Common use of Conditions Precedent to Initial Loans and Letters of Credit Clause in Contracts

Conditions Precedent to Initial Loans and Letters of Credit. On the Closing Date, all obligations of Borrower hereunder incurred prior to such date (including, without limitation, Borrower's obligations to reimburse the reasonable fees and expenses of counsel to the Agent and any fees and expenses payable to the Agent, the Co-Agents, the Lenders and their Affiliates as previously agreed with Borrower), shall have been paid in full, and the Agent shall have received the following, in form and substance reasonably satisfactory in all respects to the Agent: (a) the duly executed counterparts of this Agreement; (b) the duly executed Revolving Credit Notes evidencing the Commitments and the duly executed Bid Facility Notes and the duly executed Swing Line Note evidencing the Swing Line Subcommitment; (c) the duly executed Guaranty Agreement; (d) a duly executed certificate of Borrower in substantially the form of Exhibit I attached hereto and appropriately completed; (e) certificates of the Secretary or Assistant Secretary of each of the Credit Parties attaching and certifying copies of the resolutions of the boards of directors of the Credit Parties, authorizing as applicable the execution, delivery and performance of the Credit Documents; (f) certificates of the Secretary or an Assistant Secretary of each of the Credit Parties certifying (i) the name, title and true signature of each officer of such entities executing the Credit Documents, and (ii) the bylaws or comparable governing documents of such entities; (g) certified copies of the certificate or articles of incorporation of each Credit Party certified by the Secretary of State or the Secretary or Assistant Secretary of such Credit Party, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of incorporation or organization of such Credit Party; (i) certificates, reports and other information as the Agent may reasonably request from any Credit Party or any Consolidated Company in order to satisfy the Lenders as to the absence of any material liabilities or obligations arising from (i) litigation (including without limitation, products liability and patent infringement claims) pending or threatened against the Credit Parties or any of their respective Consolidated Subsidiaries, (ii) matters relating to employees of the Credit Parties or any of their respective Consolidated Subsidiaries, including employee relations, collective bargaining agreements, plans and other compensation and employee benefit plans, and (iii) environmental and employee health and safety exposures to which the Credit Parties or any of their respective Consolidated Subsidiaries may be subject, and the plans of the such Person with respect thereto; (j) the favorable opinion of Smit▇, ▇▇mb▇▇▇▇ & ▇uss▇▇▇, ▇▇unsel to the Credit Parties, substantially in the form of Exhibit J addressed to the Agent, the Co-Agents and each of the Lenders; (k) the Guarantor shall have executed and delivered the Parent Credit Agreement and all conditions precedent to the initial funding thereunder shall have been fulfilled or waived; and (l) all corporate proceedings and all other legal matters in connection with the authorization, legality, validity and enforceability of the Credit Documents shall be reasonably satisfactory in form and substance to the Required Lenders.

Conditions Precedent to Initial Loans and Letters of Credit. On the Closing Date, all obligations of Borrower Intermet hereunder incurred prior to such date (including, without limitation, BorrowerIntermet's obligations to reimburse the reasonable fees and expenses of counsel to the Administrative Agent and any fees and expenses payable to the Administrative Agent, the Co-Agents, the Lenders and their Affiliates pursuant to the Fee Letter or as otherwise previously agreed with BorrowerIntermet), shall have been paid in full, and the Administrative Agent shall have received the following, in form and substance reasonably satisfactory in all respects to the Administrative Agent: (a) the duly executed counterparts of this Agreement; (b) the duly executed Revolving Credit Notes evidencing the Commitments and the duly executed Bid Facility Notes and the duly executed Swing Line Note evidencing the Swing Line SubcommitmentSwingline Note; (c) the duly executed Guaranty Agreement; (d) a duly executed certificate of Borrower Intermet in substantially the form of Exhibit I F attached hereto and appropriately completed;: (e) certificates of the Secretary or Assistant Secretary of each of the Credit Parties (or, in the case of any Foreign Subsidiary, a comparable company officer) attaching and certifying copies of the resolutions of the boards of directors (or, in the case of any Foreign Subsidiary, the comparable governing body of such entity) of the Credit Parties, authorizing as applicable the