Exhibit
10.2

    


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

    
      

      

    

     

    EXECUTION
VERSION

    


    SYPRIS
SOLUTIONS, INC.

     

      
        

      

    

    FOURTH
AMENDMENT

    TO
NOTE PURCHASE AGREEMENT

    
      

    

     

    Dated
as of April 1, 2009

     


    $4,090,909
12.00% Senior Notes, Series A, due January 15, 2010

    


    $15,000,001
10.20% Senior Notes, Series B, due January 15, 2010

    


    $10,909,090
10.30% Senior Notes, Series C, due January 15, 2010

     

    
      

      

    

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    SYPRIS
SOLUTIONS, INC.

    


    $4,090,909
12.00% Senior Notes, Series A, due January 15, 2010

    $15,000,001
10.20% Senior Notes, Series B, due January 15, 2010

    $10,909,090
10.30% Senior Notes, Series C, due January 15, 2010

    


    As of
April 1, 2009

    


    To
each of the Current Noteholders

    Named
in Annex 1 hereto:

    


    Ladies
and Gentlemen:

    


    SYPRIS SOLUTIONS, INC., a
Delaware corporation (together with any successors and assigns, the “Company”), hereby agrees with
each of you as follows:

     

    
      	
              1.

            	
              PRIOR
      ISSUANCE OF NOTES, ETC.

            


    

     

    The Company has outstanding (i)
$4,090,909 in aggregate principal amount of its 7.25% Senior Notes, Series A,
due June 30, 2009 (collectively, the “Existing Series A Notes”),
(ii) $15,000,001 in aggregate principal amount of its 7.45% Senior Notes, Series
B, due June 30, 2011 (collectively, the “Existing Series B Notes”) and
(iii) $10,909,090 in aggregate principal amount of its 7.55% Senior Notes,
Series C, due June 30, 2012 (collectively, the “Existing Series C Notes” and
together with the Existing Series A Notes and the Existing Series B Notes,
collectively, the “Existing
Notes”, and the Existing Notes, as amended pursuant to this Agreement and
as may be further amended, restated, modified or replaced from time to time,
together with any such notes issued in substitution therefor pursuant to Section
13 of the Note Purchase Agreement, the “Notes”) under the Note
Purchase Agreement dated as of June 1, 2004 by and among the Company and the
purchasers named in Schedule A thereto, as amended by that certain First
Amendment to Note Purchase Agreement, dated as of August 3, 2005, that certain
Second Amendment to Note Purchase Agreement, dated as of March 13, 2006, and
that certain Third Amendment to Note Purchase Agreement dated as of April 6,
2007 (as so amended, the “Existing Note Agreement” and,
as amended pursuant to this Agreement and as may be further amended, restated or
otherwise modified from time to time, the “Note Purchase
Agreement”).  The Company represents and warrants to each of
you that the register kept by the Company for the registration and transfer of
the Notes indicates that each of the Persons named in Annex 1 hereto
(collectively, the “Current
Noteholders”) is currently a holder of the aggregate principal amount of
the Notes of each Series indicated in such Annex.

     

    
      	
              2.

            	
              WAIVERS;
      AMENDMENTS.

            


    

     

    The Company agrees and, subject to the
satisfaction of the conditions set forth in Section 5 of this Agreement, each of
the Current Noteholders (a) waives its rights to take any action as a
consequence of any of the Specified Defaults (the “Waivers”) and (b) agrees to
the amendment of the Existing Notes and certain provisions of the Existing Note
Agreement, in each case as provided for by Section 4 of this Agreement (the
“Amendments”).


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    
      	
              3.

            	
              WARRANTIES
      AND REPRESENTATIONS.

            


    

     

    To induce the Current Noteholders to
enter into this Agreement and to agree to the Amendments, the Company warrants
and represents to you, as of the date hereof, as follows (it being agreed,
however, that nothing in this Section 3 shall affect any of the warranties and
representations previously made by the Company in or pursuant to the Existing
Note Agreement, and that all of such other warranties and representations, as
well as the warranties and representations in this Section 3, shall survive the
effectiveness of the Amendments).

     

    
      	
               
      

            	
              3.1.

            	
              Material
      Adverse Change.

            


    

     

    Except as disclosed in the draft of the
Company’s Annual Report on Form 10-K (the “Draft 10-K”) for the period
ended December 31, 2008 (including without limitation, the Company’s disclosures
regarding the Material Adverse Effects of recent global and national
macroeconomic developments, the loss of up to 50% of the anticipated sales
volumes for Sypris Industrial Group, and the lack of credit availability for the
Company’s customers and suppliers) proposed to be filed with the Securities and
Exchange Commission, there has been no change in the business operations,
profits, financial condition, properties or business prospects of the Company
and its Subsidiaries except changes that, in the aggregate, could not reasonably
be expected to have a Material Adverse Effect.  A true and correct
copy of the Draft 10-K has been delivered to the Current Noteholders on the date
hereof.

     

    
      	
               
      

            	
              3.2.

            	
              Full
      Disclosure.

            


    

     

    Neither the financial statements and
other certificates previously provided to the Current Noteholders pursuant to
the provisions of the Existing Note Agreement nor the statements made in this
Agreement nor the projected financial information provided to the Current
Noteholders on March 16, 2009 (the “Initial Projections”) in
connection with the proposal and negotiation of the Amendments, taken as a
whole, contain any untrue statement of a material fact or omit a material fact
necessary to make the statements contained therein and herein, taken as a whole,
not misleading.  There is no fact relating to any event or
circumstance that has occurred or arisen since the date of the Initial
Projections that the Company has not disclosed to the Current Noteholders in
writing that has had or, so far as the Company can now reasonably foresee, could
reasonably be expected to have, individually or in the aggregate, a Material
Adverse Effect.  All pro forma financial information, financial or
other projections and forward-looking statements delivered to the Current
Noteholders (including the Initial Projections) have been prepared in good faith
by the Company based on reasonable assumptions.

     

    
      	
               
      

            	
              3.3.

            	
              Solvency.

            


    

     

    The fair
value of the business and assets of each of the Company and each Subsidiary
Guarantor exceeds the amount that will be required to pay its respective
liabilities (including, without limitation, contingent, subordinated, unmatured
and unliquidated liabilities on existing debts, as such liabilities may become
absolute and matured).  Neither the Company nor the Subsidiary
Guarantors is engaged in any business or transaction, or about to engage in any
business or transaction, for which such Person has unreasonably small assets or
capital (within the meaning of the Uniform Fraudulent Transfer Act, the Uniform
Fraudulent Conveyance Act and Section 548 of the Federal Bankruptcy Code), and
neither the Company nor the Subsidiary Guarantors has any intent
to:


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    (a)           hinder,
delay or defraud any entity to which any of them is, or will become, on or after
the Closing Date, indebted, or

     

    (b)           incur
debts that would be beyond any of their ability to pay as they
mature.

     

    
      	
               
      

            	
              3.4.

            	
              No
      Defaults.

            


    

     

    Except for the Defaults set forth on
Schedule 3.4
(the “Specified
Defaults”), no event has occurred and no condition exists that, upon the
execution and delivery of this Agreement and the effectiveness of the
Amendments, would constitute a Default or an Event of Default.

     

    
      	
               
      

            	
              3.5.

            	
              Title
      to Properties.

            


    

     

    The
Company and its Subsidiaries have good and sufficient title to or the legal
right to use their respective properties, including all such properties
reflected in the most recent audited balance sheet of the Company delivered
pursuant to the provisions of Section 7.1 of the Existing Note Agreement (except
as sold or otherwise disposed of in the ordinary course of business) or
purported to have been acquired by the Company or any Subsidiary after said date
(except as sold or otherwise disposed of in the ordinary course of business), in
each case (a) to the extent such properties are individually or in the aggregate
Material, and (b) free and clear from Liens not permitted by the Financing
Documents.

     

    
      	
               
      

            	
              3.6.

            	
              Transaction
      is Legal and Authorized; Obligations are
  Enforceable.

            


    

     

    (a)           The
execution and delivery of this Agreement, the Notes, the Subsidiary Guaranty
Amendment and the other documents and instruments entered into in connection
herewith and therewith (collectively, the “Fourth Amendment Documents”)
by the Company and the Subsidiary Guarantors (collectively, the “Obligors”) and compliance by
the Obligors with all of their respective obligations thereunder:

     

    (i)           is
within the corporate or limited liability company powers of each
Obligor;

     

    (ii)           is
legal and does not conflict with, result in any breach in any of the provisions
of, constitute a default under, or result in the creation of any Lien upon any
property of the Obligors under the provisions of, any agreement, charter
instrument, bylaw or other instrument to which any Obligor is a party or by
which it or any of its Property may be bound; and

     

    (iii)           does
not give rise to a right or option of any other Person under any agreement or
other instrument, which right or option, individually or in the aggregate, could
reasonably be expected to have a Material Adverse Effect.


    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    (b)           The
Fourth Amendment Documents have been duly authorized by all necessary action on
the part of each Obligor and each Fourth Amendment Document has been executed
and delivered by one or more duly authorized officers of each Obligor party
thereto, and each constitutes a legal, valid and binding obligation of such
Obligor, enforceable in accordance with its terms, except that such
enforceability may be:

     

    (i)           limited
by applicable bankruptcy, reorganization, arrangement, insolvency, moratorium or
other similar laws affecting the enforceability of creditors’ rights generally;
and

     

    (ii)           subject
to the availability of equitable remedies.

     

    
      	
               
      

            	
              3.7.

            	
              Collateral
      Representations.

            


    

     

    (a)           Valid and Perfected Security
Interests.  The Security Documents create in favor of the
Collateral Agent, for the benefit of the holders from time to time of the Notes
and the Lenders, a good and valid security interest upon the property purported
to be encumbered thereby, subject only to Liens permitted by the terms of the
Financing Documents (“Permitted
Liens”).  Such security interest is a first priority (subject
to Permitted Liens) security interest duly perfected with respect to all
property purported to be covered thereby (other than any motor vehicles and any
fixtures for which a fixture filing is not required under the terms of the
Security Agreement) and shall be effective as to any purchaser or grantee of the
property encumbered thereby.

     

    (b)           Filings and
Registrations.  No authorization or approval or other action
by, and no notice to or filing with, any Governmental Authority is required
for:

     

    (A)           the
continued existence of the Liens granted pursuant to the Security Documents;
or

     

    (B)           the
continued perfection of such security interest (other than any motor vehicles
and any fixtures for which a fixture filing is not required under the terms of
the Security Agreement);

     

    (c)           Absence of Financing
Statements, etc.  Except for
Permitted Liens, there is no financing statement, security agreement, chattel
mortgage, real estate mortgage or other document filed or recorded with any
filing records, registry or other public office, that purports to cover, affect
or give notice of any present or possible future Lien on, or security interest
in, any property of any Obligor or any rights relating thereto.

