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AMENDED AND RESTATED TERM NOTE

Promissory Note

AMENDED AND RESTATED TERM NOTE | Document Parties: TVI CORP | BRANCH BANKING AND TRUST COMPANY | CAPA MANUFACTURING CORP | SAFETY TECH INTERNATIONAL, INC | SIGNATURE SPECIAL EVENT SERVICES, INC | TVI CORPORATION You are currently viewing:
This Promissory Note involves

TVI CORP | BRANCH BANKING AND TRUST COMPANY | CAPA MANUFACTURING CORP | SAFETY TECH INTERNATIONAL, INC | SIGNATURE SPECIAL EVENT SERVICES, INC | TVI CORPORATION

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Title: AMENDED AND RESTATED TERM NOTE
Governing Law: Maryland     Date: 2/25/2008
Industry: Aerospace and Defense     Sector: Capital Goods

AMENDED AND RESTATED TERM NOTE, Parties: tvi corp , branch banking and trust company , capa manufacturing corp , safety tech international  inc , signature special event services  inc , tvi corporation
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Exhibit 10.2

AMENDED AND RESTATED TERM NOTE

 

$22,500,000   Baltimore, Maryland
  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 TWENTY TWO MILLION FIVE HUNDRED THOUSAND DOLLARS ($22,500,000) (the “Principal Sum”), together with interest thereon at the rate or rates hereinafter provided, in accordance with the following:

 

  1. Interest.

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 (as defined hereinafter).

 

  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 on the unpaid Principal Sum shall be due and payable in accordance with Section 2.5.3 (Payment of Interest) of the Financing Agreement;

(b) Principal payments on the outstanding Principal Sum shall be due and payable in accordance with Section 2.2.3 (Term Loan Payments);

(c) Notwithstanding anything contained herein to the contrary, the Borrowers shall pay to the Lender the Term Loan Mandatory Prepayments set forth in Section 2.2.4 (Mandatory Prepayments of the Term Loan) of the Financing Agreement; and

(d) Unless sooner paid, the unpaid Principal Sum, together with interest accrued and unpaid thereon, shall be due and payable in full on the earlier of the Term Loan Maturity Date.

 

  3. Default Interest.

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.

 

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  4. Late Charges.

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.

 

  5. Application and Place of Payments.

All payments, made on account of this Note shall be applied in accordance with Section 2.2 (The Term Loan) of the Financing Agreement.

 

  6. Prepayment.

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.

 

  7. Financing Agreement and Other Financing Documents.

This Note is the “Term 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).

 

  8. Security.

This Note is secured as provided in the Financing Agreement.

 

  9. Events of Default.

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.

 

  10. Remedies.

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

 

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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.

 

  11. Expenses.

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.

 

  12. Notices.

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.

 

  13. Miscellaneous.

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 agreement of this Note or any of the other Financing Documents, or to exercise any right, power, or remedy consequent upon a breach thereof, shall constitute a waiver of any such term, condition, covenant, or agreement or of any such breach, or preclude the Lender from exercising any such right, power, or remedy at a later time or times. By accepting payment after the due date of any amount payable under the terms of this Note, the Lender shall not be deemed to waive the right either to require prompt payment when due of all other amounts payable under the terms of this Note


 
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