execution, delivery and performance of the Credit Documents; (f) certificates of the Secretary or an Assistant Secretary of each of the Credit Parties (or, in the case of any Foreign Subsidiary, a comparable company officer) certifying (i) the name, title and true signature of each officer of such entities executing the Credit Documents, and (ii) the bylaws or comparable governing documents of such entities; (g) certified copies of the certificate or articles of incorporation of each Credit Party (or comparable organizational document) certified by the Secretary of State or the Secretary or Assistant Secretary of such Credit Party, together with certificates of good standing or existence, as may be available from the Secretary of State (or comparable office or registry for each Foreign Subsidiary) of the jurisdiction of incorporation or organization of such Credit Party; (h) copies of all documents and instruments, including all consents, authorizations and filings, required or advisable under any Requirement of Law or by any material Contractual Obligation of the Credit Parties, in connection with the execution, delivery, performance, validity and enforceability of the Credit Documents and the other documents to be executed and delivered hereunder, and such consents, authorizations, filings and orders shall be in full force and effect and all applicable waiting periods shall have expired; (i) an internally prepared draft of Intermet's consolidated financial statements for the fiscal period ending June 30, 1999, certified by the chief financial officer of Intermet; (j) evidence that the Prior Credit Agreement has been terminated and all amounts repaid thereunder; (k) certificates, reports and other information as the Administrative Agent may reasonably request from any Credit Party or any Consolidated Company in order to satisfy the Lenders as to the absence of any material liabilities or obligations arising from matters relating to employees of the Consolidated Companies, including employee relations, collective bargaining agreements, Plans, Foreign Plans, and other compensation and employee benefit plans; (il) certificates, reports, environmental audits and investigations, and other information as the Administrative Agent may reasonably request from any Consolidated Company in order to satisfy the Lenders as to the absence of any material liabilities or obligations arising from environmental and employee health and safety exposures to which the Consolidated Companies may be subject, and the plans of the Consolidated Companies with respect thereto; (m) certificates, reports and other information as the Administrative Agent may reasonably request from any Consolidated Company in order to satisfy the Lenders as to the absence of any material liabilities or obligations arising from litigation (including without limitation, products liability and patent infringement claims) pending or threatened against the Credit Parties or any of their respective Consolidated Subsidiaries, (ii) matters relating to employees of the Credit Parties or any of their respective Consolidated Subsidiaries, including employee relations, collective bargaining agreements, plans and other compensation and employee benefit plans, and (iii) environmental and employee health and safety exposures to which the Credit Parties or any of their respective Consolidated Subsidiaries may be subject, and the plans of the such Person with respect theretoCompanies; (jn) a summary, set forth in format and detail reasonably acceptable to the Administrative Agent, of the types and amounts of insurance (property and liability) maintained by the Consolidated Companies; (i) the favorable opinion of SmitDick▇, ▇▇mb▇▇▇▇ & ▇uss▇▇▇, g▇▇ ▇▇unsel ▇C, counsel to the Credit Parties, substantially in the form of Exhibit J G-1, addressed to the Administrative Agent and each of the Lenders, (ii) the favorable opinion of Kilp▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇, special Georgia counsel to the Credit Parties, substantially in the form of Exhibit G-2, addressed to the Administrative Agent and each of the Lenders and (iii) the favorable opinion of Maye▇, ▇▇ow▇ & ▇lat▇, ▇▇ecial New York counsel to the Administrative Agent, substantially in the Co-Agents form of Exhibit G-3, addressed to the Administrative Agent and each of the Lenders; (k) the Guarantor shall have executed and delivered the Parent Credit Agreement and all conditions precedent to the initial funding thereunder shall have been fulfilled or waived; and (lp) all corporate proceedings and all other legal matters in connection with the authorization, legality, validity and enforceability of the Credit Documents shall be reasonably satisfactory in form and substance to the Required Lenders; and (q) the duly executed counterparts of the 364-Day Credit Agreement and the satisfaction of all conditions to effectiveness thereunder.

