Exhibit 10.1
ACKNOWLEDGEMENT AND
AGREEMENT
January 30, 2009
TVI Corporation
Capa Manufacturing Corp.
Safety Tech International, Inc.
Signature Special Event
Services, Inc.
c/o TVI Corporation
7100 Holladay-Tyler Road
Glenn Dale, MD 20769
Attention: Chief Financial
Officer
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Re:
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Limited Forbearance Agreement dated
November 20, 2008 (as amended, restated, modified,
substituted, extended, and renewed from time to time, the “
Forbearance Agreement ”) among TVI Corporation, Capa
Manufacturing Corp., Safety Tech International, Inc., and
Signature Special Event Services, Inc. (formerly named
“TVI Holdings One, Inc.”) (collectively, as
the “ Borrowers ”), and Branch Banking and Trust
Company (as the “ Lender ”)
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Ladies and Gentlemen:
Please refer to the Forbearance Agreement for
the meaning of capitalized terms not otherwise defined in this
Acknowledgement and Agreement.
The Forbearance Agreement provides that the
Forbearance Period expires on January 30, 2009, with further
provision for extension until April 30, 2009, subject to
certain conditions, including, without limitation, the condition
that the Second Budget be in form and substance satisfactory to the
Lender in the exercise of its reasonable discretion. The
Borrowers submitted the Second Budget, which is generally
satisfactory to the Lender, but which projects that the Borrowing
Base Deficiency will exceed the Borrowing Base Deficiency Cap
during the extended Forbearance Period.
The Lender is, nonetheless, willing to agree
that the Second Budget is satisfactory to the Lender on the
condition that by signing below the Borrowers acknowledge and agree
as follows:
(a)
The provisions of the Forbearance Agreement continue in full force
and effect and are hereby ratified and confirmed. Without
implying any limitation on the foregoing, the Borrowers
acknowledge and agree that, notwithstanding the fact that the
Second Budget projects that the Borrowing Base Deficiency will
exceed the Borrowing Base Deficiency Cap, the Lender (i) has
no obligation to make any advances during the extended Forbearance
Period unless all conditions for lending, including, without
limitation, those with respect to the Borrowing Base
Deficiency Cap
