First Amendment Agreement to the Credit and Security Agreement, dated 10/17/2008



 Exhibit 10.10 
 FIRST AMENDMENT AGREEMENT 
 This FIRST AMENDMENT
AGREEMENT (this “Amendment”) is made as of the 17th day of October, 2008, among: 
 (a) SHILOH INDUSTRIES, INC., a Delaware corporation (“Borrower”); 
 (b) the Lenders, as defined in the Credit Agreement, as hereinafter defined; 
 (c) NATIONAL CITY BANK, as
co-lead arranger, sole book runner and administrative agent for the Lenders under the Credit Agreement (“Agent”); and 
 (d) THE
PRIVATEBANK AND TRUST COMPANY, as the co-lead arranger and syndication agent. 
 WHEREAS, Borrower, Agent and the Lenders are parties to that
certain Credit and Security Agreement, dated as of August 1, 2008, that provides, among other things, for loans and letters of credit aggregating One Hundred Twenty Million Dollars ($120,000,000), all upon certain terms and conditions (as the
same may from time to time be amended, restated or otherwise modified, the “Credit Agreement”); 
 WHEREAS, Borrower, Agent and the
Lenders desire to amend the Credit Agreement to modify certain provisions thereof and add certain provisions thereto; 
 WHEREAS, each
capitalized term used herein and defined in the Credit Agreement, but not otherwise defined herein, shall have the meaning given such term in the Credit Agreement; and 
 WHEREAS, unless otherwise specifically provided herein, the provisions of the Credit Agreement revised herein are amended as of the date of this Amendment; 
 NOW, THEREFORE, in consideration of the premises and of the mutual covenants herein and for other valuable consideration, Borrower, Agent and the Lenders
agree as follows: 
 1. Amendment to Definitions. Section 1.1 of the Credit Agreement is hereby retroactively amended, effective
as of the Closing Date, to delete the definition of “Fixed Charge Coverage Ratio” therefrom and to insert in place thereof the following: 
 “Fixed Charge Coverage Ratio” means, as determined for the most recently completed four fiscal quarters of Borrower, on a Consolidated basis and in accordance with GAAP, the ratio of (a) (i) Consolidated EBITDA, minus
(ii) the sum of (A) Consolidated Capital Expenditures, and (B) Capital Distributions (other than the 2008 Special Dividend); to (b) Consolidated Fixed Charges. 
 2. Addition to Definitions. Section 1.1 of the Credit Agreement is hereby amended to add the following new definition thereto: 
 “2008 Special Dividend” shall mean the one-time cash dividend by Borrower to its shareholders, made on March 11, 2008, in
an aggregate amount equal to Sixteen Million Three Hundred Sixty Thousand Dollars ($16,360,000). 
 3. Closing Deliveries.
Concurrently with the execution of this Amendment, Borrower shall: 
 (a) cause each Guarantor of Payment to execute the
attached Guarantor Acknowledgment and Agreement; and 







 (b) pay all legal fees and expenses of Agent in connection with this Amendment.

 4. Representations and Warranties. Borrower hereby represents and warrants to Agent and the Lenders that (a) Borrower has the
legal power and authority to execute and deliver this Amendment; (b) the officers executing this Amendment have been duly authorized to execute and deliver the same and bind Borrower with respect to the provisions hereof; (c) the execution
and delivery hereof by Borrower and the performance and observance by Borrower of the provisions hereof do not violate or conflict with the organizational agreements of Borrower or any law applicable to Borrower or result in a breach of any
provision of or constitute a default under any other agreement, instrument or document binding upon or enforceable against Borrower; (d) no Default or Event of Default exists under the Credit Agreement, nor will any occur immediately after the
execution and delivery of this Amendment or by the performance or observance of any provision hereof; (e) Borrower is not aware of any claim or offset against, or defense or counterclaim to, Borrower’s obligations or liabilities under the
Credit Agreement or any Related Writing; and (f) this Amendment constitutes a valid and binding obligation of Borrower in every respect, enforceable in accordance with its terms. 
 5. References to Credit Agreement. Each reference that is made in the Credit Agreement or any Related Writing shall hereafter be construed as a
reference to the Credit Agreement as amended hereby. Except as herein otherwise specifically provided, all terms and provisions of the Credit Agreement are confirmed and ratified and shall remain in full force and effect and be unaffected hereby.
This Amendment is a Related Writing. 
 6. Waiver and Release. Borrower, by signing below, hereby waives and releases Agent and each
of the Lenders, and their respective directors, officers, employees, attorneys, affiliates and subsidiaries, from any and all claims, offsets, defenses and counterclaims of which Borrower is aware, such waiver and release being with full knowledge
and understanding of the circumstances and effect thereof and after having consulted legal counsel with respect thereto. 
 7.
Counterparts. This Amendment may be executed in any number of counterparts, by different parties hereto in separate counterparts and by facsimile signature, each of which when so executed and delivered shall be deemed to be an original and
all of which taken together shall constitute but one and the same agreement. 
 8. Headings. The headings, captions and arrangements
used in this Amendment are for convenience only and shall not affect the interpretation of this Amendment. 
 9. Severability. Any
term or provision of this Amendment held by a court of competent jurisdiction to be invalid or unenforceable shall not impair or invalidate the remainder of this Amendment and the effect thereof shall be confined to the term or provision so held to
be invalid or unenforceable. 
 10. Governing Law. The rights and obligations of all parties hereto shall be governed by the laws of
the State of Ohio, without regard to principles of conflicts of laws. 
 [Remainder of page intentionally left blank.] 







