Exhibit 10.2
AMENDMENT TO FORBEARANCE
AGREEMENT
This AMENDMENT TO FORBEARANCE
AGREEMENT (this “ Agreement ”) is entered into
as of May 27, 2009, by and among AMERICAN DEFENSE SYSTEMS,
INC., a Delaware corporation, A. J. PISCITELLI &
ASSOCIATES, INC., a New York corporation, AMERICAN PHYSICAL
SECURITY GROUP, LLC, a Delaware limited liability company (the
“ Borrowers ”) and TD BANK, N.A., a national
banking association, and successor by merger to COMMERCE BANK, N.A
(the “ Lender ”).
RECITALS
The Borrowers and the Lender are
parties to the Forbearance Agreement and Amendment to Loan
Agreement, dated as of April 27, 2009 (the “
Forbearance Agreement ”). Terms defined in the
Forbearance Agreement shall have the same defined meanings when
such terms are used herein. The Borrowers have requested that the
Lender agree to increase the Revolving Credit Cap. The Lender has
agreed to do so, subject to the terms of this Amendment.
Accordingly, for valuable consideration, the receipt and
sufficiency of which are acknowledged, the Lender and the Borrowers
agree as follows:
1.
The Revolving Credit Cap is hereby increased to
$2,500,000.
2.
Except as specifically amended hereby, all terms, conditions,
covenants, representations and warranties contained in the
Forbearance Agreement and the Loan Documents, and all rights of the
Lender and all of the obligations under the Forbearance Agreement
and the Loan Documents, shall remain in full force and effect. Each
of the Borrower
