Third Amendment and Waiver to Multicurrency Credit Agreement



 Exhibit 4(i) 
 CLEVELAND-CLIFFS INC 
 THIRD
AMENDMENT AND WAIVER TO MULTICURRENCY CREDIT AGREEMENT 
 This Third Amendment and Waiver to Multicurrency Credit Agreement (herein, this “Amendment”) is entered into as of March 30, 2007, by 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 (as amended, supplemented and otherwise modified from time to time, 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 Required Lenders have agreed to amend the Credit Agreement and to waive a default under the Credit Agreement, all 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.    WAIVER.

 The Borrower has informed the Lenders that the Borrower will be unable to deliver to the Administrative Agent the
Borrower’s annual financial statements for the fiscal year ending December 31, 2006 within 90 days after the close of said fiscal year as required under Section 6.1(b) of the Credit Agreement. Subject to the satisfaction of the
conditions precedent set forth in Section 3 below, the Required Lenders hereby waive any and all Defaults and Events of Default arising solely from the Borrower’s failure to deliver its annual financial statements for the fiscal year
ending December 31, 2006 by the deadline stated in Section 6.1(b) of the Credit Agreement; provided that the Borrower agrees that it shall deliver said annual financial statements within 180 days of the close of the fiscal year
ending December 31, 2006, and that the failure to deliver such financial statements by such date shall constitute an Event of Default. Except as specifically waived hereby, all terms and conditions of the Credit Agreement shall stand and remain
in full force and effect. 









 SECTION 2.    AMENDMENTS TO
CREDIT AGREEMENT. 
 Upon satisfaction of the conditions precedent set forth in
Section 3 hereof, the Credit Agreement shall be and hereby is amended as follows: 
 2.1.    Section 1.1 of the Credit Agreement is hereby amended to insert therein in proper alphabetical order the following new definition: 
 “Cliffs Sonoma Entities” means, collectively, Cliffs Australia Washplant Operations Pty Ltd ACN 123 748 032 and Cliffs Australia Coal Pty Ltd ACN 123 583 326. 
 2.2.    Section 6.12 of the Credit Agreement is amended to delete the “and” at the end of clause (g),
to restate clause (h) in its entirety as follows and to add the following clause (i) to such Section: 
 (h)    Liens solely on the assets of the Cliffs Sonoma Entities in favor of the Cliffs Sonoma Entities’ joint venture partners in Sonoma; provided, that such Liens shall secure only amounts owed by Sonoma and
the Cliffs Sonoma Entities to such joint venture partners; and 
 (i)    other Liens with respect to
obligations that do not in the aggregate exceed U.S. $5,000,000 at any time outstanding. 
 2.3    The
following Section 6.21 is added to the Credit Agreement immediately after Section 6.20 thereof: 
 Section 6.21.    Limitation on Assets and Operations of Cliffs Sonoma Entities.    The Borrower shall not permit the Cliffs Sonoma Entities to own any assets other than in connection with
Sonoma and any other assets necessary or incidental thereto, and the Borrower shall not permit the Cliffs Sonoma Entities to engage in any business or activity other than in connection with Sonoma and any other activities necessary or incidental
thereto. 
 SECTION 3.    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 4.    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 

  

 2 








 
as amended hereby; (ii) as of the date hereof, except for the failure to deliver the annual financial statements for the fiscal year ending
December 31, 2006 described in Section 1 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 5.    MISCELLANEOUS. 
 (a)    The Credit Agreement, as amended hereby, shall continue in full force and effect. 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] 
  

 3 








 IN WITNESS WHEREOF, the parties hereto have
caused their duly authorized officers to execute and deliver this Third Amendment and Waiver 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 THIRD
AMENDMENT AND WAIVER 
 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/ Tim Kerr

		 	 Name: Tim Kerr

		 	 Title:   Vice President



 [SIGNATURE PAGE TO THIRD
AMENDMENT AND WAIVER 
 TO MULTICURRENCY
CREDIT AGREEMENT] 










			
	 BANK OF AMERICA, N.A.

		
	 By
	 	 /s/ Sandra Guerrieri

		 	 Name Sandra Guerrieri

		 	 Title   Vice President



 [SIGNATURE PAGE TO THIRD
AMENDMENT AND WAIVER 
 TO MULTICURRENCY
CREDIT AGREEMENT] 










			
	 KEYBANK NATIONAL ASSOCIATION

		
	 By
	 	 /s/ Suzannah Harris

		 	 Name SUZANNAH HARRIS

		 	 Title   VICE PRESIDENT



 [SIGNATURE PAGE TO THIRD
AMENDMENT AND WAIVER 
 TO MULTICURRENCY
CREDIT AGREEMENT] 










