Exhibit 4(a)
EXECUTION COPY
================================================================================
SECOND AMENDMENT AGREEMENT
Dated as of March 14, 2003
TO
Re: Note Agreements Dated as of December 15, 1995
================================================================================
TABLE OF CONTENTS
SECTION HEADING PAGE
SECTION 1. CONSENT TO BANK FACILITY................................ 1
SECTION 2. AMENDMENTS TO EXISTING NOTE AGREEMENTS.................. 1
Section 2.1. Amendment to Section 5.10...................... 1
Section 2.2. Amendment to Section 5.15...................... 2
Section 2.3. Amendment to Section 5.21...................... 2
Section 2.4. New Sections 5.22, 5.23, 5.24 and 5.25......... 3
Section 2.5. Amendments to Section 6.1...................... 4
Section 2.6. Amendments to Section 8.1...................... 4
Section 2.7. Additions to Section 8.1....................... 4
SECTION 3. CONDITIONS PRECEDENT.................................... 5
SECTION 4. REPRESENTATIONS AND WARRANTIES.......................... 6
SECTION 5. MISCELLANEOUS........................................... 7
Signatures................................................................ 8
SCHEDULE I -- Name of Holders and Principal Amount of Notes
EXHIBIT A -- Form of Bank Facility
EXHIBIT B -- Opinion of Counsel for the Company
-i-
Dated as of
March 14, 2003
To each of the holders
listed in Schedule I to
this Second Amendment Agreement
Ladies and Gentlemen:
Reference is made to the separate Note Agreements each dated as of
December 15, 1995, as amended by the First Amendment Agreement dated as of
December 15, 2002 among Cleveland-Cliffs Inc., an Ohio corporation (the
"Company"), and each of you (the "Existing Note Agreements," as amended hereby,
the "Note Agreements") and (ii) the $55,000,000 aggregate principal amount of
7.00% Senior Notes due December 15, 2005 of the Company (the "Notes").
For good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Company requests the amendment of certain
provisions of the Existing Note Agreements as hereinafter provided.
Upon your acceptance hereof in the manner hereinafter provided and upon
satisfaction of all conditions to the effectiveness hereof and receipt by the
Company of similar acceptances from the Required Holders, this Second Amendment
Agreement shall constitute a contract between us amending the Existing Note
Agreements as of March 14, 2003, but only in the respects hereinafter set forth:
SECTION 1. CONSENT TO BANK FACILITY.
Each of the undersigned holders, severally, consents to the Company
entering into the Bank Facility, in the form attached hereto as Exhibit A.
SECTION 2. AMENDMENTS TO EXISTING NOTE AGREEMENTS.
Section 2.1. Amendment to Section 5.10. Section 5.10 of the Existing
Note Purchase Agreements shall be and is hereby amended by deleting the last
paragraph thereof and replacing it as follows:
For the purpose of making any determination of "substantial part," any
sale, lease or other dispositions of assets of the Company and its Subsidiaries
shall not be included if the net proceeds are segregated from the general
accounts of the Company or any Subsidiary and within six months in the case of
clause (1) below and twelve months in the case of clause (2) below, after such
sale, lease or other disposition such net proceeds are (1) applied to capital
expenditures in respect of maintenance and not in respect of expansion, or (2)
except to the extent that the net proceeds are required to be applied to the
payment of any Debt secured by a Lien on such assets,
Cleveland-Cliffs Inc. Second Amendment Agreement
offered by the Company pursuant to a written offer to the Bank and the holders
of Notes to apply such net proceeds on a pro rata basis to the permanent
reduction of the Commitment under the Bank Facility and to the prepayment of the
unpaid principal amount of the Notes, at par and without Make-Whole Amount
together with accrued and unpaid interest to the date of payment, which date of
payment shall not be more than 45 or less than 30 days after the date of such
written offer. Each such offer shall be made to the Banks and all holders of
Notes on a pro rata basis based on the aggregate unpaid principal amount
outstanding under the Bank Facility and on the unpaid principal amount of each
holders' respective Notes and shall specify the principal amount offered to be
prepaid in the aggregate, the principal amount of each Note offered to be
prepaid and the interest to be paid on the prepayment date with respect to such
principal amount then being offered to be prepaid. In the event that any holder
of Notes wishes to accept such offer of prepayment, it shall send written notice
of such acceptance to the Company within 15 days following receipt of the
initial Company offer. In the event one or more holders of Notes fail to accept
such offer, the Company shall offer, within 5 days after the end of the
aforementioned 15 day period, to each holder, if any, who has timely accepted
the Company's initial offer of prepayment in respect of its Notes pursuant to
this ss.5.10, to prepay, on a pro rata basis (based on the respect of unpaid
principal amount of Notes of such holders who have timely accepted the initial
offer) among all holders who accepted the initial offer, an aggregate principal
amount of Notes equal to the aggregate principal amount of Notes offered to
holders who failed to timely accept the initial offer of prepayment pursuant to
ss.5.10. The holders receiving such second offer, if any, shall have the right
to accept such offer by written notice to the Company within 5 days after
receipt of such second offer by the Company. The Company will prepay the
aggregate principal amount of Notes required to be paid pursuant to the
foregoing provisions of this ss.5.10 on the date originally designated in the
first offer of prepayment to all holders who have timely accepted the offers
required to be made by the Company hereinafter together with accrued and unpaid
interest to the date of prepayment.