Conditions Precedent to Initial Loans and Letters of Credit. On At the time of the making of the initial Loans hereunder on the Closing DateDate and the issuance of the initial Letter of Credit hereunder, all obligations of Borrower hereunder Parent and Acquisition Sub to Agent and Lenders incurred prior to such date the initial Loans (including, without limitation, Borrower's obligations to reimburse the reasonable fees and expenses of counsel to the Agent and any fees and expenses payable to the Agent, the Co-Agents, the Lenders and their Affiliates Agent as previously agreed with Borrower), shall have been paid in full, and the Agent shall have received the following, in form and substance reasonably satisfactory in all respects to the Agent: (a) the duly executed counterparts of this Agreement; (b) the duly executed completed Revolving Credit Notes evidencing the Revolving Loan Commitments and the duly executed Bid Facility Notes and the duly executed Swing Line Note evidencing the Swing Line Subcommitment; (c) the duly executed Guaranty Agreements and Contribution Agreement; (d) the duly executed Borrower Security Agreement and appropriate UCC financing statements relating thereto; (e) the duly executed Trademark Security Agreement; (f) accompanying Uniform Commercial Code financing statements relating thereto; (g) the duly executed Pledge Agreements accompanied, to the extent relevant under applicable law, by (i) all stock certificates representing the Pledged Stock, (ii) stock powers for those shares duly executed in blank, (iii) Uniform Commercial Code financing statements relating thereto, and (iv) any other documentation requested by the Agent in order to assure the perfection of a first priority lien in such Pledged Stock in favor of the Agent for the benefit of the Lenders; (h) a duly executed certificate of a senior officer of the Parent and the Acquisition Sub certifying that each of the Credit Parties, after giving effect to the transactions contemplated by this Agreement, will be solvent, in form and substance satisfactory to the Agent; (i) duly executed Mortgages, together with appropriate Uniform Commercial Code fixture financing statements; (j) a duly executed closing certificate of the Borrower and the Parent in substantially the form of Exhibit I G attached hereto and appropriately completed;; --------- (ek) certificates of the Secretary Secretaries or Assistant Secretary of each Secretaries of the Credit Parties attaching and certifying copies of the resolutions of the boards board of directors of the Credit Parties, authorizing as applicable the execution, delivery and performance of the Credit DocumentsDocuments by the Credit Parties party thereto; (fl) certificates of the Secretary Secretaries or an Assistant Secretary of each of the Credit Parties certifying (i) the name, title and true signature of each officer of such entities the Credit Parties executing the Credit Documents, and (ii) the bylaws or comparable governing documents of such entitiesthe Credit Parties; (gm) certified copies of the articles or certificate or articles of incorporation or charters of each the Credit Party Parties certified by the Secretary Secretaries of State or and by the Secretary Secretaries or Assistant Secretary Secretaries of such the Credit PartyParties, together with certificates of good standing or existence, as may be available from the Secretary Secretaries of State of the jurisdiction of incorporation or organization of such the Credit PartyParties and each other jurisdiction where the Credit Parties ownership of property or the conduct of its business require it to be qualified, except where a failure to be so qualified would not have a Materially Adverse Effect; (n) acknowledgments from CT Corporation System or National Registered Agents, Inc. as to its appointment as agent for service of process for the Credit Parties; (o) the favorable opinion of (i) Long ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, counsel to the Credit Parties, substantially in the form of Exhibit H-1, addressed to the Agent ----------- and each of the Lenders, and (ii) ▇▇▇▇▇▇ & ▇▇▇▇▇▇, special Tennessee counsel to the Credit Parties, substantially in the form of Exhibit H-2, addressed to the ----------- Agent and each of the Lenders; (p) copies of all documents and instruments, including all consents, authorizations and filings, required or advisable under any Requirement of Law or by any material Contractual Obligation of the Credit Parties, in connection with the execution, delivery, performance, validity and enforceability of the Credit Documents and the other documents to be executed and delivered hereunder, and such consents, authorizations, filings and orders shall be in full force and effect and all applicable waiting periods shall have expired; (q) reports from the Uniform Commercial Code records of each of the jurisdictions listed on Schedule 4.01 hereto, in each case showing no ------------- outstanding liens or security interests granted by any Credit Party other than (x) Permitted Liens and (y) Liens in favor of the Agent; (r) copies of indentures, credit agreements, instruments, and other documents evidencing or securing Indebtedness of any Consolidated Company described on Schedule 7.01, in any single case in an amount not less than ------------- $1,000,000; (s) certificates, reports and other information as the Agent Agents may reasonably request from any Credit Party or any Consolidated Company in order to satisfy the Lenders as to the absence of any material liabilities or obligations arising from (i) litigation (including without limitation, products liability and patent infringement claims) pending or threatened against the Credit Parties or any of their respective Consolidated Subsidiaries, (ii) matters relating to employees of the Credit Parties or any of their respective Consolidated SubsidiariesCompanies, including employee relations, collective