FIFTH AMENDED AND RESTATED REVOLVING CREDIT NOTE

FIFTH AMENDED AND RESTATED REVOLVING CREDIT NOTE

$33,000,000	November 23, 0000
	Xxx Xxxx, Xxx Xxxx

This Fifth Amended and Restated Revolving Credit Note (this “Note”) is executed and delivered under and pursuant to the terms of that certain Amended and Restated Revolving Credit, Term Loan and Security Agreement dated July 27, 2013 (as amended, restated, replaced, extended, supplemented and/or modified from time to time, the “Loan Agreement”) by and among AIR INDUSTRIES MACHINING, CORP. (“Air”), a corporation organized under the laws of the State of New York, WELDING METALLURGY, INC. (as successor by merger with WMS Merger Corp.)(“WM”), a corporation organized under the laws of the State of New York, NASSAU TOOL WORKS, INC. (formerly known as NTW Operating Inc.) (“Nassau”), a corporation organized under the laws of the State of New York, WOODBINE PRODUCTS, INC. (“WP”), a corporation organized under the laws of the State of New York, XXXXXX XXXXXX INC. (“MS”), a corporation organized under the laws of the State of New York, EUR-PAC CORPORATION (“Eur-Pac”), a corporation organized under the laws of the State of New York, ELECTRONIC CONNECTION CORPORATION (“ECC”), a corporation organized under the laws of the State of Connecticut, AMK WELDING, INC., (“AMK”), a corporation organized under the laws of the State of Delaware, and the STERLING ENGINEERING CORPORATION (“Sterling” and collectively with Air, WM, Nassau, WP, MS, EUR-PAC, ECC and AMK, the “Borrower”), a corporation organized under the laws of the State of Connecticut,  AIR INDUSTRIES GROUP (as successor by merger with Air Industries Group, Inc. f/k/a Xxxxx Industries Incorporated, a Delaware corporation) (“Air Group” and collectively with the Borrower, the “Obligor”), a corporation organized under the laws of the State of Nevada, and PNC BANK, NATIONAL ASSOCIATION (“PNC”), the various financial institutions named therein or which hereafter become a party thereto (together with PNC, collectively, “Lenders”), and PNC as agent for Lenders (in such capacity, “Agent”).  Capitalized terms not otherwise defined herein shall have the meanings provided in the Loan Agreement.

FOR VALUE RECEIVED, Borrower hereby promises to pay to the order of PNC, at the office of Agent located at PNC Bank Center, Xxx Xxxxx Xxxxxx, 0xx Xxxxx, Xxxx Xxxxxxxxx, Xxx Xxxxxx 00000 or at such other place as Agent may from time to time designate to Borrower in writing:

(i)           the principal sum of THIRTY-THREE MILLION AND 00/100 DOLLARS ($33,000,000) or, if different, from such amount, the unpaid principal balance of PNC’s Commitment Percentage of the Revolving Advances as may be due and owing under the Loan Agreement, payable in accordance with the provisions of the Loan Agreement, subject to acceleration upon the occurrence of an Event of Default under the Loan Agreement or earlier termination of the Loan Agreement pursuant to the terms thereof;

(ii)           interest on the principal amount of this Note from time to time outstanding until such principal amount is paid in full at the applicable Revolving Interest Rate in accordance with the provisions of the Loan Agreement.  In no event, however, shall interest exceed the maximum interest rate permitted by law.  Upon and after the occurrence of an Event of Default, and during the continuation thereof, interest shall be payable at the Default Rate; and

(iii)           notwithstanding anything to the contrary herein, in the Loan Agreement and/or in any Other Document, all outstanding principal and interest hereunder is due and payable on the Termination Date.

This Note is one of the Revolving Credit Notes referred to in the Loan Agreement and is secured, inter alia, by the liens granted pursuant to the Loan Agreement and the Other Documents, is entitled to the benefits of the Loan Agreement and the Other Documents and is subject to all of the agreements, terms and conditions therein contained.

This Note is subject to mandatory prepayment and may be voluntarily prepaid, in whole or in part, on the terms and conditions set forth in the Loan Agreement.

