2005B Amendment to Loan Documents



 Exhibit 10.1 
  
 2005B AMENDMENT TO LOAN DOCUMENTS 
  
 THIS 2005B AMENDMENT TO LOAN DOCUMENTS (this “Amendment”), is made and entered into as of May 10, 2005, by and
among (i) JP MORGAN CHASE BANK, N.A. (successor by merger to BANK ONE, NA with its main office in Chicago, Illinois), a national banking association (the “Agent Bank”) (JP MORGAN CHASE BANK, N.A. may also be referred to as a
“Bank”); (ii) the BANKS identified on Schedule 1.1 hereto (each a “Bank” and collectively, the “Banks”); (iii) SYPRIS SOLUTIONS, INC., a Delaware corporation, with its principal office and place of business and
registered office in Louisville, Jefferson County, Kentucky (the “Borrower”) and (iv) the GUARANTORS identified on Schedule 1.2 hereto (each a “Guarantor” and collectively, the “Guarantors”). 
  
 P R E L I M I N
A R Y    S T A T E M E N T: 
  
 A. Certain of the Guarantors and their Affiliates entered into a Loan Agreement dated as of March 21, 1997, with the Agent Bank (the “Original Loan
Agreement”), whereby the Agent Bank extended in favor of the Guarantors a revolving line of credit in the amount of $20,000,000, a term loan in the amount of $10,000,000 and a swing line of credit subfacility in the amount of $5,000,000.

  
 B. The predecessors to the Borrower and certain of the
Guarantors entered into a 1997A Amended and Restated Loan Agreement dated as of November 1, 1997, with the Agent Bank (the “1997A Loan Agreement”), whereby the Agent Bank increased the revolving line of credit to $30,000,000 and the term
loan to $15,000,000 and provided the swing line of credit subfacility in the amount of $5,000,000. The 1997A Loan Agreement was subsequently amended by, among other amendments, the 1998A Amendment to Loan Documents dated as of February 18, 1998.

  
 C. The Borrower, certain of the Guarantors, the Agent Banks
and the Banks entered into the 1999 Amended and Restated Loan Agreement dated as of October 27, 1999 (the “1999 Loan Agreement”), which amended, restated and replaced the Original Loan Agreement and the 1997A Loan Agreement, as amended.
The 1999 Loan Agreement provided for (i) a revolving line of credit in the amount of $100,000,000, (ii) a swing line subfacility of $5,000,000 and (iii) a letter of credit subfacility of $15,000,000. The 1999 Loan Agreement was subsequently amended
by the 2000A Amendment to Loan Documents dated as of November 9, 2000 (the “2000A Amendment”). 
  
 D. The Borrower, certain of the Guarantors, the Agent Bank and the Banks entered into the 2001A Amendment to Loan Documents dated as of February 15, 2001
and having an effective date of December 31, 2000 (the “2001A Amendment”) in order to (i) change certain financial covenants and (ii) make certain other changes as set forth therein. 







 E. The Borrower, the Guarantors, the Agent Bank and the Banks entered into the 2002A Amendment to Loan
Documents dated as of December 21, 2001 and having an effective date of January 1, 2002 (the “2002A Amendment”) in order to (i) to restructure, reorganize and/or rename, as applicable, certain of the Guarantors, and to add a Guarantor and
(ii) to amend the 1999 Loan Agreement and other Loan Documents to reflect such changes in the Guarantors and (iii) make certain other changes as set forth therein. 
  
 F. The Borrower, the Guarantors, the Agent Bank and the Banks entered into the 2002B Amendment to Loan Documents dated as of
July 3, 2002 (the “2002B Amendment”) in order to (i) increase the revolving line of credit to $125,000,000, (ii) add a new participant Bank and (iii) make certain other changes as set forth therein. 
  
 G. The Borrower, the Guarantors, the Agent Bank and the Banks entered into
the 2003A Amendment to Loan Documents dated as of October 16, 2003 (the “2003A Amendment”) in order to (i) extend the maturity of the line of credit from January 2, 2005 to October 16, 2008, (ii) to add a new Section 2.1G to the Loan
Agreement providing a mechanism for Borrower to increase its line of credit by an additional $25,000,000 and (iii) to make certain other changes as set forth therein. 
  
 H. The Agent Bank and the Banks in May 2004 consented to the Borrower’s issuance of $55,000,000 of senior notes
pursuant to a note purchase agreement. 
  
