders and the Blocker Parties contemporaneously with the execution and delivery of this
Agreement. The form of payment shall be as provided in Section 5 of this Agreement and shall
be allocated and paid to each Selling Unit Holder and Blocker Party as provided for in Section
2.2(c)(i) of the Purchase Agreement. For the avoidance of doubt, Cliffs acknowledges and
agrees that the DP Setoff Amount shall be zero dollars ($0.00) and that there will be no
reduction in the amount of or set off against the Deferred Payment under this Agreement or the
Purchase Agreement.
	 
	3.	 	Earnout Payment. The parties hereto agree that the Earnout Payment under Section 2.3(g)(i)
of the Purchase Agreement shall be $151,606,250. The parties hereto agree that
for all purposes of the Purchase Agreement the Earnout Due Date shall be the date of this
Agreement, and Cliffs agrees to pay the Earnout Payment shall to each of the Selling Unit
Holders and the Blocker Parties contemporaneously with the execution and delivery of this
Agreement. The form of payment shall be as provided in Section 5 of this 





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	 	 	Agreement and
shall be allocated and paid to each Selling Unit Holder and Blocker Party as provided for in
Section 2.3(f) of the Purchase Agreement. For the avoidance of doubt, Cliffs acknowledges
and agrees that the EO Setoff Amount shall be zero dollars ($0.00) and that that there will
be no reduction in the amount of or set off against the Earnout Payment under this Agreement
or the Purchase Agreement.
	 
	4.	 	Indemnification under the Purchase Agreement. Pursuant to the terms of the Purchase
Agreement, including Sections 8.2(d), 8.4(b) and 8.6 thereof, any payments required to be made
by a Selling Unit Holder pursuant to Article VIII of the Purchase Agreement, except payments
for claims based on fraud, were to be solely and exclusively funded by the right to set-off
the Deferred Payment and, with respect certain claims, exclusively funded by the right first
to set-off the Deferred Payment with any balance to be funded by the right to set-off the
Earnout Payment. In addition, pursuant to the terms of the Purchase Agreement, notice of any
claim in respect of a breach of a representation, warranty, covenant or agreement must be
delivered before the Cut-off Date or, in any event, on or prior to the Earnout Due Date.
Cliffs acknowledges and agrees that it has made no claims for indemnification pursuant to
Article VIII of the Purchase Agreement prior to the date of this Agreement and that it will be
foreclosed from bringing any such claims from and after the execution and delivery of this
Agreement. Cliff hereby irrevocably waives any and all of its rights and claims to
indemnification pursuant to Article VIII of the Purchase Agreement and irrevocably releases
the Selling Unit Holders from any and all obligations under Article VIII of the Purchase
Agreement. For purposes of this Section 4, the term “Selling Unit Holder” shall be deemed to
include the Blocker Parties.
	 
	5.	 	Payments. In consideration for the Selling Unit Holders entering into this Agreement:






	 	5.1	 	Contemporaneously with the execution and delivery of this Agreement, CLF will
issue to the Selling Unit Holders and the Blocker Parties an aggregate number of shares
of Cliffs Stock (hereinafter referred to as the “Final Payment”) determined by
the quotient of (a) $260,000,000 (which amount is equal to the sum of the Deferred
Payment plus the Earnout Payment) divided by (b) $65.00.
	 
	 	5.2	 	The shares of Cliffs Stock comprising the Final Payment (the “Final Payment
Shares”) shall be allocated among and issued to the Selling Unit Holders and
Blocker Parties by Cliffs issuing to each Selling Unit Holder and Blocker Party such
number of shares of Cliffs Stock set forth opposite such recipient’s name on Exhibit A
attached hereto under the heading “Number of Final Payment Shares”. Except as provided
in Section 5.3 below, the Final Payment will constitute full and final payment to each
Selling Unit Holder and Blocker Party (with respect to their portion thereof) of the
Deferred Payment and the Earnout Payment under the Purchase Agreement and Cliffs shall
have no further obligations to the Selling Unit Holders or the Blocker Parties under
the Purchase Agreement with respect to
the payment of Purchase Price. The Final Payment Shares will be issued in
book-entry form, and CLF will provide evidence that the shares have been credited to
a book-entry account in the applicable Selling Unit Holder’s name.





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	 	5.3	 	In the event that the Adjustment Date Stock Price is lower than the Base Stock
Price, CLF agrees to issue to the Selling Unit Holders and Blocker Parties an aggregate
number of additional shares of Cliffs Stock equal to the quotient of (a) the product of
(i) the total number of shares of Cliffs Stock issued on the Effective Date pursuant to
Section 5.2 multiplied by (ii) the excess of the Base Stock Price over the Adjustment
Date Stock Price divided by (b) the Adjustment Date Stock Price (the “Adjustment
Payment”). If an Adjustment Payment is required to be issued under this Section
5.3, the shares of Cliffs Stock comprising the Adjustment Payment (the “Adjustment
Payment Shares” and together with the Final Payment Shares, the “Payment
Agreement Shares”) shall be allocated among and issued to the Selling Unit Holders
and Blocker Parties by Cliffs issuing to each Selling Unit Holder and Blocker Party
such number of shares of Cliffs Stock as is equal to the product of (a) the Adjustment
Payment multiplied by (b) the applicable percentage of such Selling Unit Holder and
Blocker Party as set forth opposite such recipient’s name on Exhibit A attached hereto
under the heading “% Allocation For Adjustment Payment Shares”. Fractional shares will
not be issued and the portion of the Adjustment Payment issuable to each Selling Unit
Holder or Blocker Party will be rounded up to the next whole share. The Adjustment
Payment Shares will be issued in book-entry form, and CLF will provide evidence that
such shares have been credited to a book-entry account in the applicable Selling Unit
Holder’s name. Notwithstanding any provision to the contrary in this Section 5.3, CLF
shall be under no obligation to issue additional shares of Cliffs Stock pursuant to
this Section 5.3 if the Shelf Registration Statement was not effective on October 7,
2008 due to the failure of one or more Selling Unit Holders to provide information
required to be in the Shelf Registration Statement pursuant to Item 507 of Regulation
S-K (the “Shareholder Information”); provided, however, that such additional
shares shall be issuable if the Shelf Registration Statement is not effective within
two Business Days after the date all Shareholder Information has been delivered to CLF.
	 
