EXHIBIT 4.6
CONSOLIDATED AMENDMENT NO. 2 TO
AMENDED AND RESTATED CREDIT AGREEMENT, AMENDED AND RESTATED REIMBURSEMENT
AGREEMENT AND PROMISSORY NOTE
This Consolidated Amendment No. 2 to Amended and Restated Credit
Agreement, Amended and Restated Reimbursement Agreement, and Promissory Note
(this "AMENDMENT"), dated as of February 13, 2003, 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 by Letter Agreement dated August
1, 2002 (as amended, the "CREDIT AGREEMENT" providing for $10,000,000 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 by Letter
Agreement dated August 1, 2002 (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 (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, the Credit Agreement, the Reimbursement Agreement and the Term
Note were previously amended by Consolidated Amendment No. 1 dated as of
November 26, 2002; and
WHEREAS, Borrower and Bank desire to further amend certain provisions of
the Credit Agreement, Reimbursement Agreement and Term Note to, among other
things, (a) amend certain financial covenants applicable thereto, (b) modify the
interest rate pricing grids and (c) supplement the covenants therein; and
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 2A.01 of the Credit Agreement is hereby amended to provide that
notwithstanding the $10,000,000 Commitment set forth in the Credit Agreement,
upon the execution and delivery of this Consolidated Amendment No 2, the
Commitment and availability under the Credit Agreement shall be reduced to Six
Million dollars ($6,000,000).
Section 2A.04(B) of the Credit Agreement is hereby amended to revise the
pricing grid as follows:
Pre-Tax Interest Coverage Commitment Fee
------------------------- --------------
>10x 0.25%
>7.5x to 10x 0.25%
>5.0x to 7.5x 0.25%
>2.5x to 5.0x 0.25%
< or = 2.5X 0.375% (BOLD REFLECTS CURRENT PRICING)
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C. Subsection 2B.10(A) of the Credit Agreement is hereby amended to
provide that Prime Rate Loans shall bear interest, prior to maturity, at a
fluctuating rate in accordance with the following grid which pricing shall be
adjusted annually on the first day of the quarter subsequent to receipt of the
annual audit report.
Pre-Tax Interest Coverage Interest Rate
------------------------- -------------
>1.00x Prime
< or = 1.00X PRIME + 1/2% (BOLD REFLECTS CURRENT PRICING)
D. Subsection 2B.11(A) of the Credit Agreement is hereby amended to
provide that Fixed Rate Loans shall bear interest, prior to maturity, at a rate
in accordance with the following pricing grid which shall govern pricing
hereafter.
Pre-Tax Interest Coverage LIBOR Margin
------------------------- ------------
>10x 1.25%
>7.5x to 10x 1.50%
>5.0x to 7.5x 1.75%
>2.5x to 5.0x 2.00%
>1.0x to 2.5x 2.25%
< or = 1.0X 3.50% (BOLD REFLECTS CURRENT PRICING)
E. A new Subsection 2B.16 (Borrowing Base) is hereby added to the Credit
Agreement to read as follows: (i) Borrower and Bank further agree that advances
for Subject Loans shall be subject to a borrowing base pursuant to a borrowing
base report, to be in form and substance satisfactory to the Bank, and submitted
to the Bank on a monthly basis, along with a receivables and payables report, on
or about the 20th day of each month.
(ii) Advances for Subject Loans shall not initially exceed an amount
equal to eighty percent (80%) of eligible accounts receivable (to be determined
by Borrower and Bank) until such time as a field audit, real estate appraisals
and equipment appraisals of domestic assets can be completed and received by the
Bank. The field audit and appraisals shall be at Borrower's cost and shall be
completed no later than March 31, 2003, unless a later date is agreed upon
between the Borrower and the Bank. After completion of the field audit and
appraisals, Bank shall provide a borrowing base based upon the results of the
field audit and appraisals.
SECTION II - AMENDMENTS TO REIMBURSEMENT AGREEMENT
A. Section 2(A) of the Reimbursement Agreement is hereby amended to revise
the pricing grid as follows:
Pre-Tax Interest Coverage Annual Commitment Fee
------------------------- ---------------------
>1.00x 1.50%
< or = 1.00X 2.75% (BOLD REFLECT CURRENT PRICING)
B. Subsection 7(B) (PRETAX INTEREST COVERAGE) is hereby amended such that
the Subsection is WAIVED through the period ending DECEMBER 31, 2 003.
C. Subsection 7(C)(EBITDA TO INTEREST EXPENSE) is hereby WAIVED through
the period ending DECEMBER 31, 2003.
D. Subsection 7(D) (TANGIBLE NET WORTH) is hereby amended to provide that,
effective with the period ending December 31, 2002, the required minimum
Tangible Net Worth shall be $28,000,000 plus 50% of net income for such
fiscal year.
E. Subsection 7(E) (TOTAL LIABILITIES TO TANGIBLE NET WORTH) shall be 1.10
TO 1.00 at December 31, 2002 and thereafter.
F. Subsection 7(F) (CAPITAL EXPENDITURES) is hereby amended to provide
that, for fiscal year 2003, capital expenditures shall not exceed
$3,000,000 at March 31, 2003, $3,100,000 at June 30, 2003 and $3,500,000
at September 30, 2003 and each fiscal year thereafter.
G. Subsection 7(H) (CURRENT RATIO) is hereby amended to provided that the
ratio of current assets to current liabilities shall not be less than 1.75
TO 1.00 at December 31, 2002, 1.60 TO 1.00 at March 31, 2003, 1.75 TO 1.00
at June 30, 2003, September 30, 2003 and December 31, 2003 and 1.75 TO
1.00 thereafter.
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H. Borrower and Bank further agree that all covenants shall be tested
monthly; and Borrower shall provide to Bank, monthly, within twenty (20)
days after the end of each month, financial statements and covenants
compliance reports, each in form and substance satisfactory to Bank.
SECTION III - AMENDMENTS TO PROMISSORY NOTE
A. Sections (B) AND (C) of the Promissory Note are hereby amended to
revise the pricing grid as follows:
Pre-Tax Interest Coverage Prime Rate LIBOR Rate
------------------------- ---------- ----------
>10x 0% LIBRO + 1.25%
>7.5x to 10x 0% LIBRO + 1.50%
>5.0x to 7.5x 0% LIBRO + 1.75%
>2.5x to 5.0x 0% LIBRO + 2.00%
>1.0x to 2.5x 0% LIBRO + 2.25%
< or = 1.0X .50% LIBRO + 3.50% (BOLD REFLECTS CURRENT PRICING)
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 - FEES AND OTHER COSTS
A. Upon the execution and delivery of this Amendment, Borrower shall
pay to the Bank an amendment fee in the amount of $15,949.
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
By: /s/ Xxxxx X. Xxxxxxxx By: /s/ Xxxxx Xxxxxxx
---------------------- --------------------
Xxxxx X. Xxxxxxxx Xxxxx Xxxxxxx
Vice President-Finance and Vice President
Chief Financial Officer
February 13, 2003
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