    


    (d)           Deposit
Accounts.  The Obligors maintain all of their deposit and
securities accounts with the Collateral Agent, other than (i) any such accounts
holding money or securities for the benefit of employees of the Obligors under
employee benefit plans and (ii) any such accounts the current outstanding
balance of which does not exceed $100,000 with respect to any single
account.

     

    (e)           Third Party
Beneficiary.  The Lenders are intended third party
beneficiaries of the representations set forth in this Section
3.7.


    
      
         


      

      
        4

        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              3.8.

            	
              Certain
      Laws.

            


    

     

    The
execution and delivery of the Fourth Amendment Documents by the Obligors and the
consummation of the transaction contemplated hereby:

     

    (a)           is
not subject to regulation under the Investment Company Act of 1940, as amended,
or the Federal Power Act, as amended, and

     

    (b)           does
not violate any provision of any statute or other rule or regulation of any
Governmental Authority applicable to the Company or any Subsidiary.

     

    
      	
               
      

            	
              3.9.

            	
              Litigation;
      Observance of Agreements.

            


    

     

    (a)           There
are no actions, suits or proceedings pending or, to the knowledge of the
Company, threatened against or affecting the Company or any Subsidiary or any
property of the Company or any Subsidiary in any court or before any arbitrator
of any kind or before or by any Governmental Authority that, individually or in
the aggregate, could reasonably be expected to have a Material Adverse
Effect.

     

    (b)           Neither
the Company nor any Subsidiary is in default under any term of any order,
judgment, decree or ruling of any court, arbitrator or Governmental Authority or
is in violation of any applicable law, ordinance, rule or regulation (including,
without limitation, Environmental Laws) of any Governmental Authority, which
default or violation, individually or in the aggregate, could reasonably be
expected to have a Material Adverse Effect.

     

    
      	
            	
              3.10.

            	
              Charter
      Instruments; Other Agreements.

            


    

     

    Neither
the Company nor any Subsidiary is in violation in any respect of any term of any
charter instrument or bylaw, other than possible immaterial violations by
Mexican Subsidiaries.  Except for the Specified Defaults, upon the
execution and delivery of the 2009A Amendment to Loan Documents (as defined
herein) and the Fourth Amendment Documents and the effectiveness of the
amendments provided therein, neither the Company nor any Subsidiary is in
violation or default in respect of any term in any agreement or other instrument
to which it is a party or by which it or any of its material property may be
bound or affected which violation or default, individually or in the aggregate,
could reasonably be expected to have a Material Adverse Effect.  The
execution, delivery and performance by each Obligor of the Fourth Amendment
Documents to which it is a party will not conflict with or result in the
material breach of any of the terms, conditions or provisions of any order,
judgment, decree or ruling of any court, arbitrator or Governmental Authority
applicable to the Company or any Subsidiary or violate any provision of any
statute or other rule or regulation of any Government Authority applicable to
the Company or any Subsidiary.


    
      
         


      

      
        5

        
          

        

      

      
         


      

    


    
      	
            	
              3.11.

            	
              Taxes.

            


    

     

    The
Company and its Subsidiaries have filed all tax returns that are required to
have been filed in any jurisdiction, and have paid all taxes shown to be due and
payable on such returns and all other taxes and assessments levied upon them or
their properties, assets, income or franchises, to the extent such taxes and
assessments have become due and payable and before they have become delinquent,
except for any taxes and assessments (a) the amount of which is not
individually or in the aggregate Material or (b) the amount, applicability
or validity of which is currently being contested in good faith by appropriate
proceedings and with respect to which the Company or a Subsidiary, as the case
may be, has established adequate reserves in accordance with GAAP, other than,
in the case of this clause (b), taxes and assessments in immaterial amounts
required to be paid by Mexican Subsidiaries.  The Company knows of no
basis for any other tax or assessment that could reasonably be expected to have
a Material Adverse Effect.  The charges, accruals and reserves on the
books of the Company and the Subsidiaries (other than the Mexican Subsidiaries)
in respect of federal, state or other taxes for all fiscal periods are
adequate.  The charges, accruals and reserves on the books of the
Mexican Subsidiaries in respect of federal, state or other taxes for all fiscal
periods are adequate in all material respects.

     

    
      	
            	
              3.12.

            	
              Governmental
      Consent.

            


    

     

    Neither
the Obligors, nor the nature of any of their respective businesses or
properties, is such so as to require a consent, approval or authorization of, or
filing, registration or qualification with, any Governmental Authority as a
condition to the execution and delivery of the Fourth Amendment
Documents.

     

    
      	
            	
              3.13.

            	
              Fees.

            


    

     

    Neither
the Company nor any Subsidiary thereof has paid (or promised to pay) any
amendment fee or any other direct or indirect compensation to any party to the
Credit Agreement or to any other creditor of the Company or any Subsidiary
(other than Ernst & Young LLP, Middleton Reutlinger PSC, Sherman &
Sterling LLP ****OMITTED****) in connection
with the transactions contemplated hereby other than as contemplated by this
Agreement and the 2009A Amendment to Loan Documents.

     

    
      
        	
              	
                3.14.

              	
                Indebtedness;
      Liens.

              


      

    

     

    There is
no outstanding Debt of the Company or any Subsidiary in respect of borrowed
money, Capital Leases, the deferred purchase price of property, or existing
guaranties issued by the Company or any Subsidiary, in each case in an amount in
excess of $100,000, or existing Liens encumbering the property of the Company or
any Subsidiary other than as disclosed in the most recent annual and quarterly
financial statements of the Company delivered to the Current
Noteholders.  Schedule 10.16(b)
sets forth a complete and correct list of all of the real properties leased by
the Obligors at which Collateral is located with an aggregate net book value in
excess of $1,000,000.  Neither the Company nor any Subsidiary is in
default and no waiver of default is currently in effect, in the payment of any
principal or interest on any Debt of the Company or such Subsidiary, and no
event or condition exists with respect to any Debt of the Company or any
Subsidiary that would permit (or that with notice or the lapse of time, or both,
would permit) one or more Persons to cause such Debt to become due and payable
before its stated maturity or before its regularly scheduled dates of payment,
in each case after giving effect to the amendments contemplated by this
Agreement and the 2009A Amendment to Loan Documents.


    
      
         


      

      
        6

        
          

        

      

      
         


      

    


    
      	
            	
              3.15.

            	
              Amendment
      to Credit Agreement.

            


    

     

    The
Company has delivered to each of the Current Noteholders true and correct copies
of the existing Credit Agreement and the 2009A Amendment to Loan
Documents.

     

    
      	
            	
              3.16.

            	
              Fiscal
      Quarter End Dates.

            


    

    The
fiscal quarter end dates of the Company for fiscal year 2009 are April 5, 2009,
July 5, 2009, October 4, 2009 and December 31, 2009.

     

    
      	
            	
              3.17.

            	
              2009
      Monthly Business Plan.

            


    

     

    The 2009
Monthly Business Plan provides a reasonable estimate of the future financial
performance of the Company and the Subsidiary Guarantors for the periods set
forth therein and the 2009 Monthly Business Plan has been prepared on the basis
of the assumptions set forth therein, which the Company believes are fair and
reasonable in light of current and reasonably foreseeable business conditions at
the time submitted to the holders of the Notes, subject, in each case, to the
Company’s disclosures in the Draft 10-K and its most recent Form 10-Q filing
with the Securities and Exchange Commission.

     

    
      	
            	
              3.18.

            	
              Completeness
      of Disclosures.

            


    

     

    Any
representation, warranty, covenant or other provision hereof, or in any related
document, which relates to the accuracy or completeness of any notice, reporting
obligation or disclosure to the Noteholders shall be accurate or complete only
when taken as a whole together with the Company’s other notices, reports or
disclosures, including, without limitation, the Risk Factors sections of the
Company’s Form 10-K and 10-Q filings.

    


    
      	
              4.

            	
              AMENDMENTS
      TO NOTES AND NOTE PURCHASE
AGREEMENT.

            


    

     

    
      	
               
      

            	
              4.1.

            	
              Amendment
      of Notes.

            


    

     

    (a)           Series A Notes.  The
Existing Series A Notes are hereby and shall be deemed to be, automatically and
without any further action, amended and restated in their entirety as set forth
on Exhibit A;
except that the date, registration number and principal amount set forth in each
Existing Series A Note shall remain the same; provided, however, that, at
the request of any Current Noteholder, the Company shall execute and deliver a
new Series A Note or Series A Notes in the form of such Exhibit A in exchange
for its Existing Series A Note, registered in the name of such Current
Noteholder, in the aggregate principal amount of the Series A Notes owing to
such Current Noteholder on the date hereof and dated the date of the last
interest payment made to such Current Noteholder in respect of its Existing
Series A Notes.  Each reference to the “7.25% Senior Notes, Series A,
due June 30, 2009” in any of the Financing Documents is hereby deleted and
replaced with a reference to the “12.00% Senior Notes, Series A, due January 15,
2010”.  Each other reference to “7.25%” in any of such agreements as
the interest rate applicable to the Series A Notes is hereby deleted and
replaced with “12.00%”.


    
      
         


      

      
        7

        
          

        

      

      
         


      

    


    (b)           Series B Notes. The Existing
Series B Notes are hereby and shall be deemed to be, automatically and without
any further action, amended and restated in their entirety as set forth on Exhibit B; except
that the date, registration number and principal amount set forth in each
Existing Series B Note shall remain the same; provided, however, that, at
the request of any Current Noteholder, the Company shall execute and deliver a
new Series B Note or Series B Notes in the form of such Exhibit B in exchange
for its Existing Series B Note, registered in the name of such Current
Noteholder, in the aggregate principal amount of the Series B Notes owing to
such Current Noteholder on the date hereof and dated the date of the last
interest payment made to such Current Noteholder in respect of its Existing
Series B Notes.  Each reference to the “7.45% Senior Notes, Series B,
due June 30, 2011” in any of the Financing Documents is hereby deleted and
replaced with a reference to the “10.20% Senior Notes, Series B, due January 15,
2010”.  Each other reference to “7.45%” in any of such agreements as
the interest rate applicable to the Series B Notes is hereby deleted and
replaced with “10.20%”.

