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Exhibit
4(i)
C LEVELAND
-C LIFFS I NC
T HIRD A
MENDMENT AND W AIVER T
O M ULTICURRENCY C
REDIT A GREEMENT
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.
P
RELIMINARY S TATEMENTS
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.
N OW
, T HEREFORE , for good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, the
parties hereto agree as follows:
S ECTION
1. W AIVER
.
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.
S ECTION
2. A MENDMENTS
TO C REDIT A GREEMENT
.
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.
S ECTION
3. C ONDITIONS P
RECEDENT .
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.
S ECTION
4. R EPRESENTATIONS
AND W ARRANTIES .
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.
S ECTION
5. M
ISCELLANEOUS .
(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 counterp
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