EXHIBIT 4.16
AMENDED AND RESTATED REVOLVING CREDIT NOTE
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March 18, 2004
$4,500,000
Philadelphia, PA
FOR VALUE RECEIVED, the undersigned, Selas Corporation of America,
a
Pennsylvania business corporation with its
chief executive office and principal
place of business at c/o RTI, 1260 Red Fox
Road, Arden Hills, MN 55112 (the
"Borrower"), promises to pay to the order
of Wachovia Bank, National Association
(formerly known as First Union National
Bank) with offices located at Broad and
Walnut Streets, Philadelphia, PA 19109 (the
"Lender") the principal sum of Four
Million Five Hundred Thousand Dollars
($4,500,000) or, if less, the aggregate
outstanding principal balance of all
advances made by the Lender to the Borrower
under the Amended, Restated and
Consolidated Loan Agreement dated of even date
by and among the Borrower, Resistance
Technology, Inc., a Minnesota business
corporation with offices located at 1260
Red Fox Road, Arden Hills, MN 55112,
RTI Electronics, Inc., a Delaware
corporation with offices located at 1800 Via
Burton Street, Anaheim, CA 92806 and Lender
(as amended, restated, modified or
supplemented from time to time, the
"Agreement"), pursuant to the "Revolving
Loan" as defined in the Agreement, together
with interest, from the date of the
Agreement, in like money, at said office of
the Lender, at the time and at rates
per annum as provided in the Agreement.
This note (the "Note") amends and completely restates and evidences
the
indebtedness outstanding under and is
substituted for, but not in payment,
satisfaction, cancellation or novation of,
the Amended and Restated Revolving
Credit Note dated January 19, 2001 which
was issued by the Borrower to the
Lender. As of the date hereof, this Note
shall be deemed to be the Revolving
Credit Facility Note referred to in the
Agreement and shall evidence the
indebtedness incurred under, and be
entitled to the benefits of, the Agreement.
All terms used and not otherwise defined in
this Note shall have the meanings
given to them in the Agreement. Upon the
occurrence of any Event of Default set
forth in the Agreement, the entire unpaid
balance of principal and accrued
interest of this Note and all other amounts
due under the Agreement shall, at
the option of the Lender, be immediately
due and payable without presentment,
demand, protest or notice of any kind, all
of which are expressly waived.
Until maturity (whether by acceleration or otherwise), the
outstanding
principal balance hereunder shall bear
interest at the rates and shall be
payable at the times and in the manner set
forth in the Agreement. Subsequent to
maturity, including after judgment, or upon
the occurrence of any Event of
Default set forth in the Agreement,
interest on the outstanding principal
balance hereunder shall accrue at an annual
rate equal to the Base Rate plus
five percent (5%) and shall be payable on
demand.
Time is of
