Exhibit 10.4


 


AMENDMENT TO

COMMERCIAL
CREDIT AGREEMENT


 


THIS AMENDMENT TO COMMERCIAL CREDIT AGREEMENT (this “Agreement”)
is made as of the        day of April, 2009, by
and among:


 


(I)                                    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, is referred to in this Agreement individually as a “Debtor”
and collectively in this Agreement as the “Debtors”); and


 


(II)                                BB&T
FINANCIAL, FSB, successor to BB&T Bankcard Corporation (“BB&T FSB”).


 


RECITALS


 


A.           On or about November 9, 2006, Signature TVI
applied to BB&T FSB for a $100,000 credit line (as such credit line was
ultimately issued to Signature TVI, and as the same may have been amended,
increased, decreased or otherwise modified, the “Signature TVI Commercial
Credit Line #1”), pursuant to, among other things, a BB&T Bankcard
Corporation Commercial Card Application dated as of November 9, 2006 from
Signature TVI to BB&T FSB (as amended, restated, modified, substituted,
extended, and renewed from time to time, the “Signature TVI Commercial
Credit Application #1”).  The
Signature TVI Commercial Credit Application #1, this Agreement and any other
instrument, agreement, application or document previously, simultaneously or
hereafter executed and delivered by Signature TVI, any guarantor and/or any
other person or entity, singly or jointly with another person or entity,
evidencing, securing, guarantying or in connection with the Signature TVI
Commercial Credit Application #1, the Signature TVI Commercial Credit Line #1
and/or any credit cards, credit card processing services, debit cards, purchase
cards related thereto, as the same may be amended, restated, substituted,
replace or otherwise modified from time to time, are collectively referred to herein
as the “Signature TVI Commercial Credit Agreement #1”.  All present and future indebtedness, duties,
obligations, and liabilities, including, without limitation, all obligations
and liabilities relating to any and all credit cards, credit card processing
services, debit cards and purchase cards related to the Signature TVI
Commercial Credit Line #1, whether now existing or contemplated or hereafter
arising, of Signature TVI, any guarantor and/or any other person or entity, to
BB&T FSB under or in connection with the Signature TVI Commercial Credit
Line #1 and/or the Signature TVI Commercial Credit Agreement #1, regardless of
whether such indebtedness, duties, obligations, and liabilities be direct,
indirect, primary, secondary, joint, several, joint and several, fixed or
contingent are collectively referred to herein as the “Signature TVI
Commercial Credit Agreement #1 Obligations”.


 


B.             On or about November 9, 2006, Signature TVI
applied to BB&T FSB for a $250,000 credit line (as such credit line was
ultimately issued to Signature TVI, and as the same may have 


 

















 


been amended, increased,
decreased or otherwise modified, the “Signature TVI Commercial Credit Line
#2”), pursuant to, among other things, a BB&T Bankcard Corporation
Commercial Card Application dated as of November 9, 2006 from Signature
TVI to BB&T FSB (as amended, restated, modified, substituted, extended, and
renewed from time to time, the “Signature TVI Commercial Credit Application
#2”).  The Signature TVI Commercial
Credit Application #2, this Agreement and any other instrument, agreement,
application or document previously, simultaneously or hereafter executed and
delivered by Signature TVI, any guarantor and/or any other person or entity,
singly or jointly with another person or entity, evidencing, securing,
guarantying or in connection with the Signature TVI Commercial Credit
Application #2, the Signature TVI Commercial Credit Line #2 and/or any credit
cards, credit card processing services, debit cards, purchase cards related
thereto, as the same may be amended, restated, substituted, replace or
otherwise modified from time to time, are collectively referred to herein as
the “Signature TVI Commercial Credit Agreement #2”.  All present and future indebtedness, duties,
obligations, and liabilities, including, without limitation, all obligations
and liabilities relating to any and all credit cards, credit card processing
services, debit cards and purchase cards related to the Signature TVI
Commercial Credit Line #2, whether now existing or contemplated or hereafter
arising, of Signature TVI, any guarantor and/or any other person or entity, to
BB&T FSB under or in connection with the Signature TVI Commercial Credit
Line #2 and/or the Signature TVI Commercial Credit Agreement #2, regardless of
whether such indebtedness, duties, obligations, and liabilities be direct,
indirect, primary, secondary, joint, several, joint and several, fixed or
contingent are collectively referred to herein as the “Signature TVI
Commercial Credit Agreement #2 Obligations”.


