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EXHIBIT 4.8
AMENDMENT NO. 2 TO LOAN AGREEMENT
AMENDMENT NO. 2, dated as of December 20, 1996, among GS TECHNOLOGIES
OPERATING CO., INC., a Delaware corporation ("GSTOC"), and its direct and
indirect Subsidiaries, CI (U.S.) CORP. (formerly Control International, Inc.), a
Utah corporation ("CII"), MINERAL REAGENTS INTERNATIONAL INC., a Delaware
corporation ("MRII"), GEORGETOWN INDUSTRIES, INC., a Delaware corporation
("GII"), GEORGETOWN INVESTMENT CORPORATION, a Delaware corporation ("GIC"),
GEORGETOWN STEEL CORPORATION, a Delaware corporation ("GSC"), FLORIDA WIRE AND
CABLE, INC., a Delaware corporation ("FWCC"), GEORGETOWN FINANCE CORPORATION, a
Delaware corporation ("GFC"), GEORGETOWN WIRE COMPANY, INC., a Delaware
corporation ("GWC"), and K-LATH CORPORATION, INC., a California corporation
("K-Lath")) (GSTOC, CII, MRII, GII, GIC, GSC, FWCC, GFC, GWC and K-Lath,
individually a "Borrower", and collectively "Borrowers"), the Lenders (as
defined herein), MELLON BANK, N.A., a national banking association ("Mellon") as
documentation agent for the Lenders (Mellon, in such capacity, being
"Documentation Agent"), and GENERAL ELECTRIC CAPITAL CORPORATION, a New York
corporation ("GE Capital"), as agent for the Lenders (GE Capital, in such
capacity, being "Agent").
Borrowers, Agent, Documentation Agent and Lenders are parties to a Loan
Agreement, dated as of October 5, 1995, as amended by Amendment No. 1 to Loan
Agreement dated July 8, 1996 (the "Loan Agreement"). Borrowers, Agent,
Documentation Agent and the Lenders desire to amend the Loan Agreement in
certain respects, and, accordingly, Borrowers, Agent, Documentation Agent and
Lenders agree as follows:
1. DEFINITIONS. Except as otherwise provided herein, the terms defined
in the Loan Agreement are used herein as defined therein.
2. AMENDMENT. Effective as of the date hereof, Sections 2.3(a) and (c)
of the Loan Agreement are restated as follows:
(a) Upon and subject to the terms and conditions hereof, the
L/C Issuer agrees to issue Letters of Credit, and each Revolving Credit
Lender agrees for itself only to incur Letter of Credit Undertakings,
from time to time from the Closing Date to but excluding the Revolving
Credit Loan Commitment Termination Date; provided, that the maximum
aggregate stated or face amount of Letters of Credit issued and
outstanding at any time plus the aggregate principal amount of
unreimbursed drawings on Letters of Credit at such time shall not
exceed $40,000,000. No Letter of Credit shall have a stated expiry date
earlier than 30 days after the date of its issuance, and no Letter of
Credit shall have a stated expiry date or, if by its terms it is
periodically renewable, be subject to being terminated by the L/C
Issuer (unless renewal is permitted by the L/C Issuer in its sole
discretion, in which case the L/C Issuer will not permit renewal to a
date beyond that determined in accordance with the following portion of
this sentence) later than the earlier of the following: (A) (i) the one
year anniversary of its issuance in the case of
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Letters of Credit with an "evergreen" provision for the account of
GSTOC in the aggregate amount of $22,500,000 or less for the benefit of
American Iron Reduction, L.L.C. ("AIR") or its assignees, which support
GSTOC's equity contribution obligation to AIR (collectively the "AIR
Letters of Credit"), or August 30, 1998 in the case of AIR Letters of
Credit without an "evergreen" provision, (ii) the one year anniversary
of its issuance (or, if renewable and renewal has been permitted, the
one year anniversary of its last renewal) in case of any standby Letter
of Credit, or (iii) the date 90 days after its issuance in the case of
any commercial Letter of Credit, and (B) in any case, August 31, 2001.
