Exhibit 4.22 - Collateral Assignment and Security Agreement Dated July 24, 2001
COLLATERAL ASSIGNMENT AND SECURITY AGREEMENT
THIS COLLATERAL ASSIGNMENT AND SECURITY AGREEMENT (as the same may from
time to time be amended, restated or otherwise modified, this "Agreement") is
made as of July 24, 2001, by CASTING TECHNOLOGY COMPANY, an Indiana general
partership ("Pledgor"), in favor of KEYBANK NATIONAL ASSOCIATION, as collateral
agent (together with its successors and assigns, the "Collateral Agent"), for
the benefit of the Lenders, as hereinafter defined.
1. RECITALS.
AMCAST INDUSTRIAL CORPORATION, an Ohio corporation (together with its
successors and assigns "Borrower"), the financial institutions listed on
Schedule 1 to the Credit Agreement, as hereinafter defined (collectively,
"Banks" and, individually, "Bank"), and KEYBANK NATIONAL ASSOCIATION, as agent
for the Banks under the Credit Agreement ("Agent"), are parties to the Credit
Agreement pursuant to which the Banks will, among other things, grant to
Borrower, for the benefit of Borrower, Pledgor and each subsidiary of Borrower,
the Loans and Letters of Credit, as defined in the Credit Agreement.
Each of the Noteholders, as hereinafter defined, has purchased certain
notes from Borrower, for the benefit of Borrower and each subsidiary of
Borrower, including Pledgor, in accordance with the Note Agreements, as
hereinafter defined.
Each of the Line of Credit Lenders, as hereinafter defined, has made
and will continue to make certain advances and other extensions of credit to
Borrower, for the benefit of Borrower and each subsidiary of Borrower, including
Pledgor, in accordance with the Line of Credit Documents, as hereinafter
defined.
Borrower has requested that the Credit Agreement be amended to revise
certain covenants and other provisions applicable to the Companies, as defined
in the Credit Agreement.
Pledgor, a subsidiary of Borrower, whose financing is provided by the
financial accommodations provided by the Lenders, deems it to be in the direct
pecuniary and business interests of Pledgor that Borrower continue to obtain
such financial accommodations.
Pledgor understands that Agent, the Banks and the other Lenders are
willing to continue to grant or otherwise continue to make available financial
accommodations to Borrower, only upon certain terms and conditions, one of which
is that Pledgor grant to Collateral Agent, for the benefit of the Lenders, a
security interest in and an assignment of the Collateral, as hereinafter
defined, and this Agreement is being executed and delivered in consideration of
each financial accommodation, granted to Borrower by any Lender and for other
valuable considerations.
2. DEFINITIONS. As used in this Agreement, the following terms shall have
the following meanings:
"Administrative Expenses" shall mean (a) any and all reasonable costs,
liabilities, and expenses (including, without limitation, losses, damages,
penalties, claims, actions, reasonable attorneys' fees, legal expenses,
judgments, suits, and disbursements) incurred by, imposed upon, or asserted
against, Collateral Agent in any attempt by Collateral Agent to (i) obtain,
preserve, perfect or enforce any security interest evidenced by this Agreement,
any other Collateral Document or any other Lending Party Document; (ii) obtain
payment, performance or observance of any and all of the Obligations; or (iii)
maintain, insure, audit, collect, preserve, repossess or dispose of any of the
Collateral or any other collateral securing the Obligations, including, without
limitation, costs and expenses for appraisals, assessments, and audits of
Pledgor or any such Collateral; (b) to the extent not included in subpart (a)
hereof, any amounts payable to Collateral Agent pursuant to Section 9A.9 of the
Credit Agreement; and (c) all costs liabilities and expenses incidental or
related to (a) or (b) hereof, including, without limitation, interest thereupon
(i) prior to the occurrence of a Default Event, after ten (10) days after demand
therefor until paid, at the Default Rate, as defined in the Credit Agreement,
and (ii) after the occurrence of a Default Event, from the date incurred,
imposed or asserted until paid, at the Default Rate.
"Assignment" shall mean an Assignment in the form of Exhibit A attached
hereto.
