EX-4.(a)






 Exhibit 4(a)

{EXECUTION COPY]




SECOND AMENDMENT TO MULTICURRENCY CREDIT AGREEMENT




This SECOND AMENDMENT TO MULTICURRENCY CREDIT AGREEMENT, dated as of October 24, 2008 (this
“Amendment”), among (i) CLIFFS NATURAL RESOURCES INC. (f/k/a Cleveland-Cliffs Inc), an Ohio
corporation (the “Borrower”), (ii) the undersigned Lenders, and (iii) BANK OF AMERICA,
N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, amends certain provisions of the
Multicurrency Credit Agreement, dated as of August 17, 2007 (as amended, restated and otherwise
modified from time to time, the “Credit Agreement”), among the Borrower, the Lenders, Bank
of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and JPMorgan Chase
Bank, N.A., as Syndication Agent. Capitalized terms used herein without definition shall have the
meanings assigned to such terms in the Credit Agreement.



RECITALS




WHEREAS, the Borrower has requested that the undersigned Lenders and the Administrative Agent
agree to amend certain of the terms and provisions of the Credit Agreement, as specifically set
forth in this Amendment; and



WHEREAS, the undersigned Lenders and the Administrative Agent are prepared to amend the Credit
Agreement on the terms, subject to the conditions and in reliance on the representations set forth
herein.



NOW THEREFORE, in consideration of the mutual agreements contained in the Credit Agreement and
herein and for other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto hereby agree as follows:



Section 1. Amendment to Credit Agreement.



(a) Amendment to Section 1.1 (Definitions). From and after the Second Amendment
Effective Date, Section 1.1 of the Credit Agreement shall be amended by restating the following
definitions in their entirety as set forth below:




“Applicable Margin” means the rates per annum determined in accordance with the following
schedule based on the applicable corporate family ratings of the Borrower from Moody’s and
the applicable corporate credit ratings of the Borrower from S&P (collectively, the
“Ratings”):



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Applicable	 	 	 	 
	 	 	 	 	 	 	Margin for Base	 	 	 	 
	 	 	 	 	 	 	Rate Loans, L/C	 	 	 	 
	 	 	 	 	 	 	Borrowings and	 	Applicable	 	Applicable
	 	 	 	 	 	 	Letter of Credit	 	Margin for	 	Margin for
	 	 	Debt Ratings	 	Fees shall be:	 	Eurocurrency Loans	 	Commitment Fee
	Level	 	S&P/Moody’s	 		 	shall be:	 	shall be:
	 I
	 	BBB+ or Baa1 or
	 		0.750	%	 		0.750	%	 		0.250	%
	 
	 	higher
	 	 	 	 	 	 	 	 	 	 	 	 
	II
	 	BBB or Baa2
	 		1.000	%	 		2.000	%	 		0.275	%
	III
	 	BBB- or Baa3
	 		1.250	%	 		2.250	%	 		0.300	%
	IV
	 	BBB- and Ba1 or BB+
	 		1.500	%	 		2.500	%	 		0.325	%
	 
	 	and Baa3
	 	 	 	 	 	 	 	 	 	 	 	 
	V
	 	BB+ or Ba1 (and not
	 		1.750	%	 		2.750	%	 		0.350	%
	 
	 	Level IV)
	 	 	 	 	 	 	 	 	 	 	 	 
	VI
	 	BB or Ba2 or worse
	 		2.250	%	 		3.250	%	 		0.375	%







For purposes of the foregoing, (i) if either Moody’s or S&P shall not have in effect a
Rating for the Borrower (other than by reason of the circumstances referred to in the last
sentence of this definition), then such rating agency shall be deemed to have established a
Rating in Level VI; (ii) except in the case of a Rating in Level IV, if the Ratings
established or deemed to have been established by Moody’s and S&P for the Borrower shall
fall within different Levels, the Applicable Margin shall be based on the lower of the two
Ratings (with the Ratings for Level I being the highest and the Ratings for Level VI being
the lowest) unless one of the two Ratings is two or more Levels lower than the other, in
which case the Applicable Margin shall be determined by reference to the Level next above
that of the lower of the two Ratings; (iii) if a Rating established by Moody’s or S&P for
the Borrower shall be on “negative watch” by such rating agency (but not if such rating is
merely on “negative outlook” by such rating agency), then such Rating shall be deemed to be
one notch lower than such Rating until such time as such Rating is no longer on “negative
watch”; and (iv) if the Ratings established or deemed to have been established by Moody’s
and S&P for the Borrower shall be changed (other than as a result of a change in the rating
system of Moody’s or S&P), such change shall be effective as of the date on which it is
first announced by the applicable rating agency, irrespective of when notice of such change
shall have been furnished by the Borrower to the Administrative Agent and the Lenders
pursuant to the terms of this Agreement or otherwise. Each change in the Applicable Margin
shall apply during the period commencing on the effective date of such change and ending on
the date immediately preceding the effective date of the next such change. If the rating
system of Moody’s or S&P shall change, or if either such rating agency shall cease to be in
the business of rating corporate debt obligations, the Borrower and the Lenders shall
negotiate in good faith to amend this definition to reflect such changed rating system or
the unavailability of ratings from such rating agency and, pending the effectiveness of any
such amendment, the Applicable Margin shall be determined by reference to the Rating most
recently in effect prior to such change or cessation.




