Exhibit
10.1


 


AGREEMENT FOR POST-PETITION FINANCING


 


THIS AGREEMENT FOR
POST-PETITION FINANCING (this “Agreement”) is made as 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, are referred to in the Financing Agreement (defined
herein) as a “Borrower” and, collectively in the Financing Agreement as
the “Borrowers”; and each is referred to in this Agreement individually
as a “Debtor” and collectively in this Agreement as the “Debtors”);
and


 


(II)                                BRANCH BANKING
AND TRUST COMPANY, a North Carolina banking corporation (the “Lender”).


 


RECITALS


 


A.                                   TVI, has
commenced a case under Chapter 11 of Title 11 of the United States Code in the
United States Bankruptcy Court for the District of Maryland (Greenbelt
Division), Case 09-15677 (“TVI Chapter 11 Case”), and TVI has retained
possession of its assets and is authorized under the Bankruptcy Code (defined
below) to continue the operation of its business as debtor-in-possession.


 


B.                                     Capa, has
commenced a case under Chapter 11 of Title 11 of the United States Code in the
United States Bankruptcy Court for the District of Maryland (Greenbelt
Division), Case 09-15758 (“Capa Chapter 11 Case”), and Capa has retained
possession of its assets and is authorized under the Bankruptcy Code to
continue the operation of its business as debtor-in-possession.


 


C.                                     Safety Tech,
has commenced a case under Chapter 11 of Title 11 of the United States Code in
the United States Bankruptcy Court for the District of Maryland (Greenbelt
Division), Case 09-15684 (“Safety Tech Chapter 11 Case”), and Safety
Tech has retained possession of its assets and is authorized under the
Bankruptcy Code to continue the operation of its business as
debtor-in-possession.


 


D.                                    Signature TVI,
has commenced a case under Chapter 11 of Title 11 of the United States Code in
the United States Bankruptcy Court for the District of Maryland (Greenbelt
Division), Case 09-15686 (“Signature TVI Chapter 11 Case”), and
Signature TVI has retained possession of its assets and is authorized under the
Bankruptcy Code to continue the operation of its business as
debtor-in-possession.


 


E.                                      Prior to the
commencement of the Chapter 11 Case (as defined herein), the Lender made loans
and advances to the Debtors secured by certain assets and properties of the
Debtors as set forth in the Financing Documents (as defined herein).


 


1

















 


F.                                      The Debtors
have requested that the Lender continue to make revolving loans and advances to
the Debtors, and increase the maximum aggregate principal amount of the
revolving loans available to the Debtors (subject to the terms and provisions
of this Agreement and the other Financing Documents) from $11,000,000 to
$19,000,000, notwithstanding the filing of the Chapter 11 Case.  The Lender is willing to provide such
financing on the terms and conditions set forth in this Agreement, including,
without limitation, a condition that the Bankruptcy Court approve this
Agreement on an interim basis by entering the Interim Financing Order (as
defined herein).


 


G.                                     In order to
induce the Lender to make such post-petition loans and advances to the Debtors,
the Debtors desire to enter into this Agreement.


 


NOW, THEREFORE, in
consideration of the foregoing, the mutual covenants and agreements contained
in this Agreement and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Debtors, jointly and
severally, and the Lender mutually covenant, warrant and agree as follows:


 


ARTICLE I 


DEFINITIONS


 


Section 1.1                                      Additional Definitions.


 


As used in this Agreement,
the terms defined in the Preamble and Recitals hereto shall have the respective
meanings specified therein, capitalized terms not otherwise defined in this
Agreement shall have the meaning set forth or provided for in the Financing
Agreement and the other Financing Documents and the following terms shall have
the respective meanings given to them below (and any defined terms similar to
those set forth below) and shall be deemed and are hereby amended to include,
in addition and not in limitation, each of the following, definitions:


 


“Additional
Real Estate Collateral” means the real estate and improvements located in
Frederick County, Maryland to be secured pursuant to the Deed of Trust (defined
below), including, without limitation, all products and cash and non-cash
proceeds thereof.


 


“Bankruptcy
Code” means Title 11 of the United States Code, as the same has been or may
hereafter be amended, recodified, modified or supplemented, together with all,
rules, regulations and interpretations thereunder or related thereto.


 


“Bankruptcy
Court” means the United States Bankruptcy Court for the District of
Maryland (Greenbelt Division).


 


“Budget”
means that certain
weekly cash budget, consolidated cash flow projections, Borrowing Base (as
defined in the Financing Agreement) projections and Bridge Amount (as defined
in the Financing Agreement) projections and other financial information
respecting the Debtors that was provided to the Lender in connection with this
Agreement, the summary page of which is attached to and incorporated into
the Financing Order, as now exists or may hereafter be amended (including,
without limitation, amended to include adjustments for Additional Material
Contracts (defined herein) and amended to include adjustments for Signature 


 


2

















 


TVI
Operational Events that, in each case, do not extend the period covered by the
Budget), modified, supplemented, extended, renewed, restated or replaced with
Lender’s express prior written consent, which may be given or withheld in the
Lender’s sole and absolute discretion. 
Without limiting the foregoing, and for purposes of clarification, the
term “Budget” shall include the Existing Budget and the New Budget (as each is
defined herein), as the same may be in effect from time to time.


 


“Chapter
11 Case” means the collective reference to each of (a) the TVI Chapter
11 Case, (b) the Capa Chapter 11 Case, (c) the Safety Tech Chapter 11
Case and (d) the Signature TVI Chapter 11 Case.


 


“Collateral”
means, collectively, the Pre-Petition Collateral and the Post-Petition
Collateral.


 


“Deed
of Trust” means that certain Deed of Trust, Assignment and Security
Agreement dated as of January 23, 2009 from Safety Tech, as Grantor, to
the trustee or trustees named therein for the benefit of the Lender and to be
recorded among the Land Records of Frederick County, Maryland, as the same may
be amended, modified, supplemented, extended, renewed, restated or replaced.


 


“Final
Financing Order” means a final, non-appealable order of the Bankruptcy
Court consistent with this Agreement and the Interim Financing Order, with only
such other provisions that the Lender expressly deems to be acceptable in the
exercise of its sole and absolute discretion prior to the effectiveness
thereof.


 


“Financing
Agreement” means that certain Amended and Restated Financing and Security
Agreement dated as of February 22, 2008 by and among the Debtors, jointly
and severally, 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) the Forbearance Agreement, (c) that certain Acknowledgment
and Agreement dated as of January 30, 2009 and (d) this Agreement, as
all of the same now exist or may hereafter be amended, modified, supplemented,
extended, renewed, restated or replaced.


 


“Financing
Documents” means, collectively, this Agreement, that certain Third Amended
and Restated Revolving Credit Note dated as of even date herewith from the
Debtors to the order of the Lender, that certain Second Amended and Restated
Term Note dated as of even date herewith from the Debtors to the order of the
Lender, the Financing
Agreement, the “Financing Documents” (as that term is defined in the Financing
Agreement), and any other instrument, agreement or document previously,
simultaneously or hereafter executed and delivered by any Borrower, any Debtor
and/or any other Person, singly or jointly with another Person or Persons,
evidencing, securing, guarantying or otherwise in connection with or relating
to this Agreement, the Financing Agreement, any Notes, any of the Security
Documents, any of the Facilities, and/or any of the Obligations together with
all supplements, agreements, notes, documents, instruments and guarantees at
any time executed and/or delivered in connection therewith or related thereto,
and including, but not limited to, the agreements listed on Exhibit A



 


3

















 


hereto
and made a part hereof, as all of the same now exist or may hereafter be
amended, modified, supplemented, extended, renewed, restated or replaced.


 


“Financing
Order” means the reference to Interim Financing Order or the Final
Financing Order, as the same may be in effect from time to time.


 


“Forbearance
Agreement” means that certain Limited Forbearance Agreement dated as of November 20,
2008 as amended, modified, supplemented, extended, renewed, restated or
replaced.


 


“Interim
Financing Order” means the order of the Bankruptcy Court approving this
Agreement on an interim basis pursuant to the Federal Rules of Bankruptcy
Procedure 2002, 4001, and 9014 and Sections 105, 361, 362, 363 and 364 of the
Bankruptcy Code, which order shall be substantially in the form of Exhibit B
attached to and made a part of this Agreement, with only those modifications
that the Lender expressly deems to be acceptable in the exercise of its sole
and absolute discretion prior to the effectiveness thereof.


 


“Motor
Vehicles” means each of the Debtors’ licensed motor vehicles and trailers
on which the Lender did not have a perfected, unavoidable security interest
prior to the Petition Date, together with all accessions, additions, fittings,
accessories, special tools, and improvements thereto and substitutions therefor
and all parts and equipment which may be attached to or which are necessary or
beneficial for the operation, use and/or disposition of such personal property,
all licenses, warranties, franchises and general intangibles related thereto or
necessary or beneficial for the operation, use and/or disposition of the same,
together with all Accounts, Chattel Paper, Instruments and other consideration
received by the Debtor on account of the sale, lease or other disposition of
all or any part of the foregoing and all proceeds (cash and non-cash) of the
foregoing.


 


“Petition
Date” means the date of the commencement of the Chapter 11 Case.


 


“Post-Petition
Collateral” means, collectively, all now existing or hereafter acquired
property of the Debtors’ estate, wheresoever located, of any kind or nature,
whether now or hereafter owned, existing, acquired or arising and wherever now
or hereafter located, whether real or personal, and all cash and cash and
non-cash proceeds, including, without limitation:


 


(1)                                  (a) all of
the Debtors’ Accounts, Inventory, Chattel Paper, Documents, Instruments,
Equipment (including, without limitation, the Motor Vehicles), Securities, and
General Intangibles, whether now owned or existing or hereafter acquired or
arising, (b) all returned, rejected or repossessed goods, the sale or
lease of which shall have given or shall give rise to an Account or Chattel
Paper, (c) all insurance policies relating to the foregoing and the right
to receive refunds of unearned insurance premiums under those policies, (d) all
books and records in whatever media (paper, electronic or otherwise) recorded
or stored, with respect to the foregoing and all Equipment and General
Intangibles necessary or beneficial to retain, access and/or process the
information contained in those books and records, and (e) all cash and
non-cash proceeds and products of the foregoing; and


 


4

















 


(2)                                  the Additional
Real Estate Collateral; and


 


(3)                                  all present and
future monies, securities, credit balances, deposits, deposit accounts and
other property of the Debtors now or hereafter held or received by or in
transit to the Lender or any of its affiliates or at any other depository or
other institution from or for the account of the Debtors, whether for
safekeeping, pledge, custody, transmission, collection or otherwise; and


 


(4)                                  all
pre-petition and post-petition claims and property held by or received by, or
on behalf of, the Debtors or its estate, or any trustee of the Debtors (whether
in this Chapter 11 Case or in any subsequent Chapter 7 case of the Debtors)
including, without limitation, all property recovered as a result of transfers
or obligations avoided or actions taken under the Bankruptcy Code, as set forth
in the Financing Order; and


 


(5)                                  all products
and proceeds of the foregoing, in any form, including, without limitation,
insurance proceeds and all claims against third parties for loss or damage to
or destruction of any or all of the foregoing.


 


“Post-Petition
Obligations” means all indebtedness, duties, obligations, and liabilities
of the Debtors to the Lender arising on and after the Petition Date, whether
the same is now existing or contemplated or hereafter arising, including,
without limitation, those arising pursuant to, in connection with and/or on
account of the provisions of this Agreement, the Financing Agreement, the
Notes, each Security Document, and any of the other Financing Documents, the
Loans, the Facilities, and any of the Credit Facilities including, without
limitation, the principal of, and interest on, each of the Notes, late charges,
the Fees, Enforcement Costs, and prepayment penalties (if any), letter of
credit fees or fees charged with respect to any guaranty of any letter of
credit; Post-Petition Obligations also means all future indebtedness,
liabilities and obligations of the Debtors to the Lender arising on and after
the Petition Date of any nature whatsoever regardless of whether such debts,
obligations and liabilities be direct, indirect, primary, secondary, joint,
several, joint and several, fixed or contingent; and also means any and all
renewals, extensions, substitutions, increases, decreases, amendments,
restatements and rearrangements of any such debts, obligations and liabilities,
and all Enforcement Costs with respect thereto.


 


“Pre-Petition
Collateral” means all “Collateral” (with the exception of the Motor
Vehicles and the Additional Real Estate Collateral), as such term is defined in
the Financing Agreement and all other security for the Pre-Petition Obligations
as provided in the Financing Documents immediately prior to the Petition Date.


 


“Pre-Petition
Obligations” means all indebtedness, duties, obligations, and liabilities
arising before the Petition Date of the Debtors and any other Person to the
Lender under, arising pursuant to, in connection with and/or on account of the
provisions of the Financing Agreement, the Notes, each Security Document, and
any of the other Financing Documents, the Loans, the Facilities and any of the
Credit Facilities, including, without limitation, the principal of, and
interest on, each of the Notes, late charges, the Fees, Enforcement Costs, and
prepayment penalties (if any), letter of credit fees or fees charged with 


 


5

















 


respect
to any guaranty of any letter of credit; Pre-Petition Obligations also means
the “Obligations” (as that term is defined in the Financing Agreement) and all
other indebtedness, liabilities and obligations arising before the Petition
Date of the Debtors to the Lender of any nature whatsoever regardless of
whether such debts, obligations and liabilities be direct, indirect, primary,
secondary, joint, several, joint and several, fixed or contingent, and all
Enforcement Costs with respect thereto.


