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Exhibit 4.15
MASTER ASSIGNMENT AND ACCEPTANCE
THIS MASTER ASSIGNMENT AND ACCEPTANCE AGREEMENT (this
"Agreement"), dated as of December 9, 1996, by and among SUNTRUST BANK,
ATLANTA, NBD BANK and FIRST UNION NATIONAL BANK OF NORTH CAROLINA
(collectively, the "Assignors"), COMERICA BANK, ABN AMRO BANK N.V., CHICAGO
BRANCH, THE BANK OF NOVA SCOTIA, ▇▇▇▇▇▇ TRUST AND SAVINGS BANK and
LANDESBANK SAAR GIROZENTRALE (the "Assignees") and INTERMET
CORPORATION, a Georgia corporation (the "Borrower").
WITNESSETH:
WHEREAS, the Assignors and the Borrower are parties to that certain Third
Amended and Restated Credit Agreement, dated as of November 14, 1996, by and
among the Borrower, SunTrust Bank, Atlanta, as Agent, First Union National Bank
of North Carolina and ▇▇▇ Bank, as Co-Agents and the Assignors (the "Credit
Agreement") providing for credit facilities to the Borrower in an aggregate
amount of $200,000,000;
WHEREAS, the Assignors wish to assign a portion of their commitments and
outstanding loans and letter of credit obligations pursuant to the Credit
Agreement to the Assignees and the Assignees wish to purchase the same upon the
terms and conditions set forth herein;
WHEREAS, for ease of administration, the parties hereto wish to accomplish
such assignment and acceptance pursuant to this Agreement;
NOW THEREFORE, for and in consideration of the foregoing and for other
good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged by the parties hereto, the parties hereto, intending to be
legally bound, agree as follows:
1. Definitions. All terms used herein without definition shall have the
meanings set forth in the Credit Agreement.
2. Effective Date. The transactions provided for in Sections 3 and 4 hereof
shall be consummated on the Effective Date (as hereinafter defined). The
"Effective Date" shall be December 9, 1996 or such later date as of which all
the conditions set forth or referred to in Sections 4 and 6 shall have been
satisfied.
3. Assignment. (a) On and as of the Effective Date, subject to the
conditions referred to in Sections 4 and 6 below, the Assignors shall assign to
the Assignees, and the Assignees shall purchase from the Assignors, at the
principal amount thereof, a portion of the Commitments,
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Syndicated Loans and Letter of Credit Obligations of the Assignors outstanding
on such date, so that, after giving effect to all such assignments and
purchases, the Commitments, the Syndicated Loans and the Letter of Credit
Obligations will be held by the Assignors and the Assignees ratably in
accordance with the percentages set forth on the signature pages to this
Agreement. Such assignments and purchases shall be without recourse,
representation or warranty of any kind (except as to title as set forth in
subsection (d) below).
(b) On the Effective Date, (i) each Assignee shall pay the purchase price for
the total amount of the interests being purchased by it pursuant to this
Agreement, if any Syndicated Loans are outstanding on such date, by wire
transfer of immediately available funds to the Agent not later than 12:00 Noon
(Atlanta, Georgia time), and (ii) the Agent will, promptly after its receipt
thereof, pay to the Assignors the respective amounts due them in respect of the
Syndicated Loans sold hereunder.
(c) Intermet hereby consents to the assignments and purchases provided for in
paragraphs (a) and (b) above and agrees that each Assignee shall have all the
rights of a Lender under the Credit Agreement with respect to the interests
purchased by it pursuant to such paragraphs. From and after the Effective Date,
(i) each Assignee shall be a party to and be bound by the provisions of the
Credit Agreement, and to the extent of the interest assigned by this Agreement,
have the rights and obligations of a Lender thereunder and under the Credit
Documents (except for any such obligations that are due and payable on, or that
become due and payable before, the effectiveness of this Agreement), and (b)
each Assignor shall, to the extent of its interest assigned by this Agreement
and otherwise to the extent set forth in the foregoing clause (a), relinquish
its rights and be released from its obligations under the Credit Agreement and
the Credit Documents.
