0000764065-18-000035 Sample Contracts

AMENDED AND RESTATED PELLET SALE AND PURCHASE AGREEMENT
Pellet Sale and Purchase Agreement • February 14th, 2018 • Cleveland-Cliffs Inc. • Metal mining

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.

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SEVERANCE AGREEMENT
Severance Agreement • February 14th, 2018 • Cleveland-Cliffs Inc. • Metal mining • Ohio

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.”

SECOND SUPPLEMENTAL INDENTURE
Cleveland-Cliffs Inc. • February 14th, 2018 • Metal mining • New York

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.

THIRD SUPPLEMENTAL INDENTURE
Senior Notes Due • February 14th, 2018 • Cleveland-Cliffs Inc. • Metal mining • New York

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.

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