Exhibit
10.2


 


REVOLVING CREDIT NOTE


 


	
  $30,000,000

  	
   

  	
  New York, New York

  
	
   

  	
   

  	
  April 30, 2010

  



 


FOR VALUE RECEIVED,
LIQUIDITY SERVICES, INC., a corporation organized under the laws of the State
of Delaware (the “Borrower”), promises to pay to the order of BANK OF AMERICA,
N.A., a national banking association, its successors and assigns (the “Lender”),
the principal sum of THIRTY MILLION DOLLARS ($30,000,000) (the “Principal Sum”),
or so much thereof as has been or may be advanced or re-advanced to or for the
account of the Borrower pursuant to the terms and conditions of the Financing
Agreement (as hereinafter defined), 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 at a fluctuating rate of interest per
annum equal to the BBA LIBOR Daily Floating Rate, plus one and one quarter of
one percent (1.25%).


 


All interest payable under
the terms of this Note shall be calculated on the basis of a 360-day year and
the actual number of days elapsed.


 


2.                                       Payments and Maturity.


 


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


 


(a)                                  Interest only on the unpaid Principal Sum
shall be due and payable monthly, commencing May 31, 2010, and on the last
day of each month thereafter to maturity; 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 Expiration Date.


 


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.


 


Borrower hereby authorizes
Lender to automatically deduct from Borrower’s account numbered
                    
the amount of each payment of principal (including without limitation the
principal payment due on the final maturity date) and/or interest on the dates
such payments become due.  If the funds
in the account are insufficient to cover any payment, Lender shall not be
obligated to advance funds to cover the payment.  At any time and for any reason, Borrower or
Lender may voluntarily terminate automatic payments as provided in this
paragraph.


 

















 


3.                                       Default Interest.


 


Upon the occurrence of an
Event of Default (as hereinafter defined), the unpaid Principal Sum shall bear
interest thereafter at the Post-Default Rate until such Event of Default is
cured.


 


4.                                       Late Charges.


 


If the Borrower shall fail
to make any payment under the terms of this Note within ten (10) days
after the date such payment is due, the Borrower shall pay to the Lender on
demand a late charge equal to two and one half of one percent (2.50%) of such
payment.


 


5.                                       Application and Place of Payments.


 


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 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 Rockville, 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
Borrower.


 


6.                                       Financing Agreement and Other Financing
Documents.


 


This Note is the “Revolving
Credit Note” described in a Financing and Security Agreement of even date
herewith by and between the Borrower and the Lender (as 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. 
All capitalized terms used herein and not otherwise defined shall have
the meanings given to them in the Financing Agreement.


 


7.                                       Security.


 


This Note is secured as
provided in the Financing Agreement.


 


8.                                       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 Borrower to pay to the
Lender when due any and all amounts payable by the Borrower to the Lender under
the terms of this Note; or


 


(b)                                 The occurrence of an Event of Default
under the terms and conditions of any of the other Financing Documents.


 


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9.                                       Remedies.


 


Upon the occurrence of an
Event of Default, at the option of the Lender, all amounts payable by the
Borrower to the Lender under the terms of this Note shall immediately become
due and payable by the Borrower to the Lender without notice to the Borrower 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
Borrower 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
Borrower, guarantors and endorsers.


 


10.                                 Expenses.


 


The Borrower promises 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.


 


11.                                 Notices.


 


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


 


12.                                 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.


 


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13.                                 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.


 


14.                                 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.


 


15.                                 Applicable Law.


 


The Borrower acknowledges
and agrees that this Note shall be governed by the laws of the State, even
though for the convenience and at the request of the Borrower, this Note may be
executed elsewhere.


 


16.                                 Consent to Jurisdiction.


 


The Borrower irrevocably
submits to the nonexclusive jurisdiction of the courts of the State of New York
sitting in New York County and of the United States District Court of the
Southern District of New York, and any appellate court from any thereof over
any suit, action, or proceeding arising out of or relating to this Note or any
of the other Financing Documents.  The
Borrower irrevocably waives, to the fullest extent permitted by law, any
objection that the 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 the Borrower and may be enforced in any
court in which the 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.


 


17.                                 Service of Process.


 


The Borrower hereby consents
to process being served in any suit, action, or proceeding instituted in
connection with this Note by the mailing of a copy thereof by certified mail,
postage prepaid, return receipt requested, to the Borrower.  The 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 the Borrower in the courts of any jurisdiction or jurisdictions.


 


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18.                                 WAIVER OF TRIAL BY JURY.


 


THE BORROWER AND THE
LENDER HEREBY WAIVE TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO WHICH THE 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 THE BORROWER, AND THE
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.  THE
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 APPEAR ON THE FOLLOWING PAGE]


 


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


 


	
   

  	
  LIQUIDITY SERVICES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  James M. Rallo

  
	
   

  	
   

  	
  Name:

  	
  James
  M. Rallo

  
	
   

  	
   

  	
  Title:

  	
  Chief
  Financial Officer &

  
	
   

  	
   

  	
   

  	
  Treasurer

  



 


[Signature Page to Revolving Credit Note]