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Exhibit
10.2
AMENDED AND RESTATED TERM
NOTE
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| $22,500,000 |
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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 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:
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).
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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 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.
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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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 in accordance with Section 2.2
(The Term Loan) of the Financing Agreement.
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 “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).
This Note is secured as
provided in the Financing Agreement.
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
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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.
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 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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