CREDIT AGREEMENT

Exhibit 10.1

CREDIT AGREEMENT

by and between

TD BANK, N.A.

and

EDAC TECHNOLOGIES CORPORATION
GROS-ITE INDUSTRIES, INC.
APEX MACHINE TOOL COMPANY, INC.

May 27, 2009

TABLE OF CONTENTS

EXHIBITS

SCHEDULES

CREDIT AGREEMENT

          This CREDIT AGREEMENT (the “Agreement”) is made as of this 27th day of May, 2009 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”) and 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”).

W I T N E S S E T H:

     WHEREAS, Borrower has requested that Bank provide Borrower with certain credit facilities pursuant to which Bank would make loans and advances and otherwise extend credit to Borrower; and

     WHEREAS, Bank is willing to provide such credit facilities; and

     WHEREAS, Bank and Borrower wish to document the terms and conditions on which Bank will provide said credit facilities;

     NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, Bank and Borrower hereby agree as follows:

SECTION 1. DEFINITIONS

     All capitalized terms used in this Agreement, the Notes or the Other Documents, or in any certificate, report or other document, instrument or agreement executed or delivered pursuant hereto and thereto (unless otherwise indicated therein) shall have the meanings ascribed to such terms below.

     “ Account Debtor ” means any Person obligated to Borrower with respect to an Account Receivable.

     “ Account Receivable ” or “ Accounts Receivable ” means the unpaid portion of obligations as stated on the respective invoices issued to a customer of Borrower or any of its Subsidiaries with respect to Inventory sold and shipped or services performed or rendered in the ordinary course of business.

     “ Acquisition ” means the acquisition of the manufacturing unit assets of MTU Aero Engines North America pursuant to the terms and conditions set forth in that certain [Asset Purchase Agreement] dated as of May 18, 2009 by and between EDAC Technologies Corporation and MTU Aero Engines North America, Inc.

     “ Acquisition Documents ” means all documents, agreements and instruments executed and delivered in connection with the consummation of the Acquisition.

     “ Affiliate ” means any Person (i) which directly or indirectly controls, or is controlled by, or is under common control with, Borrower or any Subsidiary of Borrower; (ii) which directly or indirectly beneficially owns or holds ten percent (10%) or more of any class of voting stock of Borrower or any Subsidiary of Borrower; or (iii) ten percent (10%) or more of the voting stock of which is directly or indirectly beneficially owned or held by Borrower or any Subsidiary of Borrower. The term “control” (and its correlative meanings “controlled by” and “under common control with”) as used in this Section 1. means the possession, directly or indirectly, of the power to direct, or cause the direction of, the management and policies of a Person, whether through ownership of voting stock, by contract or otherwise.

     “ Agreement ” means this Credit Agreement, including all schedules and exhibits attached hereto, and any and all amendments, modifications and supplements hereto.

     “ Applicable Taxes ” has the meaning set forth in Section 2.5.3.(b) hereof.

     “ Bank ” has the meaning set forth in the Preamble hereof.

     “ Bank Affiliate ” or “ Bank Affiliates ” means any Affiliate of Bank or its parent bank holding company.

     “ Bank Agents ” has the meaning set forth in Section 13.2.5. hereof.

     “ Bankruptcy Code ” means Title 11 of the United States Code, entitled “Bankruptcy”, as amended from time to time and all rules and regulations promulgated thereunder.

     “ Beneficiary ” means the beneficiary of any Letter of Credit or Letter of Credit Guaranty issued by Bank for the account of Borrower.

     “ Borrower ” has the meaning set forth in the Preamble hereof.

     “ Borrowing Base ” means, as of any date as of which the amount thereof shall be determined, an amount equal to the sum of (i) the Security Value of Accounts Receivable as of such date, and (ii) the Security Value of Inventory as of such date.

     “ Borrowing Base Certificate ” has the meaning set forth in Section 7.1.7. hereof.

     “ Breakage Costs ” means an amount equal to all costs Bank sustains in breaking or unwinding or in not making after receiving a notice (except where such results from the failure of Bank to fund) any Libor Loan, and all expenses that Bank sustains or incurs as a result of prepayment or receipt of principal with respect to a Libor Loan on a day other than the last day of the then current Interest Period.

     “ Business Day ” means, in the case of a Libor Loan, a day (other than Saturday, Sunday or holiday) on which the Bank is open and conducting its customary banking transactions in the State of Connecticut and, in all other cases, any day other than a Saturday, Sunday, legal holiday or other day on which banks in the State of Connecticut are required or permitted by law to close.

     “ Capital Expenditures ” means, without duplication, for any period, the aggregate of all expenditures on a consolidated basis including deposits (whether paid in cash or property or accrued as liabilities and including the aggregate amount of all principal payments due for the entire term of all Capital Leases that are required to be capitalized on the balance sheet) made by Borrower and its Subsidiaries that, in conformity with GAAP, are required to be included in the property, plant, equipment, or similar fixed asset account.

     “ Capital Lease ” means any lease of any property (whether real, personal or mixed) that, in conformity with GAAP, should be accounted for as a capital lease.

     “ Change of Control ” means a merger, change of control or other transfer, directly or indirectly, or issuance or transfer of the stock or membership interests of any Borrower (other than EDAC Technologies Corporation) resulting in any Person having less ownership in or control over any Borrower (other than EDAC Technologies Corporation) and all other entities comprising any Borrower (other than EDAC Technologies Corporation)or its Subsidiaries as such Person has on the date hereof. With respect to EDAC Technologies Corporation, the term “change of control” means a change in its identity of more than fifty percent (50%) of the current directors of the Company, by resignation, removal, or otherwise, within any consecutive twenty-four (24) month period.

     “ Closing Date ” means the date hereof.

     “ Code ” means the Internal Revenue Code of 1986 and the rules and regulations promulgated thereunder, collectively, as the same may from time to time be supplemented or amended and remain in effect.

     “ Collateral ” means all collateral received or delivered as security for the Obligations pursuant to, and as more particularly described in, the Mortgage, the Security Agreement, the Letter of Credit Applications, and all Other Documents and any property or interest provided in addition to or in substitution for any of the foregoing.

     “ Collateral Disclosure List ” has the meaning set forth in Section 3.1. hereof.

     “ Contractual Obligation ” means, as applied to any Person, any indenture, mortgage, deed of trust, contract, undertaking, agreement or other instrument to which that Person is a party or by which it or any of its properties is bound or to which it or any of its properties is subject.

     “ Controlled Group ” means all trades or businesses (whether or not incorporated) under common control that together with Borrower, are treated as a single employer under Section 414(b) or 414(c) of the Code or Section 4001 of ERISA.

     “ Credits Outstanding ” means, as of any date as of which the amount thereof shall be determined, the aggregate undrawn amount of all issued and outstanding Letters of Credit and Letter of Credit Guaranties but excluding any amounts which constitute unpaid Reimbursement Obligations as of such date.

     “ Default ” means an event or condition that, but for the lapse of time, the giving of notice, or both, would constitute an Event of Default if that event or condition was not cured or removed within any applicable grace or cure period.

     “ Default Rate ” means the rate of interest determined by increasing the rate of interest otherwise chargeable under this Agreement to a rate which shall be the lower of (i) the highest rate allowed by law or (ii) five percentage points (5%) above the rate of interest which would otherwise be in effect under this Agreement.