 I. The Borrower in
April 2004 created a new subsidiary, Sypris Technologies Kenton, Inc., a Delaware corporation (“STK”), and the Agent Bank and the Banks consented to the creation of STK as a subsidiary, on the condition that STK become a Guarantor under
the Loan Agreement. STK became a Guarantor under the Loan Agreement by executing and delivering to the Agent Bank a Guaranty Agreement dated June 1, 2004, guarantying the obligations of the Borrower to the Banks (the “STK Guaranty”).

  
 J. The Borrower in June 2004 requested that the Banks consent
to the Borrower’s acquisition of a facility in Toluca, Mexico (the “Toluca Facility”). The Banks consented to the acquisition of the Toluca Facility. The Borrower created the following second tier subsidiary and third tier
subsidiaries related to the Toluca Facility: (i) Sypris Technologies Mexican Holdings, LLC (the interests of which are held by Sypris Technologies, Inc.) and (ii) Sypris Technologies Mexico, S. de R.L. de C.V. and Sypris Technologies Toluca, S.A. de
C.V. (the interests of which are held by Sypris Technologies Mexican Holdings, LLC and Sypris Technologies, Inc.) (all of the foregoing Subsidiaries are referred to as the “Toluca Subsidiaries”). 
  
 K. The Borrower, the Guarantors, the Agent Bank and the Banks entered into
the 2005A Amendment to Loan Documents dated as of March 10, 2005 (the “2005A Amendment”) in order to among other things, (i) to include provisions related to the Borrower’s issuance of $55,000,000 of senior notes in May 2004, (ii) to
amend one of the financial covenants of the Loan Agreement, (iii) to include a provision related to the 

  

 2 








 
Toluca Facility and (iv) to make certain other changes. The 1999 Loan Agreement, as amended by the 2000A Amendment, 2001A Amendment, the 2002A Amendment, the
2002B Amendment, the 2003A Amendment and the 2005A Amendment, is referred to herein as the “Loan Agreement.” 
  
 L. The Borrower, the Guarantors, the Agent Bank and the Banks wish to amend the Loan Documents to extend a deadline for taking certain action with respect
to the Toluca Subsidiaries. Terms not defined herein shall have the meanings set forth in the Loan Agreement. 
  
 M. Subject to the terms set forth herein, the Banks are agreeable to the amendments to the Loan Documents set forth herein. 
  
 NOW, THEREFORE, in consideration of the promises and the mutual covenants and
agreements set forth herein and for other good and valuable consideration, the mutuality, receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 
  
 1. AMENDMENT TO LOAN AGREEMENT. 
  
 A. Agreement Related to Toluca Subsidiaries. Notwithstanding the requirement of the Loan Agreement that all
Subsidiaries of the Borrower become Guarantors, the Borrower, the Guarantors, the Banks and the Agent Bank agree that the Toluca Subsidiaries are not required to become Guarantors under the Loan Agreement at any time prior to August 10, 2005 (the
“Deadline”) but that the Toluca Subsidiaries must become Guarantors by the Deadline unless other alternative arrangements (such as a pledge of the interests in the Toluca Subsidiaries to the Agent Bank for the benefit of the Banks)
reasonably satisfactory to the Agent Bank have been made prior to such Deadline. This provision supersedes and replaces a similar provision in the 2005A Amendment with respect to the Toluca Subsidiaries. 
  
 2. RATIFICATION. Except as specifically amended by the provisions
hereinabove, the Loan Documents remain in full force and effect. The Borrower and Guarantors reaffirm and ratify all of their respective obligations to Agent Bank and the Banks under all of the Loan Documents, as amended and modified hereby,
including, but not limited to, the Loan Agreement, the Guaranty Agreements, the Negative Pledge Agreement and all other agreements, documents and instruments now or hereafter evidencing and/or pertaining to the Loan Agreement. Each reference to all
or any of the Loan Documents contained in any other of the Loan Documents shall be deemed to be a reference to such Loan Document, as modified hereby. 
  
 3. REPRESENTATIONS, WARRANTIES, AND COVENANTS OF THE BORROWER. To induce the Agent Bank and the Banks to enter into this Amendment, the Borrower
represents and warrants to Agent Bank and the Banks as follows: 
  
 A. The Borrower has full power, authority, and capacity to enter into this Amendment, and this Amendment constitutes the legal, valid and binding obligation of the Borrower, enforceable against it in accordance with its respective terms.

  

 3 








 B. No uncured Event of Default under the Notes or any of the other Loan Documents has occurred which
continues unwaived by the Agent Bank, and no Potential Default exists as of the date hereof. 
  
 C. The Person executing this Amendment on behalf of the Borrower is duly authorized to do so. 
  
 D. The representations and warranties made by the Borrower in any of the Loan Documents are hereby remade and restated as of the date hereof. 

