Settlement Agreement
This
Settlement Agreement (the “Agreement”),
dated
as of May 10, 2006 (the ”Effective
Date”),
is
made by and between, on the one hand, Xxxx Corporation (“DC”),
Torque-Traction Manufacturing Technologies, Inc. (“TTM”)
and
Xxxx Heavy Axle Mexico, S.A. de C.V. (“DHAM”)
(collectively, “Dana”);
and,
on the other hand, Sypris Solutions, Inc. (“SS”),
Sypris Technologies, Inc. (“ST”),
Sypris Technologies Xxxxxx, LLC (“STM”)
and
Sypris Technologies Mexico, S. de X.X. de C.V. (“STMex”)
(collectively, “Sypris”,
collectively with Xxxx, the “Parties”).
Recitals
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A.
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On
March 3, 2006 (the “Petition
Date”),
DC, TTM and 39 of their affiliates (collectively, the ”Debtors”)
filed petitions for relief under chapter 11 of title 11 of the United
States Code (the “Bankruptcy
Code”)
in the United States Bankruptcy Court for the Southern District of
New
York (the “Bankruptcy
Court”).
The Debtors’ chapter 11 cases (collectively, the “Chapter 11
Cases”)
are being jointly administered under Case Number 06-10354 (BRL).
DHAM and
various other non-U.S. subsidiaries and affiliates of DC have not
filed
petitions for relief under chapter 11 of the Bankruptcy Code, nor
commenced any similar or ancillary insolvency or reorganization
proceedings.
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B.
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Before
the Petition Date, Xxxx and Sypris entered into the various agreements
listed on Exhibit 1 hereto, pursuant to which,
inter alia,
Sypris agreed to sell to Xxxx and Xxxx agreed to purchase from Sypris
various automotive parts required by Xxxx in connection with its
ongoing
business operations. In addition, in connection with the manufacture
of
parts by Sypris for Xxxx, certain of the agreements listed on
Exhibit 1 required Sypris to purchase from Xxxx certain raw
materials, component parts and subassemblies (collectively, the
“Materials”).
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C.
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As
of December 15, 2005, Xxxx and Sypris entered into a Temporary
Payment Assurances Agreement (the “Temporary Payment Agreement” and,
together with the agreements identified on Exhibit 1, the
“Agreements”),
which, inter
alia,
modified certain payment terms and conditions of the Xxxxxx Supply
Agreement, the Morganton Supply Agreement, and the Toluca Supply
Agreement
(collectively and as previously amended from time to time, the
“Supply
Agreements”)
and established procedures to ensure Dana’s compliance with its
obligations under the Supply Agreements and remedies in favor of
Sypris in
the event of further defaults by Xxxx under either the Supply Agreements
and/or the Temporary
Payment Agreement.
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D.
|
Sypris
ceased shipping goods to Xxxx on March 2, 2006, claiming that Xxxx
was
insolvent, had repudiated the terms of the Temporary Payment Agreement
and
had defaulted with respect to its obligations under the Supply Agreements
and the Temporary Payment Agreement. As a result of such alleged
defaults,
Sypris suspended further shipments of Parts (as defined in the Agreements)
to Xxxx on credit. Sypris further alleged that Xxxx was thereafter
required to pay for any Parts on a “cash before delivery” basis. Xxxx
denied that it was in default under the Temporary Payment Agreement
or
that it was obligated to pay for any Parts on a “cash before delivery”
basis.
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E.
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In
each case subject to reconciliation, in amounts which, as reflected
in
Schedule A attached herewith, the Parties do not reasonably expect
to be
in material dispute, the Parties acknowledge that (i) Xxxx is indebted
to
Sypris in the amount of $21,859,236 for certain Parts delivered to
Xxxx
prior to the Petition Date, exclusive of any other
claims
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ATI-2216226v3
which
Sypris may have (“Trade Payables”), (ii) Sypris is indebted to Xxxx in the
amount of $12,311,434 for certain Materials purchased by Sypris prior to the
Petition Date (the “Offsets”), (iii) the net amount of the Trade Payables less
the Offsets is $9,547,802 (the “Net Payables”), while (iv) $10,525,265 of the
Trade Payables represents the price of certain Parts sold within the 20 days
prior to the Petition Date (including Parts sold to Dana’s plants in the U.S.
under the Xxxxxx, Morganton or Toluca Supply Agreements) for which Sypris is
entitled to an administrative expense claim in accordance with section 503(b)(9)
of the Bankruptcy Code (the “Twenty Day Claim”).
