Attached files
| file | filename |
|---|---|
| 10-Q/A - SYPRIS SOLUTIONS INC | v167179_10qa.htm |
| EX-10.2 - SYPRIS SOLUTIONS INC | v167179_ex10-2.htm |
| EX-31.I.3 - SYPRIS SOLUTIONS INC | v167179_ex31i3.htm |
| EX-31.I.4 - SYPRIS SOLUTIONS INC | v167179_ex31i4.htm |
| EX-32.1 - SYPRIS SOLUTIONS INC | v167179_ex32-1.htm |
Exhibit
10.1
2009A AMENDMENT TO LOAN
DOCUMENTS
THIS
2009A AMENDMENT TO LOAN DOCUMENTS (this “Amendment”), is made and entered into
as of April 1, 2009, by and among (i) JPMORGAN CHASE BANK, N.A., a national
banking association (the “Agent Bank”) (JPMORGAN CHASE BANK, N.A. may also be
referred to as a “Bank”); (ii) the BANKS identified on Schedule 1.1 hereto
(each a “Bank” and collectively, the “Banks”); (iii) SYPRIS SOLUTIONS, INC., a
Delaware corporation, with its principal office and place of business and
registered office in Louisville, Jefferson County, Kentucky (the “Borrower”) and
(iv) the GUARANTORS identified on Schedule 1.2 hereto
(each a “Guarantor” and collectively, the “Guarantors”).
PRELIMINARY STATEMENT:
A. Certain
of the Guarantors and their Affiliates entered into a Loan Agreement dated as of
March 21, 1997, with the Agent Bank (the “Original Loan Agreement”), whereby the
Agent Bank extended in favor of the Guarantors a revolving line of credit in the
amount of $20,000,000, a term loan in the amount of $10,000,000 and a swing line
of credit subfacility in the amount of $5,000,000.
B. The
predecessors to the Borrower and certain of the Guarantors entered into a 1997A
Amended and Restated Loan Agreement dated as of November 1, 1997, with the Agent
Bank (the “1997A Loan Agreement”), whereby the Agent Bank increased the
revolving line of credit to $30,000,000 and the term loan to $15,000,000 and
provided the swing line of credit subfacility in the amount of
$5,000,000. The 1997A Loan Agreement was subsequently amended by,
among other amendments, the 1998A Amendment to Loan Documents dated as of
February 18, 1998.
C. The
Borrower, certain of the Guarantors, the Agent Banks and the Banks entered into
the 1999 Amended and Restated Loan Agreement dated as of October 27, 1999 (the
“1999 Loan Agreement”), which amended, restated and replaced the Original Loan
Agreement and the 1997A Loan Agreement, as amended. The 1999 Loan
Agreement provided for a revolving line of credit in the amount of $100,000,000,
a swing line subfacility of $5,000,000 and a letter of credit subfacility of
$15,000,000. The 1999 Loan Agreement was subsequently amended by
among other amendments, (i) the 2000A Amendment to Loan Documents
dated as of November 9, 2000 (the “2000A Amendment”); (ii) the 2001A Amendment
to Loan Documents dated as of February 15, 2001 (the “2001A Amendment”);
(iii) the 2002A Amendment to Loan Documents dated as of December 21,
2001 and having an effective date of January 1, 2002 (the “2002A
Amendment”); (iv) the 2002B Amendment to Loan Documents dated as of
July 3, 2002 (the “2002B Amendment”); (v) the 2003A Amendment to Loan Documents
dated as of October 16, 2003 (the “2003A Amendment”); (vi) the 2005A
Amendment to Loan Documents dated as of March 10, 2005 (the “2005A Amendment”);
(vii) the 2005B Amendment to Loan Documents dated as of May 10, 2005 (the “2005B
Amendment”); (viii) the 2005C Amendment to Loan Documents dated as of
August 3, 2005 (the “2005C Amendment”); and (ix) and the 2006A
Amendment to Loan Documents dated as of February 28, 2006 (the “2006A
Amendment”).
D. The
Agent Bank and the Banks in May, 2004 consented to the Borrower’s issuance of
$55,000,000 of senior notes (the “Senior Notes”) pursuant to a Note Purchase
Agreement dated as of June 1, 2004 (as amended, the “Note Purchase
Agreement”).
E. The
Borrower in April, 2004 created a new subsidiary, Sypris Technologies Kenton,
Inc., a Delaware corporation (“STK”), and the Agent Bank and the Banks consented
to the creation of STK as a subsidiary, on the condition that STK become a
Guarantor under the Loan Agreement. STK became a Guarantor under the Loan
Agreement by executing and delivering to the Agent Bank a Guaranty Agreement
dated June 1, 2004, guarantying the obligations of the Borrower to the Banks
(the “STK Guaranty”).
F. The
Borrower in June, 2004 requested that the Banks consent to the Borrower’s
acquisition of a facility in Toluca, Mexico (the “Toluca
Facility”). The Banks consented to the acquisition of the Toluca
Facility. The Borrower created the following second tier subsidiary
and third tier subsidiaries related to the Toluca Facility: (i) Sypris
Technologies Mexican Holdings, LLC (the interests of which are held by Sypris
Technologies, Inc.) and (ii) Sypris Technologies Mexico, S. de R.L. de C.V. and
Sypris Technologies Toluca, S.A. de C.V. (the interests of which are held by
Sypris Technologies Mexican Holdings, LLC and Sypris Technologies, Inc.) (all of
the foregoing Subsidiaries are referred to as the “Toluca
Subsidiaries”).
G. The
Borrower, the Guarantors, the Agent Bank and the Banks completely amended and
restated the 1999 Loan Agreement and related documents by entering into an
Amended and Restated Loan Agreement dated as of April 6, 2007 (the “2007 Loan
Agreement” or the “Loan Agreement”), providing for, among other things (i) the
Revolving Credit Facility in the amount of $50,000,000; (ii) consent to the
Borrower’s redemption of a portion of the outstanding principal amount of the
Senior Notes, reducing the outstanding principal amount of the Senior Notes to
$30,000,000 and (iii) certain other changes.
H. The
Borrower, the Guarantors, the Agent Bank and the Banks executed and held in
escrow a 2007A Amendment to Loan Documents, pending satisfaction of certain
conditions. Those conditions were never satisfied, so the proposed
2007A Amendment to Loan Documents never took effect.
I. On
or prior to the date of this Amendment, the Borrower has failed to observe
and/or perform certain provisions of the Loan Agreement, which failures are
continuing, including the following:
1. The
Borrower has failed to observe or perform Section 7.6 of the Loan 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”).
2
2. The
Borrower has failed to observe or perform Section 7.7 of the Loan 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 “Adjusted Funded Debt to
EBITDA Ratio Failure”).
3. The
Borrower has failed to observe or perform Section 7.8 of the Loan 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 Net Worth
Failure”).
4. Any
breach of the representations or warranties in Section 5 of the Loan Agreement
arising from the Fixed Charge Coverage Failure, the Adjusted Funded Debt to
EBITDA Ratio Failure, and the Minimum Net Worth Failure (the “Representations
and Warranties Failures”).
5. Any
failure to satisfy the conditions subsequent requirements of Section 4.3 of the
Loan Agreement within the times required (the “Conditions Subsequent
Failures”).
6. Any
failure to timely notify the Agent Bank, or any other Person, of the Borrower’s
knowledge of the foregoing specific failures to observe or perform as
specifically disclosed in this Recital I (the “Notice Failures”).
7. Any
failure to provide within the time required or otherwise any of the information
reports due prior to the date of this Agreement required by Section 6.3 of the
Loan Agreement (the “Reporting Failures”).
The Fixed
Charge Coverage Failure, the Adjusted Funded Debt to EBITDA Ratio Failure, the
Minimum Net Worth Failure, the Representations and Warranties Failures, the
Conditions Subsequent Failures, the Notice Failures or the Reporting Failures as
they are in effect on the date of this Amendment, are collectively referred to
as the “Failures”.
J. The
Borrower, the Guarantors, the Agent Bank and the Banks now wish to amend the
2007 Loan Agreement and the other Loan Documents (as defined in the Loan
Agreement in order to (1) waive the Failures, (2) modify the definition of
“Revolving Loan Commitment Termination Date,” (3) change interest rates and
fees, (3) provide for certain mandatory prepayments and commitment reductions in
certain circumstances, (4) modify certain covenants of the Loan Agreement and
add certain covenants to the Loan Agreement, and (5) make certain
other changes, all as set forth in this Amendment.
NOW,
THEREFORE, in consideration of the promises and the mutual covenants and
agreements set forth herein and for other good and valuable consideration, the
mutuality, receipt and sufficiency of which are hereby acknowledged, the parties
agree as follows:
3
1. RECITALS, DEFINED TERMS AND
EFFECTIVE DATE. The recitals to this Amendment are
incorporated into the text of this Amendment and the parties agree that they
have the same force and effect as the other provisions of this
Amendment. Terms not defined herein shall have the meanings set forth
in the Loan Agreement. None of the amendments and changes set forth
in this Amendment shall take effect or have any legal effect until the
satisfaction of all conditions precedent set forth in Section 8 hereof and upon
satisfaction of such conditions precedent, such amendments and changes shall be
effective as of the date of this Amendment.
2. AMENDMENT OF LOAN
AGREEMENT.
(a) Amendment
Existing Definitions. The
following definitions set forth in Section 1 of the Loan Agreement are hereby
amended and restated to read in their entirety as follows:
1.7 "Applicable
Base Rate Margin" means three percent (3.00%) per annum.
1.15 "Base
Rate" means at any time the variable rate of interest that is the Agent Bank's
Prime Rate as announced publicly and changing from time to time when such Prime
Rate changes.
1.27
“Compliance Certificate” means a certificate substantially in the form of Exhibit A annexed to
the 2009A Amendment to Loan Documents and delivered by the Borrower
to the Agent Bank pursuant to Section 6.3D hereof.
1.38
“Dana Payment” means any cash payment received (including by way of
setoff) by the Borrower or any Subsidiary (or otherwise paid in accordance with
the instructions of the Borrower 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.
1.42
"Default Rate" means, for any Loan, the Base Rate plus six percent
(6.00%).
