0001094891-02-000264 Sample Contracts

AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • June 27th, 2002 • Cpi Aerostructures Inc • Aircraft parts & auxiliary equipment, nec • New York
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RECITALS:
Guarantee and Collateral Agreement • June 27th, 2002 • Cpi Aerostructures Inc • Aircraft parts & auxiliary equipment, nec
RECITALS
Intercreditor and Subordination Agreement • June 27th, 2002 • Cpi Aerostructures Inc • Aircraft parts & auxiliary equipment, nec
TERM NOTE
Term Note • June 27th, 2002 • Cpi Aerostructures Inc • Aircraft parts & auxiliary equipment, nec

This Note (a) is one of the Tranche C Term Notes referred to in the Amended and Restated Credit Agreement dated as of the date hereof (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement"), among the Borrowers, the Lender, the other banks and financial institutions from time to time parties thereto and JPMorgan Chase Bank, as agent, (b) is subject to the provisions of the Credit Agreement and (c) is subject to optional and mandatory prepayment in whole or in part as provided in the Credit Agreement. This Note is secured and guaranteed as provided in the Loan Documents (as defined in the Credit Agreement). Reference is hereby made to the Loan Documents for a description of the properties and assets in which a security interest has been granted, the nature and extent of the security and the guarantees, the terms and conditions upon which the security interests and each guarantee were granted and the rights of the holder of this Note in respect thereof.

JPMORGAN CHASE BANK Senior Mortgagee SUBORDINATION AGREEMENT
Subordination Agreement • June 27th, 2002 • Cpi Aerostructures Inc • Aircraft parts & auxiliary equipment, nec • New York
EXHIBIT 10.44 FORM OF REPLACEMENT TERM NOTE (Tranche A and Tranche B)
Cpi Aerostructures Inc • June 27th, 2002 • Aircraft parts & auxiliary equipment, nec

This Note (a) is one of the Replacement Term Notes referred to in the Amended and Restated Credit Agreement dated as of June ___, 2002 (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement"), among the Borrowers, the Lender, the other banks and financial institutions from time to time parties thereto and JPMorgan Chase Bank, as agent, (b) is subject to the provisions of the Credit Agreement and (c) is subject to optional and mandatory prepayment in whole or in part as provided in the Credit Agreement. This Note is secured and guaranteed as provided in the Loan Documents (as defined in the Credit Agreement). Reference is hereby made to the Loan Documents for a description of the properties and assets in which a security interest has been granted, the nature and extent of the security and the guarantees, the terms and conditions upon which the security interests and each guarantee were granted and the rights of the holder of this Note in respect thereof

RECITALS
Guaranty Agreement Amendment • June 27th, 2002 • Cpi Aerostructures Inc • Aircraft parts & auxiliary equipment, nec
RECITALS
Security Agreement • June 27th, 2002 • Cpi Aerostructures Inc • Aircraft parts & auxiliary equipment, nec
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