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Exhibit
4(j)
C LEVELAND
-C LIFFS I NC
F OURTH A
MENDMENT AND W AIVER T
O M ULTICURRENCY C
REDIT A GREEMENT
This Fourth Amendment and
Waiver to Multicurrency Credit Agreement (herein, this
“Amendment” ) is entered into as of May 23,
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 quarterly financial
statements for the fiscal quarter ending March 31, 2007 within
60 days after the close of said fiscal quarter as required under
Section 6.1(a) 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 quarterly financial
statements for the fiscal quarter ending March 31, 2007 by the
deadline stated in Section 6.1(a) of the Credit Agreement;
provided that the Borrower agrees that it shall deliver said
quarterly financial statements on or before June 30, 2007, 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 . Clause
(h) of Section 6.11 of the Credit Agreement shall be, and
hereby is, amended and restated in its entirety as
follows:
(h) Contingent Obligations in
respect of (i) Indebtedness otherwise permitted under this
Section 6.11 and under Section 6.13 and
(ii) Indebtedness owed by Amapa in an amount not to exceed
U.S. $275,000,000 incurred for the purpose of financing the
development and construction of an iron ore mine and related
facilities (the “Amapa Project” ) located in the
municipality of Pedra Branca do Amapari, in the State of Amapa, in
the northern region of Brazil, a dedicated railroad for the Amapa
Project and a port terminal for the Amapa Project located in
Santana, State of Amapa in Brazil, and for financing working
capital related thereto; provided that such Contingent
Obligations of Amapa Indebtedness shall be limited to U.S.
$90,000,000;
2.2. Section 6.13 of the
Credit Agreement is amended to delete the “and” at the
end of clause (v), delete the period at the end of clause
(vi) and replace it with “; and”, and add the
following clause (vii) to the end of such Section:
(vii) Indebtedness in respect
of bid, performance, surety, reclamation or other similar bonds or
guaranties in the ordinary course of business, or any similar
financial assurance obligations under Environmental Laws or
worker’s compensation laws or with respect to self-insurance
obligations, including guarantees or obligations with respect to
letters of credit supporting such obligations (in each case other
than for an obligation for money borrowed).
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 here
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