“Base Rate” means for any day a fluctuating rate per annum equal to the highest of (a) the
Federal Funds Rate plus 1/2 of 1%, (b) the rate of interest in effect for such day as
publicly announced from time to time by Bank of America as its “prime rate” and (c) the rate
of interest in effect on such day, pursuant to this Agreement, for a Borrowing of
Eurocurrency Loans with an Interest Period of one month (or if such day is not a Business
Day, the immediately preceding Business Day) plus 1%. The “prime rate” is a rate set by
Bank of America based upon various factors including Bank of America’s costs and desired
return, general economic conditions and other factors, and is used as a reference point for
pricing some loans, which may be priced at, above, or below such announced rate. Any change
in such rate announced by Bank of America shall take effect at the opening of business on
the day specified in the public announcement of such change.




“L/C Advance” means, with respect to each Lender, such Lender’s funding of its participation
in any L/C Borrowing in accordance with its Percentage. All L/C Advances shall be
denominated in U.S. Dollars.




“L/C Borrowing” means an extension of credit resulting from a drawing under any Letter of
Credit which has not been reimbursed on the date when made or refinanced as a Base Rate Loan
pursuant to Section 2.2. All L/C Borrowings shall be denominated in U.S. Dollars.




“L/C Obligations” means, as at any date of determination, an amount equal to the aggregate
amount available to be drawn under all outstanding Letters of Credit plus the U.S. Dollar
Equivalent of the aggregate of all Unreimbursed Amounts, including all L/C Borrowings. For
purposes of computing the amount available to be drawn under any Letter of Credit, the
amount of such Letter of Credit shall be determined in accordance with Section 1.4.
For all purposes of this Agreement, if on any date of determination a Letter of Credit has
expired by its terms but any amount may still be drawn thereunder by reason of the operation
of Rule 3.14 of the ISP, such Letter of Credit shall be deemed to be “outstanding” in the
amount so remaining available to be drawn.




“L/C Sublimit” means U.S. $150,000,000, as reduced pursuant to the terms hereof.




“Letter of Credit” means any standby letter of credit issued hereunder. Letters of Credit
may be issued in U.S. Dollars or in an Alternative Currency.




“Permitted Investment Amount” means an amount equal to (a) U.S. $150,000,000 plus (b) 20% of
positive Net Income of the Borrower and its Restricted Subsidiaries for each fiscal year of
the Borrower commencing with the Borrower’s fiscal year ending December 31, 2006.




“Revaluation Date” means (a) with respect to any Loan, each of the following: (i) each date
of a Borrowing of a Eurocurrency Loan denominated in an Alternative Currency, (ii) each date
of a continuation of a Eurocurrency Loan denominated in an Alternative Currency pursuant to
Section 2.4, and (iii) such additional dates as the Administrative Agent shall
determine or the Required Lenders shall require; and (b) with respect to any Letter of
Credit, each of the following: (i) each date of issuance or extension of the expiry date of
a Letter of Credit denominated in an Alternative Currency, (ii) each date of an amendment of
any such Letter of Credit having the effect of increasing the amount thereof (solely with
respect to the increased amount), (iii) each date of any payment by the L/C Issuer under any
Letter of Credit denominated in an Alternative Currency, and (iv) such additional dates as
the Administrative Agent or the L/C Issuer shall determine or the Required Lenders shall
require.



