Edac Technologies Corp Sample Contracts

Edac Technologies Corp – AMENDED AND RESTATED BYLAWS OF EDAC TECHNOLOGIES CORPORATION ADOPTED AS OF MAY 7, 2013 (May 9th, 2013)
Edac Technologies Corp – MEMORANDUM OF UNDERSTANDING (April 24th, 2013)

WHEREAS, on March 18, 2013, EDAC Technologies Corporation (“EDAC” or the “Company”) and Greenbriar Equity Group LLC (together with GB Aero Engine LLC, “Greenbriar”) announced that the Company and Greenbriar had entered into a definitive merger agreement (“Merger Agreement”) pursuant to which Greenbriar would acquire EDAC by a tender offer made by Greenbriar’s wholly-owned subsidiary, GB Aero Engine Merger Sub Inc. (“Merger Sub”), for $17.75 per share of common stock (the “Tender Offer”), followed by a second-step merger of Merger Sub with and into EDAC, with EDAC as the surviving corporation in such merger (the “Merger” and together with the Tender Offer and the other transactions contemplated by the Merger Agreement, including but not limited to the Top-Up Option (as defined in the Merger Agreement), collectively, the “Proposed Transaction”);

Edac Technologies Corp – AGREEMENT AND PLAN OF MERGER among GB AERO ENGINE LLC GB AERO ENGINE MERGER SUB INC. and EDAC TECHNOLOGIES CORPORATION dated as of March 17, 2013 (March 20th, 2013)

This Agreement and Plan of Merger (this "Agreement"), is entered into as of March 17, 2013, by and among EDAC Technologies Corporation, a Wisconsin corporation (the "Company"), GB Aero Engine LLC, a Delaware limited liability company ("Parent"), and GB Aero Engine Merger Sub Inc., a Wisconsin corporation and a wholly-owned Subsidiary of Parent ("Merger Sub").  Capitalized terms used herein (including in the immediately preceding sentence) and not otherwise defined herein shall have the meanings set forth in Section 9.01 hereof.

Edac Technologies Corp – VOTING AND SUPPORT AGREEMENT (March 20th, 2013)

This VOTING AND SUPPORT AGREEMENT, dated as of March 17, 2013 (this “Agreement”), is by and among GB Aero Engine LLC, a Delaware limited liability company (“Parent”), and each of the Persons identified on Schedule I hereto (collectively, the “Stockholders”).

Edac Technologies Corp – EDAC Technologies Enters Into Merger Agreement with Greenbriar Equity Shareholders to Receive $17.75 Per Share in Cash; Greenbriar to Commence All- Cash Tender Offer (March 18th, 2013)

FARMINGTON, Conn., March 18, 2013 /PRNewswire/ -- EDAC Technologies Corporation (NASDAQ: EDAC), a diversified designer, manufacturer and servicer of precision components for aerospace and industrial applications, today announced it has entered into a definitive agreement to be acquired by GB Aero Engine LLC, an affiliate of Greenbriar Equity Group LLC, for $17.75 per share in cash, pursuant to a cash tender offer and second step merger, for an aggregate equity value of approximately $104.1 million.  The EDAC board of directors has unanimously approved the agreement and recommended that the shareholders of EDAC accept the offer and tender their shares into the offer.

Edac Technologies Corp – FOURTH AMENDED AND RESTATED REVOLVING CREDIT NOTE (September 21st, 2012)

This Note has been issued by Maker to amend and restate that certain Third Amended and Restated Revolving Credit Note dated June 1, 2012, in the principal amount of TWELVE MILLION AND 00/100 DOLLARS ($12,000,000.00) (the “Original Note”), which Amended and Restated that certain Second Amended and Restated Revolving Credit Note dated July 27, 2011, in the principal amount of TWELVE MILLION AND 00/100 DOLLARS ($12,000,000.00), which amended and restated that certain Amended and Restated Revolving Credit Note dated November 24, 2010, in the principal amount of TEN MILLION FIVE HUNDRED THOUSAND AND 00/100 DOLLARS ($10,500,000.00), which amended and restated that certain Revolving Credit Note dated May 27, 2009, in the principal amount of SEVEN MILLION FIVE HUNDRED THOUSAND AND 00/100 DOLLARS ($7,500,000.00), in its entirety and evidences the same indebtedness that has been evidenced by the Original Note.  The Original Note is hereby replaced and superseded in its entirety by this Note.  Th

