Exhibit
10.1

    


    *A
portion of this material is confidential and has been omitted and filed separately with the Securities and
Exchange Commission.

    


    2009A AMENDMENT TO LOAN
DOCUMENTS

    


    THIS
2009A AMENDMENT TO LOAN DOCUMENTS (this “Amendment”), is made and entered into
as of April 1, 2009, by and among (i) JPMORGAN CHASE BANK, N.A., a national
banking association (the “Agent Bank”) (JPMORGAN 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”).

    


    PRELIMINARY STATEMENT:

    


    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 a revolving line of credit in the amount of $100,000,000,
a swing line subfacility of $5,000,000 and a letter of credit subfacility of
$15,000,000.  The 1999 Loan Agreement was subsequently amended by
among other amendments, (i) the  2000A Amendment to Loan Documents
dated as of November 9, 2000 (the “2000A Amendment”); (ii) the 2001A Amendment
to Loan Documents dated as of February 15, 2001 (the “2001A Amendment”);
(iii)  the 2002A Amendment to Loan Documents dated as of December 21,
2001 and having an effective date of January 1, 2002 (the “2002A
Amendment”);  (iv) the 2002B Amendment to Loan Documents dated as of
July 3, 2002 (the “2002B Amendment”); (v) the 2003A Amendment to Loan Documents
dated as of October 16, 2003 (the “2003A Amendment”);  (vi) the 2005A
Amendment to Loan Documents dated as of March 10, 2005 (the “2005A Amendment”);
(vii) the 2005B Amendment to Loan Documents dated as of May 10, 2005 (the “2005B
Amendment”);  (viii) the 2005C Amendment to Loan Documents dated as of
August 3, 2005 (the “2005C Amendment”);  and (ix) and the 2006A
Amendment to Loan Documents dated as of February 28, 2006 (the “2006A
Amendment”).


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    D.          The
Agent Bank and the Banks in May, 2004 consented to the Borrower’s issuance of
$55,000,000 of senior notes (the “Senior Notes”) pursuant to a Note Purchase
Agreement dated as of June 1, 2004 (as amended, the “Note Purchase
Agreement”).

    


    E.           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”).

    


    F.           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”).

    


    G.           The
Borrower, the Guarantors, the Agent Bank and the Banks completely amended and
restated the 1999 Loan Agreement and related documents by entering into an
Amended and Restated Loan Agreement dated as of April 6, 2007 (the “2007 Loan
Agreement” or the “Loan Agreement”), providing for, among other things (i) the
Revolving Credit Facility in the amount of $50,000,000; (ii) consent to the
Borrower’s redemption of a portion of the outstanding principal amount of the
Senior Notes, reducing the outstanding principal amount of the Senior Notes to
$30,000,000 and (iii) certain  other changes.

    


    H.           The
Borrower, the Guarantors, the Agent Bank and the Banks executed and held in
escrow a 2007A Amendment to Loan Documents, pending satisfaction of certain
conditions.  Those conditions were never satisfied, so the proposed
2007A Amendment to Loan Documents never took effect.

    


    I.         
  On or prior to the date of this Amendment, the Borrower has failed
to observe and/or perform certain provisions of the Loan Agreement, which
failures are continuing, including the following:


    
      
         


      

      
        2

        
          

        

      

      
         


      

    

     

    1.           The
Borrower has failed to observe or perform Section 7.6 of the Loan Agreement by
failing to maintain the ratio set forth therein as of its fourth Fiscal Quarter
of 2008 and its first Fiscal Quarter of 2009 (the “Fixed Charge Coverage
Failure”).

    


    2.           The
Borrower has failed to observe or perform Section 7.7 of the Loan Agreement by
failing to maintain the ratio set forth therein as of its fourth Fiscal Quarter
of 2008 and its first Fiscal Quarter of 2009 (the “Adjusted Funded Debt to
EBITDA  Ratio Failure”).

    


    3.           The
Borrower has failed to observe or perform Section 7.8 of the Loan Agreement by
failing to maintain level set forth therein as of its fourth Fiscal Quarter of
2008 and its first Fiscal Quarter of 2009 (the “Minimum Net Worth
Failure”).

    


    4.           Any
breach of the representations or warranties in Section 5 of the Loan Agreement
arising from the Fixed Charge Coverage Failure, the Adjusted Funded Debt to
EBITDA Ratio Failure, and the Minimum Net Worth Failure (the “Representations
and Warranties Failures”).

    


    5.           Any
failure to satisfy the conditions subsequent requirements of Section 4.3 of the
Loan Agreement within the times required (the “Conditions Subsequent
Failures”).

    


    6.           Any
failure to timely notify the Agent Bank, or any other Person, of the Borrower’s
knowledge of the foregoing specific failures to observe or perform as
specifically disclosed in this Recital I (the “Notice Failures”).

    


    7.           Any
failure to provide within the time required or otherwise any of the information
reports due prior to the date of this Agreement required by Section 6.3 of the
Loan Agreement (the “Reporting Failures”).

    


    The Fixed
Charge Coverage Failure, the Adjusted Funded Debt to EBITDA Ratio Failure, the
Minimum Net Worth Failure, the Representations and Warranties Failures, the
Conditions Subsequent Failures, the Notice Failures or the Reporting Failures as
they are in effect on the date of this Amendment, are collectively referred to
as the “Failures”.

    


    J.           The
Borrower, the Guarantors, the Agent Bank and the Banks now wish to amend the
2007 Loan Agreement and the other Loan Documents (as defined in the Loan
Agreement in order to (1) waive the Failures, (2) modify the definition of
“Revolving Loan Commitment Termination Date,” (3) change interest rates and
fees, (3) provide for certain mandatory prepayments and commitment reductions in
certain circumstances, (4) modify certain covenants of the Loan Agreement and
add certain covenants to the Loan Agreement,  and (5) make certain
other changes, all as set forth in this Amendment.


    


    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:

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    1.           RECITALS, DEFINED TERMS AND
EFFECTIVE DATE.  The recitals to this Amendment are
incorporated into the text of this Amendment and the parties agree that they
have the same force and effect as the other provisions of this
Amendment.  Terms not defined herein shall have the meanings set forth
in the Loan Agreement.  None of the amendments and changes set forth
in this Amendment shall take effect or have any legal effect until the
satisfaction of all conditions precedent set forth in Section 8 hereof and upon
satisfaction of such conditions precedent, such amendments and changes shall be
effective as of the date of this Amendment.

    


    2.           AMENDMENT OF LOAN
AGREEMENT.

    


    (a)          Amendment
Existing Definitions.  The
following definitions set forth in Section 1 of the Loan Agreement are hereby
amended and restated to read in their entirety as follows:

    


    1.7         "Applicable
Base Rate Margin" means three percent (3.00%) per annum.

    


    1.15       "Base
Rate" means at any time the variable rate of interest that is the Agent Bank's
Prime Rate as announced publicly and changing from time to time when such Prime
Rate changes.

    


    1.27  “Compliance
Certificate” means a certificate substantially in the form of Exhibit A annexed to
the 2009A Amendment to Loan Documents  and delivered by the Borrower
to the Agent Bank pursuant to Section 6.3D hereof.


