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SECOND AMENDMENT TO AMENDED
AND RESTATED REVOLVING CREDIT AGREEMENT
Second Amendment to Amended and Restated Revolving Credit Agreement
(this "Amendment"), dated as of October 31, 1995, in respect of and to that
certain Amended and Restated Revolving Credit Agreement, dated as of November 4,
1994 (as amended by this Amendment and as the same shall have been heretofore or
shall be hereafter amended, modified or supplemented, the "Credit Agreement",
and the terms defined therein and not otherwise defined herein being used herein
as therein defined), among Geneva Steel Company, a Utah corporation (the
"Borrower"), the lenders party thereto (the "Lenders"), Citibank, N.A., as
Issuer (the "Issuer") and Citicorp USA, Inc., as Agent for the Lenders (the
"Agent").
W I T N E S S E T H :
WHEREAS, the Borrower has requested that the Credit Agreement be
amended in certain respects; and
WHEREAS, the Lenders, the Issuer and the Agent are willing to amend the
Credit Agreement but only on the terms and subject to the conditions set forth
herein;
NOW THEREFORE, in consideration of the premises and the mutual
covenants hereinafter contained, the parties hereto agree as follows:
SECTION 1. Amendments to Credit Agreement. Subject to and upon the
satisfaction of the conditions set forth in Section 2 hereof, the Credit
Agreement is hereby amended as follows:
(a) Section 5.3 of the Credit Agreement is hereby amended by deleting
the Maximum Amount of Cumulative Capital Expenditures set forth therein for the
periods ending October 31, 1995, November 30, 1995, December 31, 1995, January
31, 1996 and February 29, 1996 and substituting in lieu thereof $75,000,000,
$75,000,000, $75,000,000, $82,000,000 and $82,000,000, respectively.
(b) Section 5.4 of the Credit Agreement is hereby amended by deleting
the Minimum Cash Flow amounts set forth therein for the periods ending October
31, 1995, November 30, 1995, December 31, 1995, January 31, 1996 and February
29, 1996 and substituting in lieu thereof $45,000,000, $47,500,000, $50,000,000,
$50,000,000 and $55,000,000, respectively.
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SECTION 2. Conditions Precedent.
2.1. This Amendment shall become effective (the "Effective Date") if
and when, and only when, the Agent shall have received counterparts of this
Amendment executed by the Borrower, the Agent, the Issuer and the Majority
Lenders, and the Agent shall have additionally received all of the following
documents, each document (unless otherwise indicated) being dated as of the date
hereof, in form and substance satisfactory to the Agent and in sufficient
original copies for each Lender:
(a) Certified copies of the resolutions of the Board of Directors of
the Borrower, evidencing authorization of the Borrower to enter into this
Amendment and the documents, transactions and matters contemplated hereby;
(b) A certificate of the Secretary or an Assistant Secretary of the
Borrower, certifying the names and true signatures of the officers of the
Borrower authorized to execute and deliver this Amendment on behalf of the
Borrower; and
(c) A certificate, signed by a Responsible Officer of the Borrower,
stating that the conditions specified in Section 2.2 hereof have been satisfied.
2.2. The effectiveness of this Amendment is subject to the further
conditions precedent that:
(a) The execution and delivery by the Borrower of this Amendment are
not enjoined, temporarily, preliminarily or permanently;
(b) All costs and accrued and unpaid fees and expenses owing by the
Borrower to the Agent or the Lenders, to the extent due and payable on or prior
to the Effective Date, shall have been paid; and
(c) The following statements shall be true and correct on the
Effective Date:
(i) The representations and warranties of the Borrower in
each Loan Document (after giving effect to this
Amendment) and in this Amendment are correct and
accurate on and as of the Effective Date, as though
made on and as of the Effective Date; and
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(ii) After giving effect to this Amendment, no Default or
Event of Default shall have occurred and be
continuing.
