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EXHIBIT 10.2
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SECOND AMENDMENT TO FORBEARANCE AGREEMENT
This SECOND AMENDMENT TO FORBEARANCE AGREEMENT (the "AGREEMENT") dated as of
April 30, 2000 by and among FLEET NATIONAL BANK f/k/a FLEET NATIONAL BANK OF
CONNECTICUT f/k/a SHAWMUT BANK CONNECTICUT, N.A., a national banking association
with a place of business at 000 Xxxx Xxxxxx Xxxxxxxx, Xxxxxxxxxxx 00000
("LENDER"), EDAC TECHNOLOGIES CORPORATION, a Wisconsin corporation with a
principal place of business at 0000 Xxx Xxxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxxxxx
00000 ("BORROWER"), APEX MACHINE TOOL COMPANY, INC., a Connecticut corporation
with a mailing address c/o Borrower at 0000 Xxx Xxxxxxx Xxxxxx, Xxxxxxxxxx,
Xxxxxxxxxxx 00000 ("APEX") and GROS-ITE INDUSTRIES, INC., a Connecticut
corporation with a mailing address c/o Borrower at 0000 Xxx Xxxxxxx Xxxxxx,
Xxxxxxxxxx, Xxxxxxxxxxx 00000 ("GROS-ITE" and collectively with Apex,
"GUARANTOR").
RECITALS
On October 3, 1985, Lender and Borrower entered into a certain Revolving Loan
and Security Agreement which has been amended and restated from time to time,
and in its entirety by a 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,
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 May 27, 1997 between Borrower and Lender, as further amended by
a certain Tenth Amendment to Revolving Loan, Term Loan, Equipment Loan and
Security Agreement and Reaffirmation of Guaranties dated May 22, 1998, as
further amended by a certain Eleventh Amendment to Loan and Security Agreement,
Modification of Notes and Reaffirmation of Guaranties dated as of June 30, 1998
and as further amended by a certain Twelfth Amendment to Loans and Security
Agreement Modification of Notes and Reaffirmation of Guaranties dated as of
November 25, 1998 (as amended and in effect from time to time, the "Loan
Agreement").
Pursuant to the Loan Agreement, the Lender has made: (i) a $13,000,000 revolving
loan (the "REVOLVING LOAN") as evidenced by a certain Second Amended and
Restated Revolving Promissory Note dated as of June 30, 1998 (the "REVOLVING
NOTE"), (ii) a $14,000,000 term loan (the "ACQUISITION TERM LOAN") as evidenced
by a certain Term Promissory Note dated June 30, 1998 (the "ACQUISITION TERM
NOTE"), (iii) a $541,153.34 term loan (the "CONSOLIDATED EQUIPMENT LOAN") as
evidenced by a certain Amended and Restated Promissory Note dated March 27, 1997
(the "CONSOLIDATED EQUIPMENT NOTE"), (iv) a $4,000,000 term loan (the "TERM
LOAN") as evidenced by a certain Term Promissory Note dated March 22, 1993 (the
"TERM NOTE"), (v) a $1,000,000 construction to permanent loan (the "CONSTRUCTION
LOAN") as evidenced by a certain Construction to Permanent Loan Promissory Note
dated July 31, 1995
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(the "CONSTRUCTION NOTE"), (vi) a $3,000,000 equipment loan (the "THIRD
EQUIPMENT LOAN") as evidenced by a certain Equipment Promissory Note III dated
as of March 27, 1997 (the "THIRD EQUIPMENT NOTE") and (vii) a $3,000,000
equipment loan (the "FOURTH EQUIPMENT LOAN") as evidenced by a certain Equipment
Promissory Note IV dated as of May 22, 1998 (the "FOURTH EQUIPMENT NOTE" and
collectively with the Revolving Note, Acquisition Term Note, Consolidation
Equipment Note, Term Note, Construction Note and Third Equipment Note, the
"NOTES").
On October 29, 1999, Lender, Borrower and Guarantors entered into a Forbearance
Agreement (as amended and in effect from time to time, the "FORBEARANCE
AGREEMENT") pursuant to which certain provisions of the Loan Documents were
modified during the Forbearance Period (as defined therein) and Lender agreed to
forbear from exercising its rights and remedies as a result of the existence and
continuance of certain Events of Default under the Loan Documents.
