1
EXHIBIT 10.31
FIRST AMENDMENT
TO
AGREEMENT FOR THE SALE AND PURCHASE OF COKE
This First Amendment to Agreement for the Sale and Purchase of Coke
(this "Amendment") is entered into as of the 11th day of April, 1996, effective
as of March 1, 1996 between GENEVA STEEL COMPANY, a Utah corporation ("Buyer")
and OXBOW CARBON AND MINERALS, INC., a Delaware corporation formerly doing
business as Pacific Basin Resources ("Seller").
Recitals:
A. Buyer and Seller entered into a certain Agreement for the Sale and
Purchase of Coke dated April 29, 1994, effective as of January 1, 1994 (the
"Agreement"), wherein Seller agreed to provide certain Coke, as defined in the
Agreement, for use in Buyer's blast furnaces located at the Geneva Steel Mill
located in Vineyard, Utah.
B. The parties desire to amend the Agreement to provide for the
consignment of such Coke on a vessel-by-vessel basis prior to any purchase by
Buyer.
Agreement:
NOW, THEREFORE, in consideration of the promises and covenants set
forth herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Seller and Buyer agree to amend
the Agreement as follows:
1. Definitions. The capitalized terms used in this Amendment shall
have the same meanings ascribed to such terms in the Agreement.
2. Price. The first paragraph of Section 3 of the Agreement is
hereby deleted and the following substituted in lieu thereof:
3. Price. Subject to Sections 15 and 31 hereof, during the
Term or any extension thereof, the purchase price (the
"Purchase Price") for Coke purchased by Buyer hereunder
_______________________. As used herein, the term "inventory
cost" means the sum of (a) the ________, as hereinafter
defined, of each ton of Coke removed by Buyer from any Pile,
determined on a first Vessel in - first Vessel out basis
(without regard to which Pile from which a particular ton is
removed), plus (b) the ________ per net ton applicable to such
purchased Coke, plus (c) a ___________ (the "__________"),
which _____________ shall be calculated as follows:
Consignment Fee = ___________________
2
Where: ________________________________
________________________________
________________________________
As used herein, the term "Vessel Price" means the price, ex
ship at the Xxxxx Richmond Terminal Corporation terminals in
Richmond, California, U.S.A. (or the terminal of such other
services company in the San Francisco, California area or such
other port as may be mutually agreed upon by Buyer and Seller)
(the "Destination Port"), as such price is applicable to a
Vessel on the date on which the Coke was shipped to the
Destination Port, for each ton of Coke sold pursuant to this
Agreement. The Vessel Price for each Vessel shall be
determined in accordance with the following provisions of this
Section 3. As used herein, the term (a) "LIBOR Rate" means the
three-month London Interbank Offered Rate as of the date of
adjustment, as published on the Adjustment Date, as
hereinafter defined, in the Money Rates section of the Wall
Street Journal, and (b) "Adjustment Date" means March 1, 1997
and the first day of the month occurring each six (6) months
thereafter.
3. Vessel Price. The term "Purchase Price" as used in Sections 3.1,
3.2, 3.4, 3.6, 6.1.1, and 15 of the Agreement is hereby changed to be
"Vessel Price" in each place it occurs.
4. Vessel Price for Third Contract Year. Section 3.3. of the
Agreement is hereby deleted and the following substituted in lieu thereof:
For the third Contract Year, effective as of the first day of
such third Contract Year, the Vessel Price shall be
___________ per ton of Coke.
5. Purchase Price All Inclusive. Section 3.5 of the Agreement is
hereby deleted in its entirety and the following substituted in lieu thereof:
The Purchase Price for each Contract Year includes all costs
and expenses required for Seller to deliver the Coke to Buyer
at the Geneva Steel Mill except Buyer shall pay any
Destination Port off-loading charges as provided in Section 5
hereof, the railroad freight charges to transport Coke from
the Destination Port to the Geneva Steel Mill, and any
applicable sales and use taxes relating to each ton of Coke
purchased by Buyer hereunder. Subject to the foregoing, the
Purchase Price includes all other costs, insurance, freight,
costs of capital, fees, taxes, assessments, tariffs, excises,
special and general duties, custom brokerage charges, costs
incurred to comply with any applicable international, federal,
state and local laws and regulations
2
3
applicable to the sale of Coke at the Piles, and all other
items that are the responsibility of Seller pursuant to this
Agreement.