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F.
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On
March 6, 2006, the Debtors filed a Notice of Repudiating Vendor with
the Bankruptcy Court concerning Sypris, alleging that Sypris had
refused
to sell Parts to Xxxx as required pursuant to the Agreements and,
in
connection with its hearing on various “first day” motions in the
Chapter 11 Cases, the Debtors made an oral application to the
Bankruptcy Court seeking to compel Sypris to perform under the Agreements
and to supply Xxxx with Parts on 45-day credit terms, including Parts
ordered from Sypris by DHAM (the “Oral
Application”).
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G.
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Sypris
has maintained and alleged in response to the Oral Application that,
following commencement of the Chapter 11 Cases, the applicable
payment terms due from Xxxx to Sypris under the Agreements should
continue
to be those in effect before the filing of the Chapter 11 cases,
which
Sypris believes to have been cash before delivery, payable weekly.
Xxxx
asserts that such terms were 45 days ACH, payable
daily.
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H.
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In
response to the Oral Application and in order to ensure that Xxxx
had a
supply of Parts essential for its continued business operations
immediately subsequent to the commencement of the Bankruptcy Cases,
the
Parties agreed to the entry of a temporary restraining order,
which,
inter alia,
provided for Sypris to supply Xxxx with Parts on 45-day credit terms
pending a preliminary hearing with respect to a further injunction
requiring performance by the Parties under the Agreements on 45-day
credit
terms.
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I.
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On
March 9, 2006, the Debtors initiated, but did not serve, an adversary
proceeding against Sypris in the Bankruptcy Court, identified as
Adversary
Proceeding No. 06-01337 (brl) (the “Adversary
Proceeding”),
seeking injunctive relief as originally requested in the Oral
Application.
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J.
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To
avoid the risks and costs that necessarily would be attendant in
connection with a hearing on the Oral Application and the continued
prosecution of the Adversary Proceeding, the Parties have agreed
to
resolve their disputes with respect to these matters without further
litigation and pursuant to the terms and conditions set forth
herein.
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Agreement
In
consideration of the foregoing recitals and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
Xxxx and Sypris agree that the following terms will govern performance under
the
Agreements:
1. Credit
Terms.
a. Commitment
for Continued Supply of Parts and Materials.
ST, STM
and STMex each agree to continue to sell Parts to DC, TTM and DHAM, as
applicable, and DC, TTM and DHAM each agree to buy all of their Requirements
(as
defined in the Agreements) for
ATI-2216226v3
-2-
Parts
from Sypris, pursuant to those Supply Agreements to which each of the foregoing
is a party, respectively. DC, TTM and DHAM further agree to sell to each of
ST,
STM and STMex the Materials required in connection with its production of such
Parts, pursuant to the terms and conditions of the Supply Agreements, except
as
otherwise provided for herein. Each of the Parties to any Supply Agreement
is
and shall remain jointly and severally liable with its co-Parties thereunder.
b. Length
of Credit. Xxxx
shall pay each invoice for Parts sold and delivered by Sypris’ plants located in
the US to Xxxx subsequent to the Petition Date via ACH transfer within 44 days
from the date of issuance of any such invoice, without any offset or deduction
for Materials or otherwise (except for ordinary course deductions for the price
of nonconforming Parts and invoicing errors). Xxxx shall pay each outstanding
invoice for Parts sold and delivered by Sypris’ plant located in Mexico to Xxxx
subsequent to the Petition Date via ACH transfer within 20 days from the date
of
any such invoice, without any offset or deduction for Materials or otherwise
(except for ordinary course deductions for the price of nonconforming Parts
and
invoicing errors) (and such payment terms shall survive the contemplated
conversion of DHAM to a maquiladora). Sypris shall pay each invoice for
Materials sold and delivered to it by DC, TTM and DHAM as applicable, subsequent
to the Petition Date within 59 days from the date of issuance of any such
invoice without offset or deduction (except for ordinary course deductions
for
the price of nonconforming Materials and invoicing errors). The date that an
invoice for Parts or Materials is due under this paragraph 1(b) is referred
to as the “Due
Date.”
c. Frequency
of Payment.
