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TERM LOAN NOTE
$5,000,000.00
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) the principal amount of FIVE MILLION DOLLARS
($5,000,000.00) in the amounts and on the dates set forth on
Schedule I to 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) 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 the borrowing of the Term 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
availabl