exv10w2



 



EXHIBIT 10.2


SEVENTH AMENDMENT TO FIVE-YEAR CREDIT AGREEMENT



     This SEVENTH AMENDMENT TO FIVE-YEAR CREDIT AGREEMENT (this “Amendment”)
made and entered into as of March 19, 2003, by and among INTERMET CORPORATION,
a Georgia corporation (“Intermet”), THE BANK OF NOVA SCOTIA, a Canadian
chartered bank (“Scotia Capital”), acting through its Atlanta Agency, the other
banks and lending institutions listed on the signature pages hereof, and any
assignees of Scotia Capital or such other banks and lending institutions which
become “Lenders” as provided in the Amended Agreement (as defined below)
(Scotia Capital, and such other banks, lending institutions, and assignees
referred to collectively herein as the “Lenders”), and Scotia Capital, in its
capacity as administrative and collateral agent for the Lenders and each
successor administrative or collateral agent for such Lenders as may be
appointed from time to time pursuant to Article IX of the Amended Agreement
(the “Administrative Agent”).


W I T N E S S E T H:



     WHEREAS, Intermet, the Lenders and the Administrative Agent are parties to
that certain $300,000,000 Five-Year Credit Agreement, dated as of November 5,
1999, as amended through March 5, 2003 (as so amended, the “Existing
Agreement,” capitalized terms used herein but not otherwise defined herein
having the same respective meanings as in the Existing Agreement); and


     WHEREAS, the parties to the Existing Agreement wish to amend the Existing
Agreement (the Existing Agreement as amended by this Amendment being the
“Amended Agreement”);


     NOW, THEREFORE, in consideration of the premises and the mutual covenants
herein contained, Intermet, the Required Lenders and the Administrative Agent
agree, upon the terms and subject to the conditions set forth herein, as
follows:


     SECTION 1. AMENDMENTS. Effective on the Seventh Amendment Date (as
defined below), the Existing Agreement shall be amended as follows:


     (a)  Consolidated EBITDA to Consolidated Interest Expense Ratio. Section
6.08(b) of the Existing Agreement shall be amended in its entirety to read as
follows:



		
	 	     “(b) Consolidated EBITDA to Consolidated Interest Expense.
Maintain as of the last day of each Fiscal Quarter set forth
below, a minimum ratio of Consolidated EBITDA to Consolidated
Interest Expense, calculated for the immediately preceding four
Fiscal Quarters, of equal to or greater than the ratio set forth
opposite such Fiscal Quarter:




	 	 	 
	 	1	
Intermet Seventh Amendment



 






 




	 	 	 	 	 
	 	 	Ratio of
	 	 	Consolidated
	 	 	EBITDA
	 	 	to Consolidated
	Fiscal Quarter	 	Interest Expense
	
	 	

	2nd Fiscal Quarter 2001 through 2nd
Fiscal Quarter 2002
	 	>	2.75:1.0	 
	 
	3rd Fiscal Quarter 2002 through 4th
Fiscal Quarter 2002
	 	>	3.00:1.0	 
	 
	1st Fiscal Quarter 2003 through 3rd
Fiscal Quarter 2003
	 	>	2.50:1.0	 
	 
	4th Fiscal Quarter 2003
	 	>	2.75:1.0	 
	 
	1st Fiscal Quarter 2004
	 	>	2.85:1.0	 
	 
	2nd Fiscal Quarter 2004 and each
Fiscal Quarter thereafter
	 	>	3.00:1.0	”



     (b)  Funded Debt to Consolidated EBITDA Ratio. Section 6.08(c) of the
Existing Agreement shall be amended in its entirety to read as follows:



		
	 	     “(c) Funded Debt to Consolidated EBITDA. Maintain as of the
last day of each Fiscal Quarter set forth below, a maximum ratio
of Funded Debt to Consolidated EBITDA, calculated for the
immediately preceding four Fiscal Quarters, of less than or equal
to the ratio set forth opposite such Fiscal Quarter:




