Exhibit 10.24
EXHIBIT A
AMENDED AND RESTATED REVOLVING CREDIT NOTE
$1,000,000 Melville, New York
October 19, 2006
Reference is made to the $5,000,000 Revolving Credit Note dated September
12, 2003 made by CPI Aerostructures, Inc. and payable to JPMorgan Chase Bank
("Existing Note"). Borrower (as defined below) and Bank (as defined below) each
agree that to the extent that this Amended and Restated Revolving Credit Note
amends the Existing Note, the Existing Note is amended, and to the extent that
this Amended and Restated Revolving Credit Note restates the Existing Note, the
Existing Note is restated.
FOR VALUE RECEIVED, CPI Aerostructures, Inc. ("Borrower") hereby promises
to pay to the order of JPMorgan Chase Bank, N.A. ("Bank") at the office of Bank
located at 395 North Service Road, Suite 302, Melville, New York 11747 or at
such other location as Bank may direct, the principal sum of $1,000,000, or if
less, the aggregate unpaid principal amount of all Revolving Credit Loans made
by Bank to Borrower pursuant to the Credit Agreement referred to below on the
Revolving Credit Facility Termination Date (as defined in the Credit Agreement
referred to below).
Borrower also promises to pay interest on the unpaid principal balance of
this Amended and Restated Revolving Credit Note, for the period any principal is
outstanding under such Note, at the office specified above, at the time and rate
per annum specified in the Credit Agreement referred to below. Any amount of
principal or interest due and payable pursuant to this Amended and Restated
Revolving Credit Note which is not paid when due, whether by stated maturity,
acceleration or otherwise, shall bear interest from the date when due until said
principal amount or interest is paid in full, payable on demand, at a rate per
annum equal at all times to the Default Rate.
Borrower hereby authorizes Bank to endorse on the Schedule annexed to this
Amended and Restated Revolving Credit Note the amount of all Revolving Credit
Loans made to Borrower by Bank and all continuations, conversions and payments
of principal amounts in respect of the Revolving Credit Loans, which
endorsements shall, in the absence of manifest error, be conclusive as to the
outstanding principal amount of all Revolving Credit Loans owed to Bank,
provided, however, that the failure to make such notation with respect to any
Revolving Credit Loan or payment shall not limit or otherwise affect the
obligation of Borrower under the Credit Agreement or this Amended and Restated
Revolving Credit Note.
If this Amended and Restated Revolving Credit Note becomes due and payable
on a day other than a Business Day, the maturity of this Note shall be extended
to the next
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following Business Day, and interest shall be payable on such installment at the
rate specified in this Amended and Restated Revolving Credit Note during such
extension.
All payments on this Amended and Restated Revolving Credit Note shall be
made in lawful money of the United States of America in immediately available
funds.
Reference is made to the Amended and Restated Revolving Credit Agreement
dated October 19, 2006 between Borrower and Bank (the Revolving Credit
Agreement, as it be amended from time to time, being the "Credit Agreement").
This Amended and Restated Revolving Credit Note is the Revolving Credit Note
referenced in the Credit Agreement and evidences the Revolving Credit Loans made
by Bank to Borrower pursuant to the Credit Agreement. All capitalized terms used
in this Amended and Restated Revolving Credit Note which are not defined in this
Amended and Restated Revolving Credit Note shall have the meaning specified for
such term in the Credit Agreement.
The Credit Agreement provides for the acceleration of the maturity of the
Revolving Credit upon the occurrence of an Event of Default and for prepayments
on the terms and conditions set forth in such Credit Agreement.
Borrower hereby waives presentment, notice of dishonor, protest and any
other notice or formality with respect to this Amended and Restated Revolving
Credit Note.
This Amended and Restated Revolving Credit Note shall be governed by, and
interpreted and construed in accordance with, the laws of the state of New York,
without regard to its conflicts of law provisions.
CPI Aerostructures, Inc.
By: /S/ Edward J. Fred
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Name: Edward J. Fred
Title: President and CEO
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SCHEDULE TO AMENDED AND RESTATED REVOLVING CREDIT NOTE OF
CPI AEROSTRUCTURES, INC.
Unpaid Name of
Date Loan Amount of Principal Person
Made or Type of Amount of Principal Balance of Making
Repaid Loan Loan Repayment Loans Notation
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