By instrument dated as of December 30, 1999, the Lender, Borrower and Guarantors
entered into a First Amendment to Forbearance Agreement (the "First Amendment")
pursuant to which the parties agreed, among other things, to extend the
Forbearance Termination date until April 30, 2000.
Each Guarantor has guaranteed the obligations of Borrower under the Loan
Agreement and Notes, pursuant to their respective Guaranties (collectively,
"GUARANTY").
The Borrower and each Guarantor acknowledge that the Borrower is unconditionally
indebted to Lender with respect to its respective debts more particularly
described on Exhibit A attached hereto (the "INDEBTEDNESS"), plus interest
accrued and accruing thereon and costs and expenses of collection, including
without limitation, reasonable attorneys' fees. Additionally, the Borrower and
each Guarantor acknowledge that they have no defense, offset or counterclaim to
their obligations in respect of the Indebtedness and further that they have no
other claim whatsoever against Lender (whether arising in contract, tort or
otherwise) with respect to, or arising out of, the Indebtedness. The outstanding
principal amount of the Indebtedness as of April 30, 2000 is not less than
$26,397,303.98.
Hereinafter, this Second Amendment, the First Amendment, the Forbearance
Agreement, the Loan Agreement, the Notes, the Guaranties and all other documents
evidencing, relating to or securing the Indebtedness (as defined below)
(collectively, the "LOAN DOCUMENTS") all instruments, documents and agreements
executed by the Borrower, the Guarantor or any other party in connection
herewith, and all amendments and modifications to any of the foregoing,
including without limitation those contained in paragraph D hereof, are
sometimes collectively referred to hereinafter as the "LOAN AND FORBEARANCE
DOCUMENTS". Capitalized terms used in this Agreement but not otherwise defined
shall have the meanings given to such terms in the Loan Agreement.
The Borrower and Guarantor acknowledge and affirm that (a) Borrower is in
default in the performance of its obligations under the Loan Agreement, the
Forbearance Agreement, the First Amendment, the Notes and the Loan Documents by
virtue of Borrower's past and continuing failure to comply with the financial
covenants set forth in Sections 10 and 13 of Exhibit A of the Loan Agreement,
and (b) as a result of the aforesaid defaults, Lender has the full and
unrestricted
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right to declare all of the Indebtedness to be immediately due and payable and
to commence proceedings for its collection.
The Borrower and Guarantor have requested, and Lender has agreed, subject to the
representations, terms and conditions set forth herein: (a) to extend the
Forbearance Termination Date until June 3, 2000; (b) to make certain other
changes to the terms and conditions of the Loan and Forbearance Documents, as
set forth herein. Lender has agreed to grant the requested accommodations
subject to the express agreements and conditions set forth below and provided
further that: (i) there is no further material adverse change in the business or
financial condition of the Borrower or Guarantor after the date hereof; (ii)
there is no material adverse change in the value, extent or condition of any of
the collateral or other property granted to Lender to secure any or all of the
Indebtedness after the date hereof; (iii) the Borrower and Guarantor shall
perform and comply with, as and when required, time being of the essence in all
respects, all of the respective agreements, covenants and obligations set forth
in the Loan and Forbearance Documents; (iv) except for the defaults described
above, no default or event of default (howsoever defined) under any of the other
Loan and Forbearance Documents, shall occur or exist under any of the Loan and
Forbearance Documents, it being further agreed and understood that from and
after the date hereof all cure and grace periods and/or requirements for prior
notice or demand, if any, which are currently allowed or must be satisfied prior
to an event being deemed a default or event of default (howsoever defined) under
any of the Loan and Forbearance Documents are hereby waived by the Borrower and
Guarantor and are of no further force and effect; (v) no other party takes any
action against the Borrower and Guarantor or against any of the collateral or
other property granted to Lender to secure any or all of the Indebtedness which
in Lender's sole judgment will have a material adverse impact upon Lender's
right or ability to repossess, attach or execute upon any of such collateral or
other property, (vi) the Borrower and Guarantor shall not make any assignment
for the benefit of creditors or similar action or be the subject, voluntarily or
involuntarily, of any bankruptcy, insolvency, reorganization or other similar
proceeding; (vii) the Borrower and Guarantor shall not have misrepresented any
material fact to, or committed any fraud upon, Lender, (viii) all information
and documents delivered by or on behalf of the Borrower and Guarantor to Lender
shall be true and complete in all material respects; and (ix) Borrower and
Guarantor shall have paid all outstanding legal fees and expenses of its counsel
incurred in connection with the Loan Documents ((i), (ii), (iii), (iv), (v),
(vi), (vii), (viii) for which it has been presented invoices, and (ix) being
hereafter referred to individually as a "FORBEARANCE CONDITION" and collectively
as the "FORBEARANCE CONDITIONS").