6. Billing and Payment. Section 4 of the Agreement is hereby deleted
in its entirety and the following substituted in lieu thereof:
4. Billing and Payment. Seller shall invoice Buyer for each
ton of Coke sold hereunder as follows:
4.1 Summary of Coke Purchases. On each business day
during the Term, commencing on the date Buyer first removes
Coke from a Pile after March 1, 1996, Buyer shall provide to
Seller a written summary (the "Summary") of the quantity of
Coke that Buyer purchased for use during the period from and
including the prior business day. Each Summary shall specify
the quantity of Coke purchased, the dates of purchase, and a
detailed calculation of the Purchase Price. As used herein,
the term "business day" means Monday through Friday excluding
federal and state holidays observed in the State of Utah.
4.2 Payment based on Summary. Concurrently with the
delivery of such Summary to Seller, Buyer shall pay to Seller
by wire transfer remittance the Purchase Price applicable to
the Coke identified in such Summary, less any penalties
applicable thereto pursuant to Section 8.3 hereof. The parties
intend the transfer of Coke and the payment therefor, as
described herein, to be a contemporary exchange for new value
given. The parties believe that the payment arrangements
established herein provide for an exchange that is
substantially contemporaneous and that the time between
transfer and payment represents the shortest commercially
practicable time for the parties to establish the quantities
of Coke transferred. The parties believe that the sale and
purchase of Coke contemplated herein, and the payments
therefor, are being made in the ordinary course of business of
the parties hereto, according to ordinary business terms.
7. Shipment. The following is added at the end of Section 5.1 of the
Agreement:
Seller and Buyer shall mutually agree on the shipping schedule
for all Vessels hereunder.
8. Shipment Documentation. The following is added as new Section 5.4
to the Agreement:
3
4
5.4 Shipment Documentation. Promptly after shipment from the
Loading Port, Seller shall provide to Buyer bills of lading,
the draft survey reports contemplated by Section 7 hereof and
the analyses of the Coke pursuant to Section 9 hereof. Seller
shall provide to Buyer by facsimile a legible copy of each
xxxx of lading as soon as practicable after a shipment is
loaded on a Vessel for delivery to the Destination Port.
9. Possession and Acceptance of Coke. The following is added as
new Section 5.5 of the Agreement:
5.5 Possession and Acceptance of Coke. Notwithstanding
anything in this Agreement to the contrary, the following
provisions shall apply to the shipment, delivery and purchase
of Coke pursuant to this Agreement commencing March 1, 1996:
5.5.1 Unloading and Transportation of Seller's Coke.
Except as provided in Section 5.5.8 hereof, Buyer shall
arrange for the off-loading of each Vessel at the Destination
Port and the transportation of such Coke to the Geneva Steel
Mill where Buyer shall hold, and use commercially reasonable
efforts to care for, the Coke as the property of Seller. At
all times prior to its sale to Buyer under this Agreement, the
Coke shall be subject to and under the direction and control
of Seller. In the event of a loss or other claim that is the
responsibility of the Destination Port or the railroad under
their respective contracts, Buyer, at the sole cost and
expense of Seller, shall use commercially reasonable efforts
to recover the amount of such loss or claim from such
companies; provided, however, that Buyer shall have the right
to assign to Seller any claim it may have against the
Destination Port and thereafter be relieved of any
responsibility to pursue such claim on Seller's behalf. Buyer
shall have no obligation to pursue any claim that it
determines in good faith is not likely of being recovered.
5.5.2 Inventory Piles; Point of Sale.
5.5.2.1 Subject to Section 18 hereof, Coke
belonging to Seller and delivered to the
Geneva Steel Mill shall be segregated into
and maintained by Buyer as separate piles
(each a "Pile") but each Pile may contain
Coke from one or more Vessels. Each Pile
shall be identified as containing Coke owned
by Seller by a sign to be installed and
maintained by Buyer. Unless otherwise agreed
in writing by Buyer and Seller, (a) subject
to the provisions of this Section 5.5.2.1,
Seller shall maintain at least ________ tons
of Coke in the Piles, and (b) Seller shall
use commercially reasonable efforts to
ensure that
4
5
not more than _________ tons of Coke, in the
aggregate, are maintained in storage at the
Destination Port, in transit from the
Destination Port to the Geneva Steel Mill
and in the Piles.