"Bank Obligations" shall mean, collectively, (a) the Debt (as defined
in the Credit Agreement), and (b) all other Indebtedness or other obligations
incurred by any Company to Agent and the Banks pursuant to the Credit Agreement
or any other Loan Document, whether for principal, interest, fees, costs or
indemnities, and whether now existing or hereafter arising.
"Collateral" shall mean, collectively, all of Pledgor's existing and
future (a) patents, patent registrations, patent applications, trademarks,
trademark registrations, trademark applications and copyright registrations,
whether federal or state, including, but not limited to, those listed on
Schedule 1 hereto (as such Schedule 1 may from time to time be amended,
supplemented or otherwise modified); (b) common law trademark rights,
copyrights, improvements and inventions; (c) renewals, proceeds on infringement
suits, and rights to xxx for past, present and future infringements relating to
any of the foregoing; (d) goodwill associated with any of the foregoing; and (e)
proceeds of any of the foregoing.
"Credit Agreement" shall mean the Credit Agreement executed by and
among Borrower, Agent and the Banks and dated as of the 14th day of August,
1997, as amended and as the same may from time to time be further amended,
restated or otherwise modified.
"Default Event " shall mean a Default Event as defined in the Credit
Agreement.
"Hedge Agreement" shall mean any currency swap or hedge agreement,
interest rate swap, cap, collar or floor agreement, or other interest rate
management device entered into by Borrower with Agent or any of the Banks, or
any of their respective affiliates, in connection with the Debt.
"Lender" shall mean any Bank, Noteholder or Line of Credit Lender.
"Lending Party Documents" shall mean, collectively, the Loan Documents,
as defined in the Credit Agreement, the Note Agreements and the Line of Credit
Documents.
"Line of Credit Documents" shall mean the promissory notes and other
agreements evidencing or relating to the Line of Credit Obligations.
"Line of Credit Lender" shall mean (a) each of the financial
institutions set forth on Schedule 4 to the Credit Agreement so long as such
financial institution (i) is a Bank under this Agreement and (ii) has
established an unsecured, discretionary line of credit for Borrower and its
Subsidiaries, or (b) is a financial institution that has entered into a Hedge
Agreement with Borrower so long as such financial institution is a Bank under
this Agreement; provided that, if any such financial institution ceases to be a
Bank under the Credit Agreement, then the Line of Credit Obligations owing to
such financial institution shall no longer be secured by the Collateral.
"Line of Credit Obligations" shall mean all Indebtedness or other
obligations incurred by Borrower to the Line of Credit Lenders, whether for
principal, interest, fees, costs or indemnities, and whether now existing or
hereafter arising; provided, however, that the principal amount owing to any
Line of Credit Lender shall not exceed the amount set forth opposite such Line
of Credit Lender's name on Schedule 4 to the Credit Agreement.
"Note Agreement" shall mean any of (a) the Note Agreement dated as of
November 1, 1995, as amended, executed by Borrower in favor of Principal Mutual
Life Insurance Company, as Purchaser, with respect to $25,000,000 7.09% Senior
Notes Due November 7, 2005, and (b) the Note Agreement dated as of November 1,
1995, as amended, executed by Borrower in favor of Northwestern Mutual Life
Insurance Company, as Purchaser, with respect to $25,000,000 7.09% Senior Notes
Due November 7, 2005.
"Noteholder" shall mean Northwestern Mutual Life Insurance Company, and
its successors and assigns, or Principal Mutual Life Insurance Company, and its
successors and assigns.
"Noteholders" shall mean, collectively, Northwestern Mutual Life
Insurance Company and Principal Mutual Life Insurance Company, and their
respective successors and assigns.
"Noteholder Obligations" shall mean all Indebtedness or other
obligations incurred by Borrower to the Noteholders pursuant to the Note
Agreements, whether for principal, interest, fees, costs or indemnities, and
whether now existing or hereafter arising.
"Obligations" shall mean, collectively, (a) the Bank Obligations, (b)
the Noteholder Obligations, (c) the Line of Credit Obligations, and (d) all
Administrative Expenses and all other indebtedness or other obligations now
owing or hereafter incurred by Borrower or any other Company to Collateral Agent
pursuant to this Agreement or any of the Collateral Documents.
"Person" shall mean any individual, sole proprietorship, partnership,
joint venture, unincorporated organization, corporation, limited liability
company, institution, trust, estate, government or other agency or political
subdivision thereof or any other entity.
