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Exhibit 10.2
AGREEMENT FOR PURCHASE AND SALE OF
LARGE DIAMETER PIPE MILL AT GENEVA STEEL
Between
MITSUBISHI INTERNATIONAL CORPORATION
of New York, New York
and
GENEVA STEEL COMPANY
of Vineyard, Utah
June 21, 1999
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AGREEMENT FOR PURCHASE AND SALE OF
LARGE DIAMETER PIPE MILL AT GENEVA STEEL
This Agreement for Purchase and Sale of Large Diameter Pipe Mill (the
"Agreement") dated as of June 21, 1999 is entered into by and between MITSUBISHI
INTERNATIONAL CORPORATION of New York, New York ("BUYER") and GENEVA STEEL
COMPANY, Debtor and Debtor-in-Possession, of Vineyard, Utah ("SELLER"), under
the terms and conditions as outlined in the following sections.
SECTION 1 SCOPE OF AGREEMENT
1.1 Subject to the terms and conditions of this Agreement , BUYER agrees to
buy and SELLER agrees to sell the used Large Diameter Pipe Mill and
related equipment located on the premises of SELLER in Vineyard, Utah,
USA (the "Premises") and which is more particularly listed and described
in Appendix 1 which is made a part hereof, together with any existing
spares designed to function solely with such equipment, as agreed upon
by BUYER and SELLER, and any existing drawings, manuals and production
and maintenance records for such equipment in SELLER's possession as of
the date hereof (collectively, the "EQUIPMENT"). The EQUIPMENT shall not
include cranes (except as provided in Section 1.1.1. of Appendix 1) or
real property or any items that are real property improvements or
fixtures. SELLER shall not remove any of the EQUIPMENT from the Premises
after the date of this Agreement; provided, however, that SELLER shall
not be responsible for any shortages unless it can be shown by BUYER
that such EQUIPMENT was in existence at the Premises on the date hereof.
In no event shall SELLER be liable for any EQUIPMENT removed from the
Premises by BUYER or its contractors, employees, or representatives due
to the failure of BUYER to adequately secure the site of the EQUIPMENT
as provided herein. After the transfer of title to the EQUIPMENT and the
receipt of the Contract Price (defined below) by SELLER (the "Closing"),
BUYER, BUYER's client or BUYER's contractor shall be solely responsible
to secure the site of the EQUIPMENT for dismantling and removal.
Notwithstanding anything in Appendix 1 to the contrary, the EQUIPMENT
shall not include any electrical main systems, transformers, breakers or
switches.
1.2 The EQUIPMENT is being sold "as is" and "where is" in all respects.
Except as specifically provided herein, SELLER makes no warranties or
representations whatsoever regarding the Premises or the EQUIPMENT, or
any other matter in any way related to the Premises or the EQUIPMENT,
including, but not limited to, merchantability, fitness for a specific
use, title to the EQUIPMENT (except as set forth in Section 6.2 hereof),
existence (except as contemplated in Section 1.1 hereof), utilities,
ability to dismantle or transport the EQUIPMENT, operational capability,
use, value or condition (environmental and otherwise) of the EQUIPMENT.
BUYER has inspected the EQUIPMENT and is of sufficient sophistication,
technical expertise
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and financial ability to evaluate the merits of the purchase of the
EQUIPMENT. Other than as specifically provided in this Agreement, BUYER
is not relying on, and hereby specifically waives any claim of liability
based on, any statement, representation, warranty, promise, covenant, or
undertaking by SELLER or any other person representing or purporting to
represent SELLER in connection with the EQUIPMENT or the Premises.
SECTION 2 BANKRUPTCY AND CONSENT MATTERS
2.1 For the purposes of this Agreement, the terms "363 Order" and "Final
Order" shall have the following definitions:
2.1.1 "363 Order" means an order of the Bankruptcy Court (as defined
below), in form and substance reasonably satisfactory to BUYER
and SELLER, approving the sale of the EQUIPMENT by SELLER to
BUYER under this Agreement pursuant to Sections 105 and 363 of
the Bankruptcy Code, free and clear of any Encumbrances (as
defined below) except as specifically set forth in this
Agreement, and finding that BUYER is a "good faith purchaser"
including for purposes of Section 363(m) of the Bankruptcy Code.
2.1.2 "Final Order" means an order of the Bankruptcy Court (as defined
below) (a) as to which the time to appeal shall have expired and
as to which no appeal shall then be pending, or (b) if an appeal
shall have been filed or sought, either (i) no stay of the order
shall be in effect or (ii) if such stay shall have been granted
by the Bankruptcy Court, then (A) the stay shall have been
dissolved or (B) a final order of the district court having
jurisdiction to hear such appeal shall have affirmed the order
and the time allowed to appeal from such affirmance or to seek
review or rehearing thereof shall have expired and the taking or
granting of any further hearing, appeal or petition for
certiorari shall not be permissible; provided, that the
possibility that a motion under Rule 60 of the Federal Rules of
Civil Procedure, or any analogous rule under the U.S. Bankruptcy
Rules or local court rules, may be filed with respect to such
order shall not prevent such order from being considered a Final
Order.
2.2 The (a) sale of the Equipment pursuant to this Agreement, (b) rights and
obligations of the parties hereto, and (c) effectiveness of this
Agreement, shall be subject to (i) the approval of the transaction
contemplated by this Agreement by the United States Bankruptcy Court for
the District of Utah (the "Bankruptcy Court"), before which the
bankruptcy proceeding under Chapter 11 of the Bankruptcy Code involving
the SELLER as Debtor and Debtor-in- Possession was commenced and, (ii)
the terms and conditions of the Bankruptcy Approval (as defined in
Section 2.3) meeting the reasonable approval of SELLER and BUYER, which
approval shall not be unreasonably withheld or delayed.
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2.3 The approval of the Bankruptcy Court shall be evidenced by the entry by
the Bankruptcy Court of the 363 Order prior to the Closing Date (as
defined below), in substantially the form contemplated by this
Agreement, which order shall not have been reversed, stayed, modified or
amended in any manner adverse to BUYER, and which shall have become a
Final Order which remains valid and binding and in full force and effect
(the "Bankruptcy Approval"). In the event such Bankruptcy Approval is
not obtained by SELLER within sixty (60) days after the filing by SELLER
of the motion for the 363 Order, or such other period as the parties may
agree in writing (the "Approval Period"), this Agreement and the rights
and obligations of the parties hereunder shall be null and void and of
no further force or effect upon written notice by SELLER to BUYER;
provided that if the Bankruptcy Approval is being diligently pursued by
SELLER, either party hereto may extend the Approval Period for an
additional thirty (30) days by giving written notice to the other party
of such extension prior to the expiration of the original Approval
Period.
2.4 In addition to anything contained in Section 2.1.1 hereof, and
notwithstanding anything to the contrary contained herein, SELLER shall
endeavor to have the Final Order include the provisions set forth in
Subsections 2.4.1, 2.4.2 and 2.4.3.
2.4.1 Pursuant to sections 363(b), 363(f) and 105(a) of the Bankruptcy
Code, on the Closing Date the EQUIPMENT and all of SELLER's
right, title and interest therein shall be transferred to BUYER
in accordance with this Agreement and shall be free and clear of
(i) all mortgages, security interests, conditional sale and/or
title retention agreements, pledges, liens, judgments, demands,
encumbrances, restrictions, constructive or resulting trusts, or
charges of any kind or nature (collectively referred to as
"Liens") and (ii) all debts arising in any way in connection
with any acts of SELLER, claims (as that term is defined in
section 101(5) of the Bankruptcy Code), obligations, demands,
guarantees, options, rights, contractual commitments,
restrictions, interests, and matters of any kind or nature,
including, but not limited to, any restrictions on the use,
transfer or other attributes of ownership, to the extent arising
prior to the closing of this Agreement or relating to acts
occurring prior to the closing of this Agreement, and whether
imposed by agreement, understanding, law, equity or otherwise
(collectively referred to as "Claims", and together with Liens,
the "Encumbrances"). All such Encumbrances, as well as any and
all Liens, Claims, demands, actions, causes of action, rights,
obligations, liabilities, guarantees, damages, costs, expenses
and other losses of every kind and nature, whether known or
unknown, whether accrued or not accrued, whether xxxxxx or
inchoate, and whether contingent or liquidated, which may exist
or might have existed against SELLER or its affiliates prior to
the closing of the Agreement including but not limited to any
successor liability at law or in equity by the holders of any
Liens and/or Claims, shall be released, terminated and
discharged as to the EQUIPMENT
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with all such Encumbrances attaching to the proceeds of the sale
of the EQUIPMENT.
2.4.2 All persons and entities holding Encumbrances of any kind and
nature with respect to the EQUIPMENT are hereby forever barred
and permanently enjoined from asserting such Encumbrances of any
kind and nature against the EQUIPMENT or BUYER or its
successors, assigns or affiliates.
2.4.3 In no event shall BUYER be liable for any amounts or pre-Closing
Date liabilities or obligations arising from and related to the
EQUIPMENT.
SELLER acknowledges that the failure of the Bankruptcy Court to include
in the 363 Order the language of Subsections 2.4.1, 2.4.2 and 2.4.3 or
language with the same effect shall be a basis for BUYER to withhold its
consent to the Bankruptcy Approval; provided that, if, in granting the
363 Order, the Bankruptcy Court limits the scope of the release,
termination and discharge of successor liability arising out of the
transfer of the EQUIPMENT as described in the last sentence of
Subsection 2.4.1, such limitation as to the release, termination and
discharge of successor liability alone shall not provide a basis for
BUYER to withhold its consent to the Bankruptcy Approval. BUYER's
consent to the Bankruptcy Approval shall be a condition precedent to the
rights and obligations of the parties hereunder.