Edac Technologies Corp – SIXTH AMENDMENT TO CREDIT AGREEMENT (September 21st, 2012)

This SIXTH AMENDMENT TO CREDIT AGREEMENT (the “Amendment”) is executed on September 19, 2012, by and among EDAC TECHNOLOGIES CORPORATION, a Wisconsin corporation, with a place of business at 1806 Farmington Avenue, Farmington, Connecticut 06032 (“Edac”), GROS-ITE INDUSTRIES, INC., a Connecticut corporation, with a place of business at 1806 Farmington Avenue, Farmington, Connecticut 06032 (“Gros-Ite”), APEX MACHINE TOOL COMPANY, INC., a Connecticut corporation, with a place of business at 1806 Farmington Avenue, Farmington, Connecticut 06032 (“Apex”), and EBTEC CORPORATION, a Delaware corporation, with a place of business at 120 Shoemaker Lane, Agawam, Massachusetts 01001 (“EBTEC”, together with Apex, Gros-Ite and Edac, collectively, the “Borrower”), and TD BANK, N.A., a national banking association with an office located at 102 West Main Street, New Britain, Connecticut 06050-0174 (“Bank”).

Edac Technologies Corp – Introduction (August 16th, 2012)

On June 1, 2012, , EDAC Technologies Corporation (“EDAC”), entered into a Stock Purchase Agreement (the “Purchase Agreement”) with EBTEC Corporation (“EBTEC”), pursuant to which EDAC acquired all of the outstanding stock of EBTEC for approximately $11 million (the “Acquisition”). The Acquisition closed simultaneously therewith.  Approximately 85% of the purchase price was paid in cash, funded by financing through TD Bank, N.A. (“TD Bank”).  The remaining 15% was funded through the issuance by EDAC of its common stock to two of the three shareholders of EBTEC.  The Purchase Agreement contains customary representations and warranties by EDAC and EBTEC, and customary covenants and agreements between the parties.

Edac Technologies Corp – AMENDED AND RESTATED EMPLOYMENT AGREEMENT (July 11th, 2012)

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”), made as of this 6th day of July, 2012, is entered into by EDAC Technologies Corporation, a Wisconsin corporation with its principal place of business in Farmington, Connecticut (the “Company”), and Dominick Pagano, residing at 12900 White Violet Drive, Naples, Florida 34119 (the “Executive”).

Edac Technologies Corp – This document prepared by and after Recording Return to: (July 5th, 2012)
Edac Technologies Corp – PURCHASE AND SALE AGREEMENT between UNITED TECHNOLOGIES CORPORATION, as Seller, and EDAC TECHNOLOGIES CORPORATION, as Buyer. Dated as of the 29th day of June, 2012. (July 5th, 2012)

THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is dated as of the 29th day of June, 2012, and is by and between UNITED TECHNOLOGIES CORPORATION, a Delaware corporation (“Seller”), with an office at United Technologies Building, Hartford Connecticut 06101, and EDAC TECHNOLOGIES CORPORATION, a Wisconsin corporation (“Buyer” or “EDAC”), with an office at 1806 New Britain Avenue, Farmington, Connecticut 06032.

Edac Technologies Corp – RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: (July 5th, 2012)
Edac Technologies Corp – SEVENTH TERM NOTE (July 5th, 2012)

