Unassociated Document


TERM NOTE







 



	$2,847,603.50	
June 27, 2013


New York, New York







 


This Term 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 the date hereof (as amended, restated, supplemented 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. (“WM”), a corporation organized under the laws of the State of New York, NASSAU TOOL WORKS, INC.  (formerly known as NTW Operating Inc.) (“Nassau”  and collectively with Air and WM, the “Borrower”), a corporation organized under the laws of the State of New York,  AIR INDUSTRIES GROUP, INC. (f/k/a Gales Industries Incorporated), a corporation organized under the laws of the State of Delaware (“Air Group” and collectively with the Borrower, the “Obligor”), 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, Two Tower Center, 8th Floor, East Brunswick, New Jersey 08816, or at such other place as Agent may from time to time designate to Borrower in writing:







(i)           the principal sum of TWO MILLION EIGHT HUNDRED FORTY-SEVEN THOUSAND SIX HUNDRED THREE AND 50/100 DOLLARS ($2,847,603.50), 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 a certain Term Note issued by the Borrower in favor of the Lenders dated June 21, 2012 in the original principal amount of $5,400,000.  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/ DARIO PERAGALLO

	
By: /s/ PETER RETTALIATA


	
Name:  DARIO PERAGALLO

	
Name:  PETER RETTALIATA


	
Title:     Secretary

	
Title:     President


	  	  
	  	  
	
ATTEST:

	
WELDING METALLURGY, INC.  (as successor


	  	
by merger with WMS Merger Corp.)


	  	  
	  	  
	
By: /s/ DARIO PERAGALLO

	
By: /s/ PETER RETTALIATA


	
Name:  DARIO PERAGALLO

	
Name:  PETER RETTALIATA


	
Title:    Secretary

	
Title:    President


	  	  
	
ATTEST:

	
NASSAU TOOL WORKS, INC.


	  	
(formerly known as NTW Operating Inc.)


	  	  
	  	  
	
By: /s/ DARIO PERAGALLO

	
By: /s/ PETER RETTALIATA


	
Name:  DARIO PERAGALLO

	
Name:  PETER RETTALIATA


	
Title:    Secretary

	
Title:    President









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