EXHIBIT 4.18
The Prudential Prudential Capital Group
Suite 2525
1230 Peachtree Street, N.E.
Atlanta, GA 30309
404 881-4400 Fax: 404 881-4407
March 6, 1995
Intermet Corporation
2859 Paces Ferry Road
Suite 1600
Atlanta, Georgia 30339
Ladies and Gentlemen:
Reference is made to the Note Agreement dated as of December
11, 1992, as amended (the "Agreement) between Intermet
Corporation and The Prudential Insurance Company of America
("Prudential"). Unless otherwise defined herein, capitalized
terms used herein have the meanings ascribed to such terms in the
Agreement.
1. Subject to the terms and conditions set forth herein,
Prudential hereby agrees that (1) paragraph 6B(2)(2) is hereby
amended and restated as of December 31, 1994 as follows:
(2) as of the last day of each fiscal quarter, Senior
Debt to exceed the following percentage of Total
Capitalization as at each fiscal quarter ending during the
stated periods:
Period Ratio
------ -----
Fourth Fiscal Quarter End 1994 51%
First Fiscal Quarter End 1995 49%
Second Fiscal Quarter End 1995 48%
Third Fiscal Quarter End 1995
and thereafter 45%
and (ii) the items set forth on Exhibit A attached hereto and
incorporated herein by reference were not incurred in the
ordinary course of business and are therefore properly added to
Consolidated Net Income (Loss) of the Company for the fourth
fiscal quarter of 1994 in determining Consolidated EBITDAR;
provided, however, that the nature of the items listed on Exhibit
A shall not be dispositive of an appropriate determination of
whether any future gain or loss is incurred in the ordinary
course of business of the Company.
Intermet Corporation
March 6, 1995
Page 2
2. This Amendment and Agreement shall be effective as of the
date above written upon receipt of (i) executed counterparts
hereof and (ii) a copy of a waiver and agreement to the Credit
Agreement in the form attached hereto as Exhibit B.
3. Except as expressly set forth herein, this Amendment and
Agreement shall not be deemed to be a waiver or modification of
any provisions of the Agreement and shall not preclude the future
exercise of any right, power or privilege available to any holder
of a Note.
4. This Amendment and Agreement may be signed in any number of
counterparts each of which shall be an original and all of which
together shall constitute one and same instrument.
If you are in agreement with the foregoing, please sign each
copy of this Amendment and Agreement and return two of them to
Prudential, together with the documentation described in
paragraph 2(ii) above.
Very truly yours,
THE PRUDENTIAL INSURANCE COMPANY
OF AMERICA
By: /s/ [UNREADABLE]
-------------------------------
Vice President
Agree to and accepted
this March 10, 1995
INTERMET CORPORATION
By: /s/ John D. Ernst
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title: V/P Finance