0001193125-06-054553 Sample Contracts

SYPRIS SOLUTIONS, INC. SECOND AMENDMENT TO NOTE PURCHASE AGREEMENT $7,500,000 4.73% Senior Notes, Series A Due June 30, 2009 $27,500,000 5.35% Senior Notes, Series B Due June 30, 2011 $20,000,000 5.78% Senior Notes, Series C Due June 30, 2014
Note Purchase Agreement • March 15th, 2006 • Sypris Solutions Inc • Industrial instruments for measurement, display, and control • Illinois

Reference is made to the Note Purchase Agreement dated as of June 1, 2004, as amended by a First Amendment to Note Purchase Agreement dated as of August 3, 2005 (as so amended, the “Note Agreement”), among Sypris Solutions, Inc., a Delaware corporation (the “Company”), and each of the Purchasers named in Schedule A thereto, pursuant to which the Company issued $7,500,000 aggregate principal amount of its 4.73% Senior Notes, Series A, due June 30, 2009, $27,500,000 aggregate principal amount of its 5.35% Senior Notes, Series B, due June 30, 2011 and $20,000,000 aggregate principal amount of its 5.78% Senior Notes, Series C, due June 30, 2014 (together, the “Notes”). You are referred to herein individually as a “Holder” and collectively as the “Holders.” Capitalized terms used and not otherwise defined in this Second Amendment to Note Purchase Agreement (this “Amendment”) shall have the meanings ascribed to them in the Note Agreement, as amended hereby.

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