Exhibit 10.22


 


Execution
version


 


EIGHTEENTH
AMENDMENT TO AMENDED AND RESTATED

REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT


 


THIS
EIGHTEENTH AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT (this “Eighteenth Amendment”)
is entered effective February 8, 2019 by and among AIR INDUSTRIES MACHINING, CORP. (as successor by merger with Gales Industries
Acquisition Corp., Inc.) (“Air”), a corporation organized under the laws of the State of New York, NASSAU TOOL WORKS,
INC. (formerly known as NTW Operating Inc.) (“Nassau”), a corporation organized under the laws of the State of New
York, EUR-PAC CORPORATION (“EUR-PAC”), a corporation organized under the laws of the State of Connecticut, ELECTRONIC
CONNECTION CORPORATION (“ECC”), a corporation organized under the laws of the State of Connecticut, and THE STERLING
ENGINEERING CORPORATION (“STERLING”), a corporation organized under the laws of the State of Connecticut, (“Sterling,”
and collectively with Air, Nassau, EUR-PAC and ECC, the “Borrower”), AIR INDUSTRIES GROUP (as successor by merger
with Air Industries Group, Inc. f/k/a Gales Industries Incorporated, a Delaware corporation)(“AIR GROUP”) a corporation
organized under the laws of the State of Nevada and AIR REALTY GROUP, LLC, (“REALTY”), a limited liability company
organized under the laws of the State of Connecticut, (REALTY collectively with AIR GROUP, “Guarantor”), (collectively,
Borrower and Guarantor, each an “Obligor”), and PNC BANK, NATIONAL ASSOCIATION (“PNC”), the various financial
institutions named therein or which hereafter become a party thereto, (together with PNC, collectively, “Lenders”)
and PNC as agent for Lenders (in such capacity, “Agent”).


 


RECITALS


 


WHEREAS,
Obligor and PNC entered into a certain Amended and Restated Revolving Credit, Term Loan and Security Agreement dated June 27,
2013 (which has been, is being and may be further amended, replaced, restated, modified and/or extended, the “Loan Agreement”);


 


WHEREAS,
Obligor and PNC have agreed to modify the terms of the Loan Agreement as set forth in this Eighteenth Amendment.


 


WHEREAS,
on December 31, 2018 the parties executed a certain Seventeenth Amendment with respect to the Loan Agreement, pursuant to which
the Minimum EBITDA covenant set forth in Section 6.5 of the Loan Agreement was to be determined by Agent and documented after
the closing of the Seventeenth Amendment.


 


NOW,
THEREFORE, in consideration of PNC’s continued extension of credit and the agreements contained herein, the parties agree
as follows:


 




     


     


    

 


AGREEMENT


 


		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:



 


		(a)	The
following definition is hereby amended and restated or added to Section 1.2 of the Loan Agreement to read as follows:



 


“Eighteenth
Amendment Closing Date” shall mean Febuary 8, 2019.


 


		(b)	Section
6.5 is hereby amended to read as follows:



 


Minimum
EBITDA. Maintain EBITDA of not less than (i) $1,500,000 for the twelve-month period ending December 31, 2018, (ii) $655,000
for the three-month period ending March 31, 2019, (iii) $1,860,000 for the six-month period ending June 30, 2019 and (iv) $3,110,000
for the nine-month period ending September 30, 2019.


 


		3)	GUARANTOR’S
                                         RATIFICATION. (A) AIR GROUP 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 each acknowledges
                                         that (i) it has read this Eighteenth Amendment, (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)	ACKNOWLEDGMENTS.
                                         Obligor acknowledges and represents that:



 


		(A)	the
Loan Agreement and Other Documents, as amended hereby, are in full force and effect without any defense, claim, counterclaim,
right or claim of set-off;



 


		(B)	to
the best of its knowledge, no default by the Agent or Lenders in the performance of their duties under the Loan Agreement or the
Other Documents has occurred;



 


		(C)	all
representations and warranties of each Obligor contained herein, in the Loan Agreement and in the Other Documents are true and
correct in all material respects as of this date, except for any representation or warranty that specifically refers to an earlier
date;



 


		(D)	Obligor
has taken all necessary action to authorize the execution and delivery of this Eighteenth Amendment; and



 


		(E)	this
Eighteenth Amendment is a modification of an existing obligation and is not a novation.



 



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		5)	CONDITIONS.
                                         As conditions to the effectiveness of any of the modifications, consents, or waivers
                                         contained herein, all of the following shall be satisfied:



 


		(A)	Obligor
shall provide the Agent with this Eighteenth Amendment, properly executed on the Eighteenth Amendment Closing Date;



 


		(B)	Obligor
shall pay all legal fees incurred by the Agent in entering into this Eighteenth Amendment to Wilentz, Goldman & Spitzer, P.A.
on the Eighteenth Amendment Closing Date; and



 


		(C)	Obligor
shall pay all other fees and costs incurred by the Agent in entering into this Eighteenth Amendment on the Eighteenth Amendment
Closing Date.