NOW, THEREFORE, in consideration of the premises and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, and
as a condition to this Second Amendment, the parties hereto agree, represent and
warrant as follows:
A. The Borrower agrees that on or before May 12, 2000, it shall have
entered into a contract, on an interim or permanent basis, for the employment of
a Chief Executive Officer of the Borrower, and that a copy of the contract will
be provided to the Lender on or before May 15, 2000.
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B. In addition to all existing financial reporting requirements contained
in the Loan and Forbearance Documents, the Borrower shall provide to the Lender:
(i) monthly financial statements with explanations of variances to budget; (ii)
monthly booking, backlog, and shipping reports with explanations of variances to
budget; (iii) updated field examinations are to take place no later than the
week of May 1, 2000; (iv) rolling 13 week cash flow projections with weekly
reporting of variances to budget.
C. Borrower shall provide to Lender a cash and accrual strategic business
plan through March 31, 2001, which business plan shall be delivered to Lender by
no later than May 9, 2000. Such business plan must be approved by the Borrower's
board of directors and shall have been made available for review by any
consultant to the Lender, including but not limited to Zolfo Xxxxxx, LLC, prior
to its presentation to the Lender.
D. The Revolving Note, in the present maximum amount of $10,000,000, is
hereby permanently amended, restated and limited to reflect a maximum amount of
$9,000,000. The inventory cap under the Loan Agreement is permanently reduced
from $5,500,000 and limited to $5,000,000. The interest rate for the Revolving
Note is permanently amended to the Lender's Prime rate plus 1.50% only,
replacing all other interest rates originally provided for therein. This
interest rate change, amended availability and inventory cap shall, unless
otherwise agreed, continue after the expiration date of this Second Amendment.
E. The interest rate for the Acquisition Term Loan, the Term Loan, the
Construction Loan, the Third Equipment Loan, the Consolidated Equipment Loan,
and the Fourth Equipment Loan (all as identified in Exhibit A, annexed hereto)
is permanently amended to the Lender's Prime rate plus 1.50% only, replacing all
other interest rates originally provided for therein. This interest rate change
shall, unless otherwise agreed, continue after the expiration date of this
Second Amendment.
F. The period of forbearance as previously established in the First
Amendment is extended to June 3, 2000, subject to the terms and conditions set
forth herein.
G. The parties hereto acknowledge that all "interest rate swap" agreements
created pursuant to the ISDA Master Agreement dated as of April 14, 1997 or any
other similar agreement between the Lender and the Borrower (the "Master
Agreement") pertaining to any and all of the Notes, have been terminated by the
mutual consent and agreement of the parties. In connection therewith, the
Borrower and each Guarantor acknowledge receipt of timely and adequate notice as
required under the Master Agreement, and that the designated effective date for
the termination of the rate swaps and the Master Agreement is no later than the
date of execution of this Second Amendment. The Borrower acknowledges that it
has received, or that satisfactory arrangements have been made for the payment
of any amounts due to it resulting from the early termination of the interest
rate swap agreements.
H. Borrower's maximum Capital Expenditure for the month of May, 2000 shall
be limited to $25,000.
I. In addition to all existing provisions regarding the delivery of
financial and operational reports to the Lender, the Borrower shall provide to
the Lender and the Lender's
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financial advisors including Zolfo Xxxxxx, LLC, reasonable and continued access
to the Borrower's management for the purpose of discussion of the Borrower's
financial and operational status, and shall comply with all other reasonable
requests for information from the Lender or Zolfo Xxxxxx, LLC.
