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:
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1.
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Recitals . Borrowers
and Bank agree that the Recitals set forth above are true and
correct.
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2.
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Amendment to Tangible Net Worth
Covenant .
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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:
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Measurement Date
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Tangible Net Worth Requirement
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September 30, 2007:
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$4,700,000
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December 31, 2007:
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$5,000,000
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March 31, 2008, and the last day of each fiscal
quarter thereafter:
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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.
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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
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