(b) Amendment to Section 1.1 (Definitions). From and after the Second Amendment
Effective Date, Section 1.1 of the Credit Agreement shall be further amended by inserting the
following new definitions to such Section 1.1 in the appropriate alphabetical order:




“Alpha Acquisition” means the acquisition by the Borrower of all of the outstanding
ownership interests in the Target.




“Impacted Lender” means a Defaulting Lender or a Revolving Lender as to which (a) the
Administrative Agent, the L/C Issuer or Swing Line Lender has a good faith belief that such
Revolving Lender has defaulted in fulfilling its obligations under one or more other
syndicated credit facilities or (b) an entity that controls such Revolving Lender has been
deemed insolvent or become subject to a bankruptcy or other similar proceeding.




“Moody’s” means Moody’s Investors Service, Inc. and any successor thereto.




“Second Amendment” means that certain Second Amendment to this Agreement, dated as of
October 24, 2008.




“S&P” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies,
Inc. and any successor thereto.




“Target” means Alpha Natural Resources, Inc., a Delaware corporation.



(c) Amendment to Section 1.1 (Definitions). From and after the Second Amendment
Effective Date, Section 1.1 of the Credit Agreement shall be further amended by deleting subclause
(d) from the definition of “Restricted Investment” in its entirety and replacing it with the
following:




(d) Permitted Acquisitions; provided that, the Borrower shall deliver to the Administrative
Agent at least 10 Business Days (or such shorter period as may be agreed to by the
Administrative Agent) prior to any such Acquisition a certificate confirming pro forma
compliance with Section 6.19 hereof; provided further that, in the case of the Alpha
Acquisition, Borrower shall deliver to the Administrative Agent at least 1 Business Day
prior to the Alpha Acquisition a certificate confirming pro forma compliance with Section
6.19 hereof;



(d) Amendment to Section 1.1 (Definitions). From and after the Second Amendment
Effective Date, Section 1.1 of the Credit Agreement shall be further amended by deleting subclause
(g) from the definition of “Restricted Investment” in its entirety and replacing it with the
following:




(g) Hedging Liability and Other Hedging Liability to any other Person, in all cases incurred
in the ordinary course of business and not for speculative purposes;



(e) Amendment to Section 1.4 (Letter of Credit Amounts). From and after the Second
Amendment Effective Date, Section 1.4 of the Credit Agreement shall be amended by restating such
Section in its entirety as follows:




Section 1.4 Letter of Credit Amounts. Unless otherwise specified herein, the amount of a
Letter of Credit at any time shall be deemed to be the U.S. Dollar Equivalent of the stated
amount of such Letter of Credit in effect at such time; provided, however, that with respect
to any Letter of Credit that, by its terms or the terms of any Issuer Document related
thereto, provides for one or more automatic increases in the stated amount thereof, the
amount of such Letter of Credit shall be deemed to be the U.S. Dollar Equivalent of the
maximum stated amount of such Letter of Credit after giving effect to all such increases,
whether or not such maximum stated amount is in effect at such time.



(f) Amendment to Section 1.5(b) (Exchange Rates; Currency Equivalents). From and
after the Second Amendment Effective Date, Section 1.5(b) of the Credit Agreement shall be amended
by restating such Section in its entirety as follows:




(b) Wherever in this Agreement in connection with a Borrowing, conversion, continuation or
prepayment of a Eurocurrency Loan or the issuance, amendment or extension of a Letter of
Credit, an amount, such as a required minimum or multiple amount, is expressed in U.S.
Dollars, but such Borrowing, Eurocurrency Loan or Letter of Credit is denominated in an
Alternative Currency, such amount shall be the relevant Alternative Currency Equivalent of
such U.S. Dollar amount (rounded to the nearest unit of such Alternative Currency, with 0.5
of a unit being rounded upward), as determined by the Administrative Agent.



(g) Amendment to Section 1.6 (Additional Alternative Currencies). From and after the
Second Amendment Effective Date, Section 1.6 of the Credit Agreement shall be amended by restating
such Section in its entirety as follows:




Section 1.6 Additional Alternative Currencies. (a) The Borrower may from time to time
request that Eurocurrency Loans be made and/or Letters of Credit be issued in a currency
other than those specifically listed in the definition of “Alternative Currency;” provided
that such requested currency is a lawful currency (other than U.S. Dollars) that is readily
available and freely transferable and convertible into U.S. Dollars. In the case of any
such request with respect to the making of Eurocurrency Loans, such request shall be subject
to the approval of the Administrative Agent and the Revolving Lenders; and in the case of
any such request with respect to the issuance of Letters of Credit, such request shall be
subject to the approval of the Administrative Agent and the L/C Issuer.




