Second Amendment of Note

 

                                                                   EXHIBIT 10.75

                            Second Amendment of Note

This Second Amendment of Note, Mortgage and Assignment of Leases made this 28th
day of December, 2000 by and between Apex Acquisition Corporation, a Connecticut
Corporation, having an office at 1806 New Britain Avenue, Farmington,
Connecticut 06032 ("Borrower"), and Gerald S. Biondi, an individual residing at
4 Overlook Drive, Canton, Connecticut 06109, James Biondi, an individual
residing at 4 Laurel Crest Drive, Burlington, Connecticut 06103 and Michael J.
Biondi, an individual residing at 130 Terryville Road, Burlington, Connecticut
06791 (collectively, "Lender").

                                   WITNESSETH

         WHEREAS, on June 30, 1998 the Lender made a loan to the Borrower in the
aggregate principal amount of Two Million Seven Hundred Ten Thousand Six Hundred
Eighty Seven and 02/100 Dollars ($2,710,687.02) which loan was evidenced by
certain $2,710,687.02 Promissory Note dated June 30, 1998 made by the Borrower
to the order of the Lender (the "Note");

         WHEREAS, to secure its obligations under the Note, the Borrower
executed and delivered to the Lenders (I) an open-end Mortgage deed and Security
Agreement dated June 30, 1998 and recorded in Volume 571 at Page 207 of the
Farmington Land Records (the "Mortgage") and (II) an Assignment of Leases and
Rents dated June 30, 1998 and recorded in Volume 571 at page 260 of the
Farmington Land Records (the "Assignment of Leases"); and

         WHEREAS, it is the desire of the Borrower and the Lenders to modify the
Note, the Mortgage, the Assignment of Leases and the Amendment to the Note in
certain particulars and provided herein.

         NOW, THEREFORE, in consideration of the sum of One Dollar ($1.00) and
for other good and valuable consideration, the receipt of which is hereby
acknowledged, the Borrower and the Lenders hereby agree as follows:

     1.   The Note and the Amendment of Note are modified as follows:

          (a)  From and after January 1, 2001, the 1. (a) section of the Amended
               Note is modified to read as follows:

               "Interest only shall be paid quarterly in advance commencing on
               January 2, 2001 and on the first business day of each April,
               July, October and January thereafter until October 1, 2002 and
               the entire principal balance together with all unpaid interest
               and other unpaid charges hereunder shall become due and payable
               on January 2, 2003.

               Additionally, Principal shall be paid monthly as follows on the
               first day of each calendar month commencing January 1, 2001: (I)
               commencing January 1, 2001 to and including June 1, 2001 in
               monthly installments of $18,000 each and (II) commencing July 1,
               2001 to and including December 1, 2001 in monthly installments of
               $22,000 each and (III) commencing January 1, 2002 to and
               including December 1, 2002 in monthly installments of $25,000
               each.

               Additionally, if the entire principal amount has not been paid in
               full by June 30, 2002 and/or there is default in a required
               payment, Borrower agrees to pay Lender a one time Twenty Five
               Thousand Dollar ($25,000) penalty payment by June 30, 2002. A
               default in required payment is defined as a required payment that
               is not paid when due and continues not to be paid for the
               subsequent ten days. Borrower will make its best effort to
               refinance this property at its earliest opportunity. If entire
               principal balance has been paid in full prior to June 30, 2002,
               and there has been no default in required payment, no penalty
               payment will be due.

Both parties agree that as of December 28, 2000 the principal balance due from
Borrower to Lender is $2,049,638.01 with an interest credit to the Borrowers of
$4,727.42 which arose from the sale of 17 Spring Lane in Farmington, Connecticut
on November 22, 2000 which the Lender was paid $445, 049.01 as a principal
reduction after Borrower had made a quarterly interest payment on the entire
principal balance.

          2.   All Loan Documents, as defined in the Note, the Mortgage, the
               Assignment of Leases and the Amendment of Note, are hereby
               modified such that any references in any of the Loan Documents to
               the Note, the Mortgage, the Assignment of Leases and/or the
               Amendment of Note shall mean such instruments as modified hereby.

          3.   As modified hereby, the Note, the Mortgage, the Assignment of
               Leases and the Amendment of Note and all of the other Loan
               Documents are hereby

               ratified and confirmed by the Borrower and the Lender and every
               provision, covenant, warranty, representation, condition
               obligation, right and power contained in and under the Note, the
               Mortgage, the Assignment of Leases, the Amendment of Note and the
               other Loan Documents, as modified hereby, shall continue in full
               force and effect, modifications set forth herein.

          4.   The First Amendment dated December 21, 1999 recorded in volume
               616 page 709 in the Farmington grand record shall remain in full
               force and effect except for those items specifically modified by
               this Second Amendment.

               IN WITNESS WHEREOF, Borrower and lender have caused this Second
               Amendment to Note, Mortgage, Assignment of Lease and Amendment of
               Note to be duly executed as of the day and year first above
               written.

                                                Apex Acquisition Corporation

                                                By: /s/ Ronald G. Popolizio
                                                   -----------------------------
                                                   Name:  Ronald G. Popolizio
                                                   Title: Secretary
                                                   Hereunto Duly Authorized

                                                /s/ Gerald S. Biondi
                                                --------------------------------
                                                Gerald S. Biondi

                                                /s/ James G. Biondi
                                                --------------------------------
                                                James G. Biondi

                                                /s/ Michael Biondi
                                                --------------------------------
                                                Michael J. Biondi 

Basic Info X:

Name: Second Amendment of Note
Type: Second Amendment of Note
Date: March 30, 2001
Company: EDAC TECHNOLOGIES CORP
State: Wisconsin

Other info: