Exhibit 10(ii)
THIRD AMENDMENT TO TRUST AGREEMENT NO. 7
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WHEREAS, Cleveland-Cliffs Inc ("Cleveland-Cliffs") and AmeriTrust
Company National Association entered into Trust Agreement No. 7 (the
"Agreement") effective April 9, 1991, which Agreement was amended on two
previous occasions;
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 June 1, 1997, Cleveland-Cliffs and the
Trustee hereby amend the Agreement to provide as follows:
1. The second sentence of Section 1(b) of the Agreement is hereby
amended 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 1934) 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,
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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 Third Amendment at Cleveland, Ohio, this 23rd day of May, 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: VP
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and
By: /s/ X. X. Xxxxxxx
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Title: VP
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