     “ Disqualified Accounts Receivables ” means:

               a. An Account Receivable which does not arise out of a bona fide sale of goods or rendering of services of the kind sold or rendered by Borrower in the ordinary course of its business; or

               b. An Account Receivable which remains unpaid for more than ninety (90) days after the invoice date or ninety (90) days after the due date; or

               c. An Account Receivable with respect to which the Account Debtor is a director, officer, employee or agent of Borrower or is a Subsidiary or an Affiliate of Borrower; or

               d. An Account Receivable with respect to which any covenant, representation or warranty set forth in this Agreement has been breached; or

               e. An Account Receivable with respect to which the Account Debtor has commenced a voluntary case in bankruptcy, or made an assignment for the benefit of creditors, or if a decree or order for relief has been entered by a court having jurisdiction over the Account Debtor in an involuntary case in bankruptcy, or if any petition or other application for relief in bankruptcy has been filed against the Account Debtor, or if the Account Debtor has failed, ceased business operations, become insolvent or consented to or suffered a receiver, trustee, liquidator or custodian to be appointed for it or all or substantially all of its properties or assets; or

               f. An Account Receivable with respect to which the goods giving rise thereto have not been shipped and delivered to and accepted by the Account Debtor or the services giving rise thereto have not been performed by Borrower and accepted by the Account Debtor or if the Account Receivable does not otherwise represent a final sale; or

               g. An Account Receivable owing by a single Account Debtor located outside of the United States of America (except for the country of Canada); or

               h. An Account Receivable with respect to which the sale giving rise thereto is on a bill-and-hold, sale-and-return, sale on approval, consignment or other repurchase or return basis; or

               i. An Account Receivable with respect to which the Account Debtor is the United States of America or any department, agency or office thereof unless Borrower assigns its right to payment of such Account Receivable to Bank in accordance with the Federal Assignment of Claims Act of 1940; or

               j. An Account Receivable to the extent that the Account Debtor has paid or advanced to Borrower any deposit or other advance in respect of the payment thereof; or

               k. An Account Receivable to the extent that the Account Debtor has earned or accrued, or is due, any rebate, credit or other allowance by Borrower except for credits and allowances given in the ordinary course of business consistent with past business practices; or

               l. An Account Receivable to the extent of any amounts owed by Borrower to such Account Debtor; or

               m. An Account Receivable in which Bank does not possess a valid and perfected first priority security interest; or

               n. An Account Receivable owing by an Account Debtor located in a jurisdiction in which Borrower has not complied with any laws which might restrict Borrower’s ability to collect such Account Receivable; or

               o. An Account Receivable which Bank, in its reasonable credit judgment, excludes from the calculation of the Borrowing Base under Section 2.1.13. hereof; or

               p. An Account Receivable owing by a single Account Debtor that is delinquent on fifty percent (50%) or more on such Account Debtor’s Account Receivables.

     “ Disqualified Inventory ” means:

               a. Inventory in which Bank does not possess a valid and perfected first priority security interest; or

               b. Inventory which is not in good, saleable and readily usable condition or is obsolete or unmerchantable; or

               c. Inventory which is located outside of, or in transit to, the United States of America; or

               d. Inventory which has been produced in violation of the Fair Labor Standards Act and subject to the so-called “hot goods” provisions contained in 29 U.S.C. 215 (a); or

               e. Inventory with respect to which any covenant, representation or warranty set forth in this Agreement has been breached; or

               f. Inventory which Bank, in its reasonable credit judgment, excludes from the calculation of the Borrowing Base under Section 2.1.13. hereof.

     “ Distributions ” means the payment of any Dividend or other distribution in respect of the membership interests of a limited liability company or capital stock of a corporation in cash or other property (excepting distribution in the form of such stock) or the redemption or acquisition of any membership interest, capital stock or security of a limited liability company or a corporation.

     “ Dividend ” or “ Dividends ” means the payment of any dividend or other distribution in respect of the capital stock of a corporation in cash or other property (excepting distribution in the form of such stock) or the redemption or acquisition of any capital stock or security of a corporation.

     “ Drawing” or “Drawings ” means any payment(s) or disbursement(s) made by Bank under any Letter of Credit or any Letter of Credit Guaranty issued by Bank for the account of Borrower honoring any demand for payment presented by the Beneficiary of such Letter of Credit or such Letter of Credit Guaranty in accordance with the terms thereof.

     “ Eligible Account Receivable ” means an Account Receivable which is NOT a Disqualified Account Receivable.

     “ Eligible Inventory ” means that portion of Borrower’s Inventory which is NOT Disqualified Inventory.

     “ Encumbrance or “ Encumbrances ” means any security interest, mortgage, pledge, lien, claim, charge, encumbrance, title retention agreement, lessor’s interest under a financing lease or any analogous arrangements in any of Borrower’s properties or assets, intended as, or having the effect of, security.

     “ Environmental Certificate ” has the meaning set forth in Section 5.2.11. hereof.

     “ Environmental Laws ” means any and all laws, statutes, ordinances, rules, regulations, orders, or determinations of any Federal, state or local governmental body, instrumentality or agency pertaining to the environment, including without limitation, the Clean Water Act, the Clean Air Act, as amended, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended by the Superfund Amendments and Reauthorization Act of 1986 (“SARA”), and as may be further amended (all together herein called “CERCLA”), the Federal Water Pollution Control Amendments, the Resource Conservation and Recovery Act of 1976, as amended (“RCRA”), the Hazardous Materials Transportation Act of 1975, as amended, the Safe Drinking Water Act, as amended, the Toxic Substances Control Act, as amended, and any comparable or similar environmental laws of the State of Connecticut and any other state in which Borrower maintains business premises. Likewise, the terms “hazardous substance,” “release,” and

“threatened release” herein referenced in connection with Environmental Laws shall have the meanings specified in CERCLA and the terms “solid waste” and “dispose” (or “disposed”) shall have the meanings specified in RCRA; provided , however , in the event either CERCLA or RCRA is amended so as to broaden the meaning of any term defined therein, such broader meaning shall apply subsequent to the effective date of such amendment, and provided further that, to the extent the laws of any state which establish a meaning for “hazardous substance,” “release,” “solid waste” or “disposal” which is broader than that specified in either CERCLA or RCRA, such broader meaning shall apply.

     “ Equipment ” means all of Borrower’s machinery, equipment, office machinery, furniture, trade fixtures, conveyors, tools, materials, storage and handling equipment, computer equipment and hardware, including central processing units, terminals, drives, memory units, printers, keyboards, screens, peripherals and input or output devices, automotive equipment, trucks, molds, dies, stamps, motor vehicles and other equipment of every kind and nature.

     “ ERISA ” means the Employee Retirement Income Security Act of 1974 and the rules and regulations promulgated thereunder; collectively, as the same may from time to time be supplemented or amended and remain in effect.

     “ Eurodollar Office” shall mean, initially, the Bank’s office in New Britain, Connecticut, and thereafter such other office or offices of Bank or its affiliate (as designated from time to time by notice from Bank) through which the Libor Rate is determined. A Eurodollar Office may be, at the option of the Bank, either a domestic or foreign office.

     “ Event of Default ” has the meaning set forth in Section 11. hereof.

     “ Extension of Credit ” means any Loan, Letter of Credit, Letter of Credit Guaranty or any other loan, advance or extension of credit by Bank to Borrower under this Agreement or the Other Documents.

     “ Financial Statement ” or “ Financial Statements ” means, as of any date, or with respect to any period, as applicable, a financial report or reports consisting of (i) a balance sheet; (ii) an income statement; (iii) a statement of cash flow, and (iv) a statement of changes in stockholders’ equity or member’s equity, as the case may be.

     “ Fiscal Quarter ” means a thirteen/fourteen (13/14) week period ending on a Saturday designated by Borrower, usually ending on the Saturday closest to March 31, June 30, September 30 and December 31.

     “ Fiscal Year ” means the twelve (12) month accounting period of Borrower commencing on the day after the previous Fiscal Year ends and ending on the Saturday closest to December 31 of each calendar year.

