First Amendment to Multicurrency Credit Agreement



 Exhibit 4(g) 
 CLEVELAND-CLIFFS INC 
 FIRST
AMENDMENT TO MULTICURRENCY CREDIT AGREEMENT 
 This First Amendment to Multicurrency Credit Agreement (herein, the “Amendment”) is entered into as of January 31, 2007, by and among Cleveland-Cliffs Inc, an Ohio corporation (the “Borrower”), the
Lenders party hereto and Fifth Third Bank, an Ohio banking corporation, as Administrative Agent and L/C Issuer. 
 PRELIMINARY STATEMENTS 
 A. The Borrower, the Lenders party thereto, Bank of
America, N.A., as Syndication Agent, KeyBank National Association, as a Co-Documentation Agent, Commonwealth Bank of Australia, New York Branch, as a Co-Documentation Agent, and Fifth Third Bank, as Administrative Agent and L/C Issuer entered into a
certain Multicurrency Credit Agreement, dated as of June 23, 2006 (the “Credit Agreement”). All capitalized terms used herein without definition shall have the same meanings herein as such terms have in the Credit Agreement.

 B. The Borrower and the Lenders party hereto have agreed to amend the Credit Agreement under the terms and conditions set
forth in this Amendment. 
 NOW, THEREFORE, for good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 
 SECTION 1.
AMENDMENT TO CREDIT AGREEMENT. 
 Upon
satisfaction of the conditions precedent set forth in Section 2 hereof, the Credit Agreement shall be and hereby is amended as follows: 
 Section 1.1. The definition of “Portman Limited Facility” appearing in Section 1.1 of the Credit Agreement shall be amended and restated in its entirety as follows:

 “Portman Limited Facility” means the Facility Agreement dated October 24, 1997, between Portman
Limited and Commonwealth Bank of Australia, as the same has been, and may further be, amended, modified, supplemented or restated from time to time, as well as any subsequent agreements between Portman Limited and any other lender(s) entered into to
replace such Facility Agreement (or its replacements). 
 SECTION 2. CONDITIONS
PRECEDENT. 
 The effectiveness of this Amendment is subject to the satisfaction of all of
the following conditions precedent: 









 (a) The Borrower, the Required Lenders, and the Administrative Agent
shall have executed and delivered this Amendment. 
 (b) Legal matters incident to the execution and delivery
of this Amendment shall be satisfactory to the Administrative Agent and its counsel. 
 SECTION 3.
REPRESENTATIONS AND WARRANTIES. 
 The Borrower represents and warrants to
the Lenders that (i) each of the representations and warranties set forth in Section 5 of the Credit Agreement is true and correct on and as of the date of this Amendment after giving effect to this Amendment as if made on and as of the
date hereof and as if each reference therein to the Credit Agreement referred to the Credit Agreement as amended hereby; (ii) as of the date hereof, no Default and no Event of Default exists; and (iii) without limiting the effect of the
foregoing, the Borrower’s execution, delivery and performance of this Amendment has been duly authorized, and this Amendment has been executed and delivered by duly authorized officers of the Borrower. 
 SECTION 4. MISCELLANEOUS. 
 (a) Except as specifically amended herein, the Credit Agreement shall continue in full force and effect in accordance with its original
terms. Reference to this specific Amendment need not be made in the Credit Agreement or any other Loan Document, or in any certificate, letter or communication issued or made pursuant to or with respect to any Loan Document, any reference in any of
such items to the Credit Agreement being sufficient to refer to the Credit Agreement as amended hereby. 
 (b) The Borrower
agrees to pay on demand all costs and expenses of or incurred by the Administrative Agent in connection with the negotiation, preparation, execution and delivery of this Amendment, including the reasonable fees and expenses of counsel for the
Administrative Agent. 
 (c) This Amendment may be executed in any number of counterparts and by different parties hereto on
separate counterpart signature pages, each of which when so executed shall be an original but all of which shall constitute one and the same instrument. This Amendment shall be governed by the internal laws of the State of Ohio. 
 [SIGNATURE PAGES TO FOLLOW] 
  

 - 2 - 








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

					
	 “Borrower”

	
	 CLEVELAND-CLIFFS INC

		
	 By
	 	 /s/ Laurie Brlas

		 	 Name:
	 	 L. Brlas

		 	 Title:
	 	 Senior Vice President-Chief Financial Officer and Treasurer



 [Signature page to First Amendment to Multicurrency Credit Agreement] 










					
	 “LENDERS”

	
	 FIFTH THIRD BANK, an Ohio banking corporation, as a Lender, as L/C Issuer, and as Administrative
Agent

		
	 By
	 	 /s/ Gregory D. Amoroso

		 	 Name:
	 	 Gregory D. Amoroso

		 	 Title:
	 	 Vice President



 [Signature page to First Amendment to Multicurrency Credit Agreement] 










					
	 BANK OF AMERICA, N.A., as a Lender and as Syndication Agent

		
	 By
	 	 /s/ Sandra Guerrieri

		 	 Name
	 	 Sandra Guerrieri

		 	 Title
	 	 Vice President



 [Signature page to First Amendment to Multicurrency Credit Agreement] 










					
	 KEYBANK NATIONAL ASSOCIATION, as a Lender and as a Co-Documentation Agent

		
	 By
	 	 /s/ Suzannah Harris

		 	 Name
	 	 Suzannah Harris

		 	 Title
	 	 Vice President



 [Signature page to First Amendment to Multicurrency Credit Agreement] 