 


“Signature
TVI Operational Events” means, collectively, any of the following, whether
through one or more transactions, that in each case are approved by the Lender
in the exercise of its sole and absolute discretion prior to the effectiveness
thereof:  (a) the sale of all or a
portion of the equity interests of Signature TVI, (b) the sale of all or a
portion of the assets of Signature TVI outside of the ordinary course of
business, or (c) ceasing the operations of Signature TVI in whole or in
part.


 


“Termination
Date” means the first to occur of:  (a) May 1,
2009 (or such later date that may be expressly agreed to in writing by the
Lender in the exercise of its sole and absolute discretion), unless on or prior
to that date, the Bankruptcy Court enters the Final Financing Order which is
acceptable to the Lender in all respects in the exercise of its sole and
absolute discretion; (b) June 15, 2009, unless on or prior to such
date the Debtors provide the Lender with the New Budget that, without limiting
any of the other provisions of this Agreement or the Financing Documents, is
acceptable to the Lender in its sole and absolute discretion; (c) at the
option of the Lender in the exercise of its sole and absolute discretion, the
occurrence and continued existence of any Event of Default; (d) September 30,
2009, unless on or
prior to that date, the Lender has expressly agreed in writing in its sole and
absolute discretion to extend that date and to continue to advance funds under
the Financing Documents in accordance with financing terms, budgets and such
other documents and agreements acceptable to the Lender in all respects in the
exercise of its sole and absolute discretion; (e) the expiration of
the Debtors’ authorization to borrow from Lender pursuant to the Financing
Documents, this Agreement or the Financing Order authorizing the granting of
credit by Lender to the Debtors pursuant to Section 364 of the Bankruptcy
Code as may hereafter be entered by the Bankruptcy Court; or (f) if the
Debtors, or any one or more of the Debtors, seek the entry of any order which
authorizes the sale, lease, or other disposition of property of the estate of
any of the Debtors in which the Lender has a Lien, except for sales of the
Debtors’ Inventory in the ordinary course of business, without the Lender’s
express prior written consent.


 


Section 1.2                                      Definitions in
Financing Documents.


 


(a)                                                          All references
to the term “Collateral” in any of the Financing Documents or any other term
referring to the security for the Pre-Petition Obligations in any of the
Financing Documents shall be deemed, and each such reference is hereby amended
to mean, collectively, the Pre-Petition Collateral and the Post-Petition
Collateral.


 


(b)                                                         All references
to the Debtors, including, without limitation, to the terms “Borrower”,  “Borrowers”, “Debtor” or “Debtors” in any of the Financing
Documents, shall be deemed and each such reference is hereby amended to mean
and include each Person included in the term “Debtors” as defined by this
Agreement, jointly and severally, unless a 


 


6

















 


specific Debtor is expressly
identified, and their respective successors and assigns (including any trustee
or other fiduciary hereafter appointed as its legal representative or with
respect to the property of the estate of such corporation whether under Chapter
11 of the Bankruptcy Code or any subsequent Chapter 7 case and its successor
upon conclusion of the Chapter 11 Case of such corporation).


 


(c)                                                          All references
to the term “Financing Documents” in any of the Financing Documents shall be
deemed to include, and each such reference is hereby amended to include, in
addition and not in limitation, this Agreement, all of the Financing Documents
as ratified, assumed and adopted by the Debtors pursuant to the terms hereof,
as amended and supplemented hereby, and the Financing Order, as each of the
same now exists or may hereafter be amended, modified, supplemented extended,
renewed, restated or replaced.


 


(d)                                                         All references
to the term “Financing Agreement” in any of the Financing Documents shall be
deemed to mean, and each such reference is hereby amended to mean, the
Financing Agreement, as defined herein and amended hereby and ratified, assumed
and adopted by the Debtors pursuant to the terms hereof and the Financing
Order, as the same now exists or may hereafter be amended, modified,
supplemented, extended, renewed, restated or replaced.


 


(e)                                                          All references
to the term “Obligations” in this Agreement and in any of the Financing
Documents shall be deemed to mean, and each such reference in the Financing
Documents is hereby amended to mean, both the Pre-Petition Obligations and the
Post-Petition Obligations.


 


(f)                                                            All references
to the term “Revolving Loan” in any of the Financing Documents shall be deemed
to mean, and each such reference is hereby amended to mean, the Revolving Loan,
as defined in the Financing Agreement and amended hereby and ratified, assumed
and adopted by the Debtors pursuant to the terms hereof and the Financing
Order, as the same now exists or may hereafter be amended, modified,
supplemented, extended, renewed, restated or replaced, all whether the
Obligations with respect thereto constitute Pre-Petition Obligations or
Post-Petition Obligations.


 


Section 1.3                                      Other
Provisions for Definitions.


 


(a)                                                          For purposes of
this Agreement, unless otherwise defined or amended herein, including, but not
limited to, those terms used and/or defined in the Preamble and Recitals
hereto, all terms used herein shall have the respective meanings assigned to
such terms in the Financing Agreement.


 


(b)                                                         All references
to the terms “Lender”, or any other Person pursuant to the definitions in the
Preamble and Recitals hereto, or otherwise, shall include its respective
successor and assigns.


 


(c)                                                          All references
to any term in the singular shall include the plural and all references to any
term in the plural shall include the singular.


 


7

















 


(d)                                                         All terms not
specifically defined herein which are defined in the Uniform Commercial Code of
the State of Maryland shall have the meaning set forth therein, except that the
term, “Lien” or “lien” shall have the meaning set forth in Section 101(37)
of the Bankruptcy Code.


 


ARTICLE II 


ACKNOWLEDGEMENT


 


Section 2.1                                      Pre-Petition
Obligations.


 


The Debtors hereby
acknowledge, confirm and agree that:


 


(a)                                                          The unpaid
balance of the Loans as of the close of business on March 31, 2009 are,
respectively, as follows:


 


	
  Loan

  	
   

  	
  Principal

  	
   

  	
  Interest

  	
   

  	
  Total

  	
   

  
	
  Revolving Loan
  (including, without limitation, Letter of Credit Obligations)

  	
   

  	
  $

  	
  10,227,876.27

  	
   

  	
  $

  	
  5,317.86

  	
   

  	
  $

  	
  10,233,194.13

  	
   

  
	
  Term Loan

  	
   

  	
  $

  	
  17,103,291.61

  	
   

  	
  $

  	
  8,307.21

  	
   

  	
  $

  	
  17,111,598.82

  	
   

  



 


(b)                                                         The
Pre-Petition Obligations also include unpaid fees and expenses due and owing to
the Lender, including, without limitation, unpaid reasonable attorneys’ fees
and expenses incurred by the Lender in connection with the Forbearance
Agreement and related Financing Documents, the collection and enforcement of
the Pre-Petition Obligations, to the extent the same are permitted by the of
the Financing Documents and/or applicable Laws. 
Without limiting the foregoing, (i) the Debtors hereby authorize
the Lender to pay Lender’s reasonable counsel’s fees and expenses as part of
the Pre-Petition Obligations by debit to the Revolving Loan in the manner
provided by Section 2.1.2 (Procedure for Making Advances Under the
Revolving Loan; Lender Protection Advances) of the Financing Agreement and (ii) the
Debtors hereby acknowledge, confirm and agree that the Debtors shall pay
(whether by debit to the Revolving Loan or otherwise) all such fees and
expenses upon demand, whether or not such fees and expenses are included in, or
otherwise made a part of, the Budget.


 


(c)                                                          Subject to the
effect of the Financing Order, each of the Debtors agrees that there does not
exist (or to the extent that there does exist, each of the Debtors hereby
irrevocably waives and releases) any defense or right of set-off, recoupment or
counterclaim to the payment when due of those amounts due under the Loans or
any of the other Pre-Petition Obligations, and that there does not exist (or to
the extent that there does exist, each of the Debtors hereby irrevocably waives
and releases) any other claim against the Lender with respect to the Loans, the
Notes, the Pre-Petition Obligations, or otherwise.  Each Debtor hereby releases, acquits and
forever discharges each of the Lender, its respective officers, employees, 


 


8

















 


and agents, from any and all
claims, actions, causes of action, demands, rights, damages, costs, loss of
services, expenses and compensation whatsoever, which any of the Debtors now
have, or which may have accrued prior to the date of this Agreement, or which
arise from, relate to, may arise from, may relate to or are in any way are
connected to any set of facts, situations, acts or omissions of any person or
entity (including, without limitation, the Lender, its respective officers,
employees, and agents) prior to the date of this Agreement, in each case,
whether known or unknown by any or all of the Debtors, on account of or that in
any way arise out of or result from any of the Pre-Petition Obligations, this
Agreement, any of the other Financing Documents, any of the transactions,
duties or obligations arising under or relating to any of the Pre-Petition
Obligations, this Agreement, any of the other Financing Documents, or any other
agreements, transactions, duties or obligations, or facts whatsoever, whether
related to the Pre-Petition Obligations, this Agreement, any of the other
Financing Documents or otherwise, whether arising in contract or tort, in law
or in equity.  Without limiting the
foregoing, each Debtor hereby specifically releases, acquits and forever
discharges each of the Lender, its respective officers, employees, and agents,
from any and all contract or common law claims, and avoidance actions under 11
U.S.C. Sections 542, 544, 545, 547, 548, 549, 550, or 553 if any, against
Lender arising from or related to the Financing Documents, including, without
limitation, this Agreement.


 


Section 2.2                                      Acknowledgement
of Security Interests.


 


The Debtors hereby
acknowledge, confirm and agree that the Lender has and shall continue to have
valid, enforceable and perfected first priority and senior security interests
in and liens upon all Pre-Petition Collateral heretofore granted to the Lender
pursuant to the Financing Agreement and the other Financing Documents as in
effect immediately prior to the Petition Date to secure all of the Obligations,
as well as valid and enforceable first priority and senior security interests
in and liens upon all Post-Petition Collateral granted to the Lender under the
Financing Order or hereunder or under any of the other Financing Documents or
otherwise granted to or held by the Lender; except, however, that, with
respect to the Liens on the Post-Petition Collateral, the Liens securing the
Post-Petition Obligations with respect to the Revolving Loan shall be deemed to
have priority over the Liens securing the Pre-Petition Obligations with respect
to the Revolving Loan.


 


Section 2.3                                      Binding Effect
of Documents.


 


The Debtors hereby
acknowledge, confirm and agree that (a) this Agreement and each of the
other Financing Documents to which any of the Debtors is a party has been duly
executed and delivered to the Lender by the Debtors and each is in full force
and effect as of the date hereof, except that this Agreement is subject
to the approval of the Bankruptcy Court as set forth in the Financing Order, (b) the
agreements and Obligations of the Debtors contained in this Agreement and the
other Financing Documents constitute the legal, valid and binding obligations
of the Debtors enforceable against the Debtors in accordance with their
respective terms and the Debtors have no valid defense, offset or counterclaim
to the enforcement of the Obligations and (c) the Lender is and shall be
entitled to all of the rights, remedies and benefits provided for in this
Agreement, the other Financing Documents and the Financing Order.


 


9

















 


ARTICLE III 


ADOPTION AND RATIFICATION


 


The Debtors hereby (a) ratify,
assume, adopt and agree to be bound by the Financing Documents in accordance
with the terms thereof and (b) agree to pay all of the Obligations in
accordance with the terms of the Financing Documents and the Financing Order,
including, without any limitation, interest on the Pre-Petition
Obligations.  All of the Financing
Documents are hereby incorporated herein by reference and hereby are 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 between the Debtors
and the Lender.  The Debtors hereby
ratify, restate, affirm and confirm all of the terms and conditions of the
Financing Documents, as amended and supplemented pursuant hereto and the Financing
Order, and Lender agrees to lend pursuant to, and the Debtors agree to be fully
bound by, as the Debtors and the Debtors-in-Possession, the terms of the
Financing Documents to which any Debtor is a party.


 


ARTICLE IV 


GRANT OF SECURITY INTEREST


 


As collateral security for
the prompt performance, observance and payment in full of all of the
Obligations (including, without limitation, the Pre-Petition Obligations and
the Post-Petition Obligations), the Debtors, as the Debtors and the
Debtors-in-Possession, hereby grant, pledge and assign to the Lender, and also
confirm, reaffirm and restate the prior grant to the Lender of, continuing
security interests in and liens upon, and rights of setoff against, all of the
Collateral, provided, that, the Motor Vehicles and the Additional
Real Estate Collateral shall only secure the Post-Petition Obligations, subject
to the terms of the Financing Order.


 


ARTICLE V 


ADDITIONAL REPRESENTATIONS, WARRANTIES AND
COVENANTS


 


In addition to the
continuing representations, warranties and covenants heretofore and hereafter
made by the Debtors to the Lender, whether pursuant to this Agreement, the
Financing Agreement, the other Financing Documents or otherwise, and not in
limitation thereof, the Debtors hereby represent, warrant and covenant to the
Lender the following (which shall survive the execution and delivery of this
Agreement), the truth and accuracy of which, or compliance with, being a
continuing condition of the making of Loans by the Lender:


 


Section 5.1                                      Use of
Proceeds.