(b) Any such request shall be made to the Administrative Agent not later than 11:00 a.m., 20
Business Days prior to the date of the desired Credit Extension (or such other time or date
as may be agreed by the Administrative Agent and, in the case of any such request pertaining
to Letters of Credit, the L/C Issuer, in its or their sole discretion). In the case of any
such request pertaining to Eurocurrency Loans, the Administrative Agent shall promptly
notify each Revolving Lender thereof; and in the case of any such request pertaining to
Letters of Credit, the Administrative Agent shall promptly notify the L/C Issuer thereof.
Each Revolving Lender (in the case of any such request pertaining to Eurocurrency Loans) or
the L/C Issuer (in the case of a request pertaining to Letters of Credit) shall notify the
Administrative Agent, not later than 11:00 a.m., ten Business Days after receipt of such
request whether it consents, in its sole discretion, to the making of Eurocurrency Loans or
the issuance of Letters of Credit, as the case may be, in such requested currency.




(c) Any failure by a Revolving Lender or the L/C Issuer, as the case may be, to respond to
such request within the time period specified in the preceding sentence shall be deemed to
be a refusal by such Revolving Lender or the L/C Issuer, as the case may be, to permit
Eurocurrency Loans to be made or Letters of Credit to be issued in such requested currency.
If the Administrative Agent and all the Revolving Lenders consent to making Eurocurrency
Loans in such requested currency, the Administrative Agent shall so notify the Borrower and
such currency shall thereupon be deemed for all purposes to be an Alternative Currency
hereunder for purposes of any Borrowings of Eurocurrency Loans; and if the Administrative
Agent and the L/C Issuer consent to the issuance of Letters of Credit in such requested
currency, the Administrative Agent shall so notify the Borrower and such currency shall
thereupon be deemed for all purposes to be an Alternative Currency hereunder for purposes of
any Letter of Credit issuances. If the Administrative Agent shall fail to obtain consent to
any request for an additional currency under this Section 1.6, the Administrative
Agent shall promptly so notify the Borrower.



(h) Amendment to Section 2.2(a) (The Letter of Credit Commitment). From and after the
Second Amendment Effective Date, Section 2.2(a) of the Credit Agreement shall be amended by:




(i) amending subclause (i) by inserting the following new sentence immediately
following the end of the first sentence of such subclause:




Any such Letter of Credit may be issued in U.S. Dollars or any
Alternative Currency.




(ii) restating subclause (iii)(3) contained in such Section in its entirety as
follows:




(3) except as otherwise agreed by the Administrative Agent and the
L/C Issuer, such Letter of Credit is to be denominated in a currency
other than U.S. Dollars or an Alternative Currency;




(iii) restating subclause (iii)(4) contained in such Section in its entirety as
follows:




(4) a default of any Revolving Lender’s obligations to fund under
Section 2.2(c) exists or any Revolving Lender is at such time an
Impacted Lender, unless the L/C Issuer has entered into arrangements
satisfactory to the L/C Issuer with the Borrower or such Revolving
Lender to eliminate the L/C Issuer’s risk with respect to such
Revolving Lender.




(iv) inserting the following new subclause (iii)(5) immediately following existing
subclause (iii)(4):




(5) the L/C Issuer does not as of the issuance date of such requested
Letter of Credit issue Letters of Credit in the requested currency.



(i) Amendment to Section 2.2(b) (Procedures for Issuance and Amendment of Letters of
Credit). From and after the Second Amendment Effective Date, Section 2.2(b) of the Credit
Agreement shall be amended by inserting the words “and currency” immediately following the word
“amount” contained in clause (b)(i)(2).



(j) Amendment to Section 2.2(c)(i) (Drawings and Reimbursements; Funding of
Participations). From and after the Second Amendment Effective Date, Section 2.2(c)(i) of the
Credit Agreement shall be amended by inserting the following new sentence immediately following the
end of the first sentence of such Section:




In the case of a Letter of Credit denominated in an Alternative Currency, the L/C Issuer
shall notify the Borrower of the U.S. Dollar Equivalent of the amount of the drawing
promptly following the determination thereof and the Company shall reimburse the L/C Issuer
in U.S. Dollars.



