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Exhibit 4 (d)
AMENDMENT dated as of July 19, 1996, to the
Credit Agreement dated as of March 1, 1995 (the
"Agreement"), among CLEVELAND-CLIFFS INC, an Ohio
corporation (the "Borrower"), the financial institutions
party to such Agreement (the "Banks") and THE CHASE
MANHATTAN BANK, a New York banking corporation, as agent
for the Banks (in such capacity, the "Agent").
The Borrower has requested that the Banks extend the maturity
of the credit facility provided for in the Agreement, and the Banks are willing
to extend their Commitments under the Agreement as provided herein. Accordingly,
in consideration of the mutual agreements herein contained and other good and
valuable consideration, the sufficiency and receipt of which are hereby
acknowledged, the parties hereto here agree as follows:
SECTION 1. DEFINITIONS. (a) Capitalized terms used and not
otherwise defined herein shall have the meanings assigned to them in the
Agreement (the Agreement, as amended by and together with this Amendment, and as
hereinafter amended, modified, extended or restated from time to time, being
called the "Amended Agreement").
(b) The definition of "Maturity Date" in Section 1.01 of the
Agreement is hereby amended, as of the Effective Date (as defined in Section 3
herein), to read in its entirety as follows:
"'MATURITY DATE' shall mean March 1, 2001."
SECTION 2. REPRESENTATIONS AND WARRANTIES. (a) The Borrower
hereby represents and warrants to each of the Banks, on and as of the date
hereof, and then again represents and warrants to each of the Banks on and as of
the Effective Date, that:
(i) This Amendment has been duly authorized, executed
and delivered by the Borrower, and each of this Amendment and
the Amended Agreement constitutes a legal, valid and binding
obligation of the Borrower, enforceable in accordance with its
terms.
(ii) The representations and warranties set forth in
Article III of the Amended Agreement are true and correct in
all material respects with the same
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effect as if made on and as of the date hereof and on and as
of the Effective Date, after giving effect to this Amendment.
(iii) No Event of Default or event which upon notice
of lapse of time or both would constitute an Event of Default
has occurred and is continuing.
(b) If any representation or warranty made by the Borrower
pursuant to the preceding paragraph (a) shall prove to have been incorrect in
any material respect when made, then an Event of Default shall be deemed to have
occurred under item (a) of Article VII of the Amended Agreement.
SECTION 3. CONDITIONS TO EFFECTIVENESS. This Agreement shall
become effective only upon satisfaction in full, on or prior to July 19, 1996,
of the following conditions precedent (such date, in the event that each of such
conditions has been satisfied, being herein called the "Effective Date"):
(a) The Agent shall have received duly executed counterparts
of this Amendment which, when taken together, bear the authorized
signatures of the Borrower, each of the Banks and the Agent.
(b) The Agent shall have received a certificate dated the
Effective Date and signed by a Responsible Officer, confirming the
representations and warranties set forth in paragraph (a) of Section 2
above.
(c) The Agent shall have received such evidence of the
authority of the Borrower to execute, deliver and perform this
Amendment as the Agent or its counsel shall reasonably have requested.
SECTION 4. APPLICABLE LAW. THIS AMENDMENT SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
SECTION 5. COUNTERPARTS. This Amendment may be executed in any
number of counterparts, each of which shall constitute an original but all of
which when taken together shall constitute but one agreement. Counterparts of
this Amendment may be delivered via telecopy transmission with the same effect
as the delivery of a manually executed counterpart.
SECTION 6. EXPENSES. The Borrower shall pay all reasonable
out-of-pocket expenses incurred by the Agent in connection with the preparation,
execution and delivery of this Amendment, including but not limited to the
reasonable fees, charges and disbursements of Cravath, Swaine & Xxxxx,
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counsel for the Agent.
SECTION 7. AGREEMENT. Except as specifically amended or
modified hereby, the Agreement shall continue in full force and effect in
accordance with the provisions thereof. As used therein, the terms "Agreement",
"herein", "hereunder", "hereinafter", "hereto", "hereof" and words of similar
import shall, unless the context otherwise requires, refer to the Amended
Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed by their duly authorized officers, all as of the
date first above written.
CLEVELAND-CLIFFS INC,
by
/s/ Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
Title: Vice President and
Treasurer
THE CHASE MANHATTAN BANK,
individually and as agent,
by
/s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
Title: Vice President
NBD BANK,
by
/s/ Xxxxxxxx X. Xxxxx
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NATIONAL CITY BANK
by
/s/ Xxxxx X. Xxxxx
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PNC BANK, NATIONAL ASSOCIATION,
by
/s/ Xxxx Xxxxxxxxxx
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THE HUNTINGTON NATIONAL BANK,
by
/s/ Xxxxxxx X. Xxxx
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KEYBANK NATIONAL ASSOCIATION,
by
/s/ Xxxxxxx X. Xxxxxx
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