Exhibit 4(f)
AMENDMENT dated as of June 1, 1997, to the
Credit Agreement dated as of March 1, 1995, as
previously amended (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 and
change the pricing of the credit facility provided for in the Agreement, and the
Banks are willing to extend their Commitments and to change the pricing 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
hereby agree as follows:
SECTION 1. DEFINITIONS. 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 hereafter
amended, modified, extended or restated from time to time, being called the
"Amended Agreement").
SECTION 2. AMENDMENTS. (a) The definition of "Maturity Date" in
Section 1.01 of the Agreement is hereby amended, as of the Effective Date (as
defined in Section 4 herein), to read in its entirety as follows:
"MATURITY DATE" shall mean March 1, 2002.
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(b) The definition of "Applicable Margin" in Section 1.01 of the
Agreement is hereby amended, as of the Effective Date, by replacing the existing
pricing grid set forth therein with the pricing grid set forth below:
Eurodollar
Ratio Spread CD Spread
----- ------ ---------
Category 1
----------
Less than or equal to .20 to 1 .325% .450%
Category 2
----------
Greater than .20 to 1 and less
than .35 to 1 .375% .500%
Category 3
----------
Greater than or equal to .35 to 1 .625% .750%
(d) The definition of "Commitment Fee Percentage" in Section 1.01
of the Agreement is hereby amended, as of the Effective Date, by replacing the
existing pricing grid set forth therein with the pricing grid set forth below:
Ratio Commitment Fee
----- Percentage
----------
Category 1
----------
Less than or equal to .20 to 1 .100%
Category 2
----------
Greater than .20 to 1 and less than
.35 to 1 .125%
Category 3
----------
Greater than or equal to .35 to 1 .200%
SECTION 3. 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.
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(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 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 or 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 4. CONDITIONS TO EFFECTIVENESS. This Amendment shall become
effective only upon satisfaction in full, on or prior to June 1, 1997, 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 5. APPLICABLE LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
SECTION 6. 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
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the same effect as the delivery of a manually executed counterpart.
SECTION 7. 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, counsel for the Agent.
SECTION 8. 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.
This Amendment shall not be construed to affect interest or fees accrued prior
to the Effective Date, and amendments herein affecting interest rates and fees
shall apply only to interest and fees accruing on and after the Effective Date.
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
------------------------
Name: Xxxxxxx X. Xxxxx
Title: Vice President and Treasurer
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THE CHASE MANHATTAN BANK,
individually and as agent,
by /s/ Xxxxx X. Xxxxxx
-------------------------
Name: Xxxxx X. Xxxxxx
Title: Vice President
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NBD BANK,
by /s/ Xxxxxxxx X. Xxxxx
-------------------------
Name: Xxxxxxxx X. Xxxxx
Title: First Vice President
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NATIONAL CITY BANK,
by /s/ Xxxxx X. Xxxxx
------------------------
Name: Xxxxx X. Xxxxx
Title: Sr. Vice President
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PNC BANK, NATIONAL
ASSOCIATION,
by /s/Xxxx X. Xxxxxxxxxx
------------------------
Name: Xxxx X. Xxxxxxxxxx
Title: Vice President
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THE HUNTINGTON NATIONAL BANK,
by /s/Xxxx X. Xxxxxxxx
------------------------
Name: Xxxx X. Xxxxxxxx
Title: Portfolio Manager
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KEYBANK NATIONAL ASSOCIATION,
by /s/Xxxxxx X. Xxxxxxxx
-------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Assistant Vice President