2.5 At its sole cost and expense, SELLER shall, as promptly as practicable
after the date of the Agreement, file with the Bankruptcy Court the
necessary motions, notices and supporting papers, and a form of 363
Order, all in form and substance reasonably satisfactory to BUYER,
seeking Bankruptcy Approval approving this Agreement and SELLER's
performance hereunder, and SELLER shall use its commercially reasonable
efforts to obtain entry of the 363 Order. BUYER agrees that it will take
such actions as are reasonably requested by SELLER to assist in
obtaining the Bankruptcy Approval, including by furnishing affidavits or
other documents or information for filing with the Bankruptcy Court for
purposes, among other things, of providing necessary assurances of
performance by BUYER and demonstrating that the BUYER is a "good faith"
purchaser under Section 363(m) of the Bankruptcy Code. In the event the
363 Order shall be appealed, SELLER shall at its sole cost and expense
use all reasonable efforts to defend such appeals.
2.6 SELLER shall provide BUYER with copies of all motions, notices and
supporting papers, and form of 363 Order motion, to be filed by SELLER
with the Bankruptcy Court relating to the matters herein prior to the
filing thereof and shall not file any such document with the Bankruptcy
Court in connection with this Agreement without BUYER's prior approval,
unless due to emergency time constraints or as otherwise necessary in
SELLER's opinion, for SELLER to fulfill its obligations under the
Bankruptcy Code.
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2.7 To the extent such matters are within SELLER's control, SELLER shall
provide adequate notice to BUYER of, and afford BUYER opportunity to
attend and participate in, all bankruptcy motions, orders, hearings and
other proceedings relating to the subject matter in this Section 2.
2.8 In the event that at any time and from time to time prior to receipt of
the Bankruptcy Approval by the parties, SELLER receives another bona
fide offer or offers from any third party with a higher purchase price
or more favorable terms and conditions to SELLER with respect to the
EQUIPMENT (each, an "Other Offer") which SELLER desires to accept,
SELLER shall give written notice to BUYER (the "Offer Notice") of such
Other Offer, including a copy of the document reflecting such Other
Offer. Unless otherwise agreed to by SELLER and BUYER, BUYER shall have
a period of five (5) business days after receipt of such Offer Notice
either (i) to terminate this Agreement (which Agreement shall then
become null and void with no further rights or obligations hereunder) or
(ii) unconditionally agree in writing to modify this Agreement to
include the material terms and conditions set forth in the Offer Notice.
If BUYER fails to timely so notify SELLER of its termination of this
Agreement or its unconditional acceptance of the terms and conditions
set forth in the Offer Notice, this Agreement shall automatically
terminate and thereafter this Agreement shall be null and void and
neither SELLER nor BUYER shall have any further rights or obligations
hereunder.
2.9 The rights and obligations of the parties hereto are subject to the
further condition that SELLER shall have received the consent of
Congress Financial Corporation, a Delaware corporation ("Congress
Financial"), to SELLER's entry into this Agreement and the consummation
of the transaction contemplated hereby. Promptly after the signing of
this Agreement by the parties hereto, SELLER shall request such consent
by Congress Financial and use its commercially reasonable efforts in an
attempt to obtain such consent by Congress Financial. In the event such
consent by Congress Financial is not obtained on or before the receipt
of Bankruptcy Approval by the parties hereto, this Agreement and the
rights and obligations of the parties hereunder shall be null and void
and of no further force or effect upon written notice by SELLER to
BUYER.
SECTION 3 PRICE
3.1 The total purchase price for the EQUIPMENT described in Section 1 of
this Agreement (the "Contract Price") is US$4,555,000.00 (Four Million
Five Hundred Fifty-Five Thousand US Dollars).
3.2 The Contract Price is firm.
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3.3 Any sales, use or other tax (other than income taxes of BUYER) payable
to the State of Utah in connection with the sale of the EQUIPMENT by
SELLER to BUYER shall be paid by SELLER.
SECTION 4 PAYMENT AND TERMS OF PAYMENT
4.1 All payments under this Agreement shall be paid in U.S. Dollars.
4.2 The Contract Price of US$4,555,000.00 (Four Million Five Hundred
Fifty-Five Thousand US Dollars) shall be paid by BUYER to SELLER in the
following manner:
4.2.1 A down payment of 20% of the Contract Price, or $911,000.00
(Nine Hundred Eleven Thousand US Dollars) (the "First Payment"),
shall be paid to SELLER by wire-transferred funds (same day
availability) within ten (10) days after Bankruptcy Approval.
4.2.2 The balance of the Contract Price, or $3,644,000.00 (Three
Million Six Hundred Forty-Four Thousand US Dollars) (the"Final
Payment"), shall be paid to SELLER by wire-transferred fund
(same day availability) no later than the last to occur of (i)
fifteen (15) days after Bankruptcy Approval or (iii) thirty (30)
days after the signing of this Agreement (the "Closing Date").
SECTION 5 EQUIPMENT REMOVAL & SCHEDULES
5.1 BUYER shall be responsible for using a qualified U.S. contractor for
dismantling and removal of the EQUIPMENT from the Premises and loading
the EQUIPMENT onto shipment containers, flat racks, trucks and/or rail
cars at the Premises provided by BUYER. After dismantling and removal of
the EQUIPMENT from the Premises, BUYER shall be responsible for
performing a site clean-up of the Premises, including a clean sweep of
the site and placing safety barriers around open pit areas which
resulted from the dismantling and removal of the EQUIPMENT. SELLER shall
allow BUYER, BUYER's client and BUYER's contractor access to the
Premises for the purpose of dismantling and removing the EQUIPMENT
provided that such entry shall be subject to the conditions precedent
that SELLER shall have received the entire Contract Price and that
BUYER, BUYER's client and BUYER's contractors shall have each entered
into an agreement in form and substance satisfactory to SELLER
addressing coordination, insurance, liability, indemnification,
utilities, staging, battery limits, labor relations, transportation,
security and other matters in connection with the dismantling and
removal of the EQUIPMENT and the operation of SELLER's plant and other
facilities.
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5.2 The dismantling of the EQUIPMENT shall commence after payment in full of
the Contract Price but no later than sixty (60) days after the
Bankruptcy Approval. The period for dismantling and removal of the
EQUIPMENT at the Premises as contemplated by Section 4.1 shall not
exceed eight (8) months from the date of the Bankruptcy Approval;
provided however that (i) such period shall be extended a day for each
day that the critical path for removal of the EQUIPMENT by BUYER is
delayed solely by the wrongful acts or omissions of SELLER in the
performance (or non-performance) of SELLER's obligations hereunder, and
(ii) BUYER shall be entitled to an additional one-time thirty (30) day
extension of such period (whether or not extended by operation of clause
(i) above) by written notice thereof to SELLER so long as (a) BUYER is
diligently pursuing dismantling and removal of the EQUIPMENT, (b) any
delay in such dismantling and/or removal was not caused by BUYER,
BUYER's client or BUYER's contractor, and (c) BUYER is not otherwise in
default hereunder. If BUYER does not completely dismantle and remove the
EQUIPMENT within such eight (8) month period, as such period may be
extended pursuant to the immediately foregoing sentence, BUYER shall be
in material breach hereof and SELLER, in addition to its other rights
and remedies at law or in equity, shall have the right to remove the
EQUIPMENT from the Premises and dispose of such EQUIPMENT, or any part
thereof, as SELLER may in its sole judgment deem appropriate and apply
the proceeds thereof in partial recoupment of its damages and other
costs and expenses (including attorneys' and consultants' fees) incurred
in connection with such default; provided that any proceeds in excess of
such damages, costs and expenses shall be paid to SELLER upon SELLER's
reasonable request.
5.3 Both SELLER and BUYER shall each have a designated representative on
site during the entire period of EQUIPMENT dismantling, removal and
loading in order to coordinate with each other. In addition, subject to
Section 5.1 hereof, SELLER shall permit representatives of BUYER,
BUYER's client and BUYER's contractor to be on site at SELLER's Premises
during such period for the purpose of inspecting the EQUIPMENT,
observing the performance of the dismantling, removal and loading of the
EQUIPMENT, and match- marking the EQUIPMENT. The representatives of
BUYER, BUYER's client and BUYER's contractors shall abide by all
applicable laws, and by SELLER's rules and regulations of which they
have received written notice, with respect to safety at the Premises.
5.4 SELLER shall be responsible for removal and disposal of any and all
known hazardous materials, and all known hazardous and non-hazardous
oils and fluids present in the EQUIPMENT, to a commercially acceptable
level prior to the commencement of the EQUIPMENT dismantling, removal
and loading, and shall otherwise be responsible for compliance prior to
the Closing of the EQUIPMENT with all federal, state and local laws,
ordinances, regulations, permits and approvals applicable to the
EQUIPMENT and the Premises, including without limitation, the
Comprehensive Environmental Response, Compensation and Liability Act of
1980, as amended ("CERCLA") and rules and regulations of the
Occupational Safety and Health Administration ("OSHA"), the
Environmental
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Protection Agency ("EPA") and similar state, county and municipal
agencies with jurisdiction over such matters. The foregoing sentence
shall not obligate SELLER to modify, upgrade or change the EQUIPMENT or
otherwise alter the as-is nature of this transaction, SELLER's
obligations being limited to the removal of such materials, oils and
fluids. BUYER is responsible for disposal of any residual non-hazardous
hydraulic oils or fluids discovered in the machine components during
EQUIPMENT dismantling, removal and loading, and SELLER is responsible
for disposal of any residual hazardous materials, oils and fluids
discovered in the EQUIPMENT during dismantling, removal and loading at
the Premises. Removal of such EQUIPMENT from the Premises shall be
deemed to be BUYER's acknowledgment and approval of the satisfactory
removal and disposal of such materials, oils and fluids by SELLER.
SELLER shall have no responsibility or liability for any such materials,
oils or fluids discovered in the EQUIPMENT after removal from the
Premises.
