Item 1.01. Entry into a Material Definitive Agreement

On July 7, 2009, the Company entered into a second amendment to its credit agreement with Sovereign Bank, dated as of August 13, 2007, as amended as of October 22, 2008 (the "Credit Agreement"), increasing the existing revolving credit facility under the Credit Agreement from an aggregate of $2,500,000 to an aggregate of $3,500,000 and extending the term of the revolving credit facility from August 2010 to August 2011. In addition, the interest rate of borrowings under the revolving credit facility was amended to (i) the greater of 4.0% or 3.5% in excess of the LIBOR Rate or (ii) the greater of 4.0% or 0.75% in excess of Sovereign Bank's prime rate, as elected by the Company in accordance with the Credit Agreement. The Credit Agreement was further amended to increase the commitment fee from a rate of 0.25% to a rate of 0.50% per annum on the average daily unused portion of the revolving credit commitment commencing September 30, 2009, and to permit the Company's sale of certain accounts receivable.

Item 9.01. Financial Statement and Exhibits.

(d) Exhibits:

Exhibit Description

10.1 Second Amendment to Credit Agreement, dated as of July 7, 2009 by and between CPI Aerostructures, Inc. and Sovereign Bank.

204883.1

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