"USPTO" shall mean the United States Patent and Trademark Office in
Washington D.C.
Except as specifically defined herein, all capitalized terms used herein that
are defined in the Credit Agreement shall have the meanings ascribed to them in
the Credit Agreement. Unless otherwise defined in this Section 2, terms that are
defined in Chapter 1309 of the Ohio Revised Code, as in effect from time to
time, are used herein as so defined.
3. GRANT OF ASSIGNMENT AND SECURITY INTEREST. In consideration of and
as security for the full and complete payment of all of the Obligations, Pledgor
hereby agrees that Collateral Agent, for the benefit of the Lenders, shall at
all times have, and hereby grants to Collateral Agent, for the benefit of the
Lenders, a security interest in and assignment of all of the Collateral,
including (without limitation) all of Pledgor's future Collateral, irrespective
of any lack of knowledge by Collateral Agent or the Lenders of the creation or
acquisition thereof.
4. WARRANTIES AND REPRESENTATIONS. Except as otherwise described on
Schedule 4 hereof, Pledgor represents and warrants to Collateral Agent and the
Lenders that each of the following statements is true and complete:
(a) Pledgor owns the Collateral and, whether the same are registered or
unregistered, no such Collateral has been adjudged invalid or unenforceable.
(b) The Collateral set forth in subpart (a) of the "Collateral" definition
of this Agreement is valid and enforceable.
(c) Pledgor has no knowledge of any claim that the use of any of the
Collateral does or may violate the rights of any third person.
(d) Except for the liens granted in this Agreement, Pledgor is the sole
owner of the right, title and interest in and to the Collateral, free and clear
of any liens, charges and encumbrances, including, without limitation, pledges,
assignments, licenses, registered user agreements and covenants by Pledgor not
to xxx third persons.
(e) Pledgor has full power, authority and legal right to pledge the
Collateral and enter into this Agreement and perform its terms.
(f) Pledgor has used, and will continue to use, for the duration of
this Agreement, proper statutory notice in connection with its use of the
Collateral, except where the failure to do so will not have a material adverse
effect.
5. RIGHT TO USE. Unless and until there shall have occurred a Default
Event, Collateral Agent, on behalf of the Lenders, to the extent permitted by
law, hereby grants to Pledgor the exclusive, royalty-free, world-wide,
nontransferable right and license to use the Collateral on and in connection
with products manufactured, distributed, or both by or in connection with
products sold by Pledgor, for Pledgor's sole benefit and account and for none
other. Pledgor shall not enter into any agreement that is inconsistent with
Pledgor's obligations under this Agreement and shall not otherwise sell or
assign its interest in, or grant any sublicense under, other than in the
ordinary course of business, the license granted to Pledgor hereunder, without
Collateral Agent's prior written consent. Absent such prior written consent, any
such attempted sale or license is null and void.
6. RIGHT TO INSPECT. Pledgor hereby grants to Collateral Agent, for the
benefit of the Lenders, and its employees and agents the right, during regular
business hours, to visit Pledgor's plants and facilities or the plants and
facilities of any subcontractors (to the extent that Pledgor has the right to
grant such right) which manufacture, inspect, sell or store products sold under
any of the Collateral, and to inspect the products and quality control records
relating thereto at reasonable times during regular business hours, at Pledgor's
expense.
7. STANDARD PATENT AND TRADEMARK USE. Pledgor shall not use the Collateral
in any manner that would jeopardize the validity or legal status thereof.
Pledgor shall comply with all patent marking requirements as specified in 35
U.S.C.ss.287. Pledgor shall further conform its usage of any trademarks to
standard trademark usage, including, but not limited to, using the trademark
symbols(R),(TM), and SM where appropriate.
8. DEFAULT.
(a) Pledgor expressly acknowledges that Collateral Agent, on behalf of
the Banks, shall record this Agreement with the USPTO. Contemporaneously
herewith, Pledgor shall execute and deliver to Collateral Agent the Assignment,
which Assignment shall have no force and effect and shall be held by Collateral
Agent in escrow until the occurrence of a Default Event; provided, that,
anything herein to the contrary notwithstanding, the security interest and
collateral assignment granted herein shall be effective as of the date of this
Agreement. After the occurrence of a Default Event, the Assignment shall
immediately take effect upon certification of such fact by an authorized officer
of Collateral Agent in the form reflected on the fact of the Assignment and
Collateral Agent may, in its sole discretion, record the Assignment with USPTO.