5.5 Without limiting the generality of Section 5.4 hereof, BUYER shall cause
each person performing any dismantling, removal or loading work or
services for BUYER, BUYER's client or BUYER's contractor, to comply with
all of the obligations set forth on Exhibit A hereto. Notwithstanding
anything in this Agreement (including Exhibit A) to the contrary,
neither BUYER, BUYER's client nor BUYER's contractor shall be liable for
any environmental condition of the Premises to the extent that such
condition existed prior to the entry by BUYER, BUYER's client or BUYER's
contractor on the Premises.
5.6 SELLER shall provide BUYER and BUYER's contractor with access to and use
of cranes currently available on the Premises as reasonably necessary
for the dismantling, removal and loading. SELLER will allow BUYER's
contractor to make an opening in one side of the building wall to allow
larger EQUIPMENT in and out of the facility so long as such opening can
be made without impairing the structural integrity of the building.
SELLER shall provide BUYER and BUYER's contractor with the use of its
utilities, staging areas and facilities at the Premises as necessary for
the dismantling, loading and removal of the EQUIPMENT as contemplated
herein at no additional cost or expense.
5.7 Prior to entering the Premises, BUYER, BUYER's client and BUYER's
contractor shall provide SELLER with a certificate of insurance, or
certified copies of insurance policies if requested by SELLER,
evidencing that the insurance coverage described on Exhibit B hereto is
in full force and will remain in full force during the entire
dismantling and removal period. Failure to do so shall be a material
default by BUYER of its obligations hereunder.
5.8 Subject to the terms, conditions and limitations of this Agreement,
including but not limited to the provisions of Section 5.1 hereof,
SELLER hereby grants to BUYER a non-exclusive easement for vehicular and
pedestrian ingress and egress to and from the site of the EQUIPMENT to
Geneva Road, such easement to be located on the existing roadways on the
Premises, as such roadways may be relocated and established from time to
time, for the sole
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and limited purpose of allowing BUYER, BUYER's client and BUYER's
contractor(s) to dismantle, remove and load the EQUIPMENT pursuant to
the terms of this Agreement. Such easement shall automatically terminate
upon the removal of the EQUIPMENT from the Premises or the termination
of this Agreement, whichever first occurs.
SECTION 6 TRANSFER OF OWNERSHIP
6.1 Title to and ownership of the EQUIPMENT shall be transferred from SELLER
to BUYER at the time the Final Payment is received by SELLER. SELLER
shall issue to BUYER a xxxx of sale (without representation or warranty
except as provided in this Agreement) evidencing such transfer of title
and ownership, such xxxx of sale to be substantially in the form of
Exhibit C hereto.
6.2 SELLER hereby represents and warrants to BUYER, as of the date hereof
and as of the Closing, as follows:
6.2.1 Subject to obtaining the Bankruptcy Approval, this Agreement has
been duly executed by SELLER and constitutes a valid and binding
obligation of SELLER, enforceable in accordance with its terms
except that enforceability thereof may be limited by bankruptcy,
insolvency, reorganization or other similar laws of general
application and general principles of equity.
6.2.2 Except for obtaining the Bankruptcy Approval and the approval of
Congress Financial, no further consent or approval is necessary
for the valid execution and delivery by SELLER of this Agreement
and all other documents necessary or advisable to consummate the
transactions contemplated hereby and thereby, or the valid
performance by SELLER of its obligations under this Agreement
and all other documents necessary or advisable to consummate the
transactions contemplated hereby and thereby.
6.2.3 SELLER shall indemnify, protect, defend and hold harmless BUYER
from and against any and all claims (including claims for
contribution and/or indemnification), demands, causes of action,
losses, damages, liabilities, suits, costs and expenses,
including without limitation, attorneys' fees and court costs,
asserted against or suffered or incurred by BUYER by reason of,
arising out of or in connection with (a) a breach or violation
of any representation or warranty of SELLER set forth in this
Agreement or in any other document executed by SELLER in
connection hereunder, (b) a misrepresentation or inaccurate
statement of fact made by SELLER in this Agreement or in any
other document executed by SELLER in connection herewith, or (c)
a default by SELLER in the performance of or failure of SELLER
to perform any of its obligations or agreements set forth in
this Agreement or in any other document executed by SELLER in
connection herewith.
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6.2.4 The EQUIPMENT will be conveyed to BUYER with good title and free
from any Encumbrances to the extent provided by the Bankruptcy
Approval.
6.2.5 The sale of the EQUIPMENT by SELLER as contemplated hereunder
shall not violate or abridge any applicable laws or the right,
title and interest of third parties in intellectual property.
6.3 BUYER represents and warrants to SELLER, as of the date hereof and as of
the Closing, as follows:
6.3.1 This Agreement has been duly executed by BUYER and constitutes a
valid and binding obligation of BUYER, enforceable in accordance
with its terms except that enforceability thereof may be limited
by bankruptcy, insolvency, reorganization or other similar laws
of general application and general principles of equity;
6.3.2 BUYER is not a party to, subject to, or bound by, any
restrictions, lease, contact, indenture, trust, agreement of any
nature, mortgage, deed of trust, loan agreement, security
agreement, judgment, order, writ, injunction or decrees of any
court or governmental body, that prohibits, impairs or affects
in any way this Agreement or the consummation of the
transactions contemplated by this Agreement;
6.3.3 No further consent or approval is necessary for the valid
execution and delivery by BUYER of this Agreement and all other
documents necessary or advisable to consummate the transactions
contemplated hereby and thereby, or the valid performance by
BUYER of its obligations under this Agreement and all other
documents necessary or advisable to consummate the transactions
contemplated hereby and thereby.
6.3.4 BUYER shall indemnify, protect, defend and hold harmless SELLER
from and against any and all claims (including claims for
contribution and/or indemnification), demands, causes of action,
losses, damages, liabilities, suits, costs and expenses,
including, without limitation, attorneys' fees and court costs,
asserted against or suffered or incurred by SELLER by reason of,
arising out of or in connection with (a) a breach or violation
of any representation or warranty of BUYER set forth in this
Agreement or in any other document executed by BUYER in
connection herewith, (b) a misrepresentation or an inaccurate
statement of fact made by BUYER in this Agreement or in any
other document executed by BUYER in connection herewith, or (c)
a default by BUYER in the performance of or failure of BUYER to
perform any of its obligations or agreements set forth in this
Agreement or in any other document executed by BUYER in
connection herewith.
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6.3.5 Commencing with the Final Payment of the Contract Price, all
risk of loss, condemnation, damage or destruction related to the
EQUIPMENT shall be borne by BUYER. If after the date of this
Agreement but prior to Final Payment the EQUIPMENT is damaged by
an event covered by SELLER's property insurance policy, BUYER
shall be entitled to a credit against the Contract Price in an
amount equal to the amount of insurance proceeds actually
received by SELLER net of any costs, expenses (including
attorneys' and consultants' fees and costs), deductibles or
other sums expended by SELLER in pursuing such insurance claim.
SECTION 7 GOVERNING LAW
7.1 This Agreement is to be construed and interpreted in accordance with the
laws of the State of Utah, USA, except for those portions of such laws
which would give preference to the laws of another jurisdiction. Any
action, suit or proceeding arising out of or relating in any way to this
Agreement shall be commenced and maintained in the courts of the State
of Utah, each party consenting to the exercise of personal jurisdiction
of such courts as if such parties were personally present in such State.
SECTION 8 FORCE MAJEURE
8.1 "Force Majeure" shall mean any of the following causes to the extent
that any such cause was neither foreseen nor reasonably foreseeable and
is beyond the reasonable control of the party affected thereby: acts or
omissions of third parties (excluding consultants, contractors or others
in privity of contract with BUYER or SELLER (each a "Consultant")), any
acts of government or government authority (including, without
limitation, the failure to issue, the delay in issuing or the revocation
after issuance of work permits, export licenses or consents relating to
the sale of the EQUIPMENT as contemplated hereunder), acts of God,
strikes or other collective action of labor, fires, floods, storm,
tornado, earthquake, explosions, or any other cause, whether similar or
dissimilar to those specifically enumerated herein, which is unforeseen
or unforeseeable and is beyond the reasonable control of the party
affected thereby; provided, however, that nothing herein shall require
the settlement of any labor dispute or other controversy against the
will of the party affected thereby.
8.2 Neither BUYER nor SELLER shall be liable for any delay or failure in the
keeping or performance of its obligations under this Agreement during
the time and to the extent that any such failure arises by reason of
Force Majeure; provided that an event of Force Majeure shall not relieve
BUYER of its obligation to timely pay to SELLER the Contract Price as
provided in Sections 3 and 4 hereof except in the case of the
destruction of the EQUIPMENT prior to Final Payment.
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8.3 In the event of an event of Force Majeure, the party affected thereby
shall promptly give written notice (setting forth full particulars) to
the other party, and shall resume the keeping and performance of the
respective obligation after the cause of Force Majeure has come to an
end.
8.4 If an event of Force Majeure occurs and continues for a period of thirty
(30) calendar days from the date of occurrence of such event, the
parties shall meet and make reasonable efforts to resolve the problem.
SECTION 9 DAMAGES
9.1 If BUYER defaults in the performance of its obligations under this
Agreement due to the reasons other than those caused by Force Majeure as
outlined in Section 8, SELLER shall give written notice to BUYER
designating such default. BUYER shall have a period of ten (10) days
following the giving of such notice within which to correct, or in the
case of a default which reasonably cannot be corrected within such ten
(10)-day period, within which to commence action to correct, the default
of which BUYER has received notice. If BUYER shall fail to correct such
default within said ten (10)-day period or, if applicable, to commence
action to correct such default within such ten (10)-day period and
thereafter to diligently pursue the same to completion, SELLER shall be
entitled to commence an action to recover damages from BUYER, and/or to
compel specific performance by BUYER, and to recover all costs and
expenses incidental to such an action, including reasonable attorneys'
fees and costs.