DC, TTM
and DHAM shall pay Sypris for all Parts sold and delivered to them subsequent
to
the Petition Date on a daily basis on each Due Date until such time as they
pay
any other suppliers of component parts on a weekly basis, and thereafter
payments shall be made by Xxxx to Sypris on a weekly basis for all invoices
for
which the Due Date will occur prior to the next scheduled weekly payment. Sypris
shall pay Xxxx for all Materials sold and delivered to Sypris by Xxxx subsequent
to the Petition Date pursuant to Sypris’ standard procedures.
d. Invoice
Register. In
addition to generating invoices for Parts shipped in the normal course, Sypris
shall send Xxxx a daily or weekly invoice register, as then applicable, showing
the minimum amounts due in advance of the next payment date. Sypris shall
consider any and all documented objections by Xxxx in good faith, and Sypris
may
remove from such daily or weekly invoice register any documented amounts which
it believes have been satisfactorily resolved for that day or week, provided
that Sypris shall not be deemed to have waived any such amount for other than
a
one week extension, except in an express, written waiver signed by the Chief
Financial Officer of Sypris. Acceptance of goods shall constitute acceptance
of
Sypris’ invoice for such goods, subject to any underlying rights that Xxxx xxx
have to revoke acceptance or to reject any non-conforming goods, in which cases
Xxxx shall promptly: give Sypris reasonably detailed written notice of all
grounds asserted as the basis for such revocation or rejection, and tender
all
such goods for return shipment.
e. Materials
Standards. Xxxx
agrees that all of the raw material, component part and subassembly price
standards currently charged to Sypris (including all landed costs to Sypris’
plant) shall remain unchanged a) until such time as the Supply Agreements are
assumed or rejected by Xxxx and DHAM and b) thereafter unless preceded by at
least 90 days’ advance written notice including reasonably detailed
documentation of the new standard prices for each applicable part number and
a
description of Dana’s plans, processes and timetables for implementing such new
prices.
ATI-2216226v3
-3-
f. Release.
Upon
the approval of this Agreement by the Bankruptcy Court, Xxxx will release and
forever discharge Sypris from any claims or causes of action that could have
been asserted based upon any action taken by Sypris pursuant to the Temporary
Payment Agreement.
2. Morganton
Purchasing.
Effective on a date agreed upon by the parties that shall be on or before May
15, 2006 (the “Morganton
Transition Date”),
Sypris shall be entitled to order all Materials required for the production
of
Parts by Sypris at its Morganton plant directly from Xxxx at the “standard”
Materials prices as reflected in the “standard” Parts prices currently in
effect, and Xxxx shall order all such Materials directly from Dana’s designated
suppliers. The Parties will cooperate in good faith to facilitate the purposes
of this paragraph.
3. Administrative
Claim.
Sypris
shall have an allowed administrative expense claim for all Parts sold and/or
delivered to Xxxx following the Petition Date, in accordance with
section 503(b) of the Bankruptcy Code.
4. 20-Day
Administrative Claim.
The
Twenty Day Claim shall be subject to reconciliation by the Parties on or before
May 19, 2006. Any disputes regarding the reconciliation shall be submitted
to
binding Arbitration as described in Section 11 hereto.
a. Partial
Payment. On or before May 11, 2006, Xxxx shall pay to Sypris $9,200,000, via
wire transfer in partial payment of the Twenty Day Claim (the “Partial
Payment”).
b. Treatment
of Remainder. Following the reconciliation described in paragraph 4(a) above,
the remainder of the Twenty Day Claim (the “Remaining Administrative Claim”)
shall be due and payable upon the final reconciliation or arbitration of the
Offsets or arbitration of the Offsets and Trade Payables pursuant to Section
6,
to the extent that such reconciliation results in a net amount due to Sypris
thereunder.
5. DHAM
Contingent Administrative Expense Claims.