(k) Amendment to Section 2.2(e) (Obligations Absolute). From and after the Second
Amendment Effective Date, Section 2.2(e) of the Credit Agreement shall be amended by:



(i) deleting the word “or” at the end of clause (iv);



(ii) deleting the period (“.”) at the end of clause (v) and inserting in
lieu thereof “; or”; and



(iii) inserting the following new clause (vi) in the appropriate numerical
order:



(vi) any adverse change in the relevant exchange rates.



(l) Amendment to Section 2.2(g) (Cash Collateral). From and after the Second
Amendment Effective Date, Section 2.2(g) of the Credit Agreement shall be amended by inserting the
following new sentence immediately following the end of the first sentence of such Section:




In addition, if the Administrative Agent notifies the Borrower at any time that the U.S.
Dollar Equivalent of all L/C Obligations at such time exceeds the L/C Sublimit then in
effect, then, within two Business Days after receipt of such notice, the Borrower shall Cash
Collateralize the L/C Obligations in an amount equal to the amount by which the U.S. Dollar
Equivalent of all L/C Obligations exceeds the L/C Sublimit.



(m) Amendment to Section 2.10(a) (The Swing Line). From and after the Second
Amendment Effective Date, Section 2.10(a) of the Credit Agreement shall be amended by inserting the
following new sentence immediately following the end of the last sentence of such Section:




Notwithstanding anything to the contrary contained in this Agreement, the Borrower agrees
that all Swing Loans shall be made at the sole and absolute discretion of the Swing Line
Lender.



(n) Amendment to Section 2.10(b) (Borrowing Procedure). From and after the Second
Amendment Effective Date, Section 2.10(b) of the Credit Agreement shall be amended by inserting the
following new sentence immediately following the end of the last sentence of such Section:




Notwithstanding foregoing, if the Swing Line Lender shall elect, pursuant to Section
2.10(a), not to fund any Swing Loan for any reason, the Swing Line Lender shall promptly
notify the Borrower and the Administrative Agent of such election after the receipt of the
relevant Swing Loan Notice.



(o) Amendment to Section 2.12(b) (Letter of Credit Fees). From and after the Second
Amendment Effective Date, Section 2.12(b) of the Credit Agreement shall be amended by deleting the
words “the Applicable Margin then in effect for Eurocurrency Loans“ contained in the third and
fourth lines of such Section and inserting the words “the Applicable Margin then in effect for Base
Rate Loans” in lieu thereof.



(p) Amendment to Section 6.1 (Information Covenants). From and after the Second
Amendment Effective Date, Section 6.1 of the Credit Agreement shall be amended by inserting the
following new subsection (h) immediately following existing subsection (g):




(h) Change in Debt Rating. Promptly, and in any event within one Business Day, notice of
any announcement by Moody’s or S&P of any change in a Debt Rating and, promptly after
becoming aware thereof, notice of any announcement by Moody’s or S&P of any possible change
in a Debt Rating.



(q) Amendment to Section 6.12 (Indebtedness). From and after the Second Amendment
Effective Date, Section 6.12 of the Credit Agreement shall be amended by restating subsection (j)
contained in such Section in its entirety as follows:




(j)  Indebtedness of Non-Guarantor Subsidiaries not otherwise permitted by this Section;
provided that the aggregate amount at any time outstanding of all such Indebtedness plus
Indebtedness of the Borrower and all Restricted Subsidiaries secured by Liens shall not
exceed 20% of Net Worth as measured as of the end of the most recently completed fiscal
quarter prior to the incurrence of such Indebtedness; and



(r) Amendment to Section 6.13 (Liens). From and after the Second Amendment Effective
Date, Section 6.13 of the Credit Agreement shall be amended by:



(i) restating subsection (d) contained in such Section in its entirety as
follows:




(d) [Intentionally deleted.]




(ii) deleting the reference to “Section 6.12(j)” contained in subsection (e) of such
Section and inserting in lieu thereof the reference to “Section 6.12(i)”.



(s) Amendment to Section 6.13 (Liens). From and after the Second Amendment Effective
Date, Section 6.13 of the Credit Agreement shall be amended by restating subsection (j) contained
in such Section in its entirety as follows:




(j) Liens securing Indebtedness; provided that the aggregate amount of such secured
Indebtedness plus the Indebtedness of Non-Guarantor Subsidiaries under Section 6.12(j) shall
not exceed 20% of Net Worth as measured as of the end of the most recently completed fiscal
quarter prior to the incurrence of such Indebtedness.