     

    (c)           Series C Notes. The Existing
Series C Notes are hereby and shall be deemed to be, automatically and without
any further action, amended and restated in their entirety as set forth on Exhibit C; except
that the date, registration number and principal amount set forth in each
Existing Series C Note shall remain the same; provided, however, that, at
the request of any Current Noteholder, the Company shall execute and deliver a
new Series C Note or Series C Notes in the form of such Exhibit C in exchange
for its Existing Series C Note, registered in the name of such Current
Noteholder, in the aggregate principal amount of the Series C Notes owing to
such Current Noteholder on the date hereof and dated the date of the last
interest payment made to such Current Noteholder in respect of its Existing
Series C Notes.  Each reference to the “7.55% Senior Notes, Series C,
due June 30, 2012” in any of the Financing Documents is hereby deleted and
replaced with a reference to the “10.30% Senior Notes, Series C, due January 15,
2010”.  Each other reference to “7.55%” in any of such agreements as
the interest rate applicable to the Series C Notes is hereby deleted and
replaced with “10.30%.”

     

    
      	
               
      

            	
              4.2.

            	
              Note
      Purchase Agreement Amendments.

            


    

     

    The
Existing Note Agreement is hereby and shall be amended in the manner specified
in Exhibit D to
this Agreement.

     

    
      	
               
      

            	
              4.3.

            	
              No
      Other Amendments; Confirmation.

            


    

     

    Except as
expressly provided herein, (a) no terms or provisions of any agreement are
modified or changed by this Agreement, (b) the terms of this Agreement shall not
operate as a waiver by any Current Noteholder of, or otherwise prejudice any
Current Noteholder’s rights, remedies or powers under, the Existing Note
Agreement, the Existing Notes or any other Financing Document or under any
applicable law, and (c) the terms and provisions of the Existing Note Agreement,
the Existing Notes and each other Financing Document shall continue in full
force and effect.


    
      
         


      

      
        8

        
          

        

      

      
         


      

    


    
      	
              5.

            	
              CONDITIONS
      TO EFFECTIVENESS OF WAIVERS AND
AMENDMENTS.

            


    

     

    The
Waivers and Amendments shall become effective on the date hereof (the “Closing Date”), provided that
the following conditions precedent have been satisfied to the satisfaction of
the Current Noteholders pursuant to documentation (where applicable) in form and
substance satisfactory to them:

     

    (a)           the
Obligors shall have executed and delivered this Agreement and the Subsidiary
Guaranty Amendment to the Current Noteholders, and the Company shall have
executed and delivered replacement Notes to any Current Noteholder requesting
the same;

     

    (b)           the
Company shall have delivered to each of the Current Noteholders true and correct
copies of the existing Credit Agreement and the 2009A Amendment to Loan
Documents, which agreements shall be in full force and effect;

     

    (c)           each
Obligor shall have delivered a certificate of its secretary in the form agreed
to by the Company and special counsel to the Current Noteholders;

     

    (d)           ***************************OMITTED******************************
*******;

     

    (e)           the
Company shall have provided all other due diligence materials requested by the
Current Noteholders;

     

    (f)           the
Company shall have delivered (i) a legal opinion of the general counsel to the
Obligors, addressing the matters set forth on Exhibit E, and (ii) a
legal opinion of Middleton Routlinger, addressing the matters set forth on Exhibit
F;

     

    (i)           the
Company shall have paid to each Current Noteholder, in consideration of the
agreements of such Current Noteholder contained herein, by wire transfer of
immediately available funds, a fee in an amount equal to 0.75% of the aggregate
outstanding principal amount of the Notes held by such Current
Noteholder.  In accordance with Section 17.2(b) of the Note Purchase
Agreement, such fee shall be deemed earned when paid and shall not be subject to
recovery or repayment in the event this Agreement is terminated or rescinded for
any reason;

     

    (j)           the
Company shall have paid all unpaid fees and disbursements of Bingham McCutchen
LLP (“Bingham”), special
counsel to the Current Noteholders, as reflected in an invoice presented to the
Company on or before the date hereof;

     

    (k)           within
two (2) days after execution of this Agreement, the Company shall have received,
and delivered to each of the Current Noteholders, the audited financial
statements for its 2008 fiscal year together with the certificates and auditors’
opinion as required by Section 7.1(b) of the Existing Note Purchase Agreement
*************************************
***************************************OMITTED** ****************************
********************************; and

     

    (l)           The
Current Noteholders, the Lenders and the Company shall have agreed to amendments
to the Existing Sharing Agreement reasonably satisfactory to the Current
Noteholders concerning the calculation of Pro Rata Shares with respect to
amounts due under Sections 8.1(b) of the Note Purchase
Agreement.


    
      
         


      

      
        9

        
          

        

      

      
         


      

    


    Any
document entered into in connection with the transaction contemplated hereby
shall be in form and substance satisfactory to the Required Holders, provided
that execution and delivery of this Agreement by the Required Holders shall be
deemed to be an affirmation that such document is so satisfactory.

     

    
      	
              6.

            	
              DEFINED
      TERMS.

            


    

     

    Capitalized terms used herein and not
otherwise defined herein shall have the meanings ascribed to them in the Note
Purchase Agreement.  In addition, the following capitalized terms used
herein shall have the meanings ascribed to them in the corresponding section of
this Agreement referenced below:

     

    “Agreement” means this Fourth
Amendment to Note Purchase Agreement.

     

    “Amendments” – Section
2.

     

    “Bingham” – Section
5(i).

     

    “Closing Date” – Section
5.

     

    “Company” – the introductory
sentence hereof.

     

    “Current Noteholders” – Section
1.

     

    “Existing Financing Documents”
– Section 8.

     

    “Existing Note Agreement” –
Section 1.

     

    “Existing Notes” – Section
1.

     

    “Existing Pledge Agreement” –
means the Pledge Agreement, dated as of September 13, 2005, by and among the
Company, the Collateral Agent, Sypris Technologies Mexican Holdings, LLC and
Sypris Technologies, Inc.

     

    “Existing Series A Notes” –
Section 1.

     

    “Existing Series B Notes” –
Section 1.

     

    “Existing Series C Notes” –
Section 1.

     

    “Existing Sharing Agreement” –
means the Amended and Restated Collateral Sharing Agreement, dated as of April
6, 2007, by and among the Collateral Agent, the Lenders and the holders of the
Notes.


    
      
         


      

      
        10

        
          

        

      

      
         


      

    


    “Fourth Amendment Documents” –
Section 3.6(a).

     

    “Initial Projections” – Section
3.2.

     

    “Note Purchase Agreement” –
Section 1.

     

    “Notes” – Section
1.

     

    “Obligors” – Section
3.6(a).

     

    “Permitted Liens” – Section
3.7(a).

     

    “Specified Defaults” — Section
3.4.

     

    
      	
              7.

            	
              EXPENSES.

            


    

     

    The Company hereby agrees to pay, as
and when billed, all reasonable costs and expenses of the Current Noteholders,
including, without limitation, the fees and expenses of Bingham, and also
including any other reasonable out-of-pocket expenses of the Current Noteholders
incurred in connection with this Agreement and the Financing Documents and in
otherwise assessing, analyzing, evaluating, protecting, asserting, defending or
enforcing any rights or remedies which are or may be available to the Current
Noteholders under the Financing Documents.  This provision shall be
supplementary to, and shall not in any way be deemed to limit, the terms of any
engagement letter between the Company and Bingham or any agreement of the
Company or any Subsidiary to pay the fees and expenses of the Current
Noteholders in any other Financing Document.

     

    
      	
              8.

            	
              RELEASE.

            


    

     

    In order to induce the Current
Noteholders to enter into this Agreement, the Obligors acknowledge and agree
that: (a) neither the Company nor any of its Subsidiaries has any claim or cause
of action against any of the Current Noteholders (or any of their respective
directors, trustees, officers, employees, attorneys, advisors or agents)
relating to or arising out of the Existing Note Agreement, the Existing Notes,
the Subsidiary Guaranty, the Existing Pledge Agreement, the Existing Sharing
Agreement or any agreement entered into in connection therewith (collectively,
the “Existing Financing
Documents”); (b) neither the Company nor any of its Subsidiaries has any
offset right, counterclaim or defense of any kind against any of their
respective obligations, indebtedness or liabilities to any of the Current
Noteholders; and (c) each of the Current Noteholders and the Collateral Agent
has heretofore properly performed and satisfied in a timely manner all of its
obligations to the Company and its Subsidiaries under the Existing Financing
Documents. The Obligors wish to eliminate any possibility that any past
conditions, acts, omissions, events, circumstances or matters would impair or
otherwise adversely affect any of the Current Noteholders’ or the Collateral
Agent’s rights, interests, contracts, or remedies under the Existing Financing
Documents, whether known or unknown, as applicable. Therefore, each of the
Obligors (in the case of the Subsidiary Guarantors, pursuant to the
acknowledgement and agreement on the signature pages hereto) unconditionally
releases, waives and forever discharges (x) any and all liabilities,
obligations, duties, promises or indebtedness of any kind of the Current
Noteholders and the Collateral Agent to the Company or any of its Subsidiaries,
except the obligations to be performed by any of them on or after the date
hereof as expressly stated in the Financing Documents, as such obligations may
be modified pursuant to the terms of this Agreement, and (y) all claims,
offsets, causes of action, suits or defenses of any kind whatsoever (if any),
whether arising at law or in equity, whether known or unknown, which the Company
or its Subsidiaries might otherwise have against any Current Noteholder, the
Collateral Agent or any of their respective directors, trustees, officers,
employees or agents, in either case (x) or (y), whether known or unknown, on
account of any past or presently existing condition, act, omission, event,
contract, liability, obligation, indebtedness, claim, cause of action, defense,
circumstance or matter of any kind.  Neither the Collateral Agent nor
any Current Noteholder shall be liable with respect to, and the Company and each
Subsidiary Guarantor hereby waives, releases and agrees not to sue for, any
special, indirect or consequential damages relating to this Agreement or any
other Financing Document or arising out of its activities in connection herewith
or therewith (whether before, on or after the date hereof).


    
      
         


      

      
        11

        
          

        

      

      
         


      

    


    
      	
              9.

            	
              MISCELLANEOUS.

            


    

     

    
      	
               
      

            	
              9.1.

            	
              Part
      of Note Purchase Agreement, Future References,
  etc.

            


    

     

    This Agreement shall be construed in
connection with and as a part of the Existing Note Agreement and, except as
expressly amended by this Agreement, all terms, conditions and covenants
contained in the Existing Note Agreement, the Existing Notes and the other
Existing Financing Documents are hereby ratified and shall be and remain in full
force and effect.  Any and all notices, requests, certificates and
other instruments executed and delivered after the execution and delivery of
this Agreement may refer to the Note Purchase Agreement without making specific
reference to this Agreement, but nevertheless all such references shall include
this Agreement unless the context otherwise requires.

