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AMENDED AND RESTATED REVOLVING PROMISSORY NOTE
$9,000,000.00 Hartford, Connecticut
March 27, 1997
ON DEMAND FOR VALUE RECEIVED, the undersigned, EDAC TECHNOLOGIES
CORPORATION, a Wisconsin corporation with a place of business at 1790 New
Britain Avenue, Farmington, Connecticut 06032 (hereinafter "BORROWER") promises
to pay to the order of FLEET NATIONAL BANK, f/k/a Fleet National Bank of
Connecticut, N.A. f/k/a Shawmut Bank of Connecticut f/k/a Connecticut National
Bank, a national banking association ("LENDER"), having a mailing address of 777
Main Street, Hartford, Connecticut, 06115 or at such other place as Lender may
from time to time designate in writing, the principal sum of NINE MILLION
($9,000,000.00) DOLLARS (the "PRINCIPAL AMOUNT") or, if less, the aggregate
unpaid principal amount of all Advances made pursuant to that certain Fifth
Amended and Restated Revolving Loan, Term Loan, Equipment Loan and Security
Agreement dated February 28, 1995, as amended by a certain Sixth Amendment to
Revolving Loan, Term Loan, Equipment Loan and Security Agreement dated July 31,
1995, as further amended by a certain Seventh Amendment to Revolving Loan, Term
Loan, Equipment Loan and Security Agreement and Reaffirmation of Guaranties
dated as of January 26, 1996, as further amended by a certain Eighth Amendment
to Revolving Loan, Term Loan, Equipment Loan and Security Agreement and
Reaffirmation of Guaranties dated as of April 10, 1996, and as further amended
by a certain Ninth Amendment to Revolving Loan, Term Loan, Equipment Loan,
Security Agreement, Modification of Notes and Reaffirmation of Guaranties dated
of even date herewith between Borrower and Lender (as amended and in effect from
time to time, the "LOAN AGREEMENT"), together with (i) interest at the rate and
in the manner provided in the Loan Agreement; (ii) all amounts which may become
due under the Loan Agreement or any of the other Loan Documents; (iii) any costs
and expenses, including reasonable attorneys' and appraiser's fees incurred in
the collection of this Note or the enforcement of the Loan Agreement or any of
the other Loan Documents, foreclosure thereunder or in any litigation or
controversy arising from or connected with this Note, or the Loan Agreement or
any of the other Loan Documents; and (iv) all taxes or duties assessed upon said
sum against Lender or upon the debt evidenced hereby. All amounts owing under
this Note and interest thereon shall be payable in legal tender of the United
States of America. Capitalized terms used herein and not otherwise defined
shall have the meanings given to them in the Loan Agreement.
Interest on the Principal Amount shall be computed on the basis of a
360-day year for actual days elapsed and shall be payable at the rate and in the
manner as provided in the Loan Agreement until all of said Principal Amount has
been fully paid, whether before or after the maturity hereof, by acceleration or
otherwise, and whether or not any judgment is obtained hereon. If not sooner
paid, the Principal Amount, together with all accrued but unpaid interest
thereon, shall be due and payable on March 31, 2000 or such earlier date as
provided in the Loan Agreement (including by reason of an acceleration upon the
occurrence of an Event of
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Default) (the "MATURITY DATE").
In the event that Lender has not received, within fifteen (15) days of its
due date, any payment of principal or interest due hereunder (excluding any
Principal Amount or interest due upon the Maturity Date), or payment with
respect to any other payment due under this Note, Borrower shall be subject to a
late charge equal to five (5%) percent of any such payment.
Upon the occurrence of default by Borrower in the performance of any of
Borrower's obligations hereunder, or an Event of Default as defined in the Loan
Agreement or in any other Loan Documents, Lender may, at its option, accelerate
Borrower's obligations hereunder and declare the entire unpaid Principal Amount,
together with accrued interest and all other amounts then due which are
evidenced by this Note, to be immediately due and payable, without the necessity
for demand or additional notice. In addition, upon the occurrence of such
default or Event of Default or after the Maturity Date, the interest rate of
this Note shall increase without notice, as provided in the Loan Agreement.
Failure to exercise these options shall not constitute a waiver of the right to
exercise the same in the event of any subsequent default.
Borrower may prepay the Note only in accordance with the terms of the Loan
Agreement.
Notwithstanding any provisions of this Note, it is the understanding and
agreement of Borrower and Lender that the maximum rate of interest to be paid by
Borrower to Lender shall not exceed the highest of the maximum rate of interest
permissible to be charged by Lender under applicable laws. Any amount paid in
excess of such rate shall be deemed to be a payment in reduction of principal
except to the extent that such amount is in excess of the then outstanding
Principal Amount, in which event such excess shall be returned to the Borrower.
