Back to top

FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT

Security Agreement

FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT | Document Parties: INTRICON CORP | INTRICON CORPORATION | INTRICON TIBBETTS CORPORATION | LASALLE BANK NATIONAL ASSOCIATION | RESISTANCE TECHNOLOGY, INC | RTI ELECTRONICS, INC | TI Acquisition Corporation You are currently viewing:
This Security Agreement involves

INTRICON CORP | INTRICON CORPORATION | INTRICON TIBBETTS CORPORATION | LASALLE BANK NATIONAL ASSOCIATION | RESISTANCE TECHNOLOGY, INC | RTI ELECTRONICS, INC | TI Acquisition Corporation

. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here.
Title: FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT
Governing Law: Minnesota     Date: 10/12/2007
Industry: Misc. Capital Goods     Sector: Capital Goods

FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT, Parties: intricon corp , intricon corporation , intricon tibbetts corporation , lasalle bank national association , resistance technology  inc , rti electronics  inc , ti acquisition corporation
50 of the Top 250 law firms use our Products every day


Exhibit 10.3

 

FIRST AMENDMENT

TO

LOAN AND SECURITY AGREEMENT

 

THIS FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “ Amendment ”) is made and entered into as of September 29, 2007, by and among INTRICON CORPORATION a Pennsylvania corporation (“ IntriCon ”), RESISTANCE TECHNOLOGY, INC., a Minnesota corporation (“ RTI ”), RTI ELECTRONICS, INC., a Delaware corporation (“ RTIE ”), and INTRICON TIBBETTS CORPORATION (formerly known as TI Acquisition Corporation), a Maine corporation (“ ITC ”) (each, a “ Borrower ”; collectively, the “ Borrowers ”), and LASALLE BANK NATIONAL ASSOCIATION, a national banking association (the “ Bank ”).

RECITALS:

A.        Borrowers and Bank are parties to a certain Loan and Security Agreement dated as of May 22, 2007 (the “ Loan Agreement ”). Capitalized terms not otherwise defined in this Amendment shall have the meanings assigned to them in the Loan Agreement.

B.        Borrowers have requested that Bank modify the Tangible Net Worth Covenant, and Bank has agreed to do so upon the terms and subject to the conditions set forth in this Amendment.

AGREEMENTS:

NOW, THEREFORE, in consideration of the premises herein set forth and for other good and valuable consideration, the nature, receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:

 

1.

Recitals . Borrowers and Bank agree that the Recitals set forth above are true and correct.


 

2.

Amendment to Tangible Net Worth Covenant .


a.          Restated Tangible Net Worth . Section 10.1 of the Loan Agreement is hereby amended and restated in its entirety to read as follows:

10.1      Tangible Net Worth . As of each of the measurement dates set forth in the chart below, the Borrowers shall maintain consolidated Tangible Net Worth in an amount not less than the amount set opposite such date in the chart below:

Measurement Date

Tangible Net Worth Requirement

September 30, 2007:

$4,700,000

December 31, 2007:

$5,000,000

March 31, 2008, and the last day of each fiscal quarter thereafter:

Tangible Net Worth Requirement as of the immediately preceding Measurement Date, plus fifty percent (50.00%) of the aggregate consolidated Net Income earned by the Borrowers and their respective Subsidiaries during the immediately preceding fiscal quarter, provided , however, that net losses incurred in any fiscal quarter shall not be subtracted in the determination of the Tangible Net Worth Requirement.

 

 




 

b.        Subject to Section 3 below, this Amendment shall be deemed effective as of September 30, 2007.

3.          Conditions Precedent . This Amendment shall become effective upon delivery to the Bank of the following, each in form and substance acceptable to the Bank:

a.        This Amendment, duly executed by Borrowers.

b.         With respect to each Borrower, a copy of the resolutions of the Board of Directors of such Borrower authorizing the execution, delivery and performance of this Amendment certified as true and accurate by an officer of such Borrower, along with a certificate of such officer which certifies that, except as disclosed in and attached to such certificate, there has been no amendment to either the Articles of Incorporation or the Bylaws of such Borrower since true and accurate copies of the same were last delivered and certified to Bank, and that said Articles of Incorporation and the Bylaws (i) remain in full force and effect as of the date of this Amendment, (ii) identify each officer of such Borrower authorized to execute this Amendment and any other instrument or agreement executed by such Borrower in connection with this Amendment, and (iii) set forth specimen signatures of each officer of such Borrower referred to above and identifies the office or offices held by such officer.

c.         Such other documents, instruments and agreements as Bank may reasonably require, and payment of all unpaid legal fees and expenses incurred by Bank through the date of this Amendment in connection with the Loan Agreement and this Amendment.

4.          Representations; No Default . Each Borrower represents and warrants that: (a) such Borrower has the power and legal right and authority to enter into this Amendment and has duly authorized the execution and delivery of this Amendment and other agreements and documents executed and delivered by such Borrower in connection herewith, (b) neither this Amendment nor the agreements contained herein contravene or constitute a Default or Event of Default under the Loan Agreement or a default under any other agreement, instrument or indenture to which such Borrower is a party or a signatory, or any provision of such Borrower’s Articles of Incorporation or Bylaws or, to the be


 
SITE SEARCH

AGREEMENTS / CONTRACTS

Document Title:

Entire Document: (optional)

Governing Law:(optional)


Try our advanced search >>
 

CLAUSES

Search Contract Clauses >>

Browse Contract Clause Library>>

Get Email Updates
Email:
This is only a partial view of this document. We have millions of legal documents and clauses drafted by top law firms. learn more search for free browse for free learn more