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AMENDED AND RESTATED PROMISSORY NOTE
$541,153.34 Hartford, Connecticut
March 27, 1997
FOR VALUE RECEIVED, the undersigned, EDAC TECHNOLOGIES CORPORATION, a
Wisconsin corporation ("BORROWER"), with its chief executive office at 1790 New
Britain Avenue, Farmington, Connecticut 06032, promises to pay to the order of
FLEET NATIONAL BANK F/K/A FLEET NATIONAL BANK OF CONNECTICUT F/K/A SHAWMUT BANK
CONNECTICUT, N.A. F/K/A CONNECTICUT NATIONAL BANK, a national banking
association ("LENDER"), at its place of business at 777 Main Street, Hartford,
Connecticut or at such other place as Lender may from time to time designate in
writing, the principal sum of Five Hundred Forty-One Thousand One Hundred
Fifty-Three Dollars and 34/100 Dollars ($541,153.34) (the "PRINCIPAL AMOUNT"),
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.
Monthly principal payments based on a 5-year straight line amortization
schedule shall be due and payable on the first Business Day of each calendar
month commencing on April 1, 1997 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, 2002 (the "MATURITY
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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 in the Loan Agreement 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 ten (10) days of its due
date, any installment of the Principal Amount and interest (upon the Maturity
Date or otherwise), or payment with respect to any other payment due under this
Note, Borrower shall be subject to a late charge equal to five percent (5%) of
such amount due. The minimum late charge shall be $15.00.
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 as permitted under the Loan Agreement and
subject to the payment of such prepayment premiums or penalties contained
therein.
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
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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 combines, amends, restates, and supersedes in their entirety 1) a
certain Equipment Promissory Note dated March 29, 1994 in the original principal
amount of $500,000.00 from the Borrower to the Lender (the "EQUIPMENT NOTE I")
and 2) a certain Equipment Promissory Note II dated February 28, 1995 in the
original principal amount of $500,000.00 from the Borrower to the Lender (the
"EQUIPMENT NOTE II"); and together with Equipment Note I, (as amended and in
effect from time to time, the "ORIGINAL NOTES") 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 Notes.
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 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
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F 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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