SEVENTH AMENDMENT TO REVOLVING LOAN, TERM LOAN, EQUIPMENT LOAN AND SECURITY
AGREEMENT AND REAFFIRMATION OF GUARANTIES
This SEVENTH AMENDMENT TO REVOLVING LOAN, TERM LOAN, EQUIPMENT LOAN AND
SECURITY AGREEMENT AND REAFFIRMATION OF GUARANTIES, dated as of January ___,
1996 (this "AMENDMENT") is by and between FLEET NATIONAL BANK OF CONNECTICUT
F/K/A SHAWMUT BANK CONNECTICUT, N.A., a national banking association with a
principal place of business at 777 Main Street, Hartford, Connecticut 06115
("LENDER") and, EDAC TECHNOLOGIES CORPORATION, a Wisconsin corporation with a
principal place of business at 1790 New Britain Avenue, Farmington, Connecticut
06032 ("BORROWER").
On October 3, 1985, Lender and Borrower entered into a certain Revolving
Loan and Security Agreement which has been (a) amended and restated in its
entirety by a certain Fifth Amended and Restated Revolving Loan, Term Loan,
Equipment Loan and Security Agreement dated February 28, 1995 and (b) amended by
a certain Sixth Amendment to Revolving Loan, Term Loan, Equipment Loan and
Security Agreement dated July 31, 1995 (as amended and in effect from time to
time, collectively, the "LOAN AGREEMENT").
Pursuant to the Loan Agreement, the Lender has made to the Borrower: (i) a
$7,000,000.00 revolving loan (the "REVOLVING LOAN") as evidenced by a certain
Revolving Promissory Note dated February 28, 1995 (the "REVOLVING NOTE"), (ii) a
$500,000.00 equipment loan (the "FIRST EQUIPMENT LOAN") as evidenced by a
certain Equipment Promissory Note dated March 29, 1994 (the "FIRST EQUIPMENT
NOTE"), (iii) a second $500,000.00 equipment loan (the "SECOND EQUIPMENT LOAN")
as evidenced by a certain Equipment Promissory Note II dated February 28, 1995
(the "SECOND EQUIPMENT NOTE") and (iv) a $4,000,000.00 term loan (the "TERM
LOAN") as evidenced by a certain Term Promissory Note dated March 22, 1993 (the
"TERM NOTE").
On July 30, 1992, Gros-Ite Industries, Inc. and Natural Cool LTD
(collectively, the "GUARANTOR") each executed a separate guaranty (collectively,
the "GUARANTY") of the obligations of the Borrower to the Lender. The Loan
Agreement, Revolving Note, the First Equipment Note, the Second Equipment Note,
the Guaranty and the related documents are collectively referred to as the "LOAN
DOCUMENTS".
Borrower has requested that Lender amend the Loan Agreement in order to,
among other things, extend the termination date of the Revolving Loan. Lender
has advised Borrower that Lender is prepared to make the amendment requested on
the condition that Borrower join with Lender in this Amendment.
In consideration of this Amendment and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged,
Lender, Borrower and Guarantor hereby agree as follows:
1. Definitions. Capitalized terms used herein shall have the meanings
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given to them in the Loan Agreement.
2. Amendment to Section 2.9 of the Loan Agreement. The Loan Agreement is
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hereby amended by deleting the first sentence of Section 2.9 in its entirety and
substituting the following in lieu thereof:
The Revolving Loan shall terminate on April 30, 1996 and may be
renewed by the Lender, in its sole and absolute discretion, upon
written notification by the Lender prior to April 30, 1996, which
notification will contain the terms and conditions of any renewal.
3. Amendment to the Loan Documents. The Loan Documents are hereby
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amended to be made consistent with this Amendment.
4. Ratifications, Etc. Except as otherwise expressly set forth herein,
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all terms and conditions of the Loan Agreement and the Loan Documents are
ratified and shall remain in full force and effect. Nothing herein shall be
construed to be a waiver of any requirements of the Loan Agreement and the Loan
Documents except as expressly set forth herein.
5. Reaffirmation of Guaranty. To induce the Lender to enter into this
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Amendment, the Guarantor hereby (a) consents to the Agreement and (b) affirms
and ratifies the Guaranty and confirms that (i) it does irrevocably and
unconditionally guarantee to the Lender the payment and performance from the
Borrower of the Obligations (as defined in the Guaranty) from the Borrower to
the Lender, upon the terms and conditions set forth in the Guaranty, (ii) the
term Obligations includes, without limitation, the Amendment, and (iii) the
Guaranty remains in full force and effect.
6. Counterparts. This Amendment may be executed in any number of
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counterparts, which together shall constitute one instrument.
7. Governing Law. This Amendment shall be construed and interpreted in
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accordance with the laws of the State of Connecticut.
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment as an
instrument under seal.
LENDER:
FLEET NATIONAL BANK OF
CONNECTICUT f/k/a
SHAWMUT BANK CONNECTICUT, N.A.
By:_________________________
John D. Behan
Its Vice President
Duly Authorized
BORROWER:
EDAC TECHNOLOGIES CORPORATION
By:_________________________
Glenn L. Purple
Its Vice President
Duly Authorized
GUARANTORS:
NATURAL COOL LTD.
By:_________________________
Its
GROS-ITE INDUSTRIES, INC.
By:_________________________
Its
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