1
Exhibit 10.3
LOAN AGREEMENT
THIS AGREEMENT is made as of this 5th day of February, 2001, by and between
EDAC TECHNOLOGIES CORPORATION, a Wisconsin corporation with an office at 1806
New Britain Avenue in the Town of Farmington, County of Hartford and State of
Connecticut (hereinafter called the "Borrower") and Farmington Savings Bank, a
banking corporation having its principal place of business at 00 Xxxx Xxxxxx,
Xxxxxxxxxx, Xxxxxxxxxxx 00000 (hereinafter called the "Bank").
W I T N E S S E T H
WHEREAS, the Borrower is the owner of certain real property located in the
Town of Farmington (the "Property"), which Property is more particularly
described on Schedule A to the Mortgage (as hereinafter defined) and which
Property together with all improvements thereon and appurtenances thereto
(whether now or hereafter existing) are hereinafter collectively called the
"Premises"; and
WHEREAS, the Borrower is desirous of refinancing certain indebtedness with
Fleet National Bank; and
WHEREAS, the Borrower has applied to the Bank for a mortgage loan (the
"Loan") under which the Bank will lend the Borrower the principal sum of Two
Million and 00/100 ($2,000,000.00) Dollars; and
WHEREAS, in order to provide funds for the refinancing and other working
capital purposes, the Bank has agreed to advance funds to the Borrower in
accordance with the terms and conditions hereof;
NOW, THEREFORE, in consideration of the promises and One Dollar($1.00) and
other good and valuable consideration, receipt of which from the other is hereby
acknowledged by each party hereto, and of the initial promises and covenants
herein contained, the parties covenant and agree as follows:
ARTICLE I
STATUS OF BORROWER AND PROPERTY
The Borrower warrants and represents to the Bank that as of the date
hereof:
1.01 Authority of Borrower: The Borrower is a corporation duly organized,
validly existing and in good standing under the laws of the State of Wisconsin
and is duly authorized to transact business in the State of Connecticut. The
Borrower has the following
2
wholly-owned subsidiaries: Gros-Ite, Inc. and Apex Machine Tool Company, Inc.
For purposes of the representations and negative covenants in the Loan
Documents, as hereinafter defined, unless the context requires otherwise, the
term "Borrower" includes such subsidiaries. The Borrower has the requisite power
and authority and all material licenses and permits to own and operate its
properties and to carry on its business as now conducted, and to enter into and
bind itself to the terms of this Agreement, and the other documents contemplated
by this Agreement, in the manner described herein, without any further or
additional action of any of its shareholders or other bodies or authorities. The
execution and delivery by the Borrower of this Agreement, and the other
documents contemplated by this Agreement, and the consummation of the
transactions contemplated hereby and thereby, will not contravene any term,
condition or provision of the Borrower's Articles of Organization or By-Laws, or
result in a breach of, default under, or acceleration of any indebtedness of the
Borrower or of any other obligations or agreements of the Borrower, except the
Borrower is in default, and execution of the Loan Documents would constitute a
default, under its loan documents with Fleet National Bank, provided that such
loan documents are being replaced pursuant to the terms that certain Escrow and
Forbearance Agreement dated September 29, 2000 upon payment of approximately
$2,000,000.00 to Fleet National Bank.
1.02 Governmental Consents, etc.: All material governmental consents,
permissions and approvals necessary to the actions required of the Borrower
under the terms of this Agreement or to the conduct of the business of the
Borrower have been received, and are in full force and effect, and to the best
of its knowledge, there exists no facts which would, or with notice or the
passage of time or both would, cause a suspension or revocation of any such
consent, permission or approval.
1.03 Execution and Delivery of this Agreement. The execution and delivery
of this Agreement and the execution and delivery of the other Loan Documents (as
hereinafter defined ) shall not contravene any term, condition or provision of
any other contract, agreement, indenture, undertaking or obligation by which the
Borrower is bound or to which the Borrower is a party, except the Borrower is in
default, and execution of the Loan Documents would constitute a default, under
its loan documents with Fleet National Bank, provided that such loan documents
are being replaced pursuant to the terms that certain Escrow and Forbearance
Agreement dated
2
3
September 29, 2000 upon payment of approximately $2,000,000.00 to Fleet National
Bank.
