Specified Defaults. Agent and Lender have notified, or hereby notify, the Company, that Company has failed to comply with following covenants: (i) the covenant contained in Section 6.1(c) of the Credit Agreement requiring the Company deliver to Agent and Lender a Compliance Certificate for each of the periods ending December 31, 2019 and January 31, 2020; (ii) the covenants contained in Section 6.1(d) for the period ending December 31, 2019 and Section 6.1(f) of the Credit Agreement for the periods ending November 30, 2019 through November 30, 2020; (iii) the covenant contained in Section 6.1(b) for the period ending December 31, 2019 requiring the Company to deliver an unqualified audit report from Company’s public accountants together with the Company’s audited financial statements; (iv) the covenants contained in Section 6.1(f) for the period ending December 31, 2019; (v) the covenants contained in Section 6.14 of the Credit Agreement requiring the satisfaction of the Milestones by April 20, 2020; (vi) the covenant contained in Section 2.8(a) and (b) of the Credit Agreement requiring the Company to pay the Paydown Amount of $40,000,000 from the sources specified Section 2.8(b) by September 30, 2020 (collectively, clauses (i) through (vi), the “Specified Defaults”). The Agent and Lenders hereby acknowledge that the Company disputes the existence of certain of the Specified Defaults. Agent and Lenders hereby represent and warrant to the Loan Parties that Agent and Lenders have no knowledge of any Defaults or Events of Default existing as of the date of this Agreement other than the Specified Defaults; provided that such representation and warranty shall not be considered or deemed to limit any obligation of the Loan Parties to notify Agent and Lender of any Default or Event of Default or limit the rights of Agent or Lenders to notify the Loan Parties of any Default or Event of Default existing as of the date of this Agreement of which Agent or Lenders did not have knowledge as of the date of this Agreement.
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Specified Defaults. Agent and Lender have notified, or hereby notify(a) Immediately following the closing of the transactions consummated by this Agreement, the Company, that Company has failed to comply with following covenants:
shall cure (i) the covenant contained in Section 6.1(c) Specified Defaults with respect to the Noteholders and the Exchanged Notes such that no default, or Event of Default, exists under the Supplemental Indenture with respect to the Noteholders and the Exchanged Notes, it being agreed and acknowledged by the parties hereto that the consummation of the Credit transactions contemplated by, and the performance by such parties of their obligations under, this Agreement requiring (including the Company deliver to Agent payment of all accrued and Lender a Compliance Certificate for each unpaid interest on the Notes through the Closing Date) shall result in the cure of the periods ending December 31such Specified Defaults, 2019 and January 31, 2020;
(ii) the covenants contained Payment Default with respect to the Notes, it being agreed and acknowledged by the parties hereto that the consummation of the transactions contemplated by, and the performance by such parties of their obligations under, this Agreement (including the funding of all accrued and unpaid interest on the Notes through the Closing Date) shall result in the cure of such Payment Default.
(b) Subject to the last sentence of Section 6.1(d4.11(c), the Company shall on the Closing Date, irrevocably deposit funds with the Trustee sufficient to pay the aggregate principal amount of all of the Notes (other than the Exchanged Notes) and interest on such Notes for the period ending December 31from April 1, 2019 and 2013 to, but excluding, June 26, 2013 (which funds shall be held by the Trustee for payment of any amounts due in accordance with Section 6.1(f4.11(c)).