	 	5.4	 	For purposes of this Agreement, “Cliffs Stock” shall mean the CLF
common shares, par value $0.125 per share; the “Base Stock Price” shall be an
amount equal to the average of the closing price of a share of Cliffs Stock on the New
York Stock Exchange for the two (2) trading days immediately preceding October 7, 2008
rounded to the nearest penny; and the “Adjustment Date Stock Price” shall mean
the closing price of a share of Cliffs Stock on the New York Stock Exchange for the two
(2) trading days immediately preceding the Adjustment Date rounded to the nearest
penny; and the “Adjustment Date” means the date the Shelf Registration
Statement (as defined below) becomes effective under the Securities Act of 1933, as
amended (the “Securities Act”) and the Prospectus (as defined below) forming a
part thereof is available for use by the Selling Unit Holders in connection with the
offer and sale of all of the shares of Cliffs Stock issued pursuant to this Agreement.





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	6.	 	Registration Rights






	 	6.1	 	Cliffs will use its best efforts to cause a Shelf Registration Statement to
become effective under the Securities Act on October 7, 2008 (but in any event no later
than October 14, 2008) and if CLF becomes eligible to file an “automatic shelf
registration statement” (as defined in Rule 405 of the Securities Act) and if CLF is a
“well-known seasoned issuer” (as defined in Rule 405 of the Securities Act), then CLF
shall file with the Commission the Shelf Registration Statement in the form of an
automatic shelf registration statement relating to the offer and sale of all of the
Registrable Securities (as defined herein) by the Selling Unit Holders from time to
time in accordance with the methods of distribution elected by the Selling Unit Holders
and set forth in such Shelf Registration Statement. For purposes of this Agreement,
the term “Shelf Registration Statement” means a “shelf” registration statement
filed under the Securities Act providing for the registration of, and the sale on a
continuous or delayed basis by the Selling Unit Holders of, all of the Registrable
Securities pursuant to Rule 415 under the Securities Act and/or any similar rule that
may be adopted by the Commission, filed by CLF pursuant to the provisions of Section 6
of this Agreement, including the Prospectus contained therein, any amendments and
supplements to such registration statement, including post-effective amendments, and
all exhibits and all material incorporated by reference in such registration statement;
“Registrable Securities” means (i) all or any portion of the Payment Agreement
Shares and (ii) any other shares of Cliffs Stock or other securities issued as (or
issued upon conversion or exercise of any warrant, right or other security which is
issued as) a dividend or other distribution with respect to, in exchange for or in
replacement of the Payment Agreement Shares; provided, however, that
any such securities shall cease to be “Registrable Securities” if they are transferred
or sold by a Selling Unit Holder to any person that is not a Permitted Transferee (as
defined below) of such Selling Unit Holder; “Prospectus” means the prospectus
(including, without limitation, any preliminary prospectus, any final prospectus and
any prospectus that discloses information previously omitted from a prospectus filed as
part of an effective registration statement in reliance upon Rule 430A under the
Securities Act) included in the Shelf Registration Statement, as amended or
supplemented by any prospectus supplement with respect to the terms of the offering of
any portion of the Registrable Securities covered by the Shelf Registration Statement
and by all other amendments and supplements to such prospectus, including all material
incorporated by reference in such prospectus and all documents filed after the date of
such prospectus by CLF under the Securities Exchange Act of 1934, as amended (the
“Exchange Act”) and incorporated by reference therein; and “Permitted
Transferee” means in the case of each Selling Unit Holder: (a) any affiliate of
such Selling Unit Holder; and (b) in the case of a Selling Unit Holder that is a
corporation, limited partnership, limited liability company, trust or other entity, the
stockholders, partners, members or holders of other beneficial or equity interests of
such entity, who receive Registrable Shares in a distribution thereof from the entity
in a transaction that is not deemed to be a sale under Section 5 of the Securities Act.
For purposes of this Section 6 and Exhibit B attached hereto,





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	 	 	 	the term “Selling Unit Holder” shall be deemed to include any Permitted Transferee.
	 
	 	6.2	 	CLF shall use its commercially reasonable efforts to keep the Shelf
Registration Statement continuously effective under the Securities Act in order to
permit the Prospectus to be usable by the Selling Unit Holders until the earliest of:
(1) the sale of all Cliffs Stock registered under the Shelf Registration Statement; (2)
the six-month anniversary of the date hereof if, at such time, the Cliffs Stock is
tradable by the Selling Unit Holders without restriction pursuant to Rule 144 of the
Securities Act; and (3) the one-year anniversary of the date hereof (such period being
referred to herein as the “Effectiveness Period”). CLF shall be deemed not to
have used its commercially reasonable efforts to keep the Shelf Registration Statement
effective during the requisite period if CLF voluntarily takes any action that would
result in the Selling Unit Holders not being able to offer and sell any of the Cliffs
Stock covered thereby during that period, unless such action is (A) required by
applicable law and CLF thereafter promptly complies with the requirements of Section 9
of Exhibit B attached hereto or (B) permitted pursuant to Section 6.3 below.
	 
	 	6.3	 	CLF may suspend the use of the Prospectus for up to four (4) periods not to
exceed 10 consecutive days per period or an aggregate of 30 days during the
Effectiveness Period, if the Board of Directors of CLF shall have determined in good
faith that because of valid business reasons (not including avoidance of CLF’s
obligations hereunder), including the acquisition or divestiture of assets, pending
corporate developments and similar events, it is in the best interests of CLF to
suspend such use, and prior to suspending such use CLF provides the Selling Unit
Holders with ten (10) Business Days’ prior written notice (a “Blackout Notice”)
of such suspension, which notice need not specify the nature of the event giving rise
to such suspension; provided, however, that CLF shall not be permitted to provide the
Selling Unit Holders with a Blackout Notice during the period ending on the tenth
Business Day following the date the Shelf Registration Statement is effective and the
Prospectus included therein is available for use by the Selling Unit Holders.
	 
	 	6.4	 	In connection with the Shelf Registration Statement, the registration
procedures set forth on Exhibit B attached hereto shall apply. The terms and provisions
of Exhibit B are incorporated into and form an integral part of this Section 6.
	 
	 	6.5	 	Except as otherwise provided herein and in Exhibit B attached hereto, CLF shall
bear all fees and expenses incurred in connection with the performance of its
obligations under Section 6 hereof and Exhibit B attached hereto; provided, however,
that CLF shall not be responsible for the fees and expenses incurred by counsel for the
Selling Unit Holders. Each Selling Unit Holder shall pay all discounts and commissions
and transfer taxes, if any, relating to the sale or disposition of the Selling Unit
Holder’s Registrable Securities pursuant to the Shelf Registration Statement.





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	7.	 	Representations and Warranties.






	 	7.1	 	Cliffs. Cliffs hereby represents and warrants to the Selling Unit
Holders as follows:






	 	(a)	 	Authority. Cliffs has all necessary corporate power and
authority to enter into this Agreement, to carry out its obligations hereunder
and to consummate the transactions contemplated hereby, including the power and
authority to pay and issue the Payment Agreement Shares. The execution and
delivery of this Agreement by Cliffs, the performance by Cliffs of its
obligations hereunder and the consummation by Cliffs of the transactions
contemplated hereby have been duly authorized by all requisite corporate action
on the part of Cliffs. This Agreement has been duly executed and delivered by
Cliffs, and (assuming due authorization, execution and delivery by the Selling
Unit Holders) this Agreement constitutes the legal, valid and binding
obligation of Cliffs, enforceable against Cliffs in accordance with its terms,
subject to the effect of any applicable bankruptcy, reorganization, insolvency,
moratorium, fraudulent conveyance or similar Laws affecting creditors’ rights
generally and subject, as to enforceability, to the effect of general
principles of equity (regardless of whether such enforceability is considered
in a proceeding in equity or at law).
	 
	 	(b)	 	No Conflict. Except as may result from any facts or
circumstances relating solely to the Selling Unit Holders, the execution,
delivery and performance of this Agreement by Cliffs and the consummation by
Cliffs of the transactions contemplated hereby do not and will not (a) violate
or conflict with the articles or certificate of incorporation, bylaws, code of
regulations or similar governing documents of Cliffs, (b) conflict with or
violate, in any material respect, any Law or Governmental Order applicable to
Cliffs, or (c) result in a material breach of, or constitute a material default
(or event which with the giving of notice or lapse of time, or both, would
become a material default) under, or give to any Person any rights of
termination, amendment, acceleration or cancellation of, or result in the
creation of any Lien (other than a Permitted Lien) on any of the assets or
properties of Purchaser or pursuant to, any Contract to which Purchaser is a
party or by which any of their respective assets or properties are bound.
	 
	 	(c)	 	Consents and Approvals. The execution and delivery of
this Agreement by Cliffs do not, and the performance of this Agreement by
Cliffs will not, require any consent, approval, authorization or other action
by, or filing with or notification to, any Governmental Authority or Person,
except (a) where failure to obtain such consent, approval, authorization or
action, or to make such filing or notification, would not, individually or in
the aggregate, (i) prevent Cliffs from performing any of its material
obligations under this Agreement or consummating the transaction





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	 	 	 	contemplated hereby or (ii) reasonably be expected to have or result in a
material adverse effect on CLF and its subsidiaries, taken as a whole or (b)
as may be necessary as a result of any facts or circumstances relating
solely to the Selling Unit Holders.
	 
	 	(d)	 	Capital Structure. The authorized capital stock of CLF
consists entirely of (i) 224,000,000 shares of Cliffs Stock and (ii) 7,000,000
shares of preferred stock of CLF, of which (x) 3,000,000 shares have been
designated as Serial Preferred Stock, Class A, without par value, of which
172,500 shares have been designated as 3.25% Redeemable Cumulative Convertible
Perpetual Preferred Stock (“Series A-2 Preferred Stock”), and (y)
4,000,000 shares have been designated as Serial Preferred Stock, Class B,
without par value. At the close of business on September 30, 2008: (i)
106,720,611 shares of Cliffs Stock were issued and outstanding (including
1,923,607 shares of restricted stock); (ii) 27,902,917 shares of Cliffs Stock
were held by CLF in its treasury; (iii) 205 shares of Series A-2 Preferred
Stock were issued and outstanding and 27,728 shares of Cliffs Stock were
reserved for issuance in connection with the conversion of the Series A-2
Preferred Stock; and (iv) 8,500 shares of Cliffs Stock were subject to issued
and outstanding options to purchase Cliffs Stock. As of the close of business
on September 30, 2008, each share of Series A-2 Preferred Stock is currently
convertible into 133.0646 shares of Cliffs Stock at a conversion price of $7.52
per share of Cliffs Stock. All outstanding shares of capital stock of CLF are,
and all shares that may be issued (including pursuant to the terms of this
Agreement) will be, when issued, duly authorized, validly issued, fully paid
and nonassessable and not subject to or issued in violation of preemptive
rights. Except as otherwise provided in this Section 7.1(d), there are not
issued, reserved for issuance or outstanding (i) any shares of capital stock or
other voting securities of CLF, (ii) any securities convertible into or
exchangeable or exercisable for shares of capital stock or voting securities of
CLF or any subsidiary of CLF, or (iii) any warrants, calls, options or other
rights to acquire from CLF or any subsidiary of CLF any capital stock, voting
securities or securities convertible into or exchangeable or exercisable for
capital stock or voting securities of CLF or any subsidiary of CLF. Except as
otherwise provided in this Section 7.1(d), there are no outstanding obligations
of CLF or any subsidiary of CLF to (i) issue, deliver or sell, or caused to be
issued, delivered or sold, any capital stock, voting securities or securities
convertible into or exchangeable or exercisable for capital stock or voting
securities of CLF or any subsidiary of CLF or (ii) repurchase, redeem or
otherwise acquire any such securities. Pursuant to the Agreement and Plan of
Merger, dated as of July 15, 2008, by and among CLF, Alpha Natural Resources,
Inc. (“Alpha”) and Alpha Merger Sub, Inc. (formerly known as Daily
Double Acquisition, Inc.), CLF agreed to acquire Alpha, and each stockholder of
Alpha will receive 0.95 common shares of CLF and $22.33 in cash per share of
Alpha common stock. Pursuant to the Purchase and Sale Agreement, dated as of
July 11, 2008, by and among CLF, Cliffs





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	 	 	 	UTAC Holding LLC and United Mining Co., Ltd. (“United Mining”), CLF
may be required to issue additional common shares to United Mining in
connection with the purchase by CLF of United Mining’s 30% interest in
United Taconite LLC. Except as otherwise provided in this Section 7.1(d),
there are no agreements, arrangements or commitments of any character
(contingent or otherwise) pursuant to which any person is or may be entitled
to receive from CLF or a subsidiary of CLF any payment based on the
revenues, earnings or financial performance of CLF or any subsidiary of CLF
or assets or calculated in accordance therewith.
	 
	 	(e)	 	SEC Reports and Financial Statements; Undisclosed
Liabilities; WKSI Status. 






	 	(i)	 	CLF has timely filed all required reports,
schedules, forms, statements and other documents (including exhibits
and all other information incorporated therein) under the Securities
Act and the Exchange Act with the SEC since October 6, 2007 (as such
reports, schedules, forms, statements and documents have been amended
since the time of their filing, collectively, the “CLF SEC Documents”).
As of their respective dates, or if amended prior to the date of this
Agreement, as of the date of the last such amendment, the CLF SEC
Documents complied in all material respects with the requirements of
the Securities Act or the Exchange Act, as the case may be, and the
rules and regulations of the SEC promulgated thereunder applicable to
such CLF SEC Documents, and none of the CLF SEC Documents when filed,
or as so amended, contained any untrue statement of a material fact or
omitted to state a material fact required to be stated therein or
necessary in order to make the statements therein, in light of the
circumstances under which they were made, not misleading. As of the
date of this Agreement, other than comments received regarding the
registration statement on Form S-4 filed by CLF in connection with its
acquisition of Alpha, there are no outstanding or unresolved comments
in comment letters received from the SEC staff.
	 
	 	(ii)	 	The financial statements of CLF included in the
CLF SEC Documents, comply as to form, as of their respective date of
filing with the SEC, in all material respects with applicable
accounting requirements and the published rules and regulations of the
SEC with respect thereto, have been prepared in accordance with GAAP
(except, in the case of unaudited statements, as permitted by Form 10-Q
of the SEC) applied on a consistent basis during the periods involved
(except as may be indicated in the notes thereto), and on that basis
fairly present in all material respects the consolidated financial
position of CLF and the subsidiaries of CLF as of the dates thereof and
the consolidated statements of income, cash





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	 	 	 	flows and stockholders’ equity for the periods then ended (subject,
in the case of unaudited statements, to normal recurring year-end
audit adjustments). No subsidiary of CLF is required to make any
filings with the SEC. Except as disclosed in the CLF SEC Documents
filed since December 31, 2007 and prior to the date of this Agreement
(the “Recent CLF SEC Reports”), since December 31, 2007, CLF and the
subsidiaries of CLF have not incurred any liabilities (direct,
contingent or otherwise) that are of a nature that would be required
to be disclosed on a balance sheet of CLF and the subsidiaries of CLF
or the footnotes thereto prepared in conformity with GAAP, other than
(A) liabilities incurred in the ordinary course of business and (B)
liabilities that, individually or in the aggregate, would not
reasonably be expected to have or result in a material adverse effect
on CLF.
	 
	 	(iii)	 	As of October 6, 2008, to the best of CLF’s
knowledge, CLF will be a well-know seasoned issuer as defined in Rule
405(a) of the Securities Act.






	 	7.2	 	Selling Unit Holders. Each Selling Unit Holder, severally and not
jointly, hereby represents and warrants to Cliffs as follows:






	 	(a)	 	Authority. Such Selling Unit Holder has the full legal
right and power and all authority required by Law to enter into this Agreement,
to carry out its respective obligations hereunder and to consummate the
transactions contemplated hereby. This Agreement has been duly authorized,
executed and delivered by or on behalf of such Selling Unit Holder, and
(assuming due authorization, execution and delivery by Cliffs) this Agreement
constitutes the legal, valid and binding obligation of such Selling Unit
Holder, enforceable against such Selling Unit Holder in accordance with its
terms, subject to the effect of any applicable bankruptcy, reorganization,
insolvency, moratorium, fraudulent conveyance or similar Laws affecting
creditors’ rights generally and subject, as to enforceability, to the effect of
general principles of equity (regardless of whether such enforceability is
considered in a proceeding in equity or at law). 
	 
	 	(b)	 	No Conflict. Except as may result from any facts or
circumstances relating to Cliffs, the execution, delivery and performance of
this Agreement by or on behalf of such Selling Unit Holder and the consummation
by such Selling Unit Holder of the transactions contemplated hereby do not and
will not violate or conflict with the organizational documents of such Selling
Unit Holder or any Law or Governmental Order applicable to such Selling Unit
Holder, except for any such violations or conflicts as would not materially
delay the ability of such Selling Unit Holder to perform its material
obligations under this Agreement or consummate the transactions contemplated
hereby.





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	 	(c)	 	Consents and Approvals. The execution and delivery of
this Agreement by or behalf of such Selling Unit Holder do not, and the
performance by such Selling Unit Holder of its respective obligations hereunder
will not, require any consent, approval, authorization or other action by, or
filing with or notification to, any Governmental Authority or Person, except
(a) where failure to obtain such consent, approval, authorization or action, or
to make such filing or notification, would not prevent such Selling Unit Holder
from performing any of its material obligations under this Agreement or
consummating the transaction contemplated hereby or (c) as may be necessary as
a result of any facts or circumstances relating to Cliffs or its affiliates.
	 
	 	(d)	 	Securities Law Matters. Such Selling Unit Holder has
such knowledge and experience in financial and business matters as to be
capable of evaluating the merits and risks of their investment in the Cliffs
Stock and is able to bear the economic risks of such investment. Such Selling
Unit Holder understands that the Cliffs Stock has not been registered under the
Securities Act and may be resold only if registered pursuant to the provisions
of the Securities Act or if an exemption from registration is available.
Except for SBSII3(c)1, such Selling Unit Holder represents and warrants that he
or it is an “accredited investor” as defined in Rule 501(a) promulgated under
the Securities Act. Such Selling Unit Holder further represents that such
Selling Unit Holder has had the opportunity to ask questions of CLF and
received answers concerning the terms and conditions of the sale of the Cliffs
Stock. Except as contemplated by Section 6 of this Agreement, each Selling
Unit Holder severally represents that it is purchasing the Cliffs Stock for its
own account and not with a view to the distribution thereof.
	 
	 	(e)	 	QPII Authority For Blocker Parties. QPII has all power
and authority necessary to accept on behalf of the Blocker Parties the shares
of Cliffs Stock issuable hereunder to the Blocker Parties and to control the
vote and disposition of such shares.






	8.	 	Voting Agreement. Concurrently with the execution and delivery of this Agreement, CLF and
each Selling Unit Holder are entering into a Shareholder Voting Agreement, dated as of the
Effective Date, substantially in the form attached hereto as Exhibit C (each, a “Voting
Agreement”), between CLF and each Selling Unit Holder.






	9.	 	Indemnification.






	 	9.1	 	Indemnification by CLF. Upon the registration of the Registrable Securities
pursuant to Section 6 hereof, CLF shall indemnify and hold harmless the Selling Unit
Holders and each selling agent or other securities professional, if any, which
facilitates the disposition of Registrable Securities, and each of their respective
officers and directors and each person who controls such Selling Unit Holder, selling
agent or other securities professional within the meaning of Section 15 of





11








 






	 	 	 	the Securities Act or Section 20 of the Exchange Act (each such person being
sometimes referred to as an “Indemnified Person”) against any losses,
claims, damages or liabilities, joint or several, to which such Indemnified Person
may become subject under the Securities Act or otherwise, insofar as such losses,
claims, damages or liabilities (or actions in respect thereof) arise out of or are
based upon an untrue statement or alleged untrue statement of a material fact
contained in any Shelf Registration Statement under which such Registrable
Securities are to be registered under the Securities Act, or any Prospectus
contained therein or furnished by CLF to any Indemnified Person, or any amendment or
supplement thereto (including, without limitation, any “issuer free writing
prospectus” as defined in Rule 433), or arise out of or are based upon the omission
or alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading, and CLF hereby agrees to
reimburse such Indemnified Person for any legal or other expenses reasonably
incurred by them in connection with investigating or defending any such action or
claim as such expenses are incurred; provided, however, that CLF
shall not be liable to any such Indemnified Person in any such case to the extent
that any such loss, claim, damage or liability arises out of or is based upon an
untrue statement or alleged untrue statement or omission or alleged omission made in
such Shelf Registration Statement or Prospectus, or amendment or supplement
(including, without limitation, any “issuer free writing prospectus” as defined in
Rule 433), in reliance upon and in conformity with written information furnished to
CLF by an Indemnified Person expressly for use therein.
	 
	 	9.2	 	Indemnification by the Selling Unit Holders and any Agents. Each Selling Unit
Holder agrees, and each selling agent or other securities professional, if any, which
facilitates the disposition of Registrable Securities shall agree, as a consequence of
facilitating such disposition of Registrable Securities, severally and not jointly, to
(i) indemnify and hold harmless CLF, its directors, officers who sign any Shelf
Registration Statement and each person, if any, who controls CLF within the meaning of
either Section 15 of the Securities Act or Section 20 of the Exchange Act, against any
losses, claims, damages or liabilities to which CLF or such other persons may become
subject, under the Securities Act or otherwise, insofar as such losses, claims, damages
or liabilities (or actions in respect thereof) arise out of or are based upon an untrue
statement or alleged untrue statement of a material fact contained in such Shelf
Registration Statement or Prospectus, or any amendment or supplement (including,
without limitation, any “issuer free writing prospectus” as defined in Rule 433), or
arise out of or are based upon the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements therein
not misleading, in each case to the extent, but only to the extent, that such untrue
statement or alleged untrue statement or omission or alleged omission was made in
reliance upon and in conformity with written information furnished to CLF by such
Selling Unit Holder, selling agent or other securities professional expressly for use
therein, and (ii) reimburse CLF for any legal or other expenses reasonably incurred by
CLF in connection with investigating or defending any such action or claim as such
expenses are incurred; provided, however, that such Selling Unit Holder
shall not




12








 






	 	 	 	be required to undertake liability to any person under this Section 5(b) for any
amounts in excess of the dollar amount of the proceeds to be received by the Selling
Unit Holder from the sale of such Selling Unit Holder’s Registrable Securities
pursuant to such registration.
	 
	 	9.3	 	Notices of Claims, Etc. Promptly after receipt by an indemnified party under
Section 9.1 or 9.2 above of notice of the commencement of any action, such indemnified
party shall, if a claim in respect thereof is to be made against an indemnifying party
under this Section 9, notify such indemnifying party in writing of the commencement
thereof; but the omission so to notify the indemnifying party shall not relieve the
indemnifying party from any liability which the indemnifying party may have to any
indemnified party otherwise than under the indemnification provisions of or
contemplated by Section 9.1 or 9.2 above. In case any such action shall be brought
against any indemnified party and the indemnified party shall notify an indemnifying
party of the commencement thereof, such indemnifying party shall be entitled to
participate therein and, to the extent that the indemnifying party shall wish, jointly
with any other indemnifying party similarly notified, to assume the defense thereof,
with counsel reasonably satisfactory to such indemnified party, and, after notice from
the indemnifying party to such indemnified party of the indemnifying party’s election
so to assume the defense thereof, such indemnifying party shall not be liable to such
indemnified party under this Section 9 for any legal expenses of other counsel or any
other expenses, in each case subsequently incurred by such indemnified party, in
connection with the defense thereof other than reasonable costs of investigation. No
indemnifying party shall, without the written consent of the indemnified party, effect
the settlement or compromise of, or consent to the entry of any judgment with respect
to, any pending or threatened action or claim in respect of which indemnification or
contribution may be sought hereunder (whether or not the indemnified party is an actual
or potential party to such action or claim) unless such settlement, compromise or
judgment (i) in the case where the indemnified party is an actual party to such action
or claim, includes an unconditional release of the indemnified party from all liability
arising out of such action or claim and (ii) does not include a statement as to, or an
admission of, fault, culpability or a failure to act, by or on behalf of any
indemnified party.
	 
	 	9.4	 	Contribution. If the indemnification provided for in this Section 9 is
unavailable to or insufficient to hold harmless an indemnified party under
subsection (a) or (b) above in respect of any losses, claims, damages or liabilities
(or actions in respect thereof) referred to therein, then each indemnifying party shall
contribute to the amount paid or payable by such indemnified party as a result of such
losses, claims, damages or liabilities (or actions in respect thereof) in such
proportion as is appropriate to reflect the relative fault of the indemnifying party
and the indemnified party in connection with the statements or omissions which resulted
in such losses, claims, damages or liabilities (or actions in respect thereof), as well
as any other relevant equitable considerations. The relative fault of such
indemnifying party and indemnified party shall be determined by reference to, among
other things, whether the untrue or alleged untrue statement of a material






13








 






	 	 	 	fact or omission or alleged omission to state a material fact relates to information
supplied by such indemnifying party or by such indemnified party, and the parties’
relative intent, knowledge, access to information and opportunity to correct or
prevent such statement or omission. The parties hereto agree that it would not be
just and equitable if contribution pursuant to this Section 9.4 were determined by
pro rata allocation (even if the Selling Unit Holders or any selling agents or other
securities professionals or all of them were treated as one entity for such purpose)
or by any other method of allocation which does not take account of the equitable
considerations referred to in this Section 9.4. The amount paid or payable by an
indemnified party as a result of the losses, claims, damages or liabilities (or
actions in respect thereof) referred to above shall be deemed to include any legal
or other fees or expenses reasonably incurred by such indemnified party in
connection with investigating or defending any such action or claim. No person
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any person who was not guilty
of such fraudulent misrepresentation. The obligations of the Selling Unit Holders
and any selling agents or other securities professionals in this Section 9.4 to
contribute shall be several in proportion to the percentage of principal amount of
Registrable Securities registered by them and not joint.
	 
	 	9.5	 	Notwithstanding any other provision of this Section 9, in no event will (i) any
Selling Unit Holder be required to undertake liability to any person under this Section
9 for any amounts in excess of the dollar amount of the proceeds to be received by such
Selling Unit Holder from the sale of such Selling Unit Holder’s Registrable Securities
(after deducting any fees, discounts and commissions applicable thereto) pursuant to
any Shelf Registration Statement under which such Registrable Securities are to be
registered under the Securities Act and (ii) any selling agent or other securities
professional be required to undertake liability to any person hereunder for any amounts
in excess of the discount, commission or other compensation payable to such selling
agent or other securities professional with respect to the Registrable Securities
distributed by it to the public.
	 