Section 2.2. Amendment to Section 5.15. The "." at the end of Section
5.15(i) of the Existing Note Purchase Agreements shall be replaced by "and" and
a new section (j) shall be inserted after Section 5.15(i) of the Existing Note
Purchase Agreements to read as follows:
(j) Other Reports and Filings. All information and other
items which the Company or any of its Subsidiaries is required to
deliver to the Banks pursuant to Section 6.1 of the Bank Facility
concurrently with the delivery thereof to the Banks, except to the
extent such information or other item is duplicative of information
being furnished hereunder.
Section 2.3. Amendment to Section 5.21. The following shall be added to
the end of Section 5.21 of the Existing Note Purchase Agreements:
(c) On or before April 17, 2003, the Company shall have
delivered to the holders of the Notes a legal opinion of independent
counsel substantially identical in scope and substance to the opinion
of Warner Norcross & Judd LLP delivered in connection with the First
Amendment Agreement to cover Republic Wetlands Preserve LLC, a Michigan
limited liability company.
-2-
Cleveland-Cliffs Inc. Second Amendment Agreement
Section 2.4. New Sections 5.22, 5.23, 5.24 and 5.25. The following
shall be added at the end of Section 5 of the Existing Note Purchase Agreements:
Section 5.22. Limitation on Restrictions. If and so long as
the Bank Facility has not been fully terminated in all respects, except
as provided in the Bank Facility, the Company will not, and it will not
permit any of its Subsidiaries to, directly or indirectly, create or
otherwise cause or suffer to exist or become effective any restriction
on the ability of any such Subsidiary to (a) pay dividends or make any
other distributions on its capital stock or other equity interests
owned by the Company or any other Subsidiary, (b) pay or repay any
Indebtedness owed to the Company or any other Subsidiary, (c) make
loans or advances to the Company or any other Subsidiary, (d) transfer
any of its Property to the Company or any other Subsidiary, (e)
encumber or pledge any of its assets to or for the benefit of any party
or (f) guaranty the Obligations.
Section 5.23. Minimum Consolidated Adjusted Net Worth. If and
so long as the Bank Facility has not been fully terminated in all
respects, the Company will at all times keep and maintain Consolidated
Adjusted Net Worth at an amount not less than $69,300,000; provided,
however, the Company may take or incur non-cash charges in respect of
post-retirement benefits in an aggregate amount not to exceed
$25,000,000 so long as the amount of Consolidated Adjusted Net Worth of
the Company immediately after giving effect to such non-cash charges
shall not be less than $44,300,000 thereafter.
Section 5.24. Capital Expenditures. If and so long as the Bank
Facility has not been fully terminated in all respects, the Company
will not, nor shall it permit any Subsidiary to, expend or become
obligated for capital expenditures (as determined in accordance with
GAAP, but excluding any Permitted Investment) in an aggregate amount in
excess of $35,000,000 during any fiscal year of the Company, provided
that, in the event that, after the date hereof, the Company or any
Subsidiary acquires any Subsidiary or otherwise increases its ownership
interest in any existing Subsidiary, then the $35,000,000 amount shall
be increased by that amount of any capital expenditures incurred by
such Subsidiary attributable to such acquisition or increase in
ownership interest that, as a result of such acquisition or increased
interest, will, under GAAP, be consolidated with capital expenditures
of the Company during the fiscal year at issue.