 


C.             On or about November 9, 2006, TVI applied to
BB&T FSB for a $150,000 credit line (as such credit line was ultimately
issued to TVI, and as the same may have been amended, increased, decreased or
otherwise modified, the “TVI Commercial Credit Line #1”), pursuant to,
among other things, a BB&T Bankcard Corporation Commercial Card Application
dated as of November 9, 2006 from TVI to BB&T FSB (as amended,
restated, modified, substituted, extended, and renewed from time to time, the “TVI
Commercial Credit Application #1”). 
The TVI Commercial Credit Application #1, this Agreement and any other
instrument, agreement, application or document previously, simultaneously or
hereafter executed and delivered by TVI, any guarantor and/or any other person
or entity, singly or jointly with another person or entity, evidencing,
securing, guarantying or in connection with the TVI Commercial Credit
Application #1, the TVI Commercial Credit Line #1 and/or any credit cards,
credit card processing services, debit cards, purchase cards related thereto,
as the same may be amended, restated, substituted, replace or otherwise
modified from time to time, are collectively referred to herein as the “TVI
Commercial Credit Agreement #1”.  All
present and future indebtedness, duties, obligations, and liabilities,
including, without limitation, all obligations and liabilities relating to any
and all credit cards, credit card processing services, debit cards and purchase
cards related to the TVI Commercial Credit Line #1, whether now existing or
contemplated or hereafter arising, of TVI, any guarantor and/or any other
person or entity, to BB&T FSB under or in connection with the TVI
Commercial Credit Line #1 and/or the TVI Commercial Credit Agreement #1,
regardless of whether such indebtedness, duties, obligations, and liabilities
be direct, indirect, primary, secondary, joint, several, joint and several,
fixed or contingent are collectively referred to herein as the “TVI
Commercial Credit Agreement #1 Obligations”.


 


2

















 


D.            On or about November 9, 2006, TVI applied to
BB&T FSB for a $250,000 credit line (as such credit line was ultimately
issued to TVI, and as the same may have been amended, increased, decreased or
otherwise modified, the “TVI Commercial Credit Line #2”), pursuant to,
among other things, a BB&T Bankcard Corporation Commercial Card Application
dated as of November 9, 2006 from TVI to BB&T FSB (as amended,
restated, modified, substituted, extended, and renewed from time to time, the “TVI
Commercial Credit Application #2”). 
The TVI Commercial Credit Application #2, this Agreement and any other
instrument, agreement, application or document previously, simultaneously or
hereafter executed and delivered by TVI, any guarantor and/or any other person
or entity, singly or jointly with another person or entity, evidencing,
securing, guarantying or in connection with the TVI Commercial Credit
Application #2, the TVI Commercial Credit Line #2 and/or any credit cards,
credit card processing services, debit cards, purchase cards related thereto,
as the same may be amended, restated, substituted, replace or otherwise
modified from time to time, are collectively referred to herein as the “TVI
Commercial Credit Agreement #2”.  All
present and future indebtedness, duties, obligations, and liabilities,
including, without limitation, all obligations and liabilities relating to any
and all credit cards, credit card processing services, debit cards and purchase
cards related to the TVI Commercial Credit Line #2, whether now existing or
contemplated or hereafter arising, of TVI, any guarantor and/or any other
person or entity, to BB&T FSB under or in connection with the TVI
Commercial Credit Line #2 and/or the TVI Commercial Credit Agreement #2, regardless
of whether such indebtedness, duties, obligations, and liabilities be direct,
indirect, primary, secondary, joint, several, joint and several, fixed or
contingent are collectively referred to herein as the “TVI Commercial Credit
Agreement #2 Obligations”.


