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EQUIPMENT PROMISSORY NOTE III
Hartford, Connecticut
$ 3,000,000.00 March 27, 1997
FOR VALUE RECEIVED, the undersigned, EDAC TECHNOLOGIES CORPORATION, a
Wisconsin corporation with a place of business at 1790 New Britain Avenue,
Farmington, Connecticut 06032 (the "BORROWER") for value received, promises to
pay to the order of FLEET NATIONAL BANK, a national banking association,
(hereinafter referred to as the "LENDER") at its office at 777 Main Street,
Hartford, Connecticut 06115 or at such other place as the holder of this Note
may from time to time designate in writing, the principal sum of THREE MILLION
($3,000,000.00) DOLLARS (the "PRINCIPAL AMOUNT") or, if less, the aggregate
unpaid principal amount of all Equipment 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 herein; (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,
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
other than income or excise taxes. 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.
This Note shall bear interest at an annual rate as selected by Borrower
pursuant to the terms of the Loan Agreement. Interest shall be payable as set
forth in the Loan Agreement.
The Borrower shall make interest only payments on the first day of each
month for the first year of this Loan and on the Conversion Date at such rates
and in the manner as provided
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in the Loan Agreement. On and after March 31, 1998 (the "CONVERSION DATE"),
monthly payments of principal (based on a five-year straight-line amortization
schedule) and accrued interest shall be due and payable in arrears commencing on
April 1, 1998 and continuing on the first day of each succeeding month
thereafter until the outstanding Principal Amount, together with all interest
accrued thereon has been fully paid, except that if not sooner paid, the
Principal Amount, together with all accrued but unpaid interest thereon, shall
be due and payable on March 31, 2003 or such earlier date as provided in the
Loan Agreement (including by reason of an acceleration upon the occurrence of an
Event of Default) (the "MATURITY DATE").
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 herein until all of said Principal Amount has been fully
paid, whether before or after the Maturity Date, by acceleration or otherwise,
and whether or not any judgment is obtained hereon.
In the event that Lender has not received, within fifteen (15) days of its
due date, any installment of the Principal Amount and interest (excluding any
Principal Amount and 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 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 this 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
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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.
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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 UNDER
CHAPTER 903A OF THE CONNECTICUT GENERAL STATUTES, AS AMENDED, OR OTHER STATUTE
OR STATUTES AFFECTING PREJUDGMENT REMEDIES 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
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.
EDAC TECHNOLOGIES CORPORATION
By:
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Ronald G. Popolizio
Its Vice President
(Duly Authorized)
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