4
1.82 “Loan
Documents” means this Loan Agreement, as amended by the 2009A Amendment to Loan
Documents, the Security Agreement, the Revolving Credit Notes, each Application
and Agreement for Letter of Credit, the Guaranty Agreements, any Rate Management
Transaction Agreement and all other agreements, documents and instruments now or
hereafter evidencing and/or pertaining to this Loan Agreement and/or the other
Obligations, and as may be further amended, supplemented or otherwise modified
from time to time.
1.97 “Pricing
Level” means, for any Pricing Period, the 2009A Amendment Pricing Level, which
shall be in effect from the date of the 2009A Amendment through and until the
Revolving Loan Commitment Termination Date; provided that, the
Default Rate shall be in effect upon the occurrence and during the continuation
of any Event of Default.
1.113
“Revolving Credit Facility” means the revolving line of credit established by
the Banks in favor of the Borrower in the principal amount of Fifty Million
Dollars ($50,000,000), pursuant to which the Borrower may obtain Revolving
Credit Loans from the Banks and/or Letters of Credit from the Agent Bank during
the term of the Revolving Credit Facility upon the terms and conditions set
forth in this Loan Agreement. The Revolving Credit Facility includes
as a sublimit the Letter of Credit Subfacility and the Swing Line Credit
Subfacility. All references to the “aggregate principal balance of
the Revolving Credit Loans outstanding” or similar phrases in this Loan
Agreement or in the Revolving Credit Notes shall mean, as of the date of
determination thereof, the sum of (i) the entire aggregate outstanding principal
balance of all Revolving Credit Loans made by the Banks pursuant to this Loan
Agreement, (ii) the then existing Letter of Credit Usage and (iii) the then
existing Swing Line Usage.
1.119
“Revolving Loan Commitment Termination Date” means the Revolving
Loan Commitment Termination Date then in effect, which shall be the earliest of
(i) January 15, 2010, (ii) the date as of which the Obligations shall have
become immediately due and payable pursuant to Section 8 of the Loan Agreement
and (iii) the date on which all of the Obligations are paid in full (including,
without limitation, the repayment, expiration, termination or cash
collateralization of Letters of Credit pursuant to this Loan Agreement) and the
Revolving Loan Commitments are reduced to zero.
(b) Additional
Definitions. Section 1 of the Loan Agreement is hereby
supplemented to add the following definitions which shall read in its entirety
as follows:
5
1.137 “2009A
Amendment Pricing Level” means the Pricing Level identified in the table in
Section 2.2A, which will be in effect for any applicable Pricing Period from the
date of the 2009A Amendment through and until the Revolving Loan Commitment
Termination Date, as reflected in the table in Section 2.2A(ii) of the Loan
Agreement; provided that, the Default Rate shall be in effect upon the
occurrence and during the continuation of any Event of Default.
1.138
“2009A Amendment to Loan Documents” means the 2009A Amendment to Loan Documents
dated as of April 1, 2009 by and among the Agent Bank, the Banks, the Borrower
and the Guarantors.
1.139
“2009A Amendment Closing Date” means April 1, 2009.
1.140 “2009 Monthly
Business Plan” means Borrower’s projected financial plan, which is based upon a
set of financial projections prepared in accordance with GAAP and includes a
consolidated balance sheet, monthly income statement and monthly cash flow
statement.
1.141 “Mexican
Loan Proceeds” means any proceeds repatriated to the United States from any loan
made by a third-party lender to any of the Borrower’s Mexican Subsidiaries with
the prior written consent of the Banks pursuant to documentation in form and
substance satisfactory to the Banks.
(c) Deletion of Section 2.1G;
Restatement of Schedule 2.1. Section 2.1G (which had
provided for increases in the Revolving Loan Commitments under certain
circumstances) is hereby deleted from the Loan Agreement. Schedule
2.1 to the Loan Agreement is hereby restated as Schedule 2.1 to the 2009A
Amendment to Loan Documents.
(d) Amendment
of Section 2.2A. Three changes
are hereby made to section 2.2A of the Loan Agreement: (1) The interest
rate grid in Section 2.2A is hereby amended and restated in its entirety as
follows in the grid below, (2) the clause following the grid set forth below
shall be added to the end of Section 2.2A, (3) the last paragraph of Section
2.2A is hereby deleted, and (4) the Borrower shall not be entitled to elect to
receive a Base Rate Loan:
|
Pricing Level
|
Applicable
LIBOR Margin*
|
|||
|
2009A
Amendment Pricing Level
|
5.75 | % | ||
6
*Overdue
principal, interest, fees and other amounts prior to the occurrence of an Event
of Default shall bear interest at the Adjusted LIBOR Rate, plus the Applicable
LIBOR Margin, plus two percent (2.00%). Following and during the continuance of
an Event of Default, such amounts shall bear interest at the Default
Rate.
(e)
Amendment of Section 2.3B
(Waiver Fee and Success Fee). Section 2.3B is hereby
amended and restated as follows:
“2.3B Waiver Fee and Success
Fee. The Borrower shall pay to the Agent Bank on the 2009A
Amendment Closing Date for the benefit of the Banks in proportion to their
respective Revolving Credit Facility Pro Rata Shares on the 2009A Amendment
Closing Date, a waiver fee (the “Waiver Fee”) equal to 75/100 of one percent
(0.75%) of the $50,000,000 of Revolving Loan
Commitments. Additionally, on the date (the “Payoff Date”) upon
which all of the Obligations are paid in full (including, without limitation,
the repayment, expiration, termination or cash collateralization of Letters of
Credit issued pursuant to the Loan Agreement) and the Revolving Loan Commitments
are reduced to zero (the “Payoff”), the Borrower shall pay to the Agent Bank for
the benefit of the Banks in proportion to their respective Revolving Credit
Facility Pro Rata Shares on such Payoff Date, a percentage as depicted in the
grid set forth below multiplied by the Revolving Loan Commitments on the 2009A
Amendment Closing Date.”
|
Payoff Date Occurring:
|
Payoff Fee (expressed as percentage of
Revolving Loan Commitments):
|
|||
|
On
or before July 31, 2009
|
0.0 | % | ||
|
August
1, 2009 to August 31, 2009
|
0.25 | % | ||
|
September
1, 2009 to September 30, 2009
|
0.5 | % | ||
|
October
1, 2009 to October 31, 2009
|
1.0 | % | ||
|
November
1, 2009 and thereafter
|
1.5 | % | ||
(f) Amendment and Restatement of
Section 2.4D (Mandatory Permanent Reduction in Revolving Loan Commitments Upon
Receipt of Dana Payment). Section 2.4D is hereby amended and
restated as follows:
7
“2.4D Mandatory Permanent
Reduction in Revolving Loan Commitments Upon Occurrence of Certain
Events. To the extent that (i) Borrower or any Subsidiary
receive Mexican Loan Proceeds, (ii) Borrower or any Subsidiary of Borrower
receive all or any of the Dana Payment, or (iii) Borrower or any Guarantors sell
any Collateral (including any sales of equity in any of Borrower’s Subsidiaries)
outside the ordinary course of business, the proceeds of (i), (ii) and (iii)
(after subtracting investment banking fees, legal fees and other expenses
directly related to such sale, and after subtracting “Company Retained Proceeds”
described in the table below) shall be allocated in accordance with Section 9 of
the Collateral Sharing Agreement described in Section 1.24 of the Loan
Agreement. The Borrower shall pay such amounts to the Collateral
Account described therein. The amounts received by the holders of the
$55,000,000 Senior Notes shall be applied as a prepayment of the $55,000,000
Senior Notes without premium or penalty based upon their outstanding principal
balances under the $55,000,000 Senior Notes. The amounts paid to the
Banks shall be distributed to the Banks based upon their Revolving Loan
Commitments and the Revolving Loan Commitments of such Banks shall be
permanently reduced by an amount equal to the amounts so
received. The provisions of this Section 2.4D shall not entitle the
Borrower or any Guarantors to encumber any of the Collateral or to sell any
Collateral (including any sales of assets or equity in any of the Borrower’s
Subsidiaries) out of the ordinary course of business, permission for which must
be obtained in accordance with the terms of the Loan
Documents. Notwithstanding any statement herein to the contrary, to
the extent that substantially all of the assets or equity interests in Sypris
Test Measurement, Inc. and/or the engineered products division of Sypris
Technologies, Inc. are sold (each a “Strategic Divestiture”), the “Company
Retained Sale Proceeds” of each sale shall be as follows, depending upon the
closing date of each such transaction (all amounts expressed in thousands of
U.S. dollars):
|
Closing Date (2009)
|
May
|
June
|
July
|
August
|
Sept
|
Oct
|
Nov
|
Dec
|
||||||||
|
Engineered
Products
|
3,759
|
3,420
|
2,915
|
2,441
|
1,973
|
1,351
|
924
|
377
|
||||||||
|
Sypris
Test &
Measurement
|
6,183
|
5,232
|
4,619
|
3,828
|
2,890
|
2,142
|
1,051
|
216
|
Each
month, the Borrower shall pay the Agent Bank, for the benefit of the Banks, a
monthly fee in an amount equal to the result of (i) the Banks’ combined Pro Rata
Share (as defined in the Collateral Sharing Agreement and assuming for such
definition that a Notice of Actionable Default shall have been received by the
Collateral Agent and not withdrawn) multiplied by (ii) the aggregate Company
Retained Sale Proceeds with respect to each Strategic Divesture multiplied by
(iii) a fraction, the numerator of which is the Adjusted LIBOR Rate plus the
Applicable LIBOR Margin and the denominator of which is 12 (each, a “Company
Retained Sale Proceeds Fee”). The Company Retained Sale Proceeds Fee
shall be payable monthly in arrears starting in any month in which a Strategic
Divestiture occurs to the Agent Bank for the benefit of the Banks on the same
date interest is due under this Agreement.
