Exhibit 10.30
THIRD AMENDMENT, dated as of April 23, 1999 (this "Amendment"), to the
Credit Agreement, dated as of October 9, 1997 (as amended by the First
Amendment, dated as of Feberuary 12, 1999 and the Second Amendment, effective as
of December 31, 1998 (entered into on April 15, 1999), and as the same may be
further amended, supplemented or otherwise modified from time to time, the
"Credit Agreement"), among CPI AEROSTRUCTURES, INC., a New York corporation
("Holdings"), XXXXX, INC., a Delaware corporation (the "Borrower"), the several
banks and other financial institutions from time to time parties thereto
(collectively, the "Lenders"), and THE CHASE MANHATTAN 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 amend
certain terms in the Credit Agreement and in the manner provided for herein; and
WHEREAS, the Administrative Agent and the Lenders are willing to agree
to the requested amendments;
NOW, THEREFORE, in consideration of the premises contained herein, the
parties hereto agree as follows:
1. Defined Terms. Unless otherwise defined herein, terms which are
defined in the Credit Agreement and used herein (and in the recitals
hereto) as defined terms are so used as so defined.
2. Amendment of Subsection 6.2. Subsection 6.2 of the Credit
Agreement is hereby amended by inserting at the end of such subsection the
following:
(h) Indebtedness incurred by Holdings under the line of credit
from Xxxxxx August, as evidenced by the Promissory Note, dated as of
April 23, 1999, made by Holdings in favor of Xxxxxx August in the
principal amount of $130,000.
3. Amendment to Subsection 6.10. Subsection 6.10 of the Credit
Agreement is hereby amended by deleting such subsection in its entirety and
substituting in lieu thereof the following:
6.10 Limitation on Transactions with Affiliates. Enter into any
transaction, including, without limitation, any purchase, sale, lease or
exchange of Property, the rendering of any service or the payment of any
management, advisory or similar fees, with any Affiliate (other than
Holdings or the Borrower) (excluding the line of credit extended to
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Holdings by Xxxxxx August, as evidenced by the Promissory Note, dated as
of April 23, 1999, made by Holdings in favor of Xxxxxx August in the
principal amount of $130,000) unless such transaction is (a) otherwise
permitted under this Agreement, (b) in the ordinary course of business
of Holdings, the Borrower or such Subsidiary, as the case may be, and
(c) upon fair and reasonable terms no less favorable to Holdings, the
Borrower or such Subsidiary, as the case may be, than it would obtain in
a comparable arm's length transaction with a Person which is not an
Affiliate.
4. 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 4relate 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.
5. Effectiveness. Upon receipt by the Administrative Agent of
counterparts of this Amendment duly executed by Holdings, the Borrower and all
the Lenders, this Amendment shall be effective as of the date hereof.
6. 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.
7. 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.
8. Counterparts. This Amendment may be executed in any number of
counterparts by the parties hereto (including by facsimile transmission), each
of which counterparts when to executed shall be an original, but all the
counterparts shall together constitute one and the same instrument.
9. 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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IN 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.
/s/ Xxxxxx X. Xxxx
By____________________________
Name: Xxxxxx X. Xxxx
Title: Vice President and Chief
Financial Officer
XXXXX, INC.
/s/ Xxxxxx X. Xxxx
By____________________________
Name: Xxxxxx X. Xxxx
Title: Vice President
THE CHASE MANHATTAN BANK,
as Administrative Agent and as a Lender
/s/ Xxxxxx X. Xxxxxx
By____________________________
Name: Xxxxxx X. Xxxxxx
Title: Vice President
MELLON BANK, N.A.,
as a Lender
/s/ Xxxxxxxxx X. Xxxxxxx
By____________________________
Name: Xxxxxxxxx X. Xxxxxxx
Title: First Vice President
Mellon Financial Services Corporation,
Attorney-in-Fact for Mellon Bank, N.A.
