0000764065-23-000129 Sample Contracts

CLEVELAND-CLIFFS INC., THE GUARANTORS PARTIES HERETO AND U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, AS TRUSTEE 6.750% Senior Guaranteed Notes due 2030 INDENTURE Dated as of April 14, 2023
Indenture • July 26th, 2023 • Cleveland-Cliffs Inc. • Metal mining • New York

INDENTURE, dated as of April 14, 2023, among CLEVELAND-CLIFFS INC., an Ohio corporation (the “Company”), THE GUARANTORS (as defined herein) party hereto and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as trustee (the “Trustee”).

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FOURTH AMENDMENT TO ASSET-BASED REVOLVING CREDIT AGREEMENT
Asset-Based Revolving Credit Agreement • July 26th, 2023 • 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”).

CLEVELAND-CLIFFS INC. Deferred Shares Agreement for Nonemployee Directors
Deferred Shares Agreement • July 26th, 2023 • Cleveland-Cliffs Inc. • Metal mining • Ohio

Cleveland-Cliffs Inc. (the “Company”) pursuant to the Cleveland-Cliffs Inc. 2021 Nonemployee Directors’ Compensation Plan (the “Plan”) has this day granted to you, the above-named Participant, a total of XXXX Deferred Shares subject to the following terms, conditions, limitations and restrictions (the “Deferred Shares”) because you have elected to defer the receipt of all or a portion of your award under the Plan pursuant to a Deferral Commitment in accordance with the terms of the Plan and Section 409A of the Code. Capitalized terms used, but not otherwise defined, in this agreement (this “Agreement”) will have the meanings given to such terms in the Plan.

CLEVELAND-CLIFFS INC. Restricted Shares Agreement for Nonemployee Directors
Restricted Shares Agreement • July 26th, 2023 • Cleveland-Cliffs Inc. • Metal mining • Ohio

Cleveland-Cliffs Inc. (the “Company”) pursuant to the Cleveland-Cliffs Inc. 2021 Nonemployee Directors’ Compensation Plan (the “Plan”) has this day granted to you, the above-named Participant, a total of XXXX Shares subject to the following terms, conditions, limitations and restrictions (the “Restricted Shares”). Capitalized terms used, but not otherwise defined, in this agreement (this “Agreement”) will have the meanings given to such terms in the Plan.

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