     

    1.38
“Dana Payment” means any cash payment received (including by way of setoff) by
the Borrower or any Subsidiary (or otherwise paid in accordance with the
instructions of the Borrower or any Subsidiary) (i) under the terms of any one
or more of the Dana Supply Agreements upon any termination or rejection of such
agreement or agreements in connection with or arising out of the Dana Bankruptcy
Proceedings, (ii) constituting cash proceeds (including by way of setoff) from
the sale, disposition, transfer or liquidation of any interest in any claim of
the Company or any Subsidiary for damages arising out of such termination or
rejection, or (iii) constituting cash proceeds from the sale, disposition,
transfer or liquidation of any and all Capital Stock of Dana Holding
Corporation.

     

    1.42  "Default
Rate" means, for any Loan, the Base Rate plus six percent
(6.00%).


    
      
         


      

      
        4

        
          

        

      

      
         


      

    

    


    1.82       “Loan
Documents” means this Loan Agreement, as amended by the 2009A Amendment to Loan
Documents, the Security Agreement, the Revolving Credit Notes, each Application
and Agreement for Letter of Credit, the Guaranty Agreements, any Rate Management
Transaction Agreement and all other agreements, documents and instruments now or
hereafter evidencing and/or pertaining to this Loan Agreement and/or the other
Obligations, and as may be further amended, supplemented or otherwise modified
from time to time.


     

    1.97       “Pricing
Level” means, for any Pricing Period, the 2009A Amendment Pricing Level, which
shall be in effect from the date of the 2009A Amendment through and until the
Revolving Loan Commitment Termination Date; provided that, the
Default Rate shall be in effect upon the occurrence and during the continuation
of any Event of Default.

     

    1.113   “Revolving
Credit Facility” means the revolving line of credit established by the Banks in
favor of the Borrower in the principal amount of Fifty Million Dollars
($50,000,000), pursuant to which the Borrower may obtain Revolving Credit Loans
from the Banks and/or Letters of Credit from the Agent Bank during the term of
the Revolving Credit Facility upon the terms and conditions set forth in this
Loan Agreement.  The Revolving Credit Facility includes as a sublimit
the Letter of Credit Subfacility and the Swing Line Credit
Subfacility.  All references to the “aggregate principal balance of
the Revolving Credit Loans outstanding” or similar phrases in this Loan
Agreement or in the Revolving Credit Notes shall mean, as of the date of
determination thereof, the sum of (i) the entire aggregate outstanding principal
balance of all Revolving Credit Loans made by the Banks pursuant to this Loan
Agreement, (ii) the then existing Letter of Credit Usage and (iii) the then
existing Swing Line Usage.

     

    1.119  “Revolving Loan
Commitment Termination Date” means the Revolving Loan Commitment Termination
Date then in effect, which shall be the earliest of (i) January 15, 2010, (ii)
the date as of which the Obligations shall have become immediately due and
payable pursuant to Section 8 of the Loan Agreement and (iii) the date on which
all of the Obligations are paid in full (including, without limitation, the
repayment, expiration, termination or cash collateralization of Letters of
Credit pursuant to this Loan Agreement) and the Revolving Loan Commitments are
reduced to zero.

    


    (b)         Additional
Definitions.  Section 1 of the Loan Agreement is hereby
supplemented to add the following definitions which shall read in its entirety
as follows:


     

    1.137     “2009A
Amendment Pricing Level” means the Pricing Level identified in the table in
Section 2.2A, which will be in effect for any applicable Pricing Period from the
date of the 2009A Amendment through and until the Revolving Loan Commitment
Termination Date, as reflected in the table in Section 2.2A(ii) of the Loan
Agreement; provided that, the Default Rate shall be in effect upon the
occurrence and during the continuation of any Event of Default.


    
      
         


      

      
        5

        
          

        

      

      
         


      

    

     

    1.138  “2009A
Amendment to Loan Documents” means the 2009A Amendment to Loan Documents dated
as of April 1, 2009 by and among the Agent Bank, the Banks, the Borrower and the
Guarantors.


     

    1.139     “2009A
Amendment Closing Date” means April 1, 2009.


     

    1.140     “2009
Monthly Business Plan” means Borrower’s projected financial plan, which is based
upon a set of financial projections prepared in accordance with GAAP and
includes a consolidated balance sheet, monthly income statement and monthly cash
flow statement.

     

    


    1.141     *******************************************************************************
*****************************************************OMITTED*******************************
****************************************************************

    


    (c)          Deletion of Section 2.1G;
Restatement of Schedule 2.1.   Section 2.1G (which had
provided for increases in the Revolving Loan Commitments under certain
circumstances) is hereby deleted from the Loan Agreement.  Schedule
2.1 to the Loan Agreement is hereby restated as Schedule 2.1 to the 2009A
Amendment to Loan Documents.

    


    (d)          Amendment
of Section 2.2A.  Three changes
are hereby made to section 2.2A of the Loan Agreement: (1) The interest
rate grid in Section 2.2A is hereby amended and restated in its entirety as
follows in the grid below, (2) the clause following the grid set forth below
shall be added to the end of Section 2.2A, (3) the last paragraph of Section
2.2A is hereby deleted, and (4) the Borrower shall not be entitled to elect to
receive a Base Rate Loan:

    


    
      
        
          
            	
                    Pricing Level

                  	 	
                    Applicable

                    LIBOR Margin*

                  	 
	
                    2009A
      Amendment Pricing Level

                  	 	 	5.75	%


          

        

      

    

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    *Overdue
principal, interest, fees and other amounts prior to the occurrence of an Event
of Default shall bear interest at the Adjusted LIBOR Rate, plus the Applicable
LIBOR Margin, plus two percent (2.00%).  Following and during the
continuance of an Event of Default, such amounts shall bear interest at the
Default Rate.

    


    (e)          Amendment of Section 2.3B
(Waiver Fee and Success Fee).  Section 2.3B is hereby
amended and restated as follows:

     

    “2.3B   
Waiver Fee and Success
Fee.  The Borrower shall pay to the Agent Bank on the 2009A
Amendment Closing Date for the benefit of the Banks in proportion to their
respective Revolving Credit Facility Pro Rata Shares on the 2009A Amendment
Closing Date, a waiver fee (the “Waiver Fee”) equal to 75/100 of one percent
(0.75%) of the $50,000,000 of Revolving Loan
Commitments.   Additionally, on the date (the “Payoff Date”) upon
which all of the Obligations are paid in full (including, without limitation,
the repayment, expiration, termination or cash collateralization of Letters of
Credit issued pursuant to the Loan Agreement) and the Revolving Loan Commitments
are reduced to zero (the “Payoff”), the Borrower shall pay to the Agent Bank for
the benefit of the Banks in proportion to their respective Revolving Credit
Facility Pro Rata Shares on such Payoff Date, a percentage as depicted in the
grid set forth below multiplied by the Revolving Loan Commitments on the 2009A
Amendment Closing Date.”

