exh10-19_16778.htm


    EXHIBIT
10.19

     

    


    Loan
#9531605184-00006

    


    NOTE AND LOAN MODIFICATION
AGREEMENT

    


    


    THIS NOTE AND LOAN MODIFICATION
AGREEMENT (“Agreement”) is made and effective as of September 2, 2009, by and
between SUTRON CORPORATION, a Virgina corporation (“Borrower”) and BRANCH
BANKING AND TRUST COMPANY, a North Carolina banking corporation formerly known
as (and successor to) Branch Banking and Trust Company of Virginia
(“Lender”).

    


     
 

    RECITALS

    


    


    WHEREAS, on July 29, 2004, Lender made
a commercial line of credit loan in the amount of One Million Six Hundred
Twenty-five Thousand and no/100 Dollars ($1,625.000.00) (as subsequently
modified, the “Loan”) to the Borrower, evidenced by, inter alia, (i) the
Borrower’s Commercial Promissory Note of the same amount of the Loan (as
subsequently modified, the “Note”), (ii) that certain first lien Security
Agreement of the same date executed by the Borrower for the benefit of the
Lender (as subsequently modified, the “Security Agreement”), and (iii) that Loan
Agreement and Schedule DD thereto, each of the same date executed by the
Borrower and the Lender (as subsequently modified, collectively, the “Loan
Agreement”) (the Note, Security Agreement, Loan Agreement, and all other
documents evidencing or securing the Loan, as subsequently modified, are
sometimes collectively referred to herein as “Loan Documents”); and

    


    WHEREAS, by Loan Modification Agreement
and Release of Guarantors dated as of August 5, 2005, the Lender and Borrower
agreed to inter
alia, to (i)
increase the principle amount of the Loan to Two Million and no/100 Dollars
($2,000,000.00), (ii) extend the maturity date of the Loan, and (iii) release
the Guarantors, as defined therein, from their obligations under the Guaranty,
as defined therein; and

    


    WHEREAS, by Loan Modification Agreement
dated as of August 5, 2006, the Lender and the Borrower agreed, inter alia, to (i) increase
the principal amount of the Loan to Two Million Five Hundred Thousand
and  no/100 Dollars ($2,500,000.00), and (ii) extend the maturity date
of the Loan; and

    


    WHEREAS, by Loan Modification Agreement
dated as of June 26, 2007, the Lender and the Borrower agreed, inter alia, to (i) increase
the principal amount of the Loan to Three Million and no/100 Dollars
($3,000,000.00), (ii) extend the maturity date of the Loan, and (iii) amend
Schedule DD to the Loan Agreement; and

    


    WHEREAS, by Loan Modification Agreement
dated as of August 4, 2008, the Lender and Borrower agreed, inter alia, to extend the
maturity date of the Loan; and

     

    WHEREAS, the Borrower has requested
that Lender (i) further extend the maturity date of the Loan; and (ii) make
certain other modifications to the Loan terms; and

     

    WHEREAS,
the Lender has agreed to grant Borrower’s request, subject Borrower’s execution
and delivery of, and performance of the terms and conditions set forth in, this
Agreement.

    


    NOW THEREFORE, for and in consideration
of the above recitals and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as
follows:

    


    
      	
              1.  

            	
              Recitals. The
      above recitals are incorporated herein and made a part
    hereof.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    
      
        
          	
                  2.
       

                	
                  Loan Statement.
      Borrower and Lender hereby confirm that as of the date hereof, (i)
      there is no accrued and unpaid interest under the Loan, and (ii) there is
      no outstanding principal balance under the Loan. The maximum principle
      amount of the note is
$3,000,000.00

                


        

      

    

    


    
      	
              3.  

            	
              Interest Rate.
      Interest shall continue to accrue under the Note on the outstanding
      balance at a floating rate equal to Lender’s Prime Rate (as defined in the
      Note), as in effect from time to time; provided, however, that
      such interest rate will not decrease below fixed minimum rate of
      3.50%.

            


    

    


    
      	
              4.  

            	
              Note Payments/Maturity
      Date. Commencing September 5, 2009 and continuing on the fifth
      (5th)
      day of each and every calendar month during the term of the Loan, payments
      of interest only shall continue to be due and payable. The Loan maturity
      date is hereby extended to August 5,
2010.

            


    

    


    
      	
              5.  

            	
              Schedule GC to Loan
      Agreement. Schedule DD to the Loan Agreement is hereby deleted in
      it’s entirety and replaced with that certain Amended and Restated Schedule
      “GC” to BB&T Loan Agreement dated of even date herewith and attached
      hereto as Exhibit
      A.

            


    

    


    
      	
              6.  

            	
              Modification of Loan
      Documents.

            


    

    


    
      	
              A.  

            	
              The
      Note, Security Agreement, Loan Agreement and remaining Loan Documents are
      hereby modified to reflect and incorporate the terms and provisions of the
      Loan modifications as described in paragraphs 3 thorough 5
      above.

            


    

    


    
      	
              B.  

            	
              The
      terms “Note”, “Security Agreement”, “Loan Agreement”, and all other
      defined documents as referenced in the Loan Documents, shall be deemed to
      mean such documents, as modified by this Agreement. In addition, this
      Agreement shall be deemed to be a Loan
Document.

            


    

     

    
      	
              7.  

            	
              Modification
      Costs. Borrower further agrees to pay the Lender at the time of the
      execution of this Agreement, a Loan extension fee in the amount of
      $1,500.000.

            


    

     

    
      	
              8.  