	 	 	 	 	 
	 	 	Ratio of
	 	 	Funded Debt
	 	 	to Consolidated
	Fiscal Quarter	 	EBITDA
	
	 	

	2nd Fiscal Quarter 2001 through 4th
Fiscal Quarter 2001
	 	<	4.50:1.0	 
	 
	1st Fiscal Quarter 2002 through 2nd
Fiscal Quarter 2002
	 	<	4.25:1.0	 
	 
	3rd Fiscal Quarter 2002
	 	<	4.00:1.0	 
	 
	4th Fiscal Quarter 2002
	 	<	3.75:1.0	 




	 	 	 
	 	2	
Intermet Seventh Amendment



 






 





	 	 	 	 	 
	 	 	Ratio of
	 	 	Funded Debt
	 	 	to Consolidated
	Fiscal Quarter	 	EBITDA
	
	 	





	 	 	 	 	 
	1st Fiscal Quarter 2003 through 2nd
Fiscal Quarter 2003
	 	<	4.00:1.0	 
	 
	3rd Fiscal Quarter 2003 through 4th
Fiscal Quarter 2003
	 	<	3.75:1.0	 
	 
	1st Fiscal Quarter 2004 through 2nd
Fiscal Quarter 2004
	 	<	3.50:1.0	 
	 
	3rd Fiscal Quarter 2004 and each
Fiscal Quarter thereafter
	 	<	3.25:1.0	 




		
	 	; provided that following the closing of the first Permitted
Receivables Purchase Facility, the numerator of such maximum ratio
shall be decreased by 0.50.”



     (c)  Commitments. The Commitments of each of the Lenders shall be
proportionately and permanently reduced by $75,000,000 in the aggregate, and
Schedule 1 of the Existing Agreement shall be correspondingly amended in its
entirety to read as set forth in Schedule 1 attached hereto.


     SECTION 2. EFFECTIVENESS. The amendments set forth in Section 1 above
shall become effective on the date (the “Seventh Amendment Date”) when the
Administrative Agent shall have received each of the following, all in form and
substance satisfactory to the Administrative Agent:


     (a)  This Amendment. Counterparts hereof executed by Intermet, the
Administrative Agent and the Required Lenders.


     (b)  Fee Letter. A counterpart, executed by Intermet, of the fee letter
dated as of March 4, 2003 from Scotia Capital, along with all fees payable
thereunder.


     (c)  Amendment Fee. An amendment fee equal to 0.125% times the Commitment
(as reduced pursuant to this Amendment) of each Lender which signs this
Amendment and returns a counterpart hereof executed by such Lender to Mayer,
Brown, Rowe & Maw, counsel to the Administrative Agent, no later than 5:00
p.m., central time, on February, March 18, 2003, payable to the Administrative
Agent for the account of each such Lender.


     (d)  Fees of Counsel. Evidence that Intermet shall have paid all
outstanding fees and expenses of counsel to the Administrative Agent, to the
extent invoiced.


     (e)  Other Instruments or Documents. Such other instruments or documents
as the Administrative Agent or any Lender may reasonably request in connection
with this Amendment.



	 	 	 
	 	3	
Intermet Seventh Amendment



 






 



     SECTION 3. MISCELLANEOUS.


     (a)  To induce the Administrative Agent and the Required Lenders to enter
into this Amendment, Intermet represents and warrants to the Administrative
Agent and the Lenders that: (i) the representations and warranties contained in
the Credit Documents, as amended by this Amendment, are true and correct in all
material respects as of the date hereof with the same effect as though made on
the date hereof; (ii) after giving effect to this Amendment, no Default or
Event of Default exists; (iii) this Amendment has been duly authorized by all
necessary corporate proceedings and duly executed and delivered by Intermet and
the Guarantors, and the Amended Agreement and each of the other Credit
Documents are the legal, valid and binding obligations of the Credit Parties
party thereto, enforceable against such Credit Parties in accordance with their
respective terms, except as enforceability may be limited by bankruptcy,
insolvency or other similar laws of general application affecting the
enforcement of creditors’ rights or by general principles of equity; and (iv)
no consent, approval, authorization, order, registration or qualification with
any governmental authority, regulatory body or securities exchange is required
for, and in the absence of which would adversely affect, the legal and valid
execution and delivery or performance by Intermet and the Guarantors of this
Amendment or the performance by Intermet and the Guarantors of the Amended
Agreement or by any Credit Party of any other Credit Document to which it is a
party.


