EXHIBIT 10.52
CPI Aerostructures, Inc.
Guaranty Agreement Amendment
AMENDMENT dated as of June 25, 2002 to Guaranty Agreement (the
"Guaranty") dated October 9, 1997, given by CPI AEROSTRUCTURES, INC., a New York
corporation and its successors and assigns ("Guarantor"), in favor of RALOK,
INC. (formerly Xxxxx Machine, Inc.), a New York corporation ( "Principal"), to
secure all of the obligations and liabilities of Xxxxx, Inc., a Delaware
corporation ("Buyer") to Principal as set forth in the Guaranty and herein.
RECITALS
A. The Guaranty was previously issued to the Principal in connections 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. Buyer has executed and delivered to
Principal an Amended and Restated Note dated as of the date of this Amendment
(the "Amended Note").
C. Pursuant to the Asset Purchase Agreement the Guarantor guaranteed the payment
to principal of all obligations of the Buyer to the Principal under the Asset
Purchase Agreement (the "Obligations").
D. The Guaranty is expressly subordinate to certain other indebtedness of the
Guarantor pursuant to a certain Intercreditor and Subordination Agreement (as
defined in the Guaranty Agreement - hereafter "Subordination Agreement") as said
Subordination Agreement may be amended, supplemented or modified.
E. The Subordination Agreement has been amended such that, among other matters,
the obligation of the Guarantor has been extended to certain additional
indebtedness of the Guarantor in the amount of $704,484.41 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 Guarantor under the Guaranty are subordinated to the obligation of the
Guarantor to repay the Tranche C Loan, subject to the limitations contained in
the Subordination Agreement.
NOW, THEREFORE, in consideration of the foregoing and the terms,
conditions, and mutual covenants appearing in this Guaranty, the Guarantor and
the Principal hereby agree as follows:
Section 1. Section 11 of the Guaranty is hereby amended by adding an
additional sentence at the end thereof, reading as follows:
"WITHOUT LIMITATION OF THE FOREGOING, THE INDEBTEDNESS OF GUARANTOR
WHICH IS SUBORDINATED HEREBY INCLUDES THE INDEBTEDNESS OF THE GUARANTOR
IN RESPECT OF THE "TRANCHE C LOAN" AS DESCRIBED IN THE SUBORDINATION
AGREEMENT, AS THE SAME HAS BEEN AMENDED BY AMENDMENT OF EVEN DATE
HEREWITH, SUBJECT TO THE TERMS AND LIMITATIONS OF THE SUBORDINATION
AGREEMENT."
Section 2. Guarantor hereby acknowledges, ratifies and confirms that
without limiting the terms of the Guaranty, each and every obligation of the
Amended Note is subject to the Guaranty and that there are no defenses, offsets,
recoupments or counterclaims of any kind or description to the Guaranty. Except
as amended hereby, the terms of the Guaranty shall continue in full force and
effect.
Section 3. 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.
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IN WITNESS WHEREOF, the Guarantor has executed this Amendment
to Guaranty Agreement as of the day and year first written above.
CPI AEROSTRUCTURES, INC.
By: /s/ Xxxxxx X. Xxxx
--------------------------
Xxxxxx X. Xxxx, President
The foregoing amendment is accepted and approved.
Ralok, Inc.
By: /s/
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