     

    
      	
               
      

            	
              9.2.

            	
              Governing
      Law.

            


    

     

    THIS AGREEMENT SHALL BE GOVERNED BY,
AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAW OF THE STATE OF ILLINOIS,
UNITED STATES OF AMERICA, EXCLUDING CHOICE-OF-LAW PRINCIPLES OF THE LAW OF SUCH
STATE THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF A JURISDICTION OTHER
THAN SUCH STATE.

     

    
      	
               
      

            	
              9.3.

            	
              Duplicate
      Originals, Execution in
Counterpart.

            


    

     

    Two (2) or more duplicate originals
hereof may be signed by the parties, each of which shall be an original but all
of which together shall constitute one and the same instrument.  This
Agreement may be executed in one or more counterparts and shall become effective
at the time provided in Section 5 hereof, and each set of counterparts that,
collectively, show execution by the Company and each Current Noteholder shall
constitute one duplicate original.

     

    
      	
               
      

            	
              9.4.

            	
              Binding
      Effect.

            


    

     

    This Agreement shall be binding upon
and shall inure to the benefit of the Company and the Current Noteholders and
their respective successors and assigns.


    
      
         


      

      
        12

        
          

        

      

      
         


      

    


    If this
Agreement is satisfactory to each of you, please so indicate by signing the
applicable acceptance on a counterpart hereof and returning such counterpart to
the Company, whereupon this Agreement shall become binding among the Company,
the Subsidiary Guarantors and each of you in accordance with its
terms.

    


    
      	 
      	
              Very
      truly yours,

            
	 
      	 
      
	 
      	
              SYPRIS
      SOLUTIONS, INC.

            
	 
      	 
      
	 
      	
              By:

            	
              /s/ Jeffrey T. Gill

            	 
      
	 
      	
              Name:
      Jeffrey T. Gill

            
	 
      	
              Title:
      President & CEO

            


    

    
       

      [Signature
Page to Fourth Amendment to Note Purchase Agreement]

       

    

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    THE
GUARDIAN LIFE INSURANCE

    COMPANY
OF AMERICA

    


    


    
      	
              By:

            	
              /s/ Ellen I. Whittaker

            	 
      
	
              Name: Ellen I. Whittaker

            
	
              Title: Senior Director, Private Placements

            


    

     

    [Signature
Page to Fourth Amendment to Note Purchase Agreement]

     

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    CONNECTICUT
GENERAL LIFE INSURANCE

    COMPANY

    
      By:  CIGNA
Investments, Inc. (authorized agent)

    

    


    
      
        	
                By:

              	
                /s/ David M. Cass

              	 
      
	
                Name: David M. Cass

              
	
                Title: Managing Director

              


      

    

    


    LIFE
INSURANCE COMPANY OF NORTH

    AMERICA

    
      By:  CIGNA
Investments, Inc. (authorized agent)

    

    


    
      
        	
                By:

              	
                /s/ David M. Cass

              	 
      
	
                Name: David M. Cass

              
	
                Title: Managing Director

              


      

    

     

    [Signature Page to Fourth Amendment to Note
Purchase Agreement]


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    THE
LINCOLN NATIONAL LIFE INSURANCE COMPANY

    (Successor
by merger to JEFFERSON

    PILOT
FINANCIAL INSURANCE

    COMPANY)

     

    
      
        	
                By:

              	
                Delaware
      Investment Advisers, a Series of Delaware

              
	 
      	
                Management
      Business Trust, Attorney-in-Fact

              
	 
      	 
      
	 
      	
                By:

              	
                /s/ Edward J. Brennan

              	 
      
	 
      	
                Name:
      Edward J. Brennan

              
	 
      	
                Title:
      Vice President

              


      

      


      THE
LINCOLN NATIONAL LIFE INSURANCE COMPANY

      (Successor
by merger to JEFFERSON-PILOT LIFE

      INSURANCE
COMPANY)

      


      
        	
                By:

              	
                Delaware
      Investment Advisers, a Series of Delaware

              
	 
      	
                Management
      Business Trust, Attorney-in-Fact

              
	 
      	 
      
	 
      	
                By:

              	
                /s/ Edward J. Brennan

              	 
      
	 
      	
                Name:
      Edward J. Brennan

              
	 
      	
                Title:
      Vice President

              


      

       

      LINCOLN
LIFE & ANNUITY COMPANY OF NEW YORK

      (Successor
by merger to JEFFERSON PILOT LIFEAMERICA

      INSURANCE
COMPANY)

      


      
        	
                By:

              	
                Delaware
      Investment Advisers, a Series of Delaware

              
	 
      	
                Management
      Business Trust, Attorney-in-Fact

              
	 
      	 
      
	 
      	
                By:

              	
                /s/ Edward J. Brennan

              	 
      
	 
      	
                Name:
      Edward J. Brennan

              
	 
      	
                Title:
      Vice President

              


      

       

      [Signature
Page to Fourth Amendment to Note Purchase Agreement]


      
        
          
             


          

          
            
            

            
              

            

          

          
             


          

        

      

    

     

    The
undersigned Subsidiary Guarantors hereby acknowledge and reaffirm all of their
obligations under the Subsidiary Guaranty and further acknowledge and agree to
the terms and provisions contained herein, agree to be bound by the terms of
Section 8 hereof and consent to the Company’s execution hereof:

    


    
      
        
          
            
              
                
                  	
                          SYPRIS TEST & MEASUREMENT, INC.

                        
	 
      	 
      
	
                          By:

                        	
                          /s/ Jeffrey T. Gill

                        	 
      	 
      
	
                          Name: Jeffrey T. Gill

                        	 
      
	
                          Title: Chairman of the Board

                        	 
      
	 
      	 
      
	
                          SYPRIS TECHNOLOGIES, INC.

                        	 
      
	 
      	 
      
	
                          By:

                        	
                          /s/ Jeffrey T. Gill

                        	 
      	 
      
	
                          Name: Jeffrey T. Gill

                        	 
      
	
                          Title: Chairman of the Board

                        	 
      
	 
      	 
      
	
                          SYPRIS ELECTRONICS, LLC

                        	 
      
	 
      	 
      
	
                          By:

                        	
                          /s/ Jeffrey T. Gill

                        	 
      	 
      
	
                          Name: Jeffrey T. Gill

                        	 
      
	
                          Title: Chairman of the Board

                        	 
      
	 
      	 
      
	
                          SYPRIS DATA SYSTEMS, INC.

                        	 
      
	 
      	 
      
	
                          By:

                        	
                          /s/ Jeffrey T. Gill

                        	 
      	 
      
	
                          Name: Jeffrey T. Gill

                        	 
      
	
                          Title: Chairman of the Board

                        	 
      
	 
      	 
      
	
                          SYPRIS TECHNOLOGIES MARION, LLC

                        	 
      
	 
      	 
      
	
                          By:

                        	
                          /s/ Jeffrey T. Gill

                        	 
      	 
      
	
                          Name: Jeffrey T. Gill

                        	 
      
	
                          Title: Chairman of the Board

                        	 
      
	 
      	 
      
	
                          SYPRIS TECHNOLOGIES KENTON, INC.

                        	 
      
	 
      	 
      
	
                          By:

                        	
                          /s/ Jeffrey T. Gill

                        	 
      	 
      
	
                          Name: Jeffrey T. Gill

                        	 
      
	
                          Title: Chairman of the Board

                        	 
      


                

              

            

          

        

      

    

     

    [Signature
Page to Fourth Amendment to Note Purchase Agreement]


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    
      
        	
                SYPRIS TECHNOLOGIES MEXICAN HOLDINGS, LLC

              	 
      
	 
      	 
      
	
                By:

              	
                /s/ Jeffrey T. Gill

              	 
      	 
      
	
                Name: Jeffrey T. Gill

              	 
      
	
                Title: Chairman of the Board

              	 
      


      

    

    


    [Signature
Page to Fourth Amendment to Note Purchase Agreement]


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    ANNEX
1

    


    CURRENT
NOTEHOLDERS AND PRINCIPAL AMOUNTS


    


    
      
        
          	 
      	 	
                  Principal Amount

                	 
	
                  Holder

                	 	
                  Series A

                	 	 	
                  Series B

                	 	 	
                  Series C

                	 
	
                  The
      Guardian Life Insurance Company of America

                	 	 	 	 	 	 	 	$	10,909,090	 
	
                  Connecticut
      General Life Insurance Company

                	 	 	 	 	$	6,545,456	 	 	 	 	 
	
                  Life
      Insurance Company of North America 

                	 	 	 	 	 	4,363,636	 	 	 	 	 
	
                  The
      Lincoln National Life Insurance Company,
      successor by merger to Jefferson-Pilot
      Financial Insurance Company 

                	 	$	3,272,727	 	 	 	 	 	 	 	 	 
	
                  The
      Lincoln National Life Insurance Company,
      successor by merger to Jefferson-Pilot
      Life Insurance Company

                	 	 	 	 	 	 	2,727,273	 	 	 	 	 
	
                  Lincoln
      Life & Annuity Company of New York,
      successor by merger to Jefferson Pilot
      LifeAmerica Insurance Company

                	 	 	818,182	 	 	 	1,363,636	 	 	 	 	 


        

      

    

     

    
      
         


      

      
        Annex
1

        
          

        

      

      
         


      

    


    SCHEDULE
3.4

    


    SPECIFIED
DEFAULTS

    


    The
Company has failed to observe or perform Section 10.1(a) of the Existing Note
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 “Consolidated
Net Debt to EBITDA Ratio Failure”).

    


    The
Company has failed to observe or perform Section 10.1(b) of the Existing Note
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”).

    


    The
Company has failed to observe or perform Section 10.2 of the Existing Note
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 Adjusted
Consolidated Net Worth Failure”).

    


    A breach
of any representations and warranties which may have been included in any
certificate or instrument delivered by the Company related to the Fixed Charge
Coverage Failure, the Adjusted Funded Debt to EBITDA Ratio Failure and the
Minimum Net Worth Failure (the “Representations and Warranties
Failures”) provided the Company and the Current Noteholders represent
that to the best knowledge of each of them respectively no such representation
or warranty has been made.

    


    A failure
to satisfy within the time required certain of the post closing obligations of
Section 10.16 of the Existing Note Agreement (the “Condition Subsequent
Failures”).

    


    A failure
to provide within the time required certain informational reports delivered by
the Company prior to the date hereof under the terms of the Existing Note
Agreement (the “Reporting
Failures”).

    


    Any
failure to timely notify each holder of Notes that is an Institutional Investor,
or any other Person, of the Company’s knowledge of the Consolidated Net Debt to
EBITDA Ratio Failure, the Fixed Charge Coverage Failure and the Minimum Adjusted
Consolidated Net Worth Failure as required by the Note Purchase Agreement (the
“Notice Failures”).

