Exhibit 10.2
AMENDED AND RESTATED REVOLVING NOTE
$1,500,000.00
March 30, 2010
THIS AMENDED AND RESTATED REVOLVING NOTE IS AN AMENDMENT, RESTATEMENT AND
REPLACEMENT, BUT NOT A NOVATION, OF THE UNDERSIGNED'S REVOLVING NOTE DATED
JANUARY 31, 2009, IN THE PRINCIPAL AMOUNT OF $2,000,000.00 AND PAYABLE TO THE
ORDER OF FIFTH THIRD BANK, AND IS GIVEN PURSUANT TO THAT CERTAIN SECOND
AMENDMENT TO CREDIT AGREEMENT DATED OF EVEN DATE HEREWITH. THIS AMENDMENT AND
RESTATEMENT IS ONLY A MODIFICATION OF AN EXISTING LOAN AND EXCEPT FOR THE
MODIFICATIONS SET FORTH HEREIN, THE ORIGINAL REVOLVING NOTE, AS AMENDED AND
RESTATED HEREBY, SHALL BE AND REMAIN IN FULL FORCE AND EFFECT WITH THE CHANGES
HEREIN DEEMED TO BE INCORPORATED THEREIN. THIS AMENDMENT AND RESTATEMENT DOES
NOT OPERATE AS A PAYMENT, SATISFACTION OR DISCHARGE OF THE LIABILITIES OR
OBLIGATIONS EVIDENCED BY THE ORIGINAL REVOLVING NOTE, AS AMENDED AND RESTATED
HEREBY. THIS AMENDMENT AND RESTATEMENT SHALL NOT RELEASE OR AFFECT THE LIABILITY
OF ANY MAKER, GUARANTOR, SURETY OR ENDORSER OF, OR OTHERWISE AFFECT IN ANY
MANNER WHATSOEVER ANY COLLATERAL SECURING THE PAYMENT OF, THE ORIGINAL REVOLVING
NOTE, AS AMENDED AND RESTATED HEREBY.
PROMISE TO PAY. On or before July 31, 2010 (the "Termination Date"), the
undersigned, DPAC TECHNOLOGIES CORP, a California corporation, and QUATECH,
INC., an Ohio corporation, ("Borrowers"), for value received, hereby promise,
jointly and severally, to pay to the order of FIFTH THIRD BANK, an Ohio banking
corporation, as agent for any affiliate of Fifth Third Bancorp (together with
its successors and assigns, the "Bank"), the principal sum of One Million Five
Hundred Thousand and no/100 Dollars ($1,500,000.00) (the "Borrowing"), plus
interest as provided herein, less such amounts as shall have been repaid in
accordance with this Note. The outstanding balance of this Note shall appear on
a supplemental bank record and is not necessarily the face amount of this Note,
which record shall evidence the balance due pursuant to this Note at any time.
Bank, in its reasonable discretion, may make loan advances hereunder to
Borrowers on a revolving basis in such amounts as may from time to time be
requested by Borrowers, from time to time on and after the date of this Note
through and including the Termination Date, in an aggregate principal amount
(outstanding at one time) not to exceed the lesser of (i) the Borrowing, or
(ii) the Borrowing Base (the "Commitment"). Should the outstanding amount of
Loans at any time exceed such maximum amount available for Revolver Advances
under this Section 2.1, the Borrowers shall immediately repay such excess
amount. The Borrowers may borrow, repay, and reborrow the maximum amount of such
credit. The entire principal balance, together with all accrued and unpaid
interest and any other charges, advances and fees, if any, outstanding
hereunder, shall be due and payable in full on the earlier of the Maturity Date
or upon acceleration of this Note.
This Note is the Revolving Credit Promissory Note referred to in, and is
entitled to the benefits of, Section 2.1 of the Credit