	 	9.6	 	The obligations of CLF under this Section 9 shall be in addition to any
liability which CLF may otherwise have to any Indemnified Person and the obligations of
any Indemnified Person under this Section 9 shall be in addition to any liability which
such Indemnified Person may otherwise have to CLF. The remedies provided in this
Section 9 are not exclusive and shall not limit any rights or remedies which may
otherwise be available to an indemnified party at law or in equity.






	10.	 	Cooperation. Each of the parties will use its best efforts to take all actions and
to do all things necessary in order to carry out and make effective the transactions
contemplated by this Agreement.
	 
	11.	 	Expenses. Each party shall pay its own fees and expenses arising in connection with
the negotiation and preparation of the Agreement and the consummation of the transactions
contemplated hereby.










14









 












	12.	 	No Third Party Beneficiaries. Other than the Blocker Parties who expressly are
beneficiaries of the terms of this Agreement, this Agreement is for the sole benefit of the
parties hereto and their permitted assigns and nothing herein, express or implied, is intended
to or shall confer upon any other Person or entity any legal or equitable right, benefit or
remedy of any nature whatsoever under or by reason of this Agreement.






	13.	 	Entire Agreement. This Agreement, the Voting Agreements, the Registration Rights
Agreement and the Purchase Agreement (as amended hereby) supersede all prior agreements and
understandings, oral and written, among the parties with respect to the subject matter hereof,
and this Agreement, the Voting Agreements, the Registration Rights Agreement and the Purchase
Agreement (as amended hereby), constitute the entire agreement of the parties relating to the
subject matter herein.






	14.	 	Headings. The article, section and other headings contained in the Agreement are for
reference purposes only and shall not be deemed to be a part of the Agreement or to affect the
meaning or interpretation of the Agreement.






	15.	 	Counterparts. The Agreement may be executed in any number of counterparts, each of
which, when executed, shall be deemed to be an original, and all of which together shall be
deemed to be one and the same instrument.






	16.	 	Governing Law; Submission to Jurisdiction. This Agreement shall be governed and
construed in accordance with the laws of the State of Delaware applicable to contracts to be
made and performed entirely therein without giving effect to the principles of conflicts of
law thereof or of any other jurisdiction. Each of the parties hereto hereby expressly and
irrevocably submits to the exclusive personal jurisdiction of the United States District Court
for the District of Delaware and to the jurisdiction of any other competent court of the State
of Delaware located in New Castle County (collectively, the “Delaware Courts”), preserving,
however, all rights of removal to such federal court under 28 U.S.C. Section 1441, in
connection with all disputes arising out of or in connection with this Agreement or the
transactions contemplated hereby and agrees not to commence any litigation relating thereto
except in such courts. If the aforementioned courts do not have subject matter jurisdiction,
then the proceeding shall be brought in any other state or federal court located in the State
of Delaware, preserving, however, all rights of removal to such federal court under 28 U.S.C.
Section 1441. Each party hereby waives the right to any other jurisdiction or venue for any
litigation arising out of or in connection with this Agreement or the transactions
contemplated hereby to which any of them may be entitled by reason of its present or future
domicile. Notwithstanding the foregoing, each of the parties hereto agrees that each of the
other parties shall have the right to bring any action or proceeding for enforcement of a
judgment entered by the Delaware Courts in any other court or jurisdiction.




15









 












	17.	 	Waiver of Jury Trial. THE SELLING UNIT HOLDERS AND CLIFFS HEREBY IRREVOCABLY WAIVE
ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED IN
CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIONS OF
ANY OF THE SELLING UNIT HOLDERS OR CLIFFS IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND
ENFORCEMENT THEREOF.






	18.	 	Severability. If any term, covenant, condition, or provision of the Agreement or the
application thereof to any circumstance shall be invalid or unenforceable to any extent, the
remaining terms, covenants, conditions, and provisions of the Agreement shall not be affected
and each remaining term, covenant, condition, and provision of the Agreement shall be valid
and shall be enforceable to the fullest extent permitted by law. If any provision of the
Agreement is so broad as to be unenforceable, such provision shall be interpreted to be only
as broad as is enforceable.






	19.	 	Amendments. The Agreement may not be modified or changed except by an instrument or
instruments in writing signed by all parties making specific reference to this Agreement.






	20.	 	Assignment. No party shall assign its rights or obligations under this Agreement
without the prior written consent of the other party.






	21.	 	Successors and Assigns. The covenants, agreements, and conditions contained or
granted shall be binding upon and shall inure to the benefit of Cliffs and each Selling Unit
Holder and their respective successors and permitted assigns.






	22.	 	Construction of Agreement. The Agreement was negotiated at arm’s length by the
parties hereto and their respective counsel. The Agreement shall not be construed as having
been “drafted” by any one party and shall not be construed against any party as a drafting
party.





[Signature page to follow]





16









 





     IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first written
above.



	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 	 	CLEVELAND-CLIFFS INC	 	 
	 
	 	 	 	 	 	 
	 	 	/s/ Laurie Brlas	 	 
	 	 	 	 	 
	 	 	By: Laurie Brlas	 	 
	 	 	Its: Executive Vice President and
Chief Financial Officers	 	 
	 
	 	 	 	 	 	 
	 	 	CLIFFS MINING COMPANY	 	 
	 
	 	 	 	 	 	 
	 	 	/s/ Laurie Brlas	 	 
	 	 	 	 	 
	 	 	By: Laurie Brlas	 	 
	 	 	Its: Executive Vice President
and Chief Financial Officers	 	 
	 
	 	 	 	 	 	 
	 	 	THE REGENT INVESTMENT COMPANY, L.P.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Benjamin M. Statler	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Benjamin M. Statler	 	 
	 	 	Title:   President	 	 
	 
	 	 	 	 	 	 
	 	 	QUESTOR PARTNERS FUND II, L.P.	 	 
	 
	 	 	 	 	 	 
	 	 	By: Questor General Partner II, L.P.	 	 
	 	 	Its: General Partner	 	 
	 
	 	 	 	 	 	 
	 	 	By: Questor Principals II, Inc.	 	 
	 	 	Its: General Partner	 	 
	 
	 	 	 	 	 	 
	 
	 	By:	 	/s/ Robert D. Denious	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Robert D. Denious	 	 
	 	 	Title: Authorized Signatory	 	 






[Signature page to Payment Agreement]


 








 






	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 	 	QUESTOR SIDE-BY-SIDE PARTNERS II. L.P.	 	 
	 