 
 E. Except as previously disclosed to the Agent Bank or disclosed in the
Borrower’s filings with the Securities and Exchange Commission, copies of which have been provided previously to the Agent Bank, there are no material actions, suits, legal, equitable, arbitration or administrative proceedings pending or
threatened against the Borrower, the adverse determination of which could have a material adverse effect on the Loan Documents, the business operations or financial condition of the Borrower and the Guarantors taken as a whole, or the ability of the
Borrower to fulfill its obligations under the Loan Documents. 
  
 4. REPRESENTATIONS, WARRANTIES, AND COVENANTS OF THE GUARANTORS. To induce the Agent Bank and the Banks to enter into this Amendment, the Guarantors represent and warrant to the Agent Bank and the Banks as follows: 
  
 A. each Guarantor has full power, authority, and capacity to enter into this
Amendment, and this Amendment constitutes the legal, valid and binding obligations of such Guarantor, enforceable against such Guarantor in accordance with their terms. 
  
 B. the Person executing this Amendment on behalf of each Guarantor is duly authorized to do so. 
  
 C. the representations and warranties made by each Guarantor in any of the
Loan Documents are hereby remade and restated as of the date hereof. 
  
 D. except as previously disclosed to the Agent Bank, there are no material actions, suits, legal, equitable, arbitration or administrative proceedings pending or threatened against any Guarantor, the adverse determination of which could
have a material adverse effect on the Loan Documents, the business operations or financial condition of the Borrower and the Guarantors taken as a whole or the ability of any Guarantor to fulfill its obligations under the Guaranty Agreement.

  

 4 








 5. MISCELLANEOUS. 
  
 A. Amendment and Other Fees and Expenses. The Borrower agrees to pay to or for the account of the Agent Bank,
whichever is applicable, upon the closing of this Amendment (i) any recording or filing fees incurred by Agent Bank in connection with this Amendment, and (ii) the reasonable fees and expenses of Agent Bank’s counsel in negotiating, drafting
and closing this Amendment, and related documents up to the amount set forth in a letter from Bank’s counsel to the Borrower and agreed to by Borrower. 
  
 B. Illegality. In case any one or more of the provisions contained in this Amendment should be invalid, illegal or unenforceable in any respect,
the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby. 
  
 C. Changes in Writing. No modification, amendment or waiver of any provision of this Amendment nor consent to any departure by the Borrower or any
of the Guarantors therefrom, will in any event be effective unless the same is in writing and signed by the Agent Bank, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. 

 
 D. Successors and Assigns. This Amendment will be binding upon and
inure to the benefit of the Borrower, the Guarantors, the Agent Bank and the Banks and their respective successors and assigns; provided, however, that neither the Borrower nor the Guarantors may assign this Amendment in whole or in
part without the prior written consent of the Agent Bank, and the Agent Bank and the Banks at any time may assign this Amendment in whole or in part, as provided in Section 11 of the Loan Agreement. 
  
 E. Counterparts. This Amendment may be signed in any number of
counterpart copies and by the parties hereto on separate counterparts, but all such copies shall constitute one and the same instrument. 
  

 5 








 IN WITNESS WHEREOF, the Agent Bank, each Bank, the Borrower and each Guarantor has caused this Amendment
to be duly executed as of the day and year first above written. 
  

			
	 JP MORGAN CHASE BANK, N.A.
 (successor by
merger to BANK ONE, NA with main office in Chicago, Illinois), as the Agent Bank

		
	By	 	  


	 	 	J. Duffy Baker
	 	 	First Vice President
	
	 JP MORGAN CHASE BANK, N.A.
 (successor by
merger to BANK ONE, NA with main office in Chicago, Illinois), as a Bank

		
	By	 	  


	 	 	J. Duffy Baker
	 	 	First Vice President
	
	BANK OF AMERICA, N.A.
	as a Bank
		
	By	 	  


	 	 	Jim Gaittens
	 	 	Vice President
	
	LASALLE BANK NATIONAL ASSOCIATION
	as a Bank
		
	By	 	  


	 	 	A. Mark Mital
	 	 	First Vice President
	
	SUNTRUST BANK, N.A.
	as a Bank
		
	By	 	  


	 	 	Scott T. Corley
	 	 	Managing Director


  

 6 









			
	 U.S. BANK NATIONAL

	 ASSOCIATION f/k/a

	 FIRSTAR BANK, N.A.,

	 as a Bank

		
	 By
	 	  


	 	 	 David A. Wombwell

	 	 	 Senior Vice President

	
	 NATIONAL CITY BANK OF KENTUCKY

	 as a Bank

		
	 By
	 	  


	 	 	 Rob King

	 	 	 Senior Vice President



  

