0001193125-07-123585 Sample Contracts

UMBRELLA AGREEMENT
Umbrella Agreement • May 25th, 2007 • Cleveland Cliffs Inc • Metal mining • Ohio
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CLEVELAND-CLIFFS INC Amendment No. 1 to Long-Term Incentive Program Participant Grant and Agreements for John S. Brinzo
Long-Term Incentive Program Participant Grant and Agreements • May 25th, 2007 • Cleveland Cliffs Inc • Metal mining

WHEREAS, effective May 8, 2000, Cleveland Cliffs Inc (the “Company”) established the Cleveland-Cliffs Inc Long-Term Incentive Plan (the “Incentive Plan”) in order to attract and retain executives and other key employees of the Company and its subsidiaries and to align their interests directly with the interests of the shareholders of the Company by increasing the Company’s long-term value and exceeding the performance of peer companies; and

CLEVELAND-CLIFFS INC FOURTH AMENDMENT AND WAIVER TO MULTICURRENCY CREDIT AGREEMENT
Multicurrency Credit Agreement • May 25th, 2007 • Cleveland Cliffs Inc • Metal mining • Ohio

This Fourth Amendment and Waiver to Multicurrency Credit Agreement (herein, this “Amendment”) is entered into as of May 23, 2007, by 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.

CLEVELAND-CLIFFS INC FIRST AMENDMENT TO MULTICURRENCY CREDIT AGREEMENT
Multicurrency Credit Agreement • May 25th, 2007 • Cleveland Cliffs Inc • Metal mining • Ohio

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.

CLEVELAND-CLIFFS INC Amendment No. 2 to Long-Term Incentive Program Participant Grant and Agreements for John S. Brinzo
Long-Term Incentive Program Participant Grant and Agreements • May 25th, 2007 • Cleveland Cliffs Inc • Metal mining

WHEREAS, effective May 8, 2000, Cleveland Cliffs Inc (the “Company”) established the Cleveland-Cliffs Inc Long-Term Incentive Plan (the “Incentive Plan”) in order to attract and retain executives and other key employees of the Company and its subsidiaries and to align their interests directly with the interests of the shareholders of the Company by increasing the Company’s long-term value and exceeding the performance of peer companies; and

CLEVELAND-CLIFFS INC SECOND AMENDMENT TO MULTICURRENCY CREDIT AGREEMENT
Multicurrency Credit Agreement • May 25th, 2007 • Cleveland Cliffs Inc • Metal mining • Ohio

This Second Amendment to Multicurrency Credit Agreement (herein, the “Amendment”) is entered into as of February 16, 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.

SHARE PURCHASE AGREEMENT among CLIFFS INTERNATIONAL LUX IV SARL, CENTENNIAL ASSET MINING FUND LLC, EIKE FUHRKEN BATISTA and, for limited purposes, MMX MINERAÇÃO E METÁLICOS S.A. Dated as of December 12, 2006
Share Purchase Agreement • May 25th, 2007 • Cleveland Cliffs Inc • Metal mining • New York

This Share Purchase Agreement (this “Agreement”), dated as of December 12, 2006, is made and entered into by and among Cliffs International Lux IV Sarl, a Luxembourg corporation (“Buyer”), Centennial Asset Mining Fund LLC, a Nevada limited liability company (“Seller”), Eike Fuhrken Batista, a citizen and resident of Brazil (“Batista”), and, for limited purposes, MMX Mineração e Metálicos S.A., a Brazilian company (“MMX S.A.”). Capitalized terms used in this Agreement and not defined in context have the definitions set forth in ARTICLE XI.

CLEVELAND-CLIFFS INC THIRD AMENDMENT AND WAIVER TO MULTICURRENCY CREDIT AGREEMENT
Multicurrency Credit Agreement • May 25th, 2007 • Cleveland Cliffs Inc • Metal mining • Ohio

This Third Amendment and Waiver to Multicurrency Credit Agreement (herein, this “Amendment”) is entered into as of March 30, 2007, by 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.

CLEVELAND-CLIFFS INC Amendment No. 1 to Long-Term Incentive Program Participant Grant and Agreement for Joseph A. Carrabba
Long-Term Incentive Program Participant Grant and Agreement • May 25th, 2007 • Cleveland Cliffs Inc • Metal mining

WHEREAS, effective May 8, 2000, Cleveland Cliffs Inc (the “Company”) established the Cleveland-Cliffs Inc Long-Term Incentive Plan (the “Incentive Plan”) in order to attract and retain executives and other key employees of the Company and its subsidiaries and to align their interests directly with the interests of the shareholders of the Company by increasing the Company’s long-term value and exceeding the performance of peer companies; and

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