     (b)  This Amendment may be executed in any number of counterparts and by
the different parties on separate counterparts and each such counterpart shall
be deemed to be an original, but all such counterparts shall together
constitute one and the same Amendment.


     (c)  Except as specifically provided above, the Existing Agreement and the
other Credit Documents shall remain in full force and effect and are hereby
ratified and confirmed in all respects. The execution, delivery and
effectiveness of this Amendment shall not, except as expressly provided herein,
operate as a waiver of any right, power or remedy of the Administrative Agent
or the Lenders under the Existing Agreement or any of the other Credit
Documents, nor constitute a waiver or modification of any provision of any of
the other Credit Documents.


     (d)  On and after the Seventh Amendment Date, each reference in the
Existing Agreement and related documents to “Five-Year Credit Agreement,” “this
Agreement” or words of like import, shall, unless the context otherwise
requires, be deemed to refer to the Amended Agreement.


     (e)  Intermet agrees to pay on demand all reasonable costs and expenses
incurred at any time by the Administrative Agent (including the reasonable
attorney fees and expenses for the Administrative Agent) in connection with the
preparation, negotiation, execution and administration of this Amendment and
all other instruments or documents provided for herein or delivered or to be
delivered hereunder or in connection herewith.


     (f)  This Amendment shall be binding upon and shall insure to the benefit
of the parties hereto and their respective successors and permitted assigns as
provided in the Amended Agreement.



	 	 	 
	 	4	
Intermet Seventh Amendment



 






 



     (g)  In case any provision in or obligation under this Amendment or the
other Credit Documents shall be invalid, illegal or unenforceable, in whole or
in part, in any jurisdiction, the validity, legality and enforceability of the
remaining provisions or obligations, or of such provision or obligation in any
other jurisdiction, shall not in any way be affected or impaired thereby.


     (h)  THIS AMENDMENT WILL BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED
BY THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING FOR SUCH PURPOSE
SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW
YORK).


[Signatures Follow on Next Page]




	 	 	 
	 	5	
Intermet Seventh Amendment



 






 



     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and to be delivered in New York, New York, by their duly
authorized officers as of the day and year first above written.



	 	 	 	 	 
	 	 	INTERMET CORPORATION
	 	 	 	 	 
	 	 	
By:
	 	/s/  Michael S. Skrzypczak
	 	 	 	 	

	 	 	
Name:
	 	Michael S. Skrzypczak
	 	 	
Title:
	 	Treasurer
	 	 	 	 	 
	 	 	THE BANK OF NOVA SCOTIA,

individually and as Administrative Agent
	 	 	 	 	 
	 	 	
By:
	 	/s/  N. Bell
	 	 	 	 	

	 	 	
Name:
	 	N. Bell
	 	 	
Title:
	 	Senior Manager




	 	 	 
	 	S-1	
Intermet Seventh Amendment




 






 




	 	 	 	 	 
	 	 	
LENDERS:
	 	 	 	 	 
