MORTGAGE NOTEMortgage Note • May 29th, 2009 • Edac Technologies Corp • Aircraft engines & engine parts
FOR VALUE RECEIVED, the undersigned, EDAC TECHNOLOGIES CORPORATION, a Wisconsin corporation, GROS-ITE INDUSTRIES, INC., and APEX MACHINE TOOL COMPANY, INC., each a Connecticut corporation and each with a place of business located at 1806 Farmington Avenue, Farmington, Connecticut 06032 (collectively, the “Maker”), hereby unconditionally promises to pay to the order of TD BANK, N.A. (the “Payee” or “Bank”), or any subsequent assignee or holder (Payee and any subsequent assignee or holder being sometimes referred to as “Holder”) at the office of the Bank located at 102 West Main Street, New Britain, Connecticut 06050-0174, the principal amount of TWO MILLION SIX HUNDRED FORTY THOUSAND AND 00/100 DOLLARS ($2,640,000.00) advanced to Maker by Bank under the terms of that certain Credit Agreement dated of even date herewith, by and between Maker and the Bank (as amended and in effect from time to time, the “Credit Agreement”), together with interest thereon as provided herein and all other s
SECURED PROMISSORY NOTESecured Promissory Note • May 29th, 2009 • Edac Technologies Corp • Aircraft engines & engine parts • Connecticut
This Note is issued pursuant to Section 2.6(b) the Asset Purchase Agreement (the “Purchase Agreement”), dated as of May 18, 2009, by and among EDAC TECHNOLOGIES CORPORATION, a corporation organized and existing under the laws of Wisconsin (the “Maker”), and MTU AERO ENGINES NORTH AMERICA, INC., a corporation organized and existing under the laws of the State of Connecticut (the “Holder”). All capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to them in the Purchase Agreement.
CREDIT AGREEMENT by and between TD BANK, N.A. and EDAC TECHNOLOGIES CORPORATION GROS-ITE INDUSTRIES, INC. APEX MACHINE TOOL COMPANY, INC. May 27, 2009Credit Agreement • May 29th, 2009 • Edac Technologies Corp • Aircraft engines & engine parts • Connecticut
This CREDIT AGREEMENT (the “Agreement”) is made as of this 27th day of May, 2009 by and between TD BANK, N.A., a national banking association with an office located at 102 West Main Street, New Britain, Connecticut 06050-0174 (the “Bank”) and EDAC TECHNOLOGIES CORPORATION, a Wisconsin corporation, with a place of business at 1806 Farmington Avenue, Farmington, Connecticut 06032, GROS-ITE INDUSTRIES, INC., a Connecticut corporation, with a place of business at 1806 Farmington Avenue, Farmington, Connecticut 06032, and APEX MACHINE TOOL COMPANY, INC., a Connecticut corporation, with a place of business at 1806 Farmington Avenue, Farmington, Connecticut 06032 (collectively, the “Borrower”).
Space Above for Recorder’s Use OPEN-END MORTGAGE DEED AND SECURITY AGREEMENT FROM EDAC TECHNOLOGIES CORPORATION TO TD BANK, N.A. May 27, 2009Open-End Mortgage Deed and Security Agreement • May 29th, 2009 • Edac Technologies Corp • Aircraft engines & engine parts
KNOW YE, that EDAC TECHNOLOGIES CORPORATION, a Wisconsin corporation, with a place of business at 1806 Farmington Avenue, Farmington, Connecticut 06032 (hereinafter called the “Borrower”), for the consideration of ONE DOLLAR ($1.00) and other good and valuable consideration received to the Borrower’s full satisfaction from TD BANK, N.A., a national banking association with an office located at 102 West Main Street, New Britain, Connecticut 06050-0174 (hereinafter called the “Bank”), does hereby give, grant, bargain, sell and confirm, with MORTGAGE COVENANTS (hereinafter referred to as the “Mortgage”), unto the Bank, its successors and assigns forever the real property and improvements thereon known as 275 Richard Street, Newington, Connecticut and described in more detail on Exhibit A attached hereto and made a part hereof (the “Property”).
