1
Exhibit 4 (a)
EXECUTION COPY
AMENDMENT dated as of June 1, 1998, 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
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 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. AMENDMENT. 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 May 31, 2003.
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.
(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
2
2
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, 1998, 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 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
3
3
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/ X. X. Xxxxx
----------------------------------
Name: X. X. Xxxxx
Title: Senior Vice President - Finance
THE CHASE MANHATTAN BANK,
individually and as agent,
by /s/ Xxxxx X. Xxxxxx
----------------------------------
Name: Xxxxx X. Xxxxxx
Title: Vice President
HUNTINGTON NATIONAL BANK,
by /s/ Xxxxxxx X. Xxxx
----------------------------------
Name: Xxxxxxx X. Xxxx
Title: AVP
4
4
NBD BANK,
by /s/ Xxxxxxxx X. Xxxxx
----------------------------------
Name: Xxxxxxxx X. Xxxxx
Title: First Vice President
NATIONAL CITY BANK,
by /s/ Xxxxx X. Cable
----------------------------------
Name: Xxxxx X. Cable
Title: Sr. Vice President
PNC BANK, N.A.,
by /s/ Xxxx X. Xxxxxxxxxx
----------------------------------
Name: Xxxx X. Xxxxxxxxxx
Title: Vice President
KEYBANK NATIONAL ASSOCIATION fka
SOCIETY NATIONAL BANK,
by /s/ Xxxxxx X. Xxxxxxxx
----------------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Vice President