 


		6)	MISCELLANEOUS.
                                         This Eighteenth Amendment 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 Eighteenth Amendment, 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 Eighteenth Amendment, 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 Eighteenth
                                         Amendment shall not in any way affect or impair the legality, enforceability or consistency
                                         of the remaining provisions of this Eighteenth Amendment, the Loan Agreement or the Other
                                         Documents. This Eighteenth Amendment, the Loan Agreement and the Other Documents are
                                         intended to be consistent. However, in the event of any inconsistencies among this Eighteenth
                                         Amendment, the Loan Agreement and/or any of the Other Documents, the terms of this Eighteenth
                                         Amendment, then the Loan Agreement, shall control. This Eighteenth Amendment 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.



 


		7)	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.



 


(SIGNATURES
ON NEXT PAGE)


 




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IN
WITNESS WHEREOF, the undersigned have signed and sealed this Eighteenth Amendment the day and year above written.


 


	ATTEST:	 	AIR INDUSTRIES MACHINING. CORP.
	 	 	 	 
	By:	/s/
    MICHAEL RECCA 	 	By:	/s/ LUCIANO MELLUZZO
	 	Name: 	MICHAEL
    RECCA	 	 	Name: 	LUCIANO MELLUZZO
	 	Title:	Chief Financial Officer	 	 	Title:	Chief Executive Officer
	 	 	 	 	 	 	 
	ATTEST:	 	NASSAU TOOL WORKS, INC.

(formerly known as NTW Operating Inc.) 
	 	 	 	 
	By:	/s/
    MICHAEL RECCA 	 	By:	/s/ LUCIANO MELLUZZO
	 	Name: 	MICHAEL
    RECCA	 	 	Name: 	LUCIANO MELLUZZO
	 	Title:	Chief Financial Officer	 	 	Title:	Chief Executive Officer
	 	 	 	 	 	 	 
	ATTEST:	 	EUR-PAC CORPORATION
	 	 	 	 
	By:	/s/
    MICHAEL RECCA 	 	By:	/s/ LUCIANO MELLUZZO
	 	Name: 	MICHAEL
    RECCA	 	 	Name: 	LUCIANO MELLUZZO
	 	Title:	Chief Financial Officer	 	 	Title:	Chief Executive Officer
	 	 	 	 	 	 	 
	ATTEST:	 	ELECTRONIC CONNECTION CORPORATION
	 	 	 	 
	By:	/s/
    MICHAEL RECCA 	 	By:	/s/ LUCIANO MELLUZZO
	 	Name: 	MICHAEL
    RECCA	 	 	Name: 	LUCIANO MELLUZZO
	 	Title:	Chief Financial Officer	 	 	Title:	Chief Executive Officer
	 	 	 	 	 	 	 
	ATTEST:	 	THE STERLING ENGINEERING CORPORATION
	 	 	 	 
	By:	/s/
    MICHAEL RECCA 	 	By:	/s/ LUCIANO MELLUZZO
	 	Name: 	MICHAEL
    RECCA	 	 	Name: 	LUCIANO MELLUZZO
	 	Title:	Chief Financial Officer	 	 	Title:	Chief Executive Officer


 


(SIGNATURE
PAGE TO EIGHTEENTH AMENDMENT —

CONTINUED ON NEXT PAGE)

 



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	ATTEST:	 	AIR INDUSTRIES GROUP
	 	 	 	 
	By:	/s/
    MICHAEL RECCA 	 	By:	/s/ LUCIANO MELLUZZO
	 	Name: 	MICHAEL
    RECCA	 	 	Name: 	LUCIANO MELLUZZO
	 	Title:	Chief Financial Officer	 	 	Title:	Chief Executive Officer
	 	 	 	 	 	 	 
	ATTEST:	 	AIR REALITY GROUP, LLC
	 	 	 	 
	By:	/s/
    MICHAEL RECCA 	 	By:	/s/ LUCIANO MELLUZZO
	 	Name: 	MICHAEL
    RECCA	 	 	Name: 	LUCIANO MELLUZZO
	 	Title:	Chief Financial Officer	 	 	Title:	Chief Executive Officer


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


(SIGNATURE
PAGE TO EIGHTEENTH AMENDMENT —

CONTINUED ON NEXT PAGE)


 



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	 	PNC BANK, NATIONAL ASSOCIATION
	 	Lender and as Agent
	 	 	 
	 	By:	/s/ VICTOR ALARCON 
	 	 	Name: 	VICTOR ALARCON
	 	 	Title:	Senior Vice President



 


 


 


 


 


 


 


 


 


 


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