Cliffs Natural Resources Inc. Sample Contracts

Cleveland-Cliffs Inc. – NEWS RELEASE (February 14th, 2019)

CLEVELAND - February 12, 2019 - Cleveland-Cliffs Inc. (NYSE: CLF) announced today that Keith A. Koci has been appointed Executive Vice President, Chief Financial Officer of the company, effective immediately. Mr. Koci replaces Timothy K. Flanagan, who will be leaving the company, effective immediately.

Cleveland-Cliffs Inc. – NEWS RELEASE (February 8th, 2019)

CLEVELAND—February 8, 2019—Cleveland-Cliffs Inc. (NYSE: CLF) today reported fourth-quarter and full-year results for the period ended December 31, 2018.

Cleveland-Cliffs Inc. – PELLET SALE AND PURCHASE AGREEMENT (February 8th, 2019)

THIS AGREEMENT, entered into, dated February 19, 2014 and effective as of January 1, 2014 (“Agreement”), by and among CLIFFS SALES COMPANY, an Ohio corporation (“Cliffs”) and AK STEEL CORPORATION, a Delaware corporation (“AK Steel”).

Cleveland-Cliffs Inc. – NEWS RELEASE (January 28th, 2019)

CLEVELAND - January 28, 2019 - Cleveland-Cliffs Inc. (NYSE: CLF) announced today that it has appointed M. Ann Harlan and Janet L. Miller to its Board of Directors, effective immediately.

Cleveland-Cliffs Inc. – NEWS RELEASE (October 19th, 2018)

The Company reported consolidated revenues of $742 million, compared to the prior year's third-quarter consolidated revenues of $597 million. Cost of goods sold was $480 million compared to $439 million reported in the third quarter of 2017.

Cleveland-Cliffs Inc. – EIGHTH AMENDMENT TO TRUST AGREEMENT NO. 5 (October 19th, 2018)

This Eighth Amendment to Trust Agreement No. 5 is entered into effective as of August 24, 2018 by and between Cleveland-Cliffs Inc. f/k/a Cliffs Natural Resources Inc., an Ohio corporation (the “Company”), and KeyBank National Association, the successor in interest to Key Trust Company of Ohio, N.A., a national banking association, as Trustee (the “Trustee”). Capitalized terms not defined herein shall have the meanings assigned to such terms in Trust Agreement No. 5.

Cleveland-Cliffs Inc. – CLEVELAND-CLIFFS INC. Deferred Shares Agreement for Nonemployee Directors (July 24th, 2018)

Cleveland-Cliffs Inc. (the “Company”) pursuant to its Amended and Restated 2014 Nonemployee Directors’ Compensation Plan (the “Plan”) has this day granted to you, the above-named Participant, a total of __________ Deferred Shares subject to the following terms, conditions, limitations and restrictions (the “Deferred Shares”) because you have elected to defer the receipt of all or a portion of your award under the Plan pursuant to a Deferral Commitment in accordance with the terms of the Plan and Section 409A of the Code. Capitalized terms used, but not otherwise defined, in this agreement (this “Agreement”) will have the meanings given to such terms in the Plan.

Cleveland-Cliffs Inc. – CLEVELAND-CLIFFS INC. Restricted Shares Agreement for Nonemployee Directors (July 24th, 2018)

Cleveland-Cliffs Inc. (the “Company”) pursuant to its Amended and Restated 2014 Nonemployee Directors’ Compensation Plan (the “Plan”) has this day granted to you, the above-named Participant, a total of __________ Shares subject to the following terms, conditions, limitations and restrictions (the “Restricted Shares”). Capitalized terms used, but not otherwise defined, in this agreement (this “Agreement”) will have the meanings given to such terms in the Plan.

Cleveland-Cliffs Inc. – NEWS RELEASE (July 20th, 2018)

The Company reported consolidated revenues of $714 million, compared to the prior year's second-quarter revenues of $471 million. Cost of goods sold was $430 million compared to $327 million reported in the second quarter of 2017.