 


E.              As used in this Agreement: (1) the term “Commercial
Credit Line” means, collectively, the Signature TVI Commercial Credit Line
#1, the Signature TVI Commercial Credit Line #2, the TVI Commercial Credit Line
#1 and the TVI Commercial Credit Line #2; (2) the term “Commercial
Credit Agreement” means, collectively, the Signature TVI Commercial Credit
Agreement #1, the Signature TVI Commercial Credit Agreement #2, the TVI
Commercial Credit Agreement #1 and the TVI Commercial Credit Agreement #2; and (3) the
term “Commercial Credit Agreement Obligations” means, collectively, the
Signature TVI Commercial Credit Agreement #1 Obligations, the Signature TVI
Commercial Credit Agreement #2 Obligations, the TVI Commercial Credit Agreement
#1 Obligations and TVI Commercial Credit Agreement #2 Obligations.


 


F.              The Debtors have commenced the Chapter 11 Case (as
defined in the Post-Petition Financing Agreement (defined below)). Each of the
Debtors remains in possession of its assets and business and is currently
acting as a debtor in possession under 11 U.S.C. §1107.


 


G.             The Debtors and Branch Banking and Trust Company have
entered or shall enter into a certain Agreement for Post-Petition Financing (as
the same may be amended, restated, substituted, replaced or otherwise modified
from time to time, the “Post-Petition Financing Agreement”).


 


H.            Due to the commencement of the Chapter 11 Case,
BB&T FSB is not willing to continue to make advances under the Commercial
Credit Line, unless and until (1) the Debtors enter into this Agreement,
which, among other things, reduces the amount of credit available to the
Debtors under the Commercial Credit Line and otherwise amends the terms of the 


 


3

















 


Commercial Credit
Agreement and (2) this Agreement is approved by the Bankruptcy Court (as
that term is defined in the Post-Petition Financing Agreement) as set forth in
the Financing Order (as that term is defined in the Post-Petition Financing
Agreement).


 


AGREEMENTS


 


NOW, THEREFORE, in consideration of the premises and
for other good and valuable consideration, receipt of which is hereby
acknowledged, the Debtors and BB&T FSB hereby agree as follows:


 


1.                                       The Debtors and BB&T FSB hereby agree
that the Recitals and the preamble above, including, without limitation, the
defined terms contained therein, are a part of this Agreement.


 


2.                                       The Debtors represent and warrant to
BB&T FSB as follows:


 


(a)          Each of the Debtors is a corporation duly organized,
validly existing and in good standing under the laws of the state in which it
was organized.


 


(b)         Each of the Debtors has the power and authority to
execute and deliver this Agreement and perform its obligations hereunder and
has taken all necessary and appropriate corporate action to authorize the
execution, delivery and performance of this Agreement.


 


(c)          The person signing on behalf of each of the Debtors is
authorized to do so.


 


(d)         The Commercial Credit Agreement, as amended by this
Agreement, remains in full force and effect, and constitutes the valid and
legally binding obligation of the Debtors, enforceable in accordance with its
terms, except that  this Agreement is subject to the approval of
the Bankruptcy Court as set forth in the Financing Order.


 


3.                                       Each of the
Debtors hereby (a) ratifies, assumes, adopts and agrees to be bound by the
Commercial Credit Agreement, as amended by this Agreement, in accordance with
the terms thereof, and (b) agrees to pay all of the Commercial Credit
Agreement Obligations in accordance with the terms of the Commercial Credit
Agreement, as amended by this Agreement. 
The Commercial Credit Agreement, as amended by this Agreement, is
incorporated herein by reference and hereby is and shall be deemed adopted and
assumed in full by the Debtors, as the Debtors and the Debtors-in-Possession,
and considered as agreements by and among the Debtors and BB&T FSB.


 


4.                                       The Debtors and BB&T FSB hereby agree
that the Commercial Credit Card Agreement shall be amended to provide as
follows:


 


(a)          Notwithstanding anything contained in the Commercial
Credit Agreement to the contrary, commencing on the date of this Agreement: (i) the
maximum amount of the Signature TVI Commercial Credit Line #1 shall be, and is
hereafter limited to, $25,000; (ii) the maximum amount of the Signature
TVI Commercial Credit Line #2 shall be, and is hereafter limited to, $25,000; (iii) the
maximum amount of the TVI Commercial Credit Line #1 shall be, 


 


4

















 


and is hereafter limited
to, $50,000; and (iv) the maximum amount of the TVI Commercial Credit Line
#2 shall be, and is hereafter limited to, $50,000.


 


(b)         Notwithstanding anything contained in the Commercial
Credit Agreement to the contrary, unless the Commercial Credit Agreement
provides for earlier payment, the Debtors shall pay all of the then outstanding
Commercial Credit Agreement Obligations in full on the last day of each
calendar month.


 


(c)          Without limiting any provisions of the Commercial
Credit Agreement that provides for earlier termination or expiration, all of
the Commercial Credit Agreement Obligations shall be due and payable in full
and the Commercial Credit Line shall expire and terminate upon the occurrence
of the Termination Date (as defined in the Post-Petition Financing Agreement.


 


5.                                       The Debtors agree that this Agreement is
not intended to and shall not cause a novation with respect to any or all of
the Commercial Credit Agreement Obligations.


 


6.                                       The Debtors acknowledge and warrant that
BB&T FSB has acted in good faith and has conducted in a commercially
reasonable manner its relationships with the Debtors in connection with this
Agreement and generally in connection with the Commercial Credit Agreement and
the Commercial Credit Agreement Obligations, the Debtors hereby waiving and releasing
any claims to the contrary.


 


7.                                       The Debtors and BB&T FSB hereby agree
that, notwithstanding anything contained in this Agreement, the Commercial
Credit Agreement, the Post-Petition Financing Agreement or any of the Financing
Documents (as defined in the Post-Petition Financing Agreement) to the
contrary: (a) a default under this Agreement after giving effect to any
applicable notice, cure or grace period provided herein shall be a default and
an event of default under the Commercial Credit Agreement; (b) a default
or event of default under this Agreement or the Commercial Credit Agreement
after giving effect to any applicable notice, cure or grace period provided
herein or therein shall be an Event of Default under the Post-Petition
Financing Agreement; and (c) an Event of Default under the Post-Petition
Financing Agreement shall be a default and an event of default under this
Agreement and the Commercial Credit Agreement.


 


8.                                       Notwithstanding anything to the contrary
contained herein or in the Commercial Credit Agreement, the commencement and
continuation of the Chapter 11 Case and the existence of the Pre-Petition
Defaults (as defined in the Post-Petition Financing Agreement) shall be
excluded in the determination as to whether a default or event of default under
the Commercial Credit Agreement exists for purposes of BB&T FSB continuing
to make advances under the Commercial Credit Line and otherwise continuing to
provide the credit accommodations set forth in the Commercial Credit Agreement.  Notwithstanding anything to the contrary
contained herein or in the Commercial Credit Agreement, BB&T FSB hereby
agrees that BB&T FSB shall not terminate the Commercial Credit Line or
accelerate the Commercial Credit Agreement Obligations solely due to the
existence of the Pre-Petition Defaults, provided, however, that
notwithstanding the foregoing, BB&T FSB shall have no obligation to forbear
from terminating the Commercial Credit Line or accelerating the Commercial
Credit Agreement Obligations upon the occurrence and during the continuance of (a) any
Event of Default under the Post-Petition 


 


5

















 


Financing Agreement other than such Pre-Petition
Defaults or (ii) a default or event of default under the Commercial Credit
Agreement that permits or allows BB&T FSB to terminate the Commercial
Credit Line or accelerate the Commercial Credit Agreement Obligations other
than the Pre-Petition Defaults. 
Notwithstanding the existence of the Pre-Petition Defaults or anything
else contained in this Agreement or in the Commercial Credit Agreement to the
contrary, BB&T FSB has not waived, and shall not be deemed to waive for any
reason whatsoever, any default or events of default under the Commercial Credit
Agreement that are part of, and contained in, the definition of Pre-Petition
Defaults, including, without limitation, the execution and delivery of this
Agreement or the BB&T FSB’s making of, or any agreement to make, any loans,
advances or the credit accommodations under this Agreement or under the
Commercial Credit Agreement.