 


All Loans and credit
accommodations provided by the Lender to the Debtors pursuant to the Financing
Order, this Agreement, the Financing Agreement, the other Financing Documents
or otherwise, shall
be used by the Debtors, in each case in a manner consistent with the terms and
conditions of this Agreement and the other Financing Documents and in
accordance with the Budget, as follows: (a) solely for (x) payment of
obligations incurred by the Debtors post-petition (and payment of certain
pre-petition debts and MIP Payments (defined herein) that may be requested by
the Debtors, that are consented to by the Lender in its sole and absolute
discretion, and that are ultimately approved by the Bankruptcy Court after
notice and hearing)


 


10
















 


for working capital and
general corporate purposes and (y) payment of costs of administration of
the Chapter 11 Case, to the extent set forth in the Budget; and (b) for
payment of the Pre-Petition Obligations with respect to the Revolving Loan as a
gradual “roll up”, and for payment of the Obligations (including, without
limitation, Obligations due and owing to BB&T Financial FSB (“BB&T FSB”)
under the Commercial Credit Agreement and the Amended Commercial Credit
Agreement (as those terms are defined in the Financing Order)), in accordance
with this Agreement and the other Financing Documents and the terms of the
Financing Order.  No portion
of any administrative expense claim or other claim relating to the Chapter 11
Case shall be paid with the proceeds of such Revolving Loans and credit
accommodations provided by the Lender to the Debtors, except as set forth in
the Financing Order.  Notwithstanding the
foregoing, or anything else to the contrary contained in this Agreement or in
any of the Financing Documents, without the Lender’s express prior written
consent to be given or withheld in the Lender’s sole and absolute discretion,
the Debtors shall not cause or permit Revolver Usage (as defined in the
Financing Agreement) to exceed at any time (x) Three Million Five Hundred
Thousand Dollars ($3,500,000) for Additional Material Contract Advances (as
defined herein), and (y) Fifteen Million Five Hundred Thousand Dollars
($15,500,000) for Ordinary Working Capital Advances (defined herein).  For purposes of this Agreement and the other
Financing Documents:  The term “Additional
Material Contract Advances” means advances under the Revolving Loan for the
Debtors’ ordinary working capital purposes relating solely to the Additional
Material Contracts and not otherwise prohibited by the provisions of this
Agreement and the other Financing Documents, but excluding Ordinary Working
Capital Advances; and the term “Ordinary Working Capital Advances” means
advances under the Revolving Loan for ordinary working capital purposes of the
Debtors’ business and not prohibited by the provisions of this Agreement or the
other Financing Documents, but excluding Additional Material Contract
Advances.  “Additional Material
Contract” means a contract for the performance of services or delivery of
goods by the Debtors entered into after the Petition Date, which contract
provides for net cash payments to the Debtors in excess of $2,000,000 in the
aggregate payable during the one (1)-year period immediately following the date
the contract is awarded to the Debtors, and which contract is otherwise in form
and substance, and for a project or projects, acceptable to the Lender in its
sole and absolute discretion.  “Additional
Material Contracts” means the collective reference to each Additional Material
Contract.


 


Section 5.2             No Defaults.


 


Except for those defaults
disclosed to the Lender prior to the Petition Date or at the effective date of
this Agreement and those defaults set forth on Exhibit C attached
hereto and made a part hereof (those defaults disclosed to the Lender prior to
the Petition Date or at the effective date of this Agreement and those defaults
set forth on such Exhibit C, collectively, the “Noticed
Pre-Petition Defaults”) and those defaults that may have occurred prior to
the Petition Date or the effective date of this Agreement that have not been
disclosed to the Lender, but are not material defaults as determined by the
Lender in its sole and absolute discretion exercised in good faith
(collectively, the “Non-Noticed Pre-Petition Defaults”; the Noticed
Pre-Petition Defaults and the Non-Noticed Pre-Petition Defaults, collectively,
the “Pre-Petition Defaults”), no Debtor: (a) is in default in the
payment of any amounts at any time due on any material indebtedness for
borrowed money owed by the Debtors (including, without limitation, the
Obligations) or in the performance of any other material terms or covenants of
any evidence of 


 


11

















 


such
indebtedness (including, without limitation, the Obligations) or of any
mortgage, security agreement, indenture, pledge or other agreement relating
thereto or securing such indebtedness (including, without limitation, the
Financing Documents); or (b) is in default (i) under any contract
with any single Person, or affiliated group of Persons, which provides for
revenue to the Debtors equal to or in excess of $500,000 in any one (1)-year
period, or (ii) under any contracts with any single Person, or affiliated
group of Persons, that, when aggregated together, provide revenue to the
Debtors equal to or in excess of $500,000 in any one (1)-year period.


 


Section 5.3             Motor Vehicles.


 


Within fifteen (15) days
from the date of this Agreement, the Debtors shall provide to the Lender a
true, correct and complete list of each of the Motor Vehicles which the Debtors
are granting to the Lender as additional collateral for the Post-Petition
Obligations, which list shall contain the aggregate book value of such Motor
Vehicles.


 


Section 5.4             Deed of Trust.


 


The Debtors shall cooperate fully with Lender in the
recording, indexing and insuring of the Deed of Trust, and otherwise in
connection with Lender’s efforts to perfect and insure its Lien in the
Additional Real Estate Collateral and, without in any way limiting any
covenants or agreements contained in this Agreement, the Deed of Trust or the
other Financing Documents, the Debtors shall pay on demand all recordation
fees, title insurance premiums and other costs, filing fees, courier fees,
county clerk fees and costs, taxes, recordation taxes, stamp taxes and all
other costs, fees and expenses incurred, or to be incurred, in connection with
the recording, indexing and insuring of the Deed of Trust, or otherwise in
connection with the Deed of Trust.  All
such costs, fees and expenses may be paid by debit to the Revolving Loan in the
manner provided by Section 2.1.2 (Procedure for Making Advances Under the
Revolving Loan; Lender Protection Advances) of the Financing Agreement.


 


Section 5.5             Accuracy of Budget.


 


The Debtors represent and
warrant that, to the best of the Debtors’ knowledge, the Budget accurately
reflects substantially all of the projected revenue and expenses of the Debtors
for the period or periods covered by the Budget and has been compiled by the
Debtors in accordance with sound business judgment and practice.  The Debtors shall re-make and confirm, and
shall be deemed to re-make and confirm in all material respects, the
representations and warranties contained in this Section at the time the
Debtors present the New Budget to the Lender, each time the Debtor presents any
modification or amendment to the Budget for consideration by the Lender and
each the time the Debtors request, and again at each time the Lender makes, any
Loans.


 


ARTICLE VI 


OTHER CONDITIONS.


 


Section 6.1             Interest Provisions.


 


Interest on the Obligations
shall accrue at the rate or rates provided in the Financing Agreement, as
amended hereby, which are with respect to the Loans as set forth in Section 8.2



 


12

















 


(Amendments
to Other Provisions of Financing Documents) of this Agreement below.  Interest shall continue to be due and payable
at the times provided in the Financing Agreement and the Notes and may be paid
by debit to the Revolving Loan in the manner provided by Section 2.1.2
(Procedure for Making Advances Under the Revolving Loan; Lender Protection
Advances) of the Financing Agreement.


 


Section 6.2             Financing Order.


 


The Lender shall have no
obligation to provide any financing to the Debtors unless and until the Interim
Financing Order has been duly entered, and only so long as the Financing Order
is valid, subsisting and continuing and has not been vacated, modified,
reversed on appeal, or vacated or modified by any order of the Bankruptcy Court
and is not subject to any pending appeal or stay.


 


Section 6.3             Loan Fee.


 


The Debtors shall pay the
Lender a loan fee in respect of the financing provided by the Lender to the
Debtors in the Chapter 11 Case in an amount of Twenty-Five Thousand Dollars
($25,000), which loan fee shall be fully earned and due and payable in full as
of the date of the entry (if at all) of the Interim Financing Order.  Such loan fee is part of the Obligations that
may be debited to the Revolving Loan in the manner provided in Section 2.1.2
(Procedure for Making Advances Under the Revolving Loan; Lender Protection
Advances) of the Financing Agreement.


 


Section 6.4             No Use of Cash Collateral or
Priming Liens.


 


The Debtors agree that until
such time as all of the Obligations are indefeasibly paid in full in cash, and
otherwise performed and satisfied in full, and the Financing Documents are
terminated in accordance with the terms thereof, the Debtors shall not seek the
Bankruptcy Court’s authority to use, sell, or lease cash collateral as defined
in Section 361 of the Bankruptcy Code over the objection of the Lender
pursuant to Section 363(c) of the Bankruptcy Code at any time in the
Chapter 11 Case and acknowledge and agree that, without such agreement, the
Lender would be unwilling to enter into this Agreement.  The Debtors further agree that the Debtors
shall not in any way prime or seek to prime the security interests and liens of
the Lender provided to the Lender under the Financing Documents and the
Financing Order by offering a subsequent lender, or a party-in-interest a
superior or pari passu lien or claim pursuant to Section 364(d) of
the Bankruptcy Code, or otherwise, and acknowledge and agree that, without such
agreement, the Lender would be unwilling to enter into this Agreement.


 


Section 6.5             Budget


 


(a)             All Revolving Loans and credit accommodations provided
by the Lender to the Debtors pursuant to the Financing Order, the Financing
Agreement, the Financing Documents, or otherwise, shall be used by the Debtors
strictly in accordance with the Budget, and the Debtors shall not make any
payment of any expense or make any other payment to the extent actual expenses
exceed, or would exceed after giving effect to any proposed payment on a
pro-forma basis, the amount set forth in any line item in the Budget, except as
permitted by Section 6.5(c) of this Agreement and except for
Enforcement Costs (which Enforcement Costs shall be due and payable on
demand).  The Debtors acknowledge that
the Budget that is attached 


 


13

















 


to the Interim Financing Order (as such
Budget may be amended, modified, substituted, replaced or otherwise modified
with Lender’s prior written consent, to be given or withheld in Lender’s sole
and absolute discretion, the “Existing Budget”) only contains
consolidated cash
flow projections, Borrowing Base projections and Bridge Amount projections and other
financial information respecting the Debtors through and including June 26,
2009.  On or before June 15, 2009,
the Debtors shall provide the Lender with a new budget covering the period from
and including June 27, 2009 through and including October 2, 2009 (as
such Budget may be amended, modified, substituted, replaced or otherwise
modified with Lender’s prior written consent, to be given or withheld in Lender’s
sole and absolute discretion, the “New Budget”), which New Budget shall
be in the same format and contain the same detail as the Existing Budget.  The New Budget shall be acceptable to the
Lender in its sole and absolute discretion, and the Lender shall have no
obligation to continue to provide any financing or credit accommodation to the
Debtors under the Financing Order, this Agreement, the Financing Agreement, the
Financing Documents, or otherwise, if the New Budget is not acceptable to the
Lender in its sole and absolute discretion.


 


(b)             The Debtors and the Lender hereby agree that the Debtors
shall, within five (5) Business Days of being awarded each Additional
Material Contract (that meets all of the criteria set forth in the Financing
Agreement and, without limitation, is acceptable to the Lender in the exercise
of its sole and absolute discretion) and at the time of the Debtors’ proposal
of any of the Signature TVI Operational Events, submit a revised and adjusted
Budget to the Lender for the Lender’s review and consideration.  Provided that such revised and adjusted
Budget is acceptable to the Lender in its sole and absolute discretion and,
without limiting that discretion of the Lender, does not extend the period
covered by the Budget, the Lender shall substitute such revised and adjusted
Budget and such revised and adjusted Budget shall become the “Budget” for the
purposes set forth in this Agreement, the Financing Order and the other
Financing Documents.


 


(c)  Notwithstanding
anything contained in this Agreement or in any of the other Financing Documents
to the contrary, the Debtors shall not make any payment of: (i) Payroll
and Benefits Expenses that would, in the aggregate, exceed one hundred and ten
percent (110%) of the amount set forth in the Consolidated Cash Flow for DIP
(the “Summary Cash Budget”) that is part of the Budget, measured weekly, on a
cumulative basis, for the period beginning on the Petition Date through April 3,
2009 and measured weekly thereafter; (ii) Other Expenses that would, in
the aggregate exceed one hundred and ten percent (110%) of the amount set forth
in the Summary Cash Budget that is part of the Budget, measured weekly, on a
cumulative basis, for the period beginning on the Petition Date through April 3,
2009 and measured weekly thereafter; (iii) Vendor Payments (other than
Critical Vendor Payments) that would, in the aggregate, exceed one hundred and
ten percent (110%) of the amount set forth in the Summary Cash Budget that is
part of the Budget, measured weekly, on a cumulative basis, for the period
beginning on the Petition Date through April 3, 2009 and measured weekly
thereafter; and (iv) Facility Costs that would, in the aggregate, exceed
one hundred and ten percent (110%) of the amount set forth in the Summary Cash
Budget that is part of the Budget, measured weekly, on a cumulative basis, for
the period beginning on the Petition Date through April 3, 2009 and
measured weekly thereafter.  The Debtors
are not permitted to make, and shall not make, any of the payments set forth in
the preceding sentence if such payments are prohibited by any terms of 


 


14

















 


this Agreement or the other Financing Documents, or if the Debtors are
not in strict compliance with the terms of this Agreement and the other
Financing Documents, both immediately prior to such proposed payment and after
giving effect to any such proposed payment on a pro-forma basis.