(b) If any Default Event shall have occurred, Pledgor irrevocably
authorizes and empowers Collateral Agent, acting at the direction of the
Majority Banks, to terminate Pledgor's use of the Collateral and to exercise
such rights and remedies as allowed by law. Without limiting the generality of
the foregoing, Collateral Agent may immediately sell at public or private sale,
in a commercially reasonable manner, or otherwise realize upon all or, from time
to time, any of the Collateral together with the associated goodwill, or any
interest which Pledgor may have therein, and, after deducting from the proceeds
of sale or other disposition of the Collateral all expenses (including all
reasonable expenses for attorneys' and brokers' fees and other legal services),
Collateral Agent shall apply the residue of such proceeds against payment of the
Obligations for the benefit of the Lenders in accordance with the terms and
conditions of the Credit Agreement. Notice of any sale or other disposition of
the Collateral shall be given to Pledgor at least five (5) business days before
the time of any intended public or private sale or other disposition of the
Collateral is to be made, which Pledgor hereby agrees shall be reasonable notice
of such sale or other disposition. At any such sale or other disposition,
Collateral Agent or any Lender may, to the extent permissible under applicable
law, purchase the whole or any part of the Collateral sold, free from any right
of redemption on the part of Pledgor, which right is hereby waived and released.
9. TERMINATION. At such time as the Obligations have been irrevocably
paid in full, the Commitment, as defined in the Credit Agreement, terminated,
and the Credit Agreement terminated and not replaced by any other credit
facility with Agent and the Banks, this Agreement shall terminate and Collateral
Agent shall execute and deliver to Pledgor all deeds, assignments, and other
instruments as may be necessary or proper to release Collateral Agent's security
interest in and assignment of the Collateral and to re-vest in Pledgor full
title to the Collateral, subject to any disposition thereof which may have been
made by Collateral Agent, for the benefit of the Lenders, pursuant hereto.
10. MAINTAINING COLLATERAL, ATTORNEYS' FEES, COSTS AND EXPENSES.
Pledgor shall have the obligation and duty to perform all acts necessary to
maintain or preserve the Collateral, provided that Pledgor shall not be
obligated to maintain any Collateral in the event Pledgor determines, in the
reasonable business judgment of Pledgor, that the maintenance of such Collateral
is no longer necessary in Pledgor's business. Any and all reasonable fees, costs
and expenses, of whatever kind or nature, including, without limitation, the
attorneys' fees and legal expenses incurred by Collateral Agent and the Lenders
in connection with the amendment and enforcement of this Agreement, all
renewals, required affidavits and all other documents relating hereto and the
consummation of this transaction, the filing or recording of any documents
(including all taxes in connection therewith) in public offices, the payment or
discharge of any taxes, counsel fees, maintenance fees, encumbrances or
otherwise protecting, maintaining or preserving the Collateral, or in defending
or prosecuting any actions or proceedings arising out of or related to the
Collateral, shall be borne and paid by Pledgor, upon demand by Collateral Agent,
and, until so paid, shall be added to the principal amount of the Obligations.
11. PLEDGOR'S OBLIGATIONS TO PROSECUTE. Except as otherwise agreed to
by Collateral Agent in writing and subject to Section 10 hereof, Pledgor shall
have the duty to prosecute diligently any patent application or trademark
application pending as of the date of this Agreement or thereafter until the
Obligations shall have been paid in full, to file and prosecute opposition and
cancellation proceedings and to do any and all acts which are necessary or
desirable to preserve and maintain all rights in the Collateral in all material
respects, including, but not limited to, payment of any maintenance fees. Any
expenses incurred in connection with the Collateral shall be borne by Pledgor.
Pledgor shall not abandon any Collateral without the prior written consent of
Collateral Agent, unless such abandonment will not have a material adverse
effect on Pledgor or such abandonment is in connection with the abandonment of a
product or product line.
