REGISTRATION RIGHTS AGREEMENT by and among Cliffs Natural Resources Inc., Each of the Guarantors named herein and Merrill Lynch, Pierce, Fenner & Smith Incorporated as Representative of the Several Initial Purchasers Dated as of February 27, 2017Registration Rights Agreement • April 27th, 2017 • Cliffs Natural Resources Inc. • Metal mining • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of February 27, 2017, by and among Cliffs Natural Resources Inc., an Ohio corporation (the “Company”), the entities listed on the signature page hereto as “Guarantors” (collectively, the “Guarantors”), and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representative (the “Representative”), on behalf of the several initial purchasers (the “Initial Purchasers”) named in Schedule A to the Purchase Agreement (as defined below), each of whom has agreed to purchase the Company’s 5.75% Senior Notes due 2025 (the “Initial Notes”) fully and unconditionally guaranteed by the Guarantors (the “Guarantees”) pursuant to the Purchase Agreement. The Initial Notes and the Guarantees attached thereto are herein collectively referred to as the “Initial Securities.”
CLIFFS NATURAL RESOURCES INC., THE GUARANTORS PARTIES HERETO AND INDENTURE Dated as of February 27, 2017Indenture • April 27th, 2017 • Cliffs Natural Resources Inc. • Metal mining • New York
EXHIBIT A Form of Initial Note EXHIBIT B Form of Indenture Supplement to Add Guarantors EXHIBIT C Form of Certificate to be Delivered in Connection with Transfers Pursuant to Regulation S
