Nevada
|
001-35927
|
80-0948413
|
State of
|
Commission
|
IRS Employer
|
Incorporation
|
File Number
|
I.D. Number
|
Exhibit No. | Description |
10.1 |
Amendment No. 13 to Amended and Restated Revolving Credit, Term Loan and Security Agreement.
|
AIR INDUSTRIES GROUP
|
|||
By:
|
/s/ Daniel R. Godin
|
||
Daniel R. Godin
|
|||
President and Chief Executive Officer
|
1)
|
ACKNOWLEDGMENT OF BALANCE.
Obligor acknowledges that the most recent statement of account sent to Obligor with respect to the Obligations is correct.
|
2)
|
MODIFICATIONS.
The Loan Agreement be and hereby is modified as follows:
|
3)
|
GUARANTOR’S RATIFICATION
. (A) Air Industries Group, a corporation organized under the laws of the State of Nevada (as successor by merger with Air Industries Group, Inc. f/k/a Gales Industries Incorporated, a Delaware corporation) hereby reaffirms its continuing obligations under the terms of that certain Guaranty and Suretyship Agreement dated August 24, 2007 executed by Air Industries Group, Inc. f/k/a Gales Industries Incorporated, a Delaware corporation, and (B) Air Realty Group, LLC, a Connecticut limited liability company hereby reaffirms its continuing obligations under the terms of that certain Continuing Unlimited Guaranty dated March 9, 2015 (collectively, the “Guaranty”), and acknowledge that (i) they have read this Agreement, (ii) the Obligations under the Loan Agreement are secured by the Guaranty, and (iii) they make such reaffirmation with full knowledge of the terms thereof.
|
4)
|
WAIVER OF DEFAULT
. Agent, on behalf of the Lenders, hereby waives Borrower’s failure to comply with Subsection 6.5(b) of the Loan Agreement, the Minimum EBITDA covenant, for the period ended June 30, 2016. Such waiver is solely for such periods and does not extend to any other default which might exist now or in the future.
|
5)
|
CONSENT TO AMEND CERTIFICATE OF INCORPORATION.
Notwithstanding any provision to the contrary contained in the Loan Agreement, the Agent, on behalf of the Lenders, hereby consents to Air Group amending its Certificate of Incorporation to increase its authorized Stock to 30,000,000 shares of Capital Stock, of which 25,000,000 shares shall be Common Stock and 5,000,000 shall be Preferred Stock.
|
6)
|
CONSENT TO ISSUE CONVERTIBLE NOTES.
Notwithstanding any provision to the contrary contained in the Loan Agreement, the Agent, on behalf of the Lender, hereby consents to Air Group issuing up to $4,250,000 principal amount of 12% Convertible (Subordinated) Notes due December 31, 2017 pursuant to the terms of a certain Securities Purchase Agreement dated August 19, 2016.
|
7)
|
ACKNOWLEDGMENTS.
Borrower acknowledges and represents that:
|
8)
|
PRECONDITIONS
. As preconditions to the effectiveness of any of the modifications, consents, or waivers contained herein, the Borrower agrees to:
|
9)
|
MISCELLANEOUS.
This Agreement shall be construed in accordance with and governed by the laws of the State of New York, without reference to that state’s conflicts of law principles. This Agreement, the Loan Agreement and the Other Documents constitute the sole agreement of the parties with respect to the subject matter thereof and supersede all oral negotiations and prior writings with respect to the subject matter thereof. No amendment of this Agreement, and no waiver of any one or more of the provisions hereof shall be effective unless set forth in writing and signed by the parties hereto. The illegality, unenforceability or inconsistency of any provision of this Agreement shall not in any way affect or impair the legality, enforceability or consistency of the remaining provisions of this Agreement, the Loan Agreement or the Other Documents. This Agreement, the Loan Agreement and the Other Documents are intended to be consistent. However, in the event of any inconsistencies among this Agreement, the Loan Agreement and/or any of the Other Documents, the terms of this Agreement, then the Loan Agreement, shall control. This Agreement may be executed in any number of counterparts and by the different parties on separate counterparts. Each such counterpart shall be deemed an original, but all such counterparts shall together constitute one and the same agreement.
|
10)
|
DEFINITIONS.
The terms used herein and not otherwise defined or modified herein shall have the meanings ascribed to them in the Loan Agreement. The terms used herein and not otherwise defined or modified herein or defined in the Loan Agreement shall have the meanings ascribed to them by the Uniform Commercial Code as enacted in State of New York.
|
ATTEST:
By:
/s/ Marianne Giglio
Name: MARIANNE GIGLIO
Title: Secretary
ATTEST:
By:
/s/ Marianne Giglio
Name: MARIANNE GIGLIO
Title: Secretary
ATTEST:
By:
/s/ Marianne Giglio
Name: MARIANNE GIGLIO
Title: Secretary
ATTEST:
By:
/s/ Marianne Giglio
Name: MARIANNE GIGLIO
Title: Secretary
|
AIR INDUSTRIES MACHINING, CORP.
By:
/s/ Daniel R. Godin
Name: DANIEL R. GODIN
Title: President
WELDING METALLURGY, INC.
(as
successor by merger with WMS Merger Corp.)
By:
/s/ Daniel R. Godin
Name: DANIEL R. GODIN
Title: President
NASSAU TOOL WORKS, INC.
(formerly known as NTW Operating Inc.)
By:
/s/ Daniel R. Godin
Name: DANIEL R. GODIN
Title: President
AIR INDUSTRIES GROUP
By:
/s/ Daniel R. Godin
Name: DANIEL R. GODIN
Title: President
|
ATTEST:
By:
/s/ Marianne Giglio
Name: MARIANNE GIGLIO
Title: Secretary
ATTEST:
By:
/s/ Marianne Giglio
Name: MARIANNE GIGLIO
Title: Secretary
ATTEST:
By:
/s/ Marianne Giglio
Name: MARIANNE GIGLIO
Title: Secretary
ATTEST:
By:
/s/ Marianne Giglio
Name: MARIANNE GIGLIO
Title: Secretary
ATTEST:
By:
/s/ Marianne Giglio
Name: MARIANNE GIGLIO
Title: Secretary
|
MILLER STUART INC.
By:
/s/ Daniel R. Godin
Name: DANIEL R. GODIN
Title: President
WOODBINE PRODUCTS, INC.
By:
/s/ Daniel R. Godin
Name: DANIEL R. GODIN
Title: President
EUR-PAC CORPORATION
By:
/s/ Daniel R. Godin
Name: DANIEL R. GODIN
Title: President
ELECTRONIC CONNECTION CORPORATION
By:
/s/ Daniel R. Godin
Name: DANIEL R. GODIN
Title: President
AMK WELDING, INC.
By:
/s/ Daniel R. Godin
Name: DANIEL R. GODIN
Title: President
|
ATTEST:
By:
/s/ Marianne Giglio
Name: MARIANNE GIGLIO
Title: Secretary
ATTEST:
By:
/s/ Marianne Giglio
Name: MARIANNE GIGLIO
Title: Secretary
|
THE STERLING ENGINEERING CORPORATION
By:
/s/ Daniel R. Godin
Name: DANIEL R. GODIN
Title: President
AIR REALTY GROUP, LLC
By:
/s/ Daniel R. Godin
Name: DANIEL R. GODIN
Title: President
|
PNC BANK, NATIONAL ASSOCIATION
Lender and as Agent
By:
/s/ Victor Alarcon
Name: VICTOR ALARCON
Title: Senior Vice President
|