 


(d) 
Notwithstanding anything contained in this Agreement, the Financing Agreement
or in any of the other Financing Documents to the contrary, but subject to the
other provisions of this subsection (d), it shall be an Event of Default under
each of this Agreement, the Financing Agreement, the Financing Order and the
other Financing Documents if the Debtors fail to achieve actual collections of
at least the following minimum percentages of the projected collections that
are set forth in the Budget, to be measured as of Friday of each week,
commencing with April 17, 2009, for the applicable test period set forth
in the following table:


 


	
  Test
  Date

  	
   

  	
  Test
  Period

  	
   

  	
  Minimum
  Percentage of

  Projected Collections

  
	
  April 17, 2009

  	
   

  	
  The three (3)-week
  period ending on such test date

  	
   

  	
  Seventy-Five Percent
  (75%)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  April 24, 2009

  	
   

  	
  The four (4)-week
  period ending on such test date

  	
   

  	
  Eighty Percent (80%)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  May 1, 2009

  	
   

  	
  The five (5)-week
  period ending on such test date

  	
   

  	
  Eighty-Five Percent
  (85%)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  May 8, 2009 and
  each test date thereafter

  	
   

  	
  The six (6)-week period
  ending on such test date

  	
   

  	
  Ninety Percent (90%)

  



 


provided, however, that if the Debtors fail to meet the
foregoing test on any test date, but (x) the Debtors meet such test
on the immediately following test date and (y) the Lender has not declared
an Event of Default for such failure in writing prior to such immediately
following test date, then the Lender shall be deemed to waive such Event of
Default.


 


The Debtors shall provide
the Lender with reports of actual collections in form and substance
satisfactory to the Lender in its sole and absolute discretion on a weekly
basis by not later than Thursday of each week.


 


Section 6.6             Variance Report.


 


The Debtors hereby agree to continue their weekly
meetings with the Lender to discuss, among other things, the Debtors’
performance in comparison to the Budget. 
The Debtors shall 


 


15

















 


provide weekly (in time
for discussion at such weekly meetings, but in no event later than Thursday of
each week), a cash flow report (the “Variance Report”), which
Variance Report shall show actual cash flow results and variances from the
Budget commencing with the week ending April 3, 2009 and through the end
of the week immediately preceding the week in which the Variance Report is to
be furnished. No later than the scheduled weekly meeting time, but in any event
by Thursday of each week, the Debtors shall also provide a weekly report of
information (including, without limitation, the Bridge Amount for the
applicable week) with respect to the current week and projections for the
immediately following week.  The Variance
Report and the other weekly report shall contain such detail as is reasonably requested by
the Lender and shall be in form and substance satisfactory to the Lender in its
sole and absolute discretion.


 


Section 6.7             Investment Banker.


 


(a)           By not later May 8, 2009, unless
such date is expressly extended by the Lender in writing in its sole and
absolute discretion, the Debtors hereby agree to engage an investment banker
(the “Investment Banker”), whose experience, reputation and otherwise is
reasonably acceptable to the Lender, to value the Debtors’ business.   The Debtors hereby agree that, prior to
engaging such Investment Banker, they shall provide the Lender with the
proposed engagement letter.  The Debtors
agree that they will not enter into such an engagement unless the Investment
Banker and the terms of the engagement of the Investment Banker (including,
without limitation, any and all commissions, fees, and other amounts payable,
exclusivity and tail) shall be acceptable to the Lender in the exercise of its
reasonable discretion.


 


(b)           The Debtors hereby agree that the
Lender may discuss with the Investment Banker the affairs, finances, valuation
and prospects of the Debtors and shall have complete, direct and immediate
access to the representatives, employees and agents of the Investment Banker
and its reports, projects, estimates, work papers, recommendations, assessments
and other information and conclusions relating in any way to the Debtors,
without the further consent or approval of the Debtors. Without implying any limitation on the foregoing, the Debtors acknowlege
and agree that such access to the Investment Banker is a
material inducement to the Lender to enter into this Agreement.  Without implying any limitation on the
foregoing, the Investment
Banker’s engagement letter shall contain the Investment Banker’s agreement to cooperate fully with the Lender in effecting such access.


 


(c)           Each of the Debtors hereby
irrevocably authorizes and directs the Investment Banker and the
representatives, employees and agents of the Investment Banker to exhibit and
deliver to the Lender any and all of its reports, valuations, estimates,
projects, budgets, work papers, recommendations, assessments and other
information and conclusions and to discuss candidly the same with the Lender,
without the further consent or approval of any of the Debtors.  The Lender acknowledges that the engagement
of the Investment Banker is the sole responsibility of the Debtor and all
reports, valuations, assessments and related working papers that come into the
possession of Lender are the property of the Debtors, provided that the Debtors
and the Investment Banker shall nonetheless allow the Lender unrestricted
access to the same.


 


16

















 


(d)           Notwithstanding the foregoing, the Debtors and/or the
Investment Banker shall have no duty to disclose specific information to the
extent, if any, that the Debtors and/or the Investment Banker on behalf of the
Debtors asserts that such specific information is subject to the
attorney-client privilege.  If the
Debtors and/or the Investment Banker on behalf of the Debtors asserts that any
such specific information is subject to attorney-client privilege, then the
Debtors and/or the Investment Banker shall maintain a privilege log with
respect to information subject to a claim of attorney-client privilege, which
shall contain (a) the date of the document or information, (b) the
type of document or information, (c) the basis for withholding the
document or information, and (d) the subject of the document or
information.  The inadvertent production
by the Debtors and/or the Investment Banker of information subject to a claim
of attorney-client privilege shall not be deemed a waiver or forfeiture of any
claim of privilege that the Debtors would otherwise be entitled to assert with
respect to the inadvertently disclosed protected information and its subject
matter, as long as the producing party promptly after discovery notifies the
Lender in writing of the claim or privilege. Upon such notice, the Lender shall
destroy promptly all copies of the documents or information referred to and
notify the producing party or person that it has done so. Within five (5) Business
Days of the notification that such disclosed protected information has been
returned or destroyed, the Debtors shall produce, or cause to be produced, a
privilege log with respect to the disclosed protected information.


 


Section 6.8             Consultant.


 


(a)           At
all times required by the Lender in its sole and absolute discretion, the
Debtors hereby agree to at all times continuously engage a consultant (the “Consultant”),
whose experience, reputation and otherwise is reasonably acceptable to the
Lender.  The scope of the Consultant’s
engagement shall include serving as principal bankruptcy financial advisor to
the Debtors, assisting the Debtors in the preparation of the Budget (including
the Existing Budget and the New Budget), evaluating operations and procedures,
negotiating with critical vendors, other creditors and other interested parties
if and as requested by the Debtors, evaluating the Debtors’ and assisting the
Debtors with a plan of reorganization, all pursuant to an engagement agreement
reasonably satisfactory to the Lender.


 


(b)           The
Debtors hereby agree that the Lender may discuss with the Consultant the
affairs, finances and accounts of the Debtors and shall have complete, direct
and immediate access to the representatives, employees and agents of the
Consultant and its reports, projects, budgets, work papers, recommendations,
assessments and other information and conclusions relating in any way to the
Debtors, without the further consent or approval of the Debtors. Without implying any limitation on the foregoing, the Debtors acknowlege
and agree that such access to the Consultant is a
material inducement to the Lender to enter into this Agreement.  Without implying any limitation on the
foregoing, the Consultant’s engagement letter shall contain the Consultant’s
agreement to cooperate fully with the Lender in effecting such access.


 


(c)           Each
of the Debtors hereby irrevocably authorizes and directs the Consultant and the
representatives, employees and agents of the Consultant to exhibit and deliver
to the Lender any and all of its reports, projects, budgets, work papers,
recommendations, assessments and other information and conclusions and to
discuss candidly the same with the Lender, without the further consent or
approval of any of the Debtors.  The
Lender acknowledges that the 


 


17

















 


engagement of the
Consultant is the sole responsibility of the Debtor and all reports,
assessments and related working papers that come into the possession of Lender
are the property of the Debtors, provided that the Debtors and the Consultant
shall nonetheless allow the Lender unrestricted access to the same.


 


(d)           Notwithstanding
the foregoing, the Debtors and/or the Consultant shall have no duty to disclose
specific information to the extent, if any, that the Debtors and/or the
Consultant on behalf of the Debtors asserts that such specific information is
subject to the attorney-client privilege. 
If the Debtors and/or the Consultant on behalf of the Debtors asserts
that any such specific information is subject to attorney-client privilege,
then the Debtors and/or the Consultant shall maintain a privilege log with
respect to information subject to a claim of attorney-client privilege, which
shall contain (a) the date of the document or information, (b) the
type of document or information, (c) the basis for withholding the
document or information, and (d) the subject of the document or
information.  The inadvertent production
by the Debtors and/or the Consultant of information subject to a claim of
attorney-client privilege shall not be deemed a waiver or forfeiture of any
claim of privilege that the Debtors would otherwise be entitled to assert with
respect to the inadvertently disclosed protected information and its subject
matter, as long as the producing party promptly after discovery notifies the
Lender in writing of the claim or privilege. Upon such notice, the Lender shall
destroy promptly all copies of the documents or information referred to and
notify the producing party or person that it has done so. Within five (5) Business
Days of the notification that such disclosed protected information has been
returned or destroyed, the Debtors shall produce, or cause to be produced, a privilege
log with respect to the disclosed protected information.


 


Section 6.9             Disclosure Statement and Plan of
Reorganization.


 


The Debtors shall: (a) deliver
to the Lender a draft disclosure statement and plan of reorganization within
ninety (90) days after the Petition Date, (b) file a disclosure statement
and a plan of reorganization with the Bankruptcy Court, which disclosure
statement and plan shall be acceptable to the Lender in all respects in its
sole and absolute discretion, within one hundred twenty (120) days after the
Petition Date; (c) obtain court approval of a disclosure statement in form
and substance acceptable to the Lender in all respects in its sole and absolute
discretion within one hundred fifty (150) days after the Petition Date; and (d) confirm
a plan acceptable to the Lender in all respects in its sole and absolute
discretion within one hundred eighty (180) days after the Petition Date, unless
the preceding dates set forth in clauses (a), (b), (c) and (d) of
this Section are extended by the Lender in the exercise of its sole and
absolute discretion.


 


Section 6.10           MIP Payments.


 


The Debtors shall not make
any MIP Payments (defined herein) unless and until:  (a) the Debtors have filed the
disclosure statement and plan of reorganization with the Bankruptcy Court
acceptable to the Lender in its sole and absolute discretion and otherwise in
accordance with, and in strict compliance with, the provisions of this
Agreement; and (b) the Lender has approved the Debtors’ proposed
Management Incentive Plan (“MIP”) in its entirety and each proposed
payment under any such MIP (collectively, the “MIP Payments”) on an
individual basis, in each case in the exercise of the Lender’s sole and
absolute discretion.  Notwithstanding the
foregoing, 


 


18

















 


any
and all MIP Payments shall only be paid by the Debtors to the extent such MIP
Payments are set forth in the Budget and are approved by the Bankruptcy Court
after notice and a hearing.


 


Section 6.11           Tax Obligations.


 


Without limiting any
provisions of this Agreement or any of the other Financing Documents, the
Debtors shall pay all payments when and as due and payable with respect to
Taxes incurred after the Petition Date, and otherwise fulfill, perform and satisfy
in accordance with applicable Laws each of their respective liabilities and
obligations with respect to Taxes incurred after the Petition Date.


 


Section 6.12           Dismissal or Conversion of Chapter
11 Case.


 


No Debtor shall request any order, under Sections 305
or 1112 of the Bankruptcy Code or otherwise, converting the Chapter 11 Case, or
any case (including, without limitation, the TVI Chapter 11 Case, the
Capa Chapter 11 Case, the Safety Tech Chapter 11 Case or the Signature TVI
Chapter 11 Case) that is part of the Chapter 11 Case, unless such order expressly provides
that the priority of the claims of Lender granted herein shall be senior in
right of payment to any claim allowed under Section 503(b) of the
Bankruptcy Code, which is incurred or arises on or after the date of such
order, notwithstanding the provisions of Section 726(b) of the
Bankruptcy Code.


 


Section 6.13           Landlord Agreement.


 


The Debtors shall use continuing, commercially
reasonable efforts to obtain a landlord agreement for the Debtors’ Glenn Dale,
Maryland facility, in form and substance satisfactory to the Lender.


 


Section 6.14           Adequate Protection.


 


Notwithstanding anything
contained herein or in any of the other Financing Documents to the contrary,
nothing herein shall limit or otherwise prohibit the Lender from seeking relief
in the nature of adequate protection or otherwise from the Bankruptcy Court in
the Chapter 11 Case.


 


Section 6.15           Capital Expenditures.


 


Notwithstanding anything
contained in subsection 6.1.14(g) (Capital Expenditures) of the Financing
Agreement, or any other term or provision of this Agreement or any other
Financing Documents, to the contrary the Debtors shall not, and shall not
permit any Subsidiary (as defined in the Financing Agreement) to, directly or
indirectly, make any Capital Expenditures (as defined in the Financing
Agreement) that are not part of and included in the Budget.


 


Section 6.16           Critical Vendor Payments; Critical
Vendor Reports.