12. COLLATERAL AGENT'S RIGHTS TO ENFORCE. Pledgor shall have the right
to bring any opposition proceedings, cancellation proceedings or lawsuit in its
own name to enforce or protect the Collateral. Collateral Agent and the Lenders
shall have the right, but shall have no obligation, to join in any such action.
Pledgor shall promptly, upon demand, reimburse and indemnify Collateral Agent
and the Lenders for all damages, costs and expenses, including attorneys' fees
incurred by Collateral Agent and the Lenders in connection with the provisions
of this Section 12, in the event Collateral Agent and the Lenders elect to join
in any such action commenced by Pledgor.
13. POWER OF ATTORNEY. Pledgor hereby authorizes and empowers
Collateral Agent, acting on behalf of the Lenders, to make, constitute and
appoint any officer or agent of Collateral Agent as Collateral Agent may select,
in its exclusive discretion, as Pledgor's true and lawful attorney-in-fact, with
the power to endorse, after the occurrence of a Default Event, Pledgor's name on
all applications, documents, papers and instruments necessary for Collateral
Agent, on behalf of the Lenders, to use the Collateral, or to grant or issue any
exclusive or nonexclusive license under the Collateral to any third party, or
necessary for Collateral Agent, on behalf of the Lenders, to assign, pledge,
convey or otherwise transfer title in or dispose of the Collateral, together
with associated goodwill to a third party or parties. Pledgor hereby ratifies
all that such attorney shall lawfully do or cause to be done by virtue hereof.
This power of attorney shall be irrevocable for the life of this Agreement.
14. COLLATERAL AGENT'S RIGHT TO PERFORM OBLIGATIONS. If Pledgor fails
to comply with any of its obligations under this Agreement, Collateral Agent,
acting on behalf of the Lenders, may, but is not obligated to, do so in
Pledgor's name or in Collateral Agent's name, but at Pledgor's expense, and
Pledgor hereby agrees to reimburse Collateral Agent on demand in full for all
expenses, including reasonable attorneys' fees, incurred by Collateral Agent in
protecting, defending and maintaining the Collateral.
15. ADDITIONAL DOCUMENTS. Pledgor shall, upon written request of
Collateral Agent, enter into such additional documents or instruments as may be
required by Collateral Agent in order to effectuate, evidence or perfect the
interests of Collateral Agent and the Lenders in the Collateral as evidenced by
this Agreement.
16. NEW COLLATERAL. If, before the Obligations shall have been
satisfied in full, Pledgor shall obtain rights to any new Collateral, the
provisions of Section 1 shall automatically apply thereto as if the same were
identified on Schedule 1 as of the date hereof and Pledgor shall give Collateral
Agent prompt written notice thereof.
17. MODIFICATION FOR NEW COLLATERAL. Pledgor hereby authorizes
Collateral Agent to modify this Agreement by amending Schedule 1 to include any
future Collateral as contemplated by Sections 1 and 16 hereof and, at Collateral
Agent's request, Pledgor shall execute any documents or instruments required by
Collateral Agent in order to modify this Agreement as provided in this Section
17, provided that any such modification to Schedule 1 shall be effective without
the signature of Pledgor.
18. NO WAIVER. No course of dealing between Pledgor and Collateral
Agent and the Lenders, nor any failure to exercise, nor any delay in exercising,
on the part of Collateral Agent or the Lenders, any right, power or privilege
hereunder, under any of the Lending Party Documents, or any other document
executed in connection with any of the foregoing shall operate as a waiver
thereof; nor shall any single or partial exercise of any right, power or
privilege hereunder or thereunder preclude any other or further exercise thereof
or the exercise of any other right, power or privilege.
19. REMEDIES CUMULATIVE. All of the rights and remedies of Collateral Agent
and the Lenders with respect to the Collateral, whether established hereby or by
any other Lending Party Document, or by any other agreements or by law shall be
cumulative and may be executed singularly or concurrently.
20. SEVERABILITY. The provisions of this Agreement are severable, and,
if any clause or provision shall be held invalid and unenforceable in whole or
in part in any jurisdiction, then such invalidity or unenforceability shall
affect only such clause or provision, or part thereof, in such jurisdiction, and
shall not in any manner affect such clause or provision in any other
jurisdiction, or any other clause or provision of this Agreement in any
jurisdiction.