FOR VALUE RECEIVED, the undersigned, EDAC TECHNOLOGIES CORPORATION, a Wisconsin corporation, GROS-ITE INDUSTRIES, INC., APEX MACHINE TOOL COMPANY, INC., each a Connecticut corporation and each with a place of business located at 1806 Farmington Avenue, Farmington, Connecticut 06032,  and EBTEC CORPORATION, a Delaware corporation, with a place of business at 120 Shoemaker Lane, Agawam, Massachusetts 01001 (collectively, the "Maker"), hereby unconditionally promises to pay to the order of TD BANK, N.A. (the “Payee” or “Bank”), or any subsequent assignee or holder (Payee and any subsequent assignee or holder being sometimes referred to as “Holder”) at the office of the Bank located at 102 West Main Street, New Britain, Connecticut 06050-0174, the principal amount of SIX MILLION FIVE HUNDRED FORTY THOUSAND AND 00/100 DOLLARS ($6,540,000.00), or such lesser amount as may have been loaned, advanced or readvanced to Maker by Bank under the terms of that certain Credit Agreement dated May 27,

Edac Technologies Corp – ENVIRONMENTAL INDEMNITY AGREEMENT (July 5th, 2012)

This ENVIRONMENTAL INDEMNITY AGREEMENT (the “Agreement”) is made as of this 29th day of June, 2012 from EDAC TECHNOLOGIES CORPORATION, a Wisconsin corporation, with a place of business at 1806 Farmington Avenue, Farmington, Connecticut 06032 (“Edac”), GROS-ITE INDUSTRIES, INC., a Connecticut corporation, with a place of business at 1806 Farmington Avenue, Farmington, Connecticut 06032 (“Gros-Ite”), APEX MACHINE TOOL COMPANY, INC., a Connecticut corporation, with a place of business at 1806 Farmington Avenue, Farmington, Connecticut 06032 (“Apex”) and EBTEC CORPORATION, a Delaware corporation, with a place of business at 120 Shoemaker Lane, Agawam, Massachusetts 01001 (“EBTEC”, together with Apex, Gros-Ite and Edac, collectively, the “Indemnitor”), to TD BANK, N.A., a national banking association with an office located at 102 West Main Street, New Britain, Connecticut 06050-0174 (the “Bank”).

Edac Technologies Corp – FIFTH AMENDMENT TO CREDIT AGREEMENT (July 5th, 2012)

This FIFTH AMENDMENT TO CREDIT AGREEMENT (the “Amendment”) is executed on June 29, 2012, by and among EDAC TECHNOLOGIES CORPORATION, a Wisconsin corporation, with a place of business at 1806 Farmington Avenue, Farmington, Connecticut 06032 (“Edac” or “Mortgagor”), GROS-ITE INDUSTRIES, INC., a Connecticut corporation, with a place of business at 1806 Farmington Avenue, Farmington, Connecticut 06032 (“Gros-Ite”), APEX MACHINE TOOL COMPANY, INC., a Connecticut corporation, with a place of business at 1806 Farmington Avenue, Farmington, Connecticut 06032 (“Apex”), and EBTEC CORPORATION, a Delaware corporation, with a place of business at 120 Shoemaker Lane, Agawam, Massachusetts 01001 (“EBTEC”, together with Apex, Gros-Ite and Edac, collectively, the “Borrower”), and TD BANK, N.A., a national banking association with an office located at 102 West Main Street, New Britain, Connecticut 06050-0174 (“Bank”).

Edac Technologies Corp – ALLONGE TO TERM NOTE (June 6th, 2012)

THIS ALLONGE TO TERM NOTE (THE “ALLONGE”) IS TO BE ATTACHED PERMANENTLY TO THE TERM NOTE DATED AS OF MAY 27, 2009 AND MADE BY EDAC TECHNOLOGIES CORPORATION, GROS-ITE INDUSTRIES, INC., AND APEX MACHINE TOOL COMPANY, INC. (collectively, the “BORROWER”) TO THE ORDER OF TD BANK, N.A. IN THE ORIGINAL PRINCIPAL AMOUNT OF FOUR MILLION THREE HUNDRED SIXTY THOUSAND AND 00/100 DOLLARS ($4,360,000.00) (THE “NOTE”).