    


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


    
      
         


      

      
        Schedule
3.4

        
          

        

      

      
         


      

    


    EXHIBIT
A

    


    [FORM
OF SERIES A SENIOR NOTE]

     

    SYPRIS
SOLUTIONS, INC.

     

    12.00%
Senior Note, Series A

    Due
January 15, 2010

    


    
      	
              No.
      AR-[___]

            	
              [Date]

            
	
              $[________]

            	
              PPN:
      871655 C*5

            


    

     

    FOR VALUE RECEIVED, the
undersigned, SYPRIS SOLUTIONS,
INC. (herein called the “Company”), a corporation organized and existing
under the laws of the State of Delaware, promises to pay to [___________], or registered
assigns, the principal sum of [________________] Dollars
($[_________]) on January 15, 2010, with interest (computed on the basis
of a 360-day year of twelve 30-day months) (a) on the unpaid balance thereof at
the rate of (i) 4.73% per annum at all times prior to, but not including, April
6, 2007, (ii) 7.25% per annum at all times on or after April 6, 2007 to, but not
including, April 1, 2009, and (iii) 12.00% per annum at all times on or after
April 1, 2009 (in each case subject to clause (b) below), payable monthly, on
the last day of each calendar month in each calendar year, commencing with the
first calendar month end next succeeding the date hereof, until the principal
hereof shall have become due and payable, and (b) to the extent permitted by
law, on any overdue payment of interest and, during the continuance of an Event
of Default, on such unpaid balance and on any overdue payment of any Make-Whole
Amount (as defined in the Note Purchase Agreement referred to below), payable
monthly as aforesaid (or, at the option of the registered holder hereof, on
demand), at a rate per annum from time to time equal to 14.00%.

     

    Payments
of principal of, interest on and any Make-Whole Amount with respect to this Note
are to be made in lawful money of the United States of America at the principal
office of J.P. Morgan Chase Bank, NA (or its successor) in Chicago, Illinois or
at such other place as the Company shall have designated by written notice to
the holder of this Note as provided in the Note Purchase Agreement referred to
below.

     

    This Note
is one of a series of Senior Notes (herein called the “Notes”) issued pursuant
to a Note Purchase Agreement dated as of June 1, 2004 (as from time to time
amended, the “Note Purchase Agreement”), between the Company and the respective
Purchasers named therein and is entitled to the benefits
thereof.  Each holder of this Note will be deemed, by its acceptance
hereof, (i) to have agreed to the confidentiality provisions set forth in
Section 20 of the Note Purchase Agreement and (ii) to have made the
representations and agreements set forth in Section 6 of the Note Purchase
Agreement.

     

    This Note
is a registered Note and, as provided in the Note Purchase Agreement, upon
surrender of this Note for registration of transfer, duly endorsed, or
accompanied by a written instrument of transfer duly executed, by the registered
holder hereof or such holder’s attorney duly authorized in writing, a new Note
for a like principal amount will be issued to, and registered in the name of,
the transferee.  Prior to due presentment for registration of
transfer, the Company may treat the person in whose name this Note is registered
as the owner hereof for the purpose of receiving payment and for all other
purposes, and the Company will not be affected by any notice to the
contrary.


    
      
         


      

      
        Exhibit
A-1

        
          

        

      

      
         


      

    


    This Note
is subject to optional prepayment, in whole or from time to time in part, and is
subject to mandatory prepayment of principal and other amounts due under the
Note Purchase Agreement, in each case at the times and on the terms specified in
the Note Purchase Agreement but not otherwise.

     

    If an
Event of Default, as defined in the Note Purchase Agreement, occurs and is
continuing, the principal of this Note may be declared or otherwise become due
and payable in the manner, at the price (including any applicable Make-Whole
Amount) and with the effect provided in the Note Purchase
Agreement.

     

    Payment
of the principal of, and interest and Make-Whole Amount, if any, on this Note,
and all other amounts due under the Note Purchase Agreement, is guaranteed
pursuant to the terms of a Subsidiary Guaranty dated as of June 1, 2004 of
certain Subsidiaries of the Company, as amended or supplemented from time to
time.

     

    This Note
shall be construed and enforced in accordance with, and the rights of the
parties shall be governed by, the law of the State of Illinois excluding
choice-of-law principles of the law of such State that would require the
application of the laws of a jurisdiction other than such State.

     

    
      
        	 
      	
                SYPRIS
      SOLUTIONS, INC.

              
	 
      	 
      
	 
      	
                By:

              	 
      
	 
      	
                Name:

              
	 
      	
                Title:

              
	 
      	 
      


      

    

     

    
      
         


      

      
        Exhibit
A-2

        
          

        

      

      
         


      

    


    EXHIBIT
B

    


    [FORM
OF SERIES B SENIOR NOTE]

     

    SYPRIS
SOLUTIONS, INC.

     

    10.20%
Senior Note, Series B

    Due
January 15, 2010

    


    
      	
              No.
      BR-[___]

            	
              [Date]

            
	
              $[________]

            	
              PPN:
      871655 C@3

            


    

     

    FOR VALUE RECEIVED, the
undersigned, SYPRIS SOLUTIONS,
INC. (herein called the “Company”), a corporation organized and existing
under the laws of the State of Delaware, promises to pay to [___________], or registered
assigns, the principal sum of ________________] Dollars
($[_______]) on January 15, 2010, with interest (computed on the basis of
a 360-day year of twelve 30 day months) (a) on the unpaid balance thereof at the
rate of (i) 5.35% per annum at all times prior to, but not including, April 6,
2007, (ii) 7.45% per annum at all times on or after April 6, 2007 to, but not
including, April 1, 2009, and (iii) 10.20% per annum at all times on or after
April 1, 2009 (in each case subject to clause (b) below), payable monthly, on
the last day of each calendar month in each calendar year, commencing with the
first calendar month end next succeeding the date hereof, until the principal
hereof shall have become due and payable, and (b) to the extent permitted by
law, on any overdue payment of interest and, during the continuance of an Event
of Default, on such unpaid balance and on any overdue payment of any Make-Whole
Amount (as defined in the Note Purchase Agreement referred to below), payable
monthly as aforesaid (or, at the option of the registered holder hereof, on
demand), at a rate per annum from time to time equal to 12.20%.

     

    Payments
of principal of, interest on and any Make-Whole Amount with respect to this Note
are to be made in lawful money of the United States of America at the principal
office of J.P. Morgan Chase Bank, NA (or its successor) in Chicago, Illinois or
at such other place as the Company shall have designated by written notice to
the holder of this Note as provided in the Note Purchase Agreement referred to
below.

     

    This Note
is one of a series of Senior Notes (herein called the “Notes”) issued pursuant
to a Note Purchase Agreement dated as of June 1, 2004 (as from time to time
amended, the “Note Purchase Agreement”), between the Company and the respective
Purchasers named therein and is entitled to the benefits
thereof.  Each holder of this Note will be deemed, by its acceptance
hereof, (i) to have agreed to the confidentiality provisions set forth in
Section 20 of the Note Purchase Agreement and (ii) to have made the
representations and agreements set forth in Section 6 of the Note Purchase
Agreement.

     

    This Note
is a registered Note and, as provided in the Note Purchase Agreement, upon
surrender of this Note for registration of transfer, duly endorsed, or
accompanied by a written instrument of transfer duly executed, by the registered
holder hereof or such holder’s attorney duly authorized in writing, a new Note
for a like principal amount will be issued to, and registered in the name of,
the transferee.  Prior to due presentment for registration of
transfer, the Company may treat the person in whose name this Note is registered
as the owner hereof for the purpose of receiving payment and for all other
purposes, and the Company will not be affected by any notice to the
contrary.


    
      
         


      

      
        Exhibit
B-1

        
          

        

      

      
         


      

    


    This Note
is subject to optional prepayment, in whole or from time to time in part, and is
subject to mandatory prepayment of principal and other amounts due under the
Note Purchase Agreement, in each case at the times and on the terms specified in
the Note Purchase Agreement but not otherwise.

     

    If an
Event of Default, as defined in the Note Purchase Agreement, occurs and is
continuing, the principal of this Note may be declared or otherwise become due
and payable in the manner, at the price (including any applicable Make-Whole
Amount) and with the effect provided in the Note Purchase
Agreement.

     

    Payment
of the principal of, and interest and Make-Whole Amount, if any, on this Note,
and all other amounts due under the Note Purchase Agreement, is guaranteed
pursuant to the terms of a Subsidiary Guaranty dated as of June 1, 2004 of
certain Subsidiaries of the Company, as amended or supplemented from time to
time.

     

    This Note
shall be construed and enforced in accordance with, and the rights of the
parties shall be governed by, the law of the State of Illinois excluding
choice-of-law principles of the law of such State that would require the
application of the laws of a jurisdiction other than such State.

     

    
      
        	 
      	
                SYPRIS
      SOLUTIONS, INC.

              
	 
      	 
      
	 
      	
                By:

              	 
      
	 
      	
                Name:

              
	 
      	
                Title:

              


      

    

     

    
      
         


      

      
        Exhibit
B-2

        
          

        

      

      
         


      

    


    EXHIBIT
C

    


    [FORM
OF SERIES C SENIOR NOTE]

     

    SYPRIS
SOLUTIONS, INC.

     

    10.30%
Senior Note, Series C

    Due
January 15, 2010

    


    
      	
              No.
      CR-[___]

            	
              [Date]

            
	
              $[________]

            	
              PPN:
      871655 C#1

            


    

     

    FOR VALUE RECEIVED, the
undersigned, SYPRIS SOLUTIONS,
INC. (herein called the “Company”), a corporation organized and existing
under the laws of the State of Delaware, promises to pay to [___________], or registered
assigns, the principal sum of [________________] Dollars
($[________]) on January 15, 2010, with interest (computed on the basis
of a 360-day year of twelve 30-day months) (a) on the unpaid balance thereof at
the rate of (i) 5.78% per annum at all times prior to, but not including, April
6, 2007 and (ii) 7.55% per annum at all times on or after April 6, 2007 to, but
not including, April 1, 2009, and (iii) 10.30% per annum at all times on or
after April 1, 2009  (in each case subject to clause (b) below),
payable monthly, on the last day of each calendar month in each calendar year,
commencing with the first calendar month end next succeeding the date hereof
until the principal hereof shall have become due and payable, and (b) to the
extent permitted by law, on any overdue payment of interest and, during the
continuance of an Event of Default, on such unpaid balance and on any overdue
payment of any Make-Whole Amount (as defined in the Note Purchase Agreement
referred to below), payable monthly as aforesaid (or, at the option of the
registered holder hereof, on demand), at a rate per annum from time to time
equal to 12.30%.

