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Exhibit 10.3
July 30, 1999
Mannesmann Pipe & Steel Corp.
0000 Xxxx Xxx Xxxx., Xxxxx 0000
Xxxxxxx, Xxxxx 00000
RE: Amended and Restated Sales Representation Agreement dated as of
October 30, 1998 (the "Agreement") between Geneva Steel Company
("Geneva") and Mannesmann Pipe & Steel Corporation
("Mannesmann")
Gentlemen:
Pursuant to Section 12 of the foregoing Agreement, Mannesmann has agreed
to provide full cooperation in accomplishing a transition of customers and sales
force in the event of a termination of the Agreement. This letter confirms that
such cooperation will include the following:
1. Assignment of Open Accounts. Within ninety (90) days after the date
of termination, Mannesmann shall assign to Geneva any and all receivables for
Products sold by Mannesmann and which remain uncollected on the date of
termination and Geneva will fund such receivables to Mannesmann within ninety
(90) days after having receiving notice of such assignment.
2. Administration of Open Accounts. Mannesmann, upon Geneva's request,
shall continue to administer all orders that are open on the date of
termination. To the extent not already paid, all moneys owed Geneva for
shipments against such orders shall be remitted by wire by Mannesmann to Geneva
within five (5) working days after receipt of payment from customers. The
administration of any orders which remain open after ninety (90) days from the
date of termination shall become the responsibility of Geneva, and any payments
which Mannesmann may have made for material which remains undelivered at such
time shall be refunded to Mannesmann within ninety (90) days thereafter.
In addition to the foregoing, this letter confirms that Geneva has no
objection to the insertion the following language in Mannesmann's Terms and
Conditions of Sale:
1. On the face of the Terms and Conditions:
THIS CONTRACT INCORPORATES FURTHER TERMS AND CONDITIONS ON
THE REVERSE HEREOF. THIS CONTRACT IS FOR THE SALE OF GENEVA
STEEL COMPANY ("GENEVA") PRODUCTS ONLY. BUYER AND SELLER
RECOGNIZE THAT THE FAILURE OF GENEVA TO SUPPLY PRODUCTS TO
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Mannesmann Pipe & Steel Corp.
July 30, 1999
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SELLER IS AN EVENT OF FORCE MAJEURE PURSUANT TO SECTION 8 OF THE TERMS
AND CONDITIONS SET FORTH ON THE REVERSE HEREOF. YOUR SPECIAL ATTENTION
IS ALSO DIRECTED TO XXXXXXXXX 00, XXXXXXXX DISCLAIMER, AND PARAGRAPH 11,
LIMITATION OF REMEDIES.
2. The handwritten changes to Sections 1, 3, 5 and 8 of the General
Terms and Conditions attached hereto are acceptable to Geneva.
3. The additional language outlined in Sections 12 and 15 of your fax of
June 17, 1999 are acceptable. The balance of the suggested changes to the Terms
and Conditions of Sale, including those proposed for Sections 1, 10, 11 and 17,
will not be made.
Finally, this letter confirms Mannesmann's agreement that in the event
Geneva assumes the Agreement under applicable bankruptcy procedures, the notice
of termination provided for in the last sentence of Section 10 of the Agreement
will be considered timely if given by August 31, 1999.
If the foregoing meets accurately reflects Mannesmann's understanding
and agreement, please indicate by signing and returning a copy of this letter by
facsimile. Nothing set forth in this letter is intended to or shall be deemed to
be an assumption by Geneva of the Agreement, which assumption is hereby
expressly disclaimed by Geneva.
Sincerely,
Xxx X. Xxxxxxx
AGREED TO AND ACCEPTED:
Mannesmann Pipe & Steel Corporation
By /s/ Xxx X. Xxxxxx
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Xxx X. Xxxxxx, Vice President-Finance
