EXHIBIT 4.9
CONSOLIDATED AMENDMENT NO. 5 TO
AMENDED AND RESTATED CREDIT AGREEMENT, AMENDED AND RESTATED REIMBURSEMENT
AGREEMENT AND PROMISSORY NOTE
This Consolidated Amendment No. 5 to Amended and Restated Credit
Agreement, Amended and Restated Reimbursement Agreement, and Promissory Note
(this "Amendment"), dated as of November 26, 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 $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 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 Xx. 0, Xxxxxxxxxxxx
Xxxxxxxxx Xx. 0, Consolidated Amendment No. 3 and Consolidated Amendment No. 4;
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; 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.02 of the Credit Agreement is hereby amended to
extend the Expiration Date from September 30, 2004 to March
31, 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"). The
inventory advance will be eliminated and the Reserve increased back to One
Million Dollars ($1,000,000) on the earlier to occur of (i) March 31, 2004 or
(ii) upon Borrower's receipt of at least $4,000,000 in cash from its subsidiary,
Sifco Irish Holdings, Ltd.
SECTION II - AMENDMENTS TO REIMBURSEMENT AGREEMENT
A. The financial covenants set forth in Section 7 of the Reimbursement
Agreement, as amended, are hereby waived and terminated in their entirety;
and the following covenants shall be substituted therefore:
1. Borrower shall not to suffer or permit its Tangible Net Worth to be
less than the required minimum amount. The required minimum amount shall be
$27,000,000, as measured by audited financial statements as of each fiscal year
end,
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commencing with fiscal year end 2003, and increasing as of each fiscal year end
thereafter by an amount equal to 50% of net income for such fiscal year.
2. Borrower shall not to suffer or permit its Adjusted Fixed Charge
Coverage Ratio to be less than 1.00 to 1.00, as measured quarterly. Adjusted
Fixed Charge Coverage Ratio shall mean principal payments plus interest expense
plus capital expenditures plus taxes divided by EBITDA plus end of quarter
revolver availability. EBITDA means earnings before interest expense, taxes,
depreciation and amortization.
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, 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 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, 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 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.
SECTION VII - FEES
Upon the execution and delivery of this Amendment, Borrower shall pay
to the Bank a documentation fee of $3,000.
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/: Xxxxx Xxxxxxx
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Name: Xxxxx X. Xxxxxxxx Name: Xxxxx Xxxxxxx
Title: Vice President-Finance and Title: Vice President
Chief Financial Officer
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