J. The Borrower and each Guarantor (i) represents and warrants to Lender
that: (1) it has the requisite corporate power to enter into this Agreement and
the transactions contemplated herein, and has taken all necessary corporate
action to authorize this Agreement and the transactions contemplated herein; and
(2) the Loan and Forbearance Documents to which it is a party constitute the
legal, valid and binding obligations of the Borrower, enforceable against it in
accordance with their respective terms and (ii) confirms that all of its
representations and warranties contained in the Loan Agreement are true and
correct as of the date hereof, except to the extent that any of the same relate
to a prior specific date or event.
K. So long as the Forbearance Conditions are and continue to be satisfied,
and without waiver of any existing default, Lender agrees (1) to forbear from
acceleration and collection of the Indebtedness during the Forbearance Period,
and (2) subject to the terms and conditions set forth in the Loan Agreement and
the additional conditions set forth in this Agreement, to continue to make
advances under the Revolving Credit Loan available for borrowing by the Borrower
during the Forbearance Period, EXCEPT that notwithstanding anything to the
contrary contained in the Loan Agreement or any of the other Loan and
Forbearance Documents, the Borrower and Guarantor acknowledge and agree that
commencing on the date hereof and continuing until Lender otherwise agrees in
writing: (i) upon (A) the failure of any of the Forbearance Conditions to be
satisfied or to continue to be satisfied, or (B) the expiration of the
Forbearance Period, all Indebtedness and other sums due from the Borrower and
Guarantor to Lender under the Loan and Forbearance Documents shall automatically
and immediately be due and payable without further notice or demand and Lender
shall have the right to exercise, without further notice or demand, any and all
rights and remedies available to it under the Loan and Forbearance Documents and
at law or equity, and (ii) Lender shall have no obligation to enter into or
consider any restructuring of, or any other accommodation with respect to any of
the Indebtedness upon the failure of any Forbearance Condition to be satisfied
or upon the expiration of the Forbearance Period.
L. All Exhibits to the Loan Agreement, the Notes and the other Loan and
Forbearance Documents are hereby amended in such a manner as to be consistent
with all amendments made hereby and contained herein.
M. To induce the Lender to enter into this Second Amendment, each Guarantor
hereby (a) consents to this Second Amendment and (b) affirms and ratifies its
Guaranty with respect to the Loans, the Loan Agreement and the other Loan and
Forbearance Documents as amended hereby, and confirms that (i) each Guarantor
does irrevocably and unconditionally guarantee to the Lender the payment and
performance from the Borrower of the Obligations (as defined in each Guaranty)
from the Borrower to the Lender, upon the terms and conditions set forth in the
respective Guaranty, (ii) the term Obligations includes, without limitation,
this Agreement, the Forbearance Agreement, the Term Loan, the Construction Loan,
the Consolidated Equipment Loan, the Third Equipment Loan, the Fourth Equipment
Loan, the
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Revolving Loan and the Acquisition Term Loan, and (iii) each Guaranty remains in
full force and effect.
N. As a further inducement to Lender to enter into this Agreement and to
grant the accommodations contained herein, effective on the date hereof, the
Borrower and each Guarantor does hereby release, acquit and forever discharge
Lender, its respective representatives, parents, subsidiaries, affiliates,
officers, directors, agents, employees, servants, attorneys and representatives,
as well as the respective personal representatives, successors and assigns of
any and all of them (collectively, the "RELEASED LENDER PARTIES"), from and
against any and all claims (including without limitation, any so-called "lender
liability" claims or defenses), demands, debts, actions, causes of action,
suits, contracts, agreements, obligations, accounts, defenses, offsets against
any of the Indebtedness, and liabilities of any kind or character whatsoever,
known or unknown, suspected or unsuspected, in contract or in tort at law or in
equity, including without implied limitation, such claims and defenses as fraud,
mistake, failure of consideration and duress, which the Borrower, each Guarantor
and/or anyone claiming by or through any of them ever had, now has, or might
hereafter have against any of the Released Lender Parties for or by reason of
any matter, cause or thing whatsoever occurring from the beginning of time
through and including the date hereof which relates to, in whole or in part
directly or indirectly: (a) any of the Indebtedness, (b) any of the Loan and
Forbearance Documents; (c) any of the collateral or other property granted to
Lender as security for any of the Indebtedness; or (4) the administration of any
of the Indebtedness or conduct of Lender or of any of the other Released Lender
Parties. In addition, the Borrower and each Guarantor agrees not to commence,
join in, assist, prosecute or participate in any suit or other proceeding
against any of the Released Lender Parties relating directly or indirectly to
any of the foregoing matters (including without limitation the Loan and
Forbearance Documents) or otherwise contrary to the provisions set forth above.
