Exhibit 10.2
THIRD AMENDED AND RESTATED
REVOLVING CREDIT NOTE
|
$19,000,000
|
Baltimore, Maryland
|
April ,
2009
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, formerly named “TVI Holdings
One, Inc.” (“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
NINETEEN MILLION DOLLARS ($19,000,000) (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:
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.
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.
3.
Default Interest
.
Upon the occurrence and during the
continuance 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 .
Unless otherwise set forth in the
Financing Agreement, 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.
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 “Revolving
Credit Note” described in an Amended and Restated Financing
and Security Agreement dated as of February 22, 2008 by and
among the Borrowers and the Lender (as amended by (a) that
certain First Amendment to Amended and Restated Financing and
Security Agreement dated as of July 3, 2008, (b) that
certain Limited Forbearance Agreement dated as of November 20,
3008, (c) that certain Acknowledgment and Agreement dated as
of January 30, 2009, (d) that certain Agreement for
Post-Petition Financing dated as of even date herewith and
(e) as may be otherwise 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:
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(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 and during the
continuance 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.
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, inclu
