EXHIBIT 4.13
CONSOLIDATED AMENDMENT NO. 9 TO
AMENDED AND RESTATED CREDIT AGREEMENT, AMENDED AND RESTATED REIMBURSEMENT
AGREEMENT AND PROMISSORY NOTE
This Consolidated Amendment No. 9 to Amended and Restated Credit
Agreement, Amended and Restated Reimbursement Agreement, and Promissory Note
(this "Amendment"), dated as of November 12, 2004, is entered into by and
between SIFCO INDUSTRIES, INC. (the "Borrower") and NATIONAL CITY BANK (the
"Bank") for the purposes amending and supplementing the documents and
instruments referred to below.
WITNESSETH:
Whereas, Borrower and Bank are parties to an Amended and Restated Credit
Agreement made as of April 30, 2002, as amended from time to time (as amended,
the "Credit Agreement" providing for $6,000,000 of revolving credits; all terms
used in the Credit Agreement being used herein with the same meaning); and
Whereas, Borrower and Bank are parties to an Amended and Restated
Reimbursement Agreement made as of April 30, 2002, as amended from time to time
(as amended, the "Reimbursement Agreement" pursuant to which a Letter of Credit
was issued in the initial stated amount of $4,225,280; all terms used in the
Reimbursement Agreement being used herein with the same meaning); and
Whereas, Borrower and Bank are parties to Promissory Note made as of April
14, 1998, as amended from time to time (as amended, the "Term Note" providing
for a $12,000,000 term loan; all terms used in the Term Note being used herein
with the same meaning); and
Whereas, Borrower and Bank desire to further amend certain provisions of
the Credit Agreement and the Reimbursement Agreement to, among other things, (a)
amend and/or waive certain financial covenants applicable thereto, (b) extend
the maturity dates of the Credit Agreement, Reimbursement Agreement and Term
Note, and (c) supplement certain of the covenants therein;
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants
and agreements contained herein and for other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, the parties agree
as follows:
SECTION I - AMENDMENTS TO CREDIT AGREEMENT
A. Subsection 2A.02 of the Credit Agreement is hereby amended to extend
the Expiration Date from September 30, 2005 to April 1, 2006.
B. Subsection 5A.07 of the Credit Agreement is hereby amended in its
entirety to read as follows:
5A.07 If Borrower shall not receive an amount of at least
$4,000,000 in cash from its subsidiary, SIFCO Irish Holdings,
Ltd., on or before December 1, 2004 and if such amount is not
either used to pay down the principal of the Term Note or
deposited into an account with Bank, subject to a security
agreement in form and substance satisfactory to Bank, to
secure payment of the Term Note.
SECTION II - AMENDMENTS TO REIMBURSEMENT AGREEMENT
A. The Expiration Date of the Letter of Credit is hereby extended from
September 30, 2005 to April 1, 2006.
B. The Tangible Net Worth covenant in the Reimbursement Agreement is
hereby amended in its entirety to read as follows:
1. Borrower shall not suffer or permit its Tangible Net Worth
at any time to be less than the required minimum amount. The
required minimum amount shall be $27,000,000 effective as of
the date of this Amendment. The required minimum amount shall
increase as of the last day of each fiscal year of Borrower,
commencing with fiscal year ending September 30, 2005, by an
amount equal to 50% of
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Borrower's net income for such fiscal year as measured by
Borrower's annual audited financial statements for such fiscal
year.
C. Section 2(a) of the Reimbursement Agreement is hereby amended by
adding the following language to the end thereof:
On and after the date upon which all of the following conditions
have been satisfied, the Commitment Fee shall be reduced to one
percent (1%) per annum:
(i) Borrower shall have deposited into an account at Bank (the
"Account") the net proceeds from the sale of its real property
in Tampa, Florida but not less than $2,780,075.00; and
(ii) Borrower shall have executed and delivered to Bank, in
form and substance satisfactory to Bank, a security agreement
granting Bank a first priority security interest in the
Account.
SECTION III - AMENDMENTS TO TERM NOTE
A. The maturity date of the Term Note is hereby extended from September
30, 2005 to April 1, 2006. Borrower shall continue to make principal
payments in the amount of Three Hundred Thousand and 00/100ths
Dollars ($300,000.00) on the first day of each February, May, August
and November hereafter, with the final installment due on April 1,
2006 to be in the amount of the remaining outstanding principal of
the Term Note.
SECTION IV - WAIVER
Bank hereby waives all violations of the Tangible Net Worth covenant contained
in Consolidated Amendment No. 7 to the Credit Agreement and Reimbursement
Agreement dated as of May 14, 2004 and all violations of the Adjusted Fixed
Charge Coverage Ratio contained in Consolidated Amendment No. 5 to the Credit
Agreement and Reimbursement Agreement dated as of November 26, 2003 which
occurred prior to the date hereof. The execution, delivery and effectiveness of
this Amendment and the specific waiver set forth herein shall not operate as a
waiver of any other right, power or remedy of Bank under the Credit Agreement or
Reimbursement Agreement or constitute a continuing waiver of any kind.
SECTION V -- REPRESENTATIONS AND WARRANTIES
Borrower hereby represents and warrants to Bank, to the best of Borrower's
knowledge, that
A. None of the representations and warranties made in the Credit
Agreement, the Reimbursement Agreement or the Promissory Note
(collectively, the "Loan Documents") has ceased to be true and
complete in any material respect as of the date hereof; and
B. As of the date hereof no "Default" has occurred that is continuing
under the Loan Documents.
SECTION VI - ACKNOWLEDGMENTS CONCERNING OUTSTANDING LOANS
Borrower acknowledges and agrees that, as of the date hereof, all of Borrower's
outstanding loan obligations to Bank are owed without any offset, deduction,
defense, claim or counterclaim of any nature whatsoever. Borrower authorizes
Bank to share all credit and financial information relating to Borrower with
each of Bank's parent company and with any subsidiary or affiliate company of
such Bank or of such Bank's parent company.
SECTION VII - REFERENCES
On and after the effective date of this Amendment, each reference in the Credit
Agreement, the Reimbursement Agreement or the Term Note to "this Agreement",
"hereunder", "hereof", or words of like import referring to the Credit
Agreement, Reimbursement Agreement or Term Note shall mean and refer to the
Credit Agreement, Reimbursement Agreement and Term Note as amended hereby. The
Loan Documents, as amended by this Amendment, are and shall continue to be in
full force and effect and are hereby ratified and confirmed in all respects. To
the extent any amendment set forth in any previous amendment is omitted from
this Amendment, the same shall be deemed eliminated as between Borrower and the
other parties hereto as of the date hereof. The execution, delivery and
effectiveness of this Amendment shall not operate as a waiver of any right,
power or remedy of Bank under the Loan Documents or constitute a waiver of any
provision of the Loan documents except as specifically set forth herein.
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SECTION VIII - COUNTERPARTS AND GOVERNING LAW
This Amendment may be executed in any number of counterparts, each counterpart
to be executed by one or more of the parties but, when taken together, all
counterparts shall constitute one agreement. This Amendment, and the respective
rights and obligations of the parties hereto, shall be construed in accordance
with and governed by Ohio law.
IN WITNESS WHEREOF, the Borrower and the Bank have caused this Amendment
to be executed by their authorized officers as of the date and year first above
written.
SIFCO INDUSTRIES, INC. NATIONAL CITY BANK
/s/ Xxxxx X. Xxxxxxxx /s/ Xxxxxx Xxxxxxxxx
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Xxxxx X. Xxxxxxxx Xxxxxx Xxxxxxxxx
Vice President - Finance and Corporate Banking Officer
Chief Financial Officer
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