	 	 	SUNTRUST BANK
	 	 	 	 	 
	 	 	
By:
	 	/s/ William C. Humphries
	 	 	 	 	

	 	 	
Name:
	 	William C. Humphries
	 	 	
Title:
	 	Director
	 	 	 	 	 
	 	 	MIZUHO CORPORATE BANK, LTD
	 	 	 	 	 
	 	 	
By:
	 	/s/ Noel P. Purceil
	 	 	 	 	

	 	 	
Name:
	 	Noel P. Purceil
	 	 	
Title:
	 	Senior Vice President
	 	 	 	 	 
	 	 	COMERICA BANK
	 	 	 	 	 
	 	 	
By:
	 	/s/ Chris Stergiadis
	 	 	 	 	

	 	 	
Name:
	 	Chris Stergiadis
	 	 	
Title:
	 	Account Officer
	 	 	 	 	 
	 	 	THE BANK OF NEW YORK
	 	 	 	 	 
	 	 	
By:
	 	/s/ Christine Rio
	 	 	 	 	

	 	 	
Name:
	 	Christine Rio
	 	 	
Title:
	 	Vice President
	 	 	 	 	 
	 	 	HARRIS TRUST AND SAVINGS BANK
	 	 	 	 	 
	 	 	
By:
	 	/s/ Kirby M. Law
	 	 	 	 	

	 	 	
Name:
	 	Kirby M. Law
	 	 	
Title:
	 	Vice President
	 	 	 	 	 
	 	 	BANK OF AMERICA
	 	 	 	 	 
	 	 	
By:
	 	/s/ Laura T. Sweet
	 	 	 	 	

	 	 	
Name:
	 	Laura T. Sweet
	 	 	
Title:
	 	Assistant Vice President




	 	 	 
	 	S-2	
Intermet Seventh Amendment




 






 




	 	 	 	 	 
	 	 	
LENDERS:
	 	 	 	 	 
	 	 	THE BANK OF TOKYO-MITSUBISHI, LTD

CHICAGO BRANCH
	 	 	 	 	 
	 	 	
By:
	 	/s/ Shinichiro Munechika
	 	 	 	 	

	 	 	
Name:
	 	Shinichiro Munechika
	 	 	
Title:
	 	Deputy General Manager
	 	 	 	 	 
	 	 	DEUTSCHE BANK TRUST COMPANY AMERICAS
	 	 	 	 	 
	 	 	
By:
	 	/s/ Marco Orlando
	 	 	 	 	

	 	 	
Name:
	 	Marco Orlando
	 	 	
Title:
	 	Director
	 	 	 	 	 
	 	 	FLEET NATIONAL BANK
	 	 	 	 	 
	 	 	
By:
	 	/s/ Christopher E. Leath
	 	 	 	 	

	 	 	
Name:
	 	Christopher E. Leath
	 	 	
Title:
	 	Vice President
	 	 	 	 	 
	 	 	KEYBANK NATIONAL ASSOCIATION
	 	 	 	 	 
	 	 	
By:
	 	/s/ Marvin S. Kodish
	 	 	 	 	

	 	 	
Name:
	 	Marvin S. Kodish
	 	 	
Title:
	 	Senior Vice President
	 	 	 	 	 
	 	 	DZ BANK AG
	 	 	 	 	 
	 	 	
By:
	 	/s/ Bruce T. Ritz
	 	 	 	 	

	 	 	
Name:
	 	Bruce T. Ritz
	 	 	
Title:
	 	Vice President
	 	 	 	 	 
	 	 	STANDARD FEDERAL BANK, N.A.
	 	 	 	 	 
	 	 	
By:
	 	/s/ Andrew R. Craig
	 	 	 	 	

	 	 	
Name:
	 	Andrew R. Craig
	 	 	
Title:
	 	First Vice President




	 	 	 
	 	S-3	
Intermet Seventh Amendment




 






 




	 	 	 	 	 
	 	 	
LENDERS:
	 	 	 	 	 
	 	 	NATIONAL CITY BANK
	 	 	 	 	 
	 	 	
By:
	 	/s/ Kenneth M. Blackwell
	 	 	 	 	

	 	 	
Name:
	 	Kenneth M. Blackwell
	 	 	
Title:
	 	Vice President
	 	 	 	 	 
	 	 	LANDESBANK SAAR
	 	 	 	 	 
	 	 	
By:
	 	/s/ Herman Schwehm
	 	 	 	 	

	 	 	
Name:
	 	Herman Schwehm
	 	 	
Title:
	 	Executive Vice President
	 	 	 	 	 
	 	 	
By:
	 	/s/ Johannes Klumpp
	 	 	 	 	

	 	 	
Name:
	 	Johannes Klumpp
	 	 	
Title:
	 	Area Manager




	 	 	 
	 	S-4	
Intermet Seventh Amendment




 






 



     Each of the undersigned hereby consents to this Amendment, ratifies the
Guaranty Agreement and agrees that the Guaranty Agreement remains in full force
and effect:



	 	 	 	 	 
	 	 	ALEXANDER CITY CASTING COMPANY, INC.
	 	 	 	 	 
