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3.25% Redeemable Cumulative Convertible Perpetual Preferred Stock, Series A-2

Promissory Note

3.25% Redeemable Cumulative Convertible Perpetual Preferred Stock, Series A-2 | Document Parties: CLIFFS NATURAL RESOURCES INC. | CEDE & CO You are currently viewing:
This Promissory Note involves

CLIFFS NATURAL RESOURCES INC. | CEDE & CO

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Title: 3.25% Redeemable Cumulative Convertible Perpetual Preferred Stock, Series A-2
Date: 10/31/2008
Industry: Metal Mining     Sector: Basic Materials

3.25% Redeemable Cumulative Convertible Perpetual Preferred Stock, Series A-2, Parties: cliffs natural resources inc. , cede & co
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Exhibit 4(b)

 

 

 

 

 

 

Number: A-2-     

  

         Shares

  

 

CUSIP NO.: 18683K309

3.25% Redeemable Cumulative Convertible Perpetual Preferred Stock, Series A-2

(without par value per share)

(liquidation preference $1,000.00 per share)

OF

CLIFFS NATURAL RESOURCES INC.

FACE OF SECURITY

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CORPORATION OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO. HAS AN INTEREST HEREIN.

TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE ARTICLES (AS DEFINED BELOW).

IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH REGISTRAR AND TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.


CLIFFS NATURAL RESOURCES INC., an Ohio corporation (the “Corporation”), hereby certifies that Cede & Co. or registered assigns (the “Holder”) is the registered owner of fully paid and non-assessable shares of preferred stock of the Corporation designated the 3.25% Redeemable Cumulative Convertible Perpetual Preferred Stock, Series A-2, without par value per share and with a liquidation preference of $1,000.00 per share (the “Series A-2 Preferred Stock”). The shares of Series A-2 Preferred Stock are transferable on the books and records of the Registrar, in person or by a duly authorized attorney, upon surrender of this certificate duly endorsed and in proper form for transfer. The designation, rights, privileges, restrictions, preferences and other terms and provisions of the Series A-2 Preferred Stock represented hereby are issued and shall in all respects be subject to the provisions of the Amended Articles of Incorporation of the Corporation, as amended, as the same may be amended from time to time in accordance with its terms (the “Articles”). Capitalized terms used herein but not defined shall have the respective meanings given them in the Articles. The Corporation will provide a copy of the Articles to a Holder without charge upon written request to the Corporation at its principal place of business.

Reference is hereby made to select provisions of the Series A-2 Preferred Stock set forth on the reverse hereof, and to the Articles, which select provisions and the Articles shall for all purposes have the same effect as if set forth at this place.

Upon receipt of this certificate, the Holder is bound by the Articles and is entitled to the benefits thereunder.

Unless the Transfer Agent’s Certificate of Authentication hereon has been properly executed, the shares of Series A-2 Preferred Stock evidenced hereby shall not be entitled to any benefit under the Articles or be valid or obligatory for any purpose.


IN WITNESS WHEREOF, Cliffs Natural Resources Inc. has executed this certificate as of the date set forth below.

 

 

 

 

 

 

CLIFFS NATURAL RESOURCES INC.

 

 

 

By:

  

 

 

  

  Name:

 

    Joseph A. Carrabba

 

  

  Title:

 

    Chairman, President and

    Chief Executive Officer

 

 

By:

  

 

 

  

  Name:

 

    George W. Hawk, Jr.

 

  

  Title:

 

    General Counsel and

    Secretary

 

Dated:

TRANSFER A


 
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