ENVIRONMENTAL INDEMNITY AGREEMENTEnvironmental Indemnity Agreement • May 29th, 2009 • Edac Technologies Corp • Aircraft engines & engine parts • Connecticut
This ENVIRONMENTAL INDEMNITY AGREEMENT (the “Agreement”) is made as of this 27th day of May, 2009 from EDAC TECHNOLOGIES CORPORATION, a Wisconsin corporation, with a place of business at 1806 Farmington Avenue, Farmington, Connecticut 06032, GROS-ITE INDUSTRIES, INC., a Connecticut corporation, with a place of business at 1806 Farmington Avenue, Farmington, Connecticut 06032, and APEX MACHINE TOOL COMPANY, INC., a Connecticut corporation, with a place of business at 1806 Farmington Avenue, Farmington, Connecticut 06032 (collectively, the “Indemnitor”), to TD BANK, N.A., a national banking association with an office located at 102 West Main Street, New Britain, Connecticut 06050-0174 (the “Bank”).
ASSET PURCHASE AGREEMENT between MTU AERO ENGINES NORTH AMERICA, INC. (as Seller) and EDAC TECHNOLOGIES CORPORATION (as Buyer) Dated as of May 18, 2009Asset Purchase Agreement • May 29th, 2009 • Edac Technologies Corp • Aircraft engines & engine parts • New York
THIS ASSET PURCHASE AGREEMENT, dated May 18, 2009 (this “Agreement”), is made and entered into by and between MTU Aero Engines North America, Inc., a corporation organized and existing under the laws of the State of Connecticut (the “Seller”), and EDAC Technologies Corporation, a corporation organized and existing under the laws of Wisconsin (“Buyer”). Seller and Buyer are sometimes individually referred to in this Agreement as a “Party” and collectively as the “Parties.”
SECURITY AGREEMENTSecurity Agreement • May 29th, 2009 • Edac Technologies Corp • Aircraft engines & engine parts • Connecticut
This SECURITY AGREEMENT is made as of this 27th day of May, 2009 by and between TD BANK, N.A., a national banking association with an office located at 102 West Main Street, New Britain, Connecticut 06050-0174 (the “Bank” or “Secured Party”) and EDAC TECHNOLOGIES CORPORATION, a Wisconsin corporation, with a place of business at 1806 Farmington Avenue, Farmington, Connecticut 06032, GROS-ITE INDUSTRIES, INC., a Connecticut corporation, with a place of business at 1806 Farmington Avenue, Farmington, Connecticut 06032, and APEX MACHINE TOOL COMPANY, INC., a Connecticut corporation, with a place of business at 1806 Farmington Avenue, Farmington, Connecticut 06032 (collectively, the “Debtors”).
REVOLVING CREDIT NOTERevolving Credit Note • May 29th, 2009 • Edac Technologies Corp • Aircraft engines & engine parts
FOR VALUE RECEIVED, the undersigned, EDAC TECHNOLOGIES CORPORATION, a Wisconsin corporation, GROS-ITE INDUSTRIES, INC., and APEX MACHINE TOOL COMPANY, INC., each a Connecticut corporation and each with a place of business located at 1806 Farmington Avenue, Farmington, Connecticut 06032 (collectively, the “Maker”), hereby unconditionally promises to pay to the order of TD BANK, N.A. (the “Payee” or “Bank”), or any subsequent assignee or holder (Payee and any subsequent assignee or holder being sometimes referred to as “Holder”) at the office of the Bank located at 102 West Main Street, New Britain, Connecticut 06050-0174, the principal amount of SEVEN MILLION FIVE HUNDRED THOUSAND AND NO/100 DOLLARS ($7,500,000.00), or such lesser amount as may have been loaned, advanced or readvanced to Maker by Bank under the terms of that certain Credit Agreement, of even date herewith, by and between Maker and the Bank (the “Credit Agreement”), together with interest thereon as provided herein and a
TERM NOTETerm Note • May 29th, 2009 • Edac Technologies Corp • Aircraft engines & engine parts
FOR VALUE RECEIVED, the undersigned, EDAC TECHNOLOGIES CORPORATION, a Wisconsin corporation, GROS-ITE INDUSTRIES, INC., APEX MACHINE TOOL COMPANY, INC., each a Connecticut corporation and each with a place of business located at 1806 Farmington Avenue, Farmington, Connecticut 06032 (collectively, the “Maker”), hereby unconditionally promises to pay to the order of TD BANK, N.A. (the “Payee” or “Bank”), or any subsequent assignee or holder (Payee and any subsequent assignee or holder being sometimes referred to as “Holder”) at the office of the Bank located at 102 West Main Street, New Britain, Connecticut 06050-0174, the principal amount of FOUR MILLION THREE HUNDRED SIXTY THOUSAND AND 00/100 DOLLARS ($4,360,000.00) advanced to Maker by Bank under the terms of that certain Credit Agreement dated of even date herewith, by and between Maker and the Bank (as amended and in effect from time to time, the “Credit Agreement”), together with interest thereon as provided herein and all other su