			
	 COMMONWEALTH BANK OF AUSTRALIA,

	 NEW YORK BRANCH, as a Lender and as

	 a Co-Documentation Agent

		
	 By
	 	 /s/ P. Delbridge

		 	 Name Philip Delbridge

		 	 Title   Risk Executive



 [SIGNATURE PAGE TO THIRD
AMENDMENT AND WAIVER 
 TO MULTICURRENCY
CREDIT AGREEMENT] 










			
	 AUSTRALIA AND NEW ZEALAND BANKING
 GROUP LIMITED

		
	 By
	 	 /s/ J. W. Wade

		 	 Name JOHN W. WADE

		 	 Title   DIRECTOR



 [SIGNATURE PAGE TO THIRD
AMENDMENT AND WAIVER 
 TO MULTICURRENCY
CREDIT AGREEMENT] 










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

		
	 By
	 	 /s/ Richard Marten

		 	 Name RICHARD MARTEN

		 	 Title   ASSOCIATE DIRECTOR



 [SIGNATURE PAGE TO THIRD
AMENDMENT AND WAIVER 
 TO MULTICURRENCY
CREDIT AGREEMENT] 










			
	 WESTPAC BANKING CORPORATION

		
	 By
	 	 /s/ Bradley Scammell

		 	 Name BRADLEY SCAMMELL

		 	 Title   HEAD OF CORPORATE AND
            INSTITUTIONAL BANKING AMERICAS



 [SIGNATURE PAGE TO THIRD
AMENDMENT AND WAIVER 
 TO MULTICURRENCY
CREDIT AGREEMENT] 










			
	 JPMorgan Chase Bank, N.A.

		
	 By
	 	 /s/ W. Gregory Schmid

		 	 Name W. Gregory Schmid

		 	 Title   Senior Vice President



 [SIGNATURE PAGE TO THIRD
AMENDMENT AND WAIVER 
 TO MULTICURRENCY
CREDIT AGREEMENT] 










			
	 Fortis Capital Corp. as Lender

		
	 By
	 	 /s/ Douglas Riahi

		 	 Name Douglas Riahi

		 	 Title   Managing Director

		
	 By
	 	 /s/ Steven Silverstein

		 	 Name Steven Silverstein

		 	 Title   Vice President



 [SIGNATURE PAGE TO THIRD
AMENDMENT AND WAIVER 
 TO MULTICURRENCY
CREDIT AGREEMENT] 










			
	 PNC Bank, National Association

		
	 By
	 	 /s/ Joseph G. Moran

		 	 Name Joseph G. Moran

		 	 Title   Managing Director



 [SIGNATURE PAGE TO THIRD
AMENDMENT AND WAIVER 
 TO MULTICURRENCY
CREDIT AGREEMENT] 










			
	 US Bank, N.A.

		
	 By
	 	 /s/ David J. Dannemiller

		 	 Name David J. Dannemiller

		 	 Title   Vice President



 [SIGNATURE PAGE TO THIRD
AMENDMENT AND WAIVER 
 TO MULTICURRENCY
CREDIT AGREEMENT] 










			
	 Wachovia Bank, N.A.

	 [INSERT FULL LEGAL NAME OF LENDER
 HERE]

		
	 By
	 	 /s/ P. J. Peterman

		 	 Name Paul J. Peterman

		 	 Title   Vice President



 [SIGNATURE PAGE TO THIRD
AMENDMENT AND WAIVER 
 TO MULTICURRENCY
CREDIT AGREEMENT] 










			
	 HARRIS N.A., as a Lender

		
	 By
	 	 /s/ Thad D. Rasche

		 	 Name Thad Rasche

		 	 Title   Director



 [SIGNATURE PAGE TO THIRD
AMENDMENT AND WAIVER 
 TO MULTICURRENCY
CREDIT AGREEMENT] 










			
	 LaSalle Bank National Association

		
	 By
	 	 /s/ Brian H. Gallagher

		 	 Name Brian H. Gallagher

		 	 Title   Vice President



 [SIGNATURE PAGE TO THIRD
AMENDMENT AND WAIVER 
 TO MULTICURRENCY
CREDIT AGREEMENT] 










			
	 BANK HAPOALIM B.M., as a Lender

		
	 By
	 	 /s/ Charles McLaughlin

		 	 Name CHARLES McLAUGHLIN

		 	 Title   SENIOR VICE PRESIDENT

		
	 and,
	 	
		
	 By
	 	 /s/ Helen H. Gateson

		 	 Name HELEN H. GATESON

		 	 Title   VICE PRESIDENT



 [SIGNATURE PAGE TO THIRD
AMENDMENT AND WAIVER 
 TO MULTICURRENCY
CREDIT AGREEMENT] 









 TITLE 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 Third Amendment and Waiver 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 Third Amendment and Waiver 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



 [SIGNATURE PAGE TO THIRD
AMENDMENT AND WAIVER 
 TO MULTICURRENCY
CREDIT AGREEMENT]