Exhibit 4.8
Second Amended and Restated
Revolving Credit Note
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March 30,
2005
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$4,500,000
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Philadelphia,
PA
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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 Amendment to 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 March 18, 2004
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 the e