 


The Debtors shall not make
any payments on account of pre-petition claims (collectively, “Critical
Vendor Payments” and each, individually, a “Critical Vendor Payment”)
to any critical vendors of the Debtors that are proposed in the Budget
(collectively, the “Critical Vendors”) unless and until: (a) the
Lender has approved the Debtors’ proposed program to pay such Critical Vendors
in its entirety, and has also specifically approved any proposed Critical
Vendor Payments to any Critical Vendor that exceed $100,000 in the aggregate
and any agreement with 


 


19

















 


respect
thereto under any such program on an individual basis, in each case in the
exercise of the Lender’s sole and absolute discretion; and (b) provided to
the Lender a report in form and substance, and with such detail, acceptable to
the Lender in its sole and absolute discretion, which report shall at a
minimum: (i) list each of the Critical Vendors, (ii) set out in
detail the proposed payment plan with respect to such Critical Vendors, (iii) set
out in detail each proposed Critical Vendor Payment (including, without
limitation, the amount and timing of each such proposed Critical Vendor
Payment), (iv) set out in detail the amount of all outstanding
pre-petition claims of each of such Critical Vendors and (v) set forth generally
terms upon which such Critical Vendors have agreed to continue to do business
with the Debtors after the Petition Date (such report, the “Critical Vendor
Report”).  The Debtors shall provide
the Lender with any updates or modifications to such Critical Vendor Report
prior to making any proposed Critical Vendor Payments that are not in strict
compliance or in any way deviate from such Critical Vendor Report, all of which
updates of modifications must be in form and substance, and with such detail, acceptable
to the Lender in its sole and absolute discretion.  Notwithstanding the foregoing, any and all
Critical Vendor Payments shall only be paid by the Debtors to the extent such
aggregate Critical Vendor Payments do not exceed $1,600,000 on a cumulative
basis, as set forth in the Budget and only after such Critical Vendor Payments
are approved by the Bankruptcy Court after notice and a hearing.


 


Section 6.17           Payment of Fees and Expenses in
Budget.


 


Unless the Lender has agreed otherwise in the exercise
of its sole and absolute discretion, the Debtors hereby covenant and agree to
pay all of the fees and expenses set forth in the Budget as and when due and
payable, provided, however, that such covenant and agreement shall not
limit, nor be deemed or interpreted to limit, in any way the Debtors’
Obligations under this Agreement and the other Financing Documents and shall
not permit, or be deemed or interpreted to permit, in any way the Debtors to
breach any of the Debtors’ Obligations under this Agreement and the other
Financing Documents or any provision contained in this Agreement or in any of
the other Financing Documents.


 


Section 6.18           Capa Chapter 11 Case.


 


The Lender and the Debtors hereby acknowledge and
agree that Capa may commence the Capa Chapter 11 Case after the other Debtors
have commenced the other cases comprising the Chapter 11 Case.  The Debtors hereby acknowledge and agree that
the Capa Chapter 11 Case shall be included in the definition of “Chapter 11
Case” regardless of such later commencement date.  Notwithstanding anything contained herein to
the contrary, but without in any way limiting any other conditions precedent to
the effectiveness of this Agreement, the Lender and the Debtors agree that it
is an express condition precedent to the effectiveness of this Agreement that
Capa commence the Capa Chapter 11 Case prior to the date that the Bankruptcy
Court enters the Interim Financing Order, and that this Agreement shall be null
and void and of no further force and effect, and the Lender shall have no
obligations hereunder, unless and until Capa shall commence the Capa Chapter 11
Case and the Bankruptcy Court enters the Interim Financing Order.


 


20
















 


Section 6.19                                Amended
Commercial Credit Agreement.


 


The Lender and the Debtors agree that the Debtors
shall execute and deliver the Amended Commercial Credit Agreement in form and
substance mutually satisfactory to the Lender, BB&T FSB and the Debtors
within two (2) Business Days after entry of Interim Financing Order.


 


Section 6.20                                Other
Conditions.


 


The Lender shall have no
obligation to provide any financing to the Debtors until the Bankruptcy Court
has duly entered the Interim Financing Order and, furthermore, it is a
condition to the Lender’s agreements under this Agreement that the Lender shall
have received a fully executed and delivered amended and restated Note
evidencing, in part, the Revolving Loan and each of the other agreements,
opinions, reports, approvals, consents, certificates and other documents set
forth on the closing document list attached hereto as Schedule 1 (the “DIP
Closing List”) and incorporated herein, in each case in form and substance
satisfactory to Lender in its sole and absolute discretion.


 


ARTICLE VII 


APPLICATION OF PROCEEDS.


 


Without in any way limiting
the other rights and remedies of the Lender under the Financing Agreement, the
Financing Documents or the Financing Order, the Lender (a) shall apply
proceeds of Receivables and Inventory deriving from sales of Inventory in the
ordinary course of Debtors’ business (i) first to the Pre-Petition
Obligations under the Revolving Loan until such Pre-Petition Obligations are
paid and satisfied in full, (ii) second to the Post-Petition Obligations
under the Revolving Loan and (iii) then to any Obligations in such order
as the Lender may elect from time to time in its sole and absolute discretion,
and (b) subject to the immediately preceding clause (a), may, in its sole
and absolute discretion exercised from time to time, apply any and all other
proceeds of the Collateral (including, without limitation, proceeds of the sale
of the Inventory and other Collateral outside of the ordinary course of
business) to the Obligations in such order as the Lender may elect from time to
time in its sole and absolute discretion.


 


ARTICLE VIII 


AMENDMENTS


 


Section 8.1                                      Amendments to
Definitional Provisions of Financing Agreement.


 


(a)                                  The Lender
hereby acknowledges and agrees that all Liens in favor of the Lender,
including, without limitation, all Liens in favor of the Lender securing all
Pre-Petition Obligations and Post-Petition Obligations are hereby incorporated
into the defined term “Permitted Liens”.


 


(b)                                 Section 1.1
(Certain Defined Terms) of the Financing Agreement is hereby amended by
deleting the following defined terms in their respective entirety, and
replacing them, respectively, with the following:


 


21

















 


“Permitted Uses” means the uses expressly
permitted by Section 5.1 (Use of Proceeds) of the Post-Petition Financing
Agreement and such other uses as the Lender may expressly agree to in writing
in the exercise of its sole and absolute discretion.


 


“Revolving Credit
Committed Amount” shall mean Nineteen Million Dollars ($19,000,000).


 


“Revolving Credit
Expiration Date” means the Termination Date (as defined in the Post Petition
Financing Agreement).


 


“Term Loan Maturity Date”
means the earlier of (a) the Termination Date or (b) February 22,
2014.


 


(c) Section 1.1 (Certain Defined Terms) of the Financing Agreement
is hereby amended by adding the following definitions in alphabetical order:


 


“Bridge” means the dollar amount that (a) Revolver
Usage exceeds (b) the Borrowing Base minus the Bridge Borrowing Base
Amount.


 


“Bridge Amount” means the Borrowers’ projection of
the maximum Bridge for applicable weekly periods as determined from the Budget
(as that term is defined in the Post-Petition Financing Agreement).


 


“Bridge Borrowing Base
Amount” means one hundred ten percent (110%) of the Bridge Amount for
applicable week.


 


“Post-Petition Financing
Agreement” means the Agreement for Post-Petition Financing dated as of April     ,
2009 by and among the Borrowers and the Lender, as the same may be amended,
restated, modified, substituted, extended and renewed from time to time.


 


(d)                                                                                 All references
to the outstanding principal balance of the Revolving Loan shall include all
such amounts, whether part of the Pre-Petition Obligations or the Post-Petition
Obligations.


 


(e) The following sentence is added to the end of Section 1.2
(Accounting Terms and Other Definitional Provisions) of the Financing
Agreement:


 


All capitalized terms used but not defined in this Agreement shall have
the meaning ascribed to them in the Post-Petition Financing Agreement.


 


22

















 


Section 8.2                                      Amendments to
Other Provisions of Financing Documents.


 


(a)                                  Subsection (a) of
Section 2.1.3 (Computation of Borrowing Base) of the Financing Agreement
is hereby deleted in its entirety and replaced with the following:


 


(a)  As used in this Agreement, the term “Borrowing
Base” means at any time, an amount equal to the aggregate of:


 


(i) eighty-five percent (85%) of the amount
of the Eligible Receivables; plus


 


(ii) the lesser of (A) fifty percent
(50%) of the amount of Eligible Inventory or (B) the sum of (1) Four
Million Dollars ($4,000,000) plus (2) only for the term of an
Additional Material Contract (as defined in the Post-Petition Financing Agreement),
fifty percent (50%) of the amount of Eligible Inventory deriving from such
Additional Material Contract that is projected in the revised and adjusted
Budget which incorporates the applicable Additional Material Contract, plus


 


(iii) the Bridge Borrowing Base Amount for
the applicable week;


 


subject
to the adjustments provided in this Section 2.1 (Revolving Credit
Facility) of this Agreement.


 


(b)                                 Section 2.2.3
(Term Loan Payments) of the Financing Agreement is hereby deleted in its
entirety and replaced with the following:


 


2.2.3 Term Loan Payments.


 


The Borrowers shall make interest payments on the
Term Loan monthly as set forth in Section 2.5.3 (Payment of Interest) of
this Agreement.  If not sooner paid, the
Term Loan shall mature on the Term Loan Maturity Date.


 


(c)                                  Notwithstanding
the provisions of Section 2.4 (The Letter of Credit Facility) of the
Financing Agreement, the Debtors may not obtain additional Letters of Credit
unless such Letters of Credit are fully secured by cash.


 


(d)                                 Section 2.5.1
(Interest Rates) of the Financing Agreement is hereby deleted in its entirety
and replaced with the following:


 


2.5.1 Interest Rates.


 


23

















 


The Revolving Loan shall bear
interest at the greater of (a) the Prime Rate plus two percent (2.0%) per
annum or (b) five and one-quarter percent (5.25%) per annum.


 


The Term Loan shall bear interest
at the greater of (a) the Prime Rate plus two percent (2.0%) per annum or (b) five
and one-quarter percent (5.25%) per annum.


 


(e) Section 6.1.14 (Financial Covenants) of the Financing
Agreement is hereby amended by deleting subsection (b) (Fixed Charge
Coverage Ratio), subsection (c) (Funded Debt to EBITDA Ratio), subsection (d) (Operating
Income), subsection (e) (Tangible Net Worth) and subsection (f) (EBITDA)
in their entirety and replacing each of those subsections, respectively, with
the words “Intentionally Deleted”.


 


(f) Section 6.1.1 (Financial Statements) of the Financing
Agreement is hereby amended by adding the following as new subsection (f) (Bankruptcy
Reports):


 


(f)                                    Bankruptcy
Reports.


 


Borrowers shall also provide
Lender with copies of all financial reports, schedules and other materials and
information at any time furnished by Borrowers, or on their behalf, to the
Bankruptcy Court, or the Office of the U.S. Trustee and, upon Lender’s request,
to any creditors’ committees concurrently with the delivery thereof to the
Bankruptcy Court, creditors’ committee, or the Office of the U.S. Trustee as
the case may be.


 


(g)                                 Section 7.1
(Events of Default) of the Financing Agreement is hereby amended by adding the
following as new subsection 7.1.14 (Additional Defaults):


 


7.1.14              Additional
Defaults.


 


(a)                                  the
failure of any of the Borrowers to observe, perform or comply with any of the
terms, conditions or provisions of the Post-Petition Financing Agreement, the
Financing Order and/or any other document executed and delivered in connection
with the Post-Petition Financing Agreement, as and when required, in each case
after giving effect to any applicable notice, cure or grace periods; or


 


(b)                                  the
occurrence of any “Event of Default”, as defined in the Financing Order; or


 


(c)                                  the
entry of an order modifying, reversing, revoking, staying, rescinding, vacating
or amending the Financing Order, without the express prior written consent of 


 


24

















 


Lender to be given or
withheld in its sole and absolute discretion; or


 


(d)                                  if the Borrowers, or any one or more of the
Borrowers, seek the entry of any order which authorizes the use of cash
collateral of the Borrowers in which Lender has a Lien or other interest, or
the sale, lease, or other disposition of property of the estates of the
Borrowers in which the Lender has a Lien, encumbrance or security interest,
without the Lender’s express prior written consent to be given or withheld in
its sole and absolute discretion (except for sales of the Borrowers’ inventory
in the ordinary course of business); or


 


(e)                                  if the Borrowers seek, or any one or more of the Borrowers seeks, the
entry of any order under Section 364 of the Bankruptcy Code authorizing
the obtaining of credit or the incurring of indebtedness secured by a Lien,
encumbrance or security interest which is equal or senior to a Lien, encumbrance
or security interest in any Collateral, assets or property in which Lender
holds a Lien, encumbrance or security interest, or which is entitled to
priority administrative claim status which is equal or superior to that granted
to Lender under the Financing Order; unless in each instance (i) Lender
shall have given its express prior written consent thereto to be given or
withheld in its sole and absolute discretion; or (ii) such order requires
that the Obligations shall first be indefeasibly paid in full in cash; or


 


(f)                                    the filing by the Borrowers, or any one or more of
the Borrowers, of (i) an objection to or complaint challenging the
validity, priority, and/or extent of Lender’s Liens or the amount of
Pre-Petition Obligations, or (ii) any suit, objection or complaint against
Lender for any other claims or causes of action, provided, that, the
Borrowers may file an objection or complaint in good faith solely to challenge
the Lender’s erroneous calculation of the amount of the Post-Petition
Obligations; or


 


(g)                                 the
occurrence of the Termination Date or the Commitment Termination Date (as that
term is defined in the Financing Order) or the termination or non-renewal of
the Financing Documents as provided for in the Financing Order; or


 


(h)                                 the
conversion of the Chapter 11 Case (including, without limitation, a conversion
of one or more of the TVI Chapter 11 Case, the Capa Chapter 11 Case, the Safety
Tech Chapter 11 Case or the Signature TVI Chapter 11 Case) to a 