(g) Amendment of Section 2.7F
(Letters of Credit – Compensation). The Letter of Credit Fee
grid in Section 2.7F is amended and restated in its entirety as
follows:
8
|
Pricing Level
|
Applicable Letter
of Credit
Percentage
|
|||
|
2009A
Amendment Pricing Level
|
3.50 | % | ||
(h) Amendment and Restatement of
Compliance Certificate Delivery Requirement. Section 6.3D of
the Loan Agreement is amended and restated to read in its entirety as
follows:
“D. Compliance
Certificate. On or before the 25th day of
each fiscal month, the Borrower, for itself and the Guarantors, shall deliver to
the Agent Bank a Compliance Certificate in substantially the form of Exhibit A to the
2009A Amendment to Loan Documents with all blanks completed and (x) stating that
the Authorized Officer of the Borrower, for itself and the Guarantors, signing
the Compliance Certificate has reviewed the relevant terms of this Loan
Agreement, the Revolving Credit Notes, the Negative Pledge Agreement and the
other Loan Documents to which the Borrower and the Guarantors are party, and
such Authorized Officer has no actual knowledge (after making such inquiry as is
consistent with the scope of his or her duties) of any event or condition which
constitutes an Event of Default hereunder, or, if any such condition or event
existed or exists, specifying the nature and period of existence thereof and
what action the Borrower has taken or is taking or proposes to take with respect
thereto, and (y) demonstrating in reasonable detail compliance at the end of
such accounting period with Sections 7.6 through 7.9 of this Loan Agreement to
the extent applicable to such period; provided, that to the extent the Borrower
has timely submitted (e.g. within 15 days after the end of a fiscal month) to
the Agent Bank a Liquidity Certificate in compliance with the requirements of
Section 7.9 for such period, and to the extent the information contained in the
Liquidity Certificate remains true and correct as of the date of submission of
the Compliance Certificate, the Borrower may omit information regarding Section
7.9 from the Compliance Certificate for that particular fiscal
month.”
(i) Addition of Paragraphs to
Section 6.3 (Financial Statements and Reports). The following
subsections K, L, M and N, O, and P are hereby added to Section
6.3:
9
“K. Financial
Consultant. Prior to the 2009A Amendment Closing Date,
the Borrower shall engage a financial advisor acceptable to the Banks and the
holders of the $55,000,000 Senior Notes pursuant to the terms of an engagement
agreement satisfactory to the Banks and the holders of the $55,000,000 Senior
Notes after consultation with the Borrower (the “Borrower’s Financial
Advisor”). The Borrower, the Banks and the holders of the $55,000,000
Senior Notes agree that the firm of Alvarez & Marsal is acceptable as of the
2009A Amendment Closing Date. The duties of the Borrower’s Financial
Advisor will include, without limitation, the following: (1) validate
completeness and reasonableness of the Borrower’s 2009 Monthly Business Plan
(the "2009 Monthly Business Plan") attached to the 2009A Amendment to Loan
Documents as Exhibit
B and any adjustments thereto; (2) validate and confirm the Borrower’s
actions to execute the 2009 Monthly Business Plan, and (3) validate the
execution of the investment banking efforts to complete the sale of
substantially all of the assets or equity interests in Sypris Test &
Measurement, Inc. and the engineered products division of Sypris Technologies,
inc. (each, a "Strategic Divesture"). The Borrower shall provide the
Agent Bank, promptly after its receipt thereof, with all final written reports
prepared by the Borrower’s Financial Advisor.”
L. Investment Banking
Process.
The
Borrower shall take all efforts necessary to complete each Strategic Divesture
as promptly as possible. Without limiting the foregoing it shall
complete and comply with the following as it relates to each Strategic
Divesture:
(a) With
respect to the process of marketing the engineered products division of Sypris
Technologies, Inc. (“Engineered Products” or “EP”):
(i)
The Borrower shall submit the final management presentation to the Banks no
later than March 31, 2009;
(ii)
The Borrower shall arrange to make a data room available to potential buyers no
later than April 30, 2009;
(iii)
The Borrower shall make a call for initial, non-binding, indicative offers no
later than May 31, 2009;
(iv) The
Borrower shall report to the Banks no later than May 31, 2009 regarding initial
offers received;
(v) The
Borrower shall make arrangements for potential buyer due diligence during the
periods from April 30, 2009 through May 31, 2009;
(vi) The
Borrower shall make a call for final offers no later than June 15,
2009;
(vii) The
Borrower provide the Banks with copies of all final offers and bids, together
with a report summary of such final offers and bids no later than June 22,
2009;
10
(viii)
If the Borrower receives one or more binding definitive offers for
more than $18,000,000 in non-contingent cash consideration for EP (an “EP
Qualified Offer”), the Borrower agrees to (1) accept the EP Qualified Offer on
or before July 15, 2009 and (2) use best efforts to close on the EP Qualified
Offer on or before August 15, 2009. If the Borrower receives one or
more binding definitive offers for less than or equal to $18,000,000 in
non-contingent cash consideration for EP (an “EP Fairness Offer”), the Borrower
agrees to seek a fairness opinion from Lazard Middle Markets, and if the value
of the EP Fairness Offer is equal to or greater than the value rendered in the
fairness opinion, the Borrower agrees to (1) accept the EP Fairness Offer on or
before August 15, 2009 and (2) use best efforts to close on the EP Fairness
Offer on or before September 15, 2009; and
(ix) The
failure to observe or perform any of the covenants set forth in this
subparagraph (a), which failure continues uncured for a period of 14 days shall
automatically constitute an Event of Default.
(b) With
respect to the process of marketing the business of Sypris Test &
Measurement, Inc. (“STM”):
(i) The
Borrower shall submit the final management presentation to the Banks no later
than May 31, 2009;
(ii) The
Borrower shall arrange to make a data room available to potential buyers no
later than June 30, 2009;
(iii) The
Borrower shall make a call for initial, non-binding, indicative offers no later
than May 31, 2009;
(iv) The
Borrower shall report to the Banks no later than June 15, 2009 regarding initial
offers received;
(v) The
Borrower shall make arrangements for potential buyer due diligence during the
periods from June 30, 2009 through August 31, 2009;
(vi) The
Borrower shall make a call for final offers no later than September 15,
2009;
(vii) The
Borrower provide the Banks with copies of all final offers and bids, together
with a report summary of such final offers and bids no later than September 22,
2009;
11
(viii) If
the Borrower receives one or more binding definitive offers for more than
$36,000,000 in non-contingent cash consideration for STM (an “STM Qualified
Offer”), the Borrower agrees to (1) accept the STM Qualified Offer on or before
September 30, 2009 and (2) use best efforts to close on the STM Qualified Offer
on or before November 15, 2009. If the Borrower receives one or more
binding definitive offers for less than or equal to $36,000,000 in
non-contingent cash consideration for STM (an “STM Fairness Offer”), the
Borrower agrees to seek a fairness opinion from Needham & Co. and if the
value of the STM Fairness Offer is equal to or greater than the value rendered
in the fairness opinion, the Borrower agrees to (1) accept the STM Fairness
Offer on or before October 15, 2009 and (2) use best efforts to close on the STM
Fairness Offer on or before December 1, 2009; and
(ix) The
failure to observe or perform any of the covenants set forth in this
subparagraph (b), which failure continues uncured for a period of 14 days shall
automatically constitute an Event of Default.
M. Bi-Weekly
Updates. The Borrower shall provide bi-weekly updates to the
Banks telephonically with sufficient time for questions and
answers.
N.
13 Week Cash Flow
Budget. The Borrower shall provide a 13 week cash flow
report with a comparison to budget for each week by the last calendar day of
each subsequent week.
O. Informational
Undertakings. As soon as practicable, but in no event more
than [3] Business Days after receipt or delivery, as applicable, by the
Borrower, the following: (i) all material, written reports, provided to any
Holder of the Senior Notes, (ii) any final written reports prepared by Alvarez
& Marsal and delivered to the Borrower, (iii) weekly written updates on the
Borrower’s program to complete the Strategic Divestitures (including copies of
any bids or offers received from potential buyers), and (iv) monthly updates of
its 2009 Monthly Business Plan.
P. Pro Rata Payments to
Banks. The Borrower will not, and will not permit any of the
Guarantors to, pay, defease or otherwise satisfy (in whole or in part) in any
manner (whether by setoff, exercise of remedies or otherwise), the principal
amount of any of the Senior Notes, unless the Revolving Loan Commitments are
permanently reduced concurrently with such principal payment, defeasance or
other satisfaction, such that each of the Banks receives its pro rata share of
the total amount of Debt then being repaid (calculated based on the Principal
Exposure (as defined in the Collateral Sharing Agreement)), together with
accrued and unpaid interest thereon. By way of example, as of a date
of payment on the Senior Notes, if (a) the Principal Exposure of the Banks is
$50 million and (b) the Principal Exposure of the Holders of the $55,000,000
Senior Notes is $30 million, and the Borrower makes a principal payment to the
Holders of the $55,000,000 Senior Notes in the amount of $3 million (10 percent
of the $30 million Principal Exposure), the Borrower would be required to make a
payment to the Banks in the amount of $5 million (10 percent of the $50 million
Principal Exposure) and the Revolving Loan Commitments would be reduced by such
$5 million payment.
