EXHIBIT 4.8
CONSOLIDATED AMENDMENT NO. 4 TO
AMENDED AND RESTATED CREDIT AGREEMENT, AMENDED AND RESTATED REIMBURSEMENT
AGREEMENT AND PROMISSORY NOTE
This Consolidated Amendment No. 4 to Amended and Restated Credit Agreement,
Amended and Restated Reimbursement Agreement, and Promissory Note (this
"AMENDMENT"), dated as of July 28, 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 No. 1, Consolidated
Amendment No. 2 and Consolidated Amendment No. 3; 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 JUNE 30, 2004 TO SEPTEMBER 30,
2004.
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 (the "Borrowing Base") (to be
determined by Bank), less a reserve in the amount of One Million Dollars
($1,000,000) (the "Reserve"). The Reserve shall be established the earliest to
occur of (a) receipt of a federal tax refund or (b) by August 31, 2003. The
requirement that the Borrower provide Bank with an equipment appraisal is hereby
waived.
SECTION II - AMENDMENTS TO REIMBURSEMENT AGREEMENT
A.The EXPIRATION DATE of the Letter of Credit is hereby extended from MAY
16, 2004 to MAY 16, 2005.
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
1
(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.
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
--------------------- -----------------
Name: Xxxxx X. Xxxxxxxx Name: Xxxxx Xxxxxxx
Title: Vice President - Finance Title: Vice President
and Chief Financial Officer
2