Section 5.25. Minimum Indebtedness Under Existing Agreements.
The Company shall maintain a Commitment owing under the Bank Facility
to the Banks party to such agreements in an amount not less than
$20,000,000, except for (i) termination of the Bank Facility in
accordance with its terms on March 14, 2004, (ii) reductions to the
Commitment whereunder a pro rata amount of the unpaid principal amount
of the Notes are concurrently prepaid pursuant to Sections 2.2, 2.3 or
2.8 hereof and (iii) any reduction or termination of the Bank Facility,
provided, that (x) at the time thereof and after giving effect thereto,
no Default or Event of Default exists and (y) no Obligor shall have
made any payment under the Bank Facility in connection with such
termination or reduction or during the period of sixty (60) days
immediately preceding such reduction or termination.
-3-
Cleveland-Cliffs Inc. Second Amendment Agreement
Section 2.5. Amendments to Section 6.1. Section 6.1(c) of the Existing
Note Purchase Agreement shall be amended by adding "of the Company or any
Subsidiary" after the parenthetical phrase presently included therein and before
the word "in". In addition, Section 6.1 shall be amended by replacing the "." at
the end of Section 6.1(m) and replacing it with "; or" and by adding the
following:
(n) an Event of Default (as defined in the Bank Facility)
shall exist under the Bank Facility; or
(o) without limiting the rights of the Noteholders under
Section 2.3, a Change of Control shall have occurred.
Section 2.6. Amendments to Section 8.1.
"Bank Facility" shall mean that certain Credit Agreement dated as of
March 14, 2003 by and between the Company and Fifth Third Bank, attached hereto
as Exhibit A which (i) has an aggregate commitment of not more than $20,000,000,
(ii) is unsecured and subject to the Intercreditor Agreement, (iii) does not
have the benefit of any Guaranty other than the Bank Facility Guaranty, and (iv)
has been consented to by the Required Holders, as such agreement is in effect on
the date hereof and without giving effect to any reductions, terminations or
amendments after the date hereof except such reductions or termination permitted
by Section 5.25.
"Consolidated Adjusted Net Worth" shall mean, at any date, the
consolidated shareholders equity of the Company and its Subsidiaries as
determined in accordance with GAAP.
"Material Adverse Effect" means (a) a material adverse change in, or
material adverse effect upon, the operations, business, Property, condition
(financial or otherwise) of the Company and its Subsidiaries taken as a whole,
(b) a material impairment of the ability of the Company or any Subsidiary to
perform its obligations under any Financing Agreement, or (c) a material adverse
effect upon the legality, validity, binding effect or enforceability against the
Company or any Subsidiary of any Financing Agreement or the rights and remedies
of the holders thereunder.
Section 2.7. Additions to Section 8.1. Section 8.1 of the Existing Note
Agreements shall be and is hereby amended by adding the following definitions
thereto in alphabetical order:
"Bank" shall mean Fifth Third Bank, an Ohio banking
corporation, or any successor or assign under the Bank Facility.
"Commitment" shall have the meaning set forth in the Bank
Facility.
"Obligations" shall have the meaning set forth in the Bank
Facility.
"Permitted Investment" shall mean any investment permitted
pursuant to subparts (k) or (l) of the definition of "Restricted
Investment".
-4-
Cleveland-Cliffs Inc. Second Amendment Agreement
"Property" means any interest in any kind of property or
asset, whether real, personal or mixed, or tangible or intangible.
SECTION 3. CONDITIONS PRECEDENT.
Section 3.1. This Second Amendment Agreement shall not become effective
until, and shall become effective on, the Business Day when each of the
following conditions shall have been satisfied:
(a) Each holder shall have received this Second Amendment
Agreement, duly executed by the Company.
(b) The Required Holders shall have consented to this Second
Amendment Agreement as evidenced by their execution thereof.