Edac Technologies Corp – FOURTH TERM NOTE (June 6th, 2012)

FOR VALUE RECEIVED, the undersigned, EDAC TECHNOLOGIES CORPORATION, a Wisconsin corporation, GROS-ITE INDUSTRIES, INC., APEX MACHINE TOOL COMPANY, INC., each a Connecticut corporation and each with a place of business located at 1806 Farmington Avenue, Farmington, Connecticut 06032,and EBTEC CORPORATION, a Delaware corporation, with a place of business at 120 Shoemaker Lane, Agawam, Massachusetts 01001 (collectively, the "Maker"), hereby unconditionally promises to pay to the order of TD BANK, N.A. (the “Payee” or “Bank”), or any subsequent assignee or holder (Payee and any subsequent assignee or holder being sometimes referred to as “Holder”) at the office of the Bank located at 102 West Main Street, New Britain, Connecticut 06050-0174, the principal amount of TWO MILLION ONE HUNDRED TWENTY THOUSAND AND 00/100 DOLLARS ($2,120,000.00), or such lesser amount as may have been loaned, advanced or readvanced to Maker by Bank under the terms of that certain Credit Agreement dated May 27, 20

Edac Technologies Corp – This document prepared by and after Recording Return to: (June 6th, 2012)
Edac Technologies Corp – TRADEMARK SECURITY AGREEMENT (June 6th, 2012)

This Trademark Security Agreement (“Agreement”) is made this 1st day of June 2012, by EBTEC CORPORATION, a Delaware corporation, with a place of business at 120 Shoemaker Lane, Agawam, Massachusetts 01001 (“Borrower”) and delivered to TD Bank, N.A. having an address of 102 West Main Street, New Britain, Connecticut 06050-0174 (“Lender”).

Edac Technologies Corp – This document prepared by and after Recording Return to: (June 6th, 2012)
Edac Technologies Corp – RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: (June 6th, 2012)
Edac Technologies Corp – SECURITY AGREEMENT (June 6th, 2012)

This SECURITY AGREEMENT is made as of this 1st day of June, 2012 by and between TD BANK, N.A., a national banking association with an office located at 102 West Main Street, New Britain, Connecticut 06050-0174 (the “Bank” or “Secured Party”) and EBTEC CORPORATION, a Delaware corporation, with a place of business at 120 Shoemaker Lane, Agawam, Massachusetts 01001(the “Debtor”).

Edac Technologies Corp – ENVIRONMENTAL INDEMNITY AGREEMENT (June 6th, 2012)

This ENVIRONMENTAL INDEMNITY AGREEMENT (the “Agreement”) is made as of this 1st day of June, 2012 from EDAC TECHNOLOGIES CORPORATION, a Wisconsin corporation, with a place of business at 1806 Farmington Avenue, Farmington, Connecticut 06032 (“Edac”), GROS-ITE INDUSTRIES, INC., a Connecticut corporation, with a place of business at 1806 Farmington Avenue, Farmington, Connecticut 06032 (“Gros-Ite”), APEX MACHINE TOOL COMPANY, INC., a Connecticut corporation, with a place of business at 1806 Farmington Avenue, Farmington, Connecticut 06032 (“Apex”) and EBTEC CORPORATION, a Delaware corporation, with a place of business at 120 Shoemaker Lane, Agawam, Massachusetts 01001 (“EBTEC”, together with Apex, Gros-Ite and Edac, collectively, the “Indemnitor”), to TD BANK, N.A., a national banking association with an office located at 102 West Main Street, New Britain, Connecticut 06050-0174 (the “Bank”).

Edac Technologies Corp – This document prepared by and after Recording Return to: Updike, Kelly & Spellacy, P.C. (June 6th, 2012)
Edac Technologies Corp – SIXTH TERM NOTE (June 6th, 2012)

FOR VALUE RECEIVED, the undersigned, EDAC TECHNOLOGIES CORPORATION, a Wisconsin corporation, GROS-ITE INDUSTRIES, INC., APEX MACHINE TOOL COMPANY, INC., each a Connecticut corporation and each with a place of business located at 1806 Farmington Avenue, Farmington, Connecticut 06032,and EBTEC CORPORATION, a Delaware corporation, with a place of business at 120 Shoemaker Lane, Agawam, Massachusetts 01001 (collectively, the "Maker"), hereby unconditionally promises to pay to the order of TD BANK, N.A. (the “Payee” or “Bank”), or any subsequent assignee or holder (Payee and any subsequent assignee or holder being sometimes referred to as “Holder”) at the office of the Bank located at 102 West Main Street, New Britain, Connecticut 06050-0174, the principal amount of THREE MILLION SEVEN HUNDRED EIGHTY FIVE THOUSAND AND 00/100 DOLLARS ($3,785,000.00)advanced to Maker by Bank under the terms of that certain Credit Agreement dated May 27, 2009, by and between Maker and the Bank (as amended and