bargaining agreements, plans Plans and other compensation and employee benefit plans, and (iii) environmental and employee health and safety exposures to which the Credit Parties or any of their respective Consolidated Subsidiaries may be subject, and the plans of the such Person with respect thereto; (jt) the favorable opinion of Smit▇a summary, ▇▇mb▇▇▇▇ & ▇uss▇▇▇, ▇▇unsel to the Credit Parties, substantially set forth in the form of Exhibit J addressed format and detail acceptable to the Agent, the Co-Agents and each of the Lenderstypes and amounts of insurance (property and liability) maintained by the Consolidated Companies accompanied by the insurance certificates naming the Agent as loss payee and additional insured as may be required by the terms of the Security Documents; (ku) a copy of the Guarantor shall have executed and delivered Merger Agreement, accompanied by the certificate of a senior officer of the Parent Credit as to the consummation of the Acquisition and the other transactions contemplated by the Merger Agreement and certain other matters, together with copies of the documents required to be delivered pursuant to the Merger Agreement, together with the certificate of a senior officer of the Parent as to the accuracy thereof; (v) evidence satisfactory to the Agent that all conditions precedent to the initial funding thereunder shall consummation of the Merger have been fulfilled and that the Merger will take place concurrently with or waived; andprior to the initial Advance hereunder; (lw) a copy of the Senior Note Indenture, in form and substance satisfactory to the Agent, accompanied by a certificate of a senior officer of the Acquisition Sub stating that all conditions precedent to the issuance of the Senior Notes have been satisfied and that the Senior Notes will be issued concurrently with or prior to the initial Advance hereunder, resulting in the receipt of gross proceeds thereof in an amount of not less than $100,000,000; (x) evidence satisfactory to the Agent of an equity investment in Borrower made by Parent (funded by private equity contributions to Parent) in an amount of not less than $35,000,000; (y) a duly executed Solvency Certificate of the Borrower; (z) a duly executed Closing Memorandum; (aa) written direction from the Acquisition Sub to the Agent regarding the disbursement of the proceeds of the initial Advances to be made on the Closing Date; (bb) evidence satisfactory to the Agent of the repayment of all other Indebtedness of the Target other than Indebtedness permitted by the terms of this Agreement, and the release of all Liens securing the same (including without limitation, the Existing Credit Agreement); and (cc) evidence assuring the Agent and the Lenders that all corporate proceedings and all other legal matters in connection with the authorization, legality, validity and enforceability of the Credit Documents shall be reasonably satisfactory and the Transaction are in form and substance satisfactory to the Required LendersLenders in the exercise of their reasonable credit judgment.

Conditions Precedent to Initial Loans and Letters of Credit. On The obligation of the Banks to make the initial Loans (including Swingline Advances) and to issue the initial Letter of Credit shall be subject to the fulfillment of the following conditions precedent on or before the Closing Date, all obligations of Borrower hereunder incurred prior to such date (including, without limitation, Borrower's obligations to reimburse the reasonable fees and expenses of counsel Date in a manner satisfactory to the Agent and any fees and expenses payable to the Agent, the Co-Agents, the Lenders and their Affiliates as previously agreed with Borrower), shall have been paid in full, and the Agent Banks: (a) Each Bank shall have received the following, in form and substance reasonably satisfactory in all respects to the Agent: (ai) A copy of resolutions approving this Agreement and authorizing the duly executed counterparts of transactions contemplated in this Agreement; (b) the duly executed Revolving Credit Notes evidencing the Commitments Agreement and the other Loan Papers, duly executed Bid Facility Notes and adopted by the duly executed Swing Line Note evidencing the Swing Line Subcommitment; (c) the duly executed Guaranty Agreement; (d) a duly executed certificate Board of Borrower in substantially the form of Exhibit I attached hereto and appropriately completed; (e) certificates of the Secretary or Assistant Secretary Directors of each of the Credit Parties attaching and certifying copies Companies, accompanied by a certificate of the resolutions President and Secretary of the boards respective Company, dated the date hereof, that such copy is a true and correct copy of directors resolutions duly adopted at a meeting (which may be held if permitted by applicable Law and, if required by such Law, by the Bylaws of the Credit Partiesrespective Company, authorizing as by conference telephone or similar communications equipment by means of which all persons participating in a meeting can hear each other) of, or by the unanimous written consent of (if permitted by applicable Law and, if required by such Law, by the execution, delivery and performance Bylaws of the Credit Documents; (f) certificates respective Company),the Board of Directors of the Secretary respective Company, and that such resolutions have not been amended, modified, repealed, or an Assistant Secretary of each revoked in any respect, and are in full force and effect as of the Credit Parties certifying (i) the name, title and true signature of each officer of such entities executing the Credit Documents, and date hereof. (ii) A certificate of incumbency of all officers of Borrower and each Company who will be authorized to execute or attest this Agreement or any document delivered pursuant hereto on behalf of Borrower or such Company, dated the bylaws date hereof, executed