1.04 Broker's Fee: The Borrower has no obligation to any person or party
for any broker, finder or commission fee with respect to this Agreement.
1.05 Claims, Actions, Etc.: There are no claims, actions or administrative
proceedings pending or, to the knowledge of the Borrower, threatened against the
Borrower, except the Borrower's subsidiaries, Apex Machine Tool Company, Inc.
and Gros-Ite, Inc., have been named in litigation related to the handling and
disposal of waste, which litigation will not have a material adverse impact upon
the Borrower. There is no fact which the Borrower has not disclosed to the Bank
in writing which materially affects adversely (nor so far as the Borrower can
now reasonably foresee, will in the future materially affect adversely) the
properties, business, prospects, profits or condition (financial or otherwise)
of the Borrower or the ability of the Borrower to perform this Agreement.
1.06 Conditions of Default: As of the date hereof, no event has occurred
and no condition exists which would constitute a Default or an Event of Default
(as defined herein), and the Borrower is not in violation of any material term
of any agreement, or other instrument to which the Borrower is a party or by
which the Borrower or any of its properties may be bound, except the Borrower is
in default, and execution of the Loan Documents would constitute a default,
under its loan documents with Fleet National Bank, provided that such loan
documents are being replaced pursuant to the terms that certain Escrow and
Forbearance Agreement dated September 29, 2000 upon payment of approximately
$2,000,000.00 to Fleet National Bank.
1.07 The Property: As of the date of this Agreement, the Property is
subject to no encumbrances, liens, easements, restrictions, leasehold or
possessory interests (of record or otherwise) except Permitted Liens. "Permitted
Liens" shall mean liens disclosed on Schedule B to the title insurance policy
delivered to the Bank pursuant to Subsection 4.01(e) hereof, liens for taxes or
assessments or other governmental charges or levies, either not yet due and
payable or to the extent that payment thereof is being challenged by appropriate
proceedings, inchoate and unperfected workers', mechanics', or similar liens
arising in the ordinary course of business, and zoning restrictions, easements,
licenses, or other restrictions on the use of real property or other minor
irregularities in title thereto, so long as the same do not materially impair
the use, value or marketability of such real estate.
3
4
ARTICLE II
AGREEMENT OF LOAN
2.01 Agreement to Borrow and Lend: The Borrower hereby agrees to borrow
from the Bank and the Bank hereby agrees to lend to the Borrower the amount of
Two Million and 00/100 ($2,000,000.00) Dollars to refinance certain indebtedness
of the Borrower to Fleet National Bank and for other working capital purposes.
The Loan shall be evidenced by a promissory note (the "Note") in the principal
sum of Two Million and 00/100 ($2,000,000.00) Dollars from the Borrower in favor
of the Bank.
2.02 Borrower's Agreement to Perform: The Borrower agrees that it will
duly and punctually perform, observe and comply with all of the terms,
provisions, conditions and agreements of this Agreement on Borrower's part to be
performed, observed and complied with (such terms, provisions, conditions,
covenants and agreements being hereinafter sometimes generally referred to as
the "Borrower's Agreements").
ARTICLE III
LOAN EXPENSES AND ADVANCES
3.01 Loan Expenses: Whether or not the Loan closes or any portion thereof
is disbursed, the Borrower agrees to pay for all of the Bank's out-of-pocket
expenses incurred in respect to the Loan or in any way connected therewith,
including, without limiting the foregoing, fees and expenses of counsel to the
Bank for preparing the loan documentation, and closing and postclosing
administrative activities, survey costs, brokerage commissions, costs of title
examination and title insurance and such other customary and reasonable expenses
(whether incurred prior to or after the date of closing) as are normally and
reasonably incurred in connection with the processing, consummation and
administration of commercial loans.
3.02 Right of the Bank to Cure Borrower's Defaults: In the event that the
Borrower shall at any time fail to duly and punctually perform, observe or
comply with any of the Borrower's Agreements or in the event that the Borrower
shall otherwise default hereunder or under any of the Loan Documents, then in
any such event, the Bank may (but shall in no event be required to) perform any
such term, provision, condition, covenant or agreement or cure any such default
or failure of performance.
4
5
Any amounts expended by the Bank in curing Borrower's default or
non-performance shall constitute additional advances of the Loan, the payment of
which is secured by the Loan Documents, and shall become due and owing at the
Bank's demand, and shall bear interest at the Default Rate set forth in the Note
from the date of disbursement of any such amount until such amount is fully
paid. Failure to repay any such amount so advanced upon demand shall constitute
an Event of Default pursuant to subsection (a) of Section 11.01 below.
