CLEVELAND-CLIFFS INC FIRST AMENDMENT TO MULTICURRENCY CREDIT AGREEMENT

Exhibit 4(g)

CLEVELAND-CLIFFS INC

FIRST AMENDMENT TO MULTICURRENCY CREDIT AGREEMENT

This First Amendment to Multicurrency Credit Agreement (herein, the “Amendment”) is entered into as of January 31, 2007, by and among 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.

PRELIMINARY STATEMENTS

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 (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 Borrower and the Lenders party hereto have agreed to amend the Credit Agreement under the terms and conditions set forth in this Amendment.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

SECTION 1. AMENDMENT TO CREDIT AGREEMENT.

Upon satisfaction of the conditions precedent set forth in Section 2 hereof, the Credit Agreement shall be and hereby is amended as follows:

Section 1.1. The definition of “Portman Limited Facility” appearing in Section 1.1 of the Credit Agreement shall be amended and restated in its entirety as follows:

“Portman Limited Facility” means the Facility Agreement dated October 24, 1997, between Portman Limited and Commonwealth Bank of Australia, as the same has been, and may further be, amended, modified, supplemented or restated from time to time, as well as any subsequent agreements between Portman Limited and any other lender(s) entered into to replace such Facility Agreement (or its replacements).

SECTION 2. CONDITIONS PRECEDENT.

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.

SECTION 3. REPRESENTATIONS AND WARRANTIES.

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 as amended hereby; (ii) as of the date 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.

SECTION 4. MISCELLANEOUS.

(a) Except as specifically amended herein, the Credit Agreement shall continue in full force and effect in accordance with its original terms. 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 counterparts and by different parties hereto on separate counterpart signature pages, each of which when so executed shall be an original but all of which shall constitute one and the same instrument. This Amendment shall be governed by the internal laws of the State of Ohio.

[SIGNATURE PAGES TO FOLLOW]

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IN WITNESS WHEREOF, the parties hereto have caused their duly authorized officers to execute and deliver this First Amendment to Multicurrency Credit Agreement as of the date first set forth above.

“Borrower”
CLEVELAND-CLIFFS INC
By		/s/ Xxxxxx Xxxxx
		Name:		X. Xxxxx
		Title:		Senior Vice President-Chief Financial Officer and Treasurer

[Signature page to First Amendment to Multicurrency Credit Agreement]

“LENDERS”
FIFTH THIRD BANK, an Ohio banking corporation, as a Lender, as L/C Issuer, and as Administrative Agent
By		/s/ Xxxxxxx X. Xxxxxxx
		Name:		Xxxxxxx X. Xxxxxxx
		Title:		Vice President

[Signature page to First Amendment to Multicurrency Credit Agreement]

BANK OF AMERICA, N.A., as a Lender and as Syndication Agent
By		/s/ Xxxxxx Xxxxxxxxx
		Name		Xxxxxx Xxxxxxxxx
		Title		Vice President

[Signature page to First Amendment to Multicurrency Credit Agreement]

KEYBANK NATIONAL ASSOCIATION, as a Lender and as a Co-Documentation Agent
By		/s/ Xxxxxxxx Xxxxxx
		Name		Xxxxxxxx Xxxxxx
		Title		Vice President

[Signature page to First Amendment to Multicurrency Credit Agreement]

COMMONWEALTH BANK OF AUSTRALIA, NEW YORK BRANCH, as a Lender and as a Co-Documentation Agent
By		/s/ X. X. Xxxxxxx
		Name		Xxxxx X. Xxxxxxx
		Title		Head of Risk Management, Americas

[Signature page to First Amendment to Multicurrency Credit Agreement]

AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED, as a Lender
By		/s/ Xxxx X. Xxxx
		Name		Xxxx X. Xxxx
		Title		Director

[Signature page to xxxxx Amendment to Multicurrency Credit Agreement]

NATIONAL AUSTRALIA BANK LIMITED, A.B.N. 12 004 044 937, as a Lender
By		/s/ X. Xxxxxxx
		Name		Xxxxxxx Xxxxxxx
		Title		Director