(c) Within five (5) business days following the Closing, the Company shall commence a redemption of the Credit Agreement for the periods ending November 30, 2019 through November 30, 2020;
(iii) the covenant contained in Section 6.1(b) for the period ending December 31, 2019 requiring the Company to deliver an unqualified audit report from Company’s public accountants together with the Company’s audited financial statements;
(iv) the covenants contained in Section 6.1(f) for the period ending December 31, 2019;
(v) the covenants contained in Section 6.14 entire aggregate principal amount of the Credit Agreement requiring the satisfaction Notes then outstanding (plus accrued and unpaid interest) pursuant to Section 4.01 of the Milestones by April 20Supplemental Indenture. The Company shall complete such redemption within 30 days thereafter and, 2020;
(vi) at such time, redeem all Notes delivered to the covenant contained Trustee in Section 2.8(a) accordance with such redemption. Upon the redemption date, the trustee shall pay the principal amount of and (b) accrued interest then due on such Notes and then cancel such Notes, at which time no Notes will be outstanding. Notwithstanding the irrevocability of the Credit Agreement requiring funds deposited pursuant to Section 4.11(b), to the Company extent the amount of the funds deposited exceeds the amount of funds required to pay redeem the Paydown Amount of $40,000,000 from the sources specified Notes pursuant to this Section 2.8(b) by September 30, 2020 (collectively, clauses (i) through (vi4.11(c), the “Specified Defaults”). The Agent and Lenders hereby acknowledge that Company may direct the trustee to return such excess funds to the Company disputes following the existence of certain of the Specified Defaults. Agent and Lenders hereby represent and warrant to the Loan Parties that Agent and Lenders have no knowledge of any Defaults or Events of Default existing as of the date of this Agreement other than the Specified Defaults; provided that such representation and warranty shall not be considered or deemed to limit any obligation of the Loan Parties to notify Agent and Lender of any Default or Event of Default or limit the rights of Agent or Lenders to notify the Loan Parties of any Default or Event of Default existing as of the date of this Agreement of which Agent or Lenders did not have knowledge as of the date of this Agreementredemption date.
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Specified Defaults. Agent and Lender have notified, or hereby notify, the Company, that The Company has failed to comply with following covenants:
(i) the covenant contained in observe or perform Section 6.1(c10.1(a) of the Credit Existing Note Agreement requiring 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 “Consolidated Net Debt to EBITDA Ratio Failure”). The Company deliver has failed to Agent and Lender a Compliance Certificate for each of the periods ending December 31, 2019 and January 31, 2020;
(ii) the covenants contained in observe or perform Section 6.1(d) for the period ending December 31, 2019 and Section 6.1(f10.1(b) of the Credit Existing Note Agreement for by failing to maintain the periods ending November 30, 2019 through November 30, 2020;
ratio set forth therein as of its fourth Fiscal Quarter of 2008 and its first Fiscal Quarter of 2009 (iii) the covenant contained “Fixed Charge Coverage Failure”). The Company has failed to observe or perform Section 10.2 of the Existing Note 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 Adjusted Consolidated Net Worth Failure”). A breach of any representations and warranties which may have been included in Section 6.1(b) for the period ending December 31, 2019 requiring any certificate or instrument delivered by the Company related to deliver the Fixed Charge Coverage Failure, the Adjusted Funded Debt to EBITDA Ratio Failure and the Minimum Net Worth Failure (the “Representations and Warranties Failures”) provided the Company and the Current Noteholders represent that to the best knowledge of each of them respectively no such representation or warranty has been made. A failure to satisfy within the time required certain of the post closing obligations of Section 10.16 of the Existing Note Agreement (the “Condition Subsequent Failures”). A failure to provide within the time required certain informational reports delivered by the Company prior to the date hereof under the terms of the Existing Note Agreement (the “Reporting Failures”). Any failure to timely notify each holder of Notes that is an unqualified audit report from Company’s public accountants together with Institutional Investor, or any other Person, of the Company’s audited financial statements;
(iv) the covenants contained in Section 6.1(f) for the period ending December 31, 2019;
(v) the covenants contained in Section 6.14 knowledge of the Credit Consolidated Net Debt to EBITDA Ratio Failure, the Fixed Charge Coverage Failure and the Minimum Adjusted Consolidated Net Worth Failure as required by the Note Purchase Agreement requiring (the satisfaction “Notice Failures”). The Fixed Charge Coverage Failure, the Consolidated Net Debt to EBITDA Ratio Failure, the Minimum Adjusted Consolidated Net Worth Failure, the Representations and Warranties Failures, the Condition Subsequent Failures, and the Reporting Failures and the Notice Failures, as they are in effect on the date of the Milestones by April 20this Agreement, 2020;