     “ Following Business Day Convention ” means the convention for adjusting any relevant date if it would otherwise fall on a day that is not a Business Day and provides that, in such event, such date shall be adjusted to the first following day that is a Business Day, except that if such

following day shall be a day in the following month, such date shall be adjusted to the immediately preceding Business Day.

     “ GAAP ” means generally accepted accounting principles as set forth in Statement on Auditing Standards No. 69 entitled “The Meaning of `Present Fairly in Conformity with Generally Accepted Accounting Principles’ in the Independent Auditor’s Report” issued by the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board that are applicable to the circumstances as of the date of determination.

     “ Governmental Authority ” means any Federal, state, local or foreign court, commission or tribunal, or governmental, administrative or regulatory agency, department, authority, instrumentality or other body.

     “ Government Contract ” means any contract for the purchase of goods or services by the United States of America or any department, agency or office thereof.

     “ Government Obligations ” means securities which are general obligations of the United States of America or which are unconditionally guaranteed by the United States of America as to timely payment of principal and interest.

     “ Guarantees ” means, as applied to Borrower and its Subsidiaries, all guarantees, endorsements or other contingent or surety obligations with respect to obligations of any other Person, whether or not reflected on the consolidated balance sheet of Borrower and its Subsidiaries, including any obligation to furnish funds, directly or indirectly (whether by virtue of partnership arrangements, by agreement to keep-well or otherwise), through the purchase of goods, supplies or services, or by way of stock purchase, capital contribution, advance or loan, or to enter into a contract for any of the foregoing, for the purpose of payment of obligations of any other Person.

     “ Guarantor ” means, individually and collectively, any Person who guarantees the Obligations of Borrower to Bank.

     “ Guaranty ” means any guaranty executed by a Guarantor.

     “ Hazardous Materials ” means (i) any chemical, compound, material, mixture or substance that is now or hereafter defined as or included in the definition of “hazardous substances”, “hazardous wastes”, “hazardous materials”, “extremely hazardous waste”, “restricted hazardous waste”, or “toxic substances” or terms of similar import under any applicable Federal, state or local law or under the regulations adopted or promulgated pursuant thereto, including, without limitation, Environmental Laws; (ii) any oil, petroleum or petroleum derived substance, any drilling fluids, produced waters and other wastes associated with the exploration, development or production of crude oil, any flammable substances or explosives, any radioactive materials, any hazardous wastes or substances, any toxic wastes or substances or any other materials or pollutants which (a) could pose a hazard to any properties or assets of Borrower or its Subsidiaries or (b) could cause any of such properties or assets to be in violation of any Environmental Laws;

(iii) asbestos in any form, urea formaldehyde foam insulation, electrical equipment which contains any oil or dielectric fluid containing levels of polychlorinated biphenyls in excess of fifty (50) parts per million; and (iv) any other chemical, material or substance, exposure to, or disposal of, which is now or hereafter prohibited, limited or regulated by any Federal, state or local governmental body, instrumentality or agency.

     “ Hedging Contracts ” means interest rate swap agreements, interest rate cap agreements and interest rate collar agreements, or any other agreements or arrangements entered into between Borrower and Bank and designed to protect Borrower against fluctuations in interest rates or currency exchange rates, including without limitation, the Interest Rate Protection Agreement.

     “ Hedging Obligations ” means, with respect to Borrower, all liabilities of Borrower to Bank under Hedging Contracts.

     “ Indebtedness ” means, as applied to any Person, without duplication: (a) all indebtedness for borrowed money; (b) that portion of obligations with respect to Capital Leases that is properly classified as a liability on a balance sheet in conformity with GAAP; (c) notes payable and drafts accepted representing extensions of credit whether or not representing obligations for borrowed money; (d) any obligation owed for all or any part of the deferred purchase price of property or services if the purchase price is due more than six months from the date the obligation is incurred or is evidenced by a note or similar written instrument; and (e) all indebtedness secured by any Encumbrance on any property or asset owned or held by that Person regardless of whether the indebtedness secured thereby shall have been assumed by that Person or is nonrecourse to the credit of that Person.

     “ Interest Period ” means, with respect to each Libor Loan, the period commencing on the date of the making or continuation of such Libor Loan and ending one (1) month thereafter.

provided , however , that:

               (i) any Interest Period (other than an Interest Period determined pursuant to clause (iv) below) that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless, such Business Day falls in the next calendar month, in which case such Interest Period shall end on the immediately preceding Business Day;

               (ii) if Borrower has incurred Hedging Obligations with Bank in connection with any Loan, the Interest Period shall be of the same duration as the relevant period set under the applicable Hedging Contract;

               (iii) any Interest Period applicable to a Libor Loan that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall, subject to clause (iv) below, end on the last Business Day of a calendar month; and

               (iv) any Interest Period that would otherwise end after the Term Loan Maturity Date or the Mortgage Loan Maturity Date shall end on the Term Loan Maturity Date or Mortgage Loan Maturity Date, respectively.

     “ Interest Rate Protection Agreement ” means collectively, the Term Loan Interest Rate Protection Agreement and the Mortgage Loan Interest Rate Protection Agreement.

     “ Inventory ” means all goods, merchandise, raw materials, supplies, work in process, finished goods and other tangible personal property held by Borrower for processing, sale or lease or furnished or to be furnished by Borrower under contracts of service or to be used or consumed in Borrower’s business.

     “ Investment ” means, as applied to Borrower and its Subsidiaries, the purchase or acquisition of (i) any share of capital stock, partnership interest, evidence of indebtedness or other equity security of any other Person, or (ii) all or any material portion of the properties and assets of any Person, any loan, advance or extension of credit to, or contribution to the capital of, any other Person, any real estate held for sale or investment, any commodities futures contracts held other than in connection with bona fide hedging transactions, any other investment in any other Person, and the making of any commitment or acquisition of any option to make an Investment.

     “ Letter of Credit ” or “ Letters of Credit ” means any letter(s) of credit issued by Bank for the account of Borrower or its Subsidiaries and shall include any Letter of Credit as it may be amended, modified or extended from time to time.

     “ Letter of Credit Application ” has the meaning set forth in Section 2.3.2 hereof.

     “ Letter of Credit Guaranty ” means a guaranty issued by Bank or a Bank Affiliate to guaranty the payment of a letter of credit to a Bank which has issued such letter of credit for the account of Borrower or a Subsidiary of Borrower.

     “ Libor Loan ” means any portion of the Mortgage Loan or Term Loan bearing interest at a rate determined by reference to the One Month Libor.

     “ Libor Rate ” means the One Month Libor.

     “ Line of Credit ” has the meaning set forth in Section 2.1.1. hereof.

     “ Loan ” means the Term Loan, the Mortgage Loan or any Revolving Loan.

     “ Loan Account ” means the account established by Borrower with Bank or a Bank Affiliate for purposes of administering the Line of Credit.

     “ Loans ” means the Term Loan, the Mortgage Loan and any Revolving Loan.

     “ London Banking Day ” means any day on which commercial banks are open for general business (including dealings in foreign exchange and foreign currency deposits) in London.

     “ Material Adverse Effect ” means (i) a material adverse effect upon the business, operations, properties, assets or condition (financial or otherwise) of Borrower and its Subsidiaries, taken as a whole, or (ii) a material adverse effect on the ability of Borrower to perform its obligations under this Agreement, the Notes or the Other Documents or the ability of Bank to enforce or collect any of the Obligations including the obligations of Guarantor to perform, or of Bank to enforce, any Guaranty. In determining whether any individual event would result in a Material Adverse Effect, notwithstanding that such event does not of itself have such an effect, a Material Adverse Effect shall be deemed to have occurred if the cumulative effect of such event and all other then existing events would result in a Material Adverse Effect.

