Line C3 ratio may exceed 3.25:1.00
during a Transition Period if such ratio exceeded 3.25:1.00 as a result of the
Company or any Restricted Subsidiary creating, assuming, incurring, guaranteeing
or otherwise becoming liable in respect of Acquisition Indebtedness, so long as
the ratio as of such date during any Transition Period shall not exceed
3.50:1.00.
E-5
E.
Permitted Investment Amount
1.
Consolidated Net Income for the
fiscal year ending December 31, 2011
$
2.
Consolidated
Net Income for the fiscal year ending December 31, 2012
$
3.
Consolidated Net Income for the fiscal year ending December 31, 2013
$
4.
Consolidated Net Income for the fiscal year ending
December 31, 2014
$
5.
Consolidated Net Income for the
fiscal year ending December 31, 2015
$
6.
Sum of E1 to
E5
$
7.
$608,180,000 + (20% of E6)
$
E-6
Schedule II
to Compliance Certificate
CLIFFS NATURAL RESOURCES INC.
RECONCILIATION OF FINANCIAL STATEMENTS TO COVENANT
CALCULATIONS FOR AMENDED AND RESTATED
MULTICURRENCY CREDIT AGREEMENT DATED AS OF AUGUST 11,
2011
E-7
EXHIBIT F
ASSIGNMENT AND ASSUMPTION
This Assignment and Assumption (this "Assignment and Assumption") is dated as of
the Effective Date set forth below and is entered into by and between
[the][each]
1 Assignor identified in item 1 below ([the][each, an] "Assignor") and
[the][each]2 Assignee identified in item 2 below ([the][each, an] "Assignee").
[It is understood and agreed that the rights and obligations of [the
Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized
terms used but not defined herein shall have the meanings given to them in the
Credit Agreement identified below (the "Credit Agreement"), receipt of a copy of
which is hereby acknowledged by the Assignee. The Standard Terms and Conditions
set forth in Annex 1 attached hereto are hereby agreed to and incorporated
herein by reference and made a part of this Assignment and Assumption as if set
forth herein in full.
For an agreed consideration, [the][each] Assignor hereby irrevocably sells and
assigns to [the Assignee][the respective Assignees], and [the][each] Assignee
hereby irrevocably purchases and assumes from [the Assignor][the respective
Assignors], subject to and in accordance with the Standard Terms and Conditions
and the Credit Agreement, as of the Effective Date inserted by the
Administrative Agent as contemplated below (i) all of [the Assignor's][the
respective Assignors'] rights and obligations in [its capacity as a
Lender][their respective capacities as Lenders] under the Credit Agreement and
any other documents or instruments delivered pursuant thereto to the extent
related to the amount and percentage interest identified below of all of such
outstanding rights and obligations of [the Assignor][the respective Assignors]
under the respective facilities identified below (including, without limitation,
the Letters of Credit and the Swing Loans included in such facilities) and
(ii) to the extent permitted to be assigned under applicable law, all claims,
suits, causes of action and any other right of [the Assignor (in its capacity as
a Lender)][the respective Assignors (in their respective capacities as Lenders)]
against any Person, whether known or unknown, arising