|
|
|
|
|
$7,500,000.00
|
|
May 27, 2009
Hartford, Connecticut
|
FOR VALUE
RECEIVED, the undersigned, EDAC TECHNOLOGIES CORPORATION, a
Wisconsin corporation, GROS-ITE INDUSTRIES, INC., and APEX MACHINE
TOOL COMPANY, INC., each a Connecticut corporation and each with a
place of business located at 1806 Farmington Avenue, Farmington,
Connecticut 06032 (collectively, the “Maker”), hereby
unconditionally promises to pay to the order of TD BANK, N.A. (the
“Payee” or “Bank”), or any subsequent
assignee or holder (Payee and any subsequent assignee or holder
being sometimes referred to as “Holder”) at the office
of the Bank located at 102 West Main Street, New Britain,
Connecticut 06050-0174, the principal amount of SEVEN MILLION FIVE
HUNDRED THOUSAND AND NO/100 DOLLARS ($7,500,000.00), or such lesser
amount as may have been loaned, advanced or readvanced to Maker by
Bank under the terms of that certain Credit Agreement, of even date
herewith, by and between Maker and the Bank (the “Credit
Agreement”), together with interest thereon as provided
herein and all other sums due from Maker to Bank under the Credit
Agreement and this Note.
The unpaid
principal amount of this Note together with accrued and unpaid
interest thereon, shall be due and payable on July 31, 2011,
as set forth in Section 2.1.4. of the Credit Agreement, except
as may be amended from time to time pursuant to Section 2.1.8
of the Credit Agreement.
Interest on the
unpaid principal amount of this Note shall be payable monthly in
arrears from the date hereof, commencing on June 1, 2009 and
continuing on the first day of each succeeding calendar month until
paid in full at a variable annual rate equal to the greater of
(i) the Prime Rate plus Zero Percent (0%), or (ii) Four
Percent (4%), and in the manner specified in Section 2.1.5. of the
Credit Agreement.
This Note is the
Revolving Credit Note referred to in Section 2.1.3. of the
Credit Agreement, the terms and conditions of which are hereby
incorporated by this reference. Capitalized terms used herein
without definition shall have the meanings set forth in the Credit
Agreement.
Overdue payments
of principal (whether at stated maturity, by acceleration or
otherwise), and, to the extent permitted by law, overdue interest,
shall bear interest at the rate and in the manner set forth in
Section 2.6.4. of the Credit Agreement.
If a payment of
principal or interest is not made within fifteen (15) days of
its due date, the undersigned will also pay on demand a late
payment charge equal to six percent (6%) of the amount of such
payment. Nothing in the preceding sentence shall affect the
Bank’s rights to exercise any of its rights and remedies
provided in the Credit Agreement if an Event of Default has
occurred.
2
No reference to
the Credit Agreement nor any provision thereof shall affect or
impair the absolute and unconditional obligation of the Maker of
this Note to pay the principal of and interest on this Note as
herein provided.
All sums paid
under this Note shall be applied first to all fees, costs and
expenses incurred by Bank under the Credit Agreement and this Note,
then to any late charges payable by Maker, then to any accrued and
unpaid interest, with the balance, if any, to be applied to unpaid
principal.
Until notified in
writing of the transfer of this Note, Maker shall be entitled to
deem Payee or such person who has been so identified by the
transferor in writing to Maker as the holder of this Note, as the
owner and holder of this Note.
|
