exv10w34



 





EXHIBIT 10.34









CHANGE IN TERMS AGREEMENT




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Principal
	 	Loan Date	 	Maturity	 	Loan No	 	Call / Coll	 	Account	 	Officer	 	Initials
	$4,700,000.00

	 	07-26-2006
	 	07-31-2012
	 	 	0199	 	 	 	 	 	0548750	 	 	 	4067	 	 	 






References in the shaded area are for Lender’s use only and do not limit
the applicability of this document to any particular loan or
item.



Any  item
above containing “***” has been omitted due to text length
limitations.






	 	 	 	 	 	 	 
	Borrower:

	 	EDAC Technologies Corporation (TIN:
	 	Lender:
	 	TD Banknorth, N.A.
	 

	 	39-1515599); GROS-ITE Industries, Inc. (TIN:
	 	 	 	TD Banknorth Connecticut
	 

	 	06-1310723); and APEX Machine Tool Company,
	 	 	 	102 West Main Street
	 

	 	Inc. (TIN: 06-1519037)
	 	 	 	New Britain, CT 06051
	 

	 	1806 New Britain Avenue	 	 	 	 
	 

	 	Farmington, CT 06032	 	 	 	 






					
	 	 	 	 	 
	Principal Amount: $4,700,000.00
	 	Initial Rate: 8.250%
	 	Date of Agreement: July 26, 2006





DESCRIPTION OF EXISTING INDEBTEDNESS. An Equipment Loan Note in the original principal
amount of $1,500,000.00 and a Credit Agreement, both dated January 3, 2005 from Borrower to
Banknorth, N.A., n/k/a TD Banknorth, N.A. together with all renewals, amendments, and
modifications executed thereafter.



DESCRIPTION OF CHANGE IN TERMS. This Agreement deletes in their entirety sections (a) and (b)
in the Note and replaces them with the following:



(a) prior to the Conversion Date, interest only the principal amount the Equipment Loans made to
Borrower in an aggregate amount not to exceed FOUR MILLION SEVEN HUNDRED THOUSAND DOLLARS
($4,700,000.00) as set forth in the Credit Agreement dated as of January 3, 2005 (as amended and
in effect from time to time, the “Credit Agreement”), among Borrower and Lender; and



(b) after the Conversion Date, the principal amount of FOUR MILLION SEVEN HUNDRED THOUSAND DOLLARS
($4,700,000.00), or if less, the aggregate outstanding amount of all Equipment Loans made by
Lender to Borrower prior to the Conversion Date, in the monthly installments specified in the
Credit Agreement, and payable in its entirety on the Equipment Loan Maturity Date; and



Additionally, this Agreement makes the following changes to the Credit Agreement effective July
26, 2006:



Deletes any reference to the Equipment Loan in the principal amount of $2,300,000.00 and replaces
it with $4,700,000.00.



Changes the “Equipment Loan Commitment” amount to $4,700,000.00.



Changes the “Conversion Date” to mean July 31, 2007.



Changes the “Equipment Loan Maturity Date” to mean July 31, 2012.



CONTINUING VALIDITY Except as expressly changed by this Agreement, the terms of the original
obligation or obligations, including all agreements evidenced or securing the obligation(s),
remain unchanged and in full force and effect. Consent by Lender to this Agreement does not
waive Lender’s right to strict performance of the obligation(s) as changed, nor obligate Lender
to make any future change in terms. Nothing in this Agreement will constitute a satisfaction of
the obligation(s). It is the intention of Lender to retain as liable parties all makers and
endorsers of the original obligation(s), including accommodation parties, unless a party is
expressly released by Lender in writing. Any maker or endorser, including accommodation makers,
will not be released by virtue of this Agreement. If any person who signed the original
obligation does not sign this Agreement below, then all persons signing below acknowledge that
this Agreement is given conditionally, based on the representation to Lender that the
non-signing party consents to the changes and provisions of this Agreement or otherwise will
not be released by it. This waiver applies not only to any initial extension, modification or
release, but also to all such subsequent actions.




CONTINUED ON NEXT PAGE




 









 





					
	Loan No: 0199
	 	CHANGE IN TERMS AGREEMENT

(Continued)
	 	Page 2





THIS AGREEMENT IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS AGREEMENT IS AND SHALL
CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO
LAW.



PRIOR TO SIGNING THIS AGREEMENT, EACH BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS
AGREEMENT. EACH BORROWER AGREES TO THE TERMS OF THE AGREEMENT.



EACH BORROWER ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS CHANGE IN TERMS
AGREEMENT.




BORROWER:




EDAC
TECHNOLOGIES CORPORATION




	 	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Glenn L. Purple
	 	(Seal)
	 	 	 	 
	 	 
	 

	 	 

Glenn L. Purple, Vice President of EDAC
	 	 	 	 	 	 	 	 
	 

	 	Technologies Corporation	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	GROS-ITE INDUSTRIES,
INC.	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Glenn L. Purple
	 	(Seal)	 	 	 	 	 	 
	 

	 	 

	 	 	 	 	 	 	 	 
	 

	 	Glenn L. Purple, Secretary of
GROS-ITE Industries, Inc.	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	APEX MACHINE TOOL COMPANY, INC.	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Glenn L. Purple
	 	(Seal)	 	 	 	 	 	 
	 

	 	 

Glenn L. Purple, Secretary of APEX Machine Tool
	 	 	 	 	 	 	 	 
	 

	 	Company, Inc.	 	 	 	 	 	 	 	 






LASER
PRO Lending, Ver. 5.32.00.003 Copr. Harland Financial Solutions, Inc.
1997, 2006. All Rights Reserved.  - CT C:\HFS\CFI\LPL\D20C.FC TR-17811 PR-17