3.03 Expenses and Advances Secured by Loan Documents: Advances,
disbursements or payment made by the Bank pursuant to this Agreement, together
with the fees of the Bank and all other Loan expenses, shall, as and when
advanced or incurred, be added to the principal of the Note and become secured
by the Loan Documents to the same extent and effect as if the terms and
provisions of this Agreement were set forth therein.
ARTICLE IV
DELIVERY OF DOCUMENTS AT CLOSING OF LOAN
4.01 Loan Documents: The documents hereinafter specified in the Section
4.01 are hereinafter generally referred to as the "Loan Documents", all of which
must be satisfactory to the Bank in form and substance and must be delivered to
the Bank prior to or at the closing of the Loan and any advances under the Loan,
provided that the Bank, in its discretion, may accept a true copy of any such
Loan Document. The Loan Documents are as follows:
(a) The Note, payable to the order of the Bank in the amount of
$2,000,000.00, a conformed copy of which is attached hereto as
Exhibit A.
(b) To secure the Note, an Open-End Mortgage (hereinafter referred to as
the "Mortgage") on the Borrower's title in and to the Premises,
easements appurtenant thereto, all improvements thereon, and all
proposed public and private roadways or portions thereof, free and
clear of all encumbrances not otherwise disclosed in the Mortgage and
consented to by the Bank.
(c) To further secure the Note, a Conditional Assignment of Leases and
Rentals on the Premises.
(d) An Environmental Indemnification Agreement in form and substance
satisfactory to the Bank.
5
6
(e) A signed standard American Land Title Association (ATLA) mortgagee's
title insurance binder (to be supplemented not more than five (5)
business days after the closing of the Loan by a signed policy of
title insurance) from a title insurance company acceptable to the Bank
(the "Title Insurance Company"), effective on or before the date of
recording of the Mortgage, insuring the Bank as the holder of a valid
first mortgage lien on the Premises, free and clear of all liens,
title exceptions, encumbrances, defects and objections, including
mechanics' and materialmen's liens, both inchoate and of record,
except as may be approved in writing by the Bank. The binder and
policy must refer to the survey required pursuant to Section 4.01(g)
hereof, and must include an affirmative endorsement of the variable
interest rate feature of the Loan. The binder and policy shall be
obtained at Borrower's expense.
(f) Policies (which shall be retained by the Bank during the term of the
Note) of insurance written by companies acceptable to the Bank and in
form, scope of coverage and in amount acceptable to the Bank, together
with evidence of payment of no less than one annual premium (subject
to the limited waiver described below), providing coverage of the
following types and naming the Bank as an insured as its interest may
appear:
(i) Workers' compensation insurance with endorsements naming the Bank
as mortgagee as applicable
(ii) Comprehensive General Liability Insurance covering the Borrower
in an amount of no less than $1,000,000.00 Bodily Injury and
Property Damage Liability per occurrence.
(iii) Evidence of physical damage hazard insurance coverage including,
without limitation "All Risk of Physical Loss" coverage insurance
including vandalism and malicious mischief in amounts reasonably
acceptable to the Bank. If any portion of the Premises is
subjected to a leasehold interest during the term of the Loan,
the Bank shall have the right, in its discretion to request, and
the Borrower shall promptly provide, evidence of loss of rent
insurance.
6
7
All such policies of insurance described in this Subsection 4.01(f) shall
provide for any payments thereunder to be made to the Bank, and shall provide
for an obligatory thirty (30) day advance notice of policy cancellation or
material change to the Bank. Each such policy shall provide that no act, default
or misrepresentation by the Borrower or any agent or employee of the Borrower or
any agent or employee of the Borrower shall affect or impair any rights of the
Bank under such policy.
The Borrower will be responsible for all insurance requirements contained
in this subsection (f) notwithstanding the subsequent transfer of all or a
portion of the Premises to other parties by lease or otherwise.
Any failure on any part of the Bank to request or obtain physical evidence
of any insurance required in this subsection shall not relieve the Borrower of
its enumerated responsibilities.
The Borrower's obligation to maintain the insurance herein required shall
remain in full force and effect until the Loan is paid in full.