(d) Each of the Assignors and the Assignees represents, warrants and agrees to
and with the other and the Agent as follows: (i) each Assignor warrants that it
is the legal and beneficial owner of the interest being assigned hereby free
and clear of any adverse claim, (ii) except as set forth in (i), Assignor makes
no representation or warranty and assumes no responsibility with respect to any
statements, warranties or representations made in or in connection with the
Credit Agreement, or the execution, legality, validity, enforceability,
genuineness, sufficiency or value of the Credit Agreement or any other Credit
Document or any instrument or documents furnished pursuant thereto, or the
financial condition of Intermet or any other Credit Party or the performance or
observance by any Credit Party of any of its obligations under the Credit
Documents; (iii) each Assignee represents and warrants that it is legally
authorized to enter into this Agreement; (iv) each Assignee confirms that it
has received a copy of the Credit Agreement, such financial statements and
other documents and information as it has deemed appropriate to make its own
credit analysis and decision to enter into this Agreement; (v) each Assignee
agrees that it will perform its obligations as a Lender under the Credit
Documents as required by the terms thereof; and (vi) each Assignee appoints and
authorizes the Agent to take such actions as agent on its behalf and to
exercise such powers under the Credit Agreement and the other Credit
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Documents as are delegated to the Agent by the terms of the Credit Agreement
and the other Credit Documents, together with such powers as are reasonably
incidental thereto.
4. New Notes. On the Effective Date, Intermet shall execute and deliver to
the Agent for the account of each Assignor and Assignee a new Revolving Credit
Note in the amount of each such Lender's Commitment and, in the case of the
Assignees, a new Bid Facility Note that each such Lender is entitled to receive
pursuant to the Credit Agreement in the respective forms set forth as exhibits
thereto (the "New Notes"). Upon the effectiveness of the assignments referred
to in Section 3 of this Agreement, the Assignors shall cancel and deliver to
Intermet the Revolving Credit Notes delivered to them on the Closing Date and
the Agent shall deliver the New Notes to the Assignors and the Assignees.
5. Accrued Interest: Fees. The Assignors shall be entitled to receive all fees
and interest accrued to and including the Effective Date with respect to the
Credit Agreement.
6. Closing Fee. On the Effective Date, the Agent shall pay to each of the
Assignors and Assignees, from funds previously paid by Intermet to the Agent
and in satisfaction of the amounts previously agreed to be paid to the
Assignors, a closing fee equal to 5 basis points (0.05%) multiplied by the
Commitment of each Lender as set forth on the signature pages hereof.
7. Effectiveness. This Agreement shall become effective when copies hereof
which, when taken together, bear the signatures of each of the parties hereto,
shall have been received by the Agents for each of the Assignors and the
Assignees. This Agreement may not be amended nor may any provision hereof be
waived except pursuant to a writing signed by each of the Agent, the Assignors
and the Assignees.
8. Notices. All notices hereunder to the Assignors and the Assignees shall be
given in accordance with the provisions of Section 10.01 of the Credit
Agreement at the addresses set forth for such Lenders on the signature pages
hereof. The Lending Offices of each of the Lenders is set forth on the
signature pages hereof.
9. Intercreditor Agreement. By execution of this Agreement, each of the
Assignors and Assignees agree to be bound by the terms of the Intercreditor
Agreement.
10. Applicable Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE
CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF GEORGIA.
11. Counterparts. This Agreement and any amendments, waivers, consents or
supplements may be executed in any number of counterparts and by different
parties hereto in separate counterparts, each of which when so executed and
delivered shall be deemed an original, but all such counterparts together shall
constitute but one and the same instrument.
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12. Headings. Section and subsection headings in this Agreement are included
herein for convenience of reference only and shall not constitute a part of
this Agreement for any other purpose or be given any substantive effect.
[SIGNATURES SET FORTH ON NEXT PAGE]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their duly authorized of ricers, all as of the date and year
first above written.
