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Exhibit
10.3
AMENDED AND RESTATED
REVOLVING CREDIT NOTE
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| $7,000,000 |
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Baltimore, Maryland |
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February 22, 2008 |
FOR VALUE RECEIVED, TVI
CORPORATION, a Maryland corporation (“TVI”), CAPA
MANUFACTURING CORP., a Maryland corporation (“CAPA”),
SAFETY TECH INTERNATIONAL, INC., a Maryland corporation
(“Safety Tech”) and SIGNATURE SPECIAL EVENT SERVICES,
INC., a Maryland corporation (“Signature TVI”), jointly
and severally (each of TVI, CAPA, Safety Tech and Signature TVI, a
“Borrower”; TVI, CAPA, Safety Tech and Signature TVI,
collectively, the “Borrowers”), promise to pay to the
order of BRANCH BANKING AND TRUST COMPANY, a North Carolina banking
corporation (the “Lender”), the principal sum of SEVEN
MILLION DOLLARS ($7,000,000) (the “Principal Sum”), or
so much thereof as has been or may be advanced/readvanced to or for
the account of the Borrowers pursuant to the terms and conditions
of the Financing Agreement (as hereinafter defined) under the
Revolving Credit Facility (as that term is defined in the Financing
Agreement), together with interest thereon at the rate or rates
hereinafter provided, in accordance with the following:
Commencing as of the date
hereof and continuing until repayment in full of all sums due
hereunder, the unpaid Principal Sum shall bear interest in
accordance with Section 2.5 (Interest and Certain Fee
Provisions) of the Financing Agreement.
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2. |
Payments and Maturity. |
The unpaid Principal Sum,
together with interest thereon at the rate or rates provided above,
shall be payable as follows:
(a) Interest only on the
unpaid Principal Sum shall be due and payable in accordance with
Section 2.5.3 (Payment of Interest) of the Financing
Agreement; and
(b) Unless sooner paid, the
unpaid Principal Sum, together with interest accrued and unpaid
thereon, shall be due and payable in full on the Revolving Credit
Termination Date (as defined in the Financing
Agreement).
The fact that the balance
hereunder may be reduced to zero from time to time pursuant to the
Financing Agreement will not affect the continuing validity of this
Note or the Financing Agreement, and the balance may be increased
to the Principal Sum after any such reduction to zero.
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Upon the occurrence of an
Event of Default (as hereinafter defined), the unpaid Principal Sum
shall bear interest thereafter at the Post-Default Rate (as defined
in the Financing Agreement) until such Event of Default is
cured.
If the Borrowers shall fail
to make any payment under the terms of this Note within ten
(10) days after the date such payment is due, the Borrowers
shall pay to the Lender on demand a late charge equal to five
percent (5%) of such payment.
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5. |
Application and Place of Payments. |
All payments, made on account
of this Note shall be applied first to the payment of any late
charge then due hereunder, second to the payment of any prepayment
fee then due hereunder, third to the payment of accrued and unpaid
interest then due hereunder, and the remainder, if any, shall be
applied to the unpaid Principal Sum. All payments on account of
this Note shall be paid in lawful money of the United States of
America in immediately available funds during regular business
hours of the Lender at its principal office in Baltimore, Maryland
or at such other times and places as the Lender may at any time and
from time to time designate in writing to the Borrowers.
Without implying any
limitation on the Borrowers’ obligation to pay the Early
Termination Fee as and when provided in Section 2.5.2
(Early Termination Fee) of the Financing Agreement, the Borrowers
may prepay the Principal Sum in whole or in part at any time
without premium or penalty.
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7. |
Financing Agreement and Other Financing
Documents. |
This Note is the
“Revolving Credit Note” described in an Amended and
Restated Financing and Security Agreement dated as of even date
herewith by and among the Borrowers and the Lender (as amended,
modified, restated, substituted, extended and renewed at any time
and from time to time, the “Financing Agreement”). The
indebtedness evidenced by this Note is included within the meaning
of the term “Obligations” as defined in the Financing
Agreement. This Note is one of the “Financing
Documents” (as that term is defined in the Financing
Agreement).
This Note is secured as
provided in the Financing Agreement.
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The occurrence of any one or
more of the following events shall constitute an event of default
(individually, an “Event of Default” and collectively,
the “Events of Default”) under the terms of this
Note:
(a) The failure of the
Borrowers to pay to the Lender when due any and all amounts payable
by the Borrowers to the Lender under the terms of this Note;
or
(b) The occurrence of an
event of default (as defined therein) under the terms and
conditions of any of the other Financing Documents.
Upon the occurrence of an
Event of Default, at the option of the Lender, all amounts payable
by the Borrowers to the Lender under the terms of this Note shall
immediately become due and payable by the Borrowers to the Lender
without notice to the Borrowers or any other person, and the Lender
shall have all of the rights, powers, and remedies available under
the terms of this Note, any of the other Financing Documents and
all applicable laws. The Borrowers and all endorsers, guarantors,
and other parties who may now or in the future be primarily or
secondarily liable for the payment of the indebtedness evidenced by
this Note hereby severally waive presentment, protest and demand,
notice of protest, notice of demand and of dishonor and non-payment
of this Note and expressly agree that this Note or any payment
hereunder may be extended from time to time without in any way
affecting the liability of the Borrowers, guarantors and
endorsers.
The Borrowers promise to pay
to the Lender on demand by the Lender all costs and expenses
incurred by the Lender in connection with the collection and
enforcement of this Note, including, without limitation, reasonable
attorneys’ fees and expenses and all court costs.
Any notice, request, or
demand to or upon the Borrowers or the Lender shall be deemed to
have been properly given or made when delivered in accordance with
Section 8.1 (Notices) of the Financing Agreement.
Each right, power, and remedy
of the Lender as provided for in this Note or any of the other
Financing Documents, or now or hereafter existing under any
applicable law or otherwise shall be cumulative and concurrent and
shall be in addition to every other right, power, or remedy
provided for in this Note or any of the other Financing Documents
or now or hereafter existing under any applicable law, and the
exercise or beginning of the exercise by the Lender of any one or
more of such rights, powers, or remedies shall not preclude the
simultaneous or later exercise by the Lender of any or all such
other rights, powers, or remedies. No failure or delay by the
Lender to insist upon the strict performance of any term,
condition, covenant, or
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agreement of this Note or any of the
other Financing Documents, or to exercise any right, power, or
remedy consequent upo
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