(vi) the covenant contained in Section 2.8(a) and (b) of the Credit Agreement requiring the Company are collectively referred to pay the Paydown Amount of $40,000,000 from the sources specified Section 2.8(b) by September 30, 2020 (collectively, clauses (i) through (vi), as the “Specified Defaults”. No. AR-[___] [Date] $[________] PPN: 871655 C*5 FOR VALUE RECEIVED, the undersigned, SYPRIS SOLUTIONS, INC. (herein called the “Company”), a corporation organized and existing under the laws of the State of Delaware, promises to pay to [___________], or registered assigns, the principal sum of [________________] Dollars ($[_________]) on January 15, 2010, with interest (computed on the basis of a 360-day year of twelve 30-day months) (a) on the unpaid balance thereof at the rate of (i) 4.73% per annum at all times prior to, but not including, April 6, 2007, (ii) 7.25% per annum at all times on or after April 6, 2007 to, but not including, April 1, 2009, and (iii) 12.00% per annum at all times on or after April 1, 2009 (in each case subject to clause (b) below), payable monthly, on the last day of each calendar month in each calendar year, commencing with the first calendar month end next succeeding the date hereof, until the principal hereof shall have become due and payable, and (b) to the extent permitted by law, on any overdue payment of interest and, during the continuance of an Event of Default, on such unpaid balance and on any overdue payment of any Make-Whole Amount (as defined in the Note Purchase Agreement referred to below), payable monthly as aforesaid (or, at the option of the registered holder hereof, on demand), at a rate per annum from time to time equal to 14.00%. The Agent Payments of principal of, interest on and Lenders hereby acknowledge that any Make-Whole Amount with respect to this Note are to be made in lawful money of the United States of America at the principal office of ▇.▇. ▇▇▇▇▇▇ ▇▇▇▇▇ Bank, NA (or its successor) in Chicago, Illinois or at such other place as the Company disputes shall have designated by written notice to the existence holder of this Note as provided in the Note Purchase Agreement referred to below. This Note is one of a series of Senior Notes (herein called the “Notes”) issued pursuant to a Note Purchase Agreement dated as of June 1, 2004 (as from time to time amended, the “Note Purchase Agreement”), between the Company and the respective Purchasers named therein and is entitled to the benefits thereof. Each holder of this Note will be deemed, by its acceptance hereof, (i) to have agreed to the confidentiality provisions set forth in Section 20 of the Note Purchase Agreement and (ii) to have made the representations and agreements set forth in Section 6 of the Note Purchase Agreement. This Note is a registered Note and, as provided in the Note Purchase Agreement, upon surrender of this Note for registration of transfer, duly endorsed, or accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder’s attorney duly authorized in writing, a new Note for a like principal amount will be issued to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Company may treat the person in whose name this Note is registered as the owner hereof for the purpose of receiving payment and for all other purposes, and the Company will not be affected by any notice to the contrary. This Note is subject to optional prepayment, in whole or from time to time in part, and is subject to mandatory prepayment of principal and other amounts due under the Note Purchase Agreement, in each case at the times and on the terms specified in the Note Purchase Agreement but not otherwise. If an Event of Default, as defined in the Note Purchase Agreement, occurs and is continuing, the principal of this Note may be declared or otherwise become due and payable in the manner, at the price (including any applicable Make-Whole Amount) and with the effect provided in the Note Purchase Agreement. Payment of the principal of, and interest and Make-Whole Amount, if any, on this Note, and all other amounts due under the Note Purchase Agreement, is guaranteed pursuant to the terms of a Subsidiary Guaranty dated as of June 1, 2004 of certain Subsidiaries of the Specified DefaultsCompany, as amended or supplemented from time to time. Agent This Note shall be construed and Lenders hereby represent enforced in accordance with, and warrant to the Loan Parties that Agent and Lenders have no knowledge of any Defaults or Events of Default existing as of the date of this Agreement other than the Specified Defaults; provided that such representation and warranty shall not be considered or deemed to limit any obligation of the Loan Parties to notify Agent and Lender of any Default or Event of Default or limit the rights of Agent the parties shall be governed by, the law of the State of Illinois excluding choice-of-law principles of the law of such State that would require the application of the laws of a jurisdiction other than such State. By: Name: Title: No. BR-[___] [Date] $[________] PPN: 871655 C@3 FOR VALUE RECEIVED, the undersigned, SYPRIS SOLUTIONS, INC. (herein called the “Company”), a