 


25

















 


Chapter 7 case under the
Bankruptcy Code, or if the Borrowers, or any one or more of the Borrowers shall
request such conversion without the express prior written consent of the Lender
to be given or withheld in its sole and absolute discretion; or


 


(i)                                    the
dismissal of the Chapter 11 Case (including, without limitation, a dismissal of
one or more of the TVI Chapter 11 Case, the Capa Chapter 11 Case, the Safety
Tech Chapter 11 Case or the Signature TVI Chapter 11 Case) or any subsequent
Chapter 7 case either voluntarily or involuntarily, or if the Borrowers, or any
one or more of the Borrowers, shall request such dismissal without the express
prior written consent of the Lender to be given or withheld in its sole and
absolute discretion; or


 


(j)                                    the
grant of a Lien on or other interest in any of a Borrower’s property other than
a Permitted Lien or the occurrence of an administrative expense claim (except
for amounts as set forth in the Financing Order for the Carve-Out (as that term
is defined in the Financing Order)) which is superior to or ranks in parity
with the Lender’s security interest in or Lien upon the Collateral or the
application by the Borrowers, or any one or more of the Borrowers, for any of
the foregoing without the express prior written consent of the Lender to be
given or withheld in its sole and absolute discretion; or


 


(k)                          the
Final Financing Order is not issued on or before May 1, 2009, or the
Interim Financing Order or the Final Financing Order shall be modified,
reversed, revoked, remanded, stayed, rescinded, vacated or amended on appeal or
by the Bankruptcy Court without the express prior written consent of the Lender
(and no such consent shall be implied from any other authorization or
acquiescence by the Lender), or if the Borrowers, or any one or more of the
Borrowers, requests any of the foregoing without the express prior written
consent of the Lender to be given or withheld in its sole and absolute
discretion; or


 


(l)                              the
appointment of a trustee pursuant to Sections 1104(a)(1) or 1104(a)(2) of
the Bankruptcy Code, or if the Borrowers, or any one or more of the Borrowers,
requests such appointment without the express prior written consent of the
Lender to be given or withheld in its sole and absolute discretion; or


 


26

















 


(m)                        the
appointment of an examiner with special powers pursuant to Section 1104(a) of
the Bankruptcy Code, or if the Borrowers, or any one or more of the Borrowers,
requests such appointment without the express prior written consent of the
Lender to be given or withheld in its sole and absolute discretion; or


 


(n)                           the
filing of a Chapter 11 plan which is not acceptable to the Lender in its sole
and absolute discretion; or


 


(o)                                  the
Bankruptcy Court shall enter an order or orders granting relief from the
automatic stay applicable under Section 362 of the Bankruptcy Code to the
holder or holders, other than the Lender or other than with the Lender’s
express prior written consent to be given or withheld in its sole and absolute
discretion, of any security interest to permit the foreclosure (or the granting
of a deed in lieu of foreclosure or the like) on any assets of the Borrowers;
or


 


 (p)                               the
Borrowers fail to provide the Lender with the New Budget on or before June 15,
2009 or the New Budget is not acceptable to the Lender in its sole and absolute
discretion.


 


(h)                                 Section 8.1
(Notices) of the Financing Agreement is hereby amended by deleting the
reference to the contact information for Debtors’ former legal counsel in its
entirety and replacing such contact information with the following:


 


Joel M. Walker  

Duane Morris LLP

Suite 5010

600 Grant
Street

Pittsburgh,
Pennsylvania 15219-2811


 


and


 


Laurence S. Hughes

Duane Morris LLP

1540 Broadway

New York, New York 10036-4086


 


(i) The form of the Revolving Credit Note attached as Exhibit A-1
to the Financing Agreement is hereby deleted in its entirety and replaced with
the form of Revolving Credit Note attached hereto as Schedule 2(B) (Form of
Revolving Credit Note).


 


27

















 


(j) The form of the Term Loan Note attached as Exhibit A-2 to the
Financing Agreement is hereby deleted in its entirety and replaced with the
form of Term Loan Note attached hereto as Schedule 2(B) (Form of
Term Loan Note).


 


(k)                                  The Disclosure
Schedule attached as Exhibit E (Disclosure Schedule) to the Financing
Agreement is hereby deleted in its entirety and replaced with the Disclosure
Schedule attached hereto as Schedule 3 (Disclosure Schedule).


 


(l) Sections 1 (Forbearance), 2 (Financing Agreements), 3 (Covenants),
4 (Extension of Forbearance Period) and 5 (Default) of the Forbearance
Agreement are each superceded and replaced by other terms and provisions of
this Agreement as of the date of this Agreement and are of no further force and
effect on or after the date of this Agreement.


 


(m)                               Clause (a) of
the Acknowledgement and Agreement dated as of January 30, 2009 by and
among the Lender and the Debtors is superceded and replaced by other terms and
provisions of this Agreement as of the date of this Agreement and is of no
further force or effect on or after the date of this Agreement.


 


ARTICLE IX 


OTHER AGREEMENTS


 


Section 9.1                                      Conditions of
Lending.


 


Notwithstanding anything to
the contrary contained herein or in any of the other Financing Documents, for
the purposes of Section 5.2.3 (Default) of the Financing Agreement, the
commencement and continuation of the Chapter 11 Case and the existence of the
Pre-Petition Defaults shall be excluded in the determination as to whether a
Default or an Event of Default exists. 
Notwithstanding anything contained in this Agreement, the Financing
Agreement or in any of the other Financing Documents to the contrary, upon the
occurrence of the Termination Date, the Lender shall have absolutely no
obligation to make any Loans, including, without limitation, any advances under
the Revolving Loan, any other loans, advances or credit accommodations under
this Agreement, the Financing Agreement or the other Financing Documents or any
other loans, advances or credit accommodations.


 


Section 9.2                                      Pre-Petition
Defaults; Acceleration; No Waiver of Pre-Petition Defaults.


 


Notwithstanding anything to
the contrary contained herein or in any of the other Financing Documents, the
Lender hereby agrees that the Lender shall not accelerate the Obligations
solely due to the existence of the Pre-Petition Defaults, provided, however,
that notwithstanding the foregoing, the Lender shall have no obligation to
forbear from accelerating the Obligations upon the occurrence and during the
continuance of any Event of Default other than such Pre-Petition Defaults and,
upon the occurrence and during the continuance of any Event of Default other
than such Pre-Petition Defaults, the Lender shall have all of its rights and
remedies under this Agreement, the Financing Order and the other Financing
Documents with respect to all Pre-Petition Defaults, as well as with respect to
all other Events of Default.  


 


28

















 


Notwithstanding
the existence of the Pre-Petition Defaults or anything else contained in this
Agreement or any of the other Financing Documents to the contrary, the Lender
has not waived, and shall not be deemed to waive, any of the Pre-Petition
Defaults for any reason whatsoever, including, without limitation, the
execution and delivery of this Agreement or the Lender’s making of, or any
agreement to make, any Loans under this Agreement or under any of the other
Financing Agreements.


 


Section 9.3                                      Enforcement
Costs.


 


Without implying any
limitation on the definition of Enforcement Costs, the Debtors shall, at their
expense, at any time or times duly execute and deliver, or shall cause to be
duly executed and delivered, such further agreements, instruments and documents,
including, without limitation, additional security agreements, collateral
assignments Uniform Commercial Code financing statements or amendments or
continuations thereof, landlords or mortgagee’s waivers of liens and consents
to the exercise by the Lender of all the rights and remedies hereunder, under
the Financing Agreement and under any of the other Financing Documents, any
Financing Order or applicable law with respect to the Collateral, and do or
cause to be done such further acts as may be necessary or proper in Lender’s
opinion to evidence, perfect, maintain and enforce the Liens, encumbrances and
security interests of the Lender, and the priority thereof, in the Collateral
and to otherwise effectuate the provisions or purposes of this Agreement, the
Financing Agreement, any of the other Financing Documents or the Financing
Order.  Upon the request of the Lender,
at any time and from time to time, the Debtors shall, at their cost and
expense, do, make, execute, deliver and record, register or file, financing
statements, mortgages, deeds of trust, deeds to secure debt, and other
instruments, acts, pledges, assignments and transfers (or, cause the same to be
done) and will deliver to the Lender such instruments evidencing items of
Collateral as may be requested by the Lender. 
Notwithstanding anything in this Agreement, the Financing Agreement or
any of the other Financing Documents to the contrary, (a) Enforcement
Costs (including, without any limitation, outside and allocated in-house
reasonable attorney’s fees and expenses incurred in connection with this
Agreement and the other Financing Documents, the Chapter 11 Case and the
transactions contemplated thereby or deriving therefrom), whether classified as
Pre-Petition Obligations or Post-Petition Obligations, may be paid by debit to
the Revolving Loan in the manner provided by Section 2.1.2 (Procedure for
Making Advances under the Revolving Loan; Lender Protection Loans) of the
Financing Agreement and (b) the Debtors hereby acknowledge, confirm and
agree that the Debtors shall pay (whether by debit to the Revolving Loan or
otherwise) all such Enforcement Costs upon demand, whether or not such fees and
expenses are included in, or otherwise made a part of, the Budget.


 


Section 9.4                                      Effect of
Financing Order; Conflicts


 


Notwithstanding
anything contained herein or in any of the other Financing Documents to the
contrary, but without in any way limiting the Lender’s absolute right to
approve the Financing Order in its sole and absolute discretion, the terms of
this Agreement, the Financing Agreement and the other Financing Documents are
subject to the terms and provisions of the Financing Order.  In the event that any of the terms and
provisions of this Agreement, the Financing Agreement or the other Financing
Documents conflict with the terms and provisions set forth in the Financing
Order, the terms and provisions set forth in the Financing Order shall 


 


29

















 


govern.  Furthermore, notwithstanding anything contained
herein or in any of the other Financing Documents to the contrary, in the event
that any of the terms and provisions of this Agreement directly conflict with
the terms and provisions set forth in any of the other documents or agreements
contained in the defined term “Financing Agreement” or conflict with any of the
terms and provisions set forth in the other Financing Documents, the terms and
provisions set forth in this Agreement shall govern.


 


Section 9.5                                      Forbearance
Period.


 


The Lender and each of the Debtors hereby agree that
the Forbearance Period (as defined in the Forbearance Agreement) is terminated
and of no further force or effect and the Lender shall have no obligation or
duty to refrain or forbear from exercising any of its rights and remedies
except as otherwise set forth in this Agreement and the Financing Order, or
except as such rights or remedies may be limited by applicable the Bankruptcy
Code or other applicable Laws.


 


Section 9.6                                      Other
Provisions.


 


(a)                                                          Subject to the
terms and provisions of Section 9.1 (Conditions of Lending) and Section 9.2
(Pre-Petition Defaults; Acceleration; No Waiver of Pre-Petition Defaults) of
this Agreement, the parties hereto acknowledge, confirm and agree that the
failure of the Debtors to comply with, any of the covenants, conditions and
agreements contained herein or in any other agreement, document or instrument
at any time executed by the Debtors in connection herewith (in each case, after
giving effect to all applicable notice, cure or grace periods) shall constitute
an Event of Default under the Financing Documents.


 


(b)                                                         Neither this
Agreement nor any other instrument or document referred to herein or therein
may be changed, waived, discharged or terminated orally, but only by an
instrument in writing signed by the party against whom enforcement of the
change waiver, discharge or termination is sought.


 


(c)                                                          The headings
used herein are for convenience only and do not constitute matters to be
considered in interpreting this Agreement.


 


(d)                                                         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 facsimile. Any party
who chooses to deliver its signature by facsimile agrees to provide promptly to
the other parties a copy of this Agreement with its inked signature.


 


(e)                                                          This Agreement
shall become effective upon the execution hereof by the Lender and each of the
Debtors and the due entry of the Interim Financing Order, subject to the
provisions hereof.


 


[Signatures Begin on Next Page]


 


30
















 


LENDER’S
SIGNATURE PAGE TO AGREEMENT FOR POST-PETITION FINANCING


 


(Page 1
of 2 Signature Pages)


 


 


	
  WITNESS:

  	
   

  	
  LENDER:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  BRANCH BANKING AND TRUST COMPANY

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /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]


 


31

















 


DEBTORS’
SIGNATURE PAGE TO AGREEMENT FOR POST-PETITION FINANCING


 


(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

  



 


32

















 


SCHEDULE 1 TO


AGREEMENT FOR POST-PETITION
FINANCING


 


Dip Closing List


 


$19,000,000

POST-PETITION FINANCING FACILITY


 


	
  DEBTORS:

  	
   

  	
  TVI CORPORATION (“TVI”);

  
	
   

  	
   

  	
  CAPA MANUFACTURING
  CORP. (“Capa”);

  
	
   

  	
   

  	
  SAFETY TECH
  INTERNATIONAL, INC. (“Safety Tech”); and

  
	
   

  	
   

  	
  SIGNATURE
  SPECIAL EVENT SERVICES, INC., formerly named

  “TVI
  Holdings One, Inc.” (“Signature TVI”)

  
	
   

  	
   

  	
   

  
	
  LENDER:

  	
   

  	
  BRANCH BANKING AND
  TRUST COMPANY (“Lender”)

  
	
   

  	
   

  	
   

  
	
  CLOSING DATE:

  	
   

  	
  April     ,
  2009

  



 


A.                                    LOAN REQUIREMENTS:


 


1.                                       Budget


 


2.                                       $25,000 Loan Fee


 


B.                                    LOAN DOCUMENTS:


 


3.                                       Agreement For Post Petition Financing


 


4.                                       SCHEDULES to Agreement For Post-Petition
Financing, as necessary to disclose exceptions to any and all Representations
and Warranties made by Debtors


 


5.                                       $19,000,000 Third Amended and Restated
Revolving Credit Note


 


6.                                       $17,103,291.61 Second Amended and Restated Term Loan
Note


 


7.                                       Amended Commercial Credit Agreement


 

















 


SCHEDULE 2(A) TO

AGREEMENT FOR POST-PETITION FINANCING


 


Form of Revolving
Credit Note


 


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.