21. MODIFICATIONS. This Agreement may be amended or modified only by a
writing signed by the parties hereto, except as provided in Section 17 above. In
the event that any provision herein is deemed to be inconsistent with any
provision of any other Lending Party Documents (other than the Credit Agreement)
relating to the Collateral, the provisions of this Agreement shall control.
22. SUCCESSORS AND ASSIGNS. This Agreement shall inure to the benefit
of and be binding upon the respective successors and permitted assigns of the
parties, except that Pledgor may not assign any of its rights or duties
hereunder without the prior written consent of Collateral Agent. Any attempted
assignment or transfer without the prior written consent of Collateral Agent
shall be null and void.
23. NOTICE. All notices, requests, demands and other communications
provided for hereunder shall be in writing and, if to Pledgor, mailed or
delivered to it, addressed to it at the address specified on the signature page
of this Agreement, if to Collateral Agent, mailed or delivered to it, addressed
to it at the address specified below, or if to any Lender, mailed or delivered
to it, addressed to the address of such Lender specified in the appropriate
Lending Party Documents. All notices, statements, requests, demands and other
communications provided for hereunder shall be deemed to be given or made when
delivered or forty-eight (48) hours after being deposited in the mails with
postage prepaid by registered or certified mail, addressed as aforesaid, or sent
by facsimile with telephonic confirmation of receipt, except that notices from
Pledgor to Collateral Agent or any Lender pursuant to any of the provisions
hereof shall not be effective until received by Collateral Agent or such Lender.
All notices to Collateral Agent shall be sent to: KeyBank National Association,
as collateral agent, 000 Xxxxxx Xxxxxx, Xxxxxxxxx, Xxxx 00000, Attention: Large
Corporate Banking (or such other address as Collateral Agent shall specify in
writing).
24. GOVERNING LAW/JURISDICTION. This Agreement shall be construed and
enforced in accordance with, and the rights of the parties shall be governed by,
the laws of the State of Ohio, without regard to principles of conflicts of law.
Pledgor hereby consents to the personal jurisdiction of the state and federal
courts of the State of Ohio in connection with any controversy related to this
Agreement, waives any argument that venue in such forums is not convenient and
agrees that any litigation initiated by Pledgor against Collateral Agent or any
Lender shall be venued in the State or Federal District Courts of Ohio.
25. MAXIMUM LIABILITY OF PLEDGOR. Anything in this Agreement to the
contrary notwithstanding, in no event shall the amount of the Obligations
secured by this Agreement exceed the maximum amount that (after giving effect to
the incurring of the obligations hereunder and to any rights to contribution of
Pledgor from other affiliates of Borrower) would not render the rights to
payment of Agent and the Banks hereunder void, voidable or avoidable under any
applicable fraudulent transfer law.
[Remainder of page intentionally left blank.]
26. JURY TRIAL WAIVER. PLEDGOR, COLLATERAL AGENT, AGENT AND THE LENDERS
WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER
SOUNDING IN CONTRACT, TORT, OR OTHERWISE, AMONG PLEDGOR, COLLATERAL AGENT, AGENT
AND THE LENDERS, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO,
OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS
AGREEMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR
DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO.
IN WITNESS WHEREOF, the undersigned has executed this Agreement as of
the date first written above.
CASTING TECHNOLOGY COMPANY
Address: 0000 Xxxxxxxxxx Xxxxxxx Xxxxx By: Amcast Casting Technologies, Inc.,
Xxxxxx, Xxxx 00000 General Partner
Attention: Xxxxxxx Xxxxxxx
By: /s/ Xxxxxxx Xxxxxxx
Name: Xxxxxxx Xxxxxxx
Title: Treasurer
Acknowledged and consented to by:
KEYBANK NATIONAL ASSOCIATION,
as Collateral Agent
By: /s/ Xxxx X. Xxxxxxx
Name: Xxxx X. Xxxxxxx
Title: Vice President
SCHEDULE 1
EXHIBIT A
FORM OF ASSIGNMENT
THIS DOCUMENT SHALL BE HELD BY COLLATERAL AGENT, FOR THE BENEFIT OF THE BANKS,
IN ESCROW PURSUANT TO AND IN ACCORDANCE WITH THE PROVISIONS OF THE COLLATERAL
ASSIGNMENT AND SECURITY AGREEMENT (THE "AGREEMENT"), DATED AS OF JULY , 2001,
EXECUTED BY CASTING TECHNOLOGY COMPANY, AN INDIANA GENERAL PARTNERSHIP
("PLEDGOR"), IN FAVOR OF KEYBANK NATIONAL ASSOCIATION, AS COLLATERAL AGENT FOR
THE BANKS, AS DEFINED IN THE AGREEMENT (TOGETHER WITH ITS SUCCESSORS AND
ASSIGNS, "COLLATERAL AGENT"). BY SIGNING IN THE SPACE PROVIDED BELOW, THE
UNDERSIGNED OFFICER OF COLLATERAL AGENT CERTIFIES THAT AN EVENT OF DEFAULT, AS
DEFINED IN THE AGREEMENT, HAS OCCURRED AND THAT COLLATERAL AGENT HAS ELECTED TO
TAKE POSSESSION OF THE COLLATERAL, AS DEFINED BELOW, AND TO RECORD THIS DOCUMENT
WITH THE UNITED STATES PATENT AND TRADEMARK OFFICE. UPON RECORDING OF THIS
DOCUMENT WITH THE UNITED STATES PATENT AND TRADEMARK OFFICE, THIS LEGEND SHALL
CEASE TO HAVE ANY FORCE OR EFFECT.
KEYBANK NATIONAL ASSOCIATION,
as Collateral Agent
By:
Title:
Date:
ASSIGNMENT
WHEREAS, CASTING TECHNOLOGY COMPANY, an Indiana general partnership
("Pledgor"), is the owner of the Collateral, as hereinafter defined;
WHEREAS, Pledgor has executed a Collateral Assignment and Security
Agreement, dated as of July , 2001 (as the same may from time to time be
amended, restated or otherwise modified, the "Agreement"), in favor of KEYBANK
NATIONAL ASSOCIATION, as collateral agent for the Banks, as defined in the
Agreement (together with its successors and assigns, "Collateral Agent"),
pursuant to which Pledgor has granted to Collateral Agent, for the benefit of
the Banks, a security interest in and collateral assignment of the Collateral as
security for the Obligations, as defined in the Agreement;
WHEREAS, the Agreement provides that the security interest in and
collateral assignment of the Collateral is effective as of the date of the
Agreement;
WHEREAS, the Agreement provides that this Assignment shall become
effective upon the occurrence of a Default Event, as defined in the Agreement,
and Collateral Agent's election to take actual title to the Collateral;
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, and intending to be legally bound
hereby, Pledgor, its successors and assigns, subject to the limitations stated
in the paragraph immediately following, does hereby transfer, assign and set
over unto Collateral Agent, for the benefit of the Banks, and their respective
successors, transferees and assigns, all of its existing and future (a) patents,
patent registrations, patent applications, trademarks, trademark registrations,
trademark applications and copyright registrations, whether federal or state;
(b) common law trademark rights, copyrights, improvements and inventions; (c)
renewals, proceeds on infringement suits, and rights to xxx for past, present
and future infringements relating to any of the foregoing; (d) goodwill
associated with any of the foregoing; and (e) proceeds of any of the foregoing
(collectively, the "Collateral"), including, but not limited to, the Collateral
listed on Schedule 1 hereto that is registered in the United States Patent and
Trademark Office in Washington D.C. or that is the subject of pending
applications in the United States Patent and Trademark Office.
This Assignment shall be effective only upon certification of an
authorized officer of Collateral Agent, as provided above, that (a) a Default
Event, as defined in the Agreement, has occurred, and (b) Collateral Agent, on
behalf of the Banks, has elected to take actual title to the Collateral.
IN WITNESS WHEREOF, the undersigned has caused this Agreement to be
executed by its duly authorized officer on July 24th, 2001.
CASTING TECHNOLOGY COMPANY
By: Amcast Casting Technologies, Inc.,
General Partner
By: /s/ Xxxxxxx X. Xxxxxxx
Name: Xxxxxxx X. Xxxxxxx
Title: Treasurer
SCHEDULE 1
TO
ASSIGNMENT
