Exhibit 10.7.2
SYPRIS SOLUTIONS,
INC.
SECOND AMENDMENT
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 March 13,
2006
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, as amended by a
First Amendment to Note Purchase Agreement dated as of
August 3, 2005 (as so amended, 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 Second
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
modifications to Section 10.1 of the Note Agreement and in
connection with such modifications also has agreed to a restriction
on capital expenditures. 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:
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1.
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AMENDMENTS
TO NOTE AGREEMENT
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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; Capital
Expenditures.
(a) Consolidated Net Debt .
The Company will not permit the ratio of Consolidated Net Debt to
Consolidated EBITDA (for the Company’s then most recently
completed four fiscal quarters) as of the last day of any fiscal
quarter to be greater than the following:
(i) 3.25 to 1.00 for the period of
four fiscal quarters ending June 30, 2005;
(ii) 3.75 to 1.00 for the period of
four fiscal quarters ending September 30, 2005;
(iii) 3.25 to 1.00 for the period of
four fiscal quarters ending December 31, 2005; and
(iv) 3.00 to 1.00 for the period of
four fiscal quarters ending March 31, 2006 and for the period
of four fiscal quarters ending on each fiscal quarter
thereafter.
(b) Fixed Charge Coverage
Ratio . The Company will not permit the Fixed Charge Coverage
Ratio (calculated as of the end of the applicable fiscal quarter)
for any fiscal quarter ending on or after March 31, 2006 to be
less than 3.0 to 1.0.
(c) Capital Expenditures .
The Company will not, and will not permit any Subsidiary to, make
Capital Expenditures in an amount exceeding, on a consolidated
basis, (i) $30,000,000 for the fiscal year ending
December 31, 2006, (ii) $35,000,000 for the fiscal year
ending December 31, 2007 and (iii) $40,000,000 for any
fiscal year thereafter.”
1.2. Amendment of
Section 11(f) . Section 11(f) of the Note Agreement
is amended to read in its entirety as follows:
“(f) (i) the Company or
any Significant Subsidiary is in default (as principal or as
guarantor or other surety) in the payment of any principal of or
premium or make-whole amount or interest on any Debt that is
outstanding in an aggregate principal amount of at least
$15,000,000 beyond any period of grace provided with respect
thereto, or (ii) the Company or any Significant Subsidiary is
in default in the performance of or compliance with any term of any
evidence of any
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Debt in an aggregate outstanding
principal amount of at least $15,000,000 or of any mortgage,
indenture or other agreement relating thereto or any other
condition exists, and as a consequence of such default or condition
such Debt has become, or has been declared (or one or more Persons
are entitled to declare such Debt to be), due and payable before
its stated maturity or before its regularly scheduled dates of
payment, or (iii) as a consequence of the occurrence or
continuation of any event or condition (other than the passage of
time or the right of the holder of Debt to convert such Debt into
equity interests), (x) the Company or any Significant
Subsidiary has become obligated to purchase or repay Debt before
its regular maturity or before its regularly scheduled dates of
payment in an aggregate outstanding principal amount of at least
$15,000,000, or (y) one or more Persons have the right to
require the Company or any Significant Subsidiary so to purchase or
repay such Debt; or”
1.3. Schedule B . The
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