Exhibit 99.2
AMENDMENT NO. 4 TO CREDIT AGREEMENT
This AMENDMENT NO. 4 TO CREDIT AGREEMENT (this "Amendment") is entered
into as of September 28, 2001 among GENEVA STEEL LLC, a Delaware limited
liability company ("Borrower"), each Lender signatory hereto (each, together
with its successors and permitted assigns, a "Lender"), and CITICORP USA, INC.,
acting as agent for itself and the other Lenders (in such capacity, "Agent").
Unless otherwise specified herein, all capitalized terms used in this Amendment
shall have the meanings ascribed to them in the Credit Agreement (as hereinafter
defined).
W I T N E S S E T H:
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WHEREAS, the Borrower, the Agent, the Issuer and the Lenders are party
to a Credit Agreement dated as of January 3, 2001 (as amended, supplemented,
restated or otherwise modified from time to time, the "Credit Agreement");
WHEREAS, the parties to the Credit Agreement desire to amend the Credit
Agreement as herein set forth;
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
ARTICLE I
AMENDMENTS TO THE CREDIT AGREEMENT
SECTION 1.01. AMENDMENTS TO THE CREDIT AGREEMENT. Subject to
the satisfaction of the conditions precedent set forth in Article II hereof, the
Credit Agreement is hereby amended as follows:
(a) Amendment to Section 1.1. The definitions of "Availability
Figure", "Inventory Availability Sublimit" and "O/S Amount" set forth in Section
1.1 of the Credit Agreement are hereby amended and restated in their entirety as
follows:
"Availability Figure" means the amount set forth
below for the applicable time period:
AMOUNT TIME PERIOD
$32,000,000 September 29, 2001 through October 6, 2001
$31,500,000 October 7, 2001 through October 13, 2001
$31,000,000 October 14, 2001 through October 20, 2001
$30,500,000 October 21, 2001 through October 27, 2001
$30,000,000 October 28, 2001 through November 3, 2001
$30,000,000 November 4, 2001 through November 10, 2001
$30,000,000 November 11, 2001 through November 17, 2001
$30,000,000 November 18, 2001 through November 24, 2001
$30,000,000 November 25, 2001 and thereafter
"Inventory Availability Sublimit" means $75,000,000.
"O/S Amount" means the amount set forth below for the
applicable time period:
AMOUNT FOR THE WEEK ENDING
$12,000,000 October 6, 2001
$8,000,000 October 13, 2001
$6,000,000 October 20, 2001
$6,000,000 October 27, 2001
$4,000,000 November 3, 2001
$4,000,000 November 10, 2001
$2,000,000 November 17, 2001
$2,000,000 November 24, 2001
zero ($0) December 1, 2001 and thereafter
(b) Amendment to Section 2.12. Section 2.12 of the Credit
Agreement is hereby amended by adding at the end thereof a new paragraph (d) as
follows:
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(d) December 31, 2001 Fee. In the event that this
Agreement has not on or prior to December 31, 2001 been repaid
in cash in full pursuant to a refinancing of the Facility,
Borrower agrees to pay to the Agent, for the benefit of the
Lenders, an amount equal to 0.125% of the amount of the
Revolving Credit Commitments on December 31, 2001.
(c) Amendment to Section 5.5. Section 5.5 of the Credit
Agreement is hereby amended and restated in its entirety as follows:
SECTION 5.5 MAINTENANCE OF TANGIBLE NET WORTH. So
long as Net Outstandings are greater than the O/S Amount, the
Borrower will maintain a Tangible Net Worth greater than or
equal to (a) the Borrower's Tangible Net Worth as of the
Effective Date less (b) $81,000,000.
ARTICLE II
CONDITIONS PRECEDENT TO AMENDMENT
The amendments to the Credit Agreement set forth in Article I hereof
shall become effective on the date (the "Effective Date") that each of the
following conditions precedent are or shall be contemporaneously satisfied:
SECTION 2.01. The Agent shall have received counterparts of
this Amendment duly executed by the Agent, the Requisite Lenders and the
Borrower.
SECTION 2.02. The Agent shall have received, dated the date of
receipt thereof by the Agent, in form and substance satisfactory to the Agent, a
certificate signed by a duly authorized officer of the Borrower stating that:
(a) The representations and warranties contained in Article
III hereof are correct on and as of the date of such certificate as though made
on and as of such date, and
(b) After giving effect to this Amendment, no event has
occurred and is continuing which constitutes a Default or an Event of Default.
SECTION 2.03. The Agent shall have received such other
documents from the Borrower as the Agent shall request in writing.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF BORROWER
The Borrower represents and warrants to the Agent and the Lenders that:
SECTION 3.01. AUTHORIZATION. The execution, delivery and
performance by the Borrower of this Amendment have been authorized by all
necessary limited liability company action and the Credit Agreement as amended
by this Amendment, is a legal, valid and binding
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obligation of the Borrower enforceable against it in accordance with its terms,
except as the enforcement thereof may be limited by bankruptcy, insolvency,
reorganization, moratorium or similar laws of general applicability affecting
the enforcement of creditors' rights and the application of general principles
of equity (regardless of whether such enforcement is sought in a proceeding in
equity or at law).
