Exhibit 10.33
SIXTH AMENDMENT, August 22, 2000 (this "Amendment), to the Credit
Agreement, dated as of October 9, 1997 (as amended by the First Amendment, dated
as of February 12, 1999, the Second Amendment, effective as of December 31, 1998
(entered into on April 15, 1999), the Third Amendment, dated as of April 23,
1999 the Fourth Amendment, dated as of December 30, 1999 (entered into on March
28, 2000) and the Fifth Amendment, dated as of June 12, 2000, 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 to Subsection 6.2(b). Subsection 6.2(b) of the Credit
Agreement is hereby amended by deleting "$750,000" therefrom and substituting in
lieu thereof "$2,250,000".
3. Amendment of Subsection 6.2(e). Subsection 6.2e) of the Credit
Agreement is hereby amended by deleting the section in its entirety and
substituting in lieu thereof the following:
"(e) Indebtedness incurred under (i) lines of credit ("Regular Lines of
Credit") from one or more Lenders in an aggregate principal amount not to exceed
$2,500,000 at any one time provided that the outstanding amount thereof shall
be reduced to zero for at least 30 consecutive days during each fiscal year of
Holdings and (ii) equipment lease lines of credit ("Lease Lines of Credit;"
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together with Regular Lines of Credit, "Permitted Lines of Credit") from one or
more Lenders for the purposes of acquiring Equipment in an aggregate principal
amount not to exceed $1,500,000 at any one time.
4. Amendment of Subsection 6.7. Section 6.7 of the Credit Agreement is
hereby amended by deleting the section in its entirety and substituting in lieu
thereof the following:
"Make or commit to make (by way of acquisition of securities of a Person
or otherwise) any Capital Expenditure, except Capital Expenditures of Holdings
and its Subsidiaries in the ordinary course of business not exceeding (a)
$2,160,000 in the aggregate for the fiscal year 2000 of Holdings and (b)
$750,000 in the aggregate for any fiscal year of Holdings after the fiscal year
2000.
5. 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.
6. Effectiveness. Upon receipt by the Administrative Agent of
counterparts of this (a) Amendment duly executed by Holdings, the Borrower and
all the Lenders, (b) a notice from Holdings and the Borrower to Xxxxx Machines
Inc. announcing the transactions as stated herein duly executed by Holdings and
the Borrower, this Amendment shall be effective as of the date hereof.
7. 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.
8. 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.
9. 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.
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10. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED
AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
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: Exec VP & CFO
XXXXX, INC.
/s/ Xxxxxx X. Xxxx
By____________________________
Name: Xxxxxx X. Xxxx
Title: Exec VP & CFO
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/ Xxxxx X. Xxxxxx
By____________________________
Name: Xxxxx X. Xxxxxx
Title: First Vice President
Mellon Financial Services, Corporation
Attorney-in-Fact for Mellon Bank, N.A.