9.2 If SELLER defaults in the performance of its obligations under this
Agreement due to the reasons other than those caused by Force Majeure as
outlined in Section 8, BUYER shall give written notice to SELLER
designating such default, and thereafter SELLER shall have a period of
ten (10) days within which to correct, or in the case of a default which
reasonably cannot be corrected within such ten (10)-day period, within
which to commence action to correct, the default of which SELLER has
received notice. If SELLER shall fail to correct such default within
said ten (10)-day period or, if applicable, to commence action to
correct such default within such ten (10)-day period and thereafter to
diligently pursue the same to completion, BUYER shall be entitled to
commence an action to recover damages from SELLER and/or compel specific
performance by SELLER, and to recover all costs and expense incidental
to such an action, including reasonable attorneys' fees and costs.
SECTION 10 NOTICES
10.1 All notices that are required or are permitted to be given hereunder
shall be in writing and shall be deemed to have been duly given if
delivered or sent by certified airmail postage
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prepaid, return receipt requested, or delivered by a recognized
overnight courier service with evidence of delivery, at the following
addresses:
If to BUYER:
MITSUBISHI INTERNATIONAL CORPORATION
Address: 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000
Phone: (000) 000-0000
FAX: (000) 000-0000
Attention: Xxxxxxx Xxxxx
Department Manager - Heavy Machinery Department
If to SELLER:
GENEVA STEEL COMPANY
Address: 00 Xxxxx Xxxxxx Xxxx
Xxxxxxxx, Xxxx 00000
Phone: (000) 000-0000
FAX: (000) 000-0000
Attention: Xxx X. Xxxxxxx
Executive Vice President
10.2 Such address may be changed at any time and from time to time by written
notice given by one party to the other.
SECTION 11 MISCELLANEOUS
11.1 If either SELLER or BUYER have incurred or agreed to pay for any other
obligations, contingent or otherwise, for broker's or finder's fees with
respect to matters provided for in this Agreement , the party incurring
any such obligations shall be solely responsible therefor. BUYER and
SELLER warrant that there are no brokers involved in this transaction
other than Van Deilen Industries, Inc. (the "Broker"). BUYER will
indemnify and hold SELLER harmless from any and all claims, expenses or
damages (including attorneys' fees) for broker's commissions arising
from the Broker or any of BUYER's actions. SELLER will indemnify and
hold harmless BUYER from any and all claims, expenses or damages
(including attorneys' fees) for broker's commissions (excluding the
Broker's commission) arising from any of SELLER's actions.
11.2 Notwithstanding anything in this Agreement to the contrary, neither
SELLER nor BUYER shall be liable for any consequential damages arising
out of or related in any way to this
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Agreement or the breach of this Agreement, including, but not limited
to, lost profit or breach of collateral agreements.
11.3 This Agreement shall be binding upon and shall inure to the benefit of
the parties hereto and their respective successors and assigns.
11.4 This Agreement, together with the exhibits attached hereto, constitutes
the entire agreement between the parties and supersedes and cancels all
prior negotiations, warranties, representations, undertakings or
agreements between the parties. No statement or representation shall be
considered a part of this Agreement or binding upon the parties unless
the same shall be expressly contained herein. This Agreement may not be
modified in any manner except by an instrument in writing signed by
SELLER and BUYER. There are no verbal agreements which modify or affect
this Agreement.
11.5 This Agreement may be executed in any number of counterparts, each of
which when so executed shall be an original but all of which shall
constitute in the aggregate but one and the same document.
11.6 The captions contained herein are for purposes of identification and
convenience only and do not define, limit or prescribe the scope of this
Agreement and shall not be considered part of this Agreement.
11.7 If a legal action or other proceeding is brought for enforcement of this
Agreement or because of an alleged dispute, breach, default, or
misrepresentation in connection with any of the provisions of this
Agreement , the party that prevails shall be entitled to recover
reasonable attorney's fees, actual costs and expenses incurred, in
addition to any other relief to which such party may be entitled.
11.8 BUYER and SELLER agree to execute such additional documents and take
such further actions as may be reasonably required to carry out each of
the provisions and the intent of this Agreement.
11.9 Whenever possible, each provision of this Agreement and every related
document shall be interpreted in such a manner as to be consistent and
valid under applicable law; but if any provision of any of the foregoing
shall be invalid or prohibited under applicable law, such provision
shall be ineffective to the extent of such invalidity or prohibition,
without invalidating the remainder of such provision or the remaining
provisions of this Agreement or said documents.
11.10 If the final date of any period set forth herein shall fall upon a
Saturday, Sunday or recognized legal holiday in the State of Utah, then
the time period related thereto shall be
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extended to the next day which is not a Saturday, Sunday or recognized
legal holiday under the laws of Utah.
11.11 The parties hereto acknowledge that this Agreement has been prepared
after extensive negotiations and the opportunity for each party to
review the Agreement with and obtain advice from their respective legal
counsel. In construing the Agreement, the fact that one party or the
other may have drafted its various provisions shall not affect the
interpretation of such provisions.
11.12 The covenants, representations and warranties set forth herein shall
survive the delivery of, and shall not be merged into, the xxxx of sale
or any other document executed in connection with the purchase and sale
of the EQUIPMENT.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their authorized representatives as of the day and year first above written.
BUYER:
MITSUBISHI INTERNATIONAL CORPORATION
By: \s\ Hajime Katsumura
-------------------------------------
Title: Senior Vice President and COO
----------------------------------
Printed Name: Hajime Katsumura
---------------------------
SELLER:
GENEVA STEEL COMPANY,
Debtor and Debtor-in-Possession
By: /s/ Xxx X. Xxxxxxx
-------------------------------------
Xxx X. Xxxxxxx
Executive Vice President
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APPENDIX 1 SCOPE OF SUPPLY
The EQUIPMENT listed below represents the major items to be included in this
sale. All other available components not listed but determined by SELLER to be
pertaining to the EQUIPMENT will be included, except for the cranes and
building.
A.1 MAJOR EQUIPMENT LISTING
1. Large Diameter Pipe Mill
1.1 Plate Receiving and Handling
Plate is shipped from rolling mill on plate cars which are spotted in
plate receiving bay. Receiving bay crane operator unloads plate,
stacks plate in stockpiles, and feeds unsticked crane by placing
material in stacks beneath the unsticked. This magna vacuum
crane, operating in sequence with planer, picks up single plate
from stack, placing it on planer entry conveyor.
1.1.1 Unsticked Xxxxx
Xxxx unit, 15-ton capacity, 64'-5" span, double drum hoist
with hooks on 18-foot centers, crane runway 25'-6" long,
maximum lift of hooks 14'-6", consists of a bridge
drive, GE 10 HP, 900 RPM, A.C. motor; a hoist drive, GE
75 HP, 1200 RPM, A.C. motor; and a 7.5 XX Xxxxx Callers
magnet power supply.
1.2 Plate Planing
Single plates are squared and planed, both sides simultaneously, on two
Xxxxxxx Southward planers, capacity 40'-6" plate 1 1/2" thick,
60" to 125" wide.
1.2.1 Entry Conveyor
Flat plate conveyor 75'-9" long, 9-0" wide, consisting of
sections LA, LB1, and LB2, for moving plate into planer
at 154 FPM.
1.2.2 Plate Planers
Two Xxxxxxx Southward plate planers 52'-5 1/4" long for edge
preparation of plate, complete with bed section, end
columns, top beams, traveling tool holder carriages,
plate centering devices, plate feed roll system, plate
clamping units and two 75 HP planer carriage drives.
1-1
18
1.2.3 Planer Rubout Conveyor
Two speed conveyor for handling planed plate and centering plate
for entry into edge breaker. Conveying speed 227 FPM out
of planer and 90 FPM into edge breaker, complete with
plate centering side guide.
1.2.4 Plate Transfer Conveyor
Plate transfer conveyor for moving plate from edge break exit to
U-press entry, chain type, 48' C-C of sprockets, with
driven conveyor chains spaced at 26'0" C-C. Fifteen rows
of idler roll conveyors support the plate during
transfer. Conveyor driven by GE, 1 HP, 1720 RPM, 60
cycle, 220/440 volt motor, Model 5K203D17 through Link
Belt gear reducer size T.M. 40, 195:1 ratio, 9 RPM,
Model No. 393Z2-V.
1.3 Plate Forming
1.3.1 Edge breaker
XxXxx Machine Company unit for edge forming line pipe plate:
Capacity 60" to 126" plate width, in lengths 20' to
40'-6", plate thickness .188" to .750", and yield
strength to 100,000 psi. Complete with tooling to edge
form 20 through 40" diameter pipe. The machine contains
four work roll stations, five drive roll stands, and
forms the plate at 90 FPM. The main drive consists of
four 50 HP, 1200 RPM, Westinghouse motors, 440/3/60,
TEFC, NEMA design "D" 5-8% slip, on Frame No. 444U,
through four Horsburgh & Xxxxx gear reducers No. X.X.
3600, 79.55:1 ratio, triple reduction units.
1.3.2 U-Press
One Verson 2000 ton plate U-ing press machine No. 2000-HD4-4927,
132" width between columns and 492" long. Shut height
between upper and lower platen 68", 110" fully opened,
press is composed of four sections, each 123" long and
containing hydraulic power pumping station driven by
Reliance 50 HP, 870 RPM motor to an oilgear pump type
DX-6025, rated 2500 psi at 60 GPM on a 350 gallon
reservoir; 22 1/2" bore, 42" stroke, and 21 1/2" rod
diameter power cylinder; a U-press entry conveyor, a
rise and fall type, with plate transfer speed of 227
feet per minutes; and a U-press - O-press transfer
conveyor, track mounted car 28'-0" long with three Xxxxx
Bros. Conveyor drives and a single U'ed can side support
unit.