     “ Mortgage ” means that certain Open-End Mortgage Deed and Security Agreement dated the date hereof and executed by Property Owner to and for the benefit of Bank encumbering the Property.

     “ Mortgage Note ” has the meaning set forth in Section 2.2.2. hereof.

     “ Mortgage Loan ” has the meaning set forth in Section 2.2.1. hereof.

     “ Mortgage Loan Interest Rate Protection Agreement ” has the meaning set forth in Section 2.2.8.

     “ Mortgage Loan Maturity Date ” means May 27, 2019.

     “ Note ” means the Term Note, the Mortgage Note or the Revolving Credit Note.

     “ Notes ” means the Term Note, the Mortgage Note and the Revolving Credit Note.

     “ Notice of Borrowing ” has the meaning set forth in Section 2.1.2.

     “ Obligations ” means any and all loans, advances, indebtedness, liabilities, obligations, covenants or duties of Borrower to Bank of any kind or nature, including obligations to pay money and to perform acts or refrain from taking action, whether arising under a loan, lease, credit card, line of credit, letter of credit, guaranty, indemnity, confirmation, acceptance, currency exchange, Hedging Contract, interest rate protection arrangement, overdraft or other type of financing arrangement, and any and all extensions and renewals thereof, and modifications and amendments thereto, whether in whole or in part, whether created directly by Bank or acquired by assignment, purchase, discount or otherwise, whether any of the foregoing are direct or indirect, joint or several, absolute or contingent under, due or to become due, now existing or hereafter arising, whether any present or future agreement or instrument, and whether or not evidenced by a writing and specifically including but not being limited to (i) the unpaid principal amount outstanding at any time under the Notes, plus all accrued and unpaid interest thereon, together with all fees, expenses, including attorneys’ fees, penalties, and other amounts owing by or chargeable to by Borrower under this Agreement, the Notes, any Hedging Contracts or the Other Documents.

     “ One Month LIBOR ” means the rate for deposits in U.S. Dollars for a period equal to one month which appears on the Reuters Screen LIBOR01 Page as of 11:00 a.m., London time, on the day that is two London Banking Days preceding that Reset Date. If such rate does not appear on the Reuters Screen LIBOR01 Page, the rate for that Reset Date will be the arithmetic mean of the rates quoted by major banks in London, selected by TD Bank, N.A., for a period equal to one month, as of 11:00 AM, London time, on the day that is two London Banking Days prior to the Reset Date.

     “ Other Documents ” means the Collateral Disclosure List, the Notes, the Security Agreement, the Environmental Certificate, the Mortgage, the Letter of Credit Applications, the Subordination Agreement, and all Hedging Contracts, and any other document, agreement or instrument executed by Borrower in connection with any Extension of Credit and any and all amendments, modifications and supplements thereto.

     “ PBGC ” means the Pension Benefit Guaranty Corporation or any entity succeeding to all or part of its functions under ERISA.

     “ Permitted Encumbrances ” has the meaning set forth in Section 8.5. hereof.

     “ Permitted Indebtedness ” has the meaning set forth in Section 8.1. hereof.

     “ Person ” means an individual, partnership, corporation, business trust, joint stock company, trust, unincorporated association, joint venture or other entity of whatever nature, whether public or private.

     “ Plan ” means, at any time, an employee pension or other benefit plan that is subject to Title IV of ERISA or subject to the minimum funding standards under Section 412 of the Code and is either (i) maintained by Borrower or any member of the Controlled Group for employees of Borrower or any member of the Controlled Group or (ii) if such plan is established, maintained pursuant to a collective bargaining agreement or any other arrangement under which more than one (1) employer makes contributions and to which Borrower or any member of the Controlled Group is then making or accruing an obligation to make contributions or has within the preceding five (5) plan years made contributions.

     “ Post Closing Matters ” has the meaning set forth on Section 11.1.(l) hereof.

     “ Premises ” means any premises leased by the Borrower and/or at which any Collateral is located, including, without limitation, the Property and the real property known as 21 Spring Lane, Farmington, Connecticut.

     “ Prime Rate ” means the highest prime rate published in the money section of the Wall Street Journal , in effect from time to time. The Bank shall not be required to notify Borrower of adjustments in said interest rate.

     “ Prime Rate Loan ” means any Loan bearing interest determined by reference to the Prime Rate.

     “ Property ” means the real property and improvement thereon located at 275 Richard Street, Newington, Connecticut.

     “ Property Owner ” means EDAC Technologies Corporation, a Wisconsin corporation.

     “ Qualification ” means, with respect to any report of independent public accountants covering any Financial Statements of Borrower and its Subsidiaries, a qualification to such report (such as a “subject to” or “except for” statement therein) (i) resulting from a limitation on the scope of examination of the Financial Statements or the underlying data; (ii) as to the capability of the Person whose Financial Statements are certified to continue operations as a going concern; or (iii) which could be eliminated by changes in the Financial Statements or notes thereto covered by such report (such as, by the creation of or increase in a reserve or a decrease in the carrying value of assets) and which if so eliminated by the making of any such change and after giving effect thereto would constitute of and Event of Default; provided that neither of the following shall constitute a Qualification: (a) a consistency exception relating to a change in accounting principles with which the independent public accountants for the Person whose Financial Statements are being examined have concurred or (b) a qualification relating to the outcome or disposition of any uncertainty, including but not limited to threatened litigation, pending litigation being contested in good faith, pending or threatened claims or other contingencies, the impact of which litigation, claims, contingencies or uncertainties cannot be determined with sufficient certainty to permit certification in such Financial Statements.

     “ Qualified Investments ” means, as applied to Borrower and its Subsidiaries, investments in (i) notes, bonds or other obligations of the United States of America or any agency thereof that as to principal and interest constitute direct obligations of or are guaranteed by the United States of America; (ii) certificates of deposit or other deposit instruments or accounts of Banks or trust companies organized under the laws of the United States or any state thereof that have capital and surplus of at least ONE HUNDRED MILLION AND NO/100 DOLLARS ($100,000,000.00); (iii) commercial paper that is rated not less than prime-one or A-1 or their equivalents by Moody’s Investors Service, Inc. or Standard & Poor’s Corporation, respectively, or their successors; and (iv) any repurchase agreement secured by any one (1) or more of the foregoing.

     “ Reimbursement Obligations ” means, as of any date as of which the amount thereof shall be determined, the aggregate obligation of Borrower, as of such date, to reimburse Bank in respect of Letters of Credit in accordance with Section 2.3. hereof.

     “ Release ” means any release, emission, disposal, leaching, or migration into the environment, (including, without limitation, the abandonment or disposal of any barrels, containers, or other closed receptacles containing any Hazardous Materials), or into or out of any property owned, occupied or used by Borrower.

     “ Reportable Event ” means any of the events described in Section 4043(b) of ERISA.

     “ Reset Date ” means the 27th of each month.

     “ Reuters Screen ” means, when used in connection with any designated page, the display page so designated on the Reuters service, or any Successor Source.

     “ Revolving Credit Commitment Amount ” means SEVEN MILLION FIVE HUNDRED THOUSAND AND NO/100 DOLLARS ($7,500,000.00) or any lesser amount, including zero (0), resulting from a reduction or termination of such amount in accordance with Section 2.1.7. or Section 12.1 .

     “ Revolving Credit Note ” has the meaning set forth in Section 2.1.3. hereof.

     “ Revolving Credit Period ” means the period beginning on the Closing Date and extending through and including the Revolving Credit Termination Date or such earlier date on which the obligation of Bank to make Revolving Loans is terminated or the Revolving Credit Commitment Amount is reduced to zero (0) in accordance with the terms hereof.

     “ Revolving Credit Termination Date ” means July 31, 2011, and any subsequent date to which the Revolving Credit Termination Date may be extended under Section 2.1.8. hereof.

