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REVOLVING CREDIT 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), or if less, the aggregate amount of all
Revolving
Credit Loans made by Lender to Borrower, and outstanding,
pursuant
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, on the Revolving Credit Maturity Date; 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 borrowings of the Revolving Credit Loans
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
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