by the President and the Secretary of Borrower or comparable governing documents of such entities;Company. (giii) certified copies of the certificate or The articles of incorporation of Borrower and each Credit Party Company certified by the Secretary of State or of the Secretary or Assistant Secretary state of such Credit Partyits incorporation and dated a current date. (iv) The bylaws of Borrower and each Company certified by its President and Secretary. (v) Certificates of the appropriate government officials of the state of incorporation of Borrower and each Company as to its existence and, together with to the extent applicable, good standing and certificates of the appropriate government officials of each state in which Borrower and each Company is required to qualify to do business and where failure to so qualify could reasonably be expected to have a Material Adverse Effect, as to such Person's qualification to do business and good standing in such state, all dated a current date. (vi) Its Revolving Credit Note and, with respect to Agent, its Swingline Note, each duly executed by Borrower. (vii) A Guaranty Agreement (or existenceratification thereof, as may be available from if applicable), in form and substance satisfactory to the Secretary of State Banks, appropriately executed and delivered by each of the jurisdiction of incorporation or organization of such Credit Party;Companies other than Borrower. (iviii) certificatesThe Security Agreement in substantially the form of EXHIBIT I and executed by the Borrower and each Company; Code, tax and judgment Lien search reports listing all documentation on file against Borrower and other information each Company in each jurisdiction in which such entity has its principal place of business or when Collateral is or will be located; and executed documentation as the Agent may reasonably request from any Credit Party deem necessary to perfect or any Consolidated Company in order to satisfy the Lenders as to the absence of any material liabilities or obligations arising from protect its Liens, including, without limitation: (i) litigation (including without limitation, products liability financing statements under the Code and patent infringement claims) pending or threatened against other applicable documentation under the Credit Parties or Laws of any jurisdiction with respect to the perfection of their respective Consolidated Subsidiaries, Liens; (ii) matters relating to employees lien subordinations from the landlords of the Credit Parties or any locations of their respective Consolidated Subsidiaries, including employee relations, collective bargaining agreements, plans each entity containing such access agreements and other compensation and employee benefit plans, subordinations as Agent may require; and (iii) environmental waivers, subordinations or acknowledgments from all other third parties who have possession or control of any Collateral. (ix) Duly executed UCC-3 termination statements, mortgage releases and employee health and safety exposures such other documentation as shall be necessary to which terminate or release all existing Liens on the Credit Parties assets of Borrower or any the Companies other than those Permitted Liens. (x) Certificates of their respective Consolidated Subsidiaries may be subject, insurance summarizing the insurance policies of the Borrower and the plans of the Companies required by this Agreement and reflecting Agent as additional insured under such Person policies and as loss payee with respect thereto;to all policies covering Collateral. (jxi) the favorable An opinion of Smit▇, ▇▇mb▇▇▇▇ & ▇uss▇▇▇, ▇▇unsel to counsel for Borrower and the Credit PartiesCompanies, substantially in the form of Exhibit J addressed and substance acceptable to the AgentBanks and their counsel, covering favorably such matters relating or incident to the Co-Agents transactions contemplated by this Agreement and each of the Lenders;other Loan Papers as the Banks may request. (kxii) The fees due on the Guarantor shall have executed and delivered Closing Date as described in the Parent Credit Agreement and all conditions precedent to the initial funding thereunder shall have been fulfilled or waived; andFee Letter. (lxiii) Such other documents as Agent or any Bank may reasonably request. (b) The representations and warranties contained in ARTICLE IV of this Agreement shall be true and correct in all material respects on and as of such date with the same effect as if made on and as of such date. (c) No Default or Potential Default, shall be in existence on such date or after giving effect to such initial Loans or Letter of Credit. (d) All corporate and legal proceedings and all other legal matters documents required to be completed and executed by the provisions of, and all instruments to be executed in connection with the authorizationtransactions contemplated by, legality, validity this Agreement and enforceability of the Credit Documents any related agreements shall be reasonably satisfactory in form and substance to Agent and the Required LendersBanks, and Agent and the Banks shall have received all information and copies of all documents, including records of corporate proceedings, required by this Agreement and any related agreements to be executed or which Agent or any Bank may reasonably have requested in connection therewith, such documents, where appropriate, to be certified by proper corporate or governmental authorities. (e) No legal proceeding shall be pending or threatened against Borrower or any other Company by or before any, Tribunal which could reasonably be expected to have a Material Adverse Effect. (f) The consummation of such Loans or issuance of such Letter of Credit shall not violate any applicable provision of any Law. (g) The existing revolving loan facility between Borrower and ▇▇▇▇▇ Fargo, individually, in the maximum principal amount of $1,000,000 shall have been terminated.