 JURY TRIAL WAIVER. BORROWER, THE LENDERS AND AGENT, TO THE EXTENT PERMITTED BY LAW, EACH HEREBY
WAIVES ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG BORROWER, THE LENDERS AND AGENT, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE
RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AMENDMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO. THIS WAIVER SHALL NOT IN ANY WAY AFFECT,
WAIVE, LIMIT, AMEND OR MODIFY AGENT’S OR ANY LENDER’S ABILITY TO PURSUE REMEDIES PURSUANT TO ANY CONFESSION OF JUDGMENT OR COGNOVIT PROVISION CONTAINED IN ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT AMONG BORROWER, AGENT AND THE
LENDERS, OR ANY THEREOF. 
 IN WITNESS WHEREOF, the parties have executed and delivered this Amendment in Cleveland, Ohio as of the date
first set forth above. 
  

			
	SHILOH INDUSTRIES, INC.
		
	By:	 	  

		 	Thomas M. Dugan
		 	Treasurer
	
	 NATIONAL CITY BANK,
as Agent and as a Lender

		
	By:	 	  

		 	Robert S. Coleman
		 	Senior Vice President
	
	 THE PRIVATEBANK AND TRUST COMPANY,
as Syndication Agent and as a Lender

		
	By:	 	  

		 	Robert M. Walker
		 	Managing Director


 Signature Page to 
 First Amendment Agreement 








			
	FIRSTMERIT BANK, N.A.
		
	By:	 	  




			
	Name:	 	  




			
	Title:	 	  




			
	
	KEYBANK NATIONAL ASSOCIATION
		
	By:	 	  




			
	Name:	 	  




			
	Title:	 	  




			
	
	RBS CITIZENS, NATIONAL ASSOCIATION
		
	By:	 	  




			
	Name:	 	  




			
	Title:	 	  



 Signature Page to 
 First Amendment Agreement 







 ACKNOWLEDGMENT AND AGREEMENT 
 The undersigned consent and agree to and acknowledge the terms of the foregoing First Amendment Agreement dated as of October 17, 2008. The
undersigned further agree that the obligations of the undersigned pursuant to the Guaranty of Payment executed by the undersigned are hereby ratified and shall remain in full force and effect and be unaffected hereby. 
 The undersigned hereby waive and release Agent and the Lenders and their respective directors, officers, employees, attorneys, affiliates and
subsidiaries from any and all claims, offsets, defenses and counterclaims of any kind or nature, absolute and contingent, of which the undersigned are aware or should be aware, such waiver and release being with full knowledge and understanding of
the circumstances and effect thereof and after having consulted legal counsel with respect thereto. 
 JURY TRIAL WAIVER. THE
UNDERSIGNED, TO THE EXTENT PERMITTED BY LAW, HEREBY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG BORROWERS, AGENT, THE LENDERS AND THE UNDERSIGNED, OR ANY THEREOF,
ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AMENDMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE
TRANSACTIONS RELATED THERETO. THIS WAIVER SHALL NOT IN ANY WAY AFFECT, WAIVE, LIMIT, AMEND OR MODIFY THE ABILITY OF AGENT AND LENDERS TO PURSUE REMEDIES PURSUANT TO ANY CONFESSION OF JUDGMENT OR COGNOVIT PROVISION CONTAINED IN ANY NOTE OR OTHER
INSTRUMENT, DOCUMENT OR AGREEMENT BETWEEN BORROWER, AGENT AND LENDERS. 
  

									
		 	SHILOH CORPORATION	  	GREENFIELD DIE & MANUFACTURING CORP.
					
		 	By:	 	  
	  	By:	 	  

		 		 	Thomas J. Stecz	  		 	Thomas J. Stecz
		 		 	Treasurer	  		 	Treasurer
			
		 	JEFFERSON BLANKING INC.	  	SHILOH AUTOMOTIVE, INC.
					
		 	By:	 	  
	  	By:	 	  

		 		 	Thomas M. Dugan	  		 	Thomas J. Stecz
		 		 	Assistant Secretary	  		 	Treasurer
					
		 	By:	 	  
	  		 	
		 		 	Thomas J. Stecz	  		 	
		 		 	Treasurer	  		 	

 Signature Page 1 of 2 to 
 Acknowledgement and Agreement 








									
		 	SHILOH INDUSTRIES, INC. DICKSON MANUFACTURING DIVISION	  	LIVERPOOL COIL PROCESSING, INCORPORATED
					
		 	By:	 	  
	  	By:	 	  

		 		 	Thomas J. Stecz	  		 	Thomas J. Stecz
		 		 	Treasurer	  		 	Treasurer
			
		 	MEDINA BLANKING, INC.	  	THE SECTIONAL DIE COMPANY
					
		 	By:	 	  
	  	By:	 	  

		 		 	Thomas J. Stecz	  		 	Thomas J. Stecz
		 		 	Treasurer	  		 	Treasurer
				
		 	SECTIONAL STAMPING, INC.	  		 	
					
		 	By:	 	  
	  		 	
		 		 	Thomas J. Stecz	  		 	
		 		 	Treasurer	  		 	

 Signature Page 2 of 2 to 
 Acknowledgement and Agreement