O. The Borrower and each Guarantor acknowledges and agrees that a default
under any of the Loan and Forbearance Documents shall constitute a default under
the other Loan and Forbearance Documents.
P. LENDER, BORROWER AND EACH GUARANTOR EXPRESSLY WAIVE TRIAL BY JURY IN ANY
COURT AND IN ANY SUIT, ACTION OR PROCEEDING ON ANY MATTER ARISING IN CONNECTION
WITH OR IN ANY WAY RELATED TO THE FINANCING TRANSACTIONS OF WHICH THE LOAN AND
FORBEARANCE DOCUMENTS ARE A PART AND/OR THE ENFORCEMENT OF ANY OF LENDER'S
RIGHTS AND REMEDIES THEREUNDER, INCLUDING WITHOUT LIMITATION, TORT CLAIMS.
Q. BORROWER AND EACH GUARANTOR ACKNOWLEDGE THAT THE TRANSACTIONS EVIDENCED
BY THE LOAN AND FORBEARANCE DOCUMENTS AND AS CONTEMPLATED BY THIS AGREEMENT ARE
COMMERCIAL TRANSACTIONS AND WAIVE THEIR RESPECTIVE RIGHTS TO NOTICE AND HEARING
UNDER CHAPTER 903a OF THE CONNECTICUT GENERAL STATUES, OR AS OTHERWISE ALLOWED
BY THE LAW OF ANY STATE OR FEDERAL LAW WITH RESPECT TO ANY PREJUDGMENT REMEDY
WHICH LENDER MAY DESIRE TO USE, AND FURTHER WAIVE THEIR RESPECTIVE RIGHT TO
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REQUEST THAT LENDER POST A BOND, WITH OR WITHOUT SURETY, TO PROTECT BORROWER
AND/OR GUARANTOR AGAINST DAMAGES THAT MAY BE CAUSED BY ANY PREJUDGMENT REMEDY
SOUGHT OR OBTAINED BY LENDER BY VIRTUE OF ANY DEFAULT OR PROVISION OF THIS
AGREEMENT OR ANY OF THE OTHER LOAN AND FORBEARANCE DOCUMENTS.
R. EACH OF BORROWER AND GUARANTOR ACKNOWLEDGE THAT IT MAKES THE WAIVERS SET
FORTH HEREIN KNOWINGLY, VOLUNTARILY AND WITHOUT DURESS AND ONLY AFTER EXTENSIVE
CONSIDERATION OF THE RAMIFICATIONS OF THOSE WAIVERS WITH THEIR ATTORNEYS. EACH
OF BORROWER AND GUARANTOR FURTHER ACKNOWLEDGE THAT LENDER HAS NOT AGREED WITH OR
REPRESENTED TO BORROWER, GUARANTOR OR ANY OTHER PARTY HERETO THAT THE PROVISIONS
HEREIN WILL NOT BE FULLY ENFORCED IN ALL INSTANCES.
S. The Borrower agrees to pay all costs and expenses, whenever incurred by
Lender, including without limitation, attorneys' fees, consultant's fees,
appraisal fees in connection with the Loan Documents and the Loan and
Forbearance Documents, including but not limited to the preparation,
negotiation, administration and enforcement of this Agreement and the
transactions contemplated herein. Nothing herein shall be construed to limit the
Borrower's obligation to pay fees, costs and expenses pursuant to the terms of
the Loan and Forbearance Documents.
T. Borrower and Guarantor shall from time to time execute and deliver such
additional documents and take such additional actions and shall provide such
additional information as Lender may reasonably require to carry out the terms
and conditions of this Agreement.
