SYPRIS SOLUTIONS, INC.
TO NOTE PURCHASE AGREEMENT
$7,500,000 4.73% Senior Notes, Series A
Due June 30, 2009
$27,500,000 5.35% Senior Notes, Series B
Due June 30, 2011
$20,000,000 5.78% Senior Notes, Series C
Due June 30, 2014
Dated as of August 3, 2005
To the Holders of the Senior Notes
of Sypris Solutions, Inc.
Named in the Attached Schedule I
Ladies and Gentlemen:
Reference is made to the Note Purchase Agreement dated as of June 1, 2004 (the “Note Agreement”) among Sypris
Solutions, Inc., a Delaware corporation (the “Company”), and each of the Purchasers named in Schedule A thereto pursuant to
which the Company issued $7,500,000 aggregate principal amount of its 4.73% Senior Notes, Series A, due June 30, 2009,
$27,500,000 aggregate principal amount of its 5.35% Senior Notes, Series B, due June 30, 2011 and $20,000,000 aggregate
principal amount of its 5.78% Senior Notes, Series C, due June 30, 2014 (together, the “Notes”). You are referred to herein
individually as a “Holder” and collectively as the “Holders.” Capitalized terms used and not otherwise defined in this First
Amendment to Note Purchase Agreement (this “Amendment”) shall have the meanings ascribed to them in the Note
Agreement, as amended hereby.
The Company has requested the amendment of Section 10.1 (Consolidated Net Debt) of the Note Agreement to better
conform to its operations and its bank facility. The Holders have agreed to modify the Note Agreement on the terms and
conditions set forth herein.
In consideration of the premises and for good and valuable consideration, the receipt and sufficiency of which are
acknowledged, the Company and the Holders agree as follows:
1. AMENDMENTS TO NOTE AGREEMENT
1.1. Amendment of Section 10.1 . Section 10.1 of the Note Agreement is amended to read in its entirety as follows:
“10.1 Consolidated Net Debt; Fixed Charge Coverage Ratio.
(a) The Company will not permit the ratio