    


    
      
        
          
            
              
                	
                        Payoff
      Date Occurring:

                      	 	
                        Payoff
      Fee (expressed as percentage of

                        Revolving
      Loan Commitments):

                      	 
	
                        On
      or before July 31, 2009

                      	 	 	0.0	%
	
                        August
      1, 2009 to August 31, 2009

                      	 	 	0.25	%
	
                        September
      1, 2009 to September 30, 2009

                      	 	 	0.5	%
	
                        October
      1, 2009 to October  31, 2009

                      	 	 	1.0	%
	
                        November
      1, 2009 and thereafter

                      	 	 	1.5	%


              

            

          

        

      

    

    


    (f)           ******************************************************************************
*OMITTED************************************
********************************************

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    *************************************************************************************
********************************************************************************************
********************************************************************************************
********************************************************************************************
*************OMITTED*********************************************************************
********************************************************************************************
********************************************************************************************
********************************************************************************************
********************************************************************************************
********************************************************************************************
*OMITTED*********************************************************************************
********************************************************************************************
********************************************************************************************
********************************************************************************************
********************************************************************************************
********************************************************************************************
********************************************************************************************
********************************************************************************************
********************************************************************************************
***************************************************************************

    


    
      
        
          
            	
                    *********************

                  	
                    *****

                  	
                    *****

                  	
                    *****

                  	
                    *****

                  	
                    *****

                  	
                    *****

                  	
                    *****

                  	
                    *****

                  
	
                    *********************

                  	
                    *****

                  	
                    *****

                  	
                    *****

                  	
                    *****

                  	
                    *****

                  	
                    *****

                  	
                    *****

                  	
                    *****

                  
	
                    *********************

                  	
                    *****

                  	
                    *****

                  	
                    *****

                  	
                    *****

                  	
                    *****

                  	
                    *****

                  	
                    *****

                  	
                    *****

                  


          

        

      

    

    


    ***************OMITTED************************************************************
********************************************************************************************
********************************************************************************************
********************************************************************************************
********************************************************************************************
********************************************************************************************
********************************************************************************************
********************************************************************************************
*************************

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    (g)         Amendment of Section 2.7F
(Letters of Credit – Compensation).  The Letter of Credit Fee
grid in Section 2.7F is amended and restated in its entirety as
follows:

    


    
      
        
          
            
              
                
                  	
                          Pricing Level

                        	 	
                          Applicable
      Letter

                          of
      Credit

                          Percentage

                        	 
	
                          2009A
      Amendment Pricing Level

                        	 	 	3.50	%


                

              

            

          

        

      

    

    


    (h)         Amendment and Restatement of
Compliance Certificate Delivery Requirement.  Section 6.3D of
the Loan Agreement is amended and restated to read in its entirety as
follows:

     

    “D.        Compliance
Certificate.  On or before the 25th day of
each fiscal month, the Borrower, for itself and the Guarantors, shall deliver to
the Agent Bank a Compliance Certificate in substantially the form of Exhibit A to the
2009A Amendment to Loan Documents with all blanks completed and (x) stating that
the Authorized Officer of the Borrower, for itself and the Guarantors, signing
the Compliance Certificate has reviewed the relevant terms of this Loan
Agreement, the Revolving Credit Notes, the Negative Pledge Agreement and the
other Loan Documents to which the Borrower and the Guarantors are party, and
such Authorized Officer has no actual knowledge (after making such inquiry as is
consistent with the scope of his or her duties) of any event or condition which
constitutes an Event of Default hereunder, or, if any such condition or event
existed or exists, specifying the nature and period of existence thereof and
what action the Borrower has taken or is taking or proposes to take with respect
thereto, and (y) demonstrating in reasonable detail compliance at the end of
such accounting period with Sections 7.6 through 7.9 of this Loan Agreement to
the extent applicable to such period; provided, that to the extent the Borrower
has timely submitted (e.g. within 15 days after the end of a fiscal month) to
the Agent Bank a Liquidity Certificate in compliance with the requirements of
Section 7.9 for such period, and to the extent the information contained in the
Liquidity Certificate remains true and correct as of the date of submission of
the Compliance Certificate, the Borrower may omit information regarding Section
7.9 from the Compliance Certificate for that particular fiscal
month.”

    


    (i)           Addition of Paragraphs to
Section 6.3 (Financial Statements and Reports).  The following
subsections K, L, M and N, O, and P are hereby added to Section
6.3:

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    “K.           ***************OMITTED***********************************************************
********************************************************************************************
********************************************************************************************
********************************************************************************************
********************************************************************************************
********************************************************************************************
**********************************************************************OMITTED************
********************************************************************************************
********************************************************************************************
********************************************************************************************
********************************************************************************************
********************************************************************************************
************************************************************************************

     

    L.           ****** OMITTED *******

    


    
      ******************************************************************************
OMITTED*******************************************************************************

    

     

    (a)         ************** OMITTED
******************************************************
*************************************

     

    (i)           **********************************************************************
***************************

     

    (ii)          **********************************************************************
*****************

     

    (iii)         **********************************************************************
**************

     

    (iv)         **********************************************************************
**********

     

    (v)          **********************************************************************
******************************************

     

    (vi)         *************************************************************

     

    (vii)        **********************************************************************
*********************************************************************

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    (viii)       **********************************************************************
*************************************************************************************
*************************************************************************************
*************************************************************************************
*************************************************************************************
*************************************************************************************
*************************************************************************************
*************************************************************************************
**


    


    (ix)          *********************************************************************
***********************************************************************************
********

    


    (b)           ************* OMITTED
*********************************************************** *******

     

    (i)           *********************************************************************
*************

     

    (ii)          **********************************************************************
**

     

    (iii)         ***********************************************************************

     

    (iv)         **********************************************************************
****

     

    (v)          **********************************************************************
***********************************************

     

    (vi)         **********************************************************************
**

     

    (vii)        **********************************************************************
************************************************************

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    (viii)       **********************************************************************
*************************************************************************************
*************************************************************************************
*************************************************************************************
*************************************************************************************
*************************************************************************************
*************************************************************************************
*************************************************************************************
****************************************************************

    


    (ix)          **********************************************************************
********************************************************************************

    


    M.         Bi-Weekly
Updates.  The Borrower shall provide bi-weekly updates to the
Banks telephonically with sufficient time for questions and
answers.

    


    N.          13 Week Cash Flow
Budget.   The Borrower shall provide a 13 week cash flow
report with a comparison to budget for each week by the last calendar day of
each subsequent week.

    


    O.          Informational
Undertakings.  As soon as practicable, but in no event more
than [3] Business Days after receipt or delivery, as applicable, by the
Borrower, the following: (i) all material, written reports, provided to any
Holder of the Senior Notes, (ii) ************
************************************************, (iii)
*********************
OMITTED **********************************
*****************************************************************, and (iv)
monthly updates of its 2009 Monthly Business Plan.

    


    P.           Pro Rata Payments to
Banks.  The Borrower will not, and will not permit any of the
Guarantors to, pay, defease or otherwise satisfy (in whole or in part) in any
manner (whether by setoff, exercise of remedies or otherwise), the principal
amount of any of the Senior Notes, unless the Revolving Loan Commitments are
permanently reduced concurrently with such principal payment, defeasance or
other satisfaction, such that each of the Banks receives its pro rata share of
the total amount of Debt then being repaid (calculated based on the Principal
Exposure (as defined in the Collateral Sharing Agreement)), together with
accrued and unpaid interest thereon.  By way of example, as of a date
of payment on the Senior Notes, if (a) the Principal Exposure of the Banks is
$50 million and (b) the Principal Exposure of the Holders of the $55,000,000
Senior Notes is $30 million, and the Borrower makes a principal payment to the
Holders of the $55,000,000 Senior Notes in the amount of $3 million (10 percent
of the $30 million Principal Exposure), the Borrower would be required to make a
payment to the Banks in the amount of $5 million (10 percent of the $50 million
Principal Exposure) and the Revolving Loan Commitments would be reduced by such
$5 million payment.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

