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Exhibit 4.9
FIRST AMENDMENT TO CREDIT AND INTERCREDITOR AGREEMENT
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THIS FIRST AMENDMENT TO CREDIT AND INTERCREDITOR AGREEMENT, dated
January 5, 1996 (this "Amendment"), among CASTING TECHNOLOGY COMPANY, an Indiana
general partnership (the "Company"), NBD BANK, a Michigan banking corporation
("NBD"), and THE ASAHI BANK, LTD., a Japanese banking corporation acting through
its Chicago Branch ("Asahi") (NBD and Asahi, collectively, the "Banks" and
individually, a "Bank"), and NBD BANK (in such capacity, the "Agent").
RECITALS
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A. The parties hereto have entered into a Credit and Intercreditor
Agreement dated July 28, 1995 (as amended, the "Credit Agreement"), which is in
full force and effect.
B. The Company desires to amend the Credit Agreement as herein
provided, and the Banks and the Agent are willing to so amend the Credit
Agreement on the terms set forth herein.
AGREEMENT
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Based upon these recitals, the parties agree as follows:
A. AMENDMENT. Exhibits B and C of the Credit Agreement shall be
replaced by Exhibits B and C attached hereto.
2. REFERENCES TO CREDIT AGREEMENT. From and after the effective date
of this Amendment, references to the Credit Agreement in the Credit Agreement
and all other documents issued under or with respect thereto (as each of the
foregoing is amended hereby or pursuant hereto) shall be deemed to be references
to the Credit Agreement as amended hereby.
3. REPRESENTATIONS AND WARRANTIES. The Company represents and
warrants to the Banks and the Agent that:
(a) (i) The execution, delivery and performance of this Amendment and
all agreements and documents delivered pursuant hereto by the Company have been
duly authorized by all necessary action and do not and will not violate any
provision of
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any law, rule, regulation, order, judgment, injunction, or award presently in
effect applying to it, or of its charter, or result in a breach of or constitute
a default under any material agreement, lease or instrument to which the Company
is a party or by which it or its properties may be bound or affected; (ii) no
authorization, consent, approval, license, exemption or filing of a registration
with any court or governmental department, agency or instrumentality is or will
be necessary to the valid execution, delivery or performance by the Company of
this Amendment and all agreements and documents delivered pursuant hereto; and
(iii) this Amendment and all agreements and documents delivered pursuant hereto
by the Company are the legal, valid and binding obligations of the Company,
enforceable against it in accordance with the terms thereof.
(b) After giving effect to the amendments contained herein, the
representations and warranties contained in Article IV (other than Section 4.6)
of the Credit Agreement are true and correct on and as of the effective date
hereof with the same force and effect as if made on and as of such effective
date.
(c) No Event of Default has occurred and is continuing or will exist
under the Credit Agreement as of the effective date hereof.
4. MISCELLANEOUS. The terms used but not defined herein shall have
the respective meanings ascribed thereto in the Credit Agreement. Except as
expressly amended hereby, the Credit Agreement and all other documents issued
under or with respect thereto are hereby ratified and confirmed by the Banks,
the Agent, and the Company and shall remain in full force and effect, and the
Company hereby acknowledges that it has no defense, offset or counterclaim with
respect thereto.
5. COUNTERPARTS. This Amendment may be executed in any number of
counterparts, all of which taken together shall constitute one and the same
instrument and any of the parties hereto may execute this Amendment by
signing any such counterpart.
6. EXPENSES. The Company agrees to pay and save the Agent and the
Banks harmless from liability for all costs and expenses of the Agent arising in
respect of this Amendment, including the reasonable fees and expenses of
Dickinson, Wright, Moon, Van Dusen & Xxxxxxx, counsel to the Agent, in
connection with preparing and reviewing this Amendment and any related
agreements and documents.
7. GOVERNING LAW. This Amendment is a contract made under, and shall
be governed by and construed in accordance with, the laws of the State of
Michigan applicable to contracts made and to be performed entirely within such
state and without giving effect to the choice law principles of such state.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed and delivered as of the date first written above.
CASTING TECHNOLOGY COMPANY NBD BANK, individually and as Agent
By: AMCAST CASTING
TECHNOLOGIES, INC.,
its General Partner
By: /S/ X. X. XXXXX By: /S/ XXXXXX X. XXXXXXXX
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Its: VICE PRESIDENT Its: First Vice President
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And By: IZUMI, INC., its THE ASAHI BANK, LTD., acting
General Partner through its Chicago branch
By: /S/ XXXXX XXXXX By: /S/ XXXXXXXX XXXXXXXX
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Its: PRESIDENT Its: Manager
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