	 	 	
By:
	 	/s/ Michael S. Skrzypczak
	 	 	 	 	

	 	 	
Name:
	 	Michael S. Skrzypczak
	 	 	
Title:
	 	Treasurer
	 	 	 	 	 
	 	 	CAST-MATIC CORPORATION
	 	 	 	 	 
	 	 	
By:
	 	/s/ Michael S. Skrzypczak
	 	 	 	 	

	 	 	
Name:
	 	Michael S. Skrzypczak
	 	 	
Title:
	 	Treasurer
	 	 	 	 	 
	 	 	COLUMBUS FOUNDRY, L.P.
	 	 	 	 	 
	 	 	
By:
	 	/s/ Michael S. Skrzypczak
	 	 	 	 	

	 	 	
Name:
	 	Michael S. Skrzypczak
	 	 	
Title:
	 	Treasurer
	 	 	 	 	 
	 	 	DIVERSIFIED DIEMAKERS, INC.
	 	 	 	 	 
	 	 	
By:
	 	/s/ Michael S. Skrzypczak
	 	 	 	 	

	 	 	
Name:
	 	Michael S. Skrzypczak
	 	 	
Title:
	 	Treasurer
	 	 	 	 	 
	 	 	FRISBY P.M.C., INCORPORATED
	 	 	 	 	 
	 	 	
By:
	 	/s/ Michael S. Skrzypczak
	 	 	 	 	

	 	 	
Name:
	 	Michael S. Skrzypczak
	 	 	
Title:
	 	Treasurer




	 	 	 
	 	S-5	
Intermet Seventh Amendment




 






 




	 	 	 	 	 
	 	 	GANTON TECHNOLOGIES INC.
	 	 	 	 	 
	 	 	
By:
	 	/s/ Michael S. Skrzypczak
	 	 	 	 	

	 	 	
Name:
	 	Michael S. Skrzypczak
	 	 	
Title:
	 	Treasurer
	 	 	 	 	 
	 	 	INTERMET HOLDING COMPANY
	 	 	 	 	 
	 	 	
By:
	 	/s/ Michael S. Skrzypczak
	 	 	 	 	

	 	 	
Name:
	 	Michael S. Skrzypczak
	 	 	
Title:
	 	Treasurer
	 	 	 	 	 
	 	 	INTERMET INTERNATIONAL, INC.
	 	 	 	 	 
	 	 	
By:
	 	/s/ Michael S. Skrzypczak
	 	 	 	 	

	 	 	
Name:
	 	Michael S. Skrzypczak
	 	 	
Title:
	 	Treasurer
	 	 	 	 	 
	 	 	IRONTON IRON INC.
	 	 	 	 	 
	 	 	
By:
	 	/s/ Michael S. Skrzypczak
	 	 	 	 	

	 	 	
Name:
	 	Michael S. Skrzypczak
	 	 	
Title:
	 	Treasurer
	 	 	 	 	 
	 	 	LYNCHBURG FOUNDRY COMPANY
	 	 	 	 	 
	 	 	
By:
	 	/s/ Michael S. Skrzypczak
	 	 	 	 	

	 	 	
Name:
	 	Michael S. Skrzypczak
	 	 	
Title:
	 	Treasurer




	 	 	 
	 	S-6	
Intermet Seventh Amendment




 






 




	 	 	 	 	 
	 	 	NORTHERN CASTINGS CORPORATION
	 	 	 	 	 
	 	 	
By:
	 	/s/ Michael S. Skrzypczak
	 	 	 	 	

	 	 	
Name:
	 	Michael S. Skrzypczak
	 	 	
Title:
	 	Treasurer
	 	 	 	 	 
	 	 	SUDBURY, INC.
	 	 	 	 	 