    
 

    (j)           Amendment of Sections 7.6
(Fixed Charge Coverage Ratio), 7.7 (Ratio of Adjusted Funded Debt to EBITDA) and
7.8 (Minimum Net Worth) and New Section 7.7.  Sections 7.6.,
7.7 and 7.8 are hereby deleted and, in lieu thereof, new Sections 7.7, 7.8 and
7.9 are added to the Loan Agreement, as follows:

     

    “7.7           Cumulative Consolidated EBITDAR.  The
Borrower will not permit the result of (i) EBITDA plus rent paid (“EBITDAR”) for
any period beginning April 6, 2009 and ending on a date set forth in the table
below, plus, (ii)
to the extent deducted in determining such EBITDAR,
restructuring charges as recorded in the Borrower’s financial statements, as
determined on a consolidated basis in accordance with
GAAP,**************************************************************
OMITTED **********
********** plus, (iv)
to the extent deducted in determining such EBITDAR, any
impairment of long-lived assets, goodwill, intangibles or any of the shares of
the stock of the Dana Entities; and (v) plus or minus any translation gains
or losses on the Borrower’s statement of operations due to changes in foreign
currency exchange rates, all as determined on a consolidated basis in accordance
with GAAP (such result, “Cumulative Consolidated EBITDAR”), to be less than the
amount set forth opposite such date (all amounts shown in parentheses indicate
negative numbers):

     

    
      
        
          
            
              
                
                  
                    
                      
                        	
                                If Such Date is During the Period

                                From April 6, 2009 Through:

                              	 	
                                Minimum Cumulative

                                Consolidated EBITDAR

                              	 
	
                                July
      5, 2009

                              	 	$	
                                (2,000,000

                              	) 
	
                                October
      4, 2009

                              	 	$	
                                (500,000

                              	) 
	
                                December
      31, 2009

                              	 	$	
                                2,000,000

                              	 


                      

                    

                  

                

              

            

          

        

      

    

    


     

    7.8         Adjusted Consolidated Net
Worth.  The Borrower will not permit the sum of Adjusted
Consolidated Net Worth (as defined in the Note Purchase Agreement) as of the
last day of any fiscal quarter noted in the table below plus the aggregate amount of
any impairment of long-lived assets, goodwill, intangibles or any of the shares
of the stock of the Dana Entities taken during year-to-date through such fiscal
quarter and reflected in such Adjusted Consolidated Net Worth, to be less than
the amount set forth such day in such table:

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    
      
        
          
            
              
                
                  	
                          Date

                        	 	
                          Minimum Levels

                        	 
	
                          July
      5, 2009

                        	 	$	55,000,000	 
	
                          October
      4, 2009

                        	 	$	50,000,000	 
	
                          December
      31, 2009

                        	 	$	45,000,000	 


                

              

            

          

        

      

    

    


    7.9           ****************************************************************************
*******************************************************************************************
*************************************OMITTED********************************************
*******************************************************************************************
*******************************************************************************************
*******************************************************************************************
********************************

     

    
      
        
          	
                  *******************

                	
                  ***********************

                
	
                  **********

                	
                  **********

                
	
                  **********

                	
                  **********

                
	
                  **********

                	
                  **********

                
	
                  **********

                	
                  **********

                
	
                  **********

                	
                  **********

                
	
                  **********

                	
                  **********

                
	
                  **********

                	
                  **********

                
	
                  **********

                	
                  **********

                
	
                  **********

                	
                  **********

                
	
                  **********

                	
                  **********

                


        

      

    

    


    ********************************************************************************************
********************************************************************************************
**********************************************OMITTED************************************
********************************************************************************************
********************************************************************************************
********************************************************************************************
********************************************************************************************
******

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    ********************************************************************************************
********************************************************************************************
**********************************OMITTED************************************************
********************************************************************************************
********************************************************************************************
********************************************************************************************
********************************************************************************************
********************************************************************************************
********************************************************************************************
****************


    


    (k)         Amendment of Section 7.10
(Capital Expenditures).  Section 7.10 is amended and restated
as follows:

    


    “7.10     Capital
Expenditures.   Other than as set forth in Schedule 7.10 to the
2009A Amendment to Loan Documents, the Borrower and its Subsidiaries shall not
incur Capital Expenditures in excess of $2,000,000 through the Revolving Loan
Commitment Termination Date.”

    


    (l)         
New Section 7.17
(Dividends and Distributions).   A new Section 7.17 is
added to the Loan Agreement, which shall read in its entirety as
follows:

    


    “7.17     Dividends and
Distributions.  The Borrower shall not make any distribution or
declare or pay any dividends (in cash or other property) on, or purchase,
acquire, redeem, or retire any of, the Borrower’s stock, whether now or
hereafter outstanding.”

    


    (m)        New Section 7.18 (Credit
Card and Other Debt).   A new Section 7.18 is added to the
Loan Agreement, which shall read in its entirety as follows:

    


    
      “7.18
Credit Card and Other
Debt Except
for the amounts due under the Loan Agreement and due to holders of the
$55,000,000 Senior Notes, the Borrower shall be prohibited from incurring credit
card debt in excess of One Million Dollars ($1,000,000) through April 23, 2009
and in excess of Five Hundred Thousand Dollars ($500,000.00) thereafter, and
from incurring any other Debt permitted under the Loan Agreement in excess of
Two Million Five Hundred Thousand Dollars ($2,500,000.00).”

    

    


    3.            
RATIFICATION.  Except
as specifically amended by the provisions of this Amendment set forth above, all
of 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
Revolving Credit Notes, the Security Agreement, the Guaranty 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.


    
      
         


      

      
        15

        
          

        

      

      
         


      

    

    


    4.          
 WAIVER OF
CERTAIN EVENTS OF DEFAULT BY THE AGENT BANK AND THE
BANKS.    The Agent Bank and the Banks hereby grant a
limited waiver to the Borrower with respect to the Failures as in effect on the
date of this Amendment under the terms of the Loan Agreement as in effect prior
to this Amendment.  By virtue of this waiver, the Administrative Agent
and the Banks agree that they will not regard the Failures as Potential Defaults
or Events of Default.  This waiver is specifically limited to the
Failures, is not a waiver of any other breaches or failures, and shall not
establish a course of dealing or be construed as evidence of any willingness on
the part of the Agent Bank or the Banks to grant future waivers or consents,
should any be requested.