1-2
19
1.3.3 O-Press
16,000 ton, three section, Verson O-Press No. HD-3-4927, 60"
clear width, 492" long, tooled for forming 00", 00",
00", 00", 00", 00", 00", 00", and 40" O.D. large
diameter pipe. U'ed and O'ed pipe cans are conveyed
through press on 3 Verson idler cushion rolls, Type
2W-1424, Serial No. 11703, each cushion roll mounted on
14" bore, 24" stroke air cylinder and power side
pressure rolls with 4 Reliance 3 HP, 1740 RPM, 000/000,
0 xxxxx, 00 cycle electric motors in Frame No. CB-225,
through 4 Xxxxx Bros. Gear reducers No. 613-1. Each
Verson press section contains a hydraulic power source
driven by one 125 HP, Reliance motor, 875 RPM, through
oilgear pump model DX-15024, 2500 psi, with 1135 gallon
oil reservoir; and hydraulic cyclinders, one 63 1/4"
straight shaft cylinder 45" stroke, and two 21 1/4" bore
cylinders with 19 3/4" rod and 45" stroke.
1.4 Tack Welding Fixture
A 40'-6" structural frame, supports 13 hydraulically powered
chain pipe clamps, two idler and two powered conveyor
rolls, a set of powered pipe rotating units, and welding
Equipment consisting of two NCG weld wire feed motors,
two NCG portable welder controllers Model WC 50, and two
Tweco Model P-5 Mig-guns. The two power supplies are 600
amp units - NCG Model DRU600. Hydraulic power is
supplied from I.D. welder hydraulic pumping station.
1.5 Inside Seam Welders
Basic Equipment consists of five automatic Unionmelt process, double
submerged arc welders, mounted on a 43-foot boom with a
traveling operator console and carriage. Each welder is tooled
with clamp bands and shoes for 00", 00", 00", 00", 00", 00",
00", 00", and 40" O.D. pipe. Each welder consists of the
following components:
1.5.1 Welding Equipment
Two 1,500 amp Westinghouse A.C. arc welding transformers, and
one 1,000 amp Westinghouse transformer, three unionmelt
type UEH-1 automatic welding head assemblies, two Linde
voltage and control assemblies, one Linde UEC-1, and two
Linde UEC-6 controls, one 41-foot copper chillbar
hydraulic cylinder actuated to assure complete backup,
and three weld wire roll pack payoff units, which allows
three wire welding.
1-3
20
1.5.1.1 Carriage Drive System
A Reliance 5 HP D.C. adjustable speed motor, frame 0000,
Xxxxxx Xxxxxx, Gear Reducers 30:1 Ratio - Type
O, Size 50 Hypower and double rack and pinion
transmission system are provided tracks for the
weld carriage are "Vee" guide rails and a "Vee"
rail wheels. Power tracks are provided for weld
power, electrical drive power, flux vacuum
pickup ground wires and air blowing of scale.
1.5.1.2 Flux Recovery Equipment
Boom mounted vacuum pickup head removes unfused flux
from the pipe following welding. The material
enters a cyclone precipitator which gravity
feeds into a 30" diameter Sweco separator Model
2A. Flux is screened and directed into three
receiving hoppers according to size. Fused flux
that stays in the pipe is removed in the pipe
tilting pit and transported to the flux
separator by bucket elevator. (Missing One
Conveyor)
1.5.2 Hydraulic Power Source
Three Xxxxxxxxx-Xxxx two-stage motor pumps, 7 1/2 HP, 40
GPM at 130 psi Model No. 1-MRVN and two Xxxxxx
Xxxxxx high pressure triplex pumps, Model 336P
with 4.44:1 gear ratio, driven by 125 HP, 1800
RPM, 440/3/60 Westinghouse motors, Frame No.
445-US rated for 61 GPM at 3180 psi. Low
pressure pumps feed into two accumulators rated
at 150 psi, capacity 625 gallons each. (Missing
Pumps and Motors)
1.5.3 Hydraulic Pipe Clamping Equipment
West end of the pipe is clamped in a fixed type end
clamp. The remainder of the pipe is clamped with
nine 8" bore x 10 1/2" stroke hydraulic
cylinders, trunnion mounted at the head end,
connected through a linkage to each end of a
steel clamp band and secure each pipe during
seam welding.
1.6 Outside Seam Welders
Four automatic triple submerged arc, unionmelt process, A.C. welders mounted on
a driven carriage, are driven on a "Vee" rail and have the same motor
and gear reducer as the 5 inside seam welders. Double rack and pinion
drive is also used. The Equipment is designed to weld 20" through 40"
diameter pipe. Each welding machine consists
1-4
21
of the following: three Linde weld wire feed motors, Type DS-H, Part No.
25V26 with #15 gear train; three weld payoff reels, 200# capacity each;
three CWS built weld heads adjustable vertically and transversely; three
Westinghouse welding transformers, A.C. primary voltage 440, primary
current 190 amps, single phase, welding current 1,500 amps, 1 hour
continuous load, volts 40, 60 KW at rated load, with Linde controls Nos.
UEC-1 and UEC-6.
1.6.1 Flux System
Two Cyclone assemblies consisting of two invincible 7 1/2 HP vacuum
generators and cyclones, magnetic separators, vibrating conveyor
and flux blender are provided for recovery. Unfused flux is
picked up by a weld carriage mounted vacuum system off the
cyclone and recirculated into the system.
1.6.2 Carriage Drive System
A Reliance 5 HP D.C. adjustable speed motor frame 0000, Xxxxxx Xxxxxxx,
gear reducers 30:1 ratio Type O Size 50 hypower and double rack
and pinion transmission system are provided. Weld carriage track
is a "Vee" rail on both sides and power tracks are provided for
weld power, electrical drive power flux vacuum pickup air for
scale blowing and ground wire for welder carriage.
1.6.3 Pipe Handling Equipment
One set of pipe turning rolls consisting of a driven and an idler boggie
wheel pipe rotator. Each unit is raised and lowered by a 10"
bore, 4" stroke air cylinder and driven roll powered by a Xxxxx
Bros. Xxxxx Xxxxx gearmotor #33A-203 Type IX, rated 1 HP, and
16.5 RPM output with a Xxxxxxx brake #H.B. 2A. One set of pipe
elevating ground shoe saddles tooled with spacers for 00", 00",
00", 00", 00", 00", 00", 00" and 40" diameter pipe. Each saddle
is elevated by a 4" bore, 27" stroke hydraulic cylinder with 6"
rod extension.
1.7 Hydraulic Expander
Consolidated Western designed and built for expanding and hydro-testing large
diameter pipe in 40'-6" to 30'-7" lengths, wall thickness to 3/4"
maximum and grades to X-60. Machine has sixteen pipe holding die halves,
each die tooled for processing 00", 00", 00", 00", 00", 00", 00", 00",
and 40" pipe. Pipe is mechanically rolled into open dies, power end
cylinder engage pipe forcing opposite end onto the internal belling ring
seal. Pipe is filled and dies locked. Expand pressure is applied forcing
pipe
1-5
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against dies, pressure is reduced to hydrotest pressure with end dies
lowered during test.
1.7.1 Expander Pipe End Preparation
1.7.1.1 End tabs are removed automatically by a horizontally
rotating framed roll mounted in Conveyor Line L-17 at
Column Row 20. Pipe is automatically positioned, with
the seam at bottom, by a set of pipe turning rolls and a
feeler limit switch, all located in Conveyor Line L-17.
Conveyor then reverses driving east end tab into breaker
removing same, pipe is then kicked onto expander
preparation skid.
1.7.1.2 Inside weld seams are chipped smooth to contour of pipe,
a distance of 4" from each pipe end, manually, by two
chippers. Pipe is held on two sets of double pipe
escapements, each station having a driven set of pipe
positioning rolls. Pipe is then moved to an end grinding
station, located in Conveyor L-30, at Column Row 17,
where a single grinder manually smooths the area where
end tab was located. Powered set pipe positioning rolls
constitutes the Equipment at this station.
1.7.2 Pipe Washer
Located immediately ahead of the expander entry, pipe is automatically
internally washed. Pipe rolls into a double escapement where a
set of powered pipe rotators pick the pipe off the skids and
rotate while a fire nozzle washes pipe clean. Limit switches,
operating in conjunction with solenoid control valves,
automatically state and stop the cycle.
1.7.3 Pipe Handling Equipment
Conveyor L-23 is designed to end position and rotate incoming pipe to
the proper position prior to entering the expander. A
combination lift and metering escapement then sets the pipe in
position to enter the expander. A pipe letdown assembly stops,
holds, and lowers pipe onto expander exit skids.
1.7.4 Hydraulic Equipment
1.7.4.1 High Pressure Pumps
1-6
23
Four Kobe motor pumps, pump Frame No. 3CRE, 236.5 RPM, 20.6 GPM
output at 3000 psi, with 40 HP, 1200 RPM, 440/3/60
electrical motor; 3 Kobe motor pumps, pump Frame No.
3CRE, 322 RPM, 28.05 GPM output at 3000 psi, with 40 HP,
1200 RPM, 440/3/60 electrical motor; 2 Kobe motor pumps,
pump Frame No. 3CRE, 266 RPM, 23.1 GPM at 3000 psi, with
40 HP, 1200 RPM, 440/3/60, electrical motor. (Missing 3
Motors and Pumps)
1.7.4.2 Fill Pumps
Four Worthington motor pumps, pump No. 8L1-2500 GPM at 50' TDH,
with 40 HP, 1800 RPM, 440/3/60 electrical motor.
1.7.4.3 Accumulators
One low pressure fill accumulator 11,000 gallon capacity, rated
at 100 psi; one medium pressure air ballast accumulator
160 gallon usable capacity, 1900 gallon total capacity,
3000 psi working pressure; two high pressure air ballast
accumulators, one 160 gallon capacity usable, 1900
gallon total, 3000 psi working pressure, one 95 gallon
usable capacity, 1150 gallon total capacity, 3000 psi
working pressure; one filter water supply tank 1750
gallon capacity; one low pressure air ballast prefill
accumulator 2200 gallon capacity, 150 psi working
pressure; one expand water storage tank 63,000 gallon
capacity.
