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Exhibit 4(q)
FIRST AMENDMENT TO NOTE AGREEMENT
This First Amendment to the Note Agreement (the "Amendment") is entered into as
of the seventh day of June, 1995, between CLEVELAND-CLIFFS INC, an Ohio
corporation (the "Company"), having an address at 1100 Superior Avenue,
Cleveland, Ohio 44114-2589, and each Purchaser named in Schedule I to the Note
Agreement, dated as of May 1, 1992 ("Note Agreement").
R E C I T A L S :
The Company has requested that the Note Agreement be amended in certain
particulars as set forth in this Amendment.
Terms used herein but not defined herein shall have the meaning set forth in
the Note Agreement.
NOW, THEREFORE, in consideration of the premises set forth above and in
consideration of the mutual covenants and conditions herein contained and other
good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged:
1. RECITALS INCORPORATED. The Recitals set forth above are incorporated
herein by reference.
2. AMENDMENT TO THE NOTE AGREEMENT.
2.1 Section 5.2 of the Note Agreement is deleted in its entirety and the
following inserted in lieu thereof:
"SECTION 5.2. INSURANCE. The Company will maintain, and will cause
each Subsidiary to maintain, insurance coverage by financially sound and
reputable insurers in such forms and amounts and against such risks as are
customary for corporations of established reputation engaged in the same or
similar business and owning and operating similar properties. The Company
will provide an officer's certificate each quarter to the holders of the
Notes stating that the Company is in compliance with this Section 5.2.
Such officer's certificate shall be furnished by an authorized financial
officer of the Company at the same time as the officer's certificates
required in Section 5.15(g) of the Note Agreement."
3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company, by its
execution and delivery of this Amendment, hereby represents and warrants to the
Purchasers as follows:
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3.1 As of the date of this Amendment, no Default or Event of Default under
the Note Agreement, or under any other agreement to which the Company is
subject, exists or is continuing, after giving effect to the amendment set
forth herein.
3.2 The representations and warranties of the Company referred to in
Section 3.1 of the Note Agreement are true and correct and complete in all
material respects as if made on the date hereof, except as to those
representations and warranties made as of a specific date, which are true and
correct and materially complete as of such date.
3.3 No dissolution proceedings with respect to the Company have been
commenced or are contemplated, and there has been no material adverse change in
the business, condition or operations (financial or otherwise) of the Company,
taken as a whole, since May 1, 1992.
3.4 This Amendment has been duly authorized, executed and delivered by the
Company and constitutes a legal, valid and binding obligation of the Company.
3.5 The Company has not modified any agreement with any creditor of the
Company, other than by this Amendment, unless the Company has disclosed the
terms of such modification to the Purchasers in writing.
4. MISCELLANEOUS.
4.1 Except as expressly set forth in this Amendment, the terms of this
Amendment shall not operate as a waiver by the Purchasers of any provisions of,
or otherwise prejudice, remedies or powers under the Note Agreement, the Notes
or applicable law and shall not operate as a waiver of or otherwise prejudice
any rights it may have against any other Person. Except as set forth in this
Amendment, none of the terms or provisions of either the Note Agreement or the
Notes shall be deemed to be modified hereby, and each of the Note Agreement and
the Notes, as modified herein, shall continue in full force and effect.
4.2 Delivery of this Amendment is conditioned upon satisfaction of the
terms set forth in Section 7.1 of the Note Agreement.
4.3 All headings and captions preceding the text of the several sections of
this Amendment are intended solely for convenience of reference and shall not
constitute a part of this Amendment, nor shall they affect its meaning,
construction or effect.
4.4 This Amendment embodies the entire agreement and understanding among
the Company and the Purchasers with regard to the matters set forth herein,
and supersedes all prior agreements and undertakings relating to such matters.
4.5 This Amendment shall be governed by, and construed and enforced in
accordance with the law of the State of Illinois.
4.6 This Amendment may be executed by the parties hereto in separate
counterparts, each of which when so executed shall be deemed to be an original
and all of which taken together shall constitute one and the same agreement.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their authorized officers as of the date first written above.
CLEVELAND-CLIFFS INC
By: Cynthia B. Bezik
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Its: Treasurer
PRINCIPAL MUTUAL LIFE INSURANCE COMPANY, as holder of $25,000,000 8.51% Series
A Notes and $18,000,000 8.84% Series B Notes
By: Sarah J. Pitts By: Austin Ramzy
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Its: Counsel Its: Assistant Director
Investment Securities
THE MINNESOTA MUTUAL LIFE INSURANCE COMPANY $15,000,000
By MIMLIC Asset Management Company
By: Loren A. Haugland
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Its: Vice President
FEDERATED LIFE INSURANCE COMPANY $1,000,000
By MIMLIC Asset Management Company
By: Loren A. Haugland
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Its: Vice President
FEDERATED MUTUAL INSURANCE COMPANY $1,000,000
By MIMLIC Asset Management Company
By: Loren A. Haugland
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Its: Vice President
LIFE OF MARYLAND, INC. $2,000,000
By MIMLIC Asset Management Company
By: Loren A. Haugland
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Its: Vice President
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LIFE INSURANCE COMPANY OF THE SOUTHWEST $4,000,000
By MIMLIC Asset Management Company
By: Loren A. Haugland
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Its: Vice President
THE MINNESOTA MUTUAL LIFE INSURANCE COMPANY -
SEPARATE ACCOUNT F $1,000,000
By MIMLIC Asset Management Company
By: Loren A. Haugland
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Its: Vice President
THE RELIABLE LIFE INSURANCE COMPANY $1,000,000
By MIMLIC Asset Management Company
By: Loren A. Haugland
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Its: Vice President
NATIONAL TRAVELERS LIFE COMPANY $1,000,000
By MIMLIC Asset Management Company
By: Loren A. Haugland
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Its: Vice President
MUTUAL TRUST LIFE INSURANCE COMPANY $1,000,000
By MIMLIC Asset Management Company
By: Loren A. Haugland
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Its: Vice President
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THE BALTIMORE LIFE INSURANCE COMPANY $2,000,000
By MIMLIC Asset Management Company
By: Loren A. Haugland
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Its: Vice President
PROVIDENT MUTUAL LIFE INSURANCE COMPANY
OF PHILADELPHIA Amount of Note: $1,500,000.00
By: James Kestner
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Its: Vice President
PROVIDENTMUTUAL LIFE AND ANNUITY COMPANY
OF AMERICA Amount of Note: $1,500,000.00
By: James Kestner
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Its: Vice President
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