    


    5.         
  WAIVER OF
SPECIAL DAMAGES; RELEASE BY THE BORROWER AND THE GUARANTORS. THE BORROWER AND THE GUARANTORS
WAIVE, TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW, ANY RIGHT THEY MAY HAVE TO
CLAIM OR RECOVER FROM THE AGENT BANK OR THE BANKS IN ANY LEGAL ACTION OR
PROCEEDING ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL
DAMAGES.  AS A
MATERIAL INDUCEMENT TO THE AGENT BANK AND THE BANKS TO ENTER INTO THIS AMENDMENT, WHICH
THE BORROWER AND THE GUARANTORS HAVE DETERMINED TO BE TO THEIR DIRECT ADVANTAGE
AND BENEFIT, THE BORROWER AND THE GUARANTORS HEREBY RELEASE AND DISCHARGE THE
AGENT BANK, THE BANKS
AND THEIR PAST AND
PRESENT EMPLOYEES, AGENTS, ATTORNEYS, OFFICERS AND DIRECTORS AND ALL AFFILIATES
THEREFROM (COLLECTIVELY, THE “BANK RELEASEES”) FROM ANY AND ALL CLAIMS,
LIABILITIES, DEMANDS, ACTIONS, AND CAUSES OF ACTIONS OF ANY KIND WHATSOEVER,
WHETHER KNOWN OR UNKNOWN, CONTINGENT OR NON-CONTINGENT, LIQUIDATED OR
UNLIQUIDATED, WHICH IN ANY WAY RELATE TO ANY EVENT, CIRCUMSTANCE, ACTION, OR
FAILURE TO ACT FROM THE BEGINNING OF TIME TO THE DATE THIS AMENDMENT IS ACTUALLY
DELIVERED RELATED TO THE LOAN DOCUMENTS, THIS AMENDMENT, ANY COURSE OF DEALING
OR OTHER BUSINESS RELATIONSHIP (WHETHER OR NOT RELATED TO THE LOAN DOCUMENTS)
AND/OR ANY OTHER CREDIT OR OTHER BUSINESS RELATIONSHIP AMONG THE PARTIES (OR ANY
ONE OR MORE OF THEM) TO THIS AMENDMENT.  THE BORROWER AND THE
GUARANTORS HEREBY ACKNOWLEDGE AND AGREE THAT THE BANK RELEASEES AT ALL TIMES
HAVE ACTED IN GOOD FAITH AND IN COMPLIANCE WITH ALL OBLIGATIONS THAT MIGHT HAVE
BEEN IMPOSED UNDER ANY AGREEMENTS BETWEEN OR AMONG, OR OTHER BUSINESS
RELATIONSHIP BETWEEN OR AMONG, THE BANK RELEASEES, THE BORROWER AND THE
GUARANTORS.  THE BORROWER AND THE GUARANTORS FURTHER ACKNOWLEDGE AND
AGREE THAT THE BANK RELEASEES HAVE TAKEN NO ACTION, AND HAVE NOT FAILED TO TAKE
ANY ACTION, WHICH WOULD IMPAIR ANY COLLATERAL SECURING ANY OBLIGATIONS OF ANY OF
THEM TO THE BANK RELEASEES OR ANY RIGHTS OR ACTIONS THAT THE BANK RELEASEES
MIGHT HAVE AGAINST ANY OF THE BORROWER OR THE GUARANTORS. THIS RELEASE IS
NON-CONTINGENT AND ABSOLUTE.


    
      
         


      

      
        16

        
          

        

      

      
         


      

    

    


    6.          
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.

    


    (b)         No
uncured Event of Default under the Revolving Credit 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.

    


    (f)          The
Borrower makes the representations and warranties set forth in 3.7 of the NPA
Amendment to the Banks.

    


    (g)        
The 2009 Monthly
Business Plan provides a reasonable estimate of the future financial
performance of the Borrower and the Guarantors for the periods set forth
therein.  The 2009 Monthly Business Plan has been prepared on the
basis of the assumptions set forth therein, which the Borrower believes are fair
and reasonable in light of current and reasonably foreseeable business
conditions at the time submitted to the Banks.

    


    7.           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:


    
      
         


      

      
        17

        
          

        

      

      
         


      

    

    


    (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.

    


    (e)         
  The Guarantors make the representations and warranties set forth in
3.7 of the NPA Amendment to the Banks.

    


    8.             CONDITIONS
PRECEDENT.   The obligations of the Agent Bank and the
Banks under this Amendment (including but not limited to the amendment of the
definition of the Revolving Loan Commitment Termination Date and the waivers
provided in Section 4 of this Amendment) are expressly conditioned upon, and
subject to the following:

    


    (a)        
   the execution and delivery by the Borrower and the Guarantors
of this Amendment;

    


    (b)           
the payment to the Agent Bank, for the benefit of the Banks, of the Waiver Fee
in the amount of $375,000, plus payment of Agent Bank’s counsel fees in
preparation and closing of this Amendment and the documents associated with this
Amendment and any other out-of-pocket costs;

    


    (c)          
 Delivery to the Agent Bank of a copy of the certificate of the corporate
secretary of Borrower certifying resolutions of the Borrower’s board of
directors to the effect that execution, delivery and performance of this
Amendment have been duly authorized and as to the incumbency of those authorized
to execute and deliver this Amendment and all other documents to be executed in
connection herewith;

    


    (d)        
   With respect to each corporate Guarantor, delivery to the
Agent Bank of a copy of the certificate of the corporate secretary of each
corporate Guarantor certifying resolutions of such Guarantor’s board of
directors to the effect that execution, delivery and performance of this
Amendment have been duly authorized and as to the incumbency of those authorized
to execute and deliver this Amendment and all other documents to be executed in
connection herewith;


    
      
         


      

      
        18

        
          

        

      

      
         


      

    

    


    (e)          
 With respect to each non-corporate Guarantor, delivery to the Agent Bank
of a copy of the certificate of the Secretary or other appropriate
representative of such Guarantor (i) certifying as to the authenticity,
completeness and accuracy of, and attaching copies of the written consent of the
managers of such Guarantor authorizing the execution, delivery and performance
of this Amendment, and (ii) certifying the names and true signatures of the
officers of such Guarantor authorized to execute and deliver on behalf of such
Guarantor this Amendment;

    


    (f)      
      Delivery to the Agent Bank of opinions of counsel
to Borrower and the Guarantors, satisfactory to the Agent Bank;

    


    (g)       
    The Agent Bank shall have reviewed the Fourth Amendment
to Note Purchase Agreement between the Borrower and the holders of the $55,000,000 Senior Notes
(the “NPA Amendment”), the provisions of which shall be in form and
substance satisfactory to the Agent Bank and the Banks (which provisions shall
include, but not be limited to, provisions extending the maturity of the 7.25%
Senior Notes, Series A from June 30, 2009 to at least January 15, 2010 and
provisions eliminating any requirement for a minimum amount of Revolving Loan
Commitments following pro rata reductions of the Revolving Loan Commitments and
the Senior Notes), and such Fourth Amendment to Note Purchase Agreement shall
have been executed by the Borrower and the holders of the $55,000,000 Senior
Notes;

    


    (h)        
   The Borrower shall have received, and delivered to the Banks,
the final drafts of the audited financial statements for its 2008 fiscal year
together with the final drafts of the certificates and auditors’ opinion as
required by Section 6.3 of the Loan Agreement, which financial statements and
opinion shall be not subject to any footnote or qualification which specifies
that the Borrower may not continue as a going concern for the year 2009;
and

    


    (i)         
   the Borrower shall have delivered to the Banks a copy of the
Borrower’s 2009 Monthly Business Plan certified as true, correct and complete
and in full force and effect by a Responsible Officer of the Borrower, and such
plan be in form and substance satisfactory to the Banks.

    


    9.            
MISCELLANEOUS.


     

    A.           
Final Financial
Statements.  The Borrower shall deliver to the Banks, within
two Business Days after the 2009A Amendment Closing Date, the final versions of
the audited financial statements for its 2008 fiscal year together with the
final versions of the certificates and auditors’ opinion as required by Section
6.3 of the Loan
Agreement**************************************************************************************
OMITTED************************************************.   Failure
to comply with this provision shall be an Event of Default.


    
      
         


      

      
        19

        
          

        

      

      
         


      

    

    


    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.