1.7.5 Hydraulic Power Equipment
1.7.5.1 Main power cylinder 43" bore, 6'-6" stroke with 20"
diameter rod, 5000 psi hydraulic cylinder.
1.7.5.2 Die hoist cylinders, 16 units, 5 1/2" bore, 5'-1 3/4"
stroke, 1500 psi custom built hydraulic cylinders.
1.7.5.3 Die lock bar cylinders, 8 assemblies, each with 7" bore,
8" stroke, 1000 psi hydraulic cylinder, mounted between
a double guide shaft and yoke assembly.
1.7.5.4 Stripper cylinders fill end only, four 4" bore, 3"
stroke, hydraulic cylinders.
1-7
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1.7.5.5 Hydraulic intensifier cylinders, two 16 1/2" bore, 50
1/2" stroke units, with 11 7/8" rod, 5000 psi working
pressure.
1.7.5.6 Hydraulic ratio cylinder, 5000 psi working pressure, 16
1/2" bore, 65" stroke, with 6 1/2" diameter rod and rod
sleeve inserts of various outside diameters for proper
output pressures when processing 00", 00", 00", 00",
00", 00", 00", 00", and 40" pipe.
1.8 Pipe End Facing
Two Consolidated Western designed and built rotary pipe end facing machines
tooled for processing 00", 00", 00", 00", 00", 00", and 40" diameter
pipe. The machines have a fixed centerline, with adjustable height
conveyors, to compensate for the various pipe sizes. Rotating tool
holding arm contains two Carbide insert type cutting tools located
180(0) apart. Each xxxxx consists of the following components:
1.8.1 Drive Assembly
Rotating cutting heads driven by 50 HP, 1800 RPM, 440/3/60 electrical
motor on Frame No. 405, with a solenoid operated magnetic brake,
160# foot torque, Xxxxxx-Xxxxxx Type 105, bored for 1 7/8"
diameter shaft. Xxxxx Bros. helical gear reducer ratio 28.6:1,
Size 20 M.D. with special 7" diameter output shaft. (Missing 50
HP motor and magnetic brake)
1.8.2 Hydraulic Equipment
A single 5" bore, 6" stroke, hydraulic cylinder controlled by 1/2"
Xxxxxxx traverse control valve #C-1237-K, moves end face machine
through the facing cycle. A single 7" bore, 19" stroke,
hydraulic cylinder powers the end xxxxx pipe clamp arms. Three
Xxxxxxx two-stage pumps, 23.45 GPM at 250 psi and 4.7 GPM at
1000 psi, Model No. VC-138-A-30B-4, mounted on 150 gallon
capacity tank and driven by 5 HP, 1200 RPM 440/3/60 electric
motor, Frame No. 284, provide high pressure hydraulic medium.
1.9 Pipe Weighing and Measuring
A CWS designed and built electronic scale consisting of a structural weigh
bridge, 21'-11 1/2" long, mounted on four load cells Xxxxxxx No. C3P1,
capacity 10,000# each. Xxxxxxx electronic weight indicator with nixie
light readout, 15,000# maximum capacity, graduated in 10 pound
increments. Length measuring Equipment consists of manually read and
positioned tape.
1-8
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1.10 Pipe Repair Facilities
1.10.1 I.D. Weld Repair
One semi-automatic submerged arc portable welder, Lincoln
#S-7059, 440/3/60, Serial No. A-241808, with 600 amp
power source. (Missing one conveyor)
1.10.2 O.D. Weld Repair
Four portable welding machines, three 400 amp Lincoln units and
one 300 amp G.E. unit, operated by hand arc welders at
two welding stations, constitute O.D. weld repair
facilities. (Missing machine)
1.10.3 Pipe Burn-Off
Designed,rotating pipe burn-off units, for cutting 20" to 40"
pipe, each machine consists of a structural frame
mounted on four 2-ton Duff Norton jacks, with guide
rods, for centering the burn-off machine. A plasma arc
cutting torch mounted on a rotating face plate, are
driven by a Xxxxxxx adjustable speed drive #HAS-1, with
a 30:1 speed variation ratio and an output speed range
of 55 to 1680, through a Xxxx speed reducer #400, ratio
50:1, Type AD. These units use the same control, power
supply and torch as the small mill.
1.11 Inspection Facilities
1.11.1 Plate Ultrasonic Inspection Equipment (Missing)
1.11.2 Preliminary visual inside weld seam inspection station,
located on Skids L-6, consists of a set of double pipe
escapements and a set of powered pipe rotating rolls
with decking at each pipe end to permit inspector access
to pipe.
1.11.3 Preliminary visual outside weld seam inspection station,
installed at Skids L- 10, contains a set of double pipe
escapements, set of powered pipe rotating rolls, and
decking full length of pipe.
1.11.4 Pipe end x-ray station, installed in Conveyor L-20
adjacent to Column Row 12, consists of a General
Electric industrial x-ray unit, Model DX-175, 12 MA
continuous duty, with one x-ray tube head and one 7 1/2"
KVA transformer. X-xxx xxxxx 7'-0" x 8'-0" structural
steel with 3/16" lead sheeting. X-ray dark room,
structural steel frame building 12' x 6' x 8' high,
furnished with a Pakorol XM automatic x-ray film
processor and dryer
1-9
26
complete with chemical filtration device, two 25 gallon
replenisher tanks, and automatic replenish and
temperature control.
1.11.5 Two fluoroscopic inspection facilities, installed
parallel to Conveyor L-20, between Col. 4 and 12. Each
contains a movable operator cubicle, structural steel
framed with lead sheathing and glass 10'-4" x 5'-10",
7'-0" high; one 42-foot boom holding a Picker image tube
assembly #3515H and an image amplifier tube No. T4ON-3
with 8 3/4" input phosphor; one pipe moving and handling
carriage with turning rolls, letdowns, kickers, and
driven by a Xxxxx Xxxxx adjustospede drive, Type
COGX-ACM, 7 1/2" HP and Xxxxx Xxxxx gear reducer Line
"A" gear Frame No. 424, 38.4:1 ratio, through a cable
drum with an endless cable; Picker 150 KV industrial
unit, Cat. No. 6157B with KL-1 control, #3373B starter,
#585G transformer, four T40G-2P valve tubes, one #3516B
power supply, and one #45765 SKVA stabilizer.
1.11.6 Company final inspection station, located on Skid L-12,
immediately north of Conveyor L-18, contains turning
rolls and escapements with overhead fluorescent lights
at two stations, one for inside seam final visual
inspection and one for outside seam final inspection.
1.11.7 Customer Inspection Station (Missing)
1.12 X. X. Pipe Shipping (Not Included)
1.13 Internal Pipe Coating
Coating is performed by an outside Agreement or who sets up on Skids
Nos. L-17 and L-18 (Skids Missing). Pipe is delivered by Geneva
to painting entry skid on Conveyor L- 25. The Equipment
includes: Xxxxxx Type Building 60'-0" x 240', 15 feet to square;
pipe cleaning Equipment consists of boom-mounted rotating
brushes, with detergent saturated steam as cleaning medium.
Clear water rinse completes cleaning process, force air heaters
dry the pipe, boom-mounted rotating paint spray head applies the
internal coating full length of each pipe joint.
1.14 X.X. Pipe Mill EOT Cranes (Not Included)
1.15 Conveyors and Skids
1.15.1 X.X. pipe conveyors are of two types, South San
Francisco with hourglass idlers, and Xxxxx Bros. with
Xxxxxxx type idlers. South San Francisco type conveyor
contains channel mounted hourglass idler conveyor rolls
with drive assembly composed of 1 1/2HP, 1750 RPM,
440/3/60 motor on Frame No.
1-10
27
204, and a 30:1 speed reducer chain driven to a 16 x 400
solid rubber tire, 25 RPM output. Drive assembly is base
plate mounted, hinged at one end and hung from spring
mounted bolts at opposite end. Total conveyor footage of
this type 1350 X.X.
Xxxxx Bros. type conveyor contains 2430 L.F. consisting of
Xxxxxxx type flat roll idlers, each idler assembly
containing two rolls, base mounted to form a "Vee"
trough with 140(0) included angle, Drive assembly is
composed of 2 HP Xxxxx Bros. electric motors, 1735 RPM,
440/3/60 TEFC with a worm gear reducer, 56 RPM output.
Two half-hourglass drive rolls completes the assembly.
1.15.2 X.X. skids, constructed from "I" beams welded to "I"
beam posts, pipe is stored or rolled on two parallel
skids spaced approximately 23 feet apart, these form a
set of skids. Total footage of skid sets in the X.X.
pipe area 1740 feet.
Note: No Tooling or Parts available for making 33" O.D. pipes.
A.2 SPARE PARTS
All available spare parts applicable to the EQUIPMENT that are existing
at the plant at the time this Agreement is entered into by the parties.
A.3 TECHNICAL DOCUMENTATION
All drawings, operating manuals and production and maintenance records
in SELLER's possession pertaining to the EQUIPMENT that are existing at the
plant at the time this Agreement is entered into by the parties.
