ex101rla.htm


    Exhibit
      10.1

     

    AMENDED
      AND RESTATED LOAN AGREEMENT

    


    This
      Amended and Restated Loan Agreement ("Agreement") is made and entered into
      as of
      December ___, 2007, by and between WACHOVIA BANK, NATIONAL
      ASSOCIATION, ("LENDER") and TECHNOLOGY RESEARCH
      CORPORATION
("BORROWER"), and amends and restates that certain Amended and Restated
      Loan Agreement dated December 22, 2005, as modified.

    


    BORROWER
      requested LENDER to modify the $6,000,000.00 credit facility originally extended
      to Borrower and to TECHNOLOGY
      RESEARCH CORPORATION/HONDURAS, S.A. DE C.V. ("Honduras") and to eliminate
      Honduras as a co-borrower on the Loan (the "Loan").  LENDER agreed to
      so modify the Loan provided that the parties enter into this
      Agreement.

     

    This
      Agreement shall govern the Loan which is now evidenced by a Promissory Note
      dated as of even date herewith from BORROWER in favor of LENDER in the stated
      principal amount of $6,000,000.00 ("Note").

     

    Relying
      upon the representations, warranties, agreements, and covenants herein
      contained, LENDER is willing to modify the Loan upon the terms and subject
      to
      the conditions hereinbefore and hereinafter set forth:

     

    1. REPRESENTATIONS
      AND
      WARRANTIES: Each BORROWER represents and warrants that:

     

    a. Financial
      Condition:  All financial statements and all other information
      heretofore furnished to LENDER are true and correct in all material respects,
      and fairly reflect the financial condition of BORROWER as of the dates
      thereof.  The financial statements disclose all contingent liabilities
      of each and every type and nature of BORROWER.  The financial
      condition as stated in said financial statements has not changed materially
      or
      adversely since the dates of the financial statements.

     

    b. Capacity
      and
      Standing:  The execution of this Agreement and Loan Documents,
      as that term is defined in the Note when executed, shall constitute the valid
      and binding obligations of BORROWER.

     

    c. Violation
      of Other
      Agreements:  The execution of the Loan Documents and the
      performance by BORROWER of its obligations thereunder, do not and will not
      violate any provision of law, or any agreement, indenture, note or other
      instrument binding upon BORROWER or give cause for the acceleration of any
      obligations of BORROWER.

     

    d. Insurance:  BORROWER
      shall maintain adequate insurance coverage on its businesses and
      properties.

     

    e. Authority:  BORROWER
      has received all required consents, authorizations, and approvals from and
      by
      any and all governmental bodies, commissions or agencies, state or federal,
      necessary to the making, validity, and enforceability of the Loan
      Documents.

     

    f. Asset
      Ownership:  BORROWER has good title to all of the assets
      reflected on its financial statements. All such assets are free and clear of
      mortgages, security deeds, pledges, liens, charges, and all other encumbrances,
      except as otherwise disclosed by the balance sheets and financial statements
      or
      in any title work provided to LENDER.

     

    g. Discharge
      of Liens and
      Taxes:  BORROWER has duly filed all tax returns required to be
      filed and has paid and discharged all taxes and assessments payable which have
      become due except to the extent that:  (i) such items are being
      appropriately contested in good faith and an adequate reserve for the payment
      thereof is being maintained; and (ii) such items are not yet due and
      payable.

     

    h. Regulation
      U:  None
      of the proceeds of the Loan shall be used directly or indirectly for the purpose
      of purchasing or carrying any stock in violation of any of the provisions of
      Regulation U of the Board of Governors of the Federal Reserve
      System.

     

    i. ERISA:  Each
      employee benefit plan, as defined in the Employee Retirement Income Security
      Act
      of 1974 ("ERISA"), maintained by BORROWER, if any, meets, as of the date hereof,
      the minimum funding standards of Section 302 of ERISA, all applicable
      requirements of ERISA and of the Internal Revenue Code of 1986, as amended,
      and
      no "Reportable Event" (as defined by ERISA) has occurred with respect to any
      such plan.

     

    2. AFFIRMATIVE
      COVENANTS:  Unless LENDER shall otherwise consent in writing,
      BORROWER covenants and agrees that from the date hereof and until satisfaction
      in full of each and every one of its obligations under the Loan Documents,
      that
      it shall:

     

    a. Deposit
      Relationship:  Maintain its primary deposit relationship with
      LENDER.

     

    b. Business
      Continuity:  Conduct its business in substantially the same
      manner and in substantially the same lines of business as such business is
      now
      and has heretofore been carried on and conducted.

     

    c. Regulations
      and
      Properties:  Materially comply with all applicable statutes,
      laws and regulations, maintain its existence in good standing and maintain,
      preserve and keep its properties and assets in good repair, working order and
      condition.

     

    d. Access
      to Books and
      Records:  After reasonable notice by LENDER, allow LENDER, or
      its agents, during normal business hours, to have access to books, records
      and
      such other documents as LENDER shall reasonably require, and allow LENDER to
      make copies thereof at LENDER'S expense.

     

    e. Compliance
      with Other
      Agreements:  Comply with all covenants, terms and conditions
      contained in the Loan Documents.

     

    3. NEGATIVE
      COVENANTS:  Unless LENDER shall otherwise consent in writing,
      BORROWER covenants and agrees that from the date hereof and until satisfaction
      in full of each and every one of its obligations under the Loan Documents,
      that
      it shall not:

     

    a. Change
      in Fiscal Year
      End:  Change its fiscal year end.

     

    b. Encumbrances/Debt:  Create,
      assume, or permit to exist any mortgage, security deed, deed of trust, pledge,
      lien, charge or other encumbrance on any of its assets other
      than:  (i) security interests required by the Loan Documents; (ii)
      liens for taxes contested in good faith; (iii) liens accruing by law for
      employee benefits; (iv) or liens otherwise permitted by LENDER in writing or
      incur any additional debt.

     

    c. Guarantees:  Guarantee
      or otherwise become responsible for the obligations of any other person or
      entity who is not a guarantor of the Loan.

     

    d. Judgment
      Entered:  Permit the entry of any monetary judgment or the
      assessment against, the filing or any tax lien against, or the issuance of
      any
      writ of garnishment or attachment against any property of or debts
      due.

     

    e. Investments:  Shall
      not purchase any stock, securities, or evidence of indebtedness of any other
      person or entity except investments in direct obligations of the United States
      Government and certificates of deposit of United States commercial banks having
      a