If an Event of Default under Section 10.7 or 10.8  of the Loan Agreement shall occur, then this Note shall immediately become due and payable, without notice, together with reasonable attorneys’ fees if the collection hereof is placed in the hands of an attorney to obtain or enforce payment hereof.  If any other Event of Default shall occur under the Loan Agreement or any of the Loan Documents, which is not cured within any applicable grace period, then this Note may, as provided in the Loan Agreement, be declared to be immediately due and payable, without notice, together with reasonable attorneys’ fees, if the collection hereof is placed in the hands of an attorney to obtain or enforce payment hereof.

This Note is intended to amend, restate and replace a certain Fourth Amended and Restated Revolving Credit Note issued by the Borrower in favor of the Lenders dated August 11, 2015 in the original principal amount of $28,000,000.  This Note is not a novation.

This Note shall be construed and enforced in accordance with the laws of the State of New York.

Borrower expressly waives any presentment, demand, protest, notice of protest, or notice of any kind except as expressly provided in the Loan Agreement.

ATTEST:	AIR INDUSTRIES MACHINING, CORP.
By: /s/ XXXXXXX XXXXXXXX	By: /s/ XXXXXX X. XXXXX
Name:  XXXXXXX XXXXXXXX	Name:  XXXXXX X. XXXXX
Title:     Secretary	Title:     President
ATTEST:	WELDING METALLURGY, INC. (as successor
	by merger with WMS Merger Corp.)
By: /s/ XXXXXXX XXXXXXXX	By: /s/ XXXXXX X. XXXXX
Name:  XXXXXXX XXXXXXXX	Name:  XXXXXX X. XXXXX
Title:    Secretary	Title:    President
ATTEST:	NASSAU TOOL WORKS, INC.
	(formerly known as NTW Operating Inc.)
By: /s/ XXXXXXX XXXXXXXX	By: /s/ XXXXXX X. XXXXX
Name:  XXXXXXX XXXXXXXX	Name:  XXXXXX X. XXXXX
Title:    Secretary	Title:    President
ATTEST:	XXXXXX XXXXXX INC.
By: /s/ XXXXXXX XXXXXXXX	By: /s/ XXXXXX X. XXXXX
Name:  XXXXXXX XXXXXXXX	Name:  XXXXXX X. XXXXX
Title:     Secretary	Title:     President
ATTEST:	WOODBINE PRODUCTS, INC.
By: /s/ XXXXXXX XXXXXXXX	By: /s/ XXXXXX X. XXXXX
Name:  XXXXXXX XXXXXXXX	Name:  XXXXXX X. XXXXX
Title:     Secretary	Title:     President
ATTEST:	EUR-PAC CORPORATION
By: /s/ XXXXXXX XXXXXXXX	By: /s/ XXXXXX X. XXXXX
Name:  XXXXXXX XXXXXXXX	Name:  XXXXXX X. XXXXX
Title:     Secretary	Title:     President

ATTEST:	ELECTRONIC CONNECTION CORPORATION
By: /s/ XXXXXXX XXXXXXXX	By: /s/ XXXXXX X. XXXXX
Name:  XXXXXXX XXXXXXXX	Name:  XXXXXX X. XXXXX
Title:     Secretary	Title:     President
ATTEST:	AMK WELDING, INC.
By: /s/ XXXXXXX XXXXXXXX	By: /s/ XXXXXX X. XXXXX
Name:  XXXXXXX XXXXXXXX	Name:  XXXXXX X. XXXXX
Title:     Secretary	Title:     President
ATTEST:	THE STERLING ENGINEERING CORPORATION
By: /s/ XXXXXXX XXXXXXXX	By: /s/ XXXXXX X. XXXXX
Name:  XXXXXXX XXXXXXXX	Name:  XXXXXX X. XXXXX
Title:    Secretary	Title:    President
ATTEST:	AIR REALTY GROUP, LLC
By: /s/ XXXXXXX XXXXXXXX	By: /s/ XXXXXX X. XXXXX
Name:  XXXXXXX XXXXXXXX	Name:  XXXXXX X. XXXXX
Title:    Secretary	Title:    President