5.5.2.2 The actual inventory amount
maintained by Seller pursuant to Section
5.5.2.1 hereof shall be subject to the
approval of Buyer, which consent shall not
be unreasonably withheld so long as such
inventory amount is consistent with the
shipping schedule approved pursuant to
Section 5.1 hereof. Seller shall immediately
notify Buyer in writing if such inventory
level is or may not be maintained for any
reason. Seller shall not be in default of
this Agreement if such inventory level is
not maintained due to (a) deviations in the
approved shipping schedule requested in
writing by Buyer, (b) Buyer's purchase of
Coke in excess of Buyer's forecasted
purchase of Coke on which the approved
shipping schedule was based, (c) breach by
the Destination Port of its contractual
obligations to unload, handle and load such
Coke, (d) breach by the railroad of its
contractual obligations to transport Coke
from the Destination Port to the Geneva
Steel Mill, or (e) an event of Force Majeure
under this Agreement.
5.5.2.3 For all Coke which Buyer purchases
from Seller pursuant to this Agreement, such
sale shall be deemed to occur at the time
when Buyer pays for such Coke as provided in
Section 4.2 hereof or removes such Coke from
a Pile, whichever first occurs, and shall be
accounted for on a first Vessel in - first
Vessel out basis. Buyer agrees to notify
Seller by facsimile on a daily basis in
arrears of the quantity of Coke removed by
Buyer from a Pile. Such notice shall contain
the Pile number, identification of the
Vessel(s) from which the Coke originated,
and the quantity of Coke removed from such
Pile. The quantity of Coke removed from a
Pile shall be determined by multiplying the
number of truckloads of Coke removed by
Buyer by twenty-eight (28) net tons if Xxxxx
trucks are used for such removal. If Buyer
uses any other type of truck to remove Coke
from a Pile, the volume of Coke removed per
truck load shall be mutually agreed upon by
Buyer and Seller.
5.5.3 Pile Reconciliation. Once a month or when a
Pile is fully depleted, whichever first occurs, Buyer
and Seller shall reconcile (a) the quantity of Coke
sold to Buyer, as reflected in Buyer's daily
5
6
notices, (b) the quantity of Coke initially stored in
such Pile, as reflected in the average of the draft
survey reports, (c) the quantity of Coke remaining in
a Pile based on a physical inspection of such Pile,
and (d) the quantity of Third Party Coke, as
hereinafter defined, sold by Seller pursuant to
Section 5.5.8 hereof. Any differences between (i) the
quantity of Coke initially stored in a Pile less
Third Party Coke and (ii) the amount of Coke
remaining in a Pile based on such physical survey of
such Pile, shall be deemed to be Coke sold by Seller
and purchased by Buyer hereunder and Buyer shall pay
the Purchase Price for such Coke, less the amounts of
previous payments applicable thereto and any
penalties applicable thereto pursuant to Section 8.3
hereof, in the manner provided for in Section 4
hereunder.
5.5.4 Handling Fee. Buyer shall be paid a handling,
transportation and storage fee (the "Handling Fee")
for each ton of Coke transported to the Geneva Steel
Mill to cover Buyer's services in unloading,
switching, handling and loading of Coke,
transportation charges and charges incurred by Buyer
at the Destination Port. Seller shall pay the amount
of the Handling Fee within forty-five (45) days after
the date of the xxxx of lading associated with a
Vessel to which the Handling Fee applies. The
Handling Fee from and after March 1, 1996 and for
Coke delivered prior to February 28, 1997 shall be
________ per ton of Coke delivered by Seller to the
Destination Port, as reflected on the draft survey
reports. The Handling Fee for subsequent Contract
Years, shall be mutually agreed upon by the parties
on or before March 1 of each such Contract Year. If
the parties are unable to agree upon such Handling
Fee, the Handling Fee shall be the actual cost to
Buyer, plus or minus _____ per net ton, of Buyer's
services in unloading, switching, handling and
loading of Coke, transportation charges and charges
incurred by Buyer at the Destination Port based on
Buyer's rail contract, contract with the Destination
Port and Buyer's standard cost accounting allocations
for costs incurred at the Geneva Steel Mill. There
shall be no other handling charge by Buyer to Seller
for removal of any Coke from a Pile at the Geneva
Steel Mill except as provided in Section 5.5.8
hereof. Upon Seller's reasonable request not more
than once per year, Buyer shall cause Xxxxxx Xxxxxxxx
& Company to certify in writing the amount of the
Handling Fee. Unless otherwise agreed in writing, any
shortfall or overage between the proper Handling Fee
and the billed Handling Fee shall be adjusted on the
next succeeding invoice for Handling Fees between the
parties hereto.