Cleveland-Cliffs Inc. – AMENDED AND RESTATED SYNDICATED FACILITY AGREEMENT (April 24th, 2018)

THIS AMENDED AND RESTATED SYNDICATED FACILITY AGREEMENT, is dated as of March 30, 2015 and amended and restated as of February 28, 2018 by and among the lenders identified on the signature pages hereof (each of such lenders, together with its successors and permitted assigns, is referred to hereinafter as a “Lender”, as that term is hereinafter further defined), BANK OF AMERICA, N.A., as administrative agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”), BANK OF AMERICA, N.A., as Australian security trustee (in such capacity, together with its successors and assigns in such capacity, “Australian Security Trustee”), CLEVELAND-CLIFFS INC., an Ohio corporation (“Parent”), and the Subsidiaries of Parent identified on the signature pages hereof (such Subsidiaries, together with Parent, are referred to hereinafter each individually as a “Borrower”, and individually and collectively as

Cleveland-Cliffs Inc. – CLEVELAND-CLIFFS INC. AMENDED AND RESTATED 2015 EQUITY AND INCENTIVE COMPENSATION PLAN RESTRICTED STOCK UNIT AWARD MEMORANDUM (April 24th, 2018)

This Restricted Stock Unit Award Agreement (this “Agreement”) is between Cleveland-Cliffs Inc., an Ohio corporation (the “Company”), and you, the person named in the Restricted Stock Unit Award Memorandum (the “Award Memorandum”) who is an employee of the Company or a Subsidiary of the Company (the “Participant”). For purposes of this Agreement, “Employer” means the entity (the Company or Subsidiary) that employs the Participant on the applicable date. This Agreement is effective as of the Date of Grant set forth in the Award Memorandum.

Cleveland-Cliffs Inc. – CLEVELAND-CLIFFS INC. AMENDED AND RESTATED 2015 EQUITY AND INCENTIVE COMPENSATION PLAN PERFORMANCE SHARE AWARD MEMORANDUM (TSR) (April 24th, 2018)

This Performance Share Award Agreement (this “Agreement”) is between Cleveland-Cliffs Inc., an Ohio corporation (the “Company”), and you, the person named in the Performance Share Award Memorandum (the “Award Memorandum”) who is an employee of the Company or a Subsidiary of the Company (the "Participant"). For purposes of this Agreement, “Employer” means the entity (the Company or Subsidiary) that employs the Participant on the applicable date. This Agreement is effective as of the Date of Grant set forth in the Award Memorandum.

Cleveland-Cliffs Inc. – CLEVELAND-CLIFFS INC. AMENDED AND RESTATED 2015 EQUITY AND INCENTIVE COMPENSATION PLAN (April 24th, 2018)

This Cash Incentive Award Agreement (this “Agreement”) is between Cleveland-Cliffs Inc., an Ohio corporation (the “Company”), and you, the person named in the Cash Incentive Award Memorandum (the “Award Memorandum”) who is an employee of the Company or a Subsidiary of the Company (the "Participant"). For purposes of this Agreement, “Employer” means the entity (the Company or Subsidiary) that employs the Participant on the applicable date. This Agreement is effective as of the Date of Grant set forth in the Award Memorandum.

Cleveland-Cliffs Inc. – NEWS RELEASE (April 20th, 2018)

As previously discussed, on January 1, 2018, Cliffs adopted the new revenue recognition standard and recognized the cumulative effect of this change as an addition to the opening balance of retained earnings of $34 million. Under ASC Topic 606, revenue will generally be recognized upon delivery for Cliffs' U.S. Iron Ore customers, which in most cases is earlier than under the previous standard. Therefore, as a result of the adoption of the standard and the annual winter closure of the Soo Locks, revenues and net income will be relatively lower than historical levels during the first quarter and relatively higher than historical levels during the remaining nine months.