	 	 	
By:
	 	/s/ Michael S. Skrzypczak
	 	 	 	 	

	 	 	
Name:
	 	Michael S. Skrzypczak
	 	 	
Title:
	 	Treasurer
	 	 	 	 	 
	 	 	SUDM, INC.
	 	 	 	 	 
	 	 	
By:
	 	/s/ Michael S. Skrzypczak
	 	 	 	 	

	 	 	
Name:
	 	Michael S. Skrzypczak
	 	 	
Title:
	 	Treasurer
	 	 	 	 	 
	 	 	TOOL PRODUCTS, INC.
	 	 	 	 	 
	 	 	
By:
	 	/s/ Michael S. Skrzypczak
	 	 	 	 	

	 	 	
Name:
	 	Michael S. Skrzypczak
	 	 	
Title:
	 	Treasurer
	 	 	 	 	 
	 	 	WAGNER CASTINGS COMPANY
	 	 	 	 	 
	 	 	
By:
	 	/s/ Michael S. Skrzypczak
	 	 	 	 	

	 	 	
Name:
	 	Michael S. Skrzypczak
	 	 	
Title:
	 	Treasurer




	 	 	 
	 	S-7	
Intermet Seventh Amendment




 






 




	 	 	 	 	 
	 	 	WAGNER HAVANA, INC.
	 	 	 	 	 
	 	 	
By:
	 	/s/ Michael S. Skrzypczak
	 	 	 	 	

	 	 	
Name:
	 	Michael S. Skrzypczak
	 	 	
Title:
	 	Treasurer
	 	 	 	 	 
	 	 	INTERMET U.S. HOLDING, INC.
	 	 	 	 	 
	 	 	
By:
	 	/s/ Michael S. Skrzypczak
	 	 	 	 	

	 	 	
Name:
	 	Michael S. Skrzypczak
	 	 	
Title:
	 	Treasurer




	 	 	 
	 	S-8	
Intermet Seventh Amendment




 






 



Schedule 1



Commitments




	 	 	 	 	 	 	 	 	 
	Lender	 	Commitment	 	Pro Rata Share
	
	 	
	 	

	The Bank of Nova Scotia
	 	$	21,375,000.00	 	 	 	9.500	%
	Bank One, NA
	 	$	21,375,000.00	 	 	 	9.500	%
	SunTrust Bank
	 	$	21,375,000.00	 	 	 	9.500	%
	Mizuho Corporate Bank, Ltd.
	 	$	19,687,500.00	 	 	 	8.750	%
	Comerica Bank
	 	$	18,000,000.00	 	 	 	8.000	%
	The Bank of New York
	 	$	15,750,000.00	 	 	 	7.000	%
	Harris Trust and Savings Bank
	 	$	15,750,000.00	 	 	 	7.000	%
	Bank of America, N.A.
	 	$	15,750,000.00	 	 	 	7.000	%
	The Bank of Tokyo-Mitsubishi, Ltd., Chicago Branch
	 	$	11,250,000.00	 	 	 	5.000	%
	Bankers Trust Company
	 	$	11,250,000.00	 	 	 	5.000	%
	Fleet National Bank
	 	$	11,250,000.00	 	 	 	5.000	%
	KeyBank National Association
	 	$	11,250,000.00	 	 	 	5.000	%
	DZ Bank AG
	 	$	8,437,500.00	 	 	 	3.750	%
	Standard Federal Bank
	 	$	8,437,500.00	 	 	 	3.750	%
	National City Bank
	 	$	8,437,500.00	 	 	 	3.750	%
	Landesbank Saar Girozentrale
	 	$	5,625,000.00	 	 	 	2.500	%
	TOTAL
	 	$	225,000,000	 	 	 	100	%




	 	 	 
	 	1-1	
Intermet Seventh Amendment