Exhibit 10(ee)
FIRST AMENDMENT TO AMENDED AND RESTATED TRUST AGREEMENT NO. 6
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WHEREAS, Cleveland Cliffs Inc ("Cleveland-Cliffs") and AmeriTrust
Company National Association entered into an Amended and Restated Trust
Agreement No. 6 (the "Agreement") effective March 9, 1992; and
WHEREAS, Key Trust Company of Ohio, N.A. (the "Trustee") is the
successor in interest to Society National Bank, which was the successor in
interest to AmeriTrust Company National Association; and
WHEREAS, Cleveland-Cliffs and the Trustee desire to amend the
Agreement;
NOW, THEREFORE, effective July 1, 1997, Cleveland-Cliffs and the
Trustee hereby amend the Agreement to provide as follows:
The third sentence of Section 1(b) of the Agreement is hereby restated
in its entirety, such third sentence to read as follows:
"The term 'Change of Control' shall mean the occurrence of any of
the following events:
(i) Cleveland-Cliffs shall merge into itself, or be
merged or consolidated with, another corporation and as a
result of such merger or consolidation less than 70% of the
outstanding voting securities of the surviving or resulting
corporation shall be owned in the aggregate by the former
shareholders of Cleveland-Cliffs as the same have existed
immediately prior to such merger or consolidation;
(ii) Cleveland-Cliffs shall sell or otherwise
transfer all or substantially all of its assets to any
other corporation or other legal person, and immediately
after such sale or transfer less than 70% of the combined
voting power of the outstanding voting securities of such
corporation or person is held in the aggregate by the
former shareholders of Cleveland-Cliffs as the same shall
have existed immediately prior to such sale or transfer;
(iii) A person, within the meaning of Section
3(a)(9) or of Section 13(d)(3) (as in effect on the date
hereof) of the Securities Exchange Act of 1934, shall
become the beneficial owner (as defined in Rule 13d-3 of
the Securities and Exchange Commission pursuant to the
Securities Exchange Act of 1034) of 30% or more of the
outstanding voting securities of Cleveland-Cliffs (whether
directly or indirectly); or
(iv) During any period of three consecutive years,
individuals who at the beginning of any such period
constitute the Board of Directors of Cleveland-Cliffs
cease, for any reason, to constitute at least a majority
thereof, unless the election, or the nomination for
election by the shareholders of Cleveland-Cliffs or each
director first elected during any such period was approved
by a vote of at least one-third of the directors of
Cleveland-Cliffs who are directors of the Company on the
date of the beginning of any such period."
* * *
IN WITNESS WHEREOF, Cleveland-Cliffs and the Trustee have executed
this First Amendment at Cleveland, Ohio this 12th day of June, 1997.
CLEVELAND-CLIFFS INC
By: /s/ X.X. Xxxxx
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Title: V.P. - H.R.
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KEYTRUST COMPANY OF OHIO, N.A.,
By: /s/ Xxxxxx Xxxxx
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Title: Vice President
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and
By: /s/ Xxx X. Xxxxxxxx
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Title: Trust Officer
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