AMENDMENT NO. 1 TO AMENDED AND RESTATED MULTICURRENCY CREDIT AGREEMENT
Exhibit 10.1
AMENDMENT NO. 1 TO AMENDED AND RESTATED MULTICURRENCY
CREDIT AGREEMENT
AMENDMENT dated as of October 16, 2012 to the Amended and Restated Multicurrency Credit Agreement dated as of August 11, 2011 (the Credit Agreement) among CLIFFS NATURAL RESOURCES INC. (the Company), certain Foreign Subsidiaries of the Company from time to time party thereto, various Lenders from time to time party thereto and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer (the Administrative Agent), JPMORGAN CHASE BANK, N.A., as Syndication Agent and L/C Issuer, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, J.P. MORGAN SECURITIES LLC, CITIGROUP GLOBAL MARKETS INC., PNC CAPITAL MARKETS INC. and U.S. BANK NATIONAL ASSOCIATION, as Joint Lead Arrangers and Joint Book Managers, and FIFTH THIRD BANK and RBS CITIZENS, N.A., as Co-Documentation Agents.
W I T N E S S E T H :
WHEREAS, the parties hereto desire to amend the Credit Agreement to extend the Termination Date from August 11, 2016 to October 16, 2017;
NOW, THEREFORE, the parties hereto agree as follows:
SECTION 1 . Defined Terms; References. Unless otherwise specifically defined herein, each term used herein that is defined in the Credit Agreement has the meaning assigned to such term in the Credit Agreement. Each reference to hereof, hereunder, herein and hereby and each other similar reference and each reference to this Agreement and each other similar reference contained in the Loan Documents shall, after this Amendment becomes effective, refer to the Credit Agreement as amended hereby.
SECTION 2 . Extension of Termination Date. The definition of Termination Date in Section 1.01 of the Credit Agreement is amended by changing the date specified therein from August 11, 2016 to October 16, 2017.
SECTION 3 . Representations of Company. The Company represents and warrants that (i) each of the representations and warranties of the Loan Parties set forth in the Credit Agreement and in the other Loan Documents will be true and correct in all material respects on and as of the Amendment Effective Date (except to the extent the same expressly relate to an earlier date with respect to which such representations and warranties shall be true and correct in all material respects as to such earlier date) and (ii) no Default or Event of Default will have occurred and be continuing on such date.
SECTION 4 . Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of New York.
SECTION 5 . Counterparts. This Amendment may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. Delivery of an executed signature page of this Amendment by facsimile or other electronic transmission shall be effective as delivery of a manually executed counterpart hereof.
SECTION 6 . Effectiveness. This Amendment shall become effective on the date (Amendment Effective Date) when the Administrative Agent shall have received:
(a) from each of the Company and the Lenders a counterpart hereof signed by such party; and
(b) an amendment fee for the account of each Lender in the amount heretofore mutually agreed.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.