12
(j) Amendment of Sections 7.6
(Fixed Charge Coverage Ratio), 7.7 (Ratio of Adjusted Funded Debt to EBITDA) and
7.8 (Minimum Net Worth) and New Section 7.7. Sections 7.6.,
7.7 and 7.8 are hereby deleted and, in lieu thereof, new Sections 7.7, 7.8 and
7.9 are added to the Loan Agreement, as follows:
“7.7 Cumulative Consolidated EBITDAR. The
Borrower will not permit the result of (i) EBITDA plus 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 Borrower’s financial statements, as
determined on a consolidated basis in accordance with GAAP, plus (iii) the Company
Retained Sale Proceeds from any Strategic
Divestiture made during such period; 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 Borrower’s statement of operations due to changes in foreign
currency exchange rates, all as determined on a consolidated basis in accordance
with GAAP (such result, “Cumulative Consolidated EBITDAR”), 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 | ||
7.8 Adjusted Consolidated Net
Worth. The Borrower will not permit the sum of Adjusted
Consolidated Net Worth (as defined in the Note Purchase Agreement) 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 during year-to-date through such fiscal
quarter and reflected in such Adjusted Consolidated Net Worth, to be less than
the amount set forth such day in such table:
13
|
Date
|
Minimum Levels
|
|||
|
July
5, 2009
|
$ | 55,000,000 | ||
|
October
4, 2009
|
$ | 50,000,000 | ||
|
December
31, 2009
|
$ | 45,000,000 | ||
7.9 Liquidity. Over
the last five Business Days of each fiscal month, the sum of (1) the average
cash balance of the Borrower’s funds on hand (the “Cash Amount”) plus (2) the
average difference between (a) the Revolving Loan Commitments and (b) the sum of
(x) the entire aggregate outstanding principal balance of all Revolving Credit
Loans made by the Banks pursuant to this Loan Agreement, (y) the then existing
Letter of Credit Usage and (z) the then existing Swing Line Usage shall be
greater than or equal to the following amounts as of the following fiscal months
(such calculation, the “Availability Amount”) (the Cash Amount plus the
Availability Amount, the “Liquidity Amount”):
|
Fiscal Month Ending
|
Monthly Minimum Liquidity Amount
|
||||
|
April
5, 2009
|
$ |
2.5
million*
|
|||
|
May
3, 2009
|
$ |
2.5
million*
|
|||
|
May
31, 2009
|
$ |
2.5
million*
|
|||
|
July
5, 2009
|
$ |
2.5
million*
|
|||
|
August
2, 2009
|
$ |
1.0
million*
|
|||
|
August
30, 2009
|
$ |
1.0
million*
|
|||
|
October
4, 2009
|
$ |
2.5
million*
|
|||
|
November
1, 2009
|
$ |
1.0
million*
|
|||
|
November
29, 2009
|
$ |
2.5
million*
|
|||
|
December
31, 2009
|
$ |
6.0
million*
|
|||
*Provided
that the Monthly Minimum Liquidity Amount set forth in the table above shall
automatically be increased each fiscal month, beginning the fiscal month in
which the Borrower or any Subsidiary receives a tax refund from the government
of Mexico or any State or political subdivision of Mexico (a “Mexican Tax
Refund”) by the amount of the Mexican Tax Refund. Solely for purposes
of calculating the Cash Amount in any such fiscal month, if the Mexican Tax
Refund is received in the last five Business Days of a fiscal month, it shall be
deemed to have been received on the fourth Business Day preceding the last
Business Day of such fiscal month. Within five Business Days of the
receipt of any Mexican Tax Refund, the Borrower shall notify the Agent
Bank.
14
The
Borrower’s compliance with this provision shall be evidenced by the Borrower’s
delivery of a certificate (a "Liquidity Certificate") which is due 15 days after
the end of each fiscal month and which shall include a calculation of the
Liquidity Amount, separately setting forth the Availability Amount and the Cash
Amount as calculated for such prior month. In the event that the Borrower’s
Liquidity Amount falls below the Monthly Minimum Liquidity Amount in any fiscal
month, the Borrower shall present a reasonably detailed, written action plan to
the Lenders, no later than the delivery of its Liquidity Certificate, designed
to ensure that the Liquidity Amount exceeds the Monthly Minimum Liquidity Amount
for the following fiscal month. In the event that the Borrower’s Liquidity
Amount falls below the Monthly Minimum Liquidity Amount in any two consecutive
fiscal months, such failure shall constitute an Event of Default
hereunder.”
(k) Amendment of Section 7.10
(Capital Expenditures). Section 7.10 is amended and restated
as follows:
“7.10 Capital
Expenditures. Other than as set forth in Schedule 7.10 to the
2009A Amendment to Loan Documents, the Borrower and its Subsidiaries shall not
incur Capital Expenditures in excess of $2,000,000 through the Revolving Loan
Commitment Termination Date.”
(l) New Section 7.17 (Dividends
and Distributions). A new Section 7.17 is added to the
Loan Agreement, which shall read in its entirety as follows:
“7.17
Dividends and
Distributions. The Borrower shall not make any distribution or
declare or pay any dividends (in cash or other property) on, or purchase,
acquire, redeem, or retire any of, the Borrower’s stock, whether now or
hereafter outstanding.”
(m) New Section 7.18 (Credit
Card and Other Debt). A new Section 7.18 is added to the
Loan Agreement, which shall read in its entirety as follows:
“7.18
Credit Card and Other
Debt Except
for the amounts due under the Loan Agreement and due to holders of the
$55,000,000 Senior Notes, the Borrower shall be prohibited from incurring credit
card debt in excess of One Million Dollars ($1,000,000) through April 23, 2009
and in excess of Five Hundred Thousand Dollars ($500,000.00) thereafter, and
from incurring any other Debt permitted under the Loan Agreement in excess of
Two Million Five Hundred Thousand Dollars ($2,500,000.00).”
3. RATIFICATION. Except
as specifically amended by the provisions of this Amendment set forth above, all
of the Loan Documents remain in full force and effect. The
Borrower and Guarantors reaffirm and ratify all of their respective obligations
to Agent Bank and the Banks under all of the Loan Documents, as amended and
modified hereby, including, but not limited to, the Loan Agreement, the
Revolving Credit Notes, the Security Agreement, the Guaranty Agreement, and all
other agreements, documents and instruments now or hereafter evidencing and/or
pertaining to the Loan Agreement. Each reference to all or any of the
Loan Documents contained in any other of the Loan Documents shall be deemed to
be a reference to such Loan Document, as modified hereby.
15
4. WAIVER OF CERTAIN EVENTS OF
DEFAULT BY THE AGENT BANK AND THE BANKS. The Agent
Bank and the Banks hereby grant a limited waiver to the Borrower with respect to
the Failures as in effect on the date of this Amendment under the terms of the
Loan Agreement as in effect prior to this Amendment. By virtue of
this waiver, the Administrative Agent and the Banks agree that they will not
regard the Failures as Potential Defaults or Events of Default. This
waiver is specifically limited to the Failures, is not a waiver of any other
breaches or failures, and shall not establish a course of dealing or be
construed as evidence of any willingness on the part of the Agent Bank or the
Banks to grant future waivers or consents, should any be requested.
5. WAIVER OF
SPECIAL DAMAGES; RELEASE BY THE BORROWER AND THE GUARANTORS. THE BORROWER AND THE GUARANTORS
WAIVE, TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW, ANY RIGHT THEY MAY HAVE TO
CLAIM OR RECOVER FROM THE AGENT BANK OR THE BANKS IN ANY LEGAL ACTION OR
PROCEEDING ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL
DAMAGES. AS A
MATERIAL INDUCEMENT TO THE AGENT BANK AND THE BANKS TO ENTER INTO THIS AMENDMENT, WHICH
THE BORROWER AND THE GUARANTORS HAVE DETERMINED TO BE TO THEIR DIRECT ADVANTAGE
AND BENEFIT, THE BORROWER AND THE GUARANTORS HEREBY RELEASE AND DISCHARGE THE
AGENT BANK, THE BANKS
AND THEIR PAST AND
PRESENT EMPLOYEES, AGENTS, ATTORNEYS, OFFICERS AND DIRECTORS AND ALL AFFILIATES
THEREFROM (COLLECTIVELY, THE “BANK RELEASEES”) FROM ANY AND ALL CLAIMS,
LIABILITIES, DEMANDS, ACTIONS, AND CAUSES OF ACTIONS OF ANY KIND WHATSOEVER,
WHETHER KNOWN OR UNKNOWN, CONTINGENT OR NON-CONTINGENT, LIQUIDATED OR
UNLIQUIDATED, WHICH IN ANY WAY RELATE TO ANY EVENT, CIRCUMSTANCE, ACTION, OR
FAILURE TO ACT FROM THE BEGINNING OF TIME TO THE DATE THIS AMENDMENT IS ACTUALLY
DELIVERED RELATED TO THE LOAN DOCUMENTS, THIS AMENDMENT, ANY COURSE OF DEALING
OR OTHER BUSINESS RELATIONSHIP (WHETHER OR NOT RELATED TO THE LOAN DOCUMENTS)
AND/OR ANY OTHER CREDIT OR OTHER BUSINESS RELATIONSHIP AMONG THE PARTIES (OR ANY
ONE OR MORE OF THEM) TO THIS AMENDMENT. THE BORROWER AND THE
GUARANTORS HEREBY ACKNOWLEDGE AND AGREE THAT THE BANK RELEASEES AT ALL TIMES
HAVE ACTED IN GOOD FAITH AND IN COMPLIANCE WITH ALL OBLIGATIONS THAT MIGHT HAVE
BEEN IMPOSED UNDER ANY AGREEMENTS BETWEEN OR AMONG, OR OTHER BUSINESS
RELATIONSHIP BETWEEN OR AMONG, THE BANK RELEASEES, THE BORROWER AND THE
GUARANTORS. THE BORROWER AND THE GUARANTORS FURTHER ACKNOWLEDGE AND
AGREE THAT THE BANK RELEASEES HAVE TAKEN NO ACTION, AND HAVE NOT FAILED TO TAKE
ANY ACTION, WHICH WOULD IMPAIR ANY COLLATERAL SECURING ANY OBLIGATIONS OF ANY OF
THEM TO THE BANK RELEASEES OR ANY RIGHTS OR ACTIONS THAT THE BANK RELEASEES
MIGHT HAVE AGAINST ANY OF THE BORROWER OR THE GUARANTORS. THIS RELEASE IS
NON-CONTINGENT AND ABSOLUTE.
16
6. REPRESENTATIONS, WARRANTIES,
AND COVENANTS OF THE BORROWER. To induce the Agent Bank and
the Banks to enter into this Amendment, the Borrower represents and warrants to
Agent Bank and the Banks as follows:
(a) The
Borrower has full power, authority, and capacity to enter into this Amendment,
and this Amendment constitutes the legal, valid and binding obligation of the
Borrower, enforceable against it in accordance with its respective
terms.
(b) No
uncured Event of Default under the Revolving Credit Notes or any of the other
Loan Documents has occurred which continues unwaived by the Agent Bank, and no
Potential Default exists as of the date hereof.
(c) The
Person executing this Amendment on behalf of the Borrower is duly authorized to
do so.
(d) The
representations and warranties made by the Borrower in any of the Loan Documents
are hereby remade and restated as of the date hereof.
(e) Except
as previously disclosed to the Agent Bank or disclosed in the Borrower’s filings
with the Securities and Exchange Commission, copies of which have been provided
previously to the Agent Bank, there are no material actions, suits, legal,
equitable, arbitration or administrative proceedings pending or threatened
against the Borrower, the adverse determination of which could have a material
adverse effect on the Loan Documents, the business operations or financial
condition of the Borrower and the Guarantors taken as a whole, or the ability of
the Borrower to fulfill its obligations under the Loan Documents.
