Exhibit 4.21 - Confirmation of and Amendment to Security Agreement Dated
September 18, 2001
EXHIBIT D
CONFIRMATION OF AND AMENDMENT TO SECURITY AGREEMENT
In connection with the Credit Agreement dated September 18, 2001 (the
"Credit Agreement"), among Casting Technology Company (the "Company") and Bank
One, Indiana, National Association ("Bank One"), the Company acknowledges that
it has previously executed and delivered a Security Agreement dated as of July
28, 1995 (the "Security Agreement") in favor of Bank One, successor by merger to
NBD Bank, NA, assignee of NBD Bank, a Michigan banking corporation.
The Company further acknowledges that the Company's indebtedness to Asahi
Bank, Ltd. has been satisfied.
The Company confirms to Bank One the continuing effect of the Security
Agreement as security for the payment and performance of all Secured Obligations
(as defined in the Security Agreement), now or hereafter owing by the Company to
Bank One, including without limitation the debt arising under the Credit
Agreement.
As a condition to the effectiveness of Bank One's obligations under the
Credit Agreement, the Company agrees as follows:
1. To secure (a) the prompt and complete payment of any promissory
notes issued by the Company pursuant to the Credit Agreement (the "Notes"), (b)
the performance of the covenants herein contained and any monies expended by
Bank One in connection therewith, (c) the payment of all obligations and
performance of all covenants of the Company under the Credit Agreement and any
other documents, agreements or instruments among the Company and Bank One given
in connection therewith, and (d) any and all other indebtedness, obligations and
liabilities of any kind of the Company to Bank One now or hereafter existing,
direct or indirect (including without limitation any participation interest
acquired by any Bank in any such indebtedness, obligations or liabilities of the
Company to any other person), absolute or contingent, joint and/or several,
secured or unsecured, arising by operation of law or otherwise, and whether
incurred by the Company as principal, surety, endorser, guarantor, accommodation
party or otherwise (all of the aforesaid indebtedness, obligations and
liabilities of the Company being herein called the "Secured Obligations", and
all of the documents, agreements and instruments among the Company and Bank One
evidencing or securing the repayment of, or otherwise pertaining to the Secured
Obligations being herein collectively called the "Operative Documents"), for
value received and pursuant to the Credit Agreement, the Company hereby grants,
assigns and transfers to Bank One a first-priority security interest in and to
the following described property, whether now owned or hereafter acquired and
wherever located (collectively, the "Collateral").
(a) All machinery and equipment now owned or hereafter acquired (except
for machinery and equipment acquired under an operating lease), whether located,
and whether used by the Company or any other person, or leased by the Company to
any person and whether the interest of Company is as owner, lessee or otherwise;
(b) Accounts, inventory and general intangibles; and
(c) All products and all proceeds of any and all of the foregoing, and,
to the extent not otherwise included, all payments under insurance (whether or
not the Agent is the loss payee thereof), and any indemnity, warranty or
guaranty, payable by reason of loss or damage to or otherwise with respect to
any of the foregoing;
2. The Security Agreement is amended by deleting the phrase on page 2
which states as follows, "provided, however, that any machinery and equipment
purchased solely with proceeds of indebtedness permitted under Section 5.2(a)(v)
of the Credit Agreement shall not constitute Collateral so long as such
indebtedness is outstanding.'
3. All references to the terms "Agent" or "the Banks" in the Security
Agreement are hereby replaced with "Bank One." The defined term "Credit
Agreement" shall be amended to include the Credit Agreement, defined above, and
all amendments and modifications thereto.
4. The Company is and continues to be obligated under the Security
Agreement, specifically Paragraphs 1 through 14 thereof.
IN WITNESS WHEREOF, the undersigned has duly executed this Confirmation
and Amendment as of September 18th , 2001.
CASTING TECHNOLOGY COMPANY
By: AMCAST CASTING TECHNOLOGIES, INC.
Its General Partner
By: /s/ Xxxxxxx X. Xxxx
Its: Vice President
And
By: IZUMI, INC.
Its General Partner
By: /s/ Xxxxxxx X. Xxxx
Its: Vice President