(t) Amendment to Section 6.17 (Limitations on Restrictions). From and after the
Second Amendment Effective Date, Section 6.17 of the Credit Agreement shall be amended by:



(i) restating clause (ix) contained in such Section in its entirety as
follows;



(ix) in the case of clause (e) or, with respect to the Borrower
only, clause (a), any agreements evidencing Indebtedness permitted
to be incurred pursuant to Section 6.12;



(ii) restating clause (x) contained in such Section in its entirety as
follows:




(x) any agreements not referred to in clause (ix) above evidencing
Indebtedness of Non-Guarantor Subsidiaries that are Foreign Subsidiaries,
the aggregate principal amount of which, under all such agreements, shall
not exceed at any time an amount equal 20% of Net Worth (as measured as of
the end of the most recently completed fiscal quarter);



Section 2. Conditions Precedent. This Amendment shall become effective (the
“Second Amendment Effective Date”) upon the satisfaction of each of the following
conditions precedent on a date not later than April 15, 2009:



(a) Documentation. Administrative Agent shall have received all of the following, in
form and substance satisfactory to Administrative Agent:




(i) a fully-executed and effective Amendment by the Borrower, the
Guarantors, the Administrative Agent and the Required Lenders;




(ii) a certificate signed by a Responsible Officer of the Borrower
certifying as to, and attaching evidence (satisfactory to the Administrative
Agent) of, the current Debt Ratings of the Borrower;




(iii) a certificate signed by a Responsible Officer of the Borrower
attaching and certifying as true, complete and correct, copies of each of
the documents executed and delivered in connection with that certain Term
Loan Agreement, dated as of October 24, 2008 (the “Term Loan
Agreement”), by and among the Borrower, JPMorgan Chase Bank, N.A. acting
as administrative agent for the lenders from time to time party thereto;




(iv) a certificate signed by a Responsible Officer of the Borrower
certifying that (1) the Borrower has received one or more term loans under
Term Loan Agreement in an aggregate principal amount of $1,484,000,000 and
(2) as of the date of the receipt of such term loans by the Borrower, none
of the Term Loan Agreement or any document executed in connection therewith
has been amended, restated, supplemented or otherwise modified since October
24, 2008 without the written consent of the Administrative Agent; and




(v) a fully-executed and effective fee letter, dated as of the date hereof,
among the Borrower, the Administrative Agent and the Banc of America
Securities, LLC.




(vi) such additional documents, instruments and information as
Administrative Agent may reasonably request to effect the transactions
contemplated hereby.



(b) The Administrative Agent shall be satisfied that the Term Loan Agreement is in full force
and effect, in the form delivered to and approved by the Administrative Agent on the date hereof
(except with respect to any amendment, restatement, supplement or other modification approved in
writing by the Administrative Agent);



(c) The Administrative Agent, for the person entitled thereto, shall have received payment by
the Borrower of all fees (including the Amendment Fee referred to below) and expenses that are due
and payable on or prior to the Second Amendment Effective Date; and



(d) Each of the Lenders consenting to this Amendment on or prior to 5:00 p.m. ET on October
24, 2008 shall have received, on or prior to the Second Amendment Effective Date, an amendment fee
(the “Amendment Fee”) equal to $5,000.



Section 3. Continued Validity of Loan Documents. Except for the amendment to
the Credit Agreement set forth in Section 1 hereof, this Amendment shall not, by
implication or otherwise, limit, impair, constitute a waiver of or otherwise affect any rights or
remedies of the Administrative Agent or any Lender under any of the Loan Documents, nor alter,
modify, amend or in any way affect any of the rights, remedies, obligations or any covenants of the
Borrower or any Guarantor contained in any of the other Loan Documents, all of which are ratified
and confirmed in all respects and shall continue in full force and effect.