     

    Payments
of principal of, interest on and any Make-Whole Amount with respect to this Note
are to be made in lawful money of the United States of America at the principal
office of J.P. Morgan Chase Bank, NA (or its successor) in Chicago, Illinois or
at such other place as the Company shall have designated by written notice to
the holder of this Note as provided in the Note Purchase Agreement referred to
below.

     

    This Note
is one of a series of Senior Notes (herein called the “Notes”) issued pursuant
to a Note Purchase Agreement dated as of June 1, 2004 (as from time to time
amended, the “Note Purchase Agreement”), between the Company and the respective
Purchasers named therein and is entitled to the benefits
thereof.  Each holder of this Note will be deemed, by its acceptance
hereof, (i) to have agreed to the confidentiality provisions set forth in
Section 20 of the Note Purchase Agreement and (ii) to have made the
representations and agreements set forth in Section 6 of the Note Purchase
Agreement.

     

    This Note
is a registered Note and, as provided in the Note Purchase Agreement, upon
surrender of this Note for registration of transfer, duly endorsed, or
accompanied by a written instrument of transfer duly executed, by the registered
holder hereof or such holder’s attorney duly authorized in writing, a new Note
for a like principal amount will be issued to, and registered in the name of,
the transferee.  Prior to due presentment for registration of
transfer, the Company may treat the person in whose name this Note is registered
as the owner hereof for the purpose of receiving payment and for all other
purposes, and the Company will not be affected by any notice to the
contrary.


    
      
         


      

      
        Exhibit
C-1

        
          

        

      

      
         


      

    


    This Note
is subject to optional prepayment, in whole or from time to time in part, and is
subject to mandatory prepayment of principal and other amounts due under the
Note Purchase Agreement, in each case at the times and on the terms specified in
the Note Purchase Agreement but not otherwise.

     

    If an
Event of Default, as defined in the Note Purchase Agreement, occurs and is
continuing, the principal of this Note may be declared or otherwise become due
and payable in the manner, at the price (including any applicable Make-Whole
Amount) and with the effect provided in the Note Purchase
Agreement:

     

    Payment
of the principal of, and interest and Make-Whole Amount, if any, on this Note,
and all other amounts due under the Note Purchase Agreement, is guaranteed
pursuant to the terms of a Subsidiary Guaranty dated as of June 1, 2004 of
certain Subsidiaries of the Company, as amended or supplemented from time to
time.

     

    This Note
shall be construed and enforced in accordance with, and the rights of the
parties shall be governed by, the law of the State of Illinois excluding
choice-of-law principles of the law of such State that would require the
application of the laws of a jurisdiction other than such State.

     

    
      
        	 
      	
                SYPRIS
      SOLUTIONS, INC.

              
	 
      	 
      
	 
      	
                By:

              	 
      
	 
      	
                Name:

              
	 
      	
                Title:

              


      

    

     

    
      
         


      

      
        Exhibit
C-2

        
          

        

      

      
         


      

    


    EXHIBIT
D

    


    AMENDMENTS
TO EXISTING NOTE AGREEMENT

    


    
      	
              1.

            	
              Section
      7.1(h) of the Existing Note Agreement is hereby amended to delete the word
      “and” appearing after the semi-colon at the end of such
      section.

            


    

     

    
      	
              2.

            	
              New
      Sections 7.1(i) and (j) are hereby added to Section 7.1 of the Existing
      Note Agreement in their proper numeric order immediately following
      existing Section 7.1(h) to read in their entireties as
      follows:

            


    

     

    “(i)           13 Week Cash Flow
Forecast.  No later than the last calendar day of each week:
(i) a weekly cash flow forecast for each of the next 13 weeks and (ii) a
comparison of the actual weekly cash flow results against the Company’s forecast
for the preceding week and each prior week which forecast is consistent with the
forecasts as set forth in the Company’s 2009 Monthly Business Plan most recently
presented to, and validated by, the Company’s Financial Advisor (the “2009 Monthly Business Plan”);
and

     

    (j)           Information
Undertakings.  As soon as practicable, but in no event more
than 3 Business Days after receipt or delivery, as applicable, by the Company,
the following: (i) except if otherwise provided by the terms hereof, each
financial statement, report or similar document provided to any Lender
(excluding information to be sent to the Lenders in the ordinary course of the
administration of a banking facility, such as information related to pricing or
borrowing availability), (ii) *****************
********************* ************OMITTED***********, (iii) any final
mutually agreed upon term sheets provided by the Company to, or received by the
Company from, any Person who is arranging or providing refinancing of the Debt
under the Note Purchase Agreement or the Credit Agreement, (iv) **********************
*******************************OMITTED******
**************************************************************, and (v)
monthly updates of its 2009 Monthly Business Plan.”

     

    
      	
              3.

            	
              A
      new Section 7.4 is added to the Existing Note Purchase
      Agreement.  Such Section 7.4 shall read in full as
      follows:

            


    

     

    “7.4    
Bi-Weekly Telephone
Updates.

     

    Every
other Monday, beginning on April 6, 2009, one or more Responsible Officers will
participate in a conference call with each holder of Notes to provide them with
a detailed update concerning the business operations and most recent financial
results of the Company (each, a “Periodic Conference
Call”).  The Company will provide each holder of Notes with
sufficient time during each Periodic Conference Call to have its questions
answered.  Each Periodic Conference Call will be held at 10:00 a.m.
(prevailing New York City time) unless the Company and each holder of Notes
agree otherwise.”


    
      
         


      

      
        Exhibit
D-1

        
          

        

      

      
         


      

    

    


    
      	
              4.

            	
              Section
      8.1 of the Existing Note Agreement is hereby amended and restated as
      follows:

            


    

     

    “8.1.    *****OMITTED****

     

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

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


    


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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

    
      
         


      

      
        Exhibit
D-2

        
          

        

      

      
         


      

    


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

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

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

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

     

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

                	
                  ***

                	
                  ****

                	
                  ****

                	
                  ******

                	
                  ***

                	
                  ***

                	
                  ***

                	
                  ***

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

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

                	
                  *****

                	
                  *****

                	
                  *****

                	
                  *****

                	
                  *****

                	
                  *****

                	
                  ***

                	
                  ***

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

                	
                  *****

                	
                  *****

                	
                  *****

                	
                  *****

                	
                  *****

                	
                  *****

                	
                  *****

                	
                  ***

                


        

      

    

     

    (c)           ****************************************************************************

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

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

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

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

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

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

    


    (d)           ****************************************************************************

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

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

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

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

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

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

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

    


    
      	
              5.

            	
              Section
      8.2 of the Existing Note Agreement is hereby amended and restated as
      follows:

            


    

     

    “8.2.       Optional
Prepayments.

     

    The
Company may, at its option, upon notice as provided below, prepay at any time
all, or from time to time any part of, the Notes (without regard to series) in
an amount not less than $500,000 in the aggregate in the case of a partial
prepayment, at 100% of the principal amount so prepaid, together with interest
accrued to the date of prepayment.  The Company will give each holder
of Notes to be prepaid written notice of each optional prepayment under this
Section 8.2 not less than 30 days and not more than 60 days prior to the date
fixed for such prepayment.  Each such notice shall specify such date,
the aggregate principal amount of the Notes to be prepaid on such date, the
principal amount of each Note held by such holder to be prepaid (determined in
accordance with Section 8.4), and the interest to be paid on the prepayment date
with respect to such principal amount being prepaid.”


    
      
         


      

      
        Exhibit
D-3

        
          

        

      

      
         


      

    


    
      	
              6.

            	
              Section
      8.4 of the Existing Note Agreement is hereby amended and restated as
      follows:

            


    

     

    “8.4        Allocation of Partial
Prepayments.

     

    In the case of each partial prepayment
of the Notes, the principal amount of the Notes to be prepaid shall be allocated
among all of the Notes (without regard to series) at the time outstanding in
proportion, as nearly as practicable, to the respective unpaid principal amounts
thereof not theretofore called for prepayment.”

     

    
      	
              7.

            	
              Section
      8.5 of the Existing Note Agreement is hereby amended and restated as
      follows:

            


    

     

    “8.5        Maturity; Surrender,
etc.

     

    Without
limiting and subject to the obligation of the Company to pay the applicable
Make-Whole Amount to the holders of the Notes pursuant to Section 12.1, in the
case of each prepayment of Notes pursuant to this Section 8, the principal
amount of each Note to be prepaid shall mature and become due and payable on the
date fixed for such prepayment, together with interest on such principal amount
accrued to such date.  From and after such date, unless the Company
shall fail to pay such principal amount when so due and payable, together with
the interest as aforesaid, interest on such principal amount shall cease to
accrue.  Any Note paid or prepaid in full shall be surrendered to the
Company and canceled and shall not be reissued, and no Note shall be issued in
lieu of any prepaid principal amount of any Note.”

     

    
      	
              8.

            	
              Section
      8.7 of the Existing Note Agreement is hereby amended by deleting the
      phrase “to be prepaid pursuant to Section 8.1(b) or Section 8.2” in the
      definitions of “Called Principal” and “Settlement Date” therein and
      replacing it with the phrase “is paid after January 15, 2010 as provided
      in Section 9.9”, and by amending and restating the definition of
      “Remaining Scheduled Payments” set forth therein to read in its entirety
      as follows:

            


    

     

    ““Remaining Scheduled Payments”
means, means, with respect to the Called Principal of any Note, all payments of
such Called Principal (determined as if the maturity date with respect to (i)
the Series B Notes were June 30, 2011 and (ii) the Series C Notes were June 30,
2014) and interest thereon (determined as though the per annum rates in effect
with respect to the Notes were the rates in effect immediately prior to the
effectiveness of the Third Amendment) that would be due after the Settlement
Date with respect to such Called Principal if no payment of such Called
Principal were made prior to its scheduled due date, provided that if such
Settlement Date is not a date on which interest payments are due to be made
under the terms of the Notes, then the amount of the next succeeding scheduled
interest payment will be reduced by the amount of interest accrued (at the per
annum rates noted above) to such Settlement Date and required to be paid on such
Settlement Date pursuant to Section 9.9 or Section 12.1.”

     

    
      	
              9.