[Signature page to First Amendment to Multicurrency Credit Agreement]

WESTPAC BANKING CORPORATION, as a Lender
By		/s/ Xxxxxxx Xxxxxxxx
		Name		Xxxxxxx Xxxxxxxx
		Title		Vice President

[Signature page to First Amendment to Multicurrency Credit Agreement]

JPMORGAN CHASE BANK, N.A., as a Lender
By		/s/ W. Xxxxxxx Xxxxxx
		Name		W. Xxxxxxx Xxxxxx
		Title		Senior Vice President

[Signature page to First Amendment to Multicurrency Credit Agreement]

CHARTER ONE BANK, N.A., as a Lender
By		/s/ Xxxxxx X. Xxxxxx, Xx.
		Name		Xxxxxx X. Xxxxxx, Xx.
		Title		Vice President

[Signature page to First Amendment to Multicurrency Credit Agreement]

PNC BANK, NATIONAL ASSOCIATION, as a Lender
By		/s/ Xxxxxxxx X. Xxxx
		Name		Xxxxxxxx X. Xxxx
		Title		Vice President

[Signature page to First Amendment to Multicurrency Credit Agreement]

U.S. BANK NATIONAL ASSOCIATION, as a Lender
By		/s/ Xxxxx X. Xxxxxxxxxxx
		Name		Xxxxx X Xxxxxxxxxxx
		Title		Vice President

[Signature page to First Amendment to Multicurrency Credit Agreement]

WACHOVIA BANK, as a Lender
By		/s/ Xxxxxx Xxxxxxx
		Name		Xxxxxx Xxxxxxx
		Title		Senior Vice President

[Signature page to First Amendment to Multicurrency Credit Agreement]

XXXXXX X.X., as a Lender
By		/s/ Xxxx X. Xxxxxx
		Name		Xxxx Xxxxxx
		Title		Director

[Signature page to First Amendment to Multicurrency Credit Agreement]

LASALLE BANK, NATIONAL ASSOCIATION, as a Lender
By		/s/ Xxxxx X. Xxxxxxxxx
		Name		Xxxxx X. Xxxxxxxxx
		Title		Vice President

[Signature page to First Amendment to Multicurrency Credit Agreement]

BANK HAPOALIM B.M., as a Lender
By		/s/ X. Xxxxxxx
		Name		Xxxxx X. Xxxxxxx
		Title		Vice President

/s/ Xxxxxx Xxxxxxx

Xxxxxx Xxxxxxx

First Vice President

[Signature page to First Amendment to Multicurrency Credit Agreement]

REAFFIRMATION AND CONSENT OF GUARANTORS

Each of the undersigned heretofore executed and delivered to the Lenders a Guaranty Agreement dated as of June 23, 2006 (the “Guaranty”). Each of the undersigned hereby consents to the First Amendment to Multicurrency Credit Agreement as set forth above and confirms that its Guaranty, all obligations thereunder, and all Collateral Documents, and the Liens created and provided for thereby, executed and delivered by it remain in full force and effect. Each of the undersigned further agrees that its consent to any further amendments, waivers or consents in connection with the Multicurrency Credit Agreement shall not be required as a result of this consent having been obtained. Each of the undersigned acknowledges that the Lenders are relying on the assurances provided herein in entering into the First Amendment to Multicurrency Credit Agreement set forth above.

“GUARANTORS”
THE CLEVELAND-CLIFFS IRON COMPANY CLIFFS SALES COMPANY CLIFFS MINING COMPANY
By		/s/ X. X. Xxxxxx
		Name		X.X. Xxxxxx
		Title		Vice President and Treasurer
NORTHSHORE MINING COMPANY SILVER BAY POWER COMPANY CLIFFS MINNESOTA MINING COMPANY CLIFFS EMPIRE, INC. CLIFFS TIOP, INC.
By		/s/ X. X. Xxxxxx
		Name		X.X. Xxxxxx
		Title		Treasurer