(g) A survey of the Premises, prepared and certified by a land surveyor
registered Connecticut, acceptable to the Bank, showing no state of
facts objectionable to the ground within the standards of class A-2 of
the Code of Recommended Practice for Accuracy of Surveys and Maps.
Such survey shall show the location of all building improvements,
assessments, utilities, rights xx xxx, xxxxxxx xxxxx, xxxxxx access
and driveways on or affecting the Premises. The survey shall be dated
no more than 30 days prior to the closing and shall be certified to
the Bank and to the title insurance company. Said certification shall
be in substantially the following form: "I hereby certify to
Farmington Savings Bank (and to the title insurance company) that this
survey was actually made upon the ground on January 30, 2001 and (i)
that this survey and the bounds and measurements shown hereon are
correct within the standards of Class A-2 of the Code of Recommended
Practice for Accuracy of Surveys and Maps; (ii) the title lines and
lines of actual possession are the same; (iii) all buildings and
improvements are located as shown, are erected entirely within the
property; (iv) there are not utility or other easements or rights of
way affecting this property other than those shown hereon; (v) there
are no
7
8
encroachments or projections on or over the property or on rights of
way or easements appurtenant to the same by buildings or improvements
erected on adjacent lands; and (vi) the buildings and improvements on
this property do not violate any building or zoning regulation,
covenant, deed restriction or other regulation or requirement relating
to the location thereof.
(h) Certified copies of all resolutions authorizing the execution,
delivery and performance by the Borrower of this Agreement and the
Loan Documents.
(i) Certificates of Legal Existence from the Office of the Secretary of
the State of Connecticut stating that as far as the records of that
office reveal, the Borrower is legally existing under the laws of the
State of Connecticut. Such Certificate shall be dated no earlier than
20 days prior to the date of this Agreement.
(j) A written opinion of the Borrower's counsel, the form and substance of
which shall be acceptable to the Bank in its sole discretion.
(k) Waiver and Consent of General Electric Capital Corporation.
(l) Lien Subordination Agreement from Fleet National Bank
(m) Such other instruments and documents as the Bank may reasonably
require.
ARTICLE V
[INTENTIONALLY LEFT BLANK]
ARTICLE VI
[INTENTIONALLY LEFT BLANK]
ARTICLE VII
[INTENTIONALLY LEFT BLANK]
ARTICLE VIII
BORROWER'S ADDITIONAL AGREEMENTS
8.01 Borrower's Additional Covenants and Agreements: So long as any
portion of the Loan remains unpaid and outstanding, the Borrower covenants and
agrees, as follows:
(a) Payment of Insurance Premiums: The Borrower shall pay all premiums on
all insurance policies required hereunder and as and when any policies
of insurance
8
9
expire shall furnish to the Bank, premiums prepaid, copies of
additional and renewal insurance policies with companies, and in
coverage amounts reasonably satisfactory to the Bank in accordance
with the provisions hereof. Nothing in this subsection contained shall
affect the right of the Bank hereunder, in the event of default by the
Borrower, to place insurance and treat the amounts expended therefor
as a disbursement of the Loan proceeds subject to the terms of Section
3.02 above.
(b) Performance under Loan Documents: The Borrower shall duly and
punctually perform, observe and comply with all of the terms,
provisions, conditions, covenants and agreements on its part to be
performed, observed and complied with under the Loan Documents.
(c) No Liens, Encumbrances or Transfers of Interest: So long as any
portion of the Loan is outstanding, the Borrower shall not create,
assume, or suffer to exist any liens or encumbrances, whether
voluntary or involuntary, on the Premises other than Permitted Liens.
In addition, Borrower shall obtain the prior written consent of the
Bank to any sale or other transfer of all or any portion of the
Premises. Upon a sale of one or more of the buildings included in the
Premises, the Bank shall release its lien thereon, provided that no
Event of Default exists, and the Bank receives proceeds from such sale
in an amount equal to 50% of the appraised value of such building(s)
as evidenced by the appraisals referenced in Section 4.01. In the
event any such sale occurs after December 31, 2001, the Bank shall
have the right to request an updated appraisal of the Premises, in
which case its agreement to release its lien on the property to be
sold shall be conditioned on the requirement that the appraised value
of the remaining portion of the Premises is at least equal to 50% of
the then outstanding balance on the Loan.