     “ Revolving Loan ” means the loan(s) and advance(s) which Borrower requests or is deemed to have requested pursuant to Section 2.1.1. hereof.

     “ Security Agreement ” means the security agreement to be executed and delivered by Borrower in favor of Bank, as it may be amended, modified or supplemented from time to time.

     “ Security Value of Accounts Receivable ” means, as of any date as of which the amount thereof shall be determined, eighty percent (80%) (or such lesser percentage as Bank may determine in its reasonable credit judgment) of the Eligible Account Receivables of Borrower as of the date of determination.

     “ Security Value of Inventory ” means, as of any date as of which the amount thereof shall be determined, the lesser of (i) fifty percent (50%) (or such lesser percentage as Bank may determine from time to time in its reasonable credit judgment) of Borrower’s Eligible Inventory as of the date of determination valued on a first in first out basis at the lower of cost or market value into, or (ii) THREE MILLION AND 00/100 DOLLARS ($3,000,000.00).

     “ Solvent ” means, when used with respect to any Person, that as of the date as to which the Person’s solvency is to be determined:

               (a) the fair saleable value of such Person’s properties and assets is in excess of the total amount of its liabilities (including contingent liabilities) as they become absolute and matured;

               (b) it has sufficient capital to conduct its business; and

               (c) it is able to meet its debts as they mature.

     “ Subordination Agreement ” means the meaning set forth in Section 7.20. hereof.

     “ Subordinated Indebtedness ” means Indebtedness, whether now existing or hereafter arising, with respect to which the payment of the principal of and interest on is expressly subordinated in right of payment, in form and on terms approved by Bank in writing, to the prior payment in full of the Obligations.

     “ Subsidiary ” means any Person of which fifty percent (50%) or more of the ordinary voting power for the election of a majority of the members of the board of directors or other governing body of such Person is held or controlled by Borrower or a Subsidiary of Borrower; or any other such organization the management of which is directly or indirectly controlled by Borrower or Subsidiary of Borrower through the exercise of voting power or otherwise; or any joint venture, whether incorporated or not, in which Borrower has a fifty percent (50%) or more ownership interest. The term “control” (and its correlative meanings “controlled by” and “under common control with”) as used in this Section 1. means the possession, directly or indirectly, of the power to direct, or cause the direction of, the management and policies of a Person, whether through ownership of voting stock, by contract or otherwise.

     “ Successor Source ” means, in relation to any display page, other published source, information vendor or provider: i) the successor display page, other published source, information vendor or provider that has been officially designated by the sponsor of the original page or source; or (ii) if the sponsor has not officially designated a successor display page, other published source, service or provider (as the case may be), the successor display page, other published source, service or provider, if any, designated by the relevant information vendor or provider (if different from the sponsor).

     “ Telerate Page 3750 ” means the display designated as “Page 3750” on the Dow Jones Telerate Service (or such other page as may replace Page 3750 on that service or such other service as may be nominated by the British Bankers’ Association as the information vendor for the purpose of displaying British Bankers’ Association Interest Settlement Rates for U.S. Dollar Deposits).

     “ Term Note ” has the meaning set forth in Section 2.4.2. hereof.

     “ Term Loan ” has the meaning set forth in Section 2.4.1. hereof.

     “ Term Loan Interest Rate Protection Agreement ” has the meaning set forth in Section 2.4.8. hereof.

     “ Term Loan Maturity Date ” means May 27, 2014.

     “ Uniform Customs and Practice ” means the Uniform Customs and Practice for Documentary Credits (1993) Revision, International Chamber of Commerce Publication No. 500.

SECTION 2. THE CREDIT FACILITIES

     Section 2.1. Line of Credit .

          Section 2.1.1. Revolving Loans . Upon the execution of this Agreement, Bank agrees to extend to Borrower a line of credit, so that as long as no Default or Event of Default has occurred and is continuing, Borrower may borrow, repay and reborrow, on a revolving basis in one (1) or more Revolving Loans from time to time prior to the close of business on the Revolving Credit Termination Date, amounts which together with the amount of (i) Credits Outstanding, and (ii) unpaid Reimbursement Obligations, do not exceed in the aggregate at any one time outstanding the lesser of (i) the Borrowing Base, or (ii) the Revolving Credit Commitment Amount (the “Line of Credit”). Bank shall have the right, in its reasonable credit judgment, to deem any payments, deposits, guaranties or indemnifications made by Bank under any acceptance, guaranty or similar instrument to be Revolving Loans, and Bank may, in its reasonable credit judgment, establish such reserves as it deems appropriate against any present or future obligation of Bank to make payment, to deposit or to perform in respect of any of the same. Bank may, in its reasonable credit judgment, fund such reserves and/or charge the same to the Loan Account at such time as it deems appropriate. Notwithstanding any provision of this Agreement to the contrary, all Revolving Loans and other payments, deposits, guaranties or indemnifications deemed to be Revolving Loans by Bank hereunder, shall constitute one obligation of Borrower to Bank, secured by Bank’s security interest in the Collateral.

          Section 2.1.2. Notice of Borrowing . Whenever Borrower desires to obtain a Revolving Loan, Borrower shall notify Bank by telex, telegraph or telephone received no later than 11:00 a.m. (Connecticut time) on the same Business Day on which the requested Revolving Loan is to be made. Such notice shall specify the effective date and amount of each Revolving Loan, subject to the limitations set forth. Each such notification (a “Notice of Borrowing”) shall be immediately followed by a written confirmation thereof by Borrower in substantially the form of Exhibit A hereto; provided , however , that if such written confirmation differs in any material respect from the action taken by Bank, the records of Bank shall control absent manifest error. Subject to the terms and conditions of this Agreement, Bank shall make each Revolving Loan on the effective date specified therefor by crediting the amount of such Revolving Loan to the Loan Account.

               Section 2.1.3. Revolving Credit Note . Revolving Loans shall be evidenced by a promissory note executed by Borrower in substantially the form attached hereto as Exhibit B (the “Revolving Credit Note”), with all blanks therein appropriately completed, payable to the order of Bank, which Revolving Credit Note is hereby incorporated herein by reference and made a part hereof.

          Section 2.1.4. Payment of Principal . The aggregate unpaid principal amount of all Revolving Loans, together with accrued and unpaid interest thereon, as evidenced by the Revolving Credit Note, shall, unless sooner accelerated by Bank following the occurrence of an Event of Default, be repaid by Borrower on the Revolving Credit Termination Date.

          Section 2.1.5. Interest . Each Revolving Loan shall bear interest at a variable annual rate equal to the greater of, (i) the Prime Rate plus Zero Percent (0%), which rate shall change contemporaneously with any change in the Prime Rate, or (ii) Four Percent (4%). Such interest shall be payable on the first day of each month commencing June 1, 2009 and continuing until such Revolving Loan is due (whether at maturity, by reason of acceleration or otherwise).

          Section 2.1.6. Record of Revolving Loans . Each Revolving Loan shall be recorded on the books maintained by Bank with respect to the Loan Account by Bank. Bank shall also record on such books all payments made by Borrower on the Revolving Credit Note, interest and expenses and other appropriate debits and credits as herein provided. Bank shall from time to time render and send to Borrower a statement of the Loan Account showing the outstanding aggregate principal balance of the Revolving Credit Note, together with interest and other appropriate debits and credits as of the date of the statement. The statement of Loan Account shall be considered correct in all respects and accepted by and be conclusively binding upon Borrower unless Borrower makes specific written objections thereto within sixty (60) days after the date the statement of the Loan Account is received or later presents objective evidence demonstrating a manifest error by Bank in the preparation of the statement of the Loan Account. Bank may also record and endorse on Schedule A attached to and forming a part of the Revolving Credit Note appropriate notations evidencing (i) the date and amount of each Revolving Loan to be evidenced by the Revolving Credit Note and (ii) the date and amount of each payment of principal made by Borrower with respect thereto; provided, however, that the failure of Bank to make such notation shall not limit or otherwise affect the obligations of Borrower under the Revolving Credit Note or this Agreement. Bank is hereby irrevocably authorized by Borrower to so endorse such Schedule A and to attach to and make a part of the Revolving Credit Note a continuation of such Schedule A as and when required.