 


9.                                       It is an express condition precedent to
the effectiveness of this Agreement and the ability of the Debtors to obtain
any loans, advances or other credit accommodations under the Commercial Credit
Agreement after the Petition Date (as defined in the Post-Petition Financing
Agreement), that all Commercial Credit Agreement Obligations arising before the
Petition Date (collectively, the “Pre-Petition Commercial Credit Agreement
Obligations”) shall have been indefeasibly paid in full in cash.  If at any time any payment, or portion of
such Pre-Petition Commercial Credit Agreement Obligations, made by, or for the
account of, the Debtors is set aside by any court or trustee having
jurisdiction as a voidable preference or fraudulent conveyance or must
otherwise be restored or returned by BB&T FSB to any Debtor under any
insolvency, bankruptcy or other federal and/or state laws or as a result of the
Chapter 11 Case or any other dissolution, liquidation or reorganization of any
Debtor or upon, or as a result of, the appointment of any receiver, intervenor
or conservator of, or trustee, or similar officer for, any Debtor or any
substantial part of its properties or assets, the Debtors hereby agree that, in
the sole and absolute discretion of BB&T FSB, the Commercial Credit Line
shall immediately expire and terminate, all amounts thereunder shall be
immediately due and payable in full.


 


10.                                 The Debtors and BB&T FSB hereby
acknowledge and agree that:  (a) this
Agreement is the “Amended Commercial Credit Agreement” defined in the
Post-Petition Financing Agreement; (b) this Agreement is one of the “Financing
Documents” as defined in the Post-Petition Financing Agreement and the
Financing Order; and (c) the Debtors obligations and liabilities hereunder
and the other Commercial Credit Agreement Obligations are “Obligations” as that
term is defined in the Post-Petition Financing Agreement.


 


11.                                 This Agreement may be executed in any
number of duplicate originals or counterparts, each of such duplicate originals
or counterparts shall be deemed to be an original and taken together shall
constitute but one and the same instrument. 
The parties agree that their respective signatures may be delivered by
fax.  Any party who chooses to deliver
its signature by fax agrees to provide a counterpart of this Agreement with its
inked signature promptly to each other party.


 


[Signatures Begin on Next Page]


 


6

















 


BB&T FSB’S SIGNATURE PAGE TO AMENDMENT TO

COMMERCIAL CREDIT AGREEMENT


 


(Page 1 of 2 Signature Pages)


 


IN WITNESS WHEREOF,
BB&T FSB has executed this Agreement as of the date and year first written
above.


 


 


	
  WITNESS:

  	
   

  	
  BB&T FSB:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  BB&T FINANCIAL, FSB

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Benjamin D. Horowicz

  	
   

  	
  By:

  	
  /s/ Derek Whitwer

  	
   (Seal)

  
	
  Benjamin D. Horowicz

  	
   

  	
   

  	
  Name:

  	
  Derek
  Whitwer

  	
  ,

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Senior
  Vice President

  	
   

  



 


 


[Debtors’ Signatures Follow
On Next Page]


 


7

















 


DEBTORS’
SIGNATURE PAGE TO AMENDMENT
TO

COMMERCIAL CREDIT AGREEMENT


 


(Page 2
of 2 Signature Pages)


 


	
  WITNESS:

  	
   

  	
  DEBTORS:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  TVI CORPORATION,

  
	
   

  	
   

  	
  Debtor-in-Possession

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Sherri Voelkel

  	
   

  	
  By:

  	
  /s/ Harley A.
  Hughes

  	
   (Seal)

  
	
   

  	
   

  	
   

  	
  Harley A. Hughes,

  
	
   

  	
   

  	
   

  	
  President and Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CAPA MANUFACTURING CORP.,

  
	
   

  	
   

  	
  Debtor-in-Possession

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Sherri Voelkel

  	
   

  	
  By:

  	
  /s/ Harley A.
  Hughes

  	
   (Seal)

  
	
   

  	
   

  	
   

  	
  Harley A. Hughes,

  
	
   

  	
   

  	
   

  	
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SAFETY TECH INTERNATIONAL, INC.,

  
	
   

  	
   

  	
  Debtor-in-Possession

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Sherri Voelkel

  	
   

  	
  By:

  	
  /s/ Harley A.
  Hughes

  	
   (Seal)

  
	
   

  	
   

  	
   

  	
  Harley A. Hughes,

  
	
   

  	
   

  	
   

  	
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SIGNATURE SPECIAL EVENT SERVICES,

  
	
   

  	
   

  	
  INC., Debtor-in-Possession

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Sherri Voelkel

  	
   

  	
  By:

  	
  /s/ Harley A.
  Hughes

  	
   (Seal)

  
	
   

  	
   

  	
   

  	
  Harley A. Hughes,

  
	
   

  	
   

  	
   

  	
  President

  



 


8