Cleveland-Cliffs Inc. – AMENDED AND RESTATED PELLET SALE AND PURCHASE AGREEMENT (March 13th, 2018)

This Amended and Restated Pellet Sale and Purchase Agreement (the “Agreement”), entered into, dated and effective as of December 31, 2015 (the "Effective Date"), by and among The Cleveland-Cliffs Iron Company, an Ohio corporation ("CCIC"), Cliffs Mining Company, a Delaware corporation (“Mining”) (“CCIC” and “Mining” being collectively referred to herein as “Cliffs”) and AK Steel Corporation, a Delaware corporation ("AK Steel"). AK Steel and Cliffs may singularly be referred to as Party and collectively Parties.

Cleveland-Cliffs Inc. – THIRD SUPPLEMENTAL INDENTURE 5.75% SENIOR NOTES DUE 2025 (February 14th, 2018)

This Supplemental Indenture, dated as of October 27, 2017 (this “Supplemental Indenture” or “Guarantee”), among Cliffs TIOP II, LLC, Marquette Range Coal Service Company and Tilden Mining Company L.C. (the “Additional Guarantors”), Cleveland-Cliffs Inc. (f/k/a Cliffs Natural Resources Inc.) (together with its successors and assigns, the “Company”), and U.S. Bank National Association, as Trustee (the “Trustee”) under the Indenture referred to below.

Cleveland-Cliffs Inc. – SECOND SUPPLEMENTAL INDENTURE 5.75% SENIOR NOTES DUE 2025 (February 14th, 2018)

This Supplemental Indenture, dated as of September 29, 2017 (this “Supplemental Indenture” or “Guarantee”), among Cliffs Empire II Inc. and Empire Iron Mining Partnership (the “Additional Guarantors”), Cleveland-Cliffs Inc. (f/k/a Cliffs Natural Resources Inc.) (together with its successors and assigns, the “Company”), and U.S. Bank National Association, as Trustee (the “Trustee”) under the Indenture referred to below.

Cleveland-Cliffs Inc. – AMENDED AND RESTATED PELLET SALE AND PURCHASE AGREEMENT (February 14th, 2018)

This Amended and Restated Pellet Sale and Purchase Agreement (the “Agreement”), entered into, dated and effective as of December 31, 2015 (the "Effective Date"), by and among The Cleveland-Cliffs Iron Company, an Ohio corporation ("CCIC"), Cliffs Mining Company, a Delaware corporation (“Mining”) (“CCIC” and “Mining” being collectively referred to herein as “Cliffs”) and AK Steel Corporation, a Delaware corporation ("AK Steel"). AK Steel and Cliffs may singularly be referred to as Party and collectively Parties.

Cleveland-Cliffs Inc. – SEVERANCE AGREEMENT (February 14th, 2018)

This Severance Agreement (the “Agreement”) is entered into knowingly and voluntarily by and between P. Kelly Tompkins (“Employee”) and Cleveland-Cliffs Inc. and its affiliates identified in Section III.A., below (collectively the “Company”). Employee and the Company may be collectively referred to as the “Parties.”

Cleveland-Cliffs Inc. – NEWS RELEASE (January 25th, 2018)

CLEVELAND—January 25, 2018—Cleveland-Cliffs Inc. (NYSE: CLF) today reported fourth-quarter and full-year results for the period ended December 31, 2017.

Cleveland-Cliffs Inc. – CLEVELAND-CLIFFS INC. $275,000,000 1.50% Convertible Senior Notes due 2025 Underwriting Agreement (December 19th, 2017)
Cleveland-Cliffs Inc. – Eighth Supplemental Indenture Dated as of December 19, 2017 U.S. BANK NATIONAL ASSOCIATION, as Trustee (December 19th, 2017)

EIGHTH SUPPLEMENTAL INDENTURE dated as of December 19, 2017 (this “Eighth Supplemental Indenture”) to the Indenture dated as of March 17, 2010 (as supplemented by the Seventh Supplemental Indenture dated as of May 7, 2013, the “Base Indenture”, and as further supplemented by this Eighth Supplemental Indenture, the “Indenture”), is by and between CLEVELAND-CLIFFS INC. (formerly known as Cliffs Natural Resources Inc.), an Ohio corporation (the “Company”), and U.S. BANK NATIONAL ASSOCIATION, as trustee (the “Trustee”).