1-11
28
MAIN DRAWING LIST
Pipe Equipment and X-Ray
Unstacker
Pipe Conveyors and Skids Hydraulic Systems #1, #2, #3
Accumulators
Turning Rolls from Other Plants
Plate Planer - Maywood
Plate Planer - So. San Francisco
Plate Puller - So. San Francisco
U-ing Press
O-ing Press
Tack Welder
Seam Welder
Flux Recovery
Changeover Equipment
Seam Welder
Hydraulic Expander
Plate and Pipe Driers
End Facers
Oxy-Acetylene Pipe Cutoff
Weighing and Measuring Equipment
Round Seam Welder
Changeover Equipment
Spare Parts
Scrap Handling
Large Diameter - General
Plate Xxxxxx
End Tab Forming and Receiving Bay Plate Shear
End Tab Removal
and O.D. Weld Repair
Pipe Inspection Equipment
Strain Aging
Plate Inspection and Repair
Scale Removal Hammer
Proposal Drawings
1-12
29
ADDITIONAL DRAWINGS
PMP261 A X. X. Pipe Mill I.D. & O.D. Welder Machine
PMP291 D X. X. Pipe Mill Forming Area "U"-ing Press Rocker
Detail of long inserts
PMP307 D X. X. Pipe Mill Final Inspection Area Cat Walk Col #7 to
Col #10 on E Row Plan & Elevation
PMP308 D X. X. Pipe Mill Final Inspection Area Cat Walk Col. #7 to
Col. #10 on E Row, Details & Section
PMP309 D X. X. Pipe Mill Final Inspection Area Car Walk Co. #7 to
Col. #10 on E Row, Detail & Plan
PMP321 D X. X. Pipe Mill Hydraulic Power Pump Station, Hydraulic Oil
Filter Unit Assembly
PMP322 D X. X. Pipe Mill Hydraulic Power Pump Station, Hydraulic Oil
Filter Unit Casing Weldmet
PMP323 C X. X. Pipe Mill Hydraulic Power Pump Station, Hydraulic Oil
Filter Unit, Casing Detail
PMP324 B X. X. Pipe Mill Hydraulic Power Pump Station, Hydraulic Oil
Filter Unit, Stand Pipe Detail
PMP325 B X. X. Pipe Mill Hydraulic Power Pump Station, Hydraulic Oil
Filter Unit, Baffle Plates Detail
PMP356 D X. X. Pipe Mill Primary Flow Diagram, Pipe Processing,
Geneva Pipe Mill
PMP404 D X. X. Pipe Mill Plate Edge Planer, Plate Aligning
Hydromotor, Motor Body Detail
PMP100 B X. X. Pipe Mill Tacking Jig, Spiral Can Indicator, Detail
of Scale
PMP101 B X. X. Pipe Mill Tacking Jig, Spiral Can Indicator, Sliding
Pointer Detail
PMP102 B X. X. Pipe Mill Plate Edge Planer, Underside Deburring
Tool, 1 x 1 1/2x 0" Xxxx Xxxxxx C
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30
PMP103 B X. X. Pipe Mill, I.D Welders, Meter Panel
PMP104 D X. X. Pipe Mill Inside Seam Welders, Welder Head Assembly
PMP105 D X. X. Pipe Mill Inside Seam Welders, Welder Head and Flux
Xxxxxx, Detail
PMP106 D X. X. Pipe Mill Inside Seam Welders, Rod Feed Motor
Platform & Boom Extension, Detail
PMP107 B X. X. Pipe Mill Inside Seam Welders, Nozzle Block, Detail
PMP108 B X. X. Pipe Mill Inside Seam Welders, Nozzle Block Holder,
Detail
PMP109 B X. X. Pipe Mill Inside Seam Welders, Trail Nozzle Block Bus
Bar, Detail
PMP110 B X. X. Pipe Mill Inside Seam Welders, Lead Nozzle Block Bus
Bar, Detail
PMP111 B X. X. Pipe Mill Inside Seam Welder, Lead & Trail Wire Guide
Block, Detail
PMP112 B X. X. Pipe Mill Inside Seam Welders, Guide Wheel Mounting,
Bracket, Detail
PMP113 B X. X. Pipe Mill Inside Seam Welder, Nozzle & Bus Bar,
Insulations, Detail
PMP114 B X. X. Pipe Mill Inside Seam Welder, Misc. Parts, Guide
Wheel, Details
PMP115 B X. X. Pipe Mill Inside Seam Welders, Nozzle Block Holder
and Bus Bar Assembly
PMP116 B X. X. Pipe Mill Inside Seam Welders, Un-fused Flux Nozzle,
Detail
PMP117 B X. X. Pipe Mill Inside Seam Welder, Lead & Trail Wire Guide
Block Assembly
PMP124 B X. X. Pipe Mill Inside Seam Welders, Meter Panel, Hole
Covers
PMP125 A X. X. Pipe Mill Inside & Outside Seam Welders, Leghi Crack
Test, Test Plate
PMP157 B X. X. Pipe Mill Flux Pick-up Nozzle, O.D. Welders, Detail
PMP158 D X. X. Pipe Mill Flux Pick-up Nozzle, I.D. Welders, Detail
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31
PMP162 A X. X. Pipe Mill I.D. & O.D. Welder Nozzle, Detail
PMP217 B X. X. Pipe Mill I.D. & O.D. Welders, Commericas Iossum Pump
Duct Filter, Detail
PMP218 B X. X. Pipe Mill O.D. Welder, Flux Conveyor System, 8 x 4
Pan Side Board
PMP219 D X. X. Pipe Mill Inside Seam Welders, Unfused Flux Recovery
System, Modification
PMP220 D X. X. Pipe Mill Inside Seam Welders, Unfused Flux Recovery
System, Separator Support Frame
PMP221 D X. X. Pipe Mill Outside Seam Welders, Ground Contact Shoe -
Bus, Detail
PMP222 D X. X. Pipe Mill Outside Seam Welders, Insulated Ground Shoe,
Installation
PMP226 A X. X. Pipe Mill, Pipe Marking Stencil, Neill Price
International Inc., Stencil Detail
PMP227 D X. X. Pipe Mill X-Ray Inspection, X-Ray Core, Detail
PMP231 D X. X. Pipe Mill Pipe Marking Stencil, National Iranian Oil
Co., Export Order
PMP232 A X. X. Pipe Mill I.D. & O.D. Welder Nozzle, Carbide Insert
Wire Guide, Detail (Ref. PMP152)
PMP233 A X. X. Pipe Mill Pipe Marking Stencil, National Iranian Oil
Co., Neill Price Export Order
PMP237 D X. X. Pipe Mill I.D. Welding Machines, Flux Dust Disposal
Conveyor, General Layout
1-15
32
EXHIBIT A
TO
AGREEMENT FOR PURCHASE AND SALE
Environmental Provisions
BUYER acknowledges that it understands that the Premises are located on
the site of a steel manufacturing facility and that the Premises may have
involved the use of Hazardous Materials. In dismantling and removing the
EQUIPMENT, BUYER shall comply with all applicable federal, state and local laws,
rules and regulations and shall comply with all applicable Environmental Laws,
as hereinafter defined, concerning Hazardous Material, as hereinafter defined.
1. Upon BUYER's knowledge, BUYER shall immediately advise SELLER in
writing of (i) any and all Environmental Liabilities and Costs imposed on BUYER,
(ii) the presence of any Hazardous Materials on, under or about the Premises,
and (iii) copies of all communications with any person or federal, state and
local governments or agencies relating any legal proceedings, action, claim,
suit, administrative proceedings, or other governmental action relating to any
noncompliance with any Environmental Laws.
2. BUYER shall promptly take any and all necessary remedial action in
response to the storage, use, disposal, transportation, discharge, or release of
any Hazardous Materials by BUYER on, under or about the Premises; provided
however, that BUYER shall first obtain SELLER's approval of any proposed
remedial action. In the event BUYER undertakes any such remedial action, it
shall conduct and complete such remedial action: (i) in compliance with all
applicable federal, state and local laws, regulations, rules, ordinances and
policies and any applicable Environmental Laws; (ii) to the satisfaction of
SELLER; and (iii) in accordance with the orders and directives of all federal,
state and local governments or agencies.
3. BUYER shall defend, indemnify and hold SELLER harmless from and
against any and all actual or potential claims for any Environmental Liabilities
and Costs to the extent that such are caused by the actions of the Buyer,
including but not limited to any use, handling, production, transportation,
disposal or storage of any Hazardous Materials in or on the Premises by BUYER or
its agents, assigns, invitees, contractors or representatives, or any person
acting with the consent of BUYER. In addition, BUYER agrees that in the event
any Hazardous Material brought upon the Premises by BUYER or its agents,
assigns, invitees, contractors or representatives, is caused to be removed from
the Premises, the number, or other designation, assigned by BUYER, or any
federal, state or local governments or agencies, for such Hazardous Material
shall be solely in the name of BUYER and BUYER shall assume any and all
liability for such removed Hazardous Material. BUYER's liability to SELLER shall
arise upon the earlier to occur of (a) discovery of any release of any Hazardous
Materials on, under or about the Premises or (b) the institution of any claims
for any Environmental Liabilities and Costs, and not upon the realization of
loss or damage, and BUYER agrees to pay to SELLER from time to time, immediately
upon SELLER's request, an
A-1
33
amount equal to such Environmental Liabilities and Costs, as reasonably
determined by SELLER, subject to the final determination of any dispute or
proceeding undertaken by BUYER in good faith to contest imposition of such
expenses by governmental authorities. SELLER shall have the right to join and
participate in, as a party if it so elects, in any legal or administrative
proceedings or actions relating to BUYER's activities or occupancy or use of the
Premises initiated in connection with any Environmental Liabilities and Costs
and each party shall pay its own attorneys' fees in connection therewith. Except
as provided in this Contract, neither party is relieved from any responsibility
or liability under any applicable Environmental Law.