            	
              Ratification and
      Renewal. The Borrower hereby ratifies and renews it’s covenants and
      agreements to pay the Loan in accordance with the terms and provisions of
      the Note, as modified by this Agreement; and the Borrower otherwise hereby
      ratifies and renews its covenants and agreements to perform, comply with
      and be bound by all other terms and provisions of the Note and the Loan
      Documents, all as modified by this Agreement. The Borrower also hereby
      confirms that the Security Agreement continues to secure repayment of the
      Note, as modified by this Agreement. Further, the Borrower covenants and
      warrants that each and every provision of the Note and Loan Documents, as
      modified by this Agreement, are in full force and effect and are the
      lawful and binding obligations of Borrower, enforceable in accordance with
      their respective terms.

            


    

    


    
      	
              9.  

            	
              Waiver.  The
      Borrower acknowledges Lender as the owner and holder of the Note, and the
      secured party under Security Agreement, and covenants and agrees that
      there are no defenses, set-offs, or counter-claims against Lender, with
      respect to the Note and the Loan Documents, as modified by the terms of
      this Agreement, or otherwise, or with respect to the Loan or with respect
      to the collection or enforcement of any of the same. The parties to this
      Agreement do not intend this Agreement to be construed as a novation of
      the Note.

            


    

    


    
      	
              10.  

            	
              Further
      Assurances. The parties agree to execute and deliver any and all
      instruments and documents reasonably necessary or required from time to
      time to effect the terms and intent of this
  Agreement.

            


    

    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    
      	
              11.  

            	
              Entire
      Agreement. This Agreement contains the entire agreement of the
      parties hereto with respect to the modification of the Loan, and no other
      agreement, statement or promise made by any party hereto, or any employee,
      officer, agent, or attorney of any party hereto, shall be valid or
      binding.

            


    

    


    
      	
              12.  

            	
              Binding Effect.
      Each and every of the terms and provisions of this Agreement shall be
      binding upon and shall inure to the benefit of the parties hereto and
      their respective heirs, successors, personal representatives and
      assigns.

            


    

    


    
      	
              13.  

            	
              Governing Law.
      This Agreement shall be governed by, construed under, and interpreted and
      enforced in accordance with the laws of the Commonwealth of Virginia, but
      without regard for Virginia’s laws or rules regarding conflict or choice
      of laws.

            


    

    


    
      	
              14.  

            	
              Severability.
      If any term, covenant, or condition of this Agreement, or the application
      thereof  to any person or circumstance, shall to any extent be
      invalid or unenforceable, the remainder of this Agreement, or the
      application of such term, covenant or condition to other persons or
      circumstances, shall not be affected hereby, and each term, covenant or
      condition of this Agreement shall be valid and enforceable to the fullest
      extent permitted by law.

            


    

    


    
      	
              15.  

            	
              Headings. The
      captions and headings herein are for convenience of reference only and in
      no way define or limit the scope or content of this Agreement or in any
      way affect its provisions.

            


    

     

    
      	
              16.  

            	
              Modification.
      The terms of this Agreement may not be changed, waived, discharged or
      terminated orally, but only by an instrument in writing, signed by the
      party against which enforcement of the change, waiver, discharge or
      termination is asserted.

            


    

    


    
      	
              17.  

            	
              Counterparts.
      This Agreement may be executed in any number of counterparts, each of
      which shall be an original but all of which together will constitute one
      instrument.

            


    

    


     

     

    SIGNATURES
ON FOLLOWING PAGES

    


    


     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    IN
WITNESS WHEREOF, the parties have executed this Note and Loan Modification
Agreement as of the date and year first written above.

     
 

    
      
        	 	BORROWER:	 
	 	 	 
	 	SUTRON
      CORPORATION, a Virginia corporation 	 
	 	 	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ Sidney
      C. Hooper	 
	 	 	Sidney
      C. Hooper 	 
	 	 	Treasurer 	 
	 	 	 	 


      

    

     

           

    
      
        	COMMONWEALTH OF
      VIRGINIA 	) 	 	 	 
	 	) to-wit:	 	 	 
	COUNTY OF
      LOUDON 	) 	 	 	 


      

       

    

    The
foregoing was subscribed and sworn to before me on
this    2nd   day of September, 2009, by
Sidney C. Hooper, as Treasurer of SUTRON CORPORATION, a Virginia corporation, on
behalf of the corporation.

    


    


    


    Notary
Public /s/ Leonard C. Lewan

    


    My
Commission Expires: Jan 31, 2011

    Notary
Registration No.: 127916

    


    [signature
of Lender of following page]

    


     

    
      
        
          	 	LENDER:	 
	 	 	 
	 	BRANCH
      BANKING AND TRUST COMPANY, a 	 
	 	North
      Carolina banking corporation 	 
	 	 	 	 
	
                   

                	
                  By:
      

                	/s/ Leonard
      C. Lewan	 
	 	 	Leonard
      C. Lewan 	 
	 	 	Senior
      Vice President	 
	 	 	 	 


        

      

       

    

    
             

      
        
          	COMMONWEALTH OF
      VIRGINIA 	) 	 	 	 
	 	) to-wit:	 	 	 
	COUNTY OF
      FAIRFAX 	) 	 	 	 


        

         

      

    

    The foregoing instrument was
acknowledged before this  2nd    day of September,
2009, by Leonard C. Lewan, as Senior Vice President of BRANCH BANKING AND TRUST
COMPANY, a North Carolina banking corporation, on behalf of the
corporation.

     

    


    Notary
Public /s/ Carolyn House

    


    My
Comission Expires: April 30, 2010

    Notary
Registration No.: 7046994

     

     

     

    
      
        
        

      

      
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