6
7
5.5.5 Acceptance of Coke. All Coke is subject to
inspection and approval, as provided in Section 8.3
of this Agreement, after delivery to the Geneva Steel
Mill and before acceptance by Buyer. The transaction
between the parties to this Agreement is a
consignment sale on approval. Acceptance of Coke
shall occur only upon removal of such Coke from a
Pile and not by lapse of time or any other manner.
Acceptance of part of a Pile shall not constitute
acceptance of any other part of a Pile. In the event
such Coke is not accepted based on inspection and
analyses as provided for in this Agreement, Buyer
shall give written notice to Seller and thereafter
Seller and not Buyer shall be solely responsible for
the handling and disposition of such Coke at Seller's
sole risk and expense. Nothing in this Section 5.5.5
shall affect Buyer's rights or remedies in the event
of a breach by Seller of this Agreement.
5.5.6 Protective Filings. Seller shall have the right
to file a financing statement pursuant to Section
9-408 of the Utah Uniform Commercial Code, Utah Code
Xxx. Section 70-9-408, to evidence of record that the
Coke in the Piles is owned by Seller and not by
Buyer.
5.5.7 Site License. Buyer hereby grants Seller a
non-exclusive license to store Coke obtained and
owned by Seller pursuant to this Agreement on that
parcel of real property located at the Geneva Steel
Mill and more specifically identified on Exhibit A
hereto (the "Site"). Such license is granted for
reasonable ingress and egress to the Site for the
purposes of inspection, testing, loading and
unloading of Seller's Coke. Seller shall not store at
or transport to the Geneva Steel Mill any coke which
is owned by any party other than Seller or which has
not been ordered by Buyer. The intent of this license
is to allow Coke consigned to Buyer under this
Agreement to be stored at the Site and to allow
Seller to make incidental sales of Third Party Coke.
Buyer shall pay all real property taxes on the Site
and Seller shall pay all other taxes, charges and
assessments arising out of Seller's ownership of its
Coke or the use of the Site for the storage of such
Coke. The license granted in this Section 5.5.7 shall
be coextensive with the Term of this Agreement;
provided that, subject to Buyer's rights, for a
period of _____ calendar days after the termination
or expiration of this Agreement, Seller shall have
the right to enter upon the Site for the purpose of
screening and removing any Coke to which it has
title. Subject to the immediately foregoing sentence,
upon the expiration or termination of this Agreement,
Seller's rights under this Section 5.5.7 shall cease
and be of no further force or effect. Inasmuch as
Buyer retains possession of the
7
8
Site, it shall have the right to enter the Site at
all times for any purpose whatsoever, including, but
not limited to, removal of Coke from the Piles as
contemplated by this Agreement or the laying,
repairing, removal, modification, or expansion of any
utility, facility, system or improvement. Nothing
contained herein shall be, or be interpreted to be,
the creation of a real property interest in the Site
or the transfer of a license coupled with an
interest, and the license provided herein shall at
all times be revocable in accordance with the
provisions hereof. So long as this Agreement has not
expired or been terminated, unless otherwise agreed
in writing by Buyer, Seller shall not have the right
to bring any third party on the Site for the purpose
of handling, transporting or removing Coke. Buyer
shall have the right from time to time upon written
notice to Seller to change the location of the Site
to another location at the Geneva Steel Mill so long
as the cost of moving any Pile is borne by Buyer, at
all times the Piles are located on the Site as so
changed, and such alternative Site has reasonable
ingress and egress and adequate area for the Coke
inventory contemplated hereby. Buyer shall use
commercially reasonable efforts to maintain in force
any existing permits it has obtained for the Geneva
Steel Works relating to the use of the Site by Seller
contemplated hereby; provided, however, that Seller
shall be solely responsible to obtain all permits,
licenses and approvals required by any governmental
entity with jurisdiction for the conduct of Seller's
business at the Site or the storage of the Piles and
Buyer makes no representation or warranty concerning
the existence or adequacy of any of Buyer's permits
for such purpose.
