EXHIBIT 4.11
CONSOLIDATED AMENDMENT NO. 7 TO
AMENDED AND RESTATED CREDIT AGREEMENT, AMENDED AND RESTATED
REIMBURSEMENT AGREEMENT AND PROMISSORY NOTE
This Consolidated Amendment No. 7 to Amended and Restated Credit Agreement,
Amended and Restated Reimbursement Agreement, and Promissory Note (this
"AMENDMENT"), dated as of May 14, 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 2A.02 of the Credit Agreement is hereby amended to extend
the Expiration Date from MARCH 31, 2005 to SEPTEMBER 30, 2005.
B. Section 2B.16 (II) of the Credit Agreement is hereby amended to read
as follows:
(ii) Advances for Subject Loans shall not exceed an amount equal to
eighty percent (80%) of eligible accounts receivable plus fifty
percent (50%) of eligible finished goods inventory (the "Borrowing
Base") less a reserve in the amount of Five Hundred Thousand Dollars
($500,000) (the "Reserve").
C. 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 June 30, 2004.
1
SECTION II - AMENDMENTS TO REIMBURSEMENT AGREEMENT
A. 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 $25,500,000 effective as of the date of this
Amendment. The required minimum amount of $25,500,000 shall increase
as of the last day of each fiscal year of Borrower, commencing with
fiscal year end 2004, by an amount equal to 50% of Borrower's net
income for such fiscal year as measured by Borrower's annual audited
financial statements for such fiscal year.
SECTION III - WAIVER
Bank hereby waives all violations of the Tangible Net Worth covenant
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 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.
2
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 X. Xxxxx
-------------------------------- ------------------------------------------
Xxxxx X. Xxxxxxxx Xxxxxx X. Xxxxx
Vice President-Finance and Senior Vice President/Regional Manager
Chief Financial Officer Corporate Banking
3
