AMENDMENT NO. 1 TO AMENDED AND RESTATED MULTICURRENCY CREDIT AGREEMENT

EX-10.1 2 d426726dex101.htm EX-10.1 EX-10.1

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.,
as a Lender, as L/C Issuer, as Swing
Line Lender and as Administrative
Agent

By:

 

/s/ Marc Ahlers

  Name: Marc Ahlers
  Title: Assistant Vice President

JPMORGAN CHASE BANK, N.A.,
as a Lender and as L/C Issuer

By:

 

/s/ Peter S. Predun

  Name: Peter S. Predun
  Title: Executive Director

AUSTRALIA AND NEW ZEALAND
BANKING GROUP LIMITED

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
AUSTRALIA

By:

 

/s/ Nick Rees

  Name: Nick Rees
  Title: Vice President, Natural Resources

CREDIT AGRCOLE, NEW YORK
BRANCH

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
its Canada Branch

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

 

5


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
CORPORATION

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
UFJ, LTD.

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
Canadian Lender

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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