            	
              New
      Sections 9.8, 9.9 and 9.10 are hereby added to the Existing Note Agreement
      immediately following Section 9.7 thereof to read in their entirety as
      follows:

            


    

     

    “9.8        ***********OMITTED**********


    
      
         


      

      
        Exhibit
D-4

        
          

        

      

      
         


      

    

     

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

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

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

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

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

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

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

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

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

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

     

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

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

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

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

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

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

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

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

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

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

     

    9.9         Success
Fee.

    


    On the date (the “Payoff Date”) upon which the
Debt evidenced by all of the Notes is paid in full (the “Payoff”), the Company shall
pay to each holder of the Notes an amount equal to the product of (a) the
Applicable Percentage corresponding to the time period in which the Payoff Date
shall occur and (b) the outstanding principal amount of the Notes held by such
holder on the day immediately prior to the Payoff Date (the “Success Fee”).

     

    
      
        	
                Payoff Date Occurring:

              	 	
                Applicable Percentage

              	 
	
                On
      or before July 31, 2009

              	 	 	0.00	%
	
                August
      1, 2009 to August 31, 2009

              	 	 	0.25	%
	
                September
      1, 2009 to September 30, 2009

              	 	 	0.50	%
	
                October
      1, 2009 to October  31, 2009

              	 	 	1.00	%
	
                November
      1, 2009 and thereafter

              	 	 	1.50	%


      

      


      
        
          
             


          

          
            Exhibit
D-5

            
              

            

          

          
             


          

        

      

       

    

    Without
limiting and subject to the obligation of the Company to pay the applicable
Make-Whole Amount to the holders of the Notes pursuant to Section 12.1 and the
last sentence of this Section 9.9, the Company shall pay the following amounts
in addition to the Success Fee to the holders of the Notes on the Payoff Date in
lieu of any Make-Whole Amount which may be payable on or prior to January 15,
2010: (i) to each holder of the Series B Notes, an amount equal to (a) the
product of (x) $375,000 and (y) a fraction, the numerator of which is the
outstanding principal amount of the Series B Notes held by such holder on the
day immediately prior to the Payoff Date and the denominator of which is the
outstanding principal amount of all Series B Notes on such day and (ii) to each
holder of the Series C Notes, an amount equal to (a) the product of (x) $750,000
and (y) a fraction, the numerator of which is the outstanding principal amount
of the Series C Notes held by such holder on the day immediately prior to the
Payoff Date and the denominator of which is the outstanding principal amount of
all Series C Notes on such day.  Notwithstanding the foregoing, it is
agreed and understood that any and all payments on any Note made after January
15, 2010 shall be made together with accrued and unpaid interest and Make-Whole
Amount determined for the date of payment with respect to the principal amount
paid.

    


    9.10       ***********OMITTED***************

    


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

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

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

    


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

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

     

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

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

     

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

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

     

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

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

     

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

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

     

     

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

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

     

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

     

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

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


    
      
         


      

      
        Exhibit
D-6

        
          

        

      

      
         


      

    

     

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

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

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

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

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

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

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

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

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

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

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

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

    *********

     

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

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

    **********

     

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

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

     

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

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

     

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

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

     

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

    ***********

     

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

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

     

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

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

     

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

    **

     

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

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


    
      
         


      

      
        Exhibit
D-7

        
          

        

      

      
         


      

    

     

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

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

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

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

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

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

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

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

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

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

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

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

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

     

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

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

    *******

    


    
      	
              10.

            	
              Section
      10.1 is hereby amended and restated in its entirety to read as
      follows:

            


    

     

    “10.1     Cumulative Consolidated EBITDAR;
Capital Expenditures.

    


    (a)         Cumulative Consolidated EBITDAR.  The
Company will not permit the result of (i) Consolidated EBITDA plus, to the extent deducted
in determining such Consolidated EBITDA, 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 Company’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 Company’s statement of operations due to changes in foreign
currency exchange rates, all as determined on a consolidated basis in accordance
with GAAP (for any period such result is referred to, “Cumulative Consolidated
EBITDAR” for such period), 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	 


          

        

      

    


    
      
         


      

      
        Exhibit
D-8

        
          

        

      

      
         


      

    

     

    (b)           Capital
Expenditures.  Other than as set forth in Schedule 10.1(b) to
the Fourth Amendment, the Company and its Subsidiaries shall not incur Capital
Expenditures in an aggregate amount in excess of $2,000,000 during the period
from the Fourth Amendment Effective Date.”

    


    
      	
              11.

            	
              Section
      10.2 is hereby amended and restated in their entirety to read as
      follows:

            


    

     

    “10.2.  Adjusted
Consolidated Net Worth; Liquidity.

     

    (a)           Adjusted Consolidated Net
Worth.  The Company will not permit the sum of Adjusted
Consolidated Net Worth 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 year-to-date
through such fiscal quarter and reflected in such Adjusted Consolidated Net
Worth, to be less than the amount set forth for 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	 


          

        

      

    

    


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

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

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

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

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

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

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

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

    **********************************:


    
      
         


      

      
        Exhibit
D-9

        
          

        

      

      
         


      

    

     

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

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

                      
	
                        *********

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

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

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

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

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

                      
	
                        **OMITTED**

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

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

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

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

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

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

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

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

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

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

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

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

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

                      


              

            

          

        

      

    

     

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

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

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

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

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

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

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

    *********

     

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

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

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

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

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

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

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

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

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

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

    *

     

    
      	
              12.

            	
              Section
      10.3 of the Existing Note Agreement is hereby amended and restated as
      follows:

            


    

    


    “10.3        Indebtedness, Guaranties,
Etc.

    


    The
Company will not, and will not permit any Subsidiary to, directly or indirectly,
create, incur, assume, guarantee, agree to purchase or repurchase or provide
funds in respect of, or otherwise be or become liable with respect to any Debt
other than:

    


    (a)           Permitted
Senior Secured Debt;


    
      
         


      

      
        Exhibit
D-10

        
          

        

      

      
         


      

    

     

    (b)           obligations
to the Lenders or their Affiliates under credit card programs in an aggregate
amount for all such Persons not in excess of One Million Dollars ($1,000,000)
through April 23, 2009 and in excess of five hundred thousand dollars ($500,000)
thereafter;

    


    (c)           Debt,
other than Debt permitted under clauses (a) and (b) of this Section 10.3,
whether secured or unsecured, in an aggregate amount not to exceed two million
five hundred thousand dollars ($2,500,000); and

    


    (d)           Any
Guaranty by the Company or any Subsidiary Guarantor of Debt incurred by the
Company or any Subsidiary Guarantor that is permitted under clauses (a), (b) or
(c) of this Section 10.3.”

    


    
      	
              13.

            	
              Section
      10.4 of the Existing Note Agreement is hereby amended and restated as
      follows:

            


    

    


    
      	
            	
              “10.4

            	
              Liens.

            


    

    


    The
Company will not, and will not permit any Subsidiary to, permit to exist,
create, assume or incur, directly or indirectly, any Lien on its properties or
assets (including, without limitation, any Lien on real property or improvements
thereon), whether now owned or hereafter acquired, except:

    


    (a)           Liens
on property and Capital Leases that are disclosed on Schedule 10.4 to the Fourth
Amendment;

    


    (b)           Liens
in favor of the Collateral Agent for the equal and ratable benefit of the
Lenders and the holders of Notes securing Permitted Senior Secured
Debt;

    


    (c)           Liens
for taxes, assessments or governmental charges not yet due and payable or the
payment of which is not at the time required under Section 9.4;

    


    (d)           Liens
incurred or deposits made in the ordinary course of business in connection with
worker's compensation, unemployment insurance and other types of social security
or to secure the performance of tenders, statutory obligations, surety and
appeal bonds, bids, leases, performance and return of money bonds and other
similar obligations (exclusive of obligations for the payment of borrowed money)
for sums not yet due or being contested in good faith and by appropriate
proceedings promptly initiated and diligently conducted, if such reserve or
other appropriate provision, if any, as shall be required by GAAP shall have
been made therefor;



    
      
         


      

      
        Exhibit
D-11

        
          

        

      

      
         


      

    


    (e)           Liens
incidental to the conduct of business or the ownership of properties and assets
(including landlords’, lessors’, carriers’, operators’, warehousemen’s,
mechanics’, materialmen’s and other similar Liens) incurred in the ordinary
course of business and not in connection with the borrowing of
money;

    


    (f)         
encumbrances in the nature of leases, subleases, zoning restrictions, easements,
rights of way, minor survey exceptions and other rights and restrictions of
record on the use of real property and defects in title arising or incurred in
the ordinary course of business, which, individually and in the aggregate, do
not materially detract from the value of such property or assets subject thereto
or materially impair the use of the property or assets subject thereto by the
Company or such Subsidiary; and

    


    (g)        
Liens resulting from extensions, renewals or replacements of Liens permitted by
paragraph (a), provided that (i) there is no increase in the principal amount or
decrease in maturity of the Debt secured thereby at the time of such extension,
renewal or replacement, (ii) any new Lien attaches only to the same property
theretofore subject to such earlier Lien and (iii) immediately after such
extension, renewal or replacement no Default or Event of Default would
exist.”

    


    
      	
              14.

            	
              Section
      10.5 of the Existing Note Agreement is hereby amended and restated as
      follows:

            


    

     

    “10.5.    Sale of Assets.

     

    The
Company will not, and will not permit any Subsidiary to, sell, lease, transfer
or otherwise dispose of, including by way of merger, any property, including
capital stock of Subsidiaries (collectively a “Disposition”), in one or a
series of transactions, to any Person, other than (a) Dispositions of inventory
and equipment in the ordinary course of business and ***********OMITTED**************************************
******************************************** .”

     

    
      	
              15.

            	
              Section
      10.6 of the Existing Note Agreement is hereby amended and restated as
      follows:

            


    

    


    “10.6     Mergers; Acquisitions;
Liquidations.

     

    The
Company and its Subsidiaries shall not:

     

    (a)           be
a party to any consolidation, reorganization (including without limitation those
types referred to in Section 368 of the United States Internal Revenue Code of
1986, as amended), recapitalization, “stock-swap” or merger; or

     

    (b)           liquidate
or dissolve or take any action with a view toward liquidation or dissolution;
or

     

    (c)           purchase
all or a substantial part of the Capital Stock or property of any Person or
business enterprise.”


    
      
         


      

      
        Exhibit
D-12

        
          

        

      

      
         


      

    


    
      	
              16.

            	
              Section
      10.7 of the Existing Note Agreement is hereby amended and restated as
      follows:

            


    

    


    “10.7  Restricted
Payments.

     

    The
Company will not, and will not permit any of its Subsidiaries to, declare or
make, or incur any liability to declare or make, any Restricted
Payments.”

    


    
      	
              17.

            	
              Section
      10.9 of the Existing Note Agreement is hereby amended and restated as
      follows:

            


    

    


    
      	
               
      

            	
              “10.9

            	
              Limitations on Investments,
      Loans and Advances.

