Exhibit 10(nn)
SECOND AMENDMENT TO TRUST AGREEMENT NO. 8
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WHEREAS, Cleveland-Cliffs Inc ("Cleveland-Cliffs") and AmeriTrust
Company National Association entered into Trust Agreement No. 8 (the
"Agreement") effective April 9, 1991, which Agreement was amended on one
previous occasion; 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 further amend the
Agreement;
NOW, THEREFORE, effective July 1, 1997, Cleveland-Cliffs and the
Trustee hereby amend the Agreement to provide as follows:
The second 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 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, 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 Second Amendment at Cleveland, Ohio this 12th day of June, 1997.
CLEVELAND-CLIFFS INC
By /s/ X. X. Xxxxx
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Title:
KEY TRUST COMPANY OF OHIO, N.A.
By /s/ Xxxxxx Xxxxx
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Title: Vice President
By /s/ Xxx X. Xxxxxxxx
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Title: Trust Officer