In the
event of any insolvency, bankruptcy, liquidation, assignment to creditors,
appointment of a receiver or trustee or any other, similar event, exercise
of
rights, or proceedings under the Bankruptcy Code, or any other similar legal
or
administrative process in the U.S., Mexico or otherwise, with respect to DHAM
(each, a “DHAM
Default”),
in
addition to any other rights it may have, Sypris shall be entitled to an allowed
administrative expense claim against each of DC and TTM, entitled to priority
under section 503(b) of the Bankruptcy Code for the single recovery of the
sum
of any and all amounts due to Sypris by DHAM under any of the Agreements and/or
as a consequence of any DHAM Default (net of all amounts previously invoiced
for
raw materials, but not yet paid by Sypris to DHAM) (collectively the
“Contingent
Administrative Claims”).
DC or
TTM, or both, shall pay in cash a full, single recovery on the Contingent
Administrative Claims within 30 days after the DHAM Default. In the event of
any
delay in such payment, such claim shall accrue interest at a rate of 1% per
month, Sypris shall be entitled to reimbursement of its expenses to obtain
credit insurance for the duration of such delinquency and its costs to enforce
its remedies hereunder, including reasonable attorneys’ fees, and all of the
foregoing interest, costs and expenses shall be deemed to be allowed
administrative expense claims against each of DC and TTM, entitled to priority
under section 503(b) of the Bankruptcy Code.
6. Sypris’
Offset/Recoupment Rights.
Subject
to the reconciliation described below, the Parties acknowledge and agree that
Sypris has valid and enforceable setoff and/or recoupment rights with respect
to
the Offsets. The Parties shall confirm the amounts of the
ATI-2216226v3
-4-
Offsets
and the Trade Payables on or before May 19, 2006. Once confirmed, the Parties
will calculate the “Reconciliation Balance” by subtracting (a) the Partial
Payment paid to Sypris from (b) the confirmed Net Payables. In the event that
such Reconciliation Balance is positive, then Xxxx shall provide Sypris with
an
allowed administrative claim in an amount equal to the Reconciliation Balance
not to exceed, the Remaining Administrative Claim, and which will be paid by
wire transfer to Sypris within 5 days of any final determination. In the event
that such Reconciliation Balance is negative, Sypris shall pay Xxxx an amount
equal to the Reconciliation Balance by wire transfer to Xxxx within 5 days
of
such final determination. Any disputes regarding such reconciliation shall
be
submitted to binding Arbitration as described in Section 11 hereto. The Parties
further acknowledge that Sypris has previously claimed other setoff and/or
recoupment rights, which are reserved and neither recognized nor rejected by
this Agreement.
7. Default.
Each of
the following shall constitute an “Event
of Default”
hereunder:
a. The
termination, suspension, stay or injunction in restraint of any terms of this
Agreement.
b. The
administrative insolvency of DC or TTM, DC or TTM’s failure to timely pay
chapter 11 administrative expenses as they come due, conversion of DC or TTM’s
Chapter 11 Case to a case under chapter 7 of the Bankruptcy Code, dismissal
of DC or TTM’s Chapter 11 Case or the appointment of a chapter 11 trustee
or an examiner with expanded powers in DC or TTM’s Chapter 11
Case.
c. The
termination of, or the occurrence of any event of default under, the Debtors’
postpetition financing facility, that is not timely cured, unless in Sypris’
reasonable judgment, such default increases the risk of nonpayment by Xxxx
to
Sypris, despite being cured. Xxxx will give Sypris written notice of any such
termination or event of default within two business days thereof.
d. The
failure of any Xxxx entity to timely make any payment due pursuant to the terms
of this Agreement or any of the Agreements, or the rejection or termination
of
this Agreement or any of the Agreements.
e. Any
DHAM
Default.
8. Notice
of Default.
Any
Sypris party to this Agreement shall provide to any Xxxx party to this
Agreement, in accordance with Section 9 of this Agreement, written notice
of the occurrence of an Event of Default (a “Notice
of Default”),
identifying the nature of the default. The party or parties receiving a Notice
of Default shall have five business days following receipt of the Notice of
Default during which they may cure the default and provide evidence of such
cure
(hereafter “Timely Cured”). No right to cure shall exist following the
occurrence of three prior Events of Default. For the purposes of this paragraph,
five late payments that are Timely Cured shall constitute one Event of
Default.
9. Remedies
Based Upon Continuing Event of Default.
