Exhibit 10.9.3


 





SIXTH AMENDMENT TO LOAN AND SECURITY
AGREEMENT


 


This Sixth Amendment
to Loan and Security Agreement (this "Amendment") is made as of June 29, 2015, between UNIQUE FABRICATING NA,
INC. (formerly known as Unique Fabricating Incorporated) a Delaware corporation (the "Borrower"), and CITIZENS
BANK, NATIONAL ASSOCIATION (formerly known as RBS CITIZENS, N.A.), a national banking association (the "Bank").


 


PRELIMINARY STATEMENT


 


WHEREAS, Borrower and
Bank entered into a Loan and Security Agreement dated March 18, 2013 as amended by a certain First Amendment to Credit Agreement
dated June 19, 2013, a Second Amendment to Loan and Security Agreement dated December 18, 2013, a Third Amendment to Loan and Security
Agreement dated February 6, 2014, a Fourth Amendment to Loan and Security Agreement dated October 22, 2014 and a Fifth Amendment
to Loan and Security Agreement dated May 15, 2015(collectively, the "Agreement"), providing terms and conditions
governing Borrower's obligation with respect to the Obligations (as defined therein) including, without limitation, the Revolving
Loans and Term Loan (each as defined therein);


 


Borrower has
requested an amendment to the Agreement and Borrower and Bank have agreed to amend the terms of the Agreement as provided in this
Amendment.


 


AGREEMENT


 


Accordingly, Borrower and Bank agree
as follows:


 


1.Defined
Terms. In this Amendment, capitalized terms used without separate definition shall have the meanings give them in the Agreement.


 


2.Amendments.



 


2.1Amended and
Restated Definitions. The following defined term appearing in Section 1 of the Agreement are hereby amended and restated in
their entirety as follows:


 


  "Partial IPO" means a partial initial public offering undertavken by the Borrower and closed on or before August 31, 2015, pursuant to which no more than 30% of the equity of Borrower (determined on a fully diluted post-issuance basis) is sold.




 


3.Representations and Warranties.
Borrower represents, warrants, and agrees that:


 


(a)Except as expressly
modified in this Amendment, the representations, warranties, and covenants set forth in the Agreement and in each other Loan Document
remain true and correct, continue to be satisfied in all respects, and are legal, valid and binding obligations with the same force
and effect as if entirely restated in this Amendment.


 


(b)When executed,
this Amendment will be a duly authorized, legal, valid, and binding obligation of Borrower enforceable in accordance with its terms
and Borrower reaffirms that all resolutions, articles of incorporation and bylaws previously delivered to Bank remain in full force
and effect and may continue to be relied upon by Bank. The Agreement, as amended by this Amendment, is ratified and confirmed and
shall remain in full force and effect.


 


(c)There is no Default
or Event of Default existing and continuing under the Agreement.


 






    	 



    	 



    

 


4.Conditions.
This Amendment will not be effective until satisfaction of the following conditions precedent:


 


4.1Execution of
Amendment Documents.  Bank shall have received an executed copy of this Amendment and an executed copy of the Acknowledgement
and Consent of the Guarantors in the form of Exhibit A attached hereto.


 


4.2Fees and Expenses.
Borrower shall have reimbursed Bank for all of Bank's fees and expenses, including attorneys' fees and expenses, incurred by
Bank in connection with this Amendment.


 


5.No
Other Changes. Except as specifically provided in this Amendment, this Amendment does not amend, modify or constitute a
waiver or forgiveness of any provision of the Agreement or Loan Documents and shall not impair the rights, remedies, and security
given in and by the Loan Documents.


 


6.Successors
and Assigns. This Amendment shall inure to the benefit of and be binding upon the parties and their respective successors
and assigns.


 


7.Other
Modification. This Amendment may be altered or modified only by written instrument duly executed by Borrower and Bank.
In executing this Amendment, Borrower is not relying on any promise or commitment of Bank that is not in writing signed by Bank.


 


8.Governing
Law. The parties agree that the terms and provisions of this Amendment shall be governed by and construed in accordance
with the internal laws of the State of Michigan, without regard to principles of conflicts of law.


 


9.Ratification.
Except for the modifications under this Agreement, the parties ratify and confirm the Agreement and the other Loan Documents and
agree that they remain in full force and effect.


 


10.Confirmation
of Borrower Charter Documents. Borrower confirms and certifies to the Bank that the copy of the Certificate of Incorporation
and Bylaws of the Borrower originally delivered in conjunction with the execution and delivery of the Agreement (i) were true,
complete and accurate copies of such documents; (ii) remain in full force and effect; (iii) have not been amended, repealed
or rescinded in any respect; and (iv) may continue to be relied upon by Bank until and unless written notice to the contrary
is delivered to Bank.




 


 






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This Fifth Amendment
to Loan and Security Agreement is executed and delivered as of the date first entered above.


  





	 	UNIQUE FABRICATING NA, INC.
	 	

                                                                                a Delaware corporation

	 	 	 
	 	 	 
	 	By:	 
	 	 	John Weinhardt
	 	Title:	President/CEO
	 	 	 
	 	 	 
	 	CITIZENS BANK, NATIONAL ASSOCIATION,
	 	a national banking association
	 	 	 
	 	 	 
	 	By:	 
	 	 	 
	 	Title: 	 







  




    	3



    	 



    

 


EXHIBIT A


 


ACKNOWLEDGEMENT
AND CONSENT OF GUARANTOR


 


 


The undersigned have guaranteed the payment
and performance of all the obligations of UNIQUE FABRICATING NA, INC.(formerly known as Unique Fabricating Incorporated), as Borrower
from RBS CITIZENS, N.A. ("Bank"), pursuant to Guaranty Agreements dated March 18, 2013. The undersigned each hereby (a) acknowledge
and consent to the execution, delivery and performance of that certain Sixth Amendment to Loan and Security Agreement between Borrower
and Bank as of even date herewith and (b) agree and confirm that that their respective guaranties remain in full force and
effect.


 


IN WITNESS WHEREOF, the undersigned have
executed and delivered this Acknowledgement and Consent as of June 29, 2015.


 





	 	GUARANTORS:
	 	 	 
	 	UNIQUE FABRICATING SOUTH, INC.,
	 	a Delaware corporation
	 	 	 
	 	 	 
	 	By:	 
	 	 	John Weinhardt
	 	Title:	President/CEO
	 	 	 
	 	UNIQUE FABRICATING REALTY, LLC,
	 	a Michigan limited liability company
	 	By:	Unique Fabricating Incorporated
	 	Its:	Sole Member
	 	 	 
	 	 	 
	 	By:	 
	 	 	John Weinhardt
	 	Title:	President/CEO
	 	 	 
	 	UNIQUE-PRESCOTECH, INC.,
	 	a Delaware corporation
	 	 	 
	 	 	 
	 	By:	 
	 	 	John Weinhardt
	 	Title:	President
	 	 	 
	 	UNIQUE FABRICATING, INC. (formerly known as UFI ACQUISITION, INC.),
	 	a Delaware corporation
	 	 	 
	 	 	 
	 	By:	 
	 	 	Richard L. Baum, Jr.
	 	Title:	President
	 	 	 
	 	UNIQUE-CHARDAN, INC.,
	 	a Delaware corporation
	 	 	 
	 	 	 
	 	By:	 
	 	 	John Weinhardt
	 	Title: 	President