Each Letter of Credit shall be in a minimum amount of $50,000. Subject
to the terms and conditions set forth in this Agreement, upon GSTOC's
request that any Letter of Credit be issued, provided that at the time
of the requested issuance the amount of such Letter of Credit does not
exceed Revolving Credit Availability of the Borrower for whose account
such Letter of Credit is requested, the L/C Issuer shall issue the
requested Letter of Credit and, upon the issuance thereof, each
Revolving Credit Lender shall incur Letter of Credit Undertakings with
respect thereto ratably in accordance with its Revolving Credit
Percentage. Notwithstanding anything herein to the contrary, the L/C
Issuer may decline to issue any Letter of Credit if the beneficiary or
the conditions of drawing are reasonably unacceptable to the L/C Issuer
or if the purpose of issuance is illegal or is in contravention of any
law, rule, regulation or public policy or any judgment, decree, writ,
injunction, order or award of any arbitrator, court or governmental
authority; provided, the L/C Issuer shall not decline to issue the AIR
Letters of Credit. Such AIR Letters of Credit shall be in the form as
shown in Exhibit N attached hereto (formerly, in Amendment No. 1 to
this Agreement dated July 8, 1996, designated as Exhibit "A"), if with
an expiry date of August 30, 1997, or in the form as shown in Exhibit N
hereto but without the "evergreen" provision, if with an expiry date of
August 30, 1998. Notwithstanding the foregoing, the issuance of any and
all Letters of Credit shall continue to be subject to the terms and
conditions of this Agreement, including the provisions of Section 3.12
hereof.
(c) Borrowers agree (i) to pay to Agent, for the ratable
benefit of the Revolving Credit Lenders, a fee computed at the per
annum rate equal to the then Applicable Revolving Credit Loan Margin
percentage with respect to LIBOR Borrowings, of the maximum amount
available to be drawn from time to time under each standby Letter of
Credit for the period from and including the date of issuance of such
standby Letter of Credit to and including the stated expiry date of
such standby Letter of Credit, which fees shall be calculated on the
basis of a 360-day year and paid quarterly in arrears; provided,
however, that with respect to the AIR Letters of Credit, such fee shall
be at the annual rate of 1 3/4% of the maximum amount available to be
drawn from time to time under the AIR Letters of Credit for the period
from and including the date of issuance of the AIR Letters of Credit to
and including the stated expiry date of the AIR Letters of Credit,
calculated on the basis of a 360-day year and paid quarterly in
arrears, (ii) to pay to Agent, for the ratable benefit of the Revolving
Credit Lenders, a fee of 1/2% of the face amount of each commercial
Letter of Credit, which fee shall be paid at each time any commercial
Letter of Credit is drawn upon or expires, (iii) to pay an additional
fee to the L/C Issuer for its own account computed at the rate of 1/4%
per annum of the maximum amount available to be drawn from time
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to time under each standby Letter of Credit for the period from and
including the date of issuance of such standby Letter of Credit to and
including the stated expiry date of such standby Letter of Credit,
which fee shall be calculated on the basis of a 360-day year and paid
quarterly in arrears, and (iv) to pay the L/C Issuer for its own
account a fee of 1/16% of the face amount of each commercial Letter of
Credit, which fee shall be paid at each time any commercial Letter of
Credit is drawn upon or expires. All such fees are nonrefundable and
Borrowers shall not be entitled to any rebate of any portion thereof if
such Letter of Credit does not remain outstanding through such period
or for any other reason. Borrowers further agree to pay to the L/C
Issuer, on demand and for its own account, such other administrative
fees, charges and expenses of the L/C Issuer in respect of the
issuance, negotiation, acceptance, amendment, transfer and payment of
such Letter of Credit or otherwise payable pursuant to the application
and related documentation under which such Letter of Credit is issued.