Upon
the occurrence of any Event of Default and if such Event of Default is not
timely cured, Sypris shall have those rights and remedies, or any combination
thereof, as described in this Section, except to the extent waived by Sypris
in
writing:
a. Suspension
of Credit.
No
further credit shall be extended to Xxxx, and Xxxx shall be required to pay
on a
cash-in-advance basis for Parts sold and/or delivered
ATI-2216226v3
-5-
following
an Event of Default, which shall be made on a daily basis in accordance with
Dana’s initial payment procedures as outlined in Section 1(c)
hereof.
b. Acceleration
of Payments.
All
invoices issued by Sypris for Parts delivered under the Agreements and this
Agreement after the Filing Date and prior to such Event of Default shall become
immediately due and payable by wire transfer of good funds from the defaulting
party to Sypris. In the event of any delay in such payment, such claim shall
accrue interest at a rate of 1% per month, and Sypris shall be entitled to
reimbursement of its expenses to obtain credit insurance for the duration of
such delinquency and its costs to enforce its remedies hereunder, including
reasonable attorneys’ fees.
c. The
Automatic Stay. In
the
event that Xxxx or one of its entities defaults pursuant to paragraphs 8 and
9
of this Agreement, upon five (5) days written notice from Sypris to Xxxx, the
automatic stay provisions of section 362 of the Bankruptcy Code shall be vacated
and modified to the extent necessary to permit Sypris to exercise, immediately
upon such occurrence, without further demand or notice or any further approval
of the Bankruptcy Court all rights and remedies or any combination thereof.
In
the event of such default by Xxxx or one of its entities, all payments referred
to in paragraph 9(b) of this Agreement shall be an allowed administrative
expense claim against DC or TTM, entitled to priority under section 503(b)
of
the Bankruptcy Code.
10. Notices.
Any
notices in connection with this Agreement shall be in writing and served either
by (a) telefax, (b) hand delivery or (c) reputable overnight delivery service,
all charges prepaid, to the addresses below, but regardless of the delivery
method shall be deemed to have been given to any recipient when
received:
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If
to Sypris:
SYPRIS
SOLUTIONS, INC.
Attn:
General Counsel
000
Xxxxxxx Xxxx, Xxxxx 000
Xxxxxxxxxx,
Xxxxxxxx 00000
with
copies to:
KLESTADT
& XXXXXXX, LLP
Attorneys
to Sypris
Attn:
Xxxxx X. Xxxxxxxx, Esq.
000
Xxxxxxx Xxxxxx, 00xx Xxxxx
Xxx
Xxxx, Xxx Xxxx 00000
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If
to Dana:
XXXX
CORPORATION
Attn:
Xxxxxx Commons, Esq.
0000 Xxxx
Xxxxxx
Xxxxxx,
Xxxx 00000
with
copies to:
XXXXX
DAY
Attorneys
to Xxxx Corporation
Attn:
Xxxxxxx X. Xxxxxxx, Esq.
00
Xxxx Xxxxxx
Xxxxxxx,
Xxxxxxxx 00000-0000
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11. Alternative
Dispute Resolution and Jurisdiction.
a. Any
reconciliation regarding Sections 4, 5 or 6 hereof (to be concluded by May
19,
2006) shall be limited to confirming the number of Parts sold and delivered
by
Sypris before the Petition Date and the quantities of Materials delivered
to
Sypris before the Petition Date; provided further that solely for the purposes
of such reconciliations, Sypris’ books and records shall govern with respect to
any determination of the applicable prices of such Parts and the application
of
Dana’s payments to any particular invoice Notwithstanding the foregoing
sentence, such reconciliation shall be without prejudice to either Party’s
rights, including but not
limited to Dana’s ability to challenge Sypris’ books and records in any arbitration pursuant to this paragraph, or in any future disputes between the parties.
