<PAGE>
Exhibit 10.5
AMENDED AND RESTATED REVOLVING CREDIT NOTE
------------------------------------------
US $6,719,770.39
December 21, 2006
St. Louis, Missouri
For
value received, the undersigned, Zoltek Companies, Inc., a
Missouri
corporation, Zoltek Corporation, a Missouri corporation, Zoltek
Properties,
Inc., a Missouri corporation, and Engineering Technology
Corporation, a
Missouri corporation (individually and collectively hereinafter
"Borrowers";
all references to "Borrowers" or "Borrower" shall mean each and all
of the
Borrowers), hereby jointly and severally promise to pay to the
order of
Southwest Bank of St. Louis (the "Bank"), in lawful money of the
United States
of America, the principal sum of Six Million Seven Hundred Nineteen
Thousand
Seven Hundred Seventy and 39/100 Dollars ($6,719,770.39), or if
less, the
amount outstanding under Section 2.02 of the Credit Agreement (as
hereinafter
------------
defined), together with interest from the date hereof at the rate
provided for
in the Credit Agreement. Principal and interest of this Note shall
be payable
at the time or times provided in Section 3 of the Credit
Agreement.
---------
This
Amended and Restated Revolving Credit Note (this "Note") is the
Revolving Credit Note referred to in, and is issued pursuant to,
that certain
Credit Agreement among the Borrowers, Cape Composites, Inc.,
Hardcore
Composites Operations, LLC and the Bank dated as of May 11, 2001,
as amended
by that certain First Amendment to Credit Agreement dated as of
February 13,
2003, that certain Second Amendment to Credit Agreement dated as of
January
13, 2004, and that certain Third Amendment to Credit Agreement of
even date
herewith (as further amended or otherwise modified from time to
time, the
"Credit Agreement"), and is entitled to all of the benefits and
security of
the Credit Agreement. All of the terms, covenants and conditions of
the Credit
Agreement and all other instruments evidencing or securing the
indebtedness
hereunder are hereby made a part of this Note and are deemed
incorporated
herein in full. All capitalized terms used herein, unless
otherwise
specifically defined in this Note, shall have the meanings ascribed
to them in
the Credit Agreement.
This
Note is secured by the Collateral described in the Credit
Agreement.
Interest hereunder shall be computed on, the basis of actual days
elapsed
over the period of a 360-day year. Upon or after the occurrence and
during the
continuation of any Event of Default, the outstanding principal
balance of
this Note shall bear interest at a variable rate per annum equal to
the
Default Rate until the principal balance of this Note is paid in
full.
In
no contingency or event whatsoever, whether by reason of
advancement
of the proceeds hereof or otherwise, shall the amount paid or
agreed to be
paid to the Bank for the use, forbearance or detention of money
advanced
hereunder exceed the highest lawful rate permissible under any law
which a
court of competent jurisdiction may deem applicable hereto.
The
Borrowers may
