Exhibit 10.2 to IntriCon Corporation Form 10-Q for quarter ended September 30, 2009



Exhibit 10.2 


REVOLVING NOTE


	
  

 	
  

 
	
 $8,000,000

 	
 Minneapolis, Minnesota

 August 13, 2009 

 


          FOR VALUE
RECEIVED, the undersigned, INTRICON CORPORATION, a Pennsylvania corporation,
INTRICON, INC. (formerly known as Resistance Technology, Inc.), a Minnesota
corporation, RTI ELECTRONICS, INC., a Delaware corporation, INTRICON TIBBETTS
CORPORATION (formerly known as TI Acquisition Corporation), a Maine
corporation, and JON BARRON, INC. (d/b/a Datrix), a California corporation
(each a “Borrower” and collectively, the “Borrowers”), hereby JOINTLY AND
SEVERALLY promise to pay to the order of THE PRIVATEBANK AND TRUST COMPANY, a
an Illinois state banking corporation (the “Bank”), on the Revolving Loan
Maturity Date, or other due date or dates determined under the Loan Agreement
hereinafter referred to, the principal sum of EIGHT MILLION AND NO/100 DOLLARS
($8,000,000), or if less, the then aggregate unpaid principal amount of the
Revolving Loans (as such terms are defined in the Loan Agreement) as may be
borrowed by the Borrowers (or any of them) under the Loan Agreement. 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 Revolving Loans,
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 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 1415, Minneapolis, MN 55402, or at
such other place as may be designated by the Bank to the Borrowers in writing. 


          This Note
is the Revolving Note referred to in, and evidences indebtedness incurred
under, a Loan and Security Agreement dated as of August 13, 2009 (herein, as it
may be amended, modified or supplemented from time to time, called 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.  


          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. 


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


	
  

 	
  

 	
  

 	
  

 
	
 BORROWERS:

 	
 INTRICON
 CORPORATION

 
	
  

 	
 a
 Pennsylvania corporation

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By: 

 	
 /s/ Scott
 Longval



 	
  

 
	
  

 	
 Name:   Scott
 Longval

 	
  

 
	
  

 	
 Title:     Chief
 Financial Officer

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 INTRICON,
 INC. (formerly known as Resistance

 
	
  

 	
 Technology,
 Inc.), a Minnesota corporation

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By: 

 	
 /s/ Scott
 Longval



 	
  

 
	
  

 	
 Name:   Scott
 Longval

 	
  

 
	
  

 	
 Title:     Chief
 Financial Officer

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 RTI
 ELECTRONICS, INC.

 	
  

 
	
  

 	
 a Delaware
 corporation

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By: 

 	
 /s/ Scott
 Longval



 	
  

 
	
  

 	
 Name:   Scott
 Longval

 	
  

 
	
  

 	
 Title:     Chief
 Financial Officer

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 INTRICON
 TIBBETTS CORPORATION

 
	
  

 	
 (formerly
 known as TI Acquisition Corporation),

 
	
  

 	
 a Maine
 corporation

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By: 

 	
 /s/ Scott
 Longval



 	
  

 
	
  

 	
 Name:   Scott
 Longval

 	
  

 
	
  

 	
 Title:     Chief
 Financial Officer

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 JON BARRON,
 INC. (d/b/a Datrix),

 
	
  

 	
 a California
 corporation

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By: 

 	
 /s/ Scott
 Longval



 	
  

 
	
  

 	
 Name:   Scott
 Longval

 	
  

 
	
  

 	
 Title:     Chief
 Financial Officer

 	
  

 


SIGNATURE PAGE TO REVOLVING NOTE