Exhibit 10.42
Xxxxx INC.
000 XXXXX XXXXXX XXXXXX, X.X. 00000
PHONE (000) 000-0000 FAX (000) 000-0000
January 4, 2002
JPMorgan Chase Bank
Administrative Agent
Re: Ninth Amendment to Credit Agreement among CPI AEROSTRUCTURES,
INC., a New York corporation ("Holdings"), XXXXX, INC., a
Delaware corporation (the "Borrower") and JPMorgan Chase Bank
as Administrative Agent and the Lenders party thereto.
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Dear Sirs:
This letter is supplemental to the Ninth Amendment to Credit
Agreement dated October 9, 1997 ("Ninth Amendment") among Holdings, Borrower,
JPMorgan Chase Bank as Administrative Agent and the Lenders party thereto, but
is for the benefit of Administrative Agent only. All capitalized terms used
herein shall, unless otherwise indicated, have the meanings assigned to them in
said Ninth Amendment.
In addition to the obligations of Holdings and Borrower
contained in said Ninth Amendment, Holdings and Borrower agree that, on or
before January 31, 2002, they will furnish to Administrative Agent, for its sole
benefit, stock certificates representing an additional 20,000 shares of common
stock in Holdings in the name of JPMorgan Chase Bank, Chase Equity Associates
L.P. or its or their 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.
JPMorgan Chase Bank
January 2, 2002
Page 2
Holdings and Borrower each acknowledge their understanding
that full compliance with the terms of this letter shall constitute one of the
conditions precedent to the Ninth Amendment becoming effective.
Very truly yours,
CPI AEROSTRUCTURES, INC.
By: /s/ Xxxxxx X. Xxxx
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Name: Xxxxxx X. Xxxx
Title: President and Chief Financial Officer
XXXXX, INC.
By: /s/ Xxxxxx X. Xxxx
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Name: Xxxxxx X. Xxxx
Title: Executive Vice President & CFO