corporation organized and existing under the laws of the State of Delaware, promises to pay to [___________], or Lenders registered assigns, the principal sum of ________________] Dollars ($[_______]) on January 15, 2010, with interest (computed on the basis of a 360-day year of twelve 30 day months) (a) on the unpaid balance thereof at the rate of (i) 5.35% per annum at all times prior to, but not including, April 6, 2007, (ii) 7.45% per annum at all times on or after April 6, 2007 to, but not including, April 1, 2009, and (iii) 10.20% per annum at all times on or after April 1, 2009 (in each case subject to notify clause (b) below), payable monthly, on the Loan Parties last day of each calendar month in each calendar year, commencing with the first calendar month end next succeeding the date hereof, until the principal hereof shall have become due and payable, and (b) to the extent permitted by law, on any overdue payment of interest and, during the continuance of an Event of Default, on such unpaid balance and on any overdue payment of any Default Make-Whole Amount (as defined in the Note Purchase Agreement referred to below), payable monthly as aforesaid (or, at the option of the registered holder hereof, on demand), at a rate per annum from time to time equal to 12.20%. Payments of principal of, interest on and any Make-Whole Amount with respect to this Note are to be made in lawful money of the United States of America at the principal office of ▇.▇. ▇▇▇▇▇▇ Chase Bank, NA (or its successor) in Chicago, Illinois or at such other place as the Company shall have designated by written notice to the holder of this Note as provided in the Note Purchase Agreement referred to below. This Note is one of a series of Senior Notes (herein called the “Notes”) issued pursuant to a Note Purchase Agreement dated as of June 1, 2004 (as from time to time amended, the “Note Purchase Agreement”), between the Company and the respective Purchasers named therein and is entitled to the benefits thereof. Each holder of this Note will be deemed, by its acceptance hereof, (i) to have agreed to the confidentiality provisions set forth in Section 20 of the Note Purchase Agreement and (ii) to have made the representations and agreements set forth in Section 6 of the Note Purchase Agreement. This Note is a registered Note and, as provided in the Note Purchase Agreement, upon surrender of this Note for registration of transfer, duly endorsed, or accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder’s attorney duly authorized in writing, a new Note for a like principal amount will be issued to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Company may treat the person in whose name this Note is registered as the owner hereof for the purpose of receiving payment and for all other purposes, and the Company will not be affected by any notice to the contrary. This Note is subject to optional prepayment, in whole or from time to time in part, and is subject to mandatory prepayment of principal and other amounts due under the Note Purchase Agreement, in each case at the times and on the terms specified in the Note Purchase Agreement but not otherwise. If an Event of Default existing Default, as defined in the Note Purchase Agreement, occurs and is continuing, the principal of this Note may be declared or otherwise become due and payable in the manner, at the price (including any applicable Make-Whole Amount) and with the effect provided in the Note Purchase Agreement. Payment of the principal of, and interest and Make-Whole Amount, if any, on this Note, and all other amounts due under the Note Purchase Agreement, is guaranteed pursuant to the terms of a Subsidiary Guaranty dated as of June 1, 2004 of certain Subsidiaries of the Company, as amended or supplemented from time to time. This Note shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the law of the State of Illinois excluding choice-of-law principles of the law of such State that would require the application of the laws of a jurisdiction other than such State. By: Name: Title: No. CR-[___] [Date] $[________] PPN: 871655 C#1 FOR VALUE RECEIVED, the undersigned, SYPRIS SOLUTIONS, INC. (herein called the “Company”), a corporation organized and existing under the laws of the State of Delaware, promises to pay to [___________], or registered assigns, the principal sum of [________________] Dollars ($[________]) on January 15, 2010, with interest (computed on the basis of a 360-day year of twelve 30-day months) (a) on the unpaid balance thereof at the rate of (i) 5.78% per annum at all times prior to, but not including, April 6, 2007 and (ii) 7.55% per annum at all times on or after April 6, 2007 to, but not including, April 1, 2009, and (iii) 10.30% per annum at all times on or after April 1, 2009 (in each case subject to clause (b) below), payable monthly, on the last day of each calendar month in each calendar year, commencing with the first calendar month end next succeeding the date hereof until the principal hereof shall have become due and payable, and (b) to the extent permitted by law, on any overdue payment of interest and, during the continuance of an Event of Default, on such unpaid balance and on any overdue payment of any Make-Whole Amount (as defined in the Note Purchase Agreement referred to below), payable monthly as aforesaid (or, at the option of the registered holder hereof, on demand), at a rate per annum from time to time equal to 12.30%. Payments of principal of, interest on and any Make-Whole Amount with respect to this Note are to be made in lawful money of the United States of America at the principal office of ▇.