EXHIBIT 4.10
AMENDMENT NO. 6 TO
AMENDED AND RESTATED CREDIT AGREEMENT
This Amendment No. 6 to Amended and Restated Credit Agreement (this
"AMENDMENT") is dated as of March 31, 2004 and 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, the Credit Agreement has been previously amended from time to time;
and
Whereas, Borrower and Bank desire to further amend certain provisions of the
Credit Agreement to, among other things, amend certain of the covenants
contained 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 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) APRIL 30, 2004
or (ii) upon Borrower's receipt of at least $4,000,000 in
cash from its subsidiary, Sifco Irish Holdings, Ltd.
SECTION II - - 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 have ceased to be true and complete in any material
respect as of the date hereof.
SECTION III - 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 IV - 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.
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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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Xxxxx X. Xxxxxxxx Xxxxx Xxxxxxx
Vice President-Finance and Vice President
Chief Financial Officer
Dated: 3/31/04
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