(d) Financial Statements and Reports: The Borrower shall each furnish to
the Bank annually, within ninety (90) days following the end of the
Borrower's fiscal year, copies of the Borrower's audited financial
statements. The Borrower shall also furnish to the Bank monthly
financial statements in such detail as the Bank may reasonably
require. The Borrower will provide the Bank with copies of all
9
10
documents and reports filed with the Securities Exchange Commission
and any communications provided to shareholders.
(e) Actions Requiring Consent of the Bank: Without the prior written
consent of the Bank, the Borrower will not:
(i) pay any dividends to shareholders;
(ii) enter into any new employment contracts or amend any
existing employment contracts to increase compensation or
benefits for existing employees;
(iii) acquire any new capital assets having a value individually
of more than $50,000.00, not to exceed $250,000.00 in any
one year ($600,000.00 for the year 2001);
(iv) borrow funds from any source except for borrowings in the
ordinary course of business under the existing credit
arrangements with Fleet National Bank and General Electric
Capital Corporation, and capital leases and purchase money
indebtedness (subject to compliance with Section
8.01(e)(iii) above) and, in the case of the Borrower's
subsidiaries, indebtedness outstanding as of the date hereof
and shown on the consolidated financial statements of the
Borrower;
(v) amend or revise its loan agreements with Fleet National Bank
other than as contemplated by the Escrow and Forbearance
Agreement; or
(vi) amend or revise its revolving credit line with General
Electric Capital Corporation to increase the credit line
above $8 million.
(f) Attorney's Fees and Costs: The Borrower will pay the Bank's reasonable
attorney's fees, disbursements, court costs, and related expenses in
connection with the enforcement of this Agreement in case of any
default hereunder, or in connection with the representation of the
Bank in a proceeding in which the Bank may be made a party by reason
of its execution and delivery of this Agreement or any of the other
documents in this transaction.
10
11
(g) Payment of Taxes and Assessments: During the term of the Loan, the
Borrower shall furnish the Bank with proof of payment of all general
and special real estate taxes and assessments affecting the Premises,
not later than sixty (60) days from the date of any such assessment,
unless such taxes or assessments have been paid by the Bank.
ARTICLE IX
CASUALTIES
9.01 Bank's Election to Apply Insurance Proceeds on Indebtedness: In case
of loss or damage by fire or otherwise to any improvements on the Premises, the
Borrower will forthwith notify the Bank of the same, and the Bank, in its sole
discretion, may elect to settle, collect, retain and apply against the Loan all
proceeds of insurance after deduction of all expenses of collection and
settlement, including attorneys' and adjustors' fees and charges, to pay the
full amount of the Loan then unpaid. Any proceeds remaining after application
upon the Loan, as aforesaid, shall be paid by the Bank to the Borrower. As long
as the Borrower is not in default under this Agreement or the Loan Documents,
the Bank agrees not to unilaterally settle any insurance claim and further
agrees that all proceeds received under any insurance policy shall be held and
applied towards the repair, restoration or rebuilding of the Premises (provided
such repair, restoration or rebuilding is economically feasible). During the
existence of an Event of Default, however, the Bank may settle any such claim
without the Borrower's approval.
ARTICLE X
ASSIGNMENTS
10.01 Bank's Right to Assign: The Bank may assign, negotiate, pledge or
otherwise hypothecate all or any portion of this Agreement or grant
participation therein, or any of its rights and security hereunder, including
the Note or other Loan Documents. In the cases of such assignment, the Borrower
will accord full recognition thereto and agree that all rights and remedies of
the Bank in connection with the interest so assigned shall be enforceable
against the Borrower by such assignee with the same force and effect and to the
same extent as the same would have been enforceable by the Bank but for such
assignment.
11
12
10.02 Prohibition of Assignments by Borrower: The Borrower shall not assign
or assign or attempt to assign its rights under this Agreement without the prior
written consent of the Bank.
ARTICLE XI
DEFAULTS OF BORROWER
11.01 Events of Default: Provided that notice is given in accordance with
Section 11.02 and the time to cure specified in Section 11.02 has lapsed, the
occurrence of any one or more of the following shall constitute an "Event of
Default" for purposes of this Agreement:
(a) Failure of the Borrower to make when due and payable (or within any
grace period provided in the Note) any payments required to be made
under this Agreement or any of the Loan Documents.
