1
EXHIBIT 4.7
GS TECHNOLOGIES OPERATING CO., INC.
0000 XXXXXXXXXX XXXX
XXXXXXXXX, XXXXX XXXXXXXX 00000
The Lenders participating in the July 8, 1996
Loan Agreement referred to below
c/o General Electric Capital Corporation, as Agent
000 Xxxx Xxxxxxx Xxxxxx
Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
RE: AMENDMENT NO. 1 TO LOAN AGREEMENT
Ladies and Gentlemen:
Reference is made to the Loan Agreement dated as of October 5, 1995
(the "Loan Agreement") among GS Technologies Operating Co., Inc., a Delaware
corporation, and its direct and indirect Subsidiaries, the Lenders named
therein, Mellon Bank, N.A., a national banking association, as Documentation
Agent, and General Electric Capital Corporation, a New York corporation, as
Agent. Capitalized terms used herein and not otherwise defined herein shall have
the meanings given to them in the Loan Agreement.
This letter shall confirm our amendment to the Loan Agreement (such
amendment being hereinafter called "Amendment No. 1") as follows:
1. Section 2.3(a) of the Loan Agreement is hereby amended as follows:
(a) The first sentence of said Section 2.3(a) is hereby
amended to delete the figure "$25,000,000" where it appears therein and
to substitute in its place the figure "$40,000,000".
(b) The last sentence of said Section 2.3(a) is hereby amended
to delete the period at the end thereof and to insert in lieu thereof
the following:
; provided, however, the L/C Issuer shall not decline to issue
that certain standby Letter of Credit for the account of GSTOC
in the face amount of $22,500,000 for the benefit of American
Iron Reduction, L.L.C. ("AIR") or its assignees, which shall
support GSTOC's equity contribution obligation to AIR (the
"AIR Letter of Credit"). Such Letter of Credit shall be in the
form shown in Exhibit A attached hereto. Notwithstanding the
above, the issuance of any and all letters of credit shall
continue to be subject to the terms and conditions of the Loan
Agreement, including the provisions of Section 3.12.
2. Section 2.3(c) of the Loan Agreement is hereby amended to delete the
comma at the end of clause (i) thereof and to insert in lieu thereof the
following:
; provided, however, that with respect to the AIR Letter 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 Letter of Credit
for the period from and including the date of issuance of the AIR
Letter of Credit
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July 8, 1996
Page 2
to and including the stated expiry date of the AIR Letter of Credit,
calculated on the basis of a 360-day year and paid quarterly in
arrears,
3. The Loan Agreement is, and shall continue to 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. 1 (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. 1, 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. 1. The execution, delivery and effectiveness of this Amendment No.
1 shall not, except as expressly provided herein, operate as a waiver of any
right, power or remedy of 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.
4. This Amendment No. 1 may be executed in any number of counterparts
and by different parties hereto in separate counterparts, each of which shall be
deemed to be an original, but all of which taken together shall constitute one
and the same agreement.
Please confirm our amendment to the Loan Agreement as provided above by
signing a copy of this letter and returning it to the undersigned.
Sincerely,
GS TECHNOLOGIES OPERATING CO., INC.,
By: ________________________________
Name: Xxxx X. Xxxx
Title: Senior Vice President
CI (U.S.) CORP. (FORMERLY CONTROL INTERNATIONAL, INC.)
MINERAL REAGENTS INTERNATIONAL, INC.
GEORGETOWN INDUSTRIES, INC.,
GEORGETOWN INVESTMENT CORPORATION
GEORGETOWN STEEL CORPORATION
FLORIDA WIRE AND CABLE, INC.
GEORGETOWN FINANCE CORPORATION
GEORGETOWN WIRE COMPANY, INC.
K-LATH CORPORATION, INC.
By: _____________________________
Name: Xxxx X. Xxxx
Title: Vice President
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July 8, 1996
Page 3
Agreed to and accepted as of the date first above written.
GENERAL ELECTRIC CAPITAL MELLON BANK, N.A.
CORPORATION, as Agent and Lender as Documentation Agent and Lender
By: _______________________________ By: _________________________________
Name: ____________________ Name: ______________________
Title: ___________________ Title: _____________________
NATIONSBANK, N.A., as Lender PILGRIM PRIME RATE TRUST,
as Lender
By: _______________________________ By: _________________________________
Name: ____________________ Name: ______________________
Title: ___________________ Title: _____________________
NBD BANK, as Lender PNC BANK, NATIONAL ASSOCIATION,
as Lender
By: _______________________________ By: _________________________________
Name: ____________________ Name: ______________________
Title: ___________________ Title: _____________________
LASALLE NATIONAL BANK, XXXXXX TRUST AND SAVINGS BANK,
as Lender as Lender
By: _______________________________ By: _________________________________
Name: ____________________ Name: ______________________
Title: ___________________ Title: _____________________
SCOA PLANT FINANCING COMPANY,
as Lender
By: Sumitomo Corporation of America,
General Partner
By: ___________________________
Name: ____________________
Title: ___________________