(c) Each holder shall have received the Bank Facility, duly
executed by all parties thereto. All closing conditions under the Bank
Facility shall have been satisfied and all representations and
warranties set forth in Section 5 of the Bank Facility shall be true
and correct as of the effective date of this Second Amendment
Agreement.
(d) Each holder shall have received a fully executed copy of
the Intercreditor Agreement.
(e) The representations and warranties of the Company set
forth in Section 4 hereof shall be true and correct in all material
respects as of the date of the execution and delivery of this Second
Amendment Agreement.
(f) Any consents or approvals from any holder or holders of
any outstanding security of the Company or any Subsidiary and any
amendments of agreements pursuant to which any securities may have been
issued which shall be necessary to permit the consummation of the
transactions contemplated hereby shall have been obtained and all such
consents or amendments shall be reasonably satisfactory in form and
substance to the holders and their special counsel.
(g) Each holder shall have received such certificates of a
secretarial officer of the Company as it may reasonably request with
respect to this Second Amendment Agreement and the transactions
contemplated hereby.
(h) Each holder shall have received the opinion of counsel
for the Company covering the matters set forth in Exhibit B hereto and
such other matters incident to the transactions contemplated hereby as
the holders may reasonably request.
(i) The Company shall have paid the fees and disbursements of
the holders' special counsel, Chapman and Cutler, incurred in
connection with the negotiation, preparation, execution and delivery of
this Second Amendment Agreement and the transactions contemplated
hereby which fees and disbursements are reflected in the
-5-
Cleveland-Cliffs Inc. Second Amendment Agreement
statement of such special counsel delivered to the Company at the time
of the execution and delivery of this Second Amendment Agreement. Upon
receipt of any supplemental statement after the execution of this
Second Amendment Agreement, the Company will pay such additional fees
and disbursements of the holders' special counsel which were not
reflected in its accounting records as of the time of the delivery of
the initial statement of fees and disbursements.
(j) All corporate and other proceedings in connection with
the transactions contemplated by this Second Amendment Agreement and
all documents and instruments incident to such transactions shall be
satisfactory to you and your special counsel, and you and your special
counsel shall have received all such counterpart originals or certified
or other copies of such documents as you or they may reasonably
request.
SECTION 4. REPRESENTATIONS AND WARRANTIES.
The Company hereby represents and warrants that as of the date hereof
and as of the date of execution and delivery of this Second Amendment Agreement:
(a) Each Obligor is duly incorporated, validly existing and
in good standing under the laws of its state of incorporation.
(b) Each Obligor has the corporate power to own its property
and to carry on its business as now being conducted.
(c) Each Obligor is duly qualified and in good standing as a
foreign corporation authorized to do business in each jurisdiction in
which the failure to do so would, individually or in the aggregate,
have a material adverse effect on the business, condition (financial or
other), assets, operations, properties or prospects of such Obligor.
(d) This Second Amendment Agreement and all other Financing
Agreements and the transactions contemplated hereby are within the
corporate powers of each Obligor, have been duly authorized by all
necessary corporate action on the part of each Obligor and this Second
Amendment Agreement and all other Financing Agreements have been duly
executed and delivered by each Obligor and constitute legal, valid and
binding obligations of each Obligor enforceable in accordance with
their respective terms.
(e) The Company represents and warrants that immediately
prior to and after giving effect to this Second Amendment Agreement and
Bank Facility there are no Defaults or Events of Default under the Note
Agreements.
(f) The execution, delivery and performance of this Second
Amendment Agreement and all other Financing Agreements by each Obligor
does not and will not result in a violation of or default under (A) the
articles of incorporation or bylaws of such Obligor, (B) any material
agreement to which such Obligor is a party or by which it is bound or
to which such Obligor or any of its properties is subject, (C) any
material order,
-6-
Cleveland-Cliffs Inc. Second Amendment Agreement
writ, injunction or decree binding on such Obligor, or (D) any material
statute, regulation, rule or other law applicable to such Obligor.
(g) No authorization, consent, approval, exemption or action
by or notice to or filing with any court or administrative or
governmental body (other than periodic filings with regulatory
authorities, none of which are required to be filed as of the effective
date of this Second Amendment Agreement) is required in connection with
the execution and delivery of this Second Amendment Agreement or any
other Financing Agreements or the consummation of the transactions
contemplated thereby.
