FIFTH AMENDMENT TO EXPORT CREDIT AGREEMENT

    THIS FIFTH AMENDMENT TO EXPORT CREDIT AGREEMENT, dated as of May 21, 2024 (this “Amendment”), is by and among SIFCO Industries, Inc., an Ohio corporation (“SIFCO”), and Quality Aluminum Forge, LLC, an Ohio limited liability company (“Quality Forge” and, together with SIFCO, collectively, the “Borrowers” and each, individually, a “Borrower”), any other Loan Parties party hereto, and JPMorgan Chase Bank, N.A., a national banking association (the “Lender”).

    A.    The Borrowers, any other Loan Parties party thereto, and the Lender are parties to an Export Credit Agreement dated as of December 17, 2018 (as amended and as it may be further amended or modified from time to time, the “Credit Agreement”).

    B.    The Borrowers and any other Loan Parties desire to amend the Credit Agreement, and the Lender is willing to do so in accordance with the terms hereof.

    In consideration of the premises and of the mutual agreements herein contained, the parties agree as follows:

    ARTICLE I. AMENDMENTS. Upon fulfillment of the conditions set forth in Article IV hereof, the Credit Agreement shall be amended effective as of the date hereof as follows:

    SECTION 2.01. Commitment. Subject to the terms and conditions set forth herein and in the Ex-Im Bank Documents, the Lender agrees to make Revolving Loans to the Borrowers from time to time during the Availability Period in an aggregate principal amount that will not result in the Revolving Exposure exceeding the least of (x) the Revolving Commitment, (y) the Borrowing Base, and (z) in combination with the Revolving Exposure (as defined in the Domestic Credit Agreement) under the Domestic Credit Agreement, (i) $18,000,000 through September 30, 2023, (ii) $19,000,000 from and including October 1, 2023 through May 14, 2024, and (iii) $22,000,000 thereafter until, and reducing to zero and terminating on, the Maturity Date. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Revolving Loans. The making of Revolving Loans will be governed by the Borrower Agreement and this Agreement; in the event of conflict among the terms of the Borrower Agreement and the terms hereof, the terms of the Borrower Agreement shall prevail. In no event shall the obligations of the Lender hereunder and under the Borrower Agreement be deemed to be distinct commitments; rather, this Agreement and the Borrower Agreement describe different aspects of the same obligations.

(b)    In the event and on such occasion that the Revolving Exposure exceeds the least of (x) the Revolving Commitment, (y) the Borrowing Base, and (z) in combination with the Revolving Exposure (as defined in the Domestic Credit Agreement) under the Domestic Credit Agreement, (i) $18,000,000 through September 30, 2023, (ii) $19,000,000 from and including October 1, 2023 through May 14, 2024, and (iii) $22,000,000 thereafter, the Borrowers shall prepay the Revolving Loans in an aggregate amount equal to such excess.

(c)    The Borrowers shall continue to use good faith, commercially reasonable efforts to refinance and pay in full the Secured Obligations as soon as practicable. The Borrowers will provide periodic updates and other information with respect thereto as reasonably requested by the Lender, will notify the Lender of any refinancing proposals of any kind and will direct any advisors to respond to any inquiries by Lender and to fully and candidly discuss with Lender any matters relating to such refinancing efforts.

1.4    The following definition in the Definitions Schedule to the Credit Agreement is hereby amended and restated in its entirety as follows:

    “Silk Guaranty” means that certain Guaranty Agreement, dated as of the Fourth Amendment Effective Date, made by Mark J. Silk (“Silk”) in favor of Lender and acknowledged by Borrowers, as amended or modified from time to time.

ARTICLE II. REPRESENTATIONS. Each Loan Party represents and warrants to the Lender that:

    2.1    This Amendment has been duly executed and delivered by such Loan Party and constitutes a legal, valid and binding obligation of such Loan Party, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors' rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

    2.2    After giving effect to this Amendment, the representations and warranties contained in Article III of the Credit Agreement and in the other Loan Documents are true in all material respects on and as of the date hereof with the same force and effect as if made on and as of the date hereof (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date, and that any representation or warranty which is subject to any materiality qualifier shall be required to be true and correct in all respects).

    2.3    After giving effect to this Amendment, no Default exists or has occurred and is continuing, and no Default will be caused after giving effect to this Amendment.

    2.4    All certifications, representations and other statements made in each Borrower’s Officer’s Certificate dated as of December 17, 2018 and delivered to Lender are true on and as of the date hereof with the same force and effect as if made on and as of the date hereof and all resolutions and other statements referenced therein are in full force and effect, have not been rescinded and authorize the execution, delivery and performance of this Amendment.

    ARTICLE III. CONDITIONS OF EFFECTIVENESS. This Amendment shall become effective as of the date hereof when each of the following conditions is satisfied:

    

    3.1    The Loan Parties and the Lender shall have signed this Amendment.

    3.2    The Lender shall have received a copy of the fully executed Tenth Amendment to Credit Agreement dated as of the date hereof.

    3.3    The Lender shall have received a copy of the fully executed First Amendment to the Silk Guaranty in a form acceptable to the Lender and dated as of the date hereof.

    3.4    The Lender shall have received such other documents as disclosed on the closing list provided to the Loan Parties prior to the date hereof.

ARTICLE IV.    MISCELLANEOUS.

    4.1    References in the Credit Agreement or in any other Loan Document to the Credit Agreement shall be deemed to be references to the Credit Agreement as amended hereby, as amended previously and as further amended from time to time.

    4.2    Except as expressly amended hereby, the Loan Parties agree that the Credit Agreement and all other Loan Documents are ratified and confirmed, as amended hereby, and shall remain in full force and effect in accordance with their terms and that they have no set off, counterclaim, defense or other claim or dispute with respect to any of the foregoing. The amendment contained herein shall not be construed as a waiver or amendment of any other provision of the Credit Agreement or the other Loan Documents or for any purpose except as expressly set forth herein.

    4.3    Capitalized terms used but not defined herein shall have the respective meanings ascribed thereto in the Credit Agreement. This Amendment shall be governed by and construed in accordance with the internal laws and not the law of conflicts of the State of Ohio, but giving effect to federal laws applicable to national banks. This Amendment is a Loan Document. This Amendment may be signed upon any number of counterparts with the same effect as if the signatures thereto and hereto were upon the same instrument, and telecopied signatures or signatures sent by other electronic imaging shall be effective as originals.

    IN WITNESS WHEREOF, the parties signing this Amendment have caused this Amendment to be duly executed and delivered as of the day and year first above written.