3. CONFIRMATION OF REPRESENTATIONS AND WARRANTIES. Borrowers hereby
confirm that the representations and warranties of Borrowers contained in the
Loan Documents were correct in all material respects as to Borrowers and their
Subsidiaries taken as a whole on and as of October 5, 1995, and that such
representations and warranties are correct as to Borrowers and their
Subsidiaries taken as a whole on the date hereof, except (i) to the extent that
any such representation or warranty expressly relates to an earlier date, and
(ii) for changes resulting from transactions contemplated or permitted by the
Loan Documents and changes occurring in the ordinary course of business that in
the aggregate are not materially adverse.
4. NO DEFAULT. Borrowers represent and warrant that no Default or Event
of Default exists as of the date hereof.
5. MISCELLANEOUS. The Loan Agreement is, and shall be, in full force
and effect and is hereby ratified and confirmed in all respects except that on
and after the date of this Amendment No. 2 (i) all references in the Loan
Agreement to "this Agreement", "hereto", "hereof", "hereunder" or words of like
import referring to the Loan Agreement shall mean the Loan Agreement as amended
by this Amendment No. 2, and (ii) all references in the other Loan Documents to
the "Loan Agreement", "thereto", "thereof", "thereunder" or words of like import
referring to the Loan Agreement shall mean the Loan Agreement as amended by this
Amendment No. 2. The execution, delivery and effectiveness of this Amendment No.
2 shall not, except as expressly provided herein, operate as a waiver of any
right, power or remedy of the Agent or any Lender under the Loan Agreement or
any other Loan Document, nor constitute a waiver of any provision of the Loan
Agreement or any other Loan Document. This Amendment No. 2 and the obligations
arising hereunder shall be governed by, and construed and enforced in accordance
with, the laws of the State of Illinois applicable to contracts made and
performed in such state, without regard to the principles thereof regarding
conflict of laws, and any applicable laws of the United States of America.
6. COUNTERPARTS. This Amendment No. 2 may be executed in any number of
separate counterparts, each of which shall, collectively and separately,
constitute one agreement.
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IN WITNESS WHEREOF, this Amendment No. 2 has been duly executed as of
the date first written above.
GS TECHNOLOGIES OPERATING CI (U.S.) CORP. (FORMERLY
CO., INC., as Borrower CONTROL INTERNATIONAL, INC.),
as Borrower
By: By:
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Name: Xxxx X. Xxxx Name: Xxxx X. Xxxx
Title: Senior Vice-President Title: Vice-President
MINERAL REAGENTS GEORGETOWN INDUSTRIES, INC.,
INTERNATIONAL INC., as Borrower as Borrower
By: By:
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Name: Xxxx X. Xxxx Name: Xxxx X. Xxxx
Title: Vice-President Title: Vice-President
GEORGETOWN INVESTMENT GEORGETOWN STEEL CORPORATION,
CORPORATION, as Borrower as Borrower
By: By:
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Name: Xxxx X. Xxxx Name: Xxxx X. Xxxx
Title: Vice-President Title: Vice-President
FLORIDA WIRE AND CABLE, INC., GEORGETOWN FINANCE
as Borrower CORPORATION, as Borrower
By: By:
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Name: Xxxx X. Xxxx Name: Xxxx X. Xxxx
Title: Vice-President Title: Vice-President
GEORGETOWN WIRE COMPANY, K-LATH CORPORATION, INC.,
INC., as Borrower as Borrower
By: By:
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Name: Xxxx X. Xxxx Name: Xxxx X. Xxxx
Title: Vice-President Title: Vice-President
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GENERAL ELECTRIC CAPITAL MELLON BANK, N.A.,
CORPORATION, as Agent and Lender as Documentation Agent and Lender
By: By:
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Name: Name:
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Title: Title:
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NATIONSBANK, N.A., as Lender PILGRIM PRIME RATE TRUST,
as Lender
By: By:
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Name: Name:
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Title: Title:
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NBD BANK, as Lender PNC BANK, NATIONAL ASSOCIATION,
as Lender
By: By:
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Name: Name:
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Title: Title:
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LASALLE NATIONAL BANK, XXXXXX TRUST AND SAVINGS BANK,
as Lender as Lender
By: By:
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Name: Name:
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Title: Title:
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SCOA PLANT FINANCING COMPANY,
as Lender
By:
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Name:
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Title:
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