4. As used herein, (a) "Environmental Law" means all federal, state and
local laws, statutes, ordinances and regulations, now or hereafter in effect,
and in each case as amended or supplemented from time to time, and any judicial
or administrative interpretation thereof, including, without limitation, any
judicial or administrative order, consent decree or judgment, relating to the
regulation and protection of human health, safety, the environment and natural
resources, (b) "Hazardous Material" means any radioactive, hazardous or toxic
substances, material, waste or similar term, including, but not limited to,
petroleum and petroleum products, the presence of which at the Premises or the
discharge or emission of which from the Premises, or the use, generation,
manufacture, collection, storage, treatment, disposal or transportation of
which, is regulated by any Environmental Law, (c) "Remedial Actions" means all
actions required or voluntarily undertaken to (i) clean up, remove, treat or in
any other way detoxify or address Hazardous Materials; (ii) prevent the release
or threatened release or minimize the further release of Hazardous Materials so
that they do not migrate or endanger or threaten to endanger public health or
welfare, natural resources, or the environment; or (iii) perform pre-remedial
studies and investigations and post-remedial monitoring and care, and (d)
"Environmental Liabilities and Costs" means any liabilities, obligations,
responsibilities, Remedial Actions, losses, damages, punitive damages,
consequential damages, treble damages, costs and expenses (including, without
limitation, all fees, disbursements and expenses of counsel, experts and
consultants and costs of investigation and feasibility studies), fines,
penalties, sanctions and interest incurred as a result of any claim or demand by
any person (including, but not limited to, any federal, state or local
governments or agencies), whether based in contract, tort, implied or express
warranty, strict liability, criminal or civil statute, including, without
limitation, any portion thereof arising under any Environmental Law, permit,
order or agreement with any person or federal, state or local governments or
agencies, and which relate to any environmental, health or safety condition of
the Premises, or activities of BUYER (or its agents, assigns, invitees,
contractors, representatives, or other persons for whom they may be legally
responsible), past, present or future, except to the extent any such condition
is shown to be due to the activities of a party or parties other than BUYER (or
its agents, assigns, invitees, contractors, representatives, or other persons
for whom they may be legally responsible).
A-2
34
EXHIBIT B
TO
AGREEMENT FOR PURCHASE AND SALE
Insurance Provisions
BUYER shall, as a part of the Contract Price and without limiting its
obligations or liabilities hereunder, obtain and maintain during the term of
this Contract or longer, as may be indicated below, the following insurance
coverages with limits not less than those shown below with a company or
companies authorized to do business in Utah and acceptable to SELLER and under
forms of policies satisfactory to SELLER:
1. Workers' Compensation and Employer's Liability Insurance. Workers
compensation insurance shall be provided covering all employees of BUYER
directly or indirectly engaged in any activities in connection with this
Contract in accordance with all statutory requirements (whether now existing or
hereafter imposed) of all states with jurisdiction over such employee-employer
relationship. Such insurance shall be written for the required statutory
amounts. In addition, employer's liability insurance, including occupational
disease coverage, shall be provided with the following policy limits and shall
include broad form other states and voluntary compensation endorsements
(references are to standard Insurance Services Office current forms):
$1,000,000 Each Accident - Bodily Injury by disease
$1,000,000 Policy Limit - Bodily Injury by disease
$1,000,000 Each Disease - Bodily Injury by disease
2. Commercial General Liability Insurance. A 1988 ISO commercial general
liability insurance policy shall be provided on an occurrence basis with the
following annually renewing policy limits and the following terms and coverage:
(a) no deductible and coverage limits of $2,000,000 for bodily
injury and property damage per occurrence, $2,000,000 general aggregate.
(b) providing coverage up to the policy limits for all sums
which the insureds shall become legally obliged to pay for damages because of
bodily injury (including death at any time resulting therefrom) sustained by any
person or persons or because of damage to or destruction of property caused by
an occurrence or accident arising out of any operations carried on in connection
with this Contract.
(c) including blanket coverage for broad form contractual
liability for the Work.
(d) including the following coverage endorsements (references
are to standard Insurance Services Office current forms):
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35
(1) Blanket X, C and U Coverage;
(2) Premises-Operations Liability;
(3) Products and Completed Operations Liability
for a period of not less than three (3)
years after final acceptance of the Work;
(4) Owner's and Contractor's Protective Liability;
(5) Employers Liability;
(6) Non-Owned Automobile Liability;
(7) Bodily injury and property damage;
(8) Elevators;
(9) Broad form contractual liability and broad form property
damage;
(10) Fire legal liability; and
(11) Personal injury (deleting employee and contractual
exclusions)
3. Comprehensive Automobile Liability Insurance. A comprehensive
automobile liability policy shall be provided on a standard form providing
coverage for bodily injury, property damage and uninsured vehicles for all
occurrences whether occurring at the SELLER Works or elsewhere. The limit of
liability shall not be less than $1,000,000.00 combined single limit for bodily
injury and property damage per occurrence. Such insurance shall cover the use of
all owned, non-owned. and hired vehicles used in connection with the Work.
4. Excess Liability Insurance. An excess liability insurance policy
will be provided following the form of the insurance policies provided for in
the immediately foregoing Sections 1, 2 and 3, subject to a limit of not less
than $5,000,000 per occurrence and annual aggregate limits.
5. Additional Insured; Waiver of Subrogation. The policies required by
the immediately foregoing Sections 1 (employer's liability only), 2, 3, and 4
shall provide that SELLER is an additional insured thereunder and that said
policies are primary without right of contribution from SELLER or any insurance
otherwise maintained by SELLER. All BUYER's policies of insurance (except for
the workers compensation insurance required by Section 1 of the Contract), shall
be endorsed to include a complete waiver of subrogation in favor of SELLER.
B-2
36
6. Cross-Severability Clause. The policies required by this Exhibit
shall be endorsed to state that the inclusion of more than one insured under
such insurance shall not operate to impair the rights of one insured against
another insured and (except for the applicable aggregate policy limits) the
coverage afforded by each insurance policy shall apply as though a separate
policy had been issued to each insured.
7. Subcontractor Insurance. Unless otherwise agreed in writing by the
parties hereto, BUYER shall require each of its Subcontractors to provide
insurance at levels and coverage similar to that set forth above and to provide
evidence of the same to SELLER prior to entering the Premises.
8. Cancellation of Insurance. Each insurance policy required by this
Exhibit shall be endorsed to state that coverage shall not be suspended,
amended, voided, cancelled, reduced in coverage or in limits except after thirty
(30) calendar days prior written notice by certified mail, return receipt
requested, has been given to SELLER.
B-3
37
EXHIBIT C
TO
AGREEMENT FOR PURCHASE AND SALE
Xxxx of Sale
XXXX OF SALE
THIS XXXX OF SALE is made and entered into effective as of the _____
day of _________, 1999 by GENEVA STEEL COMPANY, Debtor and Debtor in Possession,
("Seller"), in favor of MITSUBISHI INTERNATIONAL CORPORATION ("Buyer").
WITNESSETH:
Concurrently with the execution and delivery of this Xxxx of Sale,
Seller is conveying to Buyer certain specific assets owned by Seller, upon the
terms and conditions set forth in that certain Agreement for Purchase and Sale
of Large Diameter Pipe Mill (the "Agreement") dated as of June 21, 1999 between
Buyer and Seller.
NOW, THEREFORE, FOR TEN DOLLARS ($10.00) and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
Seller hereby agrees as follows:
1. Definitions. Capitalized terms used in this Xxxx of Sale shall have
the same meaning ascribed to them in the Agreement unless otherwise specifically
indicated herein.
2. Conveyance. Seller hereby grants, bargains, sells, assigns, conveys
and transfers to Buyer all of Seller's right, title, claim and interest in and
to the EQUIPMENT described in Section 1.1 of the Agreement.
3. NO WARRANTIES. THE EQUIPMENT IS BEING SOLD "AS IS" AND "WHERE IS" IN
ALL RESPECTS. EXCEPT AS SPECIFICALLY PROVIDED IN THE AGREEMENT, SELLER MAKES NO
WARRANTIES OR REPRESENTATIONS WHATSOEVER REGARDING THE PREMISES OR THE
EQUIPMENT, OR ANY OTHER MATTER IN ANY WAY RELATED TO THE PREMISES OR THE
EQUIPMENT, INCLUDING, BUT NOT LIMITED TO, MERCHANTABILITY, FITNESS FOR A
SPECIFIC USE, TITLE TO THE EQUIPMENT (EXCEPT AS SET FORTH IN SECTION 6.2 OF THE
AGREEMENT), EXISTENCE (EXCEPT AS CONTEMPLATED IN SECTION 1.1 OF THE AGREEMENT),
UTILITIES, ABILITY TO DISMANTLE OR TRANSPORT THE EQUIPMENT, OPERATIONAL
CAPABILITY, USE, VALUE OR CONDITION (ENVIRONMENTAL AND OTHERWISE) OF THE
EQUIPMENT. BUYER HAS INSPECTED THE EQUIPMENT AND IS OF SUFFICIENT
SOPHISTICATION, TECHNICAL EXPERTISE AND FINANCIAL ABILITY TO EVALUATE THE MERITS
OF THE PURCHASE OF THE EQUIPMENT.
C-1
38
OTHER THAN AS SPECIFICALLY PROVIDED IN THIS AGREEMENT, BUYER IS NOT RELYING ON,
AND HEREBY SPECIFICALLY WAIVES ANY CLAIM OF LIABILITY BASED ON, ANY STATEMENT,
REPRESENTATION, WARRANTY, PROMISE, COVENANT, OR UNDERTAKING BY SELLER OR ANY
OTHER PERSON REPRESENTING OR PURPORTING TO REPRESENT SELLER IN CONNECTION WITH
THE EQUIPMENT OR THE PREMISES.
4. Successors and Assigns. This Xxxx of Sale shall inure to the benefit
of Buyer, its successors and assigns, and shall be binding upon Seller, and its
successors and assigns.
5. Applicable Law. This Xxxx of Sale shall be construed, enforced and
interpreted in accordance with the laws, excluding the choice of law rules, of
the State of Utah.
6. Entire Agreement. This Xxxx of Sale, together with the Agreement,
constitute the entire understanding between the parties hereto with respect to
the subject matter hereof and supersede all negotiations, representations, prior
discussions and preliminary agreements between the parties hereto relating to
the subject matter hereof.
7. No Merger. Nothing contained in this Xxxx of Sale is intended to, or
shall, in any way effect a merger, elimination, modification, or termination of
any covenant, undertaking, representation or warranty or other matter set forth
in the Agreement.
IN WITNESS WHEREOF, Seller has executed this Xxxx of Sale as
of the date first written above.
"SELLER":
GENEVA STEEL COMPANY,
Debtor and Debtor in Possession
By: \s\ Xxx X. Xxxxxxx
---------------------------------------------
Xxx X. Xxxxxxx
Executive Vice President
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