EXHIBIT 10.50
CPI Aerostructures, Inc.
Seller Security Agreement Amendment
AMENDMENT dated as of June 25, 2002 to Security Agreement (the
"Guaranty") dated October 9, 1997, made by CPI AEROSTRUCTURES, INC. ("CPI")
XXXXX, INC., ("Buyer"), and RALOK, INC. (formerly Xxxxx Machine, Inc.), a New
York corporation ( "Seller"),
RECITALS
A. The parties previously executed a Security Agreement ("Original Security
Agreement") in connection with an Asset Purchase Agreement by and among CPI,
Buyer, Principal and Xxxxxx Xxxxxxx.
B. Pursuant to the Asset Purchase Agreement, Buyer issued an 8% convertible
subordinated promissory note (the "Note"), the payment of which was guaranteed
by the Guarantor pursuant to the Guaranty.
C. Pursuant to the Original Security Agreement the Buyer granted to Seller a
security interest ("Security Interest") in certain collateral (defined as
"Assets" in the Original Security Agreement) to secure the payment to principal
of all obligations of the Buyer to the Seller under the Asset Purchase Agreement
(the "Obligations").
D. The Security Interest is expressly subordinate to certain other indebtedness
of the Buyer pursuant to a certain Credit Agreement (the "Original Credit
Agreement") among the Buyer, CPI Aerostructures, Inc. JPMorgan Chase Bank
(formerly The Chase Manhattan Bank) as Administrative Agent and the Senior
Lenders described therein
E. The aforesaid Original Credit Agreement has been amended and restated as of
the date hereof (the "Amended and Restated Credit Agreement"), such that, among
other matters, the obligation of the Buyer has been extended to certain
additional indebtedness of the Buyer in the amount of $704,484.41 which is
described as the "Tranche C Loan" under an Amended and Restated Credit Agreement
of even date herewith among the Guarantor and Xxxxx, Inc. as co-borrowers,
JPMorgan Chase Bank as Administrative Agent and the Senior Lenders described
therein; and for avoidance of doubt the parties wish to confirm and agree that
the obligations of the Buyer under the Original Security Agreement are
subordinated to the obligation of the Buyer to repay the Tranche C Loan.
NOW, THEREFORE, in consideration of the foregoing and the terms,
conditions, and mutual covenants appearing in this Amendment, the Buyer and the
Seller hereby agree as follows:
1. Confirmation and Extension of Subordination Provisions The last paragraph of
Section 2 of the Security Agreement is hereby amended to read in its entirety as
follows:
"The parties hereto acknowledge that the security interest granted
hereby to the Seller shall be subordinate to the senior security
interest of JPMorgan Chase Bank (formerly The Chase Manhattan Bank) in
the collateral to the extent of the aggregate amount of the Tranche A,
Tranche B and Tranche C Loans, as such terms are defined in the Amended
and Restated Credit Agreement, to the extent of the aggregate
outstanding balances of such loans at any particular time (together
with any accrued and unpaid interest thereon) and as the same may be
assigned by the Lenders thereunder or refinanced by the Buyer, but only
to the extent that such refinancing does not increase the principal
that would be due under the Amended and Restated Credit Agreement
outstanding as of the date hereof. The subordination is subject to the
limitations contained in an Amendment to Intercreditor and
Subordination Agreement dated of even date herewith."
2. Continuing Security CPI and Buyer hereby acknowledge, ratify and confirm
that, without limiting the terms of the Original Security Agreement, each and
every obligation under a Amended and Restated Note executed and delivered by
Buyer to Seller and dated as of even date herewith is secured by security
interests granted under the Original Security Agreement.
3. No Other Changes Except as amended hereby, the terms of the Original Security
Agreement shall continue in full force and effect.
4. Counterparts. This Agreement may be executed in counterparts and all so
executed shall constitute one Agreement, binding on all parties notwithstanding
that all parties are not signatories to the original or the same counterpart.
IN WITNESS WHEREOF, the parties have executed this Amendment to
Security Agreement as of the day and year first written above.
CPI AEROSTRUCTURES, INC. XXXXX, Inc.
By: /s/ Xxxxxx X. Xxxx By: /s/ Xxxxxx X. Xxxx
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Xxxxxx X. Xxxx, President Xxxxxx X. Xxxx, Executive Vice President
RALOK, INC.
By: /s/
