Exhibit 10.41
NINTH AMENDMENT, dated as of December 31, 2001 (the "Amendment"), to
the Credit Agreement, dated as of October 9, 1997 (as amended, supplemented or
otherwise modified from time, the "Credit Agreement"), among CPI AEROSTRUCTURES,
INC., a New York corporation ("Holdings"), KOLAR, INC., a Delaware corporation
(the "Borrower"), the several banks and other financial institutions from time
to time parties thereto (collectively, the "Lenders"), and JPMORGAN CHASE BANK,
a New York banking corporation, as administrative agent for the Lenders (in such
capacity, the "Administrative Agent").
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, Holdings, the Borrower, the Lenders and the Administrative
Agent are parties to the Credit Agreement; and
WHEREAS, Holdings, and the Borrower have requested that the Lenders
agree to amend certain provisions in the Credit Agreement upon the terms and
subject to the conditions set forth herein; and
WHEREAS, the Administrative Agent and the Lenders are willing to agree
to the requested amendments;
NOW, THEREFORE, in consideration of the premises and the agreements
contained herein, the parties hereto hereby agree as follows
1. Defined Terms. Unless otherwise defined herein, terms defined in the
Credit Agreement and used herein shall have the meanings given to them in the
Credit Agreement.
2. Amendment to Section 2.3(a) of the Credit Agreement. Section 2.3(a) of
the Credit Agreement is hereby amended by deleting such Section in its entirety
and substituting in lieu thereof the following:
"(a) The Tranche A Term Loans shall mature on June 30, 2002 with the
amount outstanding on the effective date of the Amendment to this
Agreement to be paid in seven (7) consecutive monthly installments
payable on the Business Day of each month as follows:
December 31, 2001 $25,000.00
January 31, 2002 $50,000.00
February 28, 2002 $50,000.00
March 31, 2002 $50,000.00
April 30, 2002 $100,000.00
May 30, 2002 $100,000.00
June 30, 2002 $2,188,500.00
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3. Representations and Warranties. On and as of the date hereof, Holdings
and the Borrower hereby jointly and severally confirm, reaffirm and restate the
representations and warranties set forth in Section 3 of the Credit Agreement
mutatis mutandis. To the extent that any of the representations and warranties
set forth in Section 3 of the Credit Agreement expressly relate to a specific
earlier date, Holdings and the Borrower jointly and severally hereby confirm,
reaffirm and restate such representations and warranties as of such earlier
date.
4. Effectiveness. This Amendment shall become effective on the date (the
"Amendment Effective Date") on which the Administrative Agent shall have
received:
(i) an executed counterpart of this Amendment from Holdings, the
Borrower, and the Required Lenders; and
(ii) on or before January 31, 2002, stock certificates representing
(a) 30,000 shares of common stock in Holdings in the name of
JPMorgan Chase Bank, Chase Equity Associates L.P. or its or
their designee, and (b) 20,000 shares of common stock in
Holdings in the name of Mellon Bank, N.A. or its designee.
Such shares shall be duly issued, fully paid and
non-assessable subject to appropriate registration rights, and
free and clear of all liens, encumbrances and restrictions on
transferability.
(iii) on or before January 31, 2002, payment and performance of such
additional obligations as Borrower or Holdings shall have
hereunder, including but not limited to the obligations
described in paragraph 6 hereof.
5. Continuing Effect: No Other Amendments, Waivers or Consents. Except as
expressly provided herein, all of the terms and provisions of the Credit
Agreement are and shall remain in full force and effect. The amendments provided
for herein are limited to the specific subsections of the Credit Agreement
specified herein and shall not constitute a consent, waiver or amendment of, or
an indication of the Administrative Agent's or the Lenders' willingness to
consent to any action requiring consent under any other provisions of the Credit
Agreement or the same subsection for any other date or time period.
6. Expenses. Holdings and the Borrower agree to pay and reimburse the
Administrative Agent for all its reasonable costs and out-of-pocket expenses
incurred in connection with the preparation and delivery of this Amendment,
including, without limitation, the reasonable fees and disbursements of counsel
to the Administrative Agent, and to, compensate, pay and/or reimburse
Administrative Agent in accordance with such additional agreements as may have
been entered into between Borrower, Holdings, and Administrative Agent.
7. Counterparts. This Amendment may be executed in any number of
counterparts by the parties hereto (including by facsimile transmission), each
of which counterparts when so executed shall be an original, but all the
counterparts shall together constitute one and the same instrument.
8. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
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WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed and delivered by their respective duly authorized officers as of the
date written next to the signature of each party.
CPI AEROSTRUCTURES, INC.
By: /s/ Edward J. Fred
------------------------------
Name: Edward J. Fred
Title: President and Chief
Financial Officer
KOLAR, INC.
By: /s/ Edward J. Fred
------------------------------
Name: Edward J. Fred
Title: Executive Vice
President and
Chief Financial
Officer
JPMORGAN CHASE BANK
As administrative Agent
and as Lender
By: /s/ Richard E. Grabowski
------------------------------
Name: Richard E. Grabowski
Title: Vice President
MELLON BANK, N.A.
As Lender
By: /s/ Kim D. Elm
------------------------------
Name: Kim D. elm
Title: First Vice
President