Section 4. Representations and Warranties. Each of the Borrower and the
Guarantors (each, a “Loan Party”) hereby represents and warrants to the Administrative
Agent and the Lenders as follows:



(a) Due Execution and Authorization; Legal, Valid and Binding Obligation. The
execution and delivery and performance by such Loan Party of this Amendment is within such Person’s
corporate powers and has been duly authorized by all necessary action on its part. This Amendment,
the Credit Agreement as amended hereby and all other Loan Documents to which such Person is a party
constitute the legal, valid and binding obligations of such Person, enforceable against such Person
in accordance with its terms, except as enforceability may be limited by applicable bankruptcy,
insolvency, fraudulent conveyance or similar Laws affecting the enforcement of creditors’ rights
generally and by general principles of equity (regardless of whether the application of such
principles is considered in a proceeding in equity or at Law). This Amendment, the Credit
Agreement as amended hereby and the other Loan Documents do not, nor does the performance or
observance by such Loan Party of any of the matters and things herein or therein provided for, (i)
contravene or constitute a default under any provision of Law or any judgment, injunction, order or
decree binding upon such Loan Party or any provision of the organizational documents (e.g.,
charter, articles of incorporation or by laws, articles of association or operating agreement,
partnership agreement or other similar document) of such Loan Party, (ii) contravene or constitute
a default under any covenant, indenture or agreement of or affecting such Loan Party or any of its
Property, in each case where such contravention or default, individually or in the aggregate, could
reasonably be expected to have a Material Adverse Effect or (c) result in the creation or
imposition of any Lien on any Property of such Loan Party.



(b) Representations and Warranties in Loan Documents. All representations and
warranties of each Loan Party set forth in the Credit Agreement and in any other Loan Document are
true and correct in all material respects on and as of the date hereof to the same extent as though
made on and as of such date, except to the extent such representations and warranties specifically
relate to an earlier date, in which case such representations and warranties shall have been true
and correct in all material respects on and as of such earlier date.



(c) No Default. No Default or Event of Default has occurred and is continuing.



Section 5. Ratification. Except as expressly amended or waived hereby, the
Credit Agreement, the other Loan Documents and all documents, instruments and agreements related
thereto, are hereby ratified and confirmed in all respects and shall continue in full force and
effect. The Credit Agreement, together with this Amendment, shall be read and construed as a
single agreement. All references in the Loan Documents to the Credit Agreement or any other Loan
Document shall hereafter refer to the Credit Agreement or any other Loan Document as amended
hereby.



Section 6. Counterparts; Integration; Effectiveness. This Amendment may be
executed in counterparts (and by different parties hereto in different counterparts), each of which
shall constitute an original, but all of which when taken together shall constitute a single
contract. Delivery of an executed counterpart of a signature page to this Amendment by telecopier
(or electronic mail (in PDF format)) shall be effective as delivery of a manually executed
counterpart of this Amendment.



Section 7. Miscellaneous. This Amendment constitutes the entire agreement of
the parties with respect to the subject matter hereof and supersedes any prior understandings or
agreements which may have existed with respect thereto. Except as expressly provided herein, this
Amendment shall not, by implication or otherwise, limit, impair, constitute a waiver of or
otherwise affect any rights or remedies of the Administrative Agent or any Lender under the Credit
Agreement or the other Loan Documents, nor alter, modify, amend or in any way affect any of the
obligations or covenants contained in the Credit Agreement or any of the other Loan Documents, all
of which are ratified and confirmed in all respects and shall continue in full force and effect.
To the extent there is any inconsistency between the terms and provisions of any Loan Document and
the terms and provisions of this Amendment, the terms and provisions of this Amendment shall
govern. The headings used in this Amendment are for convenience of reference only and shall not in
any way be deemed to limit, define or describe the scope and intent of this Amendment or any
provision hereof. This Amendment shall be binding upon and inure to the benefit of the
Administrative Agent, each of the Lenders and each of the Loan Parties and their respective
Subsidiaries, and to each of their respective successors in title and assigns. This Amendment may
not be modified or amended except in a manner permitted by Section 10.11 of the Credit Agreement.
In making proof of this Amendment, it shall not be necessary to produce or account for more than
one such counterpart.



Section 8. Costs and Expenses. Pursuant to Section 10.13 of the Credit
Agreement, all reasonable out-of-pocket costs and expenses incurred or sustained by the
Administrative Agent in connection with this Amendment, including all reasonable and properly
documented fees, charges and disbursements fees of counsel of the Administrative Agent in
producing, reproducing and negotiating this Amendment, will be for the account of the Borrower
whether or not this Amendment is consummated.



Section 9. Governing Law. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF
THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND INTERPRETED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK (EXCLUDING THE LAWS APPLICABLE TO CONFLICTS OR CHOICE OF
LAW TO THE EXTENT THAT THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION WOULD BE REQUIRED
THEREBY).



[Remainder of page intentionally blank.]




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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed and
delivered as of the date first above written.