            


    

    


    The
Company shall not, and shall not permit any of its Subsidiaries to, make or
permit to exist any investment in, or make, accrue or permit to exist loans or
advances of money (any such investment, loan or advance an “Investment”), to any Person,
through the direct or indirect lending of money, holding of securities or
otherwise, except for:

    


    (a)           Investments
in the Company or any Subsidiary Guarantor;

     

    (b)           Investments
in Subsidiaries with operations outside the United States that have been made
prior to the Fourth Amendment Effective Date and were permitted to be made and
exist under the terms of the Existing Financing Documents (as defined in the
Fourth Amendment); or

     

    (c)
promissory notes, trade receivables and other similar non-cash consideration
received by the Company and its Subsidiaries in connection with sales of
inventory in the ordinary course of business.”

    


    
      	
              18.

            	
              Section
      10.14 of the Existing Note Agreement is hereby amended and restated as
      follows:

            


    

    


    
      “10.14.  Commitments under
Credit Agreement.

    

     

    (a)   
     The Company will not at any time permit the commitments
of the Lenders under the Credit Agreement to be less than $50,000,000 in the
aggregate; provided that such commitments may be reduced in connection with
Sections 8.1(b), 8.2 and 10.17.

     

    (b)     
  The Company will not any time permit the conditions to borrowing under
the Credit Agreement to be modified (other than to make such conditions less
restrictive on the Company) from the conditions set forth in the Credit
Agreement on the date hereof.”

     

    
      	
              19.

            	
              Section
      10.15 of the Existing Note Agreement is hereby amended and restated as
      follows:

            


    

     

    “10.15.  [Intentionally
Omitted.]”


    
      
         


      

      
        Exhibit
D-13

        
          

        

      

      
         


      

    


    
      	
              20.

            	
              A
      new Section 10.17 is hereby added to the Existing Note Agreement
      immediately following Section 10.16 thereof to read in its entirety as
      follows:

            


    

     

    “Section 10.17  Payment of
Debt.

     

    The Company will not, and will not
permit any of its Subsidiaries to, pay, defease or otherwise satisfy (in whole
or in part) in any manner (whether by set-off, exercise of remedies or
otherwise), the principal amount of any Debt that results in a permanent
reduction of the committed amount of such Debt (other than the Debt referred to
in Section 10.3(b) available to the Company, unless the principal of each Note
of each Series is prepaid concurrently with such principal payment, defeasance
or other satisfaction, such that each holder of Notes receives its pro rata
share of the total amount of Debt then being permanently reduced (calculated
based on the current principal amount of the specific facility being paid,
defeased or otherwise satisfied and the principal amount of all Permitted Senior
Secured Debt being prepaid that results in a permanent reduction of the
Commitments), together with accrued and unpaid interest in accordance with
Section 8.2 of the Existing Note Agreement.”

     

    
      	
              21.

            	
              Schedule
      B of the Existing Note Purchase Agreement is hereby amended as
      follows:

            


    

     

    (a)           New
definitions of “2009 Monthly
Business Plan”, “2009A
Amendment to Loan Documents”, ********OMITTED*************
*********************** ******* ****************** ********
********************** *******************“Cumulative Consolidated
EBITDAR”, “EBITDAR”,*****OMITTED*******************
********* ***************** ******************* *** “Fourth Amendment”, “Fourth Amendment Effective
Date”, *******OMITTED***************************
******************* ****************************** ************
************************************“Payoff”, “Payoff Date”, “Periodic Conference
Call”,***OMITTED************ ********
********************** ********** *************** **************
*****************and “Success Fee” are hereby added
in their proper alphabetical order as follows:

     

    “2009 Monthly Business Plan”
means the Company’s 2009 Monthly Business Plan delivered to the holders of the
Notes and the Lenders in writing on the Fourth Amendment Effective
Date.

     

    “2009A Amendment to Loan
Documents” means that certain 2009A Amendment to Loan Documents, dated as
of the Fourth Amendment Effective Date, among the Company, the Subsidiaries of
the Company named as guarantors therein, JPMorgan Chase Bank, N.A., as
Administrative Agent, and the other lenders party thereto.

     

    “**OMITTED**” is defined in
Section 8.1(b).

     

    “**OMITTED**” is defined in
Section 10.2(b).

     

    “**OMITTED**” is defined in
Section 10.2(b).

     

    “**OMITTED**” is defined in
Section 8.1(b).

     

    “**OMITTED**” is defined in
Section 9.8(a).


    
      
         


      

      
        Exhibit
D-14

        
          

        

      

      
         


      

    

     

    “Cumulative Consolidated
EBITDAR” is defined in Section 10.1(b).

     

    “EBITDAR” is defined in Section
10.1(a).

     

    “**OMITTED**”

     

    “**OMITTED**”” is defined in
Section 9.10(a).

     

    “**OMITTED**” is defined in
Section 9.10(a).

     

    “**OMITTED**” is defined in
Section 9.8(b).

     

    
      	
               
      

            	
              “Fourth Amendment” means the
      Fourth Amendment to Note Purchase Agreement dated as of April 1, 2009 by
      and among the Company and the holders of the Notes, as amended, restated
      or otherwise modified from time to
time.

            


    

     

    “Fourth Amendment Effective
Date” means April 1, 2009.

     

    “**OMITTED**” is defined in
Section 10.2(b).

     

    “**OMITTED**” is defined in
Section 10.2(b).

     

    “**OMITTED**”***********************************************************************

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

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

     

    “**OMITTED**” is defined in
Section 10.2(b).

     

    “**OMITTED**” is defined in
Section 8.1(b).

     

    “**OMITTED**” is defined in
Section 9.8(b).

     

    “Payoff” is defined in Section
9.9.

     

    “Payoff Date” is defined in
Section 9.9.

     

    “Periodic Conference Call” is
defined in Section 7.4.

     

    “**OMITTED**” is defined in
Section 8.1(b).


    
      
         


      

      
        Exhibit
D-15

        
          

        

      

      
         


      

    

     

    “**OMITTED**”

     

    “**OMITTED**”is defined in
Section 9.10(b).

     

    “**OMITTED**” is defined in
Section 9.10(b).

     

    “**OMITTED**” is defined in
Section 8.1(b).

     

    “Success Fee” is defined in
Section 9.9.

     

    (b)           The
definitions of “Credit
Agreement”, “Dana
Payment” and “Permitted
Senior Secured Debt” are hereby amended and restated in full as
follows:

     

    “Credit Agreement” means the
Amended and Restated Loan Agreement, dated as of April 6, 2007, among the
Company, the Subsidiaries of the Company named as guarantors therein, JPMorgan
Chase Bank, N.A., as Administrative Agent, and the other lenders party thereto,
as amended by the 2009A Amendment to Loan Documents, dated as of the Fourth
Amendment Effective Date, among the Company, the Subsidiaries of the Company
named as guarantors therein, JPMorgan Chase Bank, N.A., as Administrative Agent,
and the other lenders party thereto, as such agreement may be hereafter amended,
modified, restated, supplemented, replaced, refinanced, increased or reduced
from time to time, and any successor credit agreement or similar
facility.

     

    “Dana Payment” means any cash
payment received (including by way of setoff) by the Company or any Subsidiary
(or otherwise paid in accordance with the instructions of the Company 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.

     

    “Permitted Senior Secured Debt”
means the aggregate outstanding Principal Exposure (as such term is defined in
the Collateral Sharing Agreement) of all Creditors, together with accrued and
unpaid interest thereon, as of the Fourth Amendment Effective Date.

     

    (c)           The
definition of “Retained Dana Payment” is hereby deleted in its
entirety.


    
      
         


      

      
        Exhibit
D-16

        
          

        

      

      
         


      

    


    EXHIBIT
E

    


    MATTERS
TO BE COVERED BY GENERAL COUNSEL OPINION

    


    


    
      	
               
      

            	
              1.

            	
              Due
      organization, valid existence and good standing of
    Obligors.

            


    

     

    
      	
               
      

            	
              2.

            	
              Due
      authorization, execution and delivery of the Fourth Amendment
      Documents.

            


    

     

    
      	
               
      

            	
              3.

            	
              Execution
      and delivery of the Fourth Amendment Documents does not cause any conflict
      with agreements.

            


    

     

    
      
         


      

      
        Exhibit
E

        
          

        

      

      
         


      

    


    EXHIBIT
F

    


    MATTERS
TO BE COVERED BY OUTSIDE COUNSEL OPINION


    


    
      	
               
      

            	
              1.

            	
              The
      Financing Documents (as amended by the Fourth Amendment Documents),
      constitute the legal, valid and binding obligations of the Obligors,
      enforceable in accordance with their
terms.

            


    

     

    
      	
               
      

            	
              2.

            	
              Execution
      and delivery of the Fourth Amendment Documents does not cause any conflict
      with laws or judgments or the imposition of any
  Liens.

            


    

     

    
      	
               
      

            	
              3.

            	
              No
      consent, approval, notification or filing required with any Governmental
      Authority in connection with the execution, delivery and performance of
      the Financing Documents.

            


    

     

    
      	
               
      

            	
              4.

            	
              Validity,
      attachment and perfection of security interests created under Security
      Documents.

            


    

     

    
      	
               
      

            	
              5.

            	
              No
      state or local recording tax, stamp tax, documentary tax or other fees,
      taxes or governmental charges required to be paid in connection with
      transactions contemplated by the Fourth Amendment Documents other than
      nominal filing fees.

            


    

     

    
      
         


      

      
        Exhibit F

        
          

        

      

      
         


      

    


    SCHEDULE
10.1(b)

    


    CAPITAL
EXPENDITURES


    


    “**OMITTED**”



    
      
         


      

      
        Schedule
10.1(b)

        
          

        

      

      
         


      

    


    SCHEDULE
10.16(b)

    


    LEASED
LOCATIONS/LANDLORD LIEN WAIVERS


    


    
      	
               
      

            	
              (i)

            	
              7307
      and 7337 South Revere Parkway, Centennial,
  Colorado;

            


    

    


    
      	
               
      

            	
              (ii)

            	
              160
      East Via Verde Road, San Dimas,
California;

            


    

    


    
      	
               
      

            	
              (iii)

            	
              10901
      Malcolm McKinley Drive, Tampa,
Florida;

            


    

    


    
      	
               
      

            	
              (iv)

            	
              2320
      W. Peoria Avenue, Bldg. D 133, Phoenix, Arizona;
  and

            


    

    


    
      	
               
      

            	
              (v)

            	
              7
      Sterling Avenue, Billerica,
Massachusetts.

            


    

     

    
      
         


      

      
        Schedule 10.16(b)