Edac Technologies Corp – RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: (June 6th, 2012)
Edac Technologies Corp – THIRD AMENDED AND RESTATED REVOLVING CREDIT NOTE (June 6th, 2012)

This Note has been issued by Maker to amend and restate that certain Second Amended and Restated Revolving Credit Note dated July 27, 2011, in the principal amount of TWELVE MILLION AND 00/100 DOLLARS ($12,000,000.00) (the “Original Note”), which amended and restated that certain Amended and Restated Revolving Credit Note dated November 24, 2010, in the principal amount of TEN MILLION FIVE HUNDRED THOUSAND AND 00/100 DOLLARS ($10,500,000.00), which amended and restated that certain Revolving Credit Note dated May 27, 2009, in the principal amount of SEVEN MILLION FIVE HUNDRED THOUSAND AND 00/100 DOLLARS ($7,500,000.00), in its entirety and evidences the same indebtedness that has been evidenced by the Original Note.  The Original Note is hereby replaced and superseded in its entirety by this Note.  This Note is not a novation of the Original Note.

Edac Technologies Corp – ENVIRONMENTAL INDEMNITY AGREEMENT (June 6th, 2012)

This ENVIRONMENTAL INDEMNITY AGREEMENT (the “Agreement”) is made as of this 1st day of June, 2012 from EDAC TECHNOLOGIES CORPORATION, a Wisconsin corporation, with a place of business at 1806 Farmington Avenue, Farmington, Connecticut 06032 (“Edac”), GROS-ITE INDUSTRIES, INC., a Connecticut corporation, with a place of business at 1806 Farmington Avenue, Farmington, Connecticut 06032 (“Gros-Ite”), APEX MACHINE TOOL COMPANY, INC., a Connecticut corporation, with a place of business at 1806 Farmington Avenue, Farmington, Connecticut 06032 (“Apex”) and EBTEC CORPORATION, a Delaware corporation, with a place of business at 120 Shoemaker Lane, Agawam, Massachusetts 01001 (“EBTEC”, together with Apex, Gros-Ite and Edac, collectively, the “Indemnitor”), to TD BANK, N.A., a national banking association with an office located at 102 West Main Street, New Britain, Connecticut 06050-0174 (the “Bank”).

Edac Technologies Corp – STOCK PURCHASE AGREEMENT (June 6th, 2012)

This Stock Purchase Agreement is made and entered into this 1st day of June 2012, by and among EDAC Technologies Corporation, a Wisconsin corporation (the “Buyer”), Aquasium Technology Limited, an English company (“Aquasium”), John W. Leveille, a resident of the Commonwealth of Massachusetts (“Leveille”), and Vincent A. Mammano, a resident of the State of Connecticut (“Mammano”).  Aquasium, Leveille and Mammano are sometimes referred to herein collectively as the “Sellers” and each, individually, as a “Seller”.  The Buyer and the Sellers are sometimes referred to herein collectively as the “Parties” and each, individually, as a “Party”.

Edac Technologies Corp – FIFTH TERM NOTE (June 6th, 2012)

FOR VALUE RECEIVED, the undersigned, EDAC TECHNOLOGIES CORPORATION, a Wisconsin corporation, GROS-ITE INDUSTRIES, INC., APEX MACHINE TOOL COMPANY, INC., each a Connecticut corporation and each with a place of business located at 1806 Farmington Avenue, Farmington, Connecticut 06032,and EBTEC CORPORATION, a Delaware corporation, with a place of business at 120 Shoemaker Lane, Agawam, Massachusetts 01001 (collectively, the "Maker"), hereby unconditionally promises to pay to the order of TD BANK, N.A. (the “Payee” or “Bank”), or any subsequent assignee or holder (Payee and any subsequent assignee or holder being sometimes referred to as “Holder”) at the office of the Bank located at 102 West Main Street, New Britain, Connecticut 06050-0174, the principal amount of NINE HUNDRED THOUSAND AND 00/100 DOLLARS ($900,000.00)advanced to Maker by Bank under the terms of that certain Credit Agreement dated May 27, 2009, by and between Maker and the Bank (as amended and in effect from time to time,