(f) The
Borrower makes the representations and warranties set forth in 3.7 of the NPA
Amendment to the Banks.
(g) The 2009 Monthly Business
Plan provides a reasonable estimate of the future financial performance
of the Borrower and the Guarantors for the periods set forth
therein. The 2009 Monthly Business Plan has been prepared on the
basis of the assumptions set forth therein, which the Borrower believes are fair
and reasonable in light of current and reasonably foreseeable business
conditions at the time submitted to the Banks.
7. REPRESENTATIONS, WARRANTIES,
AND COVENANTS OF THE GUARANTORS. To induce the Agent Bank and
the Banks to enter into this Amendment, the Guarantors represent and warrant to
the Agent Bank and the Banks as follows:
17
(a) Each
Guarantor has full power, authority, and capacity to enter into this Amendment,
and this Amendment constitutes the legal, valid and binding obligations of such
Guarantor, enforceable against such Guarantor in accordance with their
terms.
(b) The
Person executing this Amendment on behalf of each Guarantor is duly authorized
to do so.
(c) The
representations and warranties made by each Guarantor in any of the Loan
Documents are hereby remade and restated as of the date hereof.
(d) Except
as previously disclosed to the Agent Bank, there are no material actions, suits,
legal, equitable, arbitration or administrative proceedings pending or
threatened against any Guarantor, the adverse determination of which could have
a material adverse effect on the Loan Documents, the business operations or
financial condition of the Borrower and the Guarantors taken as a whole or the
ability of any Guarantor to fulfill its obligations under the Guaranty
Agreement.
(e) The
Guarantors make the representations and warranties set forth in 3.7 of the NPA
Amendment to the Banks.
8. CONDITIONS
PRECEDENT. The obligations of the Agent Bank and the
Banks under this Amendment (including but not limited to the amendment of the
definition of the Revolving Loan Commitment Termination Date and the waivers
provided in Section 4 of this Amendment) are expressly conditioned upon, and
subject to the following:
(a) the
execution and delivery by the Borrower and the Guarantors of this
Amendment;
(b) the
payment to the Agent Bank, for the benefit of the Banks, of the Waiver Fee in
the amount of $375,000, plus payment of Agent Bank’s counsel fees in preparation
and closing of this Amendment and the documents associated with this Amendment
and any other out-of-pocket costs;
(c) Delivery
to the Agent Bank of a copy of the certificate of the corporate secretary of
Borrower certifying resolutions of the Borrower’s board of directors to the
effect that execution, delivery and performance of this Amendment have been duly
authorized and as to the incumbency of those authorized to execute and deliver
this Amendment and all other documents to be executed in connection
herewith;
(d) With
respect to each corporate Guarantor, delivery to the Agent Bank of a copy of the
certificate of the corporate secretary of each corporate Guarantor certifying
resolutions of such Guarantor’s board of directors to the effect that execution,
delivery and performance of this Amendment have been duly authorized and as to
the incumbency of those authorized to execute and deliver this Amendment and all
other documents to be executed in connection herewith;
18
(e) With
respect to each non-corporate Guarantor, delivery to the Agent Bank of a copy of
the certificate of the Secretary or other appropriate representative of such
Guarantor (i) certifying as to the authenticity, completeness and accuracy of,
and attaching copies of the written consent of the managers of such Guarantor
authorizing the execution, delivery and performance of this Amendment, and (ii)
certifying the names and true signatures of the officers of such Guarantor
authorized to execute and deliver on behalf of such Guarantor this
Amendment;
(f)
Delivery to the Agent Bank of opinions of counsel to Borrower
and the Guarantors, satisfactory to the Agent Bank;
(g) The
Agent Bank shall have reviewed the Fourth Amendment to Note Purchase Agreement
between the Borrower and the holders of the $55,000,000 Senior Notes
(the “NPA Amendment”), the provisions of which shall be in form and
substance satisfactory to the Agent Bank and the Banks (which provisions shall
include, but not be limited to, provisions extending the maturity of the 7.25%
Senior Notes, Series A from June 30, 2009 to at least January 15, 2010 and
provisions eliminating any requirement for a minimum amount of Revolving Loan
Commitments following pro rata reductions of the Revolving Loan Commitments and
the Senior Notes), and such Fourth Amendment to Note Purchase Agreement shall
have been executed by the Borrower and the holders of the $55,000,000 Senior
Notes;
(h) The
Borrower shall have received, and delivered to the Banks, the final drafts of
the audited financial statements for its 2008 fiscal year together with the
final drafts of the certificates and auditors’ opinion as required by Section
6.3 of the Loan Agreement, which financial statements and opinion shall be not
subject to any footnote or qualification which specifies that the Borrower may
not continue as a going concern for the year 2009; and
(i)
the Borrower shall have delivered to the Banks a copy of the Borrower’s
2009 Monthly Business Plan certified as true, correct and complete and in full
force and effect by a Responsible Officer of the Borrower, and such plan be in
form and substance satisfactory to the Banks.
9. MISCELLANEOUS.
A Final Financial
Statements. The Borrower shall deliver to the Banks, within
two Business Days after the 2009A Amendment Closing Date, the final versions of
the audited financial statements for its 2008 fiscal year together with the
final versions of the certificates and auditors’ opinion as required by Section
6.3 of the Loan Agreement, which financial statements and opinion shall be not
subject to any footnote or qualification which specifies that the Borrower may
not continue as a going concern for the year 2009. Failure to
comply with this provision shall be an Event of Default.
19
B. Illegality. In
case any one or more of the provisions contained in this Amendment should be
invalid, illegal or unenforceable in any respect, the validity, legality and
enforceability of the remaining provisions contained herein shall not in any way
be affected or impaired thereby.
C. Changes in
Writing. No modification, amendment or waiver of any provision
of this Amendment nor consent to any departure by the Borrower or any of the
Guarantors therefrom, will in any event be effective unless the same is in
writing and signed by the Agent Bank, and then such waiver or consent shall be
effective only in the specific instance and for the purpose for which
given.
D. Successors and
Assigns. This Amendment will be binding upon and inure to the
benefit of the Borrower, the Guarantors, the Agent Bank and the Banks and their
respective successors and assigns; provided, however, that neither
the Borrower nor the Guarantors may assign this Amendment in whole or in part
without the prior written consent of the Agent Bank, and the Agent Bank and the
Banks at any time may assign this Amendment in whole or in part, as provided in
Section 11 of the Loan Agreement.
E. Counterparts. This
Amendment may be signed in any number of counterpart copies and by the parties
hereto on separate counterparts, but all such copies shall constitute one and
the same instrument.
[THE
REMAINDER OF THIS PAGE IS LEFT BLANK ON PURPOSE]
20
Exhibit
10.1
IN
WITNESS WHEREOF, the Agent Bank, the Documentation Agent, each Bank, the
Borrower and each Guarantor has caused this Amendment to be duly executed as of
the day and year first above written but actually on the dates set forth
below.
|
JP
MORGAN CHASE BANK, N.A.
|
||
|
as
Administrative Agent,
Syndications
Agent and Collateral
Agent
|
||
|
By
|
/s/ Michael E. Lewis
|
|
|
Michael
E. Lewis
|
||
|
Senior
Vice President
|
||
|
Date:
|
|
|
BANK
OF AMERICA, N.A.,
|
||
|
successor
by merger to
|
||
|
LaSalle
Bank National Association,
as
Documentation Agent
|
||
|
By
|
/s/ Thomas P. Sullivan
|
|
|
Thomas
P. Sullivan
|
||
|
Vice
President
|
||
|
Date:
|
3.30.09
|
|
JPMORGAN CHASE
BANK, N.A.
as
a Bank
|
||
|
By
|
/s/ Michael E. Lewis
|
|
|
Michael
E. Lewis
|
||
|
Senior
Vice President
|
||
|
Date:
|
|
BANK
OF AMERICA, N.A.
|
||
|
Successor
by merger to
|
||
|
LaSalle
Bank National Association
|
||
|
as
a Bank
|
||
|
By
|
/s/ Thomas P. Sullivan
|
|
|
Thomas
P. Sullivan
|
||
|
Vice
President
|
||
|
Date:
|
3.30.09
|
21
|
NATIONAL
CITY BANK
|
||
|
as
a Bank
|
||
|
By
|
/s/ John A. Grohovsky
|
|
|
John
A. Grohovsky
|
||
|
Vice
President
|
||
|
Date:
|
03/31/09
|
22
|
SYPRIS
SOLUTIONS, INC.
|
||
|
(the
“Borrower”)
|
||
|
By
|
/s/ Jeffrey T. Gill
|
|
|
Jeffrey
T. Gill
|
||
|
President
and CEO
|
||
|
Date:
|
March 31,
2009
|
|
SYPRIS
TEST &
MEASUREMENT,
INC. a Delaware
corporation
(“ST&M”)
|
||
|
(as
a “Guarantor”)
|
||
|
By
|
/s/ Jeffrey T. Gill
|
|
|
Jeffrey
T. Gill
|
||
|
Chairman
|
||
|
Date:
|
March 31,
2009
|
|
SYPRIS
TECHNOLOGIES, INC.
|
||
|
a
Delaware corporation (“ST”)
|
||
|
(as
a “Guarantor”)
|
||
|
By
|
/s/ Jeffrey T. Gill
|
|
|
Jeffrey
T. Gill
|
||
|
Chairman
|
||
|
Date:
|
March 31,
2009
|
|
SYPRIS
ELECTRONICS, LLC
|
||
|
a
Delaware limited liability
|
||
|
company
(“SE”)
|
||
|
(as
a “Guarantor”)
|
||
|
By
|
/s/ Jeffrey T. Gill
|
|
|
Jeffrey
T. Gill
|
||
|
Chairman
|
||
|
Date:
|
March 31,
2009
|
23
|
SYPRIS
DATA SYSTEMS, INC.
|
||
|
a
Delaware corporation (“SDS”)
|
||
|
(as
a “Guarantor”)
|
||
|
By
|
/s/ Jeffrey T. Gill
|
|
|
Jeffrey
T. Gill
|
||
|
Chairman
|
||
|
Date:
|
March 31,
2009
|
|
SYPRIS
TECHNOLOGIES MARION, LLC
|
||
|
a
Delaware limited liability company
|
||
|
(“Marion”)
(as a “Guarantor”)
|
||
|
By
|
/s/ Jeffrey T. Gill
|
|
|
Jeffrey
T. Gill
|
||
|
Chairman
|
||
|
Date:
|
March 31,
2009
|
24
|
SYPRIS
TECHNOLOGIES
KENTON,
INC.
|
||
|
a
Delaware corporation (“STK”)
|
||
|
(as
a “Guarantor”)
|
||
|
By
|
/s/ Jeffrey T. Gill
|
|
|
Jeffrey
T. Gill
|
||
|
Chairman
|
||
|
Date:
|
March 31,
2009
|
|
SYPRIS
TECHNOLOGIES
|
||
|
MEXICAN
HOLDINGS, LLC
|
||
|
a
Delaware limited liability company
|
||
|
(“STMH”)
(as a “Guarantor”)
|
||
|
By
|
/s/ Jeffrey T. Gill
|
|
|
Jeffrey
T. Gill
|
||
|
Chairman
|
||
|
Date:
|
March 31,
2009
|
25
SCHEDULE
1.1
LIST OF
BANKS
JPMORGAN
CHASE BANK, N.A.