▇. ▇▇▇▇▇▇ ▇▇▇▇▇ Bank, NA (or its successor) in Chicago, Illinois or at such other place as the Company shall have designated by written notice to the holder of this Note as provided in the Note Purchase Agreement referred to below. This Note is one of which Agent or Lenders did not have knowledge a series of Senior Notes (herein called the “Notes”) issued pursuant to a Note Purchase Agreement dated as of June 1, 2004 (as from time to time amended, the date “Note Purchase Agreement”), between the Company and the respective Purchasers named therein and is entitled to the benefits thereof. Each holder of this Note will be deemed, by its acceptance hereof, (i) to have agreed to the confidentiality provisions set forth in Section 20 of the Note Purchase Agreement and (ii) to have made the representations and agreements set forth in Section 6 of the Note Purchase Agreement.. This Note is a registered Note and, as provided in the Note Purchase Agreement, upon surrender of this Note for registration of transfer, duly endorsed, or accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder’s attorney duly authorized in writing, a new Note for a like principal amount will be issued to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Company may treat the person in whose name this Note is registered as the owner hereof for the purpose of receiving payment and for all other purposes, and the Company will not be affected by any notice to the contrary. This Note is subject to optional prepayment, in whole or from time to time in part, and is subject to mandatory prepayment of principal and other amounts due under the Note Purchase Agreement, in each case at the times and on the terms specified in the Note Purchase Agreement but not otherwise. If an Event of Default, as defined in the Note Purchase Agreement, occurs and is continuing, the principal of this Note may be declared or otherwise become due and payable in the manner, at the price (including any applicable Make-Whole Amount) and with the effect provided in the Note Purchase Agreement: Payment of the principal of, and interest and Make-Whole Amount, if any, on this Note, and all other amounts due under the Note Purchase Agreement, is guaranteed pursuant to the terms of a Subsidiary Guaranty dated as of June 1, 2004 of certain Subsidiaries of the Company, as amended or supplemented from time to time. This Note shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the law of the State of Illinois excluding choice-of-law principles of the law of such State that would require the application of the laws of a jurisdiction other than such State. By: Name: Title:
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Specified Defaults. Agent and Lender have notified, or hereby notify, the Company, that Company has failed to comply with following covenants:
(i) the covenant contained in Section 6.1(c) of the Credit Agreement requiring the Company deliver to Agent and Lender a Compliance Certificate for each of the periods ending December 31, 2019 and January 31, 2020;
(ii) the covenants contained in Section 6.1(d) for the period ending December 31, 2019 and Section 6.1(f) of the Credit Agreement for the periods ending November 30, 2019 through November 30, 2020;
(iii) the covenant contained in Section 6.1(b) for the period ending December 31, 2019 requiring the Company to deliver an unqualified audit report from Company’s public accountants together with the Company’s audited financial statements;
(iv) the covenants contained in Section 6.1(f6.1(g) for the period ending December 31, 2019;
(v) the covenants contained in Section 6.1(h)(ii) of the Credit Agreement for the reporting period from June 30, 2019 through December 31, 2020;
(vi) the covenants contained in Section 6.14 of the Credit Agreement requiring the satisfaction of the Milestones Milestone by April 20, 2020;
(vivii) the covenant contained in Section 2.8(a) and (b) of the Credit Agreement requiring the Company to pay the Paydown Amount of $40,000,000 from the sources specified Section 2.8(b) by September 30, 2020 (collectively, clauses (i) through (vivii), the “Specified Defaults”). The Agent and Lenders hereby acknowledge that the Company disputes the existence of certain of the Specified Defaults. Agent and Lenders hereby Lender represent and warrant to the Loan Parties that Agent and Lenders Lender have no knowledge of any Defaults or Events of Default existing as of the date of this Agreement other than the Specified Defaults; provided that such representation and warranty shall not be considered or deemed to limit any obligation of the Loan Parties to notify Agent and Lender of any Default or Event of Default or limit the rights of Agent or Lenders Lender to notify the Loan Parties of any Default or Event of Default existing as of the date of this Agreement of which Agent or Lenders Lender did not have knowledge as of the date of this Agreement.
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