(b) Failure of the Borrower to perform, keep, or observe in a timely
manner any other term, provision, condition, covenant, or warranty, or
representation contained in any of the Loan Documents or this
Agreement.
(c) The filing of bankruptcy, reorganization or insolvency petition by or
against the Borrower, the appointment of a receiver or trustee for the
assets or affairs of the Borrower, the making of an assignment by the
Borrower for the benefit of creditors, or any adjudication that the
Borrower is insolvent or bankrupt.
(d) The assignment, pledge, hypothecation, or other disposition or the
assignment or attempted assignment by the Borrower of its rights under
this Agreement.
(e) The existence of any collusion or bad faith by or with the
acquiescence of the Borrower or if any statement, report,
representation or certification now or hereafter made or delivered to
the Bank by the Borrower, any of its employees or agents is untrue or
incorrect in any material respect.
(f) Failure of the Borrower, within sixty (60) days after notice thereof,
to procure the dismissal of or disposition to the satisfaction of the
Bank of any proceedings which could or might affect the validity or
priority of the lien of the Bank's Mortgage.
(g) Except as otherwise permitted herein, a notice of lien, levy or
assessment is filed of record with respect to all or any material part
of the assets of the Borrower by the United States or any department,
agency or instrumentally thereof, or by any state,
12
13
county, municipal or other government agency, or if any taxes or debts
owing at any time or times thereafter to any one of them becomes a
lien or encumbrance upon the Premises or any other assets of the
Borrower, and such levy or assessment is not removed within sixty (60)
days.
(h) A default by the Borrower under its loan agreements with Fleet
National Bank and/or General Electric Capital Corporation (unless such
default is waived by Fleet National Bank or General Electric Capital
Corporation, as the case may be).
(i) Any event which results in the acceleration of the maturity of any
indebtedness (in excess of $50,000.00) of the Borrower to the Bank or
others under any indenture, agreements or undertaking or the exercise
of remedies following a default under any indenture, agreement or
undertaking between the Borrower and the Bank or others.
11.02 Notice and Time to Cure: Except with respect to the Events of Default
specified in subparagraphs (a), (c), (d), (e), (f), (g), (h) and (i) of Section
11.01 hereof, as to which the occurrence of such an event or condition shall be
sufficient to render the Borrower in default hereunder and under the Loan
Documents, default by the Borrower hereunder and under the Loan Documents shall
occur upon the Borrower's failure to cure any condition or occurrence
constituting an Event of Default within fifteen (15) days after written notice
of the existence of the condition or occurrence constituting an Event of Default
from the Bank to the Borrower.
ARTICLE XII
REMEDIES OF THE BANK IN EVENT OF DEFAULT
12.01 Specific Remedies: Upon the occurrence of any Event of Default, the
Bank, in addition to availing itself of any remedies conferred upon the Bank by
law and by the terms of the Note and the Loan Documents, may pursue any one or
more of the following remedies first, concurrently or successively with each
other and with any other available remedies; it being the intent hereof, that
none of such remedies shall be to the exclusion of any others:
(a) Take possession of the Premises and upon request of the Bank the
Borrower agrees to peaceably vacate the Premises and deliver
possession to the Bank.
(b) Declare the Note to be due and payable forthwith.
(c) Foreclosure the Mortgage or otherwise exercise any of the rights and
remedies contained in the Loan Documents, including any power of sale.
13
14
12.02 Waivers: No waiver of any term, provision, condition, covenant or
agreement herein contained or of any breach, noncompliance or default shall be
effective unless set forth in writing and signed by the Bank. Any such waiver
shall be effective only to the extent set forth in such writing. A waiver shall
not be construed to be a waiver of any other term, provision, condition,
covenant or agreement or of any succeeding breach, noncompliance or default. No
delay or omission by the Bank to exercise any right, power or privilege
occurring upon any breach, noncompliance or default by the Borrower with respect
to any of the terms, provisions, conditions, covenants, or agreements hereof
shall impair any such right, power or privilege or be construed to be a waiver
thereof, and every such right, power, and privilege may be exercised at any time
during the continuation of such breach, noncompliance or default or upon the
occurrence of or during the continuation of the same or a similar breach,
noncompliance or default in the future.