          Section 2.1.7. Termination . The Line of Credit and Bank’s obligation to lend thereunder shall terminate on the Revolving Credit Termination Date (or sooner pursuant to Section 12 hereof), at which point all of the sums due and owing under the Line of Credit shall be immediately due and payable, unless the Line of Credit is renewed in accordance with Section 2.1.8. hereof.

          Section 2.1.8. Renewal . Bank may, in its sole and absolute discretion, upon written agreement with Borrower, renew the Line of Credit for additional periods of time on such terms and conditions as it may elect. In the event of the renewal of the Line of Credit, the Revolving Credit Termination Date shall be extended for a corresponding period.

          Section 2.1.9. Prepayment . The Line of Credit can be prepaid, in whole or in part, at any time without penalty or premium.

          Section 2.1.10. Use of Proceeds . Revolving Loans shall be used solely for the future working capital needs of Borrower and for issuance of letters of credit including a Letter of Credit to the seller of the Property.

          Section 2.1.11. Mandatory Prepayment . If for any reason at any time the outstanding aggregate principal amount of all Revolving Loans shall exceed the Borrowing Base in effect from

time to time, then any such excess amount shall, at Bank’s election, be due and payable on demand.

          Section 2.1.12. Joint and Several Obligations Borrower acknowledges and agrees that the Line of Credit is a joint credit facility extended by Bank for the joint needs of each Borrower and their Subsidiaries. Each Borrower acknowledges and agrees that their liability under this Agreement, the Revolving Credit Note and the Other Documents in respect of the Obligations is joint and several.

          Section 2.1.13. Calculation of Borrowing Base . The Borrowing Base as of any time shall be calculated by Bank using the most recent Borrowing Base Certificate and other financial reports delivered by Borrower to Bank under Section 7.1.7. hereof. Bank shall have the right, in its reasonable credit judgment, and at any time and for any reason, to exclude any items, types or categories of Accounts Receivable or Inventory from the Borrowing Base and to reduce the dollar amount of (i) Eligible Accounts Receivable by the amount of discounts, credits, allowances and returns of any kind then outstanding, issued, granted, owing, accrued or liable to be accrued or (ii) Eligible Inventory by the amount of special order goods, advertising, packaging, parts, supplies, tooling or similar items. Any Accounts Receivable or Inventory which have been so excluded as well as any Accounts Receivable or Inventory which are or have become Disqualified Accounts Receivable or Disqualified Inventory for any other reason shall remain as collateral for the Obligations notwithstanding such exclusion or disqualification.

     Section 2.2. Mortgage Loan .

          Section 2.2.1. Amount of Loan . Upon the execution of this Agreement, Borrower agrees to borrow from Bank, and Bank agrees to lend to Borrower, the principal amount of TWO MILLION SIX HUNDRED FORTY THOUSAND AND 00/100 DOLLARS ($2,640,000.00) (the “Mortgage Loan”).

          Section 2.2.2. Mortgage Note . The Mortgage Loan shall be evidenced by a promissory note executed by Borrower in substantially the form attached hereto as Exhibit C (the “Mortgage Note”), with all blanks therein appropriately completed and payable to the order of Bank, which Mortgage Note is hereby incorporated by reference and made a part hereof.

          Section 2.2.3. Payment of Principal . Fixed monthly payments of principal, based upon a twenty (20) year amortization schedule, as specified in the amortization schedule attached hereto as Schedule 2.2.3 , will be due on the 27th day of each month commencing June 27, 2009, subject to adjustment in accordance with the Following Business Day Convention, until the Mortgage Loan Maturity Date, when all outstanding principal and accrued and unpaid interest under the Mortgage Loan shall be due and payable in full.

          Section 2.2.4. Interest .

          (a) The unpaid principal amount of the Mortgage Loan shall bear interest at an adjustable annual rate equal to the One Month Libor (London Interbank Offered Rate), plus three percentage points (3.00%). As long as no Default or Event of Default shall have occurred and be

continuing, and subject to the terms of any applicable Hedging Contract with respect to the Mortgage Loan, if any Libor Loan is outstanding on the last day of the then current Interest Period applicable thereto, such Libor Loan shall be automatically continued, subject to the definition of the term “Interest Period,” for an additional Interest Period which matches the then current Interest Period applicable to such Libor Loan.

          (b) Interest on the unpaid principal amount of the Mortgage Loan shall be due and payable commencing June 27, 2009 and continuing on the same day of each succeeding calendar month thereafter until the entire outstanding principal amount of the Mortgage Loan shall be paid in full.

          Section 2.2.5. Prepayment of Mortgage Loan .

          (a) With respect to the Mortgage Loan, Borrower may prepay a Libor Loan only upon at least three (3) Business Days prior written notice to Bank (which notice shall be irrevocable), and any such prepayment shall occur only on the last day of the Interest Period for such Libor Loan. Borrower shall pay to Bank, upon request of Bank, such amount or amounts as shall be sufficient (in the reasonable opinion of Bank) to compensate it for any loss, cost, or expense incurred as a result of: (i) any payment of a Libor Loan on a date other than the last day of the Interest Period for such Loan; and (ii) any failure by Borrower to pay a Libor Loan on the date due. Without limiting the foregoing, Borrower shall pay to Bank a “Libor Loan Prepayment Fee” in an amount computed as follows: The current rate for United States Treasury securities (bills on a discounted basis shall be converted to a bond equivalent) with a maturity date closest to the Interest Period as to which the prepayment is made, shall be subtracted from the Libor Rate in effect at the time of prepayment, plus the margin applicable thereto. If the result is zero or a negative number, there shall be no Libor Loan Prepayment Fee. If the result is a positive number, then the resulting percentage shall be multiplied by the amount of the principal balance being prepaid. The resulting amount shall be divided by 360 and multiplied by the number of days remaining in the Interest Period as to which the prepayment is made. Said amount shall be reduced to present value calculated by using the above referenced United States Treasury securities rate and the number of days remaining in the Interest Period as to which prepayment is made. The resulting amount shall be the Libor Loan Prepayment Fee due to Bank upon the prepayment of a Libor Loan. If by reason of an Event of Default, Bank elects to declare the Mortgage Note to be immediately due and payable, then any Libor Loan Prepayment Fee with respect to a Libor Loan shall become due and payable in the same manner as though Borrower had exercised such right of prepayment.

          (b) Borrower shall indemnify Bank against any Breakage Costs as well as any costs associated with marking to market any Hedging Obligations that (in the reasonable determination of the Bank) are required to be terminated as a result of any repayment or prepayment of the principal amount of any Libor Loans on a date other than the scheduled last day of the Interest Period applicable thereto or otherwise in violation of any Hedging Contract as more particularly set forth in such Hedging Contract.

          (c) All prepayments shall be applied first to all fees, costs, expenses incurred by the Bank pursuant to this Agreement, then to any late charges, then to accrued and unpaid interest as

of the date of such prepayment and the remainder to installments of principal due hereunder in inverse order of maturity. No amount prepaid by the Borrower with respect to the Mortgage Loan may be reborrowed.

          Section 2.2.6. Maturity . Except where this Agreement or any instrument evidencing indebtedness hereunder provides that the obligations of Borrower shall become due upon any earlier date and notwithstanding any applicable provision permitting repayment at a later date, the Mortgage Loan shall become fully and finally due and payable on the Mortgage Loan Maturity Date.