ATI-2216226v3
-6-
limited to Dana’s ability to challenge Sypris’ books and records in any arbitration pursuant to this paragraph, or in any future disputes between the parties.
b. The
Parties hereby agree to submit any and all future disputes arising from the
Supply Agreements, other than the determination of the Debtors’ assumption or
rejection of any of the Agreements, to the following Alternative Dispute
Resolution mechanism (“ADR”): (i) either party may initiate non-binding
mediation by written notice to the other Parties with respect to any issue(s)
arising from this Agreement or the Agreements within fifteen days thereafter;
(ii) except as specifically set forth in this Agreement, both parties may
initiate binding arbitration on an expedited basis, by written notice to the
other Parties with respect to any issue(s) arising from this Agreement or the
Agreements, with scheduled to ensure that a final determination is issued within
60 days after the date of such notice, in accordance with the CPR Rules for
Non-Administered Arbitration of Business Disputes. Notwithstanding anything
contained in this paragraph, the parties hereby agree that any disputes
regarding (a) the reconciliations in Section 11(a), (b) Sypris’ reserved offset
claims with respect to the Morganton Supply Agreement, and (c) the pricing,
requirements, volume or timing of any Parts or Materials pursuant to the
Agreements (including any damages relating thereto), or any issue integral
to
the foregoing may be submitted to binding arbitration pursuant to the terms
of
this paragraph by either party acting alone. Nothing contained in the preceding
sentence shall limit any Party from asserting that issues must be submitted
to
binding arbitration pursuant to the Supply Contracts. On a basis consistent
with
the foregoing, the Bankruptcy Court shall have exclusive jurisdiction to review
any arbitration award obtained hereunder (for abuse of the arbitrator’s
discretion) or to resolve any other matters arising under this Agreement, except
for disputes between Sypris and DHAM.
12. Amendment
Only.
This
Agreement is merely an amendment to the Agreements and is not intended to be,
and may not be construed to be, a novation of the Agreement, an independent,
postpetition contract or an assumption of the Agreements. This Agreement is
limited to the terms stated expressly herein and all terms and conditions of
the
Agreements not expressly amended herein remain in effect (if still in effect
under the Agreements) except to any extent inconsistent with this Agreement.
This Agreement shall supersede the Temporary Payment Agreement.
13. Entire
Agreement.
This
Agreement constitutes the entire agreement between the parties as to the
Agreements. Any and all representations, written or oral, not stated expressly
herein or in the Agreements themselves (the terms of which are hereby
incorporated by reference herein) are not part of this Agreement, and are
superseded by this Agreement.
14. Bankruptcy
Court Approval.
The
agreements herein are conditioned upon, and subject to, the entry of an order
of
the Bankruptcy Court approving this Agreement, on or before May 17, 2006. Xxxx
agrees to seek such approval as promptly as reasonably practicable after the
parties’ execution of this Agreement. The parties shall prepare an appropriate
Setoff Notice consistent with this Agreement pursuant to the Order Pursuant
to
Sections 105(a), 363(a)(7) and 553(a) of the Bankruptcy Code, for an Order
Establishing Procedures for the Setoff of Mutual Pre-petition Obligations of
the
Debtors and Certain of their Customers, Vendors and Affiliates. Notwithstanding
this paragraph, upon the execution of the Agreement, the parties shall
immediately begin performance of those obligations set forth in paragraphs
1, 2,
3 and 4 of this Agreement.
ATI-2216226v3
-7-
15. Withdrawal
of Adversary Proceeding.
Promptly after obtaining Bankruptcy Court approval of this Agreement, the
Debtors shall withdraw the Adversary Proceeding, without prejudice.
16. Reservation
of Rights.
Notwithstanding anything to the contrary contained herein, this Agreement shall
not and does not constitute an acknowledgment by Sypris that this Agreement
and/or one or more of the Agreements may be assumed and/or assigned by Xxxx
pursuant to Section 365 of the Bankruptcy Code. Unless expressly and
specifically waived hereinabove, Sypris reserves all rights, claims, and
remedies that may be available to Sypris, including without limitation, with
respect to any breaches of the Agreements and the right to oppose or contest
any
effort by Xxxx to terminate, transfer, reject, assume and/or assign one or
more
of the Agreements and/or this Agreement.
17. Confidentiality.
Unless
otherwise required by law or court order, Sypris and any party it consulted
with
in connection with the subject matter hereof agree to keep this Agreement
confidential, and agree not to disclose, to any party, person or entity, any
of
the terms of this Agreement. Each person to whom the terms of this Agreement
are
disclosed due to a court order or other legal requirement shall be informed
of
the confidentiality provisions of this Agreement and shall also be bound by
the
confidentiality provisions. In addition, the parties acknowledge that this
Agreement or the terms hereof may be disclosed the extent necessary to obtain
Bankruptcy Court approval of this Agreement.