5.5.8 Third Party Sales.
5.5.8.1 Subject to the terms and conditions of this
Section 5.5.8 Seller shall have the right to sell to
third parties all or any portion of the Coke which
has not been purchased by Buyer (the "Third Party
Coke"). Such sales of Third Party Coke from Piles at
Geneva Steel Mill shall be taken in approximately
equal increments and shall not exceed the greater of
_____ (___%) of the quantity of Coke from all Vessels
or ______ net tons in the aggregate during any twelve
(12) month period if Buyer is purchasing on average
more than one (1) Vessel of Coke each ninety (90)
days; provided, that in all events Seller shall
maintain the minimum inventory levels for sale to
Buyer as required by Section 5.5.2.1 hereof. If
Seller desires to sell Coke to any third party it
shall notify Buyer at least five (5) working days in
advance of such sale. Such notice shall include the
amount of Coke
8
9
to be sold and the date of sale. All handling and
transportation of Third Party Coke shall be arranged
and paid for by Seller.
5.5.8.2 If such sale occurs while the Third Party
Coke is located at the Destination Port, Seller shall
be solely responsible to arrange and pay for all
unloading, switching, storage, handling, stevedoring,
loading, transportation and other charges related to
such Third Party Coke and Buyer shall have no
obligation to take possession of, care for or
transport any Third Party Coke. The quantity of Third
Party Coke sold by Seller to a third party shall be
determined by certified scale weights at the
Destination Port. Upon removal of such Third Party
Coke from storage at the Destination Port, Buyer
shall be paid a fee of $_____ per net ton for each
ton of Third Party Coke so removed to compensate
Buyer for the freight loss and administrative costs
incurred by Buyer associated with such Third Party
Coke.
5.5.8.3 If such sale occurs while the Third Party
Coke is located at the Geneva Steel Mill, upon
reasonable advance notice, Buyer shall load such
Third Party Coke for transport to such third parties
for a charge of $_____ per net ton, said charge to be
credited against the next invoice payable by Buyer to
Seller hereunder; provided, however, that such
loading activities shall be subject to the priority
of Buyer's operating requirements and labor and
equipment availability and Buyer shall not be liable
in anyway for such loading activities so long as
Buyer uses commercially reasonable efforts to meet
Seller's loading directions. The quantity of Coke
loaded for shipment shall be determined by certified
scale weights at the Geneva Steel Mill.
5.5.8.4 Seller shall not store at or transport to the
Geneva Steel Mill any coke, including any Third Party
Coke, which is owned by any party other than Seller.
5.5.8.5 Seller shall indemnify, defend and hold
harmless Buyer from and against any and all claims,
demands, damages, losses, costs and expenses
(including attorneys' fees) (each a "Claim") arising
out of or related in any way to Third Party Coke
except that the foregoing indemnity shall not apply
to any Claim to the extent caused by Buyer's
negligence. Buyer shall have no obligation, liability
or responsibility for any degradation of Third Party
Coke, and Seller expressly acknowledges that such
Third Party Coke shall be loaded by Buyer as run of
Pile, "as is" and "where is," without representation
or warranty whatsoever.
9
10
10. Quantity of Coke. The following is added at the end of
Section 6.1.1 of the Agreement:
During the period from March 1, 1996 through August 1, 1997,
Buyer shall purchase from Seller at least _____ (___) Vessels
(the "Additional Vessels") of Coke in addition to any Vessels
that Buyer is otherwise obligated to purchase pursuant to this
Section 6.1.1. Notwithstanding the foregoing, Buyer shall
order _____ (___) of such Additional Vessels for delivery at
the Destination Port during the third Contract Year hereunder.
Such Additional
Vessels shall be subject to the other terms and conditions of
this Agreement and to the following terms and conditions:
6.1.1.1 Coke shall be obtained by Seller from a
source and ordered at a price, f.o.b. Loading Port
acceptable to Buyer. Seller shall use commercially
reasonable efforts to obtain the lowest available
price for such Coke. Such prices and sources shall be
presented to Buyer for its review and approval as
early as is practicable prior to Seller contracting
for the purchase of such Coke. Neither Seller nor
Buyer shall be obligated to obtain such Coke from
Antai. The price, f.o.b. Loading Port for the
additional Vessel to be ordered during the third
Contract Year shall not exceed the then current
competitive market price for coke of similar quality
and quantity from China.
6.1.1.2 In no event shall the Purchase Price to Buyer
exceed the purchase price, f.o.b. Loading Port, for
other coke available to Buyers, similar in quantity
and quality.
11. Independent Contractor. The first sentence of Section 16 of
the Agreement is hereby amended to add the words "on approval" after the word
"Coke" on the first line thereof.