SECTION 3.02. NO CONFLICT. Neither the execution, delivery and
performance of this Amendment nor the consummation of the transactions
contemplated hereby does or shall contravene, result in a breach of, or violate
(a) any provision of the Borrower's certificate of formation or agreement of
limited liability company, (b) any law or regulation, or any order or decree of
any court or government agency or instrumentality, or (c) any indenture,
mortgage, deed of trust, lease, agreement or other instrument to which the
Borrower or any of its Subsidiaries is a party or by which the Borrower or any
of its Subsidiaries or any of their property is bound.
SECTION 3.03. REPRESENTATIONS AND WARRANTIES IN THE CREDIT
AGREEMENT. The representations and warranties set forth in Article IV of the
Credit Agreement and in each other Loan Document are true and correct in all
material respects on and as of the Effective Date with the same effect as though
made on and as of such date, except to the extent such representations and
warranties expressly relate to an earlier date.
SECTION 3.04. NO DEFAULT. After giving effect to this
Amendment, no Default or Event of Default has occurred and is continuing under
the Credit Agreement.
ARTICLE IV
MISCELLANEOUS PROVISIONS
SECTION 4.01. REFERENCE TO AND EFFECT UPON THE CREDIT
AGREEMENT NO WAIVER
(a) Except as specifically amended above, the Credit Agreement
and the other Loan Documents shall remain in full force and effect and are
hereby ratified and confirmed.
(b) The execution, delivery and effectiveness of this
Amendment shall not operate as a waiver of any Default or Event of Default or
any right, power, privilege or remedy of the Agent or any Lender under the
Credit Agreement or any Loan Document, or constitute a waiver of any provision
of the Credit Agreement or any Loan Document. Upon the effectiveness of this
Amendment, each reference in the Credit Agreement to "this Agreement",
"hereunder", "hereof", "herein" or words of similar import shall mean and be a
reference to the Credit Agreement as amended hereby.
SECTION 4.02. COSTS AND EXPENSES. As provided in Section 11.3
of the Credit Agreement, the Borrower agrees to reimburse the Agent and the
Lenders for all reasonable fees, costs and expenses, including the reasonable
fees, costs and expenses of counsel or other advisors for advice, assistance, or
other representation in connection with this Amendment.
SECTION 4.03. RELEASE. In further consideration of the
Lenders' execution of this Amendment, the Borrower hereby releases each of the
Agent, each Lender and the Issuer and
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their respective affiliates, officers, employees, directors, agents and
attorneys (collectively, the "Releasees") from any and all claims, demands,
liabilities, responsibilities, disputes, causes of action (whether at law or
equity) and obligations of every kind or nature whatsoever, whether liquidated
or unliquidated, known or unknown, matured or unmatured, fixed or contingent
that the Borrower may have against the Releasees which arise from or in any way
relate to the Obligations, any Collateral, any Loan Document, any documents,
agreements, dealings or other matters in connection with or relating to any of
the Loan Documents, and any third parties liable in whole or in part for the
Obligations, in each case to the extent arising (x) on or prior to the date
hereof or (y) out of, or relating to, actions, dealings or matters occurring on
or prior to the date hereof (including, without limitation, any actions or
inactions which Releasees may have taken or omitted to take prior to the date
hereof).
SECTION 4.04. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
SECTION 4.05. HEADINGS. Section headings in this Amendment are
included herein for convenience of reference only and shall not constitute a
part of this Amendment for any other purposes.
SECTION 4.06. COUNTERPARTS. This Amendment may be executed in
any number of counterparts and by facsimile, each of which counterparts when so
executed shall be deemed an original, but all such counterparts shall constitute
one and the same instrument.
[SIGNATURE PAGES FOLLOW]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed and delivered by their proper and duly authorized officers as of the
date set forth above.
BORROWER:
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GENEVA STEEL LLC
By: /s/ Xxxxx Xxxxxx
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Name: Xxxxx Xxxxxx
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Title: Vice President of Finance and Treasurer
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AGENT AND LENDER:
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CITICORP USA, INC.,
as Agent and a Lender
By: /s/ Xxxxx X. Xxxxxx
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Name: Xxxxx Xxxxxx
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Title: Managing Director
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LENDERS:
FOOTHILL CAPITAL CORPORATION
as a Lender
By: /s/ Xxxx Xxxxxxxxxx
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Name: Xxxx Xxxxxxxxxx
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Title: Vice President
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IBJ WHITEHALL BUSINESS CREDIT CORPORATION
as a Lender
By:
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Name:
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Title:
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XXXXXX FINANCIAL, INC., as a Lender
By: /s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Scoyoni
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Title: Vice President
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[Signature Page to Amendment No. 4]
GMAC BUSINESS CREDIT, LLC, as a Lender
By: /s/ Xxxxxx Xxxxxx
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Name: Xxxxxx Xxxxxx
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Title: Vice President
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[Signature Page to Amendment No. 4]
