AMENDED AND RESTATED TERM NOTE
$383,330 November 10, 0000
Xxx Xxxx, Xxx Xxxx
This Amended and Restated Term Note (this "Note") is executed and
delivered under and pursuant to the terms of that certain Revolving Credit, Term
Loan, Equipment Line of Credit and Security Agreement dated November 30, 2005
(as amended, restated, supplemented or modified from time to time, the "Loan
Agreement") by and among AIR INDUSTRIES MACHINING, CORP., a corporation
organized under the laws of the State of New York ("Borrower") 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 THREE HUNDRED EIGHTY THREE THOUSAND THREE HUNDRED
THIRTY AND 00/100 DOLLARS ($383,330), payable in accordance with the provisions
of the Loan Agreement and 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, payable at the Term Loan 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 Term 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 in its entirety a
certain Term Note executed by the Borrower in favor of the Agent, for the
benefit of the Lenders, dated November 30, 2005 in the original principal amount
of $3,500,000, as amended and/or otherwise modified from time to time. 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:_____________________________ By:________________________________
Name: XXXXX X. XXXXXX Name: XXXXXXX X. XXXXX
Title: Vice Chairman Title: Executive Chairman
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