 


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:


 


(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, including, without limitation,
reasonable attorneys’ fees and expenses and all court costs.


 


12.                                 Notices.


 


Any notice, request, or demand to or upon the
Borrowers or the Lender shall be deemed to have been properly given or made
when delivered in accordance with Section 8.1 (Notices) of the Financing
Agreement.


 

















 


13.                                 Miscellaneous.


 


Each right, power, and remedy of the Lender as
provided for in this Note or any of the other Financing Documents, or now or
hereafter existing under any applicable law or otherwise shall be cumulative
and concurrent and shall be in addition to every other right, power, or remedy
provided for in this Note or any of the other Financing Documents or now or
hereafter existing under any applicable law, and the exercise or beginning of
the exercise by the Lender of any one or more of such rights, powers, or
remedies shall not preclude the simultaneous or later exercise by the Lender of
any or all such other rights, powers, or remedies.  No failure or delay by the Lender to insist
upon the strict performance of any term, condition, covenant, or agreement of
this Note or any of the other Financing Documents, or to exercise any right,
power, or remedy consequent upon a breach thereof, shall constitute a waiver of
any such term, condition, covenant, or agreement or of any such breach, or
preclude the Lender from exercising any such right, power, or remedy at a later
time or times.  By accepting payment
after the due date of any amount payable under the terms of this Note, the
Lender shall not be deemed to waive the right either to require prompt payment
when due of all other amounts payable under the terms of this Note or to
declare an Event of Default for the failure to effect such prompt payment of
any such other amount.  No course of
dealing or conduct shall be effective to amend, modify, waive, release, or
change any provisions of this Note.


 


14.                                 Partial  Invalidity.


 


In the event any provision of this Note (or any part
of any provision) is held by a court of competent jurisdiction to be invalid,
illegal, or unenforceable in any respect, such invalidity, illegality, or
unenforceability shall not affect any other provision (or remaining part of the
affected provision) of this Note; but this Note shall be construed as if such
invalid, illegal, or unenforceable provision (or part thereof) had not been
contained in this Note, but only to the extent it is invalid, illegal, or
unenforceable.


 


15.                                 Captions.


 


The captions herein set forth are for convenience only
and shall not be deemed to define, limit, or describe the scope or intent of
this Note.


 


16.                                 Applicable  Law.


 


The Borrowers acknowledge and agree that this Note
shall be governed by the laws of the State of Maryland, even though for the
convenience and at the request of the Borrowers, this Note may be executed
elsewhere, and solely to the extent applicable, the Bankruptcy Code (as defined
in the Financing Agreement).


 


17.                                 Consent to Jurisdiction.


 


Each Borrower irrevocably submits to the jurisdiction
of the Bankruptcy Court (as defined in the Financing Agreement), any state or
federal court sitting in the State of Maryland over any suit, action, or
proceeding arising out of or relating to this Note or any of the other
Financing Documents.  Each Borrower
irrevocably waives, to the fullest 


 

















 


extent permitted by law,
any objection that such Borrower may now or hereafter have to the laying of
venue of any such suit, action, or proceeding brought in any such court and any
claim that any such suit, action, or proceeding brought in any such court has
been brought in an inconvenient forum. 
Final judgment in any such suit, action, or proceeding brought in any
such court shall be conclusive and binding upon each Borrower and may be
enforced in any court in which any Borrower is subject to jurisdiction by a
suit upon such judgment, provided that service of process is effected upon the
Borrower as provided in this Note or as otherwise permitted by applicable law.


 


18.                                 Service of Process.


 


Each Borrower hereby consents to process being served
in any suit, action, or proceeding instituted in connection with this Note by (a) the
mailing of a copy thereof by certified mail, postage prepaid, return receipt
requested, to the Borrowers and (b) serving a copy thereof upon the
registered agent for TVI as set forth in the records of the Maryland State
Department of Assessments and Taxation, the agent hereby designated and
appointed by each of the Borrowers as each Borrower’s agent for service of
process.  Each Borrower irrevocably
agrees that such service shall be deemed in every respect effective service of
process upon the Borrower in any such suit, action or proceeding, and shall, to
the fullest extent permitted by law, be taken and held to be valid personal
service upon the Borrower.  Nothing in
this Section shall affect the right of the Lender to serve process in any
manner otherwise permitted by law or limit the right of the Lender otherwise to
bring proceedings against any Borrower in the courts of any jurisdiction or
jurisdictions.


 


19.                                 No Novation.


 


This Note amends and restates, is intended as a
replacement of, and is in substitution for, that certain Second Amended and
Restated Revolving Credit Note dated as of July 3, 2008 (the “Original
Note”) from the Borrowers, as maker, payable to the order of the Lender, but is
not intended as a novation of the Original Note or any of the Obligations evidenced
by the Original Note.  All references in
the Financing Agreement or any of the other Financing Documents to the
Revolving Credit Note shall mean the Original Note, as amended and restated in
accordance with the provisions of this Note.


 


20.                                 Confessed Judgment.


 


UPON THE OCCURRENCE OF AN EVENT OF DEFAULT, EACH
BORROWER HEREBY AUTHORIZES ANY ATTORNEY DESIGNATED BY THE LENDER OR ANY CLERK
OF ANY COURT OF RECORD TO APPEAR FOR SUCH BORROWER IN ANY COURT OF RECORD AND
CONFESS JUDGMENT WITHOUT PRIOR HEARING AGAINST THE BORROWER IN FAVOR OF THE
LENDER FOR AND IN THE AMOUNT OF THE UNPAID PRINCIPAL SUM, ALL INTEREST ACCRUED
AND UNPAID THEREON, ALL OTHER AMOUNTS PAYABLE BY THE BORROWER TO THE LENDER
UNDER THE TERMS OF THIS NOTE OR ANY OF THE OTHER FINANCING DOCUMENTS, COSTS OF
SUIT, AND ATTORNEYS’ FEES OF FIFTEEN PERCENT (15%) OF THE UNPAID 


 

















 


PRINCIPAL SUM AND
INTEREST THEN DUE HEREUNDER.  BY ITS
ACCEPTANCE OF THIS NOTE, THE LENDER AGREES THAT IN THE EVENT THE LENDER
EXERCISES AT ANY TIME ITS RIGHT TO CONFESS JUDGMENT UNDER THIS NOTE, THE LENDER
SHALL USE ITS BEST EFFORTS TO OBTAIN LEGAL COUNSEL WHO WILL CHARGE THE LENDER
FOR ITS SERVICES ON AN HOURLY BASIS, AT ITS CUSTOMARY HOURLY RATES AND ONLY FOR
THE TIME AND REASONABLE EXPENSES INCURRED. 
IN NO EVENT SHALL THE LENDER ENFORCE THE LEGAL FEES PORTION OF A
CONFESSED JUDGMENT AWARD FOR AN AMOUNT IN EXCESS OF THE FEES AND EXPENSES
ACTUALLY CHARGED TO THE LENDER FOR SERVICES RENDERED BY ITS COUNSEL IN
CONNECTION WITH SUCH CONFESSION OF JUDGMENT AND/OR THE COLLECTION OF SUMS OWED
TO THE LENDER.  IN THE EVENT THE LENDER
RECEIVES, THROUGH EXECUTION UPON A CONFESSED JUDGMENT, PAYMENTS ON ACCOUNT OF
ATTORNEYS’ FEES IN EXCESS OF SUCH ACTUAL ATTORNEYS’ FEES AND EXPENSES INCURRED
BY THE LENDER, THEN, AFTER FULL REPAYMENT AND SATISFACTION OF ALL OF THE
OBLIGATIONS UNDER AND IN CONNECTION WITH THIS NOTE, THE LOAN AGREEMENT AND ALL
OF THE OTHER LOAN DOCUMENTS, THE LENDER SHALL REFUND SUCH EXCESS AMOUNT TO THE
BORROWERS. EACH BORROWER HEREBY RELEASES, TO THE EXTENT PERMITTED BY APPLICABLE
LAW, ALL ERRORS AND ALL RIGHTS OF EXEMPTION, APPEAL, STAY OF EXECUTION,
INQUISITION, AND OTHER RIGHTS TO WHICH SUCH BORROWER MAY OTHERWISE BE
ENTITLED UNDER THE LAWS OF THE UNITED STATES OF AMERICA OR OF ANY STATE OR
POSSESSION OF THE UNITED STATES OF AMERICA NOW IN FORCE AND WHICH MAY HEREAFTER
BE ENACTED.  THE AUTHORITY AND POWER TO
APPEAR FOR AND ENTER JUDGMENT AGAINST ANY BORROWER SHALL NOT BE EXHAUSTED BY
ONE OR MORE EXERCISES THEREOF OR BY ANY IMPERFECT EXERCISE THEREOF AND SHALL
NOT BE EXTINGUISHED BY ANY JUDGMENT ENTERED PURSUANT THERETO.  SUCH AUTHORITY MAY BE EXERCISED ON ONE
OR MORE OCCASIONS OR FROM TIME TO TIME IN THE SAME OR DIFFERENT JURISDICTIONS
AS OFTEN AS THE LENDER SHALL DEEM NECESSARY OR DESIRABLE, FOR ALL OF WHICH THIS
NOTE SHALL BE A SUFFICIENT WARRANT.


 


21.                                 WAIVER OF TRIAL BY JURY.


 


EACH BORROWER AND THE LENDER (BY ITS ACCEPTANCE
HEREOF) HEREBY WAIVE TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO WHICH SUCH
BORROWER AND THE LENDER MAY BE PARTIES, ARISING OUT OF OR IN ANY WAY PERTAINING
TO (A) THIS NOTE OR (B) THE FINANCING DOCUMENTS.  IT IS AGREED AND UNDERSTOOD THAT THIS WAIVER
CONSTITUTES A WAIVER OF TRIAL BY JURY OF ALL CLAIMS AGAINST ALL PARTIES TO SUCH
ACTIONS OR PROCEEDINGS, INCLUDING CLAIMS AGAINST PARTIES WHO ARE NOT PARTIES TO
THIS NOTE.


 

















 


THIS WAIVER IS KNOWINGLY, WILLINGLY AND
VOLUNTARILY MADE BY EACH BORROWER, AND EACH BORROWER HEREBY REPRESENTS THAT NO
REPRESENTATIONS OF FACT OR OPINION HAVE BEEN MADE BY ANY INDIVIDUAL TO INDUCE
THIS WAIVER OF TRIAL BY JURY OR TO IN ANY WAY MODIFY OR NULLIFY ITS
EFFECT.  EACH BORROWER FURTHER REPRESENTS
THAT IT HAS BEEN REPRESENTED IN THE SIGNING OF THIS NOTE AND IN THE MAKING OF
THIS WAIVER BY INDEPENDENT LEGAL COUNSEL, SELECTED OF ITS OWN FREE WILL, AND
THAT IT HAS HAD THE OPPORTUNITY TO DISCUSS THIS WAIVER WITH COUNSEL.


 


[Signatures Follow on
Next Page]


 
















 


SIGNATURE PAGE TO
THIRD AMENDED AND RESTATED 

REVOLVING CREDIT NOTE


 


IN WITNESS WHEREOF, each
Borrower has caused this Note to be executed under seal by its duly authorized
representatives as of the date first written above.


 


	
  WITNESS OR ATTEST:

  	
   

  	
  BORROWERS:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  TVI CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  
	
   

  	
   

  	
   

  	
  (Seal)

  
	
   

  	
   

  	
  Harley A. Hughes,

  
	
   

  	
   

  	
  President and Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CAPA MANUFACTURING CORP.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  
	
   

  	
   

  	
   

  	
  (Seal)

  
	
   

  	
   

  	
  Harley
  A. Hughes,

  
	
   

  	
   

  	
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SAFETY TECH INTERNATIONAL, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  
	
   

  	
   

  	
   

  	
  (Seal)

  
	
   

  	
   

  	
  Harley
  A. Hughes,

  
	
   

  	
   

  	
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SIGNATURE SPECIAL EVENT SERVICES, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  
	
   

  	
   

  	
   

  	
  (Seal)

  
	
   

  	
   

  	
  Harley
  A. Hughes,

  
	
   

  	
   

  	
  President

  



 

















 


SCHEDULE 2(B) TO

AGREEMENT FOR POST-PETITION FINANCING


 


Form of Term Loan Note


 


SECOND AMENDED AND
RESTATED TERM NOTE


 


	
  $17,103,291.61

  	
  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
SEVENTEEN MILLION ONE HUNDRED THREE THOUSAND TWO HUNDRED NINETY-ONE DOLLARS AND
SIXTY-ONE CENTS ($17,103,291.61) (the “Principal Sum”), 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 (as defined hereinafter).


