AMENDMENT No. 1 dated as of May 10, 2001 (this "AMENDMENT"), to the Credit Agreement dated as of
August 11, 2000 (the "CREDIT AGREEMENT"), among SHILOH INDUSTRIES, INC., a Delaware
corporation (the "BORROWER"), the LENDERS party thereto, THE CHASE MANHATTAN BANK, as
Administrative Agent and Collateral Agent, KEYBANK NATIONAL ASSOCIATION, as Syndication Agent
and BANK ONE, MICHIGAN, as Documentation Agent.
A. Pursuant to the Credit Agreement, the Lenders have extended credit to the Borrower.
B. The Borrower has requested that the Required Lenders agree to amend the Credit Agreement, as provided
herein, and the Required Lenders are willing so to amend the Credit Agreement, in each case pursuant to the
terms and subject to the conditions set forth herein.
C. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Credit
In consideration of the premises and the agreements, provisions and covenants herein contained, the parties
hereto hereby agree, on the terms and subject to the conditions set forth herein, as follows:
SECTION 1. AMENDMENTS. (a) Section 1.01 of the Credit Agreement is amended by adding the following
defined term after the term "Alternate Base Rate" and before the term "Applicable Percentage":
""AMENDMENT EFFECTIVE DATE" means May 10, 2001."
(b) The definition of "Applicable Rate" in Section 1.01 of the Credit Agreement is hereby amended by replacing
the table therein with the following:
ABR Eurodollar Commitment Fee
Total Leverage Ratio: Spread Spread Rate
--------------------- ------ ------ ----
Total Leverage Ratio of greater than 2.50% 3.50% .50%
or equal to 5.00 to 1.0
Total Leverage Ratio of