	 	 	 	 	 	 
	 	 	By: Questor Principals II, Inc.	 	 
	 	 	Its: General Partner	 	 
	 
	 	 	 	 	 	 
	 
	 	By:	 	/s/  Robert D. Denious	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Robert D. Denious	 	 
	 	 	Title: Authorized Signatory	 	 
	 
	 	 	 	 	 	 
	 	 	QUESTOR SIDE-BY-SIDE PARTNERS II 3(c)1, L.P.	 	 
	 
	 	 	By: Questor Principals II, Inc.	 	 
	 	 	Its: General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Robert D. Denious	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Robert D. Denious	 	 
	 	 	Title: Authorized Signatory	 	 
	 
	 	 	 	 	 	 
	 	 	QUESTOR GENERAL PARTNER II, L.P.	 	 
	 
	 	 	 	 	 	 
	 	 	By: Questor Principals II, Inc.	 	 
	 	 	Its: General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Robert D. Denious	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Robert D. Denious	 	 
	 	 	Title: Managing Director	 	 
	 
	 	 	 	 	 	 
	 	 	PINNOAK RESOURCES EMPLOYEE EQUITY INCENTIVE PLAN, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Ronald Stovash	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Ronald Stovash	 	 
	 	 	Title: Authorized Signatory	 	 





[Signature page to Payment Agreement]



 








 





EXHIBIT A




Allocation of Final Payment




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	% Allocation	 
	 	 	Number of	 	 	For Adjustment	 
	 	 	Final Payment	 	 	Payment	 
	Selling Unit Holders	 	Shares	 	 	Shares	 
	The Regent Investment Company, L.P.
	 	 	1,927,134	 	 	 	46.825000	%
	Questor Partners Fund II, L.P.
	 	 	1,052,289	 	 	 	25.568254	%
	Questor Side-by-Side Partners II, L.P.
	 	 	87,147	 	 	 	2.117456	%
	Questor Side-by-Side Partners II 3(c)1, L.P.
	 	 	32,906	 	 	 	0.799543	%
	Questor Partners Fund II, L.P.
on behalf of the Blocker Parties
	 	 	754,792	 	 	 	18.339746	%
	Questor General Partner II, L.P.
	 	 	—	 	 	 	—	 
	PinnOak Resources Employee Equity Incentive
Plan, LLC
	 	 	145,732	 	 	 	6.350000	%
	 	 	 
	Total
	 	 	4,000,000	 	 	 	100.000000	%
	 	 	 






 









 





EXHIBIT B




Registration Procedures



Capitalized terms used in this Exhibit B without definition shall have the meanings ascribed to
them in the Payment Agreement to which this Exhibit B is attached (the “Agreement”).





	1.	 	CLF shall furnish to each Selling Unit Holder a copy of the Shelf Registration Statement
initially filed with the Commission, and shall furnish to each Selling Unit Holder, prior to
the filing thereof with the Commission, copies of each amendment thereto and each amendment or
supplement, if any, to the Prospectus included therein, and shall use its commercially
reasonable efforts to reflect in each such document, at its effective time or when so filed
with the Commission, as the case may be, such comments as such Selling Unit Holder and its
counsel reasonably may propose; provided that this Section 1 shall not apply to periodic or
current reports under the Exchange Act.






	2.	 	CLF shall promptly take such action as may be necessary so that (i) the Shelf Registration
Statement (as of the effective date of the Shelf Registration Statement), any amendment
thereof (as of the effective date thereof) or supplement thereto (as of its date), including
in each case any documents incorporated by reference therein, (A) will comply in all material
respects with the applicable requirements of the Securities Act and the General Rules and
Regulations promulgate under the Securities Act and Exchange Act (the “Rules and Regulations”)
and (B) will not contain any untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary in order to make the statements therein not
misleading, and (ii) any related prospectus, preliminary prospectus or “free writing
prospectus” (as defined in Rule 405 promulgated under the Securities Act) and any amendment
thereof or supplement thereto (including in each case any documents incorporated by reference
therein) as of its date, (A) will comply in all material respects with the applicable
requirements of the Securities Act and the Rules and Regulations and (B) will not contain any
untrue statement of a material fact or omit to state a material fact required to be stated
therein or necessary in order to make the statements therein, in light of the circumstances
under which they were made, not misleading.






	3.	 	CLF shall promptly advise each Selling Unit Holder, and shall confirm such advice in writing
if so requested by a Selling Unit Holder:






	 	a.	 	when a Shelf Registration Statement and any amendment thereto has been filed
with the Commission and when a Shelf Registration Statement or any post-effective
amendment thereto has become effective;
	 
	 	b.	 	of any request by the Commission for amendments or supplements to the Shelf
Registration Statement or the Prospectus included therein or for additional
information;
	 
	 	c.	 	of the issuance by the Commission of any stop order suspending the
effectiveness of the Shelf Registration Statement or the initiation of any proceedings
for such purpose;




B-1 









 






	 	d.	 	of the receipt by CLF of any notification with respect to the suspension of the
qualification of the securities included in the Shelf Registration Statement for sale
in any jurisdiction or the initiation of any proceeding for such purpose; and
	 
	 	e.	 	of the occurrence of any event or the existence of any state of facts that
requires the making of any changes in the Shelf Registration Statement or the
Prospectus included therein so that, as of such date, such Shelf Registration Statement
and Prospectus do not contain an untrue statement of a material fact and do not omit to
state a material fact required to be stated therein or necessary to make the statements
therein (in the case of the Prospectus, in light of the circumstances under which they
were made) not misleading (which advice shall be accompanied by an instruction to each
Selling Unit Holder to suspend the use of the Prospectus until the requisite changes
have been made); provided that the Selling Unit Holders shall maintain the
confidentiality of such advice to the extent such advice contains non-public
information as designated by CLF.






	4.	 	CLF shall use its commercially reasonable efforts to prevent the issuance, and if issued to
obtain the withdrawal at the earliest possible time, of any order suspending the effectiveness
of the Shelf Registration Statement.






	5.	 	CLF shall furnish to each Selling Unit Holder, without charge, at least one copy of the Shelf
Registration Statement and all post-effective amendments thereto, including financial
statements and schedules, and, if a Selling Unit Holder so requests in writing, all reports,
other documents and exhibits that are filed with or incorporated by reference in the Shelf
Registration Statement.






	6.	 	CLF shall, during the Effectiveness Period, deliver to each Selling Unit Holder, without
charge, as many copies of the Prospectus (including each preliminary Prospectus) included in
the Shelf Registration Statement and any amendment or supplement thereto as a Selling Unit
Holder may reasonably request; and CLF consents (except during the periods specified in
Section 6.3 of the Agreement or during the continuance of any event or the existence of any
state of facts described in Section 3(e) of this Exhibit B) to the use of the Prospectus and
any amendment or supplement thereto by each Selling Unit Holder in connection with the
offering and sale of the Registrable Securities covered by the Prospectus and any amendment or
supplement thereto during the Effectiveness Period.






