<PAGE>
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 102 West Main Street, New
Britain, Connecticut 06050-0174, 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 accordan