    


    [THE
REMAINDER OF THIS PAGE IS LEFT BLANK ON PURPOSE]


    
      
         


      

      
        20

        
          

        

      

      
         


      

    


    
      IN
WITNESS WHEREOF, the Agent Bank, the Documentation Agent, each Bank, the
Borrower and each Guarantor has caused this Amendment to be duly executed as of
the day and year first above written but actually on the dates set forth
below.

      


      
        
          
            
              
                
                  
                    
                      
                        	 
      	
                                JP
      MORGAN  CHASE BANK, N.A.

                              
	 
      	
                                as
      Administrative Agent,
Syndications Agent and
      Collateral
Agent

                              
	 
      	 
      
	 
      	
                                By
      /s/ Michael E.
      Lewis                                                

                              
	 
      	
                                            
      Michael E. Lewis

                              
	 
      	
                                             Senior
      Vice President

                              
	 
      	 
      
	 
      	
                                Date:                                                                                 

                              
	 
      	 
      
	 
      	
                                BANK
      OF AMERICA, N.A.,

                              
	 
      	
                                successor
      by merger to

                              
	 
      	
                                LaSalle
      Bank National Association,
as Documentation Agent

                              
	 
      	 
      
	 
      	
                                By
      /s/ Thomas P.
      Sullivan                                            

                              
	 
      	
                                            
      Thomas P. Sullivan

                              
	 
      	
                                            
      Vice President

                              
	 
      	 
      
	 
      	
                                Date:          3.30.09                        

                              
	 
      	 
      
	 
      	
                                JPMORGAN  CHASE
      BANK, N.A.
as a Bank

                              
	 
      	 
      
	 
      	
                                By
      /s/ Michael E.
      Lewis                                                 

                              
	 
      	
                                            
      Michael E. Lewis

                              
	 
      	
                                            
      Senior Vice President

                              
	 
      	 
      
	 
      	
                                Date:                                                         

                              
	 
      	 
      
	 
      	
                                BANK
      OF AMERICA, N.A.

                              
	 
      	
                                Successor
      by merger to

                              
	 
      	
                                LaSalle
      Bank National Association

                              
	 
      	
                                as
      a Bank

                              
	 
      	 
      
	 
      	
                                By
      /s/ Thomas P.
      Sullivan                                            

                              
	 
      	
                                            
      Thomas P. Sullivan

                              
	 
      	
                                            
      Vice President

                              
	 
      	 
      
	 
      	
                                Date:   3.30.09                               

                              


                      

                    

                  

                

              

            

          

        

      

       

      
        
          
          

        

        
          21

          
            

          

        

        
          
          

        

      

       

      
        
          
            
              	 
      	
                      NATIONAL
      CITY BANK

                    
	 
      	
                      as
      a Bank

                    
	 
      	 
      
	 
      	
                      By
      /s/ John A.
      Grohovsky                                            

                    
	 
      	
                                 
      John A. Grohovsky

                    
	 
      	
                                 
      Vice President

                    
	 
      	 
      
	 
      	
                      Date:    03/31/09                    

                    


            

          

        

      

       

      
        
          
          

        

        
          22

          
            

          

        

        
          
          

        

      

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                	 
      	
                                        SYPRIS
      SOLUTIONS, INC.

                                      
	 
      	
                                        (the
      “Borrower”)

                                      
	 
      	 
      
	 
      	
                                        By /s/
      Jeffrey T.
      Gill                                                       

                                      
	 
      	
                                                    
      Jeffrey T. Gill

                                      
	 
      	
                                                     President
      and CEO

                                      
	 
      	 
      
	 
      	
                                        Date:   March 31,
      2009                                                   

                                      
	 
      	 
      
	 
      	
                                        SYPRIS
      TEST &
MEASUREMENT, INC. a Delaware
corporation
      (“ST&M”)

                                      
	 
      	
                                        (as
      a “Guarantor”)

                                      
	 
      	 
      
	 
      	
                                        By
      /s/ Jeffrey T.
      Gill                                                       

                                      
	 
      	
                                                    
      Jeffrey T. Gill

                                      
	 
      	
                                                     Chairman

                                      
	 
      	 
      
	 
      	
                                        Date:  March 31,
      2009                                                    

                                      
	 
      	 
      
	 
      	
                                        SYPRIS
      TECHNOLOGIES, INC.

                                      
	 
      	
                                        a
      Delaware corporation (“ST”)

                                      
	 
      	
                                        (as
      a “Guarantor”)

                                      
	 
      	 
      
	 
      	
                                        By
      /s/ Jeffrey T.
      Gill                                                       

                                      
	 
      	
                                                   
      Jeffrey T. Gill

                                      
	 
      	
                                                   
      Chairman

                                      
	 
      	 
      
	 
      	
                                        Date:  March 31,
      2009                                                    

                                      
	 
      	 
      
	 
      	
                                        SYPRIS
      ELECTRONICS, LLC

                                      
	 
      	
                                        a
      Delaware limited liability

                                      
	 
      	
                                        company
      (“SE”)

                                      
	 
      	
                                        (as
      a “Guarantor”)

                                      
	 
      	 
      
	 
      	
                                        By /s/
      Jeffrey T.
      Gill                                                       

                                      
	 
      	
                                                    
      Jeffrey T. Gill

                                      
	 
      	
                                                    
      Chairman

                                      
	 
      	 
      
	 
      	
                                        Date:  March 31,
      2009                                                    

                                      


                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

       

      
        
          
          

        

        
          23

          
            

          

        

        
          
          

        

      

       

      
        
          
            
              
                
                  
                    
                      
                        	 
      	
                                SYPRIS
      DATA SYSTEMS, INC.

                              
	 
      	
                                a
      Delaware corporation (“SDS”)

                              
	 
      	
                                (as
      a “Guarantor”)

                              
	 
      	 
      
	 
      	
                                By
      /s/ Jeffrey T.
      Gill                                                       

                              
	 
      	
                                           
      Jeffrey T. Gill

                              
	 
      	
                                           
      Chairman

                              
	 
      	 
      
	 
      	
                                Date:   March 31,
      2009                                                    

                              
	 
      	 
      
	 
      	
                                SYPRIS
      TECHNOLOGIES
MARION, LLC

                              
	 
      	
                                a
      Delaware limited liability company

                              
	 
      	
                                (“Marion”)
      (as a “Guarantor”)

                              
	 
      	 
      
	 
      	
                                By
      /s/ Jeffrey T.
      Gill                                                       

                              
	 
      	
                                            
      Jeffrey T. Gill

                              
	 
      	
                                            
      Chairman

                              
	 
      	 
      
	 
      	
                                Date:    March 31,
      2009                                                    

                              


                      

                    

                  

                

              

            

          

        

      

       

      
        
          
          

        

        
          24

          
            

          

        

        
          
          

        

      

       

      
        
          
            
              
                
                  
                    
                      
                        
                          	 
      	
                                  SYPRIS
      TECHNOLOGIES
KENTON,   INC.