CLIFFS NATURAL RESOURCES INC. | ||
By: | /s/ Terrance Paradie | |
Name: Terrance Paradie | ||
Title: SVP & Chief Financial Officer | ||
By: | /s/ Matthew C. Bittner | |
Name: Matthew C. Bittner | ||
Title: Vice President & Treasurer | ||
BANK OF AMERICA, N.A., | ||
By: | /s/ Marc Ahlers | |
Name: Marc Ahlers | ||
Title: Assistant Vice President | ||
JPMORGAN CHASE BANK, N.A., | ||
By: | /s/ Peter S. Predun | |
Name: Peter S. Predun | ||
Title: Executive Director | ||
AUSTRALIA AND NEW ZEALAND | ||
By: | /s/ Robert Grillo | |
Name: Robert Grillo | ||
Title: Director |
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Bank of Montreal, Chicago Branch | ||
By: | /s/ Yacouba Kane | |
Name: Yacouba Kane | ||
Title: Vice President | ||
Canadian Imperial Bank of Commerce | ||
By: | /s/ Peter Rawlins | |
Name: Peter Rawlins | ||
Title: Executive Director | ||
By: | /s/ Scott Curtis | |
Name: Scott Curtis | ||
Title: Managing Director | ||
CIBC Inc. | ||
By: | /s/ Darrell Ho | |
Name: Darrell Ho | ||
Title: Authorized Signatory | ||
By: | /s/ Eoin Roche | |
Name: Eoin Roche | ||
Title: Authorized Signatory | ||
CITIBANK, N.A. | ||
By: | /s/ Raymond G. Dunning | |
Name: Raymond G. Dunning | ||
Title: Vice President |
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COMMONWEALTH BANK OF | ||
By: | /s/ Nick Rees | |
Name: Nick Rees | ||
Title: Vice President, Natural Resources | ||
CREDIT AGRCOLE, NEW YORK | ||
By: | /s/ Blake Wright | |
Name: Blake Wright | ||
Title: Managing Director | ||
By: | /s/ Michael McIntyre | |
Name: Michael McIntyre | ||
Title: Director | ||
FIFTH THIRD BANK | ||
By: | /s/ Sandra Centa | |
Name: Sandra Centa | ||
Title: Vice President | ||
FIFTH THIRD BANK, Operating through | ||
By: | /s/ Charles Miller | |
Name: Charles Miller | ||
Title: Vice President | ||
HSBC Bank USA, N.A. | ||
By: | /s/ Frank M. Eassa | |
Name: Frank M. Eassa | ||
Title: Assistant Vice President |
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HUNTINGTON NATIONAL BANK | ||
By: | /s/ Brian H. Gallagher | |
Name: Brian H. Gallagher | ||
Title: Senior Vice President | ||
KEYBANK NATIONAL ASSOCIATION | ||
By: | /s/ Suzannah Valdivia | |
Name: Suzannah Valdivia | ||
Title: Vice President | ||
MIZUHO CORPORATE BANK, LTD. | ||
By: | /s/ Leon Mo | |
Name: Leon Mo | ||
Title: Authorized Signatory | ||
NATIONAL AUSTRALIA BANK LIMITED | ||
By: | /s/ Marcia Bockol | |
Name: Marcia Bockol | ||
Title: Director | ||
PNC BANK, NATIONAL ASSOCIATION | ||
By: | /s/ Joseph G. Moran | |
Name: Joseph G. Moran | ||
Title: Senior Vice President | ||
RBS CITIZENS, N.A. | ||
By: | /s/ Curtis C. Hunter III | |
Name: Curtis C. Hunter III | ||
Title: Senior Vice President |
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SUMITOMO MITSUI BANKING | ||
By: | /s/ Shuji Yabe | |
Name: Shuji Yabe | ||
Title: Managing Director | ||
THE BANK OF NOVA SCOTIA | ||
By: | /s/ Rafael Tobon | |
Name: Rafael Tobon | ||
Title: Director | ||
THE BANK OF TOKYO-MITSUBISHI | ||
By: | /s/ Christine Howatt | |
Name: Christine Howatt | ||
Title: Authorized Signatory | ||
TORONTO DOMINION (NEW YORK) LLC | ||
By: | /s/ Debbi L. Brito | |
Name: Debbi L. Brito | ||
Title: Authorized Signatory | ||
U.S. BANK, NATIONAL ASSOCIATION | ||
By: | /s/ Patrick McGraw | |
Name: Patrick McGraw | ||
Title: Vice President |
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UNION BANK, CANADA BRANCH, as a | ||
By: | /s/ Anne Collins | |
Name: Anne Collins | ||
Title: Vice President | ||
UNION BANK, N.A., as a Lender | ||
By: | /s/ Y. Joanne Si | |
Name: Y. Joanne Si | ||
Title: Vice President | ||
WELLS FARGO BANK, N.A. | ||
By: | /s/ Leanne S. Phillips | |
Name: Leanne S. Phillips | ||
Title: Director | ||
WESTPAC BANKING CORPORATION | ||
By: | /s/ Henrik Jensen | |
Name: Henrik Jensen | ||
Title: Director, Corporate & Institutional Banking Americas |
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