SECTION 3. Representations and Warranties. In order to induce the
Lenders, the Issuer and the Agent to enter into this Amendment, the Borrower
represents and warrants to the Lenders, the Issuer and the Agent as follows:
3.1. The execution, delivery and performance by the Borrower of this
Amendment and each other document and instrument to be delivered hereunder:
(a) are within the Borrower's corporate powers;
(b) have been duly authorized by all necessary corporate action,
including, without limitation, the consent of shareholders where required;
(c) do not and will not (i) contravene its Articles of Incorporation,
by-laws or other comparable governing documents, (ii) violate any Requirement of
Law (including, without limitation, Regulations G, T, U and X of the Board of
Governors of the Federal Reserve System), or any order or decree of any court or
Governmental Authority, (iii) conflict with or result in the breach of, or
constitute a default under, or result in or permit the termination or
acceleration of, any Contractual Obligation of the Borrower, or (iv) result in
the creation or imposition of any Lien upon any of the property of the Borrower;
and
(d) do not require the consent, authorization by, or approval of, or
notice to, or filing or registration with, any Governmental Authority or any
other Person, other than those which have been obtained and copies of which have
been delivered to the Agent, each of which is in full force and effect.
3.2. This Amendment has been duly executed and delivered by the
Borrower.
3.3. This Amendment is the legal, valid and binding obligation of the
Borrower, enforceable against the Borrower in accordance with its terms.
SECTION 4. Miscellaneous.
4.1. This Amendment and the rights of the parties hereto shall be
governed by, and construed in accordance with, the law of the State of New
York. Wherever possible, each provision of this Amendment shall be interpreted
in such a manner as
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to be effective and valid under applicable law, but if any provision of this
Amendment shall be prohibited by or invalid under applicable law, such provision
shall be ineffective to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining provisions of this
Amendment.
4.2. Any legal action or proceeding with respect to this Amendment or
any document related hereto may be brought in the courts of the State of New
York or of the United States of America for the Southern District of New York,
and, by execution and delivery of this Amendment, the Borrower hereby accepts,
and submits to, for itself and in respect of its property, generally and
unconditionally, the jurisdiction of the aforesaid courts. The parties hereto
hereby irrevocably waive any objection, including, without limitation, any
objection to the laying of venue or based on the grounds of forum non
conveniens, which any of them may now or hereafter have to the bringing of any
such action or proceeding in such respective jurisdictions. The Borrower agrees
that a final judgment in any such action or proceeding shall be conclusive and
may be enforced in other jurisdictions by suit on the judgment or in any other
manner provided by law.
4.3. Nothing contained in this Section 4 shall affect the right of the
Agent, the Issuer, any Lender or any holder of a Note to serve process in any
manner permitted by law or commence legal proceedings or otherwise proceed
against the Borrower in any other jurisdiction.
4.4. Each of the parties hereto waives any right it may have to trial
by jury in respect of any litigation based on, or arising out of, under or in
connection with this Amendment, or any course of conduct, course of dealing,
verbal or written statement or action of any party hereto.
4.5. The Section titles contained in this Amendment are and shall be
without substantive meaning or content of any kind whatsoever and are not a part
of the agreement between the parties hereto.
4.6. This Amendment may be executed in any number of counterparts and
by different 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.
4.7. Except as expressly amended by this Amendment, the Credit
Agreement shall remain in full force and effect and is hereby ratified and
confirmed.
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IN WITNESS WHEREOF, each of the parties hereto has caused this
Amendment to be executed by an officer thereunto duly authorized, as of the date
first above written.
GENEVA STEEL COMPANY
By: /s/ Xxxxxx X. Xxxxxxx
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Name: Xxxxxx X. Xxxxxxx
Title: Vice President, Treasurer
and Chief Financial Officer
CITICORP USA, INC.,
as Agent
By: /s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
Title: Attorney-in-Fact
CITICORP USA, INC.,
as Lender
By: /s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
Title: Attorney-in-Fact
CITIBANK, N.A.,
as Issuer
By: /s/ Xxxxx X. Xxxxxx
---------------------------------
Name: Xxxxx X. Xxxxxx
Title: Attorney-in-Fact
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CORESTATES BANK, N.A.,
as Lender
By: /s/ Xxxxx Xxxxxx
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Name: Xxxxx Xxxxxx
Title: Vice President
BANK ONE, UTAH, N.A.,
as Lender
By:
---------------------------------
Name:
Title: Vice President
FIRST SECURITY BANK
OF UTAH, N.A., as Lender
By: /s/ Xxxxx X. Xxxxxxxx
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Name: Xxxxx X. Xxxxxxxx
Title: Vice President
XXXXXX FINANCIAL, INC., as Lender
By: /s/ Xxxx Admison
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Name: Xxxx Admison
Title: EX. Vice President
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