“Borrower”




CLIFFS NATURAL RESOURCES INC. (f/k/a
Cleveland-Cliffs Inc)



	 	 	 
	By:

	 	/s/ Laurie Brlas
	 

	 	 
	Name:

	 	Laurie Brlas







	 	 	Title: Executive Vice President and Chief Financial

Officer






“Administrative Agent”




BANK OF AMERICA, N.A., as Administrative
Agent



	 	 	 
	By:/s/ Anne M. Zeschke

	 

	Name:

	 	Anne M. Zeschke







	 	 	Title: Vice President






BANK OF AMERICA, N.A., as a Lender, Swing
Line Lender and as L/C Issuer




By: /s/ Kenneth G. Wood

Name: Kenneth G. Wood

Title: Senior Vice President





JPMORGAN CHASE BANK, N.A., as a Lender



	 	 	 
	By: /s/ Henry W. Centa

	 

	Name:

	 	Henry W. Centa







	 	 	Title: Senior Vice President





2





RBS CITIZENS, N.A., as a Lender




By: /s/ Eric Becker

Name: Eric Becker

Title: Vice President





KEYBANK NATIONAL ASSOCIATION, as




Documentation Agent and a Lender




By: /s/ Suzannah Harris

Name: Suzannah Harris

Title: VICE PRESIDENT





FIFTH THIRD BANK, as a Lender




By: /s/ R. C. Lanctot  

Name: Roy C. Lanctot

Title: V.P.





COMMONWEALTH BANK OF AUSTRALIA, as a Lender




By: /s/ Guy Burton

Name: Guy Burton

Title: Risk Executive





WACHOVIA BANK, NATIONAL ASSOCIATION, as a




Lender




By: /s/ Patrick J. Kaufmann

Name: Patrick J. Kaufmann

Title: Senior Vice President




3





WESTPAC BANKING CORPORATION, as a




Lender




By: /s/ Bradley Scammell

Name: Bradley Scammell

Title: Head of Corporate and Institutional Banking





Americas




PNC BANK, NATIONAL ASSOCIATION, as a Lender




By: /s/ Helmut Vogel

Name: Helmut Vogel

Title: Credit Officer





US BANK, N.A., as a Lender




By:/s/ Patrick McGraw

Name: Patrick McGraw

Title: U.S. Bank, N.A.





BMO CAPITAL MARKETS, FINANCING INC., as a
Lender




By: /s/ Pam Schwartz

Name: Pam Schwartz

Title: Director





NATIONAL AUSTRALIA BANK LIMITED






A.B.N. 12 004 044 937, as a Lender




By: /s/ Stephen Daniels

Name: Stephen Daniels

Title: Director





NATIONAL CITY BANK, as a Lender




By: /s/ Robert S. Coleman

Name: Robert S. Coleman

Title: Senior Vice President





COMERICA BANK, as a Lender




By: /s/ Brandon Welling

Name: Brandon Welling

Title: Account Officer




RATIFICATION OF GUARANTY




Each of the undersigned Guarantors hereby (a) acknowledges and consents to the foregoing
Amendment and the Borrower’s execution thereof, (b) joins the foregoing Amendment for the sole
purpose of consenting to and being bound by the provisions of Sections 4 and 5 thereof and (c)
ratifies and confirms all of their respective obligations and liabilities under the Loan Documents
to which any of them is a party and ratifies and confirms that such obligations and liabilities
extend to and continue in effect with respect to, and continue to guarantee the Obligations of the
Borrower under the Loan Documents.




“Guarantors”


The Cleveland-Cliffs Iron Company



	 	 	 
	By:

	 	/s/ Steven M. Raguz
	 

	 	 
	Name:

Title:

	 	Steven M. Raguz

Vice President and Treasurer







	 	 	Cliffs Mining Company






CLF PinnOak LLC



	 	 	 
	By:

	 	/s/ Laurie Brlas
	 

	 	 
	Name:

	 	Laurie Brlas







	 	 	Title: Executive Vice President and Chief Financial

Officer






Northshore Mining Company


Silver Bay Power Company


Cliffs Minnesota Mining Company


Cliffs Empire, Inc.


Cliffs TIOP, Inc.


Cliffs North American Coal LLC (f/k/a PinnOak
Resources, LLC)


Cliffs Sales Company



	 	 	 
	By:

	 	/s/ Laurie Brlas
	 

	 	 
	Name:

Title:

	 	Laurie Brlas

Vice President







4