REGISTRATION RIGHTS AGREEMENT by and among Cleveland-Cliffs Inc., Each of the Guarantors named herein and Credit Suisse Securities (USA) LLC as the Dealer Manager March 16, 2020Registration Rights Agreement • May 11th, 2020 • Cleveland-Cliffs Inc. • Metal mining • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of March 16, 2020, by and among Cleveland-Cliffs Inc., an Ohio corporation (the “Company”), the entities listed on the signature page hereto as “Guarantors” (collectively, the “Guarantors”), and Credit Suisse Securities (USA) LLC, as dealer manager and solicitation agent (the “Dealer Manager”), pursuant to the Dealer Manager Agreement (as defined below), relating to the Company’s offer to exchange (the “2025 Notes Exchange Offer”) any and all outstanding 6.375% Senior Notes due 2025 issued by AK Steel Corporation for the Company’s 6.375% Senior Notes due 2025 (the “Initial Notes”), fully and unconditionally guaranteed by the Guarantors (the “Guarantees”). The Initial Notes and the Guarantees attached thereto are herein collectively referred to as the “Initial Securities.”
CLEVELAND-CLIFFS INC.,Registration Rights Agreement • May 11th, 2020 • Cleveland-Cliffs Inc. • Metal mining • New York
INDENTURE, dated as of March 16, 2020, among CLEVELAND-CLIFFS INC., an Ohio corporation (the “Company”), THE GUARANTORS (as defined herein) party hereto and U.S. BANK NATIONAL ASSOCIATION, as trustee (the “Trustee”).
THE GUARANTORS PARTIES HERETO AND U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE AND FIRST LIEN NOTES COLLATERAL AGENT 6.75% Senior Secured Notes due 2026 INDENTUREIntercreditor Agreement • May 11th, 2020 • Cleveland-Cliffs Inc. • Metal mining • New York
INDENTURE, dated as of March 13, 2020, among CLEVELAND-CLIFFS INC., an Ohio corporation (the “Company”), THE GUARANTORS (as defined herein) party hereto and U.S. BANK NATIONAL ASSOCIATION, as trustee (the “Trustee”) and First Lien Notes Collateral Agent (as defined herein).
FIRST AMENDMENT TO ASSET-BASED REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • May 11th, 2020 • Cleveland-Cliffs Inc. • Metal mining • New York
THIS ASSET-BASED REVOLVING CREDIT AGREEMENT, is dated as of March 13, 2020, by and among the lenders identified on the signature pages hereof (each of such lenders, together with its successors and permitted assigns, is referred to hereinafter as a “Lender”, as that term is hereinafter further defined), BANK OF AMERICA, N.A., as administrative agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”), and CLEVELAND-CLIFFS INC., an Ohio corporation (“Parent”).
FIRST SUPPLEMENTAL INDENTURECleveland-Cliffs Inc. • May 11th, 2020 • Metal mining • New York
This Supplemental Indenture, dated as of March 13, 2020 (this “Supplemental Indenture” or “Guarantee”), among AH Management, Inc., AKS Investments, Inc., AK Steel Corporation, AK Steel Holding Corporation, AK Steel Properties, Inc., AK Tube LLC, Mountain State Carbon, LLC, PPHC Holdings, LLC, SNA Carbon, LLC (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.
ASSET-BASED REVOLVING CREDIT AGREEMENT by and among BANK OF AMERICA, N.A., as Agent, THE LENDERS THAT ARE PARTIES HERETO, as the Lenders, and CLEVELAND- CLIFFS INC., as Parent and a Borrower BOFA SECURITIES, INC., CREDIT SUISSE LOAN FUNDING LLC,...Assignment and Acceptance Agreement • May 11th, 2020 • Cleveland-Cliffs Inc. • Metal mining • New York
THIS ASSET-BASED REVOLVING CREDIT AGREEMENT, is dated as of March 13, 2020, by and among the lenders identified on the signature pages hereof (each of such lenders, together with its successors and permitted assigns, is referred to hereinafter as a “Lender”, as that term is hereinafter further defined), BANK OF AMERICA, N.A., as administrative agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”), and CLEVELAND-CLIFFS INC., an Ohio corporation (“Parent”).
SECOND SUPPLEMENTAL INDENTURESecond Supplemental Indenture • May 11th, 2020 • Cleveland-Cliffs Inc. • Metal mining • New York
This Supplemental Indenture, dated as of March 13, 2020 (this “Supplemental Indenture” or “Guarantee”), among AH Management, Inc., AKS Investments, Inc., AK Steel Corporation, AK Steel Holding Corporation, AK Steel Properties, Inc., AK Tube LLC, Mountain State Carbon, LLC, PPHC Holdings, LLC, SNA Carbon, LLC (the “Additional Guarantors”), Cleveland-Cliffs Inc., (together with its successors and assigns, the “Company”), and U.S. Bank National Association, as Trustee and First Lien Notes Collateral Agent under the Indenture referred to below.
FIFTH SUPPLEMENTAL INDENTURECleveland-Cliffs Inc. • May 11th, 2020 • Metal mining • New York
This Supplemental Indenture, dated as of March 13, 2020 (this “Supplemental Indenture” or “Guarantee”), among AH Management, Inc., AKS Investments, Inc., AK Steel Corporation, AK Steel Holding Corporation, AK Steel Properties, Inc., AK Tube LLC, Mountain State Carbon, LLC, PPHC Holdings, LLC, SNA Carbon, LLC (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.