Cleveland-Cliffs Inc. – THE GUARANTORS PARTIES HERETO AND U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE AND FIRST LIEN NOTES COLLATERAL AGENT 4.875% Senior Secured Notes due 2024 INDENTURE Dated as of December 19, 2017 (December 19th, 2017)

INDENTURE, dated as of December 19, 2017, among CLEVELAND-CLIFFS INC., an Ohio corporation (the “Company”), THE GUARANTORS (as defined herein) party hereto and U.S. BANK NATIONAL ASSOCIATION, as trustee (the “Trustee”) and First Lien Notes Collateral Agent (as defined herein).

Cleveland-Cliffs Inc. – of Senior Secured Notes due 2024 (December 6th, 2017)

CLEVELAND - Dec. 5, 2017 - Cleveland-Cliffs Inc. (NYSE: CLF) (“Cliffs” or the “Company”) announced today that it has priced its previously announced private offering of $400.0 million aggregate principal amount of its senior secured notes due 2024 (the “Secured Notes”). The Secured Notes will bear interest at an annual rate of 4.875% and will be issued at a price of 99.347% of their principal amount. The offering is expected to close on December 19, 2017, subject to satisfaction of customary closing conditions.

Cleveland-Cliffs Inc. – Cleveland-Cliffs Inc. Announces Proposed Offering of $400,000,000 of Senior Secured Notes due 2024 (December 4th, 2017)

CLEVELAND - Dec. 4, 2017 - Cleveland-Cliffs Inc. (NYSE: CLF) (“Cliffs” or the “Company”) announced today that it intends to offer to sell, subject to market and other conditions, $400.0 million aggregate principal amount of its senior secured notes due 2024 (the “Secured Notes”) in an offering that is exempt from the registration requirements of the Securities Act of 1933 (the “Securities Act”).

Cleveland-Cliffs Inc. – Cleveland-Cliffs Inc. Announces Proposed Offering of $275,000,000 of Convertible Senior Notes due 2025 (December 4th, 2017)

CLEVELAND - Dec. 4, 2017 - Cleveland-Cliffs Inc. (NYSE: CLF) (“Cliffs” or the “Company”) announced today that it intends to offer to sell, subject to market and other conditions, $275.0 million aggregate principal amount of its convertible senior notes due 2025 (the “Convertible Notes”) (or up to an aggregate of $316.25 million aggregate principal amount of Convertible Notes if the underwriters exercise their over-allotment option in full) in a registered public offering. The Convertible Notes are expected to mature on January 15, 2025, unless earlier repurchased, redeemed or converted. The Convertible Notes will be convertible at the option of the holders in certain circumstances and during certain periods into cash, common shares or a combination thereof, at the Company’s election. The interest rate, conversion rate and other terms of the Convertible Notes will be determined at the time of pricing of the Convertible Notes offering.

Cleveland-Cliffs Inc. – NEWS RELEASE (November 17th, 2017)

CLEVELAND - Nov. 17, 2017 - Cleveland-Cliffs Inc. (NYSE: CLF) announced today that P. Kelly Tompkins , executive vice president & chief operating officer, will retire effective Dec. 31, 2017.

Cleveland-Cliffs Inc. – NEWS RELEASE (October 20th, 2017)

CLEVELAND—October 20, 2017—Cleveland-Cliffs Inc. (NYSE: CLF) today reported third-quarter results for the period ended September 30, 2017. The Company reported consolidated revenues of $698 million, an increase of 26 percent compared to the prior year's third-quarter revenues of $553 million. Cost of goods sold increased by 15 percent to $538 million compared to $468 million reported in the third quarter of 2016.

Cleveland-Cliffs Inc. – NEWS RELEASE (August 17th, 2017)

CLEVELAND - Aug. 15, 2017 - Cliffs Natural Resources Inc. (NYSE: CLF) announces today that it has re-named the Company to its historical name Cleveland-Cliffs Inc. Under the name Cleveland-Cliffs, the Company has been for many decades an important part of the North American iron and steel industry. The name change is part of the celebration of the 170th anniversary of the Company, and is effective immediately. The Company’s NYSE stock ticker symbol “CLF” will remain the same.