U. This Agreement and the other Loan and Forbearance Documents constitute
the entire understanding and agreement among the parties hereto and supersede
any prior or contemporaneous written or oral understanding with respect to the
subject matter hereof. Except as expressly modified herein, the Loan and
Forbearance Documents remain unmodified and in full force and effect in
accordance with their terms.
V. This Agreement and the other Loan and Forbearance Documents, and all
transactions, assignments and transfers hereunder and thereunder, and all the
rights of the parties, shall be governed as to validity, construction,
enforcement and in all other respects by the laws of the State of Connecticut
(but not its conflicts of law provisions).
W. This Agreement may be executed in any number of counterparts, each of
which shall constitute an original and all of which, when taken together, shall
constitute one instrument.
X. Except as specifically set forth herein, nothing herein shall be
construed to be a waiver of any requirements of the Loan Agreement or the other
Loan and Forbearance Documents.
Y. The Success Fee provided for in paragraph E(vi) and paragraph H of the
Forbearance Agreement in the aggregate amount of $87,500 shall be due in full
upon the earlier
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of June 30, 2000 or demand by Lender. In addition Borrower shall pay a Further
Success Fee in an amount determined by calculating the sum represented by the
multiplication of the aggregate amount outstanding on the Term Debt (the Notes,
excluding the Revolving Note) as of May 31, 2000, times 1.25% , divided by 360,
times 34. This Further Success Fee shall be due in full upon the earlier of June
30, 2000 or demand by Lender.
Z. All terms, conditions, agreements and representations contained in the
Loan and Forbearance Documents and not inconsistent with anything contained
herein shall survive and continue in accordance with their stated terms, and are
specifically restated and reaffirmed as if fully set forth herein.
AA. This Agreement shall be binding upon each Borrower and Guarantor and
upon the respective heirs, successors, assigns and legal representatives of each
such Borrower and Guarantor, and shall inure to the benefit of Lender, Lender's
Affiliates and its successors, endorsees, and assigns. No right, benefit,
interest or obligation hereunder may be assigned by any Borrower or Guarantor
without the prior written consent of Lender. Lender may, in its sole discretion
and without notice to or consent of any Borrower or Guarantor, sell, assign,
grant a participation in or otherwise dispose of all or any portion of its
rights or interests in the Loan or the Loan Documents to any person or entity,
including, without limitation, any Borrower or Guarantor. In connection
therewith, Lender may disclose to a prospective purchaser, assignee, participant
or transferee, and their agents, attorneys or other consultants, any
information, confidential or otherwise, possessed by Lender relating to the Loan
Documents and the Loan and Forbearance Documents.
BB. Lender reserves the right to obtain, at the expense of the Borrower,
updated appraisals of Borrower's and Guarantor's inventory, machinery and
equipment.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.
LENDER:
FLEET NATIONAL BANK
By:/s/G. Xxxxxxxxxxx Xxxxxx
-------------------------------
G. Xxxxxxxxxxx Xxxxxx
Its Vice President
(Duly Authorized)
BORROWER:
EDAC TECHNOLOGIES CORPORATION
By:/s/Xxxxxx X. Xxxxxxxxx
-------------------------------
Xxxxxx X. Xxxxxxxxx
Its Vice President
(Duly Authorized)
GUARANTORS:
GROS-ITE INDUSTRIES, INC.
By:/s/Xxxxxx X. Xxxxxxxxx
-------------------------------
Xxxxxx X. Xxxxxxxxx
Its Vice President
(Duly Authorized)
APEX MACHINE TOOL COMPANY, INC.
BY:/s/Xxxxxx X. Xxxxxxxxx
-------------------------------
Xxxxxx X. Xxxxxxxxx
Its Vice President
(Duly Authorized)
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EXHIBIT A
NAME OF LOAN OUTSTANDING BALANCE
AS OF APRIL 30, 2000
--------------------------------------------------------------------------------
Revolving Credit Loan $6,271,897.17
Acquisition Term Loan $12,748,366.70
Term Loan $2,657,829.26
Construction Loan $711,110.88
Third Equipment Loan $1,750,000.00
Consolidated Equipment Loan $216,433.34
Fourth Equipment Loan $2,041,666.63
