1
December 13, 2000
Xxxxxx Xxxxxx
Geneva Steel Company
00 Xxxxx Xxxxxx Xxxx
Xxxxxxxx, Xxxx 00000
Re: Bridge Loan
Dear Xx. Xxxxxx:
The undersigned hereby commits to provide up to $3,500,000 (the "Maximum
Commitment Amount") in the form of a short-term bridge loan (the "Bridge Loan")
to Geneva Steel Company (the "Company") on the terms and conditions set forth in
the term sheet appended to this letter.
Our commitment to fund the Bridge Loan is subject to (i) the negotiation,
execution and delivery of satisfactory definitive financing agreements which
shall contain terms which, in our reasonable opinion, are appropriate for these
kinds of transactions, and is conditioned on the fact that no litigation,
inquiry or other action, and no injunction or other restraining order shall be
pending or threatened, with respect to the making of loans pursuant to the
Bridge Loan, (ii) the drafting and negotiation of satisfactory definitive
documents relating to the $110 million term loan agreement with Citibank USA,
Inc., as Administrative Agent and Collateral Agent, which shall contain terms
which, in our sole opinion, are appropriate for such transaction, and is
conditioned on the fact that no litigation, inquiry or other action, and no
injunction or other restraining order shall be pending or threatened, with
respect to the making of loans pursuant to such term loan, (iii) no material
adverse change in (x) the business, prospects, financial condition or results
of operation of the Company (taken as a whole), or (y) general economic,
financial or market conditions prior to closing, which closing shall occur on
or prior to December 31, 2000, (iv) the agreement of the Company to the
principal terms of the Bridge Loan set forth in the Term Sheet appended to this
letter; and (v) to the extent required by the Bankruptcy Code, Bankruptcy Court
approval of the terms of the Bridge Loan and the fees payable to us under the
term sheet appended to this letter.
The reasonable costs and expenses (including the reasonable fees and
expenses of counsel to the undersigned, and the reasonable out-of-pocket
expenses of such counsel) arising in connection with the preparation, execution
and delivery of this letter and the definitive financing agreements shall be
for your account. You further agree to indemnify and hold harmless the
undersigned and each director, officer, employee, agent and affiliate of the
undersigned (each an "indemnified person") in connection with any expenses,
losses, claims, damages or liabilities to which the
2
Geneva Steel Company
Page 2
undersigned or any such indemnified persons may become subject, insofar as such
losses, claims, damages or liabilities (or actions or other proceedings
commenced or threatened in respect thereof) arise out of or in any way relate
to the statements of the undersigned contained in this letter or relating to
the execution of the financing contemplated by this letter, or in any way
arising from any use or intended use of the proceeds of any of the loans
contemplated by this letter and to reimburse the undersigned and each
indemnified person, upon their demand, for any legal or other expenses
(including allocated costs of internal counsel) incurred in connection with
investigating, defending or participating in any such loss, claim, damage,
liability, or action or other proceeding, whether commenced or threatened
(whether or not the undersigned or any such person is a party to any action or
proceeding out of which any such expenses arise). Notwithstanding the
foregoing, you shall not be liable to any indemnified person in respect of any
such loss, claim, damage, liability, action or other proceeding or expense if
such resulted primarily from the gross negligence or willful misconduct of that
indemnified person. Your obligation to indemnify the undersigned and each
indemnified person and to pay such costs shall remain effective regardless of
whether a definitive financing agreement is executed. You shall be responsible
for consequential damages which may be alleged as a result of this letter.
This letter shall be governed by and construed in accordance with the laws
of the State of New York.
The commitment evidenced by this letter shall not be assignable, by
operation of law or otherwise. The terms of this letter may not be waived,
amended, modified or altered unless such waiver, amendment, modification or
alteration is expressly stated as such and specifically agreed to by the
parties hereto in writing.
The financing described herein shall not be available after December 31,
2000. If you are in agreement with the foregoing, please sign and return the
enclosed copy of this letter on or before the close of business on December 15,
2000.
Very truly yours,
Xxxxxx Xxxxx & Company, LLC
By: /s/ Xxxxxx Xxxxx, Xx.
__________________________
Name: Xxxxxx Xxxxx, Xx.
Title: Managing Member
Accepted:
GENEVA STEEL COMPANY
By: ___________________________________
Name: _________________________________
Title: ________________________________
Date: _________________________________
3
EXHIBIT A
PRINCIPAL AMOUNT: $3,500,000
BORROWINGS: Borrowings may only be made in the following
incremental amounts: $1 million (the "First Funding");
$1 million (the "Second Funding"); and $1.5 million
(the "Third Funding")
INTEREST RATE: LIBOR + 225 basis points, payable monthly in arrears
DEFAULT RATE: LIBOR + 725 basis points, payable monthly in arrears
MATURITY DATE: The sooner of (a) 120 days after the date of the First
Funding, or (b) the closing of the Exit Facility (as
defined in the Third Amended Plan of Reorganization)
REFINANCING
REQUIREMENT: The Bridge Loan shall be paid in full, including all
interest accrued and unpaid, from the proceeds of the
Exit Facility
COLLATERAL: None
PRIORITY: Super-priority administrative expense priority pursuant
to 11 U.S.C. section 364(c)(1)
FEES: $25,000 payable in cash on the date that the Bankruptcy
Court approves this Commitment Letter
$50,000 payable in cash on the date that satisfactory
definitive financing agreements are executed by the
Company (the "Initial Fee")
$107,142 payable in cash on the date of the First
Funding; provided that the Initial Fee shall be
credited against the $107,142 fee due on this date
$107,142 payable in cash on the date of the Second
Funding
$35,716 payable in cash on the date of the Third
Funding
ALL OTHER TERMS: To be mutually satisfactory to the Company and lender
4