Conditions Precedent to Initial Loans and Letters of Credit. On the Closing Date, all obligations of Borrower hereunder incurred prior to such date (including, without limitation, Borrower's obligations to reimburse the reasonable fees and expenses of counsel to the Agent and any fees and expenses payable to the Agent, the Co-Agents, the Lenders and their Affiliates as previously agreed with Borrower), shall have been paid in full, and the Agent shall have received the following, in form and substance reasonably satisfactory in all respects to the Agent: (a) the duly executed counterparts of this Agreement; (b) the duly executed Revolving Credit Notes evidencing the Commitments and the duly executed Bid Facility Notes and the duly executed Swing Line Note evidencing the Swing Line Subcommitment; (c) the duly executed Guaranty Agreement; (d) a duly executed certificate of Borrower in substantially the form of Exhibit I attached hereto and appropriately completed; (e) certificates of the Secretary or Assistant Secretary of each of the Credit Parties attaching and certifying copies of the resolutions of the boards of directors of the Credit Parties, authorizing as applicable the execution, delivery and performance of the Credit Documents; (f) certificates of the Secretary or an Assistant Secretary of each of the Credit Parties certifying (i) the name, title and true signature of each officer of such entities executing the Credit Documents, and (ii) the bylaws or comparable governing documents of such entities; (g) certified copies of the certificate or articles of incorporation of each Credit Party certified by the Secretary of State or the Secretary or Assistant Secretary of such Credit Party, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of incorporation or organization of such Credit Party; (h) copies of all documents and instruments, including all consents, authorizations and filings, required or advisable under any Requirement of Law or by any material Contractual Obligation of the Credit Parties, in connection with the execution, delivery, performance, validity and enforceability of the Credit Documents and the other documents to be executed and delivered hereunder, and such consents, authorizations, filings and orders shall be in full force and effect and all applicable waiting periods shall have expired; (i) certificates, reports and other information as the Agent may reasonably request from any Credit Party or any Consolidated Company in order to satisfy the Lenders as to the absence of any material liabilities or obligations arising from (i) litigation (including without limitation, products liability and patent infringement claims) pending or threatened against the Credit Parties or any of their respective Consolidated SubsidiariesCompanies, (ii) matters relating to employees of the Credit Parties or any of their respective Consolidated SubsidiariesCompanies, including employee relations, collective bargaining agreements, plans and other compensation and employee benefit plans, and (iii) environmental and employee health and safety exposures to which the Credit Parties or any of their respective Consolidated Subsidiaries Companies may be subject, and the plans of the such Person Consolidated Companies with respect thereto; (j) the favorable opinion of Smit▇, ▇▇mb▇▇▇▇ & ▇uss▇▇▇, ▇▇unsel to the Credit Parties, substantially in the form of Exhibit J addressed to the Agent, the Co-Agents and each of the Lenders; (k) the Guarantor shall have executed and delivered the Parent Credit Agreement and all conditions precedent to the initial funding thereunder shall have been fulfilled or waived; and (lk) all corporate proceedings and all other legal matters in connection with the authorization, legality, validity and enforceability of the Credit Documents shall be reasonably satisfactory in form and substance to the Required Lenders.

Conditions Precedent to Initial Loans and Letters of Credit. On The obligation of each Lender to make its initial Loan and the obligation of the Issuer to issue the initial Letter of Credit is subject to satisfaction of the conditions precedent that the Agent shall have received, on the Closing Date, all obligations of Borrower hereunder incurred prior to such date (including, without limitation, Borrower's obligations to reimburse the reasonable fees and expenses of counsel to the Agent and any fees and expenses payable to the Agent, the Co-Agents, the Lenders and their Affiliates as previously agreed with Borrower), shall have been paid in full, and the Agent shall have received the following, each dated the Closing Date unless otherwise indicated, in form and substance reasonably satisfactory in all respects to the AgentAgent and (except for the Notes) in sufficient copies for each Lender: (a) the This Agreement, duly executed counterparts of this Agreement;and delivered by the Borrower, in form and substance satisfactory to the Agent and the Lenders. (b) The Notes to the duly executed Revolving Credit Notes evidencing order of the Commitments and the duly executed Bid Facility Notes and the duly executed Swing Line Note evidencing the Swing Line Subcommitment;Lenders. (c) Certified copies of (i) the duly executed Guaranty Agreement;resolutions of the Board of Directors of each Loan Party approving the Loan Documents to which it is a party, and (ii) all documents evidencing other necessary corporate action and required governmental and third party approvals, licenses and consents with respect to each Loan Document and the transactions contemplated thereby. (d) a duly executed A copy of the articles or certificate of Borrower in substantially incorporation of each Loan Party certified as of a recent date by the form Secretary of Exhibit I attached hereto State of the state of incorporation of such Loan Party, together with certificates of such official attesting to the good standing of each such Loan Party, and appropriately completed;a