ARTICLE XIII
MISCELLANEOUS
13.01 Captions: The captions and headings of the Articles and Sections of
this Agreement are inserted only for the convenience of the parties and for
reference purposes and to not define, limit or otherwise restrict or have any
legal effect whatsoever on any provision of this Agreement.
13.02 Notices: Any notice required or permitted to be given or delivered
under this Agreement shall be in writing and shall be deemed for all purposes to
have been given or delivered as the case may be:
(a) If to the Bank, when received after personal delivery to a corporate
officer of the Bank, or after delivery by the United States Postal
Service, registered or certified mail, postage prepaid, return receipt
requested and addressed to:
Farmington Savings Bank
00 Xxxx Xxxxxx
Xxxxxxxxxx, XX 00000
Attention: Xxxxxx X. Xxxxxx
1st Senior Vice President
or to such address as the Bank may from time to time specify in
writing to the Borrower.
14
15
(b) If to the Borrower, when received by the Borrower after personal
delivery, or when received after delivery by the United States Postal
Service, registered or certified mail, postage prepaid, return receipt
requested and addressed to:
EDAC Technologies Corporation
0000 Xxx Xxxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
Attn: Xxxxxx Xxxxxxxxx
Executive Vice President
with a copy to:
Reinhart, Boerner, Van Deuren, Xxxxxx & Xxxxxxxxxx, s.c.
0000 Xxxxx Xxxxx Xxxxxx
Xxxx 0000
Xxxxxxxxx, XX 00000-0000
Attn: Xxxxx X. Xxxxxx, Esq.
or to such address as the Borrower may from time to time specify
in writing to the Bank.
If such notice is given by personal delivery as aforesaid, the person to whom
such notice is given shall, if requested, acknowledge receipt of such notice and
the date of such receipt on a copy of such notice.
13.03 Prohibition of Assignment by Borrower Binding upon Successors: This
Agreement shall be binding upon and shall inure to the benefit of the parties
and their respective successors, heirs, administrators, executors and assigns,
but the Bank shall not be obligated to recognize any assignment made in
violation of the prohibition herein contained.
13.04 Governing Law: This Agreement shall be construed, interpreted and
enforced pursuant to the laws of the State of Connecticut.
13.05 Survival of Closing: This Agreement shall survive the closing of the
Loan and shall remain in effect until the Loan has been paid in full and the
obligation to advance pursuant to the Letter of Credit shall have expired.
13.06 Gender: Wherever used, the singular shall include the plural, the
plural the singular, and the use of any gender shall be applicable to all
genders.
15
16
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed s of the day and year first above written.
Signed, sealed and delivered
in the presence of: EDAC TECHNOLOGIES CORPORATION
/s/ Xxxxxx Xxxxxxx By /s/ Xxxxxx X. Xxxxxxxxx
-------------------------------- ---------------------------------
Xxxxxx Xxxxxxxxx
Executive Vice President
/s/ Xxxxx X. Xxxxx
--------------------------------
/s/ Xxxxxx Xxxxxxx FARMINGTON SAVINGS BANK
--------------------------------
/s/ Xxxxx X. Xxxxx By /s/ Xxxxxx X. Xxxxxx
-------------------------------- ---------------------------------
XXXXXX X. XXXXXX
1st Senior Vice President
STATE OF CONNECTICUT )
) ss: Farmington
COUNTY OF HARTFORD )
On this 5th day of February, 2001 before me, the undersigned officer,
personally appeared XXXXXX XXXXXXXXX, Executive Vice President of EDAC
TECHNOLOGIES CORPORATION, signer of the foregoing instrument and acknowledge the
same to be his free act and deed and the free act and deed of said corporation,
before me.
In witness whereof, I hereunto set my hand.
/s/ Xxxxxx Xxxxxxx
-----------------------------------
Commissioner of the Superior Court
STATE OF CONNECTICUT )
) ss: Farmington
COUNTY OF HARTFORD )
On this 5th day of February, 2001 before me, the undersigned officer,
personally appeared XXXXXX X. XXXXXX, 1st Senior Vice President of Farmington
Savings Bank, signer of the foregoing instrument and acknowledge the same to be
his free act and deed and the free act and deed of said corporation, before me.
In witness whereof, I hereunto set my hand.
/s/ Xxxxxx Xxxxxxx
------------------------------------
Commissioner of the Superior Court
16