                                
	 
      	
                                  a
      Delaware corporation (“STK”)

                                
	 
      	
                                  (as
      a “Guarantor”)

                                
	 
      	 
      
	 
      	
                                  By
      /s/ Jeffrey T.
      Gill                                                       

                                
	 
      	
                                              
      Jeffrey T. Gill

                                
	 
      	
                                               Chairman

                                
	 
      	 
      
	 
      	
                                  Date:    March 31,
      2009                                                    

                                
	 
      	 
      
	 
      	
                                  SYPRIS
      TECHNOLOGIES

                                
	 
      	
                                  MEXICAN
      HOLDINGS, LLC

                                
	 
      	
                                  a
      Delaware limited liability company

                                
	 
      	
                                  (“STMH”)
      (as a “Guarantor”)

                                
	 
      	 
      
	 
      	
                                  By
      /s/ Jeffrey T.
      Gill                                                       

                                
	 
      	
                                            
      Jeffrey T. Gill

                                
	 
      	
                                             Chairman

                                
	 
      	 
      
	 
      	
                                  Date:    March 31,
      2009                                                    

                                


                        

                      

                    

                  

                

              

            

          

        

      

       

      
        
          
          

        

        
          25

          
            

          

        

        
          
          

        

      

       

      SCHEDULE
1.1

      


      LIST OF
BANKS

      


      JPMORGAN
CHASE BANK, N.A.

      
        IN
1-0136

      

      
        1 East
Ohio Street

      

      
        Indianapolis,
IN  46277-0136

      

      
        Attention:
Special Credits Department

      

      


      BANK OF
AMERICA, N.A.

      successor
by merger to

      LaSalle
Bank National Association

      231 S.
LaSalle Street

      Chicago,
Illinois 60697

      Attention:
Michael J. Hammond, Senior Vice President

      


      NATIONAL
CITY BANK

      101 S.
Fifth Street

      Louisville,
KY  40202

      Attention:
John A. Grohovsky, 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

      


      SYPRIS
TECHNOLOGIES MEXICAN HOLDINGS, LLC

      a
Delaware limited liability company (“STMH”)

      101
Bullitt Lane, Suite 450

      Louisville,
Kentucky  40222

      Attention:
President

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      SCHEDULE
2.1

      


      SCHEDULE
OF REVOLVING LOAN COMMITMENTS AND

      REVOLVING
CREDIT FACILITY PRO RATA SHARES

      


      The
maximum amount of the Revolving Credit Facility is $50,000,000.

      


      
        
          
            
              
                
                  	 
      	 	
                          Revolving

                        	 	 	
                          Revolving

                        	 
	  	 	
                          Credit Facility

                        	 	 	
                          Loan

                        	 
	
                          Name of Bank

                        	 	
                          Pro Rata Share

                        	 	 	
                          Commitment

                        	 
	 
      	 	 	 	 	 	 
	
                          JP
      Morgan Chase Bank, NA

                        	 	 	46.0	%  	 	$	23,000,000.00	 
	 
      	 	 	 	 	 	 	 	 
	
                          Bank
      of America, N.A.,

                        	 	 	 	 	 	 	 	 
	
                          successor
      by merger to

                        	 	 	 	 	 	 	 	 
	
                          LaSalle
      Bank National Association

                        	 	 	38.0	%	 	$	19,000,000.00	 
	 
      	 	 	 	 	 	 	 	 
	
                          National
      City Bank

                        	 	 	16.0	%	 	$	8,000,000.00	 
	 
      	 	 	 	 	 	 	 	 
	
                          Totals

                        	 	 	100	%	 	$	50,000,000.00	 


                

              

            

          

        

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
         

        SCHEDULE
7.10

        


        CAPITAL
EXPENDITURE SCHEDULE

        


        
          
            	
                    *********

                  	
                    *********

                  
	
                    *********

                  	
                    *********

                  
	
                    *********

                  	
                    *********

                  
	
                    *********

                  	
                    *********

                  
	
                    *********

                  	
                    *********

                  
	
                    *********

                  	
                    *********

                  
	
                    *********

                  	
                    *********

                  
	
                    *********

                  	
                    *********

                  


          

        


        
          
             


          

          
             


            
              

            

          

          
             


          

        


        EXHIBIT
A

        


        FORM
OF COMPLIANCE CERTIFICATE

        


        This Compliance Certificate is being
delivered to JPMorgan Chase Bank, N.A., as Agent Bank, pursuant to Section 6.3C
of that certain Amended and Restated Loan Agreement dated as of April 6, 2007,
as amended, among Sypris Solutions, Inc. as Borrower (the “Borrower”), certain
Guarantors (as defined in the Loan Agreement), the Agent Bank and the Banks (as
defined in the Loan Agreement) (together with all amendments, modifications and
supplements thereto and all restatements thereof, the “Loan
Agreement”).  All capitalized terms used herein without definition
shall have the meanings assigned to those terms in the Loan
Agreement.  The undersigned officer, on behalf of the Borrower,
certifies that as of the last day of the most recently ended Fiscal Quarter of
the Borrower dated __________, 20___ (the “Compliance Date”):

        


        1.           EBITDA.  The
Borrower’s EBITDA for the Applicable Period (defined in Section 2 below),
determined as of the Compliance Date was _________, calculated as
follows:

        


        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    	
                                            (a)

                                          	
                                            Net
      Income

                                          	 
      	 
      
	 
      	 
      	 
      	 
      
	
                                            (b)

                                          	
                                            Interest
      Expense

                                          	 
      	 
      
	 
      	 
      	 
      	 
      
	
                                            (c)

                                          	
                                            provisions
      for taxes based on income

                                          	 
      	 
      
	 
      	 
      	 
      	 
      
	
                                            (d)

                                          	
                                            depreciation

                                          	 
      	 
      
	 
      	 
      	 
      	 
      
	
                                            (e)

                                          	
                                            amortization

                                          	 
      	 
      
	 
      	 
      	 
      	 
      
	
                                            (f)

                                          	
                                            non-cash
      stock compensation expense, reducing Net Income

                                          	 
      	 
      
	 
      	 
      	 
      	 
      
	
                                            (g)

                                          	
                                            make-whole
      expense related to $55,000,000 Senior Notes

                                          	 
      	 
      
	 
      	 
      	 
      	 
      
	
                                            (h)

                                          	
                                            Agent
      Bank approved non-cash charges

                                          	 
      	 
      
	 
      	 
      	 
      	 
      
	
                                            (i)

                                          	
                                            non-cash
      gains

                                          	 
      	 
      
	 
      	 
      	 
      	 
      
	
                                            (j)

                                          	
                                            EBITDA
      =

                                          	 
      	 
      
	 
      	
                                            sum
      of (a) + (b) + (c) + (d) + (e) + (f) + (g) + (h) - (i)

                                          	 
      	 
      


                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        


        
          
             


          

          
             


            
              

            

          

          
             


          

        

                 

        2.           Cumulative Consolidated
EBITDAR

        


        The
Borrower’s Cumulative Consolidated EBITDAR for the applicable period identified
below (the "Applicable Period") was __________, calculated as follows (in each
subsection, information is to be provided for the Applicable
Period):

        


        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              	
                                      (a)

                                    	
                                      Last
      day of Applicable Period (the Applicable Period begins, in each case, on
      April 6, and ends on one of the following: July 5, 2009, October 4, 2009
      and December 31, 2009)

                                    	 
      	
                                      ______  __,
      2009

                                    
	 
      	 
      	 
      	 
      
	
                                      (b)

                                    	
                                      Actual
      EBITDA (from 1(j))

                                    	 
      	 
      
	 
      	 
      	 
      	 
      
	
                                      (c)

                                    	
                                      Rent
      paid

                                    	 
      	 
      
	 
      	 
      	 
      	 
      
	
                                      (d)