          Section 2.2.7. Use of Proceeds . The proceeds of the Mortgage Loan shall be used to purchase the Property.

          Section 2.2.8. Mortgage Loan Interest Rate Protection Agreement . Borrower has entered into a certain ISDA Master Agreement (together with the confirmation thereof and all schedules thereto, and as may be amended or substituted from time to time, the “Mortgage Loan Interest Rate Protection Agreement”) dated as of May 27, 2009 with the Bank in order to eliminate the risk with respect to fluctuation of the interest rate in connection with the Mortgage Loan. The Mortgage Loan Interest Rate Protection Agreement shall be effective as of such date with the payment terms and the fixed rate as referenced therein to commence on May 27, 2009 and shall continue until May 27, 2014 and shall, at all times, be in a notational amount sufficient to cover the entire outstanding principal amount of the Mortgage Loan. If the Mortgage Loan Interest Rate Protection Agreement shall expire prior to May 27, 2014 and leave any principal of the Mortgage Loan uncovered thereby, or if for any other reason any principal portion of the Mortgage Loan shall be uncovered by the Mortgage Loan Interest Rate Protection Agreement during the period of time commencing on May 27, 2009 and ending May 27, 2014, such uncovered amount shall be immediately due and payable. All costs, expenses, penalties and indemnity obligations that may be incurred by Bank as a result of the Borrower’s default under, or termination of, the Mortgage Loan Interest Rate Protection Agreement, including but not limited to the costs of unwinding the Mortgage Loan Interest Rate Protection Agreement, shall be (a) subject to immediate reimbursement by the Borrower pursuant to the terms hereof and to the Mortgage Loan Interest Rate Protection Agreement, and (b) secured by the Security Agreement and all Other Documents.

     Section 2.3. Letters of Credit .

          Section 2.3.1. Issuance . Upon the execution of this Agreement, and as long as no Default or Event of Default has occurred and is continuing, Bank, either directly or through a Bank Affiliate, hereby agrees to issue, extend, amend or renew Letters of Credit or Letter of Credit Guaranties from time to time after the Closing Date until the Revolving Credit Termination Date, either directly or through a Bank Affiliate, for the account of Borrower; provided , however , that the amount of each requested Letter of Credit or Letter of Credit Guaranty, when added to the aggregate amount of all Revolving Loans, all Credits Outstanding and all unpaid Reimbursement Obligations and other payments, deposits, guaranties or indemnifications deemed to be Revolving Loans under Section 2.1.1. hereof, does not exceed the lesser of the Borrowing Base or the Revolving Credit Commitment Amount in effect from time to time and provided , further , that the aggregate amount of Credits Outstanding and unpaid Reimbursement Obligations (after taking

into account the amount of the requested Letter of Credit or Letter of Credit Guaranty) shall not exceed TWO MILLION SEVEN HUNDRED THOUSAND AND NO/100 DOLLARS ($2,700,000.00). Notwithstanding the foregoing, the issuance of each Letter of Credit or Letter of Credit Guaranty other than documentary letters of credit shall be made on a case by case basis in the sole and absolute discretion of Bank other than the issuance of the letter of credit at Closing to the seller of the Property.

          Section 2.3.2. Application . Borrower shall request the issuance of a Letter of Credit or Letter of Credit Guaranty by its execution and delivery to Bank of an application in such form as Bank may require from time to time (the “Letter of Credit Application”). If the Letter of Credit Application is acceptable to Bank, in its sole and absolute discretion, then Bank shall prepare the Letter of Credit or the Letter of Credit Guaranty in accordance with the instructions set forth in the Letter of Credit Application and, provided that there is adequate availability under the Line of Credit as set forth in Section 2.3.1. above, issue the Letter of Credit or the Letter of Credit Guaranty to the Beneficiary thereof unless otherwise instructed by Borrower. Borrower acknowledges and agrees that Bank shall have no obligation to issue any Letter of Credit or any Letter of Credit Guaranty which provides for an expiration date later than thirty (30) days prior to the Revolving Credit Termination Date.

          Section 2.3.3. Reimbursement . Borrower hereby acknowledges and agrees that it shall be obligated to reimburse Bank in respect of obligations under Letters of Credit and Letter of Credit Guaranties:

          (a) except as otherwise provided in this Agreement, or the applicable Letter of Credit Application, on each date that any Drawing is honored by Bank or a Bank Affiliate, Bank or a Bank Affiliate or otherwise makes a payment with respect thereto, and only to the extent that such Drawing is not deemed to be a Revolving Loan under Section 2.1.1. hereof, (i) the amount paid by Bank or a Bank Affiliate under or with respect to such Drawing, and (ii) the amount of any taxes, fees, charges or other reasonable costs and expenses whatsoever incurred by Bank or any Bank Affiliate in connection with any payment made by Bank or a Bank Affiliate under, or with respect to, such Letter of Credit or the Letter of Credit Guaranty;

          (b) upon the reduction (but not termination) of the Revolving Credit Commitment Amount to an amount less than the sum of (i) all Revolving Loans and amounts deemed to be Revolving Loans as of such date and Credits Outstanding as of such date plus (ii) the amount of unpaid Reimbursement Obligations as of such date, an amount equal to any such difference, which amount shall be held by Bank as cash collateral for all Reimbursement Obligations; and

          (c) upon the termination of the Revolving Credit Commitment Amount, or the acceleration of the Reimbursement Obligations in accordance with Section 12.1. hereof, an amount equal to the sum of (i) Credits Outstanding as of such date plus (ii) the amount of unpaid Reimbursement Obligations as of such date, which amount shall be held by Bank as cash collateral for all Reimbursement Obligations.

Borrower shall pay interest on any amounts due and payable under this Section 2.3.3. from the date such amounts are payable (whether at maturity, by acceleration or otherwise) until paid in full

at the rate of interest applicable to Revolving Loans for three (3) days and, thereafter, at the Default Rate applicable to the Revolving Loans.

          Section 2.3.4. Debit to Line of Credit . Bank shall be entitled, in its sole and absolute discretion, to debit the amount of any Drawing as well as any fees, costs and expenses incurred by Bank or a Bank Affiliate in connection with such Drawing against the Line of Credit and deem such amount to be Revolving Loans under Section 2.1.1. hereof.

          Section 2.3.5. Termination of Obligation . The obligation of Bank to issue Letters of Credit or Letter of Credit Guaranties under this Section 2.3. shall terminate thirty (30) days prior to the Revolving Credit Termination Date or any renewal thereof.

          Section 2.3.6. Obligations Absolute . The obligations of Borrower with respect to Letters of Credit or Letter of Credit Guaranties issued under this Agreement shall be unconditional and irrevocable, shall be paid strictly in accordance with the terms of this Agreement under all circumstances and shall not be reduced by: (a) any lack of validity or enforceability of any document executed between Borrower and a Beneficiary; (b) the existence of any claim, set-off, defense or other right which Borrower may have at any time against a Beneficiary or any transferee of a Letter of Credit or Letter of Credit Guaranties (or any Persons for which such Beneficiary or any such transferee may be acting), against Bank, or against any other Person, whether in connection with this Agreement, the transactions contemplated herein or any unrelated transaction; and (c) any statement or any other document presented under a Letter of Credit or Letter of Credit Guaranties proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect, unless Bank had actual knowledge (without any investigation having been made) that such statement or other document was forged, fraudulent, invalid or insufficient.