					
	 COMMONWEALTH BANK OF AUSTRALIA, NEW YORK BRANCH, as a
Lender and as a Co-Documentation Agent

		
	 By
	 	 /s/ D. A. Heuston

		 	 Name
	 	 David A. Heuston

		 	 Title
	 	 Head of Risk Management, Americas



 [Signature page to First Amendment to Multicurrency Credit Agreement] 










					
	 AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED, as a
Lender

		
	 By
	 	 /s/ John W. Wade

		 	 Name
	 	 John W. Wade

		 	 Title
	 	 Director



 [Signature page to frist Amendment to Multicurrency Credit Agreement] 










					
	 NATIONAL AUSTRALIA BANK LIMITED, A.B.N. 12 004 044 937, as a Lender

		
	 By
	 	 /s/ S. Daniels

		 	 Name
	 	 Stephen Daniels

		 	 Title
	 	 Director



 [Signature page to First Amendment to Multicurrency Credit Agreement] 










					
	 WESTPAC BANKING CORPORATION, as a Lender

		
	 By
	 	 /s/ Bradley Scammell

		 	 Name
	 	 Bradley Scammell

		 	 Title
	 	 Vice President



 [Signature page to First Amendment to Multicurrency Credit Agreement] 










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

		
	 By
	 	 /s/ W. Gregory Schmid

		 	 Name
	 	 W. Gregory Schmid

		 	 Title
	 	 Senior Vice President



 [Signature page to First Amendment to Multicurrency Credit Agreement] 










					
	 CHARTER ONE BANK, N.A., as a Lender

		
	 By
	 	 /s/ Robert G. Dracon, Jr.

		 	 Name
	 	 Robert G. Dracon, Jr.

		 	 Title
	 	 Vice President



 [Signature page to First Amendment to Multicurrency Credit Agreement] 










					
	 PNC BANK, NATIONAL ASSOCIATION, as a Lender

		
	 By
	 	 /s/ Jennifer L. Loew

		 	 Name
	 	 Jennifer L. Loew

		 	 Title
	 	 Vice President



 [Signature page to First Amendment to Multicurrency Credit Agreement] 










					
	 U.S. BANK NATIONAL ASSOCIATION, as a Lender

		
	 By
	 	 /s/ David J. Dannemiller

		 	 Name
	 	 David J Dannemiller

		 	 Title
	 	 Vice President



 [Signature page to First Amendment to Multicurrency Credit Agreement] 










					
	 WACHOVIA BANK, as a Lender

		
	 By
	 	 /s/ Daniel Jenkins

		 	 Name
	 	 Daniel Jenkins

		 	 Title
	 	 Senior Vice President



 [Signature page to First Amendment to Multicurrency Credit Agreement] 










					
	 HARRIS N.A., as a Lender

		
	 By
	 	 /s/ Thad D. Rasche

		 	 Name
	 	 Thad Rasche

		 	 Title
	 	 Director



 [Signature page to First Amendment to Multicurrency Credit Agreement] 










					
	 LASALLE BANK, NATIONAL ASSOCIATION, as a Lender

		
	 By
	 	 /s/ Brian H. Gallagher

		 	 Name
	 	 Brian H. Gallagher

		 	 Title
	 	 Vice President



 [Signature page to First Amendment to Multicurrency Credit Agreement] 










					
	 BANK HAPOALIM B.M., as a Lender

		
	 By
	 	 /s/ J. Surless

		 	 Name
	 	 James P. Surless

		 	 Title
	 	 Vice President



  

	
	
	 /s/ Lenroy Hackett

	 Lenroy Hackett

	 First Vice President



 [Signature page to First Amendment to Multicurrency Credit Agreement] 









 REAFFIRMATION AND CONSENT OF
GUARANTORS 
 Each of the undersigned heretofore executed and delivered to the Lenders a Guaranty Agreement dated as of
June 23, 2006 (the “Guaranty”). Each of the undersigned hereby consents to the First Amendment to Multicurrency Credit Agreement as set forth above and confirms that its Guaranty, all obligations thereunder, and all Collateral
Documents, and the Liens created and provided for thereby, executed and delivered by it remain in full force and effect. Each of the undersigned further agrees that its consent to any further amendments, waivers or consents in connection with the
Multicurrency Credit Agreement shall not be required as a result of this consent having been obtained. Each of the undersigned acknowledges that the Lenders are relying on the assurances provided herein in entering into the First Amendment to
Multicurrency Credit Agreement set forth above. 
  

					
	 “GUARANTORS”

	
	 THE CLEVELAND-CLIFFS IRON COMPANY

CLIFFS SALES COMPANY
 CLIFFS MINING COMPANY

		
	 By
	 	 /s/ R. J. Leroux

		 	 Name
	 	 R.J. Leroux

		 	 Title
	 	 Vice President and Treasurer

	
	 NORTHSHORE MINING COMPANY
 SILVER BAY POWER COMPANY
 CLIFFS MINNESOTA MINING COMPANY
 CLIFFS EMPIRE, INC.
 CLIFFS TIOP,
INC.

		
	 By
	 	 /s/ R. J. Leroux

		 	 Name
	 	 R.J. Leroux

		 	 Title
	 	 Treasurer