 


2.                                       Payments and Maturity.


 


The unpaid Principal Sum, together with interest
thereon at the rate or rates provided above, shall be payable as follows:


 


(c)           Interest on the unpaid Principal Sum
shall be due and payable in accordance with Section 2.5.3 (Payment of
Interest) of the Financing Agreement;


 


(d)           Principal payments on the outstanding
Principal Sum shall be due and payable in accordance with Section 2.2.3
(Term Loan Payments);


 


(e)           Notwithstanding anything contained
herein to the contrary, the Borrowers shall pay to the Lender the Term Loan
Mandatory Prepayments set forth in Section 2.2.4 (Mandatory Prepayments of
the Term Loan) of the Financing Agreement; and


 

















 


(f)            Unless sooner paid, the unpaid
Principal Sum, together with interest accrued and unpaid thereon, shall be due
and payable in full on the earlier of the Term Loan Maturity Date (as defined
in the Financing Agreement).


 


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.


 


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 in accordance with Section 2.2
(The Term Loan) of the Financing Agreement.


 


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 “Term 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 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:


 


(g)           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


 


(h)           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, including, without limitation,
reasonable attorneys’ fees and expenses and all court costs.


 


12.                                 Notices.


 


Any notice, request, or demand to or upon the
Borrowers or the Lender shall be deemed to have been properly given or made
when delivered in accordance with Section 8.1 (Notices) of the Financing
Agreement.


 


13.                                 Miscellaneous.


 


Each right, power, and remedy of the Lender as
provided for in this Note or any of the other Financing Documents, or now or
hereafter existing under any applicable law or otherwise shall be cumulative
and concurrent and shall be in addition to every other right, power, or remedy
provided for in this Note or any of the other Financing Documents or now or
hereafter existing under any applicable law, and the exercise or beginning of
the exercise by the Lender of any one or more of such rights, powers, or 


 

















 


remedies shall not
preclude the simultaneous or later exercise by the Lender of any or all such
other rights, powers, or remedies.  No
failure or delay by the Lender to insist upon the strict performance of any
term, condition, covenant, or agreement of this Note or any of the other
Financing Documents, or to exercise any right, power, or remedy consequent upon
a breach thereof, shall constitute a waiver of any such term, condition,
covenant, or agreement or of any such breach, or preclude the Lender from
exercising any such right, power, or remedy at a later time or times.  By accepting payment after the due date of
any amount payable under the terms of this Note, the Lender shall not be deemed
to waive the right either to require prompt payment when due of all other
amounts payable under the terms of this Note or to declare an Event of Default
for the failure to effect such prompt payment of any such other amount.  No course of dealing or conduct shall be
effective to amend, modify, waive, release, or change any provisions of this
Note.


 


14.           Partial  Invalidity.


 


In the event any provision of this Note (or any part
of any provision) is held by a court of competent jurisdiction to be invalid,
illegal, or unenforceable in any respect, such invalidity, illegality, or
unenforceability shall not affect any other provision (or remaining part of the
affected provision) of this Note; but this Note shall be construed as if such
invalid, illegal, or unenforceable provision (or part thereof) had not been
contained in this Note, but only to the extent it is invalid, illegal, or
unenforceable.


 


15.           Captions.


 


The captions herein set forth are for convenience only
and shall not be deemed to define, limit, or describe the scope or intent of
this Note.


 


16.           Applicable  Law.


 


The Borrowers acknowledge and agree that this Note
shall be governed by the laws of the State of Maryland, even though for the
convenience and at the request of the Borrowers, this Note may be executed
elsewhere, and solely to the extent applicable, the Bankruptcy Code (as defined
in the Financing Agreement).


 


17.           Consent
to Jurisdiction.


 


Each Borrower irrevocably submits to the jurisdiction
of the Bankruptcy Court (as defined in the Financing Agreement) any state or
federal court sitting in the State of Maryland over any suit, action, or
proceeding arising out of or relating to this Note or any of the other
Financing Documents.  Each Borrower
irrevocably waives, to the fullest extent permitted by law, any objection that
such Borrower may now or hereafter have to the laying of venue of any such
suit, action, or proceeding brought in any such court and any claim that any
such suit, action, or proceeding brought in any such court has been brought in
an inconvenient forum.  Final judgment in
any such suit, action, or proceeding brought in any such court shall be conclusive
and binding upon each Borrower and may be enforced in any court in which any
Borrower is subject to jurisdiction by a suit upon such judgment, provided that
service of process is effected upon the Borrower as provided in this Note or as
otherwise permitted by applicable law.


 

















 


18.           Service
of Process.


 


Each Borrower hereby consents to process being served
in any suit, action, or proceeding instituted in connection with this Note by (a) the
mailing of a copy thereof by certified mail, postage prepaid, return receipt
requested, to the Borrowers and (b) serving a copy thereof upon the
registered agent for TVI as set forth in the records of the Maryland State
Department of Assessments and Taxation, the agent hereby designated and
appointed by each of the Borrowers as each Borrower’s agent for service of
process.  Each Borrower irrevocably
agrees that such service shall be deemed in every respect effective service of
process upon the Borrower in any such suit, action or proceeding, and shall, to
the fullest extent permitted by law, be taken and held to be valid personal
service upon the Borrower.  Nothing in
this Section shall affect the right of the Lender to serve process in any
manner otherwise permitted by law or limit the right of the Lender otherwise to
bring proceedings against any Borrower in the courts of any jurisdiction or
jurisdictions.


 


19.           No
Novation.


 


This Note amends and restates, is intended as a
replacement of, and is in substitution for, that certain Amended and Restated
Term Note dated as of February 22, 2008 (the “Original Note”) from the
Borrowers, as maker, payable to the order of the Lender, but is not intended as
a novation of the Original Note or any of the Obligations evidenced by the
Original Note.  All references in the
Financing Agreement or any of the other Financing Documents to the Term Note
shall mean the Original Note, as amended and restated in accordance with the
provisions of this Note.


 


20.           Confessed
Judgment.


 


UPON THE OCCURRENCE OF AN EVENT OF DEFAULT, EACH
BORROWER HEREBY AUTHORIZES ANY ATTORNEY DESIGNATED BY THE LENDER OR ANY CLERK
OF ANY COURT OF RECORD TO APPEAR FOR SUCH BORROWER IN ANY COURT OF RECORD AND
CONFESS JUDGMENT WITHOUT PRIOR HEARING AGAINST THE BORROWER IN FAVOR OF THE
LENDER FOR AND IN THE AMOUNT OF THE UNPAID PRINCIPAL SUM, ALL INTEREST ACCRUED
AND UNPAID THEREON, ALL OTHER AMOUNTS PAYABLE BY THE BORROWER TO THE LENDER
UNDER THE TERMS OF THIS NOTE OR ANY OF THE OTHER FINANCING DOCUMENTS, COSTS OF
SUIT, AND ATTORNEYS’ FEES OF FIFTEEN PERCENT (15%) OF THE UNPAID PRINCIPAL SUM
AND INTEREST THEN DUE HEREUNDER.  BY ITS
ACCEPTANCE OF THIS NOTE, THE LENDER AGREES THAT IN THE EVENT THE LENDER
EXERCISES AT ANY TIME ITS RIGHT TO CONFESS JUDGMENT UNDER THIS NOTE, THE LENDER
SHALL USE ITS BEST EFFORTS TO OBTAIN LEGAL COUNSEL WHO WILL CHARGE THE LENDER
FOR ITS SERVICES ON AN HOURLY BASIS, AT ITS CUSTOMARY HOURLY RATES AND ONLY FOR
THE TIME AND REASONABLE EXPENSES INCURRED. 
IN NO EVENT SHALL THE LENDER ENFORCE THE LEGAL FEES PORTION OF A
CONFESSED JUDGMENT AWARD FOR AN AMOUNT IN EXCESS OF THE FEES AND 


 

















 


EXPENSES ACTUALLY CHARGED
TO THE LENDER FOR SERVICES RENDERED BY ITS COUNSEL IN CONNECTION WITH SUCH
CONFESSION OF JUDGMENT AND/OR THE COLLECTION OF SUMS OWED TO THE LENDER.  IN THE EVENT THE LENDER RECEIVES, THROUGH
EXECUTION UPON A CONFESSED JUDGMENT, PAYMENTS ON ACCOUNT OF ATTORNEYS’ FEES IN
EXCESS OF SUCH ACTUAL ATTORNEYS’ FEES AND EXPENSES INCURRED BY THE LENDER,
THEN, AFTER FULL REPAYMENT AND SATISFACTION OF ALL OF THE OBLIGATIONS UNDER AND
IN CONNECTION WITH THIS NOTE, THE LOAN AGREEMENT AND ALL OF THE OTHER LOAN
DOCUMENTS, THE LENDER SHALL REFUND SUCH EXCESS AMOUNT TO THE BORROWERS. EACH
BORROWER HEREBY RELEASES, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ALL ERRORS
AND ALL RIGHTS OF EXEMPTION, APPEAL, STAY OF EXECUTION, INQUISITION, AND OTHER RIGHTS
TO WHICH SUCH BORROWER MAY OTHERWISE BE ENTITLED UNDER THE LAWS OF THE
UNITED STATES OF AMERICA OR OF ANY STATE OR POSSESSION OF THE UNITED STATES OF
AMERICA NOW IN FORCE AND WHICH MAY HEREAFTER BE ENACTED.  THE AUTHORITY AND POWER TO APPEAR FOR AND ENTER
JUDGMENT AGAINST ANY BORROWER SHALL NOT BE EXHAUSTED BY ONE OR MORE EXERCISES
THEREOF OR BY ANY IMPERFECT EXERCISE THEREOF AND SHALL NOT BE EXTINGUISHED BY
ANY JUDGMENT ENTERED PURSUANT THERETO. 
SUCH AUTHORITY MAY BE EXERCISED ON ONE OR MORE OCCASIONS OR FROM
TIME TO TIME IN THE SAME OR DIFFERENT JURISDICTIONS AS OFTEN AS THE LENDER
SHALL DEEM NECESSARY OR DESIRABLE, FOR ALL OF WHICH THIS NOTE SHALL BE A
SUFFICIENT WARRANT.


 


21.           WAIVER OF TRIAL BY JURY.


 


EACH BORROWER AND THE LENDER (BY ITS ACCEPTANCE
HEREOF) HEREBY WAIVE TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO WHICH SUCH
BORROWER AND THE LENDER MAY BE PARTIES, ARISING OUT OF OR IN ANY WAY
PERTAINING TO (A) THIS NOTE OR (B) THE FINANCING DOCUMENTS.  IT IS AGREED AND UNDERSTOOD THAT THIS WAIVER
CONSTITUTES A WAIVER OF TRIAL BY JURY OF ALL CLAIMS AGAINST ALL PARTIES TO SUCH
ACTIONS OR PROCEEDINGS, INCLUDING CLAIMS AGAINST PARTIES WHO ARE NOT PARTIES TO
THIS NOTE.


 


THIS WAIVER IS KNOWINGLY, WILLINGLY AND
VOLUNTARILY MADE BY EACH BORROWER, AND EACH BORROWER HEREBY REPRESENTS THAT NO
REPRESENTATIONS OF FACT OR OPINION HAVE BEEN MADE BY ANY INDIVIDUAL TO INDUCE
THIS WAIVER OF TRIAL BY JURY OR TO IN ANY WAY MODIFY OR NULLIFY ITS
EFFECT.  EACH BORROWER FURTHER REPRESENTS
THAT IT HAS BEEN REPRESENTED IN THE SIGNING OF THIS NOTE AND IN THE MAKING OF
THIS WAIVER BY INDEPENDENT LEGAL COUNSEL, SELECTED OF ITS OWN FREE WILL, 


 

















 


AND THAT IT HAS HAD THE
OPPORTUNITY TO DISCUSS THIS WAIVER WITH COUNSEL.


 


[Signatures Follow on
Next Page]


 

















 


SIGNATURE PAGE TO SECOND AMENDED
AND RESTATED TERM NOTE


 


IN WITNESS WHEREOF, each
Borrower has caused this Note to be executed under seal by its duly authorized
representatives as of the date first written above.


 


	
  WITNESS OR
  ATTEST:

  	
   

  	
  BORROWERS:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  TVI CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  
	
   

  	
   

  	
   

  	
  (Seal)

  
	
   

  	
   

  	
  Harley A. Hughes,

  
	
   

  	
   

  	
  President and Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CAPA
  MANUFACTURING CORP.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  
	
   

  	
   

  	
   

  	
  (Seal)

  
	
   

  	
   

  	
  Harley A. Hughes,

  
	
   

  	
   

  	
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SAFETY TECH
  INTERNATIONAL, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  
	
   

  	
   

  	
   

  	
  (Seal)

  
	
   

  	
   

  	
  Harley A. Hughes,

  
	
   

  	
   

  	
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SIGNATURE
  SPECIAL EVENT SERVICES, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  
	
   

  	
   

  	
   

  	
  (Seal)

  
	
   

  	
   

  	
  Harley A. Hughes,

  
	
   

  	
   

  	
  President

  



 
















 


SCHEDULE 3 TO

AGREEMENT FOR POST-PETITION FINANCING


 


Disclosure Schedules


 


[Attached]


 

















 


EXHIBIT A TO AGREEMENT FOR
POST-PETITION FINANCING


 


Partial List of Financing
Documents


 


[Attached]


 

















 


EXHIBIT B TO AGREEMENT FOR
POST-PETITION FINANCING


 


Form of Interim
Financing Order


 


[Attached]


 

















 


EXHIBIT C TO AGREEMENT FOR
POST-PETITION FINANCING


 


List of Noticed Pre-Petition
Defaults


 


[Attached]