IN
1-0136
1 East
Ohio Street
Indianapolis,
IN 46277-0136
Attention:
Special Credits Department
BANK OF
AMERICA, N.A.
successor
by merger to
LaSalle
Bank National Association
231 S.
LaSalle Street
Chicago,
Illinois 60697
Attention:
Michael J. Hammond, Senior Vice President
NATIONAL
CITY BANK
101 S.
Fifth Street
Louisville,
KY 40202
Attention:
John A. Grohovsky, Vice President
SCHEDULE
1.2
LIST OF
GUARANTORS
SYPRIS
TEST & MEASUREMENT, INC.,
a
Delaware corporation (“ST&M”)
6120
Hanging Moss Road
Orlando,
Florida 32807
Attention:
President
SYPRIS
TECHNOLOGIES, INC.,
a
Delaware corporation (“ST”)
2820 West
Broadway
Louisville,
Kentucky 40211
Attention:
President
SYPRIS
ELECTRONICS, LLC, a Delaware limited
liability
company (“SE”)
10901
Malcolm McKinley Drive
Tampa,
Florida 33612
Attention:
President
SYPRIS
DATA SYSTEMS, INC.,
a
Delaware corporation (“SDS”)
605 East
Huntington Dr.
Monrovia,
California 91016
Attention: President
SYPRIS
TECHNOLOGIES MARION, LLC,
a
Delaware limited liability company (“Marion”)
1550
Marion Agosta Road
Marion,
Ohio 43302
Attn:
President
SYPRIS
TECHNOLOGIES KENTON, INC.,
a
Delaware corporation (“STK”)
101
Bullitt Lane, Suite 450
Louisville,
Kentucky 40222
Attention:
President
SYPRIS
TECHNOLOGIES MEXICAN HOLDINGS, LLC
a
Delaware limited liability company (“STMH”)
101
Bullitt Lane, Suite 450
Louisville,
Kentucky 40222
Attention:
President
SCHEDULE
2.1
SCHEDULE
OF REVOLVING LOAN COMMITMENTS AND
REVOLVING
CREDIT FACILITY PRO RATA SHARES
The
maximum amount of the Revolving Credit Facility is $50,000,000.
|
Revolving
|
Revolving
|
|||||||
|
Credit
Facility
|
Loan
|
|||||||
|
Name of Bank
|
Pro Rata Share
|
Commitment
|
||||||
|
JP
Morgan Chase Bank, NA
|
46.0 | % | $ | 23,000,000.00 | ||||
|
Bank
of America, N.A., successor by merger to LaSalle Bank National
Association
|
38.0 | % | $ | 19,000,000.00 | ||||
|
National
City Bank
|
16.0 | % | $ | 8,000,000.00 | ||||
|
Totals
|
100 | % | $ | 50,000,000.00 | ||||
SCHEDULE
7.10
CAPITAL
EXPENDITURE SCHEDULE
|
Category
|
Total
|
|||
|
Capacity
|
$ | 1,088,522 | ||
|
Cost
savings
|
1,059,473 | |||
|
Maintenance
& HSE
|
2,406,383 | |||
|
IT
|
531,060 | |||
|
Bus.
Process
|
142,500 | |||
|
Restructuring
capital expenditures
|
2,976,859 | |||
|
Total
|
$ | 8,204,797 | ||
EXHIBIT
A
FORM
OF COMPLIANCE CERTIFICATE
This Compliance Certificate is being
delivered to JPMorgan Chase Bank, N.A., as Agent Bank, pursuant to Section 6.3C
of that certain Amended and Restated Loan Agreement dated as of April 6, 2007,
as amended, among Sypris Solutions, Inc. as Borrower (the “Borrower”), certain
Guarantors (as defined in the Loan Agreement), the Agent Bank and the Banks (as
defined in the Loan Agreement) (together with all amendments, modifications and
supplements thereto and all restatements thereof, the “Loan
Agreement”). All capitalized terms used herein without definition
shall have the meanings assigned to those terms in the Loan
Agreement. The undersigned officer, on behalf of the Borrower,
certifies that as of the last day of the most recently ended Fiscal Quarter of
the Borrower dated __________, 20___ (the “Compliance Date”):
1. EBITDA. The
Borrower’s EBITDA for the Applicable Period (defined in Section 2 below),
determined as of the Compliance Date was _________, calculated as
follows:
|
(a)
|
Net
Income
|
|||
|
(b)
|
Interest
Expense
|
|||
|
(c)
|
provisions
for taxes based on income
|
|||
|
(d)
|
depreciation
|
|||
|
(e)
|
amortization
|
|||
|
(f)
|
non-cash
stock compensation
|
|||
|
expense,
reducing Net Income
|
||||
|
(g)
|
make-whole
expense related
|
|||
|
to
$55,000,000 Senior Notes
|
||||
|
(h)
|
Agent
Bank approved
|
|||
|
non-cash
charges
|
||||
|
(i)
|
non-cash
gains
|
|||
|
(j)
|
EBITDA
=
|
|||
|
sum
of (a) + (b) + (c) + (d) + (e)
|
||||
|
+
(f) + (g) + (h) - (i)
|
|
2.
|
Cumulative
Consolidated EBITDAR
|
The
Borrower’s Cumulative Consolidated EBITDAR for the applicable period identified
below (the "Applicable Period") was __________, calculated as follows (in each
subsection, information is to be provided for the Applicable
Period):
|
(a)
|
Last
day of Applicable Period
|
|||
|
(the
Applicable Period begins, in each case,
|
||||
|
on
April 6, and ends on one of the following:
|
||||
|
July
5, 2009, October 4, 2009 and
|
||||
|
December
31, 2009)
|
______ __,
2009
|
|||
|
(b)
|
Actual
EBITDA (from 1(j))
|
|||
|
(c)
|
Rent
paid
|
|||
|
(d)
|
Restructuring
charges
|
|||
|
(e)
|
Company
Retained Sale Proceeds
|
|||
|
(f)
|
Impairment
of long-lived assets,
|
|||
|
goodwill,
intangibles or shares of
|
||||
|
Dana
entities
|
||||
|
(g)
|
Translation
gains or losses
|
|||
|
due
to changes in foreign currency
|
||||
|
exchange
rates
|
||||
|
(h)
|
Cumulative
|
|||
|
Consolidated
EBITDAR
|
||||
|
sum
of (b) + (c) + (d) + (e) + (f) + (g)
|
||||
Requirement
[Section 7.7 of the Loan Agreement]:
"7.7 Cumulative Consolidated EBITDAR. The
Borrower will not permit the result of (i) EBITDA plus 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 Borrower’s financial statements, as determined on a consolidated
basis in accordance with GAAP, plus (iii) the Company Retained Sale
Proceeds from any
Strategic Divestiture made during such period; 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
Borrower’s statement of operations due to changes in foreign currency exchange
rates, all as determined on a consolidated basis in accordance with GAAP (such
result, “Cumulative Consolidated EBITDAR”), 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
|
||
|
3.
|
Adjusted Consolidated
Net Worth
|
The
Borrower’s Adjusted Consolidated Net Worth as of the last day of the fiscal
quarter identified below was ________:
|
(a)
|
Last
day of Fiscal Quarter
|
|
|
(June
30, 2009; September 30, 2009 or
|
||
|
December
31, 2009)
|
______ __,
2009
|
|
|
(b)
|
Adjusted
Consolidated Net Worth)
|
__________
|
Requirement
[Section 7.8 of the Loan Agreement]:
7.8 Adjusted Consolidated Net
Worth. The Borrower will not permit the sum of Adjusted
Consolidated Net Worth (as defined in the Note Purchase Agreement) 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 during year-to-date through
such fiscal quarter and reflected in such Adjusted Consolidated Net Worth, to be
less than the amount set forth 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 | ||
|
4.
|
Liquidity
|
The
Borrower’s Liquidity Amount for the last five Business Days of the fiscal month
ended __________, 2009, was $________, composed of $________________________
being the Cash Amount and $___________________ being the Availability
Amount.
Requirement
[Section 7.9 of the Loan Agreement]:
7.9 Liquidity. Over
the last five Business Days of each fiscal month, the sum of (1) the average
cash balance of the Borrower’s funds on hand (the “Cash Amount”) plus (2) the
average difference between (a) the Revolving Loan Commitments and (b) the sum of
(x) the entire aggregate outstanding principal balance of all Revolving Credit
Loans made by the Banks pursuant to this Loan Agreement, (y) the then existing
Letter of Credit Usage and (z) the then existing Swing Line Usage shall be
greater than or equal to the following amounts as of the following fiscal months
(such calculation, the “Availability Amount”) (the Cash Amount plus the
Availability Amount, the “Liquidity Amount”):
|
Fiscal
Month Ending
|
Monthly
Minimum Liquidity Amount
|
|||
|
April
5, 2009
|
$ | 2.5 million* | ||
|
May
3, 2009
|
$ | 2.5 million* | ||
|
May
31, 2009
|
$ | 2.5 million* | ||
|
July
5, 2009
|
$ | 2.5 million* | ||
|
August
2, 2009
|
$ | 1.0 million* | ||
|
August
30, 2009
|
$ | 1.0 million* | ||
|
October
4, 2009
|
$ | 2.5 million* | ||
|
November
1, 2009
|
$ | 1.0 million* | ||
|
November
29, 2009
|
$ | 2.5 million* | ||
|
December
31, 2009
|
$ | 6.0 million* | ||
*Provided
that the Monthly Minimum Liquidity Amount set forth in the table above shall
automatically be increased each fiscal month, beginning the fiscal month in
which the Borrower or any Subsidiary receives a tax refund from the government
of Mexico or any State or political subdivision of Mexico (a “Mexican Tax
Refund”) by the amount of the Mexican Tax Refund. Solely for purposes
of calculating the Cash Amount in any such fiscal month, if the Mexican Tax
Refund is received in the last five Business Days of a fiscal month, it shall be
deemed to have been received on the fourth Business Day preceding the last
Business Day of such fiscal month. Within five Business Days of the
receipt of any Mexican Tax Refund, the Borrower shall notify the Agent
Bank.