copy of the certificate of incorporation and the By-Laws of each Loan Party certified as of the Closing Date by the Secretary or an Assistant Secretary of each such Loan Party. (e) certificates of the Secretary or Assistant Secretary of each of the Credit Parties attaching and certifying copies of the resolutions of the boards of directors of the Credit Parties, authorizing as applicable the execution, delivery and performance of the Credit Documents; (f) certificates A certificate of the Secretary or an Assistant Secretary of each of Loan Party certifying the Credit Parties certifying (i) the name, title names and true signature signatures of each officer of such entities executing the Credit Documents, Loan Party who has been authorized to execute and (ii) the bylaws deliver any Loan Document or comparable governing documents other document required hereunder to be executed and delivered by or on behalf of such entities;Loan Party. (f) A Subsidiary Guaranty, duly executed by each Guarantor. (g) certified copies of the certificate or articles of incorporation of each Credit Party certified The Security Agreement duly executed by the Secretary of State or the Secretary or Assistant Secretary of such Credit Party, Borrower and each Guarantor together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of incorporation or organization of such Credit Party;with: (i) certificates, reports and acknowledgment copies or other information as evidence satisfactory to the Agent of proper financing statements (Form UCC-1) (the "FINANCING STATEMENTS") duly filed under the Uniform Commercial Code of all jurisdictions as may reasonably request from any Credit Party be necessary or, in the opinion of the Agent, desirable to perfect the Lien created by such Security Agreement, (ii) certified copies of Requests for Information or any Consolidated Company Copies (Form UCC-11), or equivalent reports, listing the Financing Statements referred to in order to satisfy the Lenders as to the absence of any material liabilities or obligations arising from paragraph (i) litigation above and all other effective financing statements which name any Loan Party (including without limitationunder its present name and or previous name) as debtor and which are filed in the jurisdictions referred to in said paragraph (i) above, products liability and patent infringement claims) pending or threatened against together with copies of such other financing statements (none of which shall cover the Credit Parties or any of their respective Consolidated Subsidiaries, (ii) matters relating Collateral purported to employees of be covered by such Security Agreement except as otherwise permitted by the Credit Parties or any of their respective Consolidated Subsidiaries, including employee relations, collective bargaining agreements, plans and other compensation and employee benefit plans, and Loan Documents); and (iii) environmental evidence that the insurance required by the terms of the Collateral Documents and employee health by Section 6.4 is in full force and safety exposures to which the Credit Parties or any of their respective Consolidated Subsidiaries may be subjecteffect. (h) The Intercreditor Agreement, duly executed by each party thereto. (i) The Borrower Pledge Agreement and the plans of Chargit Pledge Agreement (collectively, the such Person "Pledge Agreements") duly executed by the Borrower and Chargit, together with respect thereto;the certificates evidencing the Pledged Shares referred to therein, accompanied by appropriate executed stock powers endorsed in blank and the instruments evidencing the Pledged Debt referred to therein, accompanied by executed assignments endorsed in blank. (j) The Blocked Account Letter, duly executed by each party thereto. (k) The mortgage and pledge agreement with respect to the Zanesville Bonds shall have been assigned to the Agent pursuant to an assignment, in form and substance satisfactory to the Agent, as security for the Reimbursement Obligations in connection with the Letter of Credit issued in connection with the Zanesville Bonds. (l) A favorable opinion of SmitJone▇, ▇▇mb▇▇y, Reav▇▇ & ▇uss▇▇ogu▇, ▇▇unsel to the Credit Loan Parties, in substantially in the form of Exhibit J addressed EXHIBIT I, and as to such other matters as any Lender or Issuer through the Agent may reasonably request, together with a copy of the opinion rendered by such firm with respect to the enforceability of the Securitization Documents and related matters accompanied by a letter to the effect that the Agent, the Co-Agents Lenders and the Issuer may rely thereon. (m) A certificate, signed by a Responsible Officer of the Borrower, stating that each of the Lenders;conditions specified in Sections 3.2(a), (b), (c), (d) and (n) and 3.3(b) has been satisfied. (kn) the Guarantor shall have executed and delivered the Parent Credit Agreement and all conditions precedent to the initial funding thereunder shall have been fulfilled or waived; and (l) all corporate proceedings and all other legal matters in connection with the authorization, legality, validity and enforceability A copy of the Credit Documents shall be reasonably satisfactory most recent business and financial plan of the Borrower and its Subsidiaries, in form and substance satisfactory to the Required Lenders, setting forth, INTER ALIA, by month for 1998 the expected amount and payment dates of all material liabilities. (o) Pro forma consolidated and consolidating statements of capitalization of the Borrower and its Subsidiaries as of the consummation of the Plan of Reorganization, giving effect to the consummation of the Plan of Reorganization, this Agreement, the transactions contemplated hereby and thereby and the payment or accrual of all fees and expenses payable on the consummation of the Plan of Reorganization. (p) Such additional documents, information and materials as any Lender or Issuer, through the Agent, may reasonably request.

