Document

EX-4.29 8 clf-2020123110xkex429.htm EX-4.29 Document

EXHIBIT 4.29

THIRD SUPPLEMENTAL INDENTURE

6.75% SENIOR SECURED NOTES DUE 2026

This Supplemental Indenture, dated as of December 9, 2020 (this “Supplemental Indenture” or “Guarantee”), among Cleveland-Cliffs Steel Holdings Inc., ArcelorMittal Burns Harbor LLC, ArcelorMittal Cleveland LLC, ArcelorMittal Cleveland Works Railway Inc., ArcelorMittal Columbus LLC, ArcelorMittal Kote Inc., ArcelorMittal Minorca Mine Inc., ArcelorMittal Monessen LLC, ArcelorMittal Plate LLC, ArcelorMittal Riverdale LLC, ArcelorMittal South Chicago & Indiana Harbor Railway Inc., ArcelorMittal Steelton LLC, ArcelorMittal Tek Inc., ArcelorMittal USA LLC, ArcelorMittal Weirton LLC, Mid-Vol Coal Sales, Inc., Mittal Steel USA — Railways Inc. (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.

WITNESSETH:

WHEREAS, the Company, the Guarantors, the First Lien Notes Collateral Agent and the Trustee have heretofore executed and delivered an Indenture, dated as of March 13, 2020 (as amended, supplemented, waived or otherwise modified, the “Indenture”), providing for the issuance of an aggregate principal amount of $845,000,000 of 6.75% Senior Secured Notes due 2026 of the Company (the “Notes”);

WHEREAS, Section 3.08 of the Indenture provides that, after the Issue Date, the Company is required to cause certain direct or indirect Subsidiaries of the Company to execute and deliver to the Trustee a supplemental indenture pursuant to which such Subsidiary will unconditionally guarantee, on a joint and several basis with the other Guarantors, the full and prompt payment of the principal of, premium, if any, and interest on the Notes on a secured basis; and

WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee and the Company are authorized to execute and deliver this Supplemental Indenture to amend or supplement the Indenture, without the consent of any Holder;

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Additional Guarantors, the Company and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:

ARTICLE 1

Definitions

Section 1.01 Defined Terms.

As used in this Supplemental Indenture, terms defined in the Indenture or in the preamble or recital hereto are used herein as therein defined. The words “herein,” “hereof” and “hereby” and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof.

ARTICLE 2

Agreement to be Bound; Guarantee

Section 2.01 Agreement to be Bound. The Additional Guarantors hereby become parties to the Indenture as Guarantors and as such will have all of the rights and be subject to all of the obligations and agreements of a Guarantor under the Indenture. The Additional Guarantors hereby become parties to the

Security Agreement, pursuant to the terms of such agreement, as Grantors thereunder with the same force and effect as if originally named therein as Grantors and as such hereby assume all obligations and liabilities of a Grantor thereunder. The Additional Guarantors agree to be bound by all of the provisions of the Indenture and the Collateral Documents applicable to an Additional Guarantor and to perform all of the obligations and agreements of a Guarantor under the Indenture and the Collateral Documents.

Section 2.02 Guarantee. The Additional Guarantors agree, on a joint and several basis with all the existing Guarantors, to fully, unconditionally and irrevocably Guarantee to each Holder of the Notes and the Trustee the Obligations pursuant to Article 10 of the Indenture on a secured basis.

ARTICLE 3

Miscellaneous

Section 3.01 Notices. All notices and other communications to the Additional Guarantors shall be given as provided in the Indenture to the Additional Guarantors, at their respective addresses set forth below, with a copy to the Company as provided in the Indenture for notices to the Company.

Cleveland-Cliffs Steel Holdings Inc.

c/o Cleveland-Cliffs Inc.

200 Public Square, Suite 3300

Cleveland, Ohio 44114

Attention: James Graham, Executive Vice President,