12. Title. Section 18 of the Agreement is hereby deleted in its
entirety and the following substituted in lieu thereof:
18. Title. Title to all Coke shall be vested in Seller until
such time as such Coke is either paid for pursuant to Section
4.2 of this Agreement or it is removed by Buyer from a Pile
hereunder, whichever first occurs. Seller warrants title to
the Coke and quiet possession to Buyer of such Coke upon
payment or as such Coke is removed from a Pile pursuant to
Section 5.5.2 hereof, whichever first occurs. Title to the
Coke, as well as the risk of loss, shall transfer from Seller
to Buyer when such Coke is paid for or when such Coke is
removed from the Pile, whichever first occurs.
10
11
13. Guaranteed Specifications. Section 8.2 of the Agreement is hereby
amended to change the Ash specification to be "11.75% Maximum."
14. Ash Penalty. Section 8.3.2 of the Agreement is hereby deleted in
its entirety and the following substituted in lieu thereof:
If the ash content exceeds 11.75%, a penalty of $____ per net
ton for each one percent (1.0%) of ash in excess of 11.75%
shall be applied pro rata.
15. Notices. Section 22 of the Agreement is hereby amended to provide
that notices to Seller shall be sent in the manner provided in the Agreement
addressed as follows:
Oxbow Carbon and Minerals, Inc.
0000 Xxxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxx Xxxx, XX 00000-0000
Attn: Vice President of Sales and Marketing
Facsimile No. (000) 000-0000
With a copy to:
Oxbow Corporation
0000 Xxxxx Xxxxx
Xxxx Xxxx Xxxxx, Xxxxxxx 00000
Attention: J. Xxxxxxx Xxxxx, Esq.
Facsimile No. (000) 000-0000
16. Termination of Amendment. Buyer shall have the right to terminate
the consignment arrangement provided for in this Amendment by giving written
notice of such termination at least three (3) months prior to the effective date
of such termination. Such notice shall specify the effective date of such
termination. Upon the effective date of such termination, Buyer shall pay to
Seller the Purchase Price for, and Seller shall transfer ownership of, all Coke
at the Destination Port, in transit from the Destination Port to the Geneva
Steel Mill, and in the Piles, and thereafter this Amendment shall be of no
further force or effect as to shipments made subsequent to the effective date of
such termination except that the provisions of Sections 7, 10, 13, 14, 15 and 16
of this Amendment shall survive such termination and remain binding upon the
parties hereto. The intent of this Section 16 is to return the relationship
between the parties hereto as of the termination
11
12
date to the relationship provided for in the Agreement as if this Amendment had
not been entered into, except as provided in the immediately foregoing sentence.
Once such notice of termination is given, Buyer and Seller shall reasonably
cooperate to achieve such intent. After such termination, Buyer agrees to sell
to Seller Coke from the Piles, at a purchase price to be agreed upon by the
parties, f.o.b. Pile, in such quantities to enable Seller to meet its
pre-existing third-party contractual requirements (but excluding any provisions
for renewal or extension) for the sale of Third Party Coke provided that such
sale does not reduce purchased Coke inventories in the Piles at the Geneva Steel
Mill below 30,000 net tons.
17. Xxxxx Xxxx; Benefit. This Amendment shall not apply to Coke
shipped to Buyer on a vessel known as the "Amber" which docked at the
Destination Port on or about January 20, 1996. This Amendment is for the sole
benefit of the parties hereto and shall not be for the benefit or enforceable by
any other person or entity.
18. Counterparts; Facsimile Signatures. This Amendment may be
executed in any number of counterparts each of which shall constitute but one
agreement. Each signed counterpart of this Amendment delivered by way of
facsimile transmission shall have the same force and effect and be treated as if
it is the delivery of the original signed counterpart.
19. Ratification. Except as specifically modified herein, the parties
hereby ratify and reaffirm the terms, conditions, warranties and guarantees set
forth in the Agreement.
12
13
IN WITNESS WHEREOF, the parties have caused this Amendment to be
executed as of the day and year first above written.
"Seller"
OXBOW CARBON AND MINERALS, INC.,
a Delaware corporation
By /s/ Xxxxx X. Xxxxx
--------------------
Xxxxx X. Xxxxx
President
"Buyer"
GENEVA STEEL COMPANY,
a Utah corporation
By /s/ Xxx X. Xxxxxxxx
----------------------
Xxx X. Xxxxxxxx
Senior Vice President
Engineering and Technology
13
