SIXTH AMENDMENT
TO DEBTOR-IN-POSSESSION
CREDIT AGREEMENT
This SIXTH
AMENDMENT TO DEBTOR-IN-POSSESSION CREDIT AGREEMENT (this
“ Amendment ”) is dated as of March 28, 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 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 |
Amendments to Subsection 1.1 . |
Subsection
1.1 of the Credit Agreement is hereby amended by inserting the
following definitions in appropriate alphabetical order:
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“CMD
Agreements” means the letter agreement and related
indemnification letter between Conway MacKenzie & Dunleavy and
Borrowers, in the form delivered to Agents pursuant to Section 3.3
of the Sixth Amendment. |
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“PBGC
Foreign Subsidiary Liens” means Liens asserted by the
PBGC prior to the Sixth Amendment Effective Date against certain
Foreign Subsidiaries and evidenced by the financing statements
filed by the PBGC prior to such date in the District of
Columbia. |
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“Racine Plant Sales” means, collectively,
(i) the sale of certain equipment of the Company’s
Racine Machining plant, located in Racine, Wisconsin, to
International Truck & Engine Corporation for cash consideration
in an aggregate amount not less than $764,000, as approved by the
Bankruptcy Court pursuant to the order delivered to Agents pursuant
to Section 3.3 of the Sixth Amendment, (ii) the sale of
certain equipment located at such Racine Machining plant to Amcan
Consolidated Technologies Corporation for cash consideration in an
aggregate amount not less than $170,000, as approved by the
Bankruptcy Court pursuant to the order delivered to Agents pursuant
to Section 3.3 of the Sixth Amendment, (iii) the sale of
certain equipment located at such Racine Machining plant to ICG
Casting, Inc. for cash consideration in an aggregate amount not
less than $75,000, as approved by the Bankruptcy Court pursuant to
the order delivered to Agents pursuant to Section 3.3 of the
Sixth Amendment, (iv) the sale of certain equipment located at
such Racine Machining plant to Ford Motor Company, or its designee,
for cash consideration in an aggregate amount not less than
$749,000, as approved by the Bankruptcy Court pursuant to an order
in form and substance reasonably satisfactory to Agents, and
(v) all sales (to Persons other than Borrowers and their
Affiliates) of other assets of Borrowers located at such Racine
Machining plant and not sold in the sales described in clauses (i)
through (iv) of this definition, so long as the consideration
received by Borrowers in each such sale of other assets is
consistent with the value of such assets reflected in a reasonably
current appraisal of such assets and each such sale is approved by
the Bankruptcy Court pursuant to an order in form and substance
reasonably satisfactory to Agents. |
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“Lazard Agreements” means the letter agreement
and related indemnification letter between Lazard Frères &
Co. LLC and Borrowers, in the form delivered to Agents pursuant to
Section 3.3 of the Sixth Amendment. |
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“Sixth Amendment ” means that certain Sixth
Amendment to Debtor-In-Possession Credit Agreement dated as of
March 28, 2005 by and among Borrowers, Agents, Lead Lenders
and the Lenders party thereto. |
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“Sixth Amendment Effective Date ” has the
meaning assigned to that term in the Sixth Amendment. |
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1.2 |
Amendment to Subsection 2.10 . |
Subsection
2.10 of the Credit Agreement is hereby amended by adding at the end
thereof the following new sentence:
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“Notwithstanding anything to the contrary in this
subsection 2.10, Borrowers, with the approval of the Bankruptcy
Court, may enter into the Lazard Agreements and the CMD
Agreements.”. |
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1.3 |
Amendment to Subsection 7.2 . |
Subsection
7.2A of the Credit Agreement is hereby amended by (i) deleting
the “and” at the end of subsection (iii) thereof,
(ii) deleting the “.” at the end of
subsection (iv) thereof and substituting therefor “;
and”, and (iii) adding at the end thereof the following
new subsection (v):
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“(v) the PBGC Foreign
Subsidiary Liens.”. |
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1.4 |
Amendment to Subsection 7.5 . |
Subsection
7.5(ii) of the Credit Agreement is hereby amended by adding
immediately prior to the “;” at the end thereof the
following:
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“and payments made pursuant to and in accordance with the
terms of the Lazard Agreements and the CMD
Agreements”. |
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1.5 |
Amendments to Subsection 7.7 . |
A. Subsection 7.7(iv) of the Credit
Agreement is hereby amended by deleting the proviso contained in
clause (a) of such subsection in its entirety and substituting
therefor the following::
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“, provided that the Columbus Machinery Plant
Sales and the Racine Plant Sales shall not be required to be
conducted as auctions under Section 363 of the Bankruptcy
Code”. |
B. Subsection 7.7 of the Credit
Agreement is hereby amended by adding at the end thereof the
following new paragraph:
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“Borrowers
hereby agree that, except for sales of obsolete, worn-out or
surplus property in the ordinary course of business that do not
require Bankruptcy Court approval and with respect to which
Borrowers do not receive proceeds in excess of $50,000 individually
and $250,000 in the aggregate, (a) any sale of all or any part
of Company’s assets relating to the Racine Machining plant,
located in Racine, Wisconsin, shall be considered an Asset Sale for
all purposes of this Agreement, and (b) all sales of or all or
any part of Company’s assets relating to any plant shut down
or wound down after the Sixth Amendment Effective Date shall be
considered Asset Sales for all purposes of this Agreement. Upon
consummation of any Asset Sale after the Sixth Amendment Effective
Date, Borrowers shall deliver to Agents a certificate certifying
the total amount of Net Asset Sale Proceeds received from such
Asset Sale and all Asset Sales preceding such Asset Sale
consummated after the Closing Date.”. |
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1.6 |
Amendment to Subsection 8.6 . |
A. Subsection 8.6(a)(vii) of the
Credit Agreement is hereby amended by adding immediately prior to
the “;” at the end thereof the following
proviso:
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“, provided, however, that entry by the Bankruptcy
Court of an order approving the Lazard Agreements and the CMD
Agreements shall not be an Event of Default under this
clause (vii)". |
B. Subsection 8.6(b) of the Credit
Agreement is hereby amended by adding immediately prior to the
“;” at the end thereof the following
proviso:
3
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“, provided, however, that the filing by Borrowers
of a motion or motions with the Bankruptcy Court for authority to
enter into the Lazard Agreements and the CMD Agreements shall not
be an Event of Default under this clause (b)". |
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1.7 |
Amendment to Subsection 8.9 . |
Subsection
8.9 of the Credit Agreement is hereby amended by adding immediately
prior to the “;” contained therein the following new
proviso:
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“, and provided, further, that the assertion and filing
of the PBGC Foreign Subsidiary Liens shall not result in an Event
of Default unless Company or any of its Subsidiaries shall make
payment on account of the obligations secured by the PBGC Foreign
Subsidiary Liens”. |
| SECTION 2. |
BORROWER’S REPRESENTATIONS AND
WARRANTIES |
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