The
Borrower’s compliance with this provision shall be evidenced by the Borrower’s
delivery of a Compliance Certificate which is due 15 days after the end of each
fiscal month and which shall include a calculation of the Liquidity Amount,
separately setting forth the Availability Amount and the Cash Amount as
calculated for such prior month. In the event that the Borrower’s Liquidity
Amount falls below the Monthly Minimum Liquidity Amount in any fiscal month, the
Borrower shall present a reasonably detailed, written action plan to the
Lenders, no later than the delivery of its Compliance Certificate, designed to
ensure that the Liquidity Amount exceeds the Monthly Minimum Liquidity Amount
for the following fiscal month. In the event that the Borrower’s Liquidity
Amount falls below the Monthly Minimum Liquidity Amount in any two consecutive
fiscal months, such failure shall constitute an Event of Default
hereunder.”
5. Capital
Expenditures. The Capital Expenditures incurred by the
Borrower and the Guarantors since the 2009A Amendment Closing Date were $
_____________.
Requirement
[Section 7.10 of the Loan Agreement]: Other than as set forth in
Schedule 7.10
to the 2009A Amendment to Loan Documents, The Borrower and the Guarantors shall
not incur Capital Expenditures in excess of $2,000,000 prior to the Revolving
Loan Commitment Termination Date.
6. Operating Lease
Rentals. The Borrower’s Operating Lease Rentals incurred
during the calendar year as of the Compliance Date were $
_____________.
Requirement
[Section 7.11 of the Loan Agreement]: Requirement: Operating Lease
Rentals paid in any Fiscal Year shall not exceed $10,000,000.
7. Other
Covenants. The Borrower has not, during the proceeding Fiscal
Quarter ending on the Compliance Date, violated any of the other covenants
contained in Sections 6 and 7 of the Loan Agreement.
The undersigned officer of the Borrower
executing and delivering this Compliance Certificate on behalf of the Borrower
further certifies that he has reviewed the Loan Agreement and has no knowledge
of any event or condition which constitutes a Potential Default or an Event of
Default under the Loan Agreement or the other Loan Documents other than [if any
Potential Default or Event of Default has occurred, describe the same, the
period of existence thereof and what action the Borrower has taken or propose to
take with respect thereto].
IN WITNESS THEREOF, the Borrower,
through a duly authorized officer, has executed this Compliance Certificate this
_____ day of _______________, 20__.
|
SYPRIS
SOLUTIONS, INC.
|
|
|
By
|
|
|
Title:
|
|
|
(the
“Borrower”)
|
|
EXHIBIT
B
BUSINESS
PLAN
Balance
Sheet
Monthly
Data
|
BASE
CASE WITH ST REVENUE @ 155M
|
||||||||||||||||||||||||||||||||||||||||||||||||
|
2009
Forecast
|
||||||||||||||||||||||||||||||||||||||||||||||||
|
Jan
|
Feb
|
Mar
|
Apr
|
May
|
Jun
|
Jul
|
Aug
|
Sep
|
Oct
|
Nov
|
Dec
|
|||||||||||||||||||||||||||||||||||||
|
ASSETS:
|
||||||||||||||||||||||||||||||||||||||||||||||||
|
Cash
|
3,000 | 3,000 | 3,000 | 3,000 | 3,000 | 3,000 | 3,000 | 3,000 | 3,000 | 3,000 | 3,000 | 3,000 | ||||||||||||||||||||||||||||||||||||
|
Net
accounts receivable
|
39,829 | 46,702 | 42,595 | 41,550 | 40,653 | 39,785 | 40,814 | 39,421 | 40,707 | 44,779 | 44,751 | 43,040 | ||||||||||||||||||||||||||||||||||||
|
Net
inventory
|
49,505 | 45,628 | 43,462 | 40,802 | 39,654 | 38,121 | 38,864 | 39,084 | 37,473 | 36,913 | 37,120 | 36,316 | ||||||||||||||||||||||||||||||||||||
|
Other
current assets
|
12,099 | 10,817 | 11,942 | 11,936 | 12,140 | 12,341 | 11,625 | 11,402 | 11,238 | 11,086 | 10,971 | 10,692 | ||||||||||||||||||||||||||||||||||||
|
Total
current assets
|
104,433 | 106,147 | 100,999 | 97,288 | 95,447 | 93,247 | 94,303 | 92,907 | 92,419 | 95,777 | 95,842 | 93,048 | ||||||||||||||||||||||||||||||||||||
|
Marketable
securities
|
2,769 | 2,769 | 2,769 | 2,769 | 2,769 | 2,769 | 2,769 | 2,769 | 2,769 | 2,769 | 2,769 | 2,769 | ||||||||||||||||||||||||||||||||||||
|
Property,
plant & equipment
|
254,203 | 254,955 | 255,851 | 257,471 | 258,675 | 259,246 | 259,856 | 260,657 | 261,109 | 261,572 | 262,038 | 262,833 | ||||||||||||||||||||||||||||||||||||
|
Accumulated
depreciation
|
(153,246 | ) | (154,845 | ) | (156,512 | ) | (158,118 | ) | (159,659 | ) | (161,283 | ) | (162,905 | ) | (164,521 | ) | (166,127 | ) | (167,730 | ) | (169,326 | ) | (170,910 | ) | ||||||||||||||||||||||||
|
Net
property, plant & equipment
|
100,957 | 100,109 | 99,339 | 99,352 | 99,016 | 97,962 | 96,951 | 96,136 | 94,981 | 93,842 | 92,712 | 91,923 | ||||||||||||||||||||||||||||||||||||
|
Goodwill
|
13,837 | 13,837 | 13,837 | 13,837 | 13,837 | 13,837 | 13,837 | 13,837 | 13,837 | 13,837 | 13,837 | 13,837 | ||||||||||||||||||||||||||||||||||||
|
Other
assets
|
11,608 | 10,910 | 10,766 | 10,745 | 10,995 | 10,809 | 10,739 | 10,669 | 10,635 | 10,629 | 10,546 | 10,462 | ||||||||||||||||||||||||||||||||||||
|
Total
assets
|
233,604 | 233,773 | 227,710 | 223,992 | 222,065 | 218,625 | 218,600 | 216,319 | 214,642 | 216,855 | 215,707 | 212,039 | ||||||||||||||||||||||||||||||||||||
|
LIABILITIES
AND SHAREHOLDERS' EQUITY:
|
||||||||||||||||||||||||||||||||||||||||||||||||
|
Accounts
payable
|
39,370 | 39,274 | 38,968 | 35,154 | 37,812 | 36,686 | 36,785 | 37,064 | 39,494 | 40,090 | 41,564 | 42,422 | ||||||||||||||||||||||||||||||||||||
|
Accrued
liabilities
|
28,581 | 28,977 | 25,340 | 24,285 | 22,461 | 23,453 | 22,412 | 22,026 | 21,441 | 21,160 | 20,729 | 21,107 | ||||||||||||||||||||||||||||||||||||
|
Current
portion of long-term debt
|
- | - | - | - | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||
|
Total
current liabilities
|
67,951 | 68,251 | 64,308 | 59,439 | 60,273 | 60,139 | 59,197 | 59,091 | 60,935 | 61,249 | 62,293 | 63,529 | ||||||||||||||||||||||||||||||||||||
|
Revolving
credit facility
|
34,940 | 40,636 | 42,394 | 46,100 | 45,946 | 45,063 | 47,049 | 46,899 | 44,905 | 46,491 | 44,653 | 41,329 | ||||||||||||||||||||||||||||||||||||
|
Senior
notes
|
30,000 | 30,000 | 30,000 | 30,000 | 30,000 | 30,000 | 30,000 | 30,000 | 30,000 | 30,000 | 30,000 | 30,000 | ||||||||||||||||||||||||||||||||||||
|
Other
liabilities
|
46,806 | 46,503 | 46,271 | 46,385 | 46,650 | 46,941 | 46,555 | 46,219 | 45,911 | 45,670 | 45,481 | 45,320 | ||||||||||||||||||||||||||||||||||||
|
Intercompany
account
|
0 | - | - | - | - | - | - | 0 | (0 | ) | (0 | ) | (0 | ) | 0 | |||||||||||||||||||||||||||||||||
|
Total
liabilities
|
179,697 | 185,390 | 182,973 | 181,923 | 182,869 | 182,142 | 182,801 | 182,209 | 181,750 | 183,411 | 182,426 | 180,179 | ||||||||||||||||||||||||||||||||||||
|
Common
stock
|
195 | 195 | 195 | 195 | 195 | 195 | 195 | 195 | 195 | 195 | 195 | 195 | ||||||||||||||||||||||||||||||||||||
|
Additional
paid-in capital
|
146,781 | 146,824 | 146,866 | 146,908 | 146,951 | 146,993 | 147,035 | 147,077 | 147,120 | 147,162 | 147,204 | 147,247 | ||||||||||||||||||||||||||||||||||||
|
Reserved
for treasury stock
|
- | - | - | - | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||
|
Retained
earnings
|
(72,482 | ) | (76,349 | ) | (79,937 | ) | (82,648 | ) | (85,563 | ) | (88,318 | ) | (89,044 | ) | (90,776 | ) | (92,036 | ) | (91,526 | ) | (91,732 | ) | (93,194 | ) | ||||||||||||||||||||||||