18. Authority.
Each
person who executes this Agreement represents that he or she is duly authorized
to execute this Agreement on behalf of the respective parties and that each
such
party has full knowledge of and has consented to this Agreement, provided
that,
with
respect to Dana, such authority is subject to approval by the Bankruptcy
Court.
For
Xxxx
Corporation, Torque-Traction Manufacturing Technologies, Inc. and Xxxx Heavy
Axle Mexico, S.A. de C.V.:
/s/
Xxxx X.
Xxxxxx
Name:
Xxxx X. Xxxxxx
Title:
VP
Purchasing
Date:
May
10, 2006
For
Sypris Solutions, Inc.; Sypris Technologies, Inc.; Sypris Technologies Xxxxxx,
LLC and Sypris Technologies Mexico, S. de X.X. de C.V.:
/s/
Xxxx X.
XxXxxxxx
Name:
Xxxx X. XxXxxxxx
Title:
General Counsel
Date:
May
10, 2006
ATI-2216226v3
-8-
EXHIBIT
1 - CORE AGREEMENTS, CLOSING DATES AND PARTIES
|
May
31, 2001
|
Parties
|
|
Xxxxxx
Supply Agreement
|
DC,
ST**, STM
|
|
Xxxxxx
Asset Purchase Agreement
|
DC,
ST**
|
|
Deed
|
DC,
STM
|
|
**successor
to Tube Turns Technologies, Inc.
|
|
|
December
8, 2003
|
|
|
Morganton
Supply Agreement
|
DC,
TTM, ST
|
|
Addendum
to Xxxxxx Supply Agreement
|
DC,
ST, STM
|
|
Morganton
Asset Purchase Agreement
|
DC,
ST
|
|
Deed
|
DC,
ST
|
|
March
31, 2004
|
|
|
Spare
Parts Agreement for Morganton, Glasgow and Humboldt
|
DC,
ST
|
|
First
Addendum to Morganton Supply Agreement
|
DC,
ST
|
|
June
30, 2004
|
|
|
2004
Addendum to Xxxxxx Supply Agreement
|
DC,
ST, STM
|
|
Toluca
Supply Agreement*
|
DC,
DHAM, ST, STMex
|
|
Toluca
Lease
|
DHAM,
STMex
|
|
Second
Addendum to Morganton Supply Agreement
|
DC,
ST
|
|
Toluca
Asset Purchase Agreement
|
DC,
DHAM, SS, STMex
|
|
Deed
|
DHAM,
STMex
|
|
Indemnification
Agreement (Hammer)(12/7/05)
|
DC,
SS
|
|
Asset
Purchase Agreement for Glasgow and Humboldt
|
DC,
STMex
|
|
September
30, 2004
|
|
|
Asset
Purchase Agreement (Humboldt Housings)
|
DC,
ST
|
|
Third
Addendum to Morganton Supply Agreement
|
DC,
ST
|
|
Fourth
Addendum to Morganton Supply Agreement
|
DC,
ST
|
|
First
Addendum to Toluca Supply Agreement
|
DC,
DHAM, ST, STMex
|
|
Second
Addendum to Toluca Supply Agreement
|
DC,
DHAM, ST, STMex
|
|
Third
Addendum to Xxxxxx Supply Agreement
|
DC,
ST, STM
|
|
December
31, 2004
|
|
|
First
Addendum to Asset Purchase Agreement (Humboldt Seam
Welding)
|
DC,
ST
|
|
Third
Addendum to Toluca Supply Agreement
|
DC,
DHAM, ST, STMex
|
|
Fifth
Addendum to Morganton Supply Agreement
|
DC,
ST
|
|
July
10, 2005
|
|
|
Asset
Purchase Agreement (Glasgow Secondary Gears)
|
DC,
ST
|
|
Fourth
Addendum to Toluca Supply Agreement
|
DC,
DHAM, ST, STMex
|
|
Fourth
Addendum to Xxxxxx Supply Agreement
|
DC,
ST, STM
|
|
Fifth
Addendum to Xxxxxx Supply Agreement
|
DC,
ST, STM
|
ATI-2216226v3