This Note shall be governed by and construed in accordance with the laws of
the State of Connecticut. This Note shall bind the successors and assigns of
Borrower, and shall inure to the benefit of Lender and its successors and
assigns. This Note may not be changed or terminated orally, but only by an
agreement in writing signed by the party against whom enforcement of any such
change or termination is sought.
Whenever in this Note words of any gender appear, they shall be deemed to
apply equally to any other gender. Whenever used in this Note, the plural shall
include the singular and the singular shall include the plural, as the context
shall require. In the event that Borrower consists of more than one person or
entity, the obligations hereunder shall be joint and several.
This Note amends, restates, and supersedes in its entirety a certain
Revolving Promissory Note dated February 28, 1995 in the original principal
amount of $7,000,000.00 from the Borrower to the Lender (as amended and in
effect from time to time, the "ORIGINAL
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NOTE") and the Original Note shall have no further force and effect except to
the extent necessary to preserve and maintain the Lender's previously filed and
fully protected security interest in the personal property of the Borrower.
Nothing contained herein shall constitute a novation of the Original Note.
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TO INDUCE LENDER TO ENTER INTO THE COMMERCIAL LOAN TRANSACTION EVIDENCED BY
THIS NOTE, THE LOAN AGREEMENT, AND ANY OTHER LOAN DOCUMENTS EVIDENCING OR
SECURING THE SAME, BORROWER AGREES THAT THIS IS A COMMERCIAL TRANSACTION AND NOT
A CONSUMER TRANSACTION, AND WAIVES ANY RIGHT TO NOTICE AND A HEARING AND
AUTHORIZES LENDER'S ATTORNEY TO ISSUE A WRIT FOR A PREJUDGMENT REMEDY WITHOUT
COURT ORDER, PROVIDED THE COMPLAINT SHALL SET FORTH A COPY OF THIS WAIVER AND
WAIVES ANY CLAIM IN TORT, CONTRACT OR OTHERWISE AGAINST LENDER'S ATTORNEY WHICH
MAY ARISE OUT OF SUCH ISSUANCE OF A WRIT FOR A PREJUDGMENT REMEDY WITHOUT COURT
ORDER. BORROWER FURTHER WAIVES ANY RIGHT IT MAY HAVE TO REQUEST THAT LENDER
POST A BOND IN CONNECTION WITH ANY SUCH PREJUDGMENT REMEDY. BORROWER
ACKNOWLEDGES AND STIPULATES THAT SUCH WAIVER AND AUTHORIZATION GRANTED ABOVE ARE
MADE KNOWINGLY AND FREELY AND AFTER FULL CONSULTATION WITH COUNSEL.
SPECIFICALLY, BORROWER RECOGNIZES AND UNDERSTANDS THAT THE EXERCISE OF LENDER'S
RIGHTS DESCRIBED ABOVE MAY RESULT IN THE ATTACHMENT OF OR LEVY AGAINST
BORROWER'S PROPERTY, AND SUCH WRIT FOR A PREJUDGMENT REMEDY WILL NOT HAVE THE
PRIOR WRITTEN APPROVAL OR SCRUTINY OF A COURT OF LAW OR OTHER JUDICIAL OFFICER
NOR WILL BORROWER HAVE THE RIGHT TO ANY NOTICE OR PRIOR HEARING WHERE BORROWER
MIGHT CONTEST SUCH A PROCEDURE. THE INTENT OF BORROWER IS TO GRANT TO LENDER
FOR GOOD AND VALUABLE CONSIDERATION THE RIGHT TO OBTAIN SUCH A PREJUDGMENT
REMEDY AND TO EXPRESS ITS BELIEF THAT ANY SUCH PREJUDGMENT REMEDY OBTAINED IS
VALID AND CONSTITUTIONAL. FURTHER, TO THE EXTENT ALLOWED UNDER APPLICABLE LAW,
BORROWER HEREBY WAIVES DEMAND, PRESENTMENT FOR PAYMENT, PROTEST, NOTICE OF
PROTEST, NOTICE OF DISHONOR, DILIGENCE IN COLLECTION, NOTICE OF NONPAYMENT OF
THIS NOTE AND ANY AND ALL NOTICES OF A LIKE NATURE.
BORROWER:
EDAC TECHNOLOGIES CORPORATION
By:
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Ronald G. Popolizio
Its Vice President
(Duly Authorized)
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