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FIFTH AMENDMENT
TO DEBTOR-IN-POSSESSION
CREDIT AGREEMENT
This FIFTH AMENDMENT TO DEBTOR-IN-POSSESSION CREDIT
AGREEMENT
(this "Amendment") is dated as of January 26, 2005 and entered
into by and among
INTERMET CORPORATION, a Georgia corporation ("Company"), THE
SUBSIDIARIES OF
COMPANY LISTED ON THE SIGNATURE PAGES HEREOF AS BORROWERS
(collectively, Company
and such Subsidiaries of Company are "Borrowers" and each a
"Borrower"), THE
BANK OF NOVA SCOTIA, as Administrative Agent for the Lenders
("Administrative
Agent") and as a Lead Lender, DEUTSCHE BANK TRUST COMPANY
AMERICAS, as
Collateral Agent and Co-Agent for the Lenders ("Collateral
Agent") and as a Lead
Lender, and the undersigned Lenders, and is made with reference
to that certain
Debtor-In-Possession Revolving Credit Agreement dated as of
October 22, 2004 (as
amended, supplemented or otherwise modified to the date hereof,
the "Credit
Agreement"), by and among Borrowers, the Lenders, Administrative
Agent and
Collateral Agent. Capitalized terms used herein without
definition shall have
the same meanings herein as set forth in the Credit
Agreement.
RECITALS
WHEREAS, Borrowers, Lead Lenders and the undersigned Lenders
desire to amend the Credit Agreement on the terms and conditions
set forth
below;
NOW, THEREFORE, in consideration of the premises and
agreements, provisions and covenants herein contained, the
parties hereto agree
as follows:
SECTION 1. AMENDMENTS TO THE CREDIT AGREEMENT
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1.1 Amendment to Subsection 1.1.
Subsection 1.1 of the Credit Agreement is hereby amended by
inserting the following definitions in appropriate alphabetical
order:
"Columbus Machinery Plant Sales" means, collectively,
(i) the sale of the real property and improvements of
Company's Columbus Machining plant, located at 6960 Jamesson
Road, Midland, Georgia, for cash consideration in an
aggregate
amount not less than $3,200,000, and (ii) the sale of
certain
equipment located at such Columbus Machining plant for cash
consideration in an aggregate amount not less than $970,000,
in each case to the extent such sale is approved by the
Bankruptcy Court pursuant to an order reasonably
satisfactory
to Agents.
"DiSA Machine" means machinery purchased by Company
from DiSA on or about the Fifth Amendment Effective Date for
the Hibbing plant for an aggregate purchase price not to
exceed $2,100,000, to the extent such purchase is approved
by
the Bankruptcy Court pursuant to an order reasonably
satisfactory to Agents.
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"Fifth Amendment" means that certain Fifth Amendment
to Debtor-In-Possession Credit Agreement dated as of January
26, 2005 by and among Borrowers, Agents, Lead Lenders and
the
Lenders party thereto.
"Fifth Amendment Effective Date" has the meaning
assigned to that term in the Fifth Amendment.
1.2 Amendment to Subsection 5.15.
Subsection 5.15A of the Credit Agreement is hereby amended
by
adding at the end of such subsection the following new
sentence:
"Notwithstanding anything in this subsection 5.15A to the
contrary, Liens on the DiSA Machine permitted under
subsection
7.2A(iv)(b) shall have priority over any Lien thereon in
favor
of Collateral Agent for the benefit of the Lenders.".
1.3 Amendment to Subsection 6.1.
Subsection 6.1(xviii) of the Credit Agreement is hereby
amended by deleting the reference to "January 31, 2005"
contained therein and
substituting therefor "March 20, 2005".
1.4 Amendment to Subsection 6.16.
Subsection 6.16 of the Credit Agreement is hereby amended by
(i) deleting each reference to "January 26, 2005" contained in
clauses (a), (c)
and (f) of the last sentence of such subsection and substituting
therefor
"January 31, 2005"; (ii) deleting the phrase "and Bank of
America, N.A."
contained in clause (c) of the last sentence of such subsection;
(iii) deleting
the "and" immediately prior to clause (f) of the last sentence
of such
subsection; and (iv) adding immediately prior to the "." at the
end of such
subsection the following new clause (g):
"and (g) no Control Agreement shall be required from Bank of
America, N.A. so long as prior to April 30, 2005, (x) a bank
reasonably acceptable to Collateral Agent replaces Bank of
America, N.A. in performing the cash management functions
performed by Bank of America, N.A. (as of the Fifth
Amendment
Effective Date) and (y) the cash management arrangements
(and
the Control Agreement) that would otherwise be required with
respect to Bank of America, N.A. (without giving effect to
clause (g) of this sentence) shall be in full force and
effect
with respect to such replacement bank".
1.5 Amendment to Subsection 7.2A.
Subsection 7.2A of the Credit Agreement is hereby amended by
deleting clause (iv) therefrom in its entirety and substituting
therefor the
following:
"(iv) Liens securing (a) Indebtedness permitted by
subsection 7.1(iii) or (b) the unpaid purchase price of the
DiSA Machine, so long as (x) in the case of clause (a), the
Liens securing such Indebtedness shall attach only to the
assets purchased with the proceeds of such Indebtedness, (y)
in the case of clause (b), the Liens securing such unpaid
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purchase price shall attach only to the DiSA Machine, and
(z)
on any date of determination the aggregate amount of
outstanding Indebtedness incurred pursuant to subsection
7.1(iii) together with the aggregate unpaid purchase price
for
the DiSA Machine shall not exceed $5,000,000.".
1.6 Amendment to Subsection 7.7.
A. Subsection 7.7(i) of the Credit Agreement is hereby
amended by adding immediately after the reference to "Bankruptcy
Code" contained
therein the following:
", provided that the Columbus Machinery Plant Sales shall
not
be required to be conducted as auctions under Section 363 of
the Bankruptcy Code".
B. Subsection 7.7(iv) of the Credit Agreement is hereby
amended by adding immediately after the reference to "Bankruptcy
Code" in clause
(a) of the proviso thereto the following:
", provided that the Columbus Machinery Plant Sales shall
not
be required to be conducted as auctions under Section 363 of
the Bankruptcy Code".
SECTION 2. BORROWER'S REPRESENTATIONS AND WARRANTIES
In order to induce the Lead Lenders and the Lenders to enter
into this Amendment and to amend the Credit Agreement in the
manner provided
herein, Borrowers represent and warrant to each Lead Lender and
Lender that the
following statements are true, correct and complete:
2.1 Corporate Power and Authority. Each Borrower has all
requisite
corporate power and authority to enter into this Amendment
and
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