Cliffs Natural Resources Inc. – THE GUARANTORS PARTIES HERETO AND U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE 5.75% Senior Notes due 2025 INDENTURE Dated as of February 27, 2017 (August 7th, 2017)

INDENTURE, dated as of February 27, 2017, among CLIFFS NATURAL RESOURCES INC., an Ohio corporation (the “Company”), THE GUARANTORS (as defined herein) party hereto and U.S. BANK NATIONAL ASSOCIATION, as trustee (the “Trustee”).

Cliffs Natural Resources Inc. – FIRST SUPPLEMENTAL INDENTURE 5.75% SENIOR NOTES DUE 2025 (August 7th, 2017)

FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of August 7, 2017, among CLIFFS NATURAL RESOURCES INC., an Ohio corporation (the “Company”), THE GUARANTORS listed on the signature pages hereto (the “Guarantors”) and U.S. BANK NATIONAL ASSOCIATION, as trustee (the “Trustee”).

Cliffs Natural Resources Inc. – JOINDER TO REGISTRATION RIGHTS AGREEMENT by and among Cliffs Natural Resources Inc., Each of the Guarantors named herein and Credit Suisse Securities (USA) LLC as Representative of the Several Initial Purchasers Dated as of August 7, 2017 (August 7th, 2017)

This Joinder to the Agreement (the “RRA Joinder”) is made pursuant to the Purchase Agreement, dated July 31, 2017 (the “Purchase Agreement”), by and among the Company, the Guarantors and Credit Suisse Securities (USA) LLC, as representative of the several initial purchasers (the “Initial Purchasers”) named in Schedule A thereto, relating to the purchase by the Initial Purchasers of the Company’s 5.75% Senior Notes due 2025 (the “Additional Notes”), which are fully and unconditionally guaranteed by the Guarantors (the “Guarantees”). The Additional Notes and the Guarantees attached thereto are herein collectively referred to as the “Additional Securities.” The execution and delivery of this RRA Joinder is a condition to the obligations of the Initial Purchasers set forth in Section 7(g) of the Purchase Agreement.

Cliffs Natural Resources Inc. – NEWS RELEASE (July 31st, 2017)

This news release does not constitute an offer to sell or the solicitation of an offer to buy any securities. The Additional Notes and related guarantees are being offered only to qualified institutional buyers in reliance on the exemption from registration set forth in Rule 144A under the Securities Act, and outside the United States to non-U.S. persons in reliance on the exemption from registration set forth in Regulation S under the Securities Act. The Additional Notes and the related guarantees have not been registered under the Securities Act, or the securities laws of any state or other jurisdiction, and may not be offered or sold in the United States without registration or an applicable exemption from the Securities Act and applicable state securities or blue sky laws and foreign securities laws.

Cliffs Natural Resources Inc. – for Any and All of its Senior Secured Notes (July 31st, 2017)

CLEVELAND - July 31, 2017 - Cliffs Natural Resources Inc. (NYSE: CLF) announced today the commencement of a tender offer to purchase (the “Tender Offer”), subject to certain terms and conditions, any and all of its outstanding 8.250% Senior Secured Notes due 2020 (the "Notes"), at the price set forth below.

Cliffs Natural Resources Inc. – NEWS RELEASE (July 31st, 2017)

This news release does not constitute an offer to sell or the solicitation of an offer to buy any securities. The Additional Notes and related guarantees are being offered only to qualified institutional buyers in reliance on the exemption from registration set forth in Rule 144A under the Securities Act, and outside the United States to non-U.S. persons in reliance on the exemption from registration set forth in Regulation S under the Securities Act. The Additional Notes and the related guarantees have not been registered under the Securities Act, or the securities laws of any state or other jurisdiction, and may not be offered or sold in the United States without registration or an applicable exemption from the Securities Act and applicable state securities or blue sky laws and foreign securities laws.