                                    	
                                      Restructuring
      charges

                                    	 
      	 
      
	 
      	 
      	 
      	 
      
	
                                      (e)

                                    	
                                      *********OMITTED******

                                    	 
      	 
      
	 
      	 
      	 
      	 
      
	
                                      (f)

                                    	
                                      Impairment
      of long-lived assets, goodwill, intangibles or shares of Dana
      entities

                                    	 
      	 
      
	 
      	 
      	 
      	 
      
	
                                      (g)

                                    	
                                      Translation
      gains or losses due to changes in foreign currency exchange
      rates

                                    	 
      	 
      
	 
      	 
      	 
      	 
      
	
                                      (h)

                                    	
                                      Cumulative

                                    	 
      	 
      
	 
      	
                                      Consolidated
      EBITDAR

                                    	 
      	 
      
	 
      	
                                      sum
      of (b) + (c) + (d) + (e) + (f) + (g)

                                    	 
      	 
      


                            

                          

                        

                      

                    

                  

                

              

            

          

        

        


        Requirement
[Section 7.7 of the Loan Agreement]:

        


        "7.7           Cumulative
Consolidated EBITDAR.  The Borrower will not
permit the result of (i) EBITDA plus rent paid ("EBITDAR") for any period
beginning April 6, 2009 and ending on a date set forth in the table below,
plus, (ii) to the extent deducted in
determining such EBITDAR, restructuring charges as recorded
in the Borrower’s financial statements, as determined on a consolidated basis in
accordance with GAAP, ****************OMITTED********************
***********************************plus, (iv) to the extent deducted in
determining such EBITDAR, any impairment of long-lived
assets, goodwill, intangibles or any of the shares of the stock of the Dana
Entities; and (v) plus or minus any translation gains or losses on the
Borrower’s statement of operations due to changes in foreign currency exchange
rates, all as determined on a consolidated basis in accordance with GAAP (such
result, “Cumulative Consolidated EBITDAR”), to be less than the amount set forth
opposite such date (all amounts shown in parentheses indicate negative
numbers):


        
          
             


          

          
             


            
              

            

          

          
             


          

        

         

        
          
            
              
                	
                        If Such Date is During the Period

                        From April 6, 2009 Through:

                      	 	
                        Minimum Cumulative

                        Consolidated EBITDAR

                      	 
	
                        July
      5, 2009

                      	 	$	(2,000,000	)
	
                        October
      4, 2009

                      	 	$	(500,000	)
	
                        December
      31, 2009

                      	 	$	2,000,000	 


              

            

          

        

        


        3.           Adjusted Consolidated Net
Worth

        


        The
Borrower’s Adjusted Consolidated Net Worth as of the last day of the fiscal
quarter identified below was ________:

        


        (a)           Last
day of Fiscal Quarter

        (June 30, 2009; September 30, 2009
or

        
          	
                   
      

                	
                  December
      31, 2009)

                	
                  ______  __,
      2009

                


        

        


        
          	
                	
                  (b) 

                	
                  Adjusted
      Consolidated Net
      Worth)                                                        __________

                


        

        


        Requirement
[Section 7.8 of the Loan Agreement]:

         

        7.8           Adjusted Consolidated Net
Worth.  The Borrower will not permit the sum of Adjusted
Consolidated Net Worth (as defined in the Note Purchase Agreement) as of the
last day of any fiscal quarter noted in the table below plus the aggregate
amount of any impairment of long-lived assets, goodwill, intangibles or any of
the shares of the stock of the Dana Entities taken during year-to-date through
such fiscal quarter and reflected in such Adjusted Consolidated Net Worth, to be
less than the amount set forth such day in such table:

         

        
          
            
              
                	
                        Date

                      	 	
                        Minimum Levels

                      	 
	
                        July
      5, 2009

                      	 	$	55,000,000	 
	
                        October
      4, 2009

                      	 	$	50,000,000	 
	
                        December
      31, 2009

                      	 	$	45,000,000	 


              

            

          

        


        
          
             


          

          
             


            
              

            

          

          
             


          

        

         

        
          4.           **********OMITTED********

          


          **********OMITTED*****************************************************************

          ********************************************************************************************
*****************************************

          


          ********************************************

          


          7.9           ****************************************************************************
******************************************************************OMITTED***************
******************************************************************************************
******************************************************************************************
******************************************************************************************
******************************************************************************************
*********************************

            

          
            
              
                	
                        *****************

                      	
                        *****************

                      
	
                        *****************

                      	
                        *****************

                      
	
                        *****************

                      	
                        *****************

                      
	
                        *****************

                      	
                        *****************

                      
	
                        *****************

                      	
                        *****************

                      
	
                        *****************

                      	
                        *****************

                      
	
                        *****************

                      	
                        *****************

                      
	
                        *****************

                      	
                        *****************

                      
	
                        *****************

                      	
                        *****************

                      
	
                        *****************

                      	
                        *****************

                      
	
                        *****************

                      	
                        *****************

                      


              

            

          

          


          ********************************************************************************************
********************************************************************************************
**********************************************OMITTED************************************
********************************************************************************************
********************************************************************************************
********************************************************************************************
********************************************************************************************
******

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

           

          ********************************************************************************************
********************************************************************************************
**********************************OMITTED************************************************
******************************************************************************************
******************************************************************************************
******************************************************************************************
******************************************************************************************
******************************************************************************************
*********************************************

        

        


        5.           Capital
Expenditures.  The Capital Expenditures incurred by the
Borrower and the Guarantors since the 2009A Amendment Closing Date were $
_____________.

        


        Requirement
[Section 7.10 of the Loan Agreement]:  Other than as set forth in
Schedule 7.10
to the 2009A Amendment to Loan Documents, The Borrower and the Guarantors shall
not incur Capital Expenditures in excess of $2,000,000 prior to the Revolving
Loan Commitment Termination Date.

        


        6.           Operating Lease
Rentals.  The Borrower’s Operating Lease Rentals incurred
during the calendar year as of the Compliance Date were $
_____________.

        


        Requirement
[Section 7.11 of the Loan Agreement]: Requirement:  Operating Lease
Rentals paid in any Fiscal Year shall not exceed $10,000,000.

        


        7.           Other
Covenants.  The Borrower has not, during the proceeding Fiscal
Quarter ending on the Compliance Date, violated any of the other covenants
contained in Sections 6 and 7 of the Loan Agreement.

        


        The undersigned officer of the Borrower
executing and delivering this Compliance Certificate on behalf of the Borrower
further certifies that he has reviewed the Loan Agreement and has no knowledge
of any event or condition which constitutes a Potential Default or an Event of
Default under the Loan Agreement or the other Loan Documents other than [if any
Potential Default or Event of Default has occurred, describe the same, the
period of existence thereof and what action the Borrower has taken or propose to
take with respect thereto].

        


        IN WITNESS THEREOF, the Borrower,
through a duly authorized officer, has executed this Compliance Certificate this
_____ day of _______________, 20__.

        


        
          
            
              
                	
                        SYPRIS SOLUTIONS, INC.

                      
	 
      	 
      
	
                        By

                      	 
      
	 
      	 
      
	
                        Title:

                      	 
      
	
                         

                        (the
      “Borrower”)

                      


              

            

          

        


        
          
             


          

          
             


            
              

            

          

          
             


          

        

        


        EXHIBIT
B

        


        BUSINESS
PLAN

        


        [***OMITTED***]