SECTION 5. MISCELLANEOUS.
Section 5.1. Except as amended herein, all terms and provisions of the
Existing Note Agreements and related agreements and instruments are hereby
ratified, confirmed and approved in all respects.
Section 5.2. Any and all notices, requests, certificates and other
instruments, including the Notes, may refer to any of the Financing Agreements
without making specific reference to this Second Amendment Agreement, but
nevertheless all such references shall be deemed to include this Second
Amendment Agreement unless the context shall otherwise require. Your acceptance
hereof will also constitute your agreement that prior to any sale, assignment,
transfer, pledge or other disposition by you of any Notes, you shall either (i)
impose on the Notes so to be disposed of an appropriate endorsement referring to
this Second Amendment Agreement as binding on the parties hereto and upon any
and all future holders of such Notes or (ii) at your option at any time,
surrender such Notes for new Notes of the same form and tenor as the Notes so
surrendered but revised to contain express textual reference to this Second
Amendment Agreement. All expenses for the preparation of such new Notes and the
exchange for such new Notes are to be borne by the Company.
Section 5.3. This Second Amendment Agreement and all covenants herein
contained shall be binding upon and inure to the benefit of the respective
successors and assigns of the parties hereunder. All covenants made by the
Company herein shall survive the closing and the delivery of this Second
Amendment Agreement.
Section 5.4. This Second Amendment Agreement shall be governed by and
construed in accordance with Illinois law.
Section 5.5. The capitalized terms used in this Second Amendment
Agreement shall have the respective meanings specified in the Note Agreements
unless otherwise herein defined, or the context hereof shall otherwise require.
-7-
Cleveland-Cliffs Inc. Second Amendment Agreement
The execution hereof by the holders shall constitute a contract among
the Company and the holders for the uses and purposes hereinabove set forth.
This Second Amendment Agreement may be executed in any number of counterparts,
each executed counterpart constituting an original but all together only one
agreement.
CLEVELAND-CLIFFS INC.
By /s/ Robert Emmet
Its Treasurer
-8-
Cleveland-Cliffs Inc. Second Amendment Agreement
Acknowledged and agreed to as of March 17, 2003.
"GUARANTORS"
CLEVELAND-CLIFFS ORE CORPORATION
THE CLEVELAND-CLIFFS IRON COMPANY
NORTHSHORE SALES COMPANY
WABUSH IRON CO. LIMITED
CLIFFS OIL SHALE CORP.
CLIFFS ERIE L.L.C.
CLIFFS MINING COMPANY
CLIFFS MINING SERVICES COMPANY
CLIFFS REDUCED IRON CORPORATION
CLIFFS REDUCED IRON MANAGEMENT COMPANY
IRONUNITS LLC
NORTHSHORE MINING COMPANY
SEIGNELAY RESOURCES, INC.
SILVER BAY POWER COMPANY
THE CLEVELAND-CLIFFS STEAMSHIP COMPANY
CLIFFS BIWABIK ORE CORPORATION
PICKANDS HIBBING CORPORATION
SYRACUSE MINING COMPANY
CLIFFS EMPIRE, INC.
CLIFFS IH EMPIRE, INC.
CLIFFS MARQUETTE, INC.
CLIFFS MC EMPIRE, INC.
CLIFFS TIOP, INC.
EMPIRE-CLIFFS PARTNERSHIP (assumed name for
Cliffs Empire, Inc. and Cliffs MC Empire,
Inc.)
MARQUETTE IRON MINING PARTNERSHIP (assumed
name for Cliffs Marquette, Inc.)
WHEELING-PITTSBURGH/CLIFFS PARTNERSHIP
(assumed name for Cliffs Empire, Inc.,
Cliffs IH Empire, Inc. and
Wheeling-Empire Company)
CLIFFS SNYFUEL CORP.