 7 









			
	SYPRIS SOLUTIONS, INC. (the “Borrower”)
		
	By	 	  


	 	 	Anthony C. Allen
	 	 	Vice President and Treasurer
	
	SYPRIS TEST & MEASUREMENT, INC., a Delaware corporation (“ST&M”)
	(as a “Guarantor”)
		
	By	 	  


	 	 	Anthony C. Allen
	 	 	Assistant Secretary
	
	SYPRIS TECHNOLOGIES, INC.
	a Delaware corporation (“ST”)
	(as a “Guarantor”)
		
	By	 	  


	 	 	Anthony C. Allen
	 	 	Assistant Secretary
	
	SYPRIS ELECTRONICS, LLC,
	a Delaware limited liability
	company (“SE”)
	(as a “Guarantor”)
		
	By	 	  


	 	 	Anthony C. Allen
	 	 	Assistant Secretary


  

 8 









			
	
	 SYPRIS DATA SYSTEMS, INC.,

	 a Delaware corporation (“SDS”)

	 (as a “Guarantor”)

		
	 By
	 	  


	 	 	 Anthony C. Allen

	 	 	 Assistant Secretary

	
	 SYPRIS TECHNOLOGIES

	 MARION, LLC,

	 a Delaware limited liability company

	 (“Marion”) (as a “Guarantor”)

		
	 By
	 	  


	 	 	 Anthony C. Allen

	 	 	 Assistant Secretary

	
	 SYPRIS TECHNOLOGIES KENTON, INC.

	 a Delaware corporation (“STK”)

	 (as a “Guarantor”)

		
	 By
	 	  


	 	 	 Anthony C. Allen

	 	 	 Assistant Secretary



  

 9 








 SCHEDULE 1.1 
  
 LIST OF BANKS 
  
 JP MORGAN CHASE BANK, N.A. (successor to BANK ONE, NA) (“JP Morgan Chase Bank”) 
 416 West Jefferson Street

 Louisville, Kentucky 40202 
 Attention: J. Duffy Baker, First
Vice President 
  
 LASALLE BANK 
 NATIONAL ASSOCIATION (“LaSalle”) 
 135 South LaSalle 
 Chicago, Illinois 60603 
 Attention: Mr. A. Mark Mital, First Vice President

  
 BANK OF AMERICA, N.A. (“Bank of America”) 
 Bank of America Plaza 
 414 Union Street, 2nd Floor 
 Nashville, Tennessee 37239 
 Attention: Jim Gaittens, Vice President 
  
 SUNTRUST BANK, N.A. (“SunTrust”) 
 201 Fourth Avenue North,
3rd Floor 
 Nashville,
Tennessee 37219 
 Attention: Scott T. Corley, Managing Director 
  
 U.S. BANK NATIONAL ASSOCIATION (“U.S. Bank”) 
 1 Financial Square

 Louisville, Kentucky 40202 
 Attention: David A. Wombwell,
Senior Vice President 
  
 NATIONAL CITY BANK OF KENTUCKY(“National
City”) 
 101 S. Fifth Street 
 Louisville, Kentucky 40202

 Attention: Mr. Rob King, Senior Vice President 







 SCHEDULE 1.2 
  
 LIST OF GUARANTORS 
  
 SYPRIS TEST & MEASUREMENT, INC., 
 a Delaware corporation
(“ST&M”) 
 6120 Hanging Moss Road 
 Orlando,
Florida 32807 
 Attention: President 
  
 SYPRIS TECHNOLOGIES, INC., 
 a Delaware corporation (“ST”)

 2820 West Broadway 
 Louisville, Kentucky 40211 
 Attention: President 
  
 SYPRIS ELECTRONICS, LLC, a Delaware limited 
 liability company (“SE”) 
 10901 Malcolm McKinley Drive 
 Tampa, Florida 33612 
 Attention: President 
  
 SYPRIS DATA SYSTEMS, INC., 
 a Delaware corporation (“SDS”) 
 605 East Huntington Dr. 
 Monrovia, California 91016 
 Attention: President 
  
 SYPRIS TECHNOLOGIES MARION, LLC, 
 a Delaware limited liability company (“Marion”) 
 1550 Marion Agosta Road 
 Marion, Ohio 43302 
 Attn: President 
  
 SYPRIS TECHNOLOGIES KENTON, INC., 
 a Delaware corporation (“STK”) 
 101 Bullitt Lane, Suite 450 
 Louisville, Kentucky 40222 
 Attention: President