EXHIBIT 4.12
CONSOLIDATED AMENDMENT NO. 8 TO
AMENDED AND RESTATED CREDIT AGREEMENT, AMENDED AND RESTATED REIMBURSEMENT
AGREEMENT AND PROMISSORY NOTE
This Consolidated Amendment No. 8 to Amended and Restated Credit
Agreement, Amended and Restated Reimbursement Agreement, and Promissory Note
(this "AMENDMENT"), dated as of June 30, 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, and (b)
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. Section 5A of the Credit Agreement is hereby amended by adding the
following new Event of Default as subsection 5A.07 thereto:
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 November 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
May 16, 2005 to September 30, 2005.
SECTION III - AMENDMENTS TO TERM NOTE
A. The maturity date of the Term Note is hereby extended from May 1,
2005 to September 30, 2005. 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 September 30, 2005 to be in the amount of the remaining
outstanding principal of the Term Note.
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SECTION IV - 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 V - 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 VI - 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.
SECTION VII - 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. Xxxxxxx Xxxxxx Xxxxxxxxx
Vice President-Finance and Corporate Banking Officer
Chief Financial Officer Corporate Banking
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