0001193125-10-058271 Sample Contracts

CLIFFS NATURAL RESOURCES INC. Underwriting Agreement
Underwriting Agreement • March 16th, 2010 • Cliffs Natural Resources Inc. • Metal mining • New York

Cliffs Natural Resources Inc., an Ohio corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), the respective amounts set forth in Schedule 1 of an aggregate principal amount of $400,000,000 of the Company’s 5.900% Senior Notes due 2020 (the “Securities”). The Securities will be issued pursuant to an Indenture to be dated as of March 17, 2010 (the “Base Indenture”) between the Company and U.S. Bank National Association, as trustee (the “Trustee”), as supplemented by a supplemental indenture to be dated as of March 17, 2010 (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), between the Company and the Trustee.

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