AMENDMENT NO. 16 TO AMENDED AND RESTATED CREDIT AGREEMENT
Exhibit 4.22
AMENDMENT NO. 16 TO
AMENDED AND RESTATED CREDIT AGREEMENT
This Amendment No. 16 to Amended and Restated Credit Agreement (this “Amendment”), dated as of
November 29, 2006, 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 desire to further amend certain provisions of the Credit Agreement
to, among other things, amend and/or waive certain financial covenants applicable thereto;
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
Subsection 3B.03 of the Credit Agreement is hereby amended in its entirety to read as follows:
3B.03 EBITDA — Borrower shall not, at the end of each EBITDA Measurement Period, permit
the aggregate of the Reporting Group’s Net Income for that period, plus the Reporting
Group’s interest expense for that period, plus the Reporting Group’s federal, state, and
local income tax expense, if any, for that period, plus the Reporting Group’s depreciation
and amortization charges for that period, minus (plus) Ireland profit (loss) before taxes
and Ireland depreciation expense for that period, minus the Reporting Group’s foreign
currency translation adjustment to fall below the following amounts for the EBITDA
Measurement Periods ending on the following dates:
10/31/06 |
$ | 2,000,000.00 | ||
11/30/06 |
$ | 2,300,000.00 | ||
12/31/06 |
$ | 2,600,000.00 | ||
01/31/07 |
$ | 3,000,000.00 | ||
02/28/07 and thereafter |
$ | 3,400,000.00 |
Each “EBITDA Measurement Period” shall be a period of twelve (12) consecutive monthly fiscal
periods of Borrower ending on the last day of the twelfth such period; EXCEPT that the
EBITDA Measurement Periods ending in 2006 shall consist of the period from January 1, 2006
through and including that date. Commencing with the EBITDA Measurement Period ending
January 31, 2007, the EBITDA Measurement Period shall be the previous twelve (12) months.
Borrower shall provide Bank with its EBITDA figure on a monthly basis within fifteen (15)
days of month end.
If Borrower is in compliance with this covenant (commencing with the EBITDA Measurement Period
ending February 28, 2007), the definition of “EBITDA Measurement Period” shall change to a
period of four (4) consecutive quarterly fiscal periods of Borrower ending on the last day of
the fourth such period, and Borrower shall provide Bank with its EBITDA figure on a quarterly
basis within fifteen (15) days of quarter end.
SECTION II — Waiver
Bank hereby waives all violations of section 3B.03 of the Credit Agreement, captioned EBITDA,
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 constitute a continuing waiver of any
kind.
SECTION III — 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 or any Related Writing, (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 IV — 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 V — References
On and after the effective date of this Amendment, each reference in the Credit Agreement to
“this Agreement”, “hereunder”, “hereof”, or words of like import referring to the Credit Agreement
shall mean and refer to the Credit Agreement 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. 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 VI — 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, Borrower and 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 | |||||||||
By:
|
/s/ Xxxxx Xxxxxxxx | By: | /s/ Xxxxxxxxx X. Xxxxx | |||||||
Name:
|
Xxxxx Xxxxxxxx | Name: | Xxxxxxxxx X. Xxxxx | |||||||
Title:
|
V.P. Finance and CFO | Title: | Vice President | |||||||
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