          Section 2.3.7. Indemnification . Borrower hereby indemnifies and holds Bank and any Bank Agents, harmless from and against any and all claims, damages, losses, liabilities, costs or expenses (including reasonable legal fees and expenses) which Bank or any Bank Agents may incur or which may be claimed against Bank by any Person by reason of or in connection with the execution and delivery or transfer of, or payment or failure to make lawful payment under, a Letter of Credit or Letter of Credit Guaranties; provided , however , that Borrower shall not be required to indemnify Bank or any Bank Agents for any claims, damages, losses, liabilities, costs or expenses to the extent, but only to the extent, caused by Bank’s (i) failure to act in good faith and in conformity with such laws, regulations or commercial or banking customs, as Bank may reasonably deem to be applicable, or (ii) honoring a Drawing on a Letter of Credit or Letter of Credit Guaranty issued hereunder when at the time of such honoring Bank had actual knowledge (without any investigation having been made) that such Drawing was forged, fraudulent, invalid or insufficient. Nothing in this Section 2.3.7. is intended to limit Borrower’s obligations hereunder. Without prejudice to the survival of any other obligation of Borrower hereunder, the indemnities and obligations of Borrower contained in this Section 2.3.7. shall survive the payment in full of the Obligations. In case any claim is asserted or any action or proceeding is brought against Bank or any Bank Agents, Bank or any such Bank Agents shall promptly notify Borrower of such claim, action or proceeding and Borrower shall resist, settle or defend with counsel reasonably acceptable to Bank, such claim, action or proceeding. If, within ten (10) days of

Borrower’s receipt of such notice, Borrower does not commence and continue to prosecute the defense of such claim, action or proceeding, Bank, or any such Bank Agents, may retain legal counsel to represent it in such defense and Borrower shall indemnify Bank, or any such Bank Agents, for the reasonable fees and expenses of such legal counsel. Subject to the foregoing, Bank shall cooperate and join with Borrower, at the expense of Borrower, as may be required in connection with any action taken or defended by Borrower.

          Section 2.3.8. Liability of Bank . Any action, inaction or omission on the part of Bank under or in connection with a Letter of Credit or Letter of Credit Guaranty issued hereunder or related instruments or documents, if in good faith and in conformity with such laws, regulations or commercial or banking customs as Bank may reasonably deem to be applicable, shall be binding upon Borrower, shall not place Bank under any liability to Borrower, shall not affect, impair or prevent the vesting of any of Bank’s rights or powers hereunder or Borrower’s obligation to make full reimbursement to Bank. Borrower assumes all risks of the acts or omissions of a Beneficiary or transferee of a Letter of Credit or Letter of Credit Guaranty with respect to its use of the Letter of Credit or Letter of Credit Guaranty. In furtherance of, and not in limitation of Bank’s rights and powers under the Uniform Customs and Practice, but subject to all other provisions of this Section 2.3. it is understood and agreed that Bank shall not have any liability for and that Borrower assumes all responsibility for: (a) the genuineness of any signature; (b) the form, correctness, validity, sufficiency, genuineness, falsification and legal effect of any draft, certification or other document required by a Letter of Credit or Letter of Credit Guaranty and the authority of the person signing the same; (c) the failure of any instrument to bear any reference or adequate reference to the Letter of Credit or Letter of Credit Guaranty or the failure of any persons to note the amount of any instrument on the reverse of the Letter of Credit or to surrender the Letter of Credit or Letter of Credit Guaranty or otherwise to comply with the terms and conditions of the Letter of Credit or Letter of Credit Guaranty; (d) the good faith or acts of any person other than Bank and its agents and employees; (e) the existence, form, sufficiency or breach of or default under any other agreement or instrument of any nature whatsoever; (f) any delay in giving or failure to give any notice, demand or protest; and (g) any error, omission, delay in or nondelivery of any notice or other communication, however sent. The determination as to whether the required documents are presented prior to the expiration of a Letter of Credit or Letter of Credit Guaranty issued hereunder and whether such other documents are in proper and sufficient form for compliance with the Letter of Credit or Letter of Credit Guaranty shall be made by Bank in its sole and absolute discretion, which determination shall be conclusive and binding upon Borrower.

          Section 2.3.9. Fees . Borrower hereby agrees:

          (a) To pay to Bank or a Bank Affiliate any issuance, drawing, renewal, amendment or other fee or charge customarily assessed by Bank or a Bank Affiliate in connection with any Letter of Credit or Letter of Credit Guaranty. Any such fees shall be paid at the time Borrower becomes obligated to pay any such fee.

          (b) On or prior to the Closing Date, to pay to Bank a Letter of Credit Fee in the amount equal to the product of two percent (2.0%) multiplied by the aggregate amount of Letter of Credit available to be drawn hereunder on the Closing Date, which fee is deemed upon
receipt by

Bank fully earned and non-refundable under any circumstance, which is the sole fee for the issuance of the Letter of Credit to the seller of the Property.

     Section 2.4. Term Loan .

          Section 2.4.1. Amount of Term Loan . Upon the execution of this Agreement, Borrower agrees to borrow from Bank, and Bank agrees to lend to Borrower, the principal amount of FOUR MILLION THREE HUNDRED SIXTY THOUSAND AND 00/100 DOLLARS ($4,360,000.00) (the “Term Loan”).

          Section 2.4.2. Term Note . The Term Loan shall be evidenced by a promissory note executed by Borrower in substantially the form attached hereto as Exhibit D (the “Term Note”), with all blanks therein appropriately completed and payable to the order of Bank, which Term Note is hereby incorporated by reference and made a part hereof.

          Section 2.4.3. Payment of Principal . Fixed monthly payments of principal, based upon a seven (7) year amortization schedule, as specified in the amortization schedule attached hereto as Schedule 2.4.3 , together with accrued interest on the principal amount of the Term Loan, will be due on the 27th day of each month commencing June 27, 2009, subject to adjustment in accordance with the Following Business Day Convention, until the Term Loan Maturity Date, when all outstanding principal and accrued and unpaid interest under the Term Loan shall be due and payable in full.

          Section 2.4.4. Interest .

          (a) The unpaid principal amount of the Term Loan shall bear interest at an adjustable annual rate equal to the One Month Libor (London Interbank Offered Rate), plus three percentage points (3.00%). As long as no Default or Event of Default shall have occurred and be continuing, and subject to the terms of any applicable Hedging Contract with respect to the Term Loan, if any Libor Loan is outstanding on the last day of the then current Interest Period applicable thereto, such Libor Loan shall be automatically continued, subject to the definition of the term “Interest Period,” for an additional Interest Period which matches the then current Interest Period applicable to such Libor Loan.

          (b) Interest on the unpaid principal amount of the Term Loan shall be due and payable commencing June 27, 2009 and continuing on the same day of each succeeding calendar month thereafter until the entire outstanding principal amount of the Term Loan shall be paid in full.

          Section 2.4.5. Prepayment of the Term Loan .

          (a) With respect to the Term Loan, Borrower may prepay a Libor Loan only upon at least three (3) Business Days prior written notice to Bank (which notice shall be irrevocable), and any such prepayment shall occur only on the last day of the Interest Period for such Libor Loan. Borrower shall pay to Bank, upon request of Bank, such amount or amounts as shall be sufficient (in the reasonable opinion of Bank) to compensate it for any loss, cost, or expense incurred as a

result of: (i) any payment of a Libor Loan on a date other than the last day of the Interest Period for such Loan; and (ii) any failure by Borrower to pay a Libor Loan on the date due. Without limiting the foregoing, Borrower shall pay to Bank a “Libor Loan Prepayment Fee” in an amount computed as follows: The current rate for United States Treasury securities (bills on a discounted basis shall be converted to a bond equivalent) with a maturity date closest to the Interest Period as to which the prepayment is made, shall be subtracted from the Libor Rate in effect at the time of prepayment, plus the margin applicable thereto. If the result is zero or a negative numb