1
EXHIBIT 10.10
2
TERM NOTE A-2
$3,085,000 New York, NY
September 29, 2000
For value received, the receipt and sufficiency of which are hereby
acknowledged, Apex Machine Tool Company, Inc., a Connecticut corporation
("Second Borrower"), hereby promise to pay to the order of GENERAL ELECTRIC
CAPITAL CORPORATION, a New York corporation ("Lender"), $3,085,000 together with
interest on the unpaid balance of such amount from the date of this Note. This
Note is the Term Note A-2 issued under the Loan and Security Agreement among
Second Borrower, EDAC Technologies Corporation, a Wisconsin corporation and
Lender of even date herewith (said agreement, as the same may be amended,
restated or supplemented from time to time, being herein called the "Agreement")
to which a reference is made for a statement of all of the terms and conditions
of the Loan evidenced hereby. Capitalized terms not defined in this Note shall
have the respective meanings assigned to them in the Agreement. This Note is
secured by the Agreement, the other Loan Documents and the Collateral, and is
entitled to the benefit of the rights and security provided thereby.
Interest on the outstanding principal balance under this Note is payable at the
Term Loan A Rate or, under the circumstances contemplated by the Agreement, at
the Default Rate, in immediately available United States Dollars at the time and
in the manner specified in the Agreement. The outstanding principal and interest
under this Note shall be immediately due and payable on the Commitment
Termination Date, and prior to the Commitment Termination Date, the outstanding
principal shall be due and payable in accordance with the schedule attached as
Schedule G-1 hereto and incorporated herein by reference.
Payments received by Lender shall be applied against principal and interest as
provided for in the Agreement. To the fullest extent permitted by applicable
law, Second Borrower waives: (a) presentment, demand and protest, and notice of
presentment, dishonor, intent to accelerate, acceleration, protest, default,
nonpayment, maturity, release, compromise, settlement, extension or renewal of
any or all of the Obligations, the Loan Documents or this Note; (b) all rights
to notice and a hearing prior to Lender's taking possession or control of, or to
Lender's replevy, attachment or levy upon, the Collateral or any bond or
security that might be required by any court prior to allowing Lender to
exercise any of its remedies; and (c) the benefit of all valuation, appraisal
and exemption laws.
Second Borrower acknowledges that this Note is executed as part of a commercial
transaction and that the proceeds of this Note will not be used for any personal
or consumer purpose.
Second Xxxxxxxx agrees to pay to Lender all Fees and expenses described in the
Agreement.
Upon the occurrence of any one or more of the Events of Default specified in the
Agreement, all amounts then remaining unpaid on this Note shall become or may be
declared to be, immediately due and payable, all as provided therein.
SECOND BORROWER ACKNOWLEDGES THAT IT HAS WAIVED THE RIGHT TO TRIAL BY JURY IN
ANY ACTION OR PROCEEDING ON THIS NOTE. THIS NOTE IS GOVERNED BY THE LAW OF THE
STATE OF New York.
APEX MACHINE TOOL COMPANY, INC.
By:/s/Xxxxxx X. Xxxxxxxxx
-----------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: Secretary
3
SCHEDULE G-1 TO TERM NOTE A-2 DATED SEPTEMBER 29, 2000
IN THE ORIGINAL PRINCIPAL AMOUNT OF $3,085,000
MADE BY APEX MACHINE TOOL COMPANY, INC.
Amortization Schedule
The Term Loan A-2 shall amortize in equal monthly principal
installments of $51,417 payable on the first day of each month, with a
Balloon Payment of the remaining outstanding balance on the Commitment
Termination Date.
