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FOURTH AMENDMENT
TO DEBTOR-IN-POSSESSION
CREDIT AGREEMENT
This FOURTH AMENDMENT TO DEBTOR-IN-POSSESSION CREDIT
AGREEMENT
(this "Amendment") is dated as of January 14, 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
1.1 Amendment to Subsection 1.1.
A. Subsection 1.1 of the Credit Agreement is hereby amended
by inserting the following definition in appropriate
alphabetical order:
"Fourth Amendment" means that certain Fourth
Amendment to Debtor-In-Possession Credit Agreement dated as
of
January 14, 2005 by and among Borrowers, Agents, Lead
Lenders
and the Lenders party thereto.
B. Subsection 1.1 of the Credit Agreement is hereby further
amended by deleting clause (ii) of the definition of "Budget"
and substituting
therefor the following:
"(ii) on and after the Third Amendment Effective Date until
the date on which Borrowers shall have delivered (and Agents
and Requisite Lenders shall be satisfied in their sole
discretion with) the documents required to be delivered
under
clause (a) of the second sentence of subsection 6.16, the
weekly consolidated cash flow projections delivered pursuant
to Section 3.1 of the Third Amendment (it being understood
and
agreed that the amount of all permitted disbursements and
<PAGE>
expenditures, and the maximum Revolving Loan usage plus the
maximum Letter of Credit Usage, for the period commencing on
January 15, 2005 and ending on the date on which Borrowers
shall have delivered (and Agents and Requisite Lenders shall
be satisfied in their sole discretion with) the documents
required to be delivered under clause (a) of the second
sentence of subsection 6.16, shall be deemed to equal to the
amounts therefor set forth in the consolidated cash flow
projections delivered pursuant to Section 3 of the Fourth
Amendment) and that portion of the consolidated and
consolidating cash flow projections attached hereto as
Schedule 1.1B that shows monthly (and not weekly)
anticipated
cash receipts and disbursements for the period from the
Closing Date through the Budget Period, and".
C. Subsection 1.1 of the Credit Agreement is hereby further
amended by adding at the end of the definition of "Eligible
Accounts" contained
therein the following sentence:
"Notwithstanding anything to the contrary contained in this
definition or the definition of "Borrowing Base" or Exhibit
XII or subsection 6.12, after the effectiveness of the
Fourth
Amendment, unless Collateral Agent shall request a more
frequent calculation of the amount of Accounts described in
any of clauses (a) through (t) of this definition, (A)
Borrowers shall be required to calculate those Accounts not
eligible to be included in Eligible Accounts by virtue of
any
of such clauses of this definition only once monthly, in the
Borrowing Base Certificate delivered with respect to the
week
during which each calendar month ends, and (B) the amounts
calculated pursuant to the preceding clause (A) shall apply
with respect to any calculation of the Borrowing Base for
the
succeeding month, until the next calculation of such amounts
is made pursuant to the preceding clause (A).".
D. Subsection 1.1 of the Credit Agreement is hereby further
amended by adding at the end of the definition of "Eligible
Inventory" contained
therein the following sentence:
"Notwithstanding anything to the contrary contained in this
definition or the definition of "Borrowing Base" or Exhibit
XII or subsection 6.12, after the effectiveness of the
Fourth
Amendment, unless Collateral Agent shall request a more
frequent calculation of the amount of Inventory described in
any of clauses (a) through (k) of this definition, (A)
Borrowers shall be required to calculate those Inventory not
eligible to be included in Eligible Inventory by virtue of
any
of such clauses of this definition only once monthly, in the
Borrowing Base Certificate delivered with respect to the
week
during which each calendar month ends, and (B) the amounts
calculated pursuant to the preceding clause (A) shall apply
with respect to any calculation of the Borrowing Base for
the
succeeding month, until the next calculation of such amounts
is made pursuant to the preceding clause (A).".
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1.2 Amendment to Subsection 3.1.
Subsection 3.1A(ii) of the Credit Agreement is hereby
amended
by deleting the reference to "$5,000,000" contained therein and
substituting
therefor "$10,000,000".
1.3 Amendment to Subsection 6.8.
Subsection 6.8C of the Credit Agreement is hereby amended by
deleting the reference to "90 days" contained therein and
substituting therefor
"101 days".
1.4 Amendment to Subsection 6.16.
Subsection 6.16 of the Credit Agreement is hereby amended by
deleting clause (f) of the last sentence of such subsection in
its entirety and
substituting therefor the following:
"(f) Borrowers shall deliver to Lead Lenders prior to 5:00
p.m. New York City time on January 26, 2005 a supplement to
the Covenant Addendum meeting the requirements set forth in
subsection 6.1(xvii) of this Agreement with respect to all
periods ending after December 31, 2004 (and any earlier date
of required delivery of such supplement shall not apply),
which supplement together with the Covenant Addendum
delivered
to Agents on or about November 5, 2004 shall constitute the
Covenant Addendum for all purposes under the Loan
Documents".
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 sta
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