	7.	 	Prior to any offering of Registrable Securities pursuant to the Shelf Registration Statement,
CLF shall (i) register or qualify or cooperate with the Selling Unit Holders and their counsel
in connection with the registration or qualification of such Registrable Securities for offer
and sale under the securities or “blue sky” laws of such jurisdictions within the United
States as a Selling Unit Holder may reasonably request, (ii) keep such registrations or
qualifications in effect and comply with such laws so as to permit the continuance of offers
and sales in such jurisdictions for so long as may be necessary to enable each Selling Unit
Holder to complete its distribution of Registrable Securities pursuant to the Shelf
Registration Statement, and (iii) take any and all other commercially reasonable actions
necessary or advisable to enable the disposition in such jurisdictions of such Registrable
Securities; provided, however, that in no event shall CLF be obligated to (A)
qualify as a foreign corporation or as a dealer in securities in any jurisdiction where it




B-2 









 






	 	 	would not otherwise be required to so qualify but for this Section 7 of this Exhibit B or
(B) file any general consent to service of process in any jurisdiction where it is not as of
the date hereof so subject.
	 
	8.	 	Unless any Registrable Securities shall be in book-entry only form, CLF shall cooperate with
the Selling Unit Holders to facilitate the timely preparation and delivery of certificates
representing Registrable Securities to be sold pursuant to the Shelf Registration Statement,
which certificates, if so required by any securities exchange upon which any Registrable
Securities are listed, shall be penned, lithographed or engraved, or produced by any
combination of such methods, on steel engraved borders, and which certificates shall be free
of any restrictive legends and in such permitted denominations and registered in such names as
each Selling Unit Holder may request in connection with the sale of Registrable Securities
pursuant to the Shelf Registration Statement.
	 
	9.	 	Upon the occurrence of any event or the existence of any state of facts contemplated by
Section 3(e) of this Exhibit B, CLF shall promptly prepare a post-effective amendment to the
Shelf Registration Statement or an amendment or supplement to the related Prospectus or file
any other required document so that, as thereafter delivered to purchasers of the Registrable
Securities included therein, the Prospectus will not include an untrue statement of a material
fact or omit to state any material fact necessary to make the statements therein, in the light
of the circumstances under which they were made, not misleading. If CLF notifies a Selling
Unit Holder of the occurrence of any event or the existence of any state of facts contemplated
by Section 3(e) of this Exhibit B, such Selling Unit Holder shall suspend the use of the
Prospectus until the requisite changes to the Prospectus have been made.
	 
	10.	 	CLF shall use its commercially reasonable efforts to comply with all applicable Rules and
Regulations.
	 
	11.	 	CLF will use its commercially reasonable efforts to cause the Registrable Securities to be
listed on the New York Stock Exchange or other stock exchange or trading system on which the
Cliffs Stock primarily trades on or prior to the Effective Time of the Shelf Registration
Statement.
	 
	12.	 	CLF shall use its commercially reasonable efforts to take all other steps necessary to effect
the registration of the Registrable Securities.
	 
	13.	 	CLF shall: (A) make reasonably available for inspection by the Selling Unit Holders, and any
attorney, accountant or other agent (including any selling agent or other securities
professional) retained by a Selling Unit Holder, all relevant financial and other records,
pertinent corporate documents and properties of CLF and its subsidiaries, and (B) cause CLF’s
officers, directors and employees to supply all information, and make themselves available, on
a reasonable basis, to answer questions about and discuss such information, reasonably
requested by such Selling Unit Holder or any such attorney, accountant or agent in connection
with the Shelf Registration Statement, in each case, as is customary for similar due diligence
examinations; provided, however, that all records, information and documents
that are designated in writing by CLF, in good faith, as confidential shall be kept
confidential by such Selling Unit Holders and any such attorney, accountant or




B-3 









 






	 	 	agent, unless such disclosure is made in connection with a court proceeding or required by
law, or such records, information or documents become available to the public generally or
through a third party without an accompanying obligation of confidentiality; and provided,
further, that if the foregoing inspection and information gathering would otherwise disrupt
CLF’s conduct of its business, such inspection and information gathering shall, to the
greatest extent possible, be coordinated on behalf of the Selling Unit Holder and the other
parties entitled thereto by one counsel designated by and on behalf of the Selling Unit
Holders and other parties.
	 
	14.	 	CLF shall, in connection with any offering and sale by a holder of Registrable Securities
facilitated by one or more selling agents or other securities professionals (an
“Underwriter”), use commercially reasonable efforts to (i) obtain as soon as reasonably
practicable following receipt of request therefor from such selling holder (in any event no
later than 15 calendar days after receipt of such request) opinions and “negative assurance”
letters of counsel to CLF and updates thereof (which counsel and which opinions shall be
reasonably satisfactory to such Underwriter and such selling holder) addressed to such selling
holder and such Underwriter covering the matters customarily covered in opinions and “negative
assurance” letters requested in such transactions and such other matters as may be reasonably
requested by such selling holder and such Underwriter or their counsel and (ii) deliver such
documents and certificates as may be reasonably requested by such selling holder and by such
Underwriter, including a certificate executed by a duly authorized officer of CLF confirming
the absence of the occurrence of any event or the existence of any state of facts contemplated
by Section 3(e) of this Exhibit B; provided, however, that the reasonable fees
and expenses of outside counsel to CLF incurred in connection with CLF’s performance of its
obligations under clause (i) of this Section 14 of this Exhibit B shall be borne by such
selling holder.
	 
	15.	 	In the event that any broker-dealer registered under the Exchange Act shall be an “affiliate”
(as defined in Rule 2720(b)(1) of the Rules of the Financial Industry Regulatory Authority,
Inc. (“FINRA”) (or any successor provision thereto)) of CLF or has a “conflict of
interest” (as defined in Rule 2720(b)(7) of the FINRA Rules (or any successor provision
thereto)) and such broker-dealer shall assist in the distribution of any Registrable
Securities covered by the Shelf Registration Statement, whether as a placement or sales agent
or a broker or dealer in respect thereof, or otherwise, CLF shall assist such broker-dealer in
complying with the requirements of the FINRA Rules, including, without limitation, by
providing such information to such broker-dealer as may be required in order for such
broker-dealer to comply with the requirements of the FINRA Rules.
	 
	16.	 	CLF shall use its commercially reasonable efforts to take all other steps necessary to effect
the registration, offering and sale of the Registrable Securities covered by the Shelf
Registration Statement contemplated hereby.





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