Address for Notices: SUNTRUST BANK, ATLANTA
▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇.▇.
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: C. ▇▇▇ ▇▇▇▇▇▇, ▇▇. C. ▇▇▇ ▇▇▇▇▇▇, ▇▇.
Vice President
Telex No.: 542210
Answerback: TRUSCOINTATL
Telecopy No.: 404/588-8833 By:
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Group Vice President
Lending Office and Payment Office:
▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇.▇.
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
COMMITMENT: $45,500,000
PRO RATA SHARE OF
COMMITMENTS: 22.75%
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Address for Notices: NBD BANK
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ By:
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Vice President -------------------------
Title: Vice President
Telex No.: 164177
Answerback: NATIONSBANKDET
Telecopy No.: (▇▇▇) ▇▇▇-▇▇▇▇
Lending Office and Payment Office:
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
COMMITMENT: $32,500,000
PRO RATA SHARE OF
COMMITMENTS: 16.25%
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Address for Notices: FIRST UNION NATIONAL
BANK OF NORTH CAROLINA
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇-▇▇▇▇ By:
Attn: ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇
Vice President
Telex No.:
Answerback:
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
Lending Office and Payment Office:
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
COMMITMENT: $32,500,000
PRO RATA SHARE OF
COMMITMENTS: 16.25%
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Address for Notices: COMERICA BANK
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ By:
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇
Attention: Vice President
Telex No.:
Answerback:
Telecopy No.: (▇▇▇) ▇▇▇-▇▇▇▇
Lending Office and Payment Office:
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇ ▇. ▇▇▇▇
Customer Assistant
COMMITMENT: $24,000,000
PRO RATA SHARE OF
COMMITMENTS: 12%
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Address for Notices: ABM AMRO BANK N.V.,
▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ BRANCH
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Vice President
Telex No:
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Telecopy No.: (▇▇▇) ▇▇▇-▇▇▇▇ Title: Vice President
Lending Office and Payment Office:
▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
COMMITMENT: $18,500,000
PRO RATA SHARE OF
COMMITMENTS: 9.25%
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Address for Notices: THE BANK OF NOVA SCOTIA
▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇ By:
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Name: F.C.H. ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Senior Manager Loan Operations
Telex No.: Answerback:
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
Lending Office and Payment Office:
▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇.
▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
(▇▇▇)▇▇▇-▇▇▇▇
(▇▇▇) ▇▇▇-▇▇▇▇ (Fax)
COMMITMENT: $18,500,000
PRO RATA SHARE OF
COMMITMENTS: 9.25%
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Address for Notices: ▇▇▇▇▇▇ TRUST AND SAVINGS BANK
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Vice President
Telex No.:
Answerback:
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
Lending Office and Payment Office:
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
COMMITMENT: $18,500,000
PRO RATA SHARE OF
COMMITMENTS: 9.25%
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Address for Notices: LANDESBANK SAAR GIROZENTRALE
▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇ By:
66111 Saarbrucken ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇
Germany Member of the Board
Attention: ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇
Teletex: 681986 = SaarLB
▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇
Executive Vice President
Telecopy: ▇▇▇ ▇▇▇▇▇▇▇
Lending Office and Payment Office:
For Base Rate, Overnight Rate and Eurodollar Advances:
Lending Office: ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇
Payment Office: Account of Landesbank Saar Girozentrale with
Bayerische Landesbank, New York, Account No.: 10 23 27 00 01
COMMITMENT: $10,000,000
PRO RATA SHARE OF
COMMITMENTS: 5.0%
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CONSENTED TO:
SUNTRUST BANK, ATLANTA, as Agent
By:
C. ▇▇▇ ▇▇▇▇▇▇, ▇▇.
Vice President
INTERMET CORPORATION
By:
Name:
Title:
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CONSENTED TO:
SUNTRUST BANK, ATLANTA, as Agent
By:
C. ▇▇▇ ▇▇▇▇▇▇, ▇▇.
Vice President
INTERMET CORPORATION
By:
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Vice President-Finance
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