|
Accumulated
OCI
|
(20,586 | ) | (22,286 | ) | (22,386 | ) | (22,386 | ) | (22,386 | ) | (22,386 | ) | (22,386 | ) | (22,386 | ) | (22,386 | ) | (22,386 | ) | (22,386 | ) | (22,386 | ) | ||||||||||||||||||||||||
|
Total
shareholders' equity
|
53,908 | 48,383 | 44,738 | 42,069 | 39,196 | 36,483 | 35,799 | 34,110 | 32,892 | 33,444 | 33,280 | 31,860 | ||||||||||||||||||||||||||||||||||||
|
Total
liabilities & shareholders' equity
|
233,604 | 233,773 | 227,710 | 223,992 | 222,065 | 218,625 | 218,600 | 216,319 | 214,642 | 216,855 | 215,707 | 212,039 | ||||||||||||||||||||||||||||||||||||
Sypris
Solutions Inc. and Subsidiaries
Income
Statement
Quarterly
Data
|
BASE
CASE WITH ST REVENUE @ 155M
|
BASE
CASE WITH ST REVENUE @ 155M
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
2009
Forecast
|
2009
Forecast
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Jan
|
Feb
|
Mar
|
Apr
|
May
|
Jun
|
Jul
|
Aug
|
Sep
|
Oct
|
Nov
|
Dec
|
Total
|
Q1
|
Q2
|
Q3
|
Q4
|
Total
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Net
revenue
|
27,389 | 24,839 | 27,708 | 24,310 | 24,611 | 29,865 | 25,371 | 25,074 | 30,350 | 30,949 | 29,235 | 30,232 | 329,933 | 79,936 | 78,786 | 80,794 | 90,417 | 329,933 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Cost
of sales
|
27,653 | 23,779 | 25,556 | 22,479 | 22,724 | 27,424 | 22,901 | 22,420 | 26,438 | 26,908 | 25,599 | 26,677 | 300,559 | 76,989 | 72,627 | 71,759 | 79,184 | 300,559 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Gross
profit
|
(265 | ) | 1,059 | 2,152 | 1,831 | 1,887 | 2,441 | 2,470 | 2,654 | 3,912 | 4,042 | 3,637 | 3,555 | 29,375 | 2,947 | 6,158 | 9,035 | 11,234 | 29,375 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Gross
profit %
|
(1.0 | )% | 4.3 | % | 7.8 | % | 7.5 | % | 7.7 | % | 8.2 | % | 9.7 | % | 10.6 | % | 12.9 | % | 13.1 | % | 12.4 | % | 11.8 | % | 8.9 | % | 3.7 | % | 7.8 | % | 11.2 | % | 12.4 | % | 8.9 | % | ||||||||||||||||||||||||||||||||||||
|
Selling
|
775 | 799 | 977 | 779 | 785 | 962 | 753 | 767 | 904 | 716 | 702 | 847 | 9,765 | 2,551 | 2,526 | 2,423 | 2,265 | 9,765 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
General
and administrative
|
2,577 | 2,637 | 3,179 | 2,568 | 2,425 | 2,971 | 2,098 | 2,018 | 2,541 | 1,983 | 1,886 | 2,452 | 29,336 | 8,392 | 7,964 | 6,657 | 6,322 | 29,336 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Research
and development
|
301 | 298 | 364 | 289 | 290 | 357 | 323 | 318 | 396 | 374 | 377 | 466 | 4,154 | 963 | 936 | 1,037 | 1,217 | 4,154 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Impairment
of goodwill
|
- | - | - | - | - | - | - | - | - | - | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Amortization
of intangible assets
|
14 | 13 | 14 | 13 | 14 | 13 | 14 | 14 | 13 | 13 | 13 | 14 | 167 | 42 | 41 | 42 | 41 | 167 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Special
charges
|
750 | 558 | 825 | 380 | 385 | 330 | 216 | 216 | 186 | 183 | 183 | 84 | 4,294 | 2,133 | 1,094 | 618 | 449 | 4,294 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Operating
expense
|
4,417 | 4,305 | 5,360 | 4,029 | 3,899 | 4,634 | 3,404 | 3,334 | 4,040 | 3,269 | 3,161 | 3,864 | 47,715 | 14,081 | 12,561 | 10,778 | 10,294 | 47,715 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Operating
income
|
(4,681 | ) | (3,245 | ) | (3,207 | ) | (2,199 | ) | (2,012 | ) | (2,193 | ) | (934 | ) | (680 | ) | (128 | ) | 772 | 476 | (309 | ) | (18,341 | ) | (11,134 | ) | (6,403 | ) | (1,743 | ) | 939 | (18,341 | ) | |||||||||||||||||||||||||||||||||||||||
|
Operating
income %
|
(17.1 | )% | (13.1 | )% | (11.6 | )% | (9.0 | )% | (8.2 | %) | (7.3 | %) | (3.7 | )% | (2.7 | )% | (0.4 | )% | 2.5 | % | 1.6 | % | (1.0 | )% | (5.6 | )% | (13.9 | )% | (8.1 | )% | (2.2 | )% | 1.0 | % | (5.6 | )% | ||||||||||||||||||||||||||||||||||||
|
Interest
expense, net
|
339 | 360 | 441 | 596 | 608 | 759 | 621 | 628 | 749 | 603 | 610 | 744 | 7,059 | 1,141 | 1,964 | 1,998 | 1,957 | 7,059 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Impairment
of marketable securities
|
- | - | - | - | - | - | - | - | - | - | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Other
expense, net
|
296 | 296 | (4 | ) | (4 | ) | (4 | ) | (4 | ) | (4 | ) | (4 | ) | (4 | ) | (4 | ) | (4 | ) | (4 | ) | 552 | 588 | (12 | ) | (12 | ) | (12 | ) | 552 | |||||||||||||||||||||||||||||||||||||||||
|
Pretax
income
|
(5,316 | ) | (3,902 | ) | (3,645 | ) | (2,791 | ) | (2,616 | ) | (2,948 | ) | (1,551 | ) | (1,304 | ) | (874 | ) | 174 | (130 | ) | (1,049 | ) | (25,951 | ) | (12,863 | ) | (8,355 | ) | (3,729 | ) | (1,005 | ) | (25,951 | ) | |||||||||||||||||||||||||||||||||||||
|
Pretax
income %
|
(19.4 | )% | (15.7 | )% | (13.2 | )% | (11.5 | )% | (10.6 | )% | (9.9 | %) | (6.1 | )% | (5.2 | )% | (2.9 | )% | 0.6 | % | (0.4 | )% | (3.5 | )% | (7.9 | )% | (16.1 | )% | (10.6 | )% | (4.6 | )% | (1.1 | )% | (7.9 | )% | ||||||||||||||||||||||||||||||||||||
|
Income
taxes
|
(15 | ) | (35 | ) | (57 | ) | (30 | ) | (1 | ) | 58 | (0 | ) | 3 | (13 | ) | 113 | 76 | (37 | ) | 63 | (106 | ) | 27 | (11 | ) | 153 | 63 | ||||||||||||||||||||||||||||||||||||||||||||
|
Net
income
|
(5,302 | ) | (3,867 | ) | (3,588 | ) | (2,761 | ) | (2,615 | ) | (3,005 | ) | (1,551 | ) | (1,306 | ) | (861 | ) | 60 | (206 | ) | (1,012 | ) | (26,014 | ) | (12,757 | ) | (8,382 | ) | (3,718 | ) | (1,158 | ) | (26,014 | ) | |||||||||||||||||||||||||||||||||||||
|
Net
income %
|
(19.4 | )% | (15.6 | )% | (12.9 | )% | (11.4 | )% | (10.6 | )% | (10.1 | %) | (6.1 | )% | (5.2 | )% | (2.8 | )% | 0.2 | % | (0.7 | )% | (3.3 | )% | (7.9 | )% | (16.0 | )% | (10.6 | )% | (4.6 | )% | (1.3 | )% | (7.9 | )% | ||||||||||||||||||||||||||||||||||||
|
Operating
income
|
(4,681 | ) | (3,245 | ) | (3,207 | ) | (2,199 | ) | (2,012 | ) | (2,193 | ) | (934 | ) | (680 | ) | (128 | ) | 772 | 476 | (309 | ) | (18,341 | ) | (11,134 | ) | (6,403 | ) | (1,743 | ) | 939 | (18,341 | ) | |||||||||||||||||||||||||||||||||||||||
|
Special
charges
|
750 | 558 | 825 | 380 | 385 | 330 | 216 | 216 | 186 | 183 | 183 | 84 | 4,294 | 2,133 | 1,094 | 618 | 449 | 4,294 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Other
expense, net
|
(296 | ) | (296 | ) | 4 | 4 | 4 | 4 | 4 | 4 | 4 | 4 | 4 | 4 | (552 | ) | (588 | ) | 12 | 12 | 12 | (552 | ) | |||||||||||||||||||||||||||||||||||||||||||||||||
|
EBIT
before restructuring
|
(4,228 | ) | (2,984 | ) | (2,378 | ) | (1,815 | ) | (1,623 | ) | (1,859 | ) | (714 | ) | (460 | ) | 62 | 959 | 663 | (221 | ) | (14,599 | ) | (9,590 | ) | (5,297 | ) | (1,113 | ) | 1,401 | (14,599 | ) | ||||||||||||||||||||||||||||||||||||||||
|
Depreciation
|
1,522 | 1,689 | 1,571 | 1,594 | 1,527 | 1,609 | 1,603 | 1,593 | 1,579 | 1,572 | 1,565 | 1,553 | 18,978 | 4,782 | 4,731 | 4,775 | 4,690 | 18,978 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Amortization
|
61 | 60 | 53 | 60 | 61 | 52 | 61 | 61 | 52 | 60 | 60 | 53 | 694 | 174 | 173 | 174 | 173 | 694 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
EBITDA
before restructuring
|
(2,645 | ) | (1,235 | ) | (754 | ) | (161 | ) | (35 | ) | (198 | ) | 949 | 1,194 | 1,693 | 2,591 | 2,288 | 1,385 | 5,073 | (4,634 | ) | (393 | ) | 3,836 | 6,264 | 5,073 | ||||||||||||||||||||||||||||||||||||||||||||||