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UNITED STATES OF AMERICA STATE OF CALIFORNIA COUNTy OF ORANGE R-1 Sa51,0DO CFFY Or SANTA AltA 1982 INDUSTRIAL REVENUE NgTE (SPS TECHNOLOGIES, INC.) The CITY OF SANTA ANA, a chartered city of the State of California, duly organized and existing under the constitution and laws of the State of California (the "City"), for value received, hereby promises to pay to Provident National Bank (the "Bank") or reoistered assions, at the office o~ the Bank at Broad and Chestnut Street, P~niladelphia, Pennsylvania I91.01, the principal sum of Four Hundred Fifty-One Thousand Dollars ($451,000) in lawful money of the United States of America, in in~nediatelv available fonds, together with interest on the unpaid principal balance hereof from the date hereof ~qtil payment of such principal s~n in full, at a floating rate Der ann~n equal to the product of (i) Bank's Prime Rate multiplied bv {ii) seventy percent (70%). Thirty-two (32) consecutive quarterly principal installments due on the Pa~nent Date in the months of March, June, September and December of each year, con~nencing with the Payment Date in March, 19B3, are payable in installments of Fourteen Thousand Ninety Three Dollars and Seventy-Kive Cents ($14,093.75) each on this Note. Interest shall he I)aid on the Payment Date in the months of March, June, September and December of each year, co~i~encinm with the Payment Date in March, 1983. NotwithstandinB anything to the contrary herein contained and so lonq as interest on this Note has not been determined to be taxable (as such phrase is hereinafter defined), the Bank may, by written notice to the City and SDS Technologies, Inc. at any time during the 30 day period followinq the third anniversary of the date of this Note, adjust the interest rate on this Note to such rate (the "Adjusted Rate") as the Bank may, in its sole discretion, determine effective on such anniversary date, provided that the Adiusted Rate shall at no time exceed the Prime Rate. In addition to the foregoing rate adjustment, if the interest payable under the terms of this Note is determined to be taxable to the Bank under the Internal Revenue Code of 1954, as amended and supplemented, and requlations of the Treasury Deparl~nent issued thereunder, then the rate of interest on the principal of this Note shall be adjusted to a rate that is at all times equal to the Prime Rate from time to time, retroactive to the date as of which the interest became taxable to the Bank and the retroactive interest shall become due and payable on the Payment Date of the quarterly installment of orincioal of and interest on the Note that is due in~ediately after the interest oayable under the terms of the Note is determined to be taxable to the Bank, anH the quarterly installments thereafter becominq due shall be ad,iusted accordinolv and all other terms of this Note shall remain in full force end effect. Notwithstanding the foregoing, if the Bank is required bv the City or bv any provision of the then applicable law to accelerate the maturity of this Note in the event the interest payable under the terms of this Note is determined to be taxable to the Bank, then the entire onPaid balance of orincieal together with accrued interest at the adjusted rate shall become irrrnediatelv due and payable without presenb~ent, demand or protest or notice of orotest oe any kind. In either event, the City shall pay to the Bank, oromotly uoon written demand therefor, all penalties and interest paid by the Bank to the Internal Revenue Service because of non-peyment of income tax uoon the interest received by the Bank pursuant to this Note. EXHIB ~T A 1