By: /s/ Robert Emmet
Name: Robert Emmet
Title: Treasurer
-9-
Cleveland-Cliffs Inc. Second Amendment Agreement
LAKE SUPERIOR & ISHPEMING RAILROAD COMPANY
and
LASCO DEVELOPMENT CORPORATION
By: /s/ Robert Emmet
Name: Robert Emmet
Title: Assistant Treasurer
REPUBLIC WETLANDS PRESERVE LLC
By Marquette Iron Mining Partnership,
its sole member
By: The Cleveland-Cliffs Iron Company,
its manager
By /s/ Robert Emmet
Name: Robert Emmet
Title Treasurer
-10-
Cleveland-Cliffs Inc. Second Amendment Agreement
This foregoing Second Amendment Agreement is hereby accepted and agreed
to as of the date aforesaid. The execution by each holder listed below shall
constitute its respective several and not joint confirmation that it is the
owner and holder of the Notes set opposite its name on Schedule I hereto and
that it has not sold or otherwise transferred any of the Notes originally
purchased by it pursuant to the Note Agreements.
J. ROMEO & CO.
By /s/ R. Duffy
Name: R. Duffy
Title: A Partner
-11-
Cleveland-Cliffs Inc. Second Amendment Agreement
This foregoing Second Amendment Agreement is hereby accepted and agreed
to as of the date aforesaid. The execution by each holder listed below shall
constitute its respective several and not joint confirmation that it is the
owner and holder of the Notes set opposite its name on Schedule I hereto and
that it has not sold or otherwise transferred any of the Notes originally
purchased by it pursuant to the Note Agreements.
THE VARIABLE ANNUITY LIFE INSURANCE COMPANY
By: AIG Global Investment Corp.,
investment adviser
By /s/ Sarah Helmich
Name: Sarah Helmich
Title: Vice President
-12-
Cleveland-Cliffs Inc. Second Amendment Agreement
This foregoing Second Amendment Agreement is hereby accepted and agreed
to as of the date aforesaid. The execution by each holder listed below shall
constitute its respective several and not joint confirmation that it is the
owner and holder of the Notes set opposite its name on Schedule I hereto and
that it has not sold or otherwise transferred any of the Notes originally
purchased by it pursuant to the Note Agreements.
RELIASTAR LIFE INSURANCE COMPANY
F.K.A. NORTHERN LIFE INSURANCE COMPANY
By: ING Investment Management LLC, as Agent
By: /s/ James V. Wittich
Name: James V. Wittich
Title: Senior Vice President
-13-
Cleveland-Cliffs Inc. Second Amendment Agreement
This foregoing Second Amendment Agreement is hereby accepted and agreed
to as of the date aforesaid. The execution by each holder listed below shall
constitute its respective several and not joint confirmation that it is the
owner and holder of the Notes set opposite its name on Schedule I hereto and
that it has not sold or otherwise transferred any of the Notes originally
purchased by it pursuant to the Note Agreements.
FIRST ALLMERICA FINANCIAL LIFE INSURANCE
COMPANY
By /s/ Scott C. Hyney
Name: Scott C. Hyney
Title: Assistant Vice President
ALLMERICA FINANCIAL LIFE INSURANCE AND
ANNUITY COMPANY
By /s/ Scott C. Hyney
Name: Scott C. Hyney
Title: Assistant Vice President
-14-
Cleveland-Cliffs Inc. Second Amendment Agreement
This foregoing Second Amendment Agreement is hereby accepted and agreed
to as of the date aforesaid. The execution by each holder listed below shall
constitute its respective several and not joint confirmation that it is the
owner and holder of the Notes set opposite its name on Schedule I hereto and
that it has not sold or otherwise transferred any of the Notes originally
purchased by it pursuant to the Note Agreements.
SUN LIFE ASSURANCE COMPANY OF CANADA
By /s/ John N. Whelihan
Name: John N. Whelihan
Title: Vice President, U.S. Private
Placements - For President
By /s/ Richard Gordon
Name: Richard Gordon
Title: Vice President, U.S. Public Bonds
- For Secretary
SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
By /s/ John N. Whelihan
Name: John N. Whelihan
Title: Vice President, U.S. Private
Placements - For President
By /s/ Richard Gordon
Name: Richard Gordon
Title: Vice President, U.S. Public Bonds
- For Secretary
CLARICA LIFE INSURANCE COMPANY
(U.S. BRANCH)
By /s/ John N. Whelihan
Name: John N. Whelihan
Title: Vice President, U.S. Private
Placements - For President
By /s/ Richard Gordon
Name: Richard Gordon
Title: Vice President, U.S. Public Bonds
- For Secretary
-15-
Cleveland-Cliffs Inc. Second Amendment Agreement
This foregoing Second Amendment Agreement is hereby accepted and agreed
to as of the date aforesaid. The execution by each holder listed below shall
constitute its respective several and not joint confirmation that it is the
owner and holder of the Notes set opposite its name on Schedule I hereto and
that it has not sold or otherwise transferred any of the Notes originally
purchased by it pursuant to the Note Agreements.
THE GREAT SOUTHERN LIFE INSURANCE CO.
By /s/ Greg Hamilton
Name: Greg Hamilton
Title: Greg Hamilton
-16-
Cleveland-Cliffs Inc. Second Amendment Agreement
This foregoing Second Amendment Agreement is hereby accepted and agreed
to as of the date aforesaid. The execution by each holder listed below shall
constitute its respective several and not joint confirmation that it is the
owner and holder of the Notes set opposite its name on Schedule I hereto and
that it has not sold or otherwise transferred any of the Notes originally
purchased by it pursuant to the Note Agreements.
THE UNION CENTRAL LIFE INSURANCE COMPANY
By /s/ Gary R. Rodmaker
Name: Gary R. Rodmaker
Title: Second Vice President
-17-
Cleveland-Cliffs Inc. Second Amendment Agreement
This foregoing Second Amendment Agreement is hereby accepted and agreed
to as of the date aforesaid. The execution by each holder listed below shall
constitute its respective several and not joint confirmation that it is the
owner and holder of the Notes set opposite its name on Schedule I hereto and
that it has not sold or otherwise transferred any of the Notes originally
purchased by it pursuant to the Note Agreements.
PAN-AMERICAN LIFE INSURANCE COMPANY
By /s/ Rodolfo J. Revuelta
Name: Rodolfo J. Revuelta
Title: Vice-President, Securities
-18-
Cleveland-Cliffs Inc. Second Amendment Agreement
This foregoing Second Amendment Agreement is hereby accepted and agreed
to as of the date aforesaid. The execution by each holder listed below shall
constitute its respective several and not joint confirmation that it is the
owner and holder of the Notes set opposite its name on Schedule I hereto and
that it has not sold or otherwise transferred any of the Notes originally
purchased by it pursuant to the Note Agreements.
STANDARD INSURANCE COMPANY
By /s/ Julie Grandstaff
Name: Julie Grandstaff
Title: Assistant Vice-President
-19-
Cleveland-Cliffs Inc. Second Amendment Agreement
This foregoing Second Amendment Agreement is hereby accepted and agreed
to as of the date aforesaid. The execution by each holder listed below shall
constitute its respective several and not joint confirmation that it is the
owner and holder of the Notes set opposite its name on Schedule I hereto and
that it has not sold or otherwise transferred any of the Notes originally
purchased by it pursuant to the Note Agreements.
WOODMEN ACCIDENT AND LIFE COMPANY
By /s/ Victor Weber
Name: Victor Weber
Title: Director, Securities Investments,
Chief Investment Officer &
Asst. Treasurer
-20-
OUTSTANDING PRINCIPAL AMOUNT
AND SERIES OF NOTES
NAME OF HOLDER HELD AS OF MARCH 14, 2003
J. ROMEO & CO. $7,857,143
J. ROMEO & CO. $3,142,857
J. ROMEO & CO. $785,714
THE VARIABLE ANNUITY LIFE INSURANCE COMPANY $7,857,143
RELIASTAR LIFE INSURANCE COMPANY $7,464,286
FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY $3,535,715
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY $3,928,572
$2,357,143
$785,715
SUN LIFE ASSURANCE COMPANY OF CANADA $785,714
SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.) $785,714
CLARICA LIFE INSURANCE COMPANY (U.S. BRANCH) $785,715
PEBBLE CHART & CO. (as nominee for Great Southern Life Insurance
Company) $3,928,571
HARE & CO. (as nominee for The Union Central Life Insurance
Company) $3,535,714
PAN-AMERICAN LIFE INSURANCE COMPANY $3,535,714
HARE & CO (as nominee for Standard Insurance Company) $1,964,285
WOODMEN ACCIDENT AND LIFE COMPANY $1,964,285
SCHEDULE I
(to Second Amendment Agreement)