Edac Technologies Corp – ALLONGE TO MORTGAGE NOTE (June 6th, 2012)

THIS ALLONGE TO MORTGAGE NOTE (THE “ALLONGE”) IS TO BE ATTACHED PERMANENTLY TO THE MORTGAGE NOTE DATED AS OF MAY 27, 2009 AND MADE BY EDAC TECHNOLOGIES CORPORATION, GROS-ITE INDUSTRIES, INC., AND APEX MACHINE TOOL COMPANY, INC. (collectively, the “BORROWER”) TO THE ORDER OF TD BANK, N.A. IN THE ORIGINAL PRINCIPAL AMOUNT OF TWO MILLION SIX HUNDRED FORTY THOUSAND AND 00/100 DOLLARS ($2,640,000.00) (THE “NOTE”).

Edac Technologies Corp – ASSIGNMENT OF CONTRACTS, LICENSES AND PERMITS (June 6th, 2012)

THIS ASSIGNMENT OF CONTRACTS, LICENSES AND PERMITS (this “Assignment”) is made as of the 1st day of June, 2012, by EDAC TECHNOLOGIES CORPORATION, a Wisconsin corporation with a mailing address at 1806 Farmington Avenue, Farmington, Connecticut 06032 (“Borrower”), to TD BANK, N.A., a national banking association, having an office at 102 West Main Street, New Britain, Connecticut 06050-0174 (“Bank”).

Edac Technologies Corp – THIRD TERM NOTE (August 1st, 2011)

FOR VALUE RECEIVED, the undersigned, EDAC TECHNOLOGIES CORPORATION, a Wisconsin corporation, GROS-ITE INDUSTRIES, INC., and APEX MACHINE TOOL COMPANY, INC., each a Connecticut corporation and each with a place of business located at 1806 Farmington Avenue, Farmington, Connecticut 06032 (collectively, the "Maker"), hereby unconditionally promises to pay to the order of TD BANK, N.A. (the “Payee” or “Bank”), or any subsequent assignee or holder (Payee and any subsequent assignee or holder being sometimes referred to as “Holder”) at the office of the Bank located at 102 West Main Street, New Britain, Connecticut 06050-0174, the principal amount of FIVE MILLION ONE HUNDRED THIRTY ONE THOUSAND AND 00/100 DOLLARS ($5,131,000.00)  advanced to Maker by Bank under the terms of that certain Credit Agreement dated May 27, 2009, by and between Maker and the Bank (as amended and in effect from time to time, the “Credit Agreement”), together with interest thereon as provided herein and all other sum

Edac Technologies Corp – THIRD AMENDMENT TO CREDIT AGREEMENT AND MODIFICATION OF MORTGAGE (August 1st, 2011)

This THIRD AMENDMENT TO CREDIT AGREEMENT AND MODIFICATION OF MORTGAGE (the “Amendment”) is executed on July 27, 2011, by and among EDAC TECHNOLOGIES CORPORATION, a Wisconsin corporation, with a place of business at 1806 Farmington Avenue, Farmington, Connecticut 06032, GROS-ITE INDUSTRIES, INC., a Connecticut corporation, with a place of business at 1806 Farmington Avenue, Farmington, Connecticut 06032, and APEX MACHINE TOOL COMPANY, INC., a Connecticut corporation, with a place of business at 1806 Farmington Avenue, Farmington, Connecticut 06032  (collectively, the “Borrower”), and TD BANK, N.A., a national banking association with an office located at 102 West Main Street, New Britain, Connecticut 06050-0174 (“Bank”).

Edac Technologies Corp – EDAC TECHNOLOGIES CORPORATION 2011 EQUITY INCENTIVE PLAN (July 22nd, 2011)