Exhibit 10.14.5


 


AMENDED AND RESTATED TERM NOTE


 


		$6,500,000	Minneapolis, Minnesota



 December 15, 2017


 


FOR VALUE RECEIVED,
the undersigned, INTRICON CORPORATION, a Pennsylvania corporation, INTRICON, INC., a Minnesota corporation, I-MANAGEMENT, LLC,
a Minnesota limited liability company, and HEARING HELP EXPRESS, INC., an Illinois corporation (each, a “Borrower”;
collectively, the “Borrowers”), hereby JOINTLY AND SEVERALLY promise to pay to the order of CIBC BANK USA (formerly
known as The PrivateBank and Trust Company), the principal sum of SIX MILLION FIVE HUNDRED THOUSAND AND NO/100 DOLLARS ($6,500,000),
payable in periodic installments on the dates and in the amounts set forth in the Loan Agreement (as hereinafter defined), with
one final balloon payment on the Term Loan Maturity Date. The actual amount due and owing from time to time hereunder shall be
evidenced by Bank’s records of receipts and disbursements with respect to the Term Loan, which shall, absent manifest error,
be conclusive evidence of such amount.


 


Each Borrower further
promises to pay interest on the aggregate unpaid principal amount hereof at the rates provided in the Loan Agreement from the date
hereof until payment in full hereof. Accrued interest shall be payable on the dates specified in the Loan Agreement.


 


All payments of principal
and interest under this Amended and Restated Term Note (the “Note”) shall be made in lawful money of the United
States of America in immediately available funds at the Bank’s office at 50 South 6th Street, Suite 1400, Minneapolis, MN
55402, or at such other place as may be designated by the Bank to the Borrowers in writing.


 


This Note is the Term
Note referred to in, and evidences indebtedness incurred under, a Loan and Security Agreement dated as of August 13, 2009 (as previously
amended, as further amended on or about the date hereof and as the same may be hereafter further amended, modified or supplemented
from time to time, the “Loan Agreement”), among the Borrowers and the Bank, to which Loan Agreement reference
is made for a statement of the terms and provisions thereof, including those under which the Borrowers are permitted and required
to make prepayments and repayments of principal of such indebtedness and under which such indebtedness may be declared to be immediately
due and payable. Capitalized terms used here and not otherwise defined herein have the meanings ascribed to them in the Loan Agreement.


 


All parties hereto,
whether as makers, endorsers or otherwise, severally waive presentment, demand, protest and notice of dishonor in connection with
this Note.


 


This Note is made under
and governed by the internal laws of the State of Minnesota.


 


This Note amends, restates
and replaces, but does not evidence repayment of or constitute a novation with respect to, that certain Third Amended and Restated
Term Note, dated April 15, 2016 made payable jointly and severally by the Borrowers to the order of the Bank in the original principal
amount of $6,000,000.00.


 


[REMAINDER OF PAGE LEFT
INTENTIONALLY BLANK]


 



     


     


    

 


IN WITNESS WHEREOF,
the undersigned have caused this Note to be executed as of the date first set forth above.


 





	 	INTRICON CORPORATION, 
	 	a Pennsylvania corporation
	 	 	 
	 	By: 	/s/ Scott Longval
	 	Name: Scott Longval
	 	Title: Chief Financial Officer
	 	 	 
	 	INTRICON, INC., 
	 	a Minnesota corporation 
	 	 	 
	 	By: 	/s/ Scott Longval
	 	Name: Scott Longval
	 	Title: Chief Financial Officer
	 	 	 
	 	I-MANAGEMENT, LLC, 
	 	a Minnesota limited liability company
	 	 	 
	 	By: 	/s/ Scott Longval
	 	Name: 	 
	 	Title: 	 
	 	 	 
	 	HEARING HELP EXPRESS, INC., 
	 	an Illinois corporation
	 	 	 
	 	By: 	/s/ Scott Longval
	 	Name: 	 
	 	Title: 	 



  


[Amended and Restated Term Note]