EQUIPMENT LOAN NOTE
$1,500,000.00 January 3, 2005
Hartford, Connecticut
FOR VALUE RECEIVED, the undersigned, EDAC TECHNOLOGIES CORPORATION,
a Wisconsin corporation, GROS-ITE, INDUSTRIES, INC., a Connecticut corporation,
and APEX MACHINE TOOL COMPANY, INC., a Connecticut corporation (individually and
collectively referred to herein as "Borrower"), promise to pay to the order of
BANKNORTH, N.A. (hereinafter, together with its successors in interest and
assigns, called the "Lender"), at its office at 000 Xxxx Xxxx Xxxxxx, Xxx
Xxxxxxx, Xxxxxxxxxxx 00000-0000, in lawful money of the United States of America
in immediately available funds:
(a) prior to the Conversion Date, interest only on the
principal amount the Equipment Loans made to Borrower in an
aggregate amount not to exceed ONE MILLION FIVE HUNDRED THOUSAND
DOLLARS ($1,500,000.00) as set forth in the Credit Agreement dated
as of January 3, 2005 (as amended and in effect from time to time,
the "Credit Agreement"), among Borrower and Lender; and
(b) after the Conversion Date, the principal amount of ONE
MILLION FIVE HUNDRED THOUSAND DOLLARS ($1,500,000.00), or if less,
the aggregate outstanding amount of all Equipment Loans made by
Lender to Borrower prior to the Conversion Date, in the monthly
installments specified in the Credit Agreement, and payable in its
entirety on the Revolving Credit Maturity Date; and
(c) interest on the principal balance hereof from time to time
outstanding from the date hereof through and including the date on
which such principal amount is paid in full, at the times and at the
rates provided in the Credit Agreement.
This Note evidences borrowings of the Equipment Loan under, and has
been issued by Borrower in accordance with the terms of, the Credit Agreement.
Lender and any holder hereof are entitled to the benefits of the Credit
Agreement and may enforce the agreements of Borrower contained therein, and any
holder may exercise the respective remedies provided for thereby or otherwise
available in respect thereof, all in accordance with the respective terms
thereof.
All capitalized terms used in this Note without definition and which
are defined in the Credit Agreement shall have the same meanings herein as in
the Credit Agreement.
Borrower has the right in certain circumstances to prepay the whole
or part of the principal of this Note on the terms and conditions specified in
the Credit Agreement.
If any one or more Events of Default shall occur and be continuing,
the entire unpaid principal amount of this Note and all of the unpaid interest
accrued thereon may become or be declared due and payable in the manner and with
the effect provided in the Credit Agreement.
Any check, draft or money order remitted in settlement of this Note
may be handled for collection in accordance with the practice of the collecting
bank or banks, and shall not be deemed payment until and unless good funds are
actually received by or credited to Xxxxxx.
Borrower waives presentment, demand, notice, protest and all other
demands and notices (except for notices and demands expressly provided for in
the Loan Documents (as defined in the Credit Agreement)) in connection with the
delivery, acceptance, performance, default or enforcement of this Note, assent
to any extension or postponement of the time of payment or any other indulgence,
and the addition or release of any other party or person primarily or
secondarily liable.
This Note shall be governed by and construed in accordance with the laws
of the State of Connecticut.
All references to the "Lender" and the "Borrower" shall apply to their
respective heirs, successors and assigns.
Each Borrower shall have joint and several liability with respect to the
Equipment Loan.
IN WITNESS WHEREOF, has caused this Note to be signed in its
corporate name and its corporate seal to be impressed hereon by its duly
authorized officer on the day and in the year first above written.
EDAC TECHNOLOGIES CORPORATION
By: /s/ Xxxxx X. Purple
------------------------------------
Name: Xxxxx Purple
Title: Vice President
GROS-ITE, INDUSTRIES, INC.
By: /s/ Xxxxx X. Purple
------------------------------------
Name: Xxxxx Xxxxxx
Title: Secretary
APEX MACHINE TOOL COMPANY, INC.
By: /s/ Xxxxx X. Purple
------------------------------------
Name: Xxxxx Xxxxxx
Title: Secretary