Conditions Precedent to Initial Loans and Letters of Credit. On the Closing Date, all obligations of Borrower Intermet hereunder incurred prior to such date (including, without limitation, BorrowerIntermet's obligations to reimburse the reasonable fees and expenses of counsel to the Agent and any fees and expenses payable to the Agent, the Co-Agents, Agent and the Lenders and their Affiliates as previously agreed with BorrowerIntermet), shall have been paid in full, and the Agent shall have received the following, in form and substance reasonably satisfactory in all respects to the Agent: (a) the duly executed counterparts of this Agreement; (b) the duly executed completed Revolving Credit Notes evidencing the Revolving Loan Commitments and the duly executed Bid Facility Notes and the duly executed Swing Line Currency Note evidencing the Swing Line SubcommitmentCurrency Loan Commitment; (c) the duly executed Guaranty Agreements, Contribution Agreements and Pledge Agreement; (d) a duly executed certified copies of the organizational papers of Columbus Neunkirchen; (e) certificate of Borrower Intermet in substantially the form of Exhibit I G attached hereto and appropriately completed; (ef) certificates of the Secretary or Assistant Secretary of each of the Credit Parties (or, in the case of any Foreign Subsidiary, a comparable company officer) attaching and certifying copies of the resolutions of the boards of directors (or, in the case of any Foreign Subsidiary, the comparable governing body of such entity) of the Credit Parties, authorizing as applicable (i) the execution, delivery and performance of the Credit Documents, and (ii) the granting of the pledges and security interests granted pursuant to the Pledge Agreements; (fg) certificates of the Secretary or an Assistant Secretary of each of the Credit Parties (or, in the case of any Foreign Subsidiary, a comparable company officer) certifying (i) the name, title and true signature of each officer of such entities executing the Credit Documents, and (ii) the bylaws or comparable governing documents of such entities; (gh) certified copies of the certificate or articles of incorporation of each Credit Party (or comparable organizational document of each Foreign Subsidiary) certified by the Secretary of State or the Secretary or Assistant Secretary of such Credit Party, together with certificates of good standing or existence, as may be available avail- able from the Secretary of State (or comparable office or registry for each Foreign Subsidiary) of the jurisdiction of incorporation or organization of such Credit Party; (i) certificatesexamination reports from the Uniform Commercial Code records of those locations set forth on Schedule 6.01(i), reports and showing no outstanding liens or security interests granted by Intermet other information as the Agent may reasonably request from any Credit Party or any Consolidated Company in order to satisfy the Lenders as to the absence of any material liabilities or obligations arising from (i) litigation (including without limitation, products liability and patent infringement claims) pending or threatened against the Credit Parties or any of their respective Consolidated Subsidiaries, (ii) matters relating to employees of the Credit Parties or any of their respective Consolidated Subsidiaries, including employee relations, collective bargaining agreements, plans and other compensation and employee benefit plans, and (iii) environmental and employee health and safety exposures to which the Credit Parties or any of their respective Consolidated Subsidiaries may be subject, and the plans of the such Person with respect theretothan Liens permitted by Section 9.02; (j) the favorable opinion copies of Smit▇all documents and instruments, ▇▇mb▇▇▇▇ & ▇uss▇▇▇including all consents, ▇▇unsel to authorizations and filings, required or advisable under any Requirement of Law or by any material Contractual Obligation of the Credit Parties, substantially in the form of Exhibit J addressed to the Agent, the Co-Agents and each of the Lenders; (k) the Guarantor shall have executed and delivered the Parent Credit Agreement and all conditions precedent to the initial funding thereunder shall have been fulfilled or waived; and (l) all corporate proceedings and all other legal matters in connection with the authorizationexecution, legalitydelivery, performance, validity and enforceability of the Credit Documents and the other documents to be executed and delivered hereunder, and such consents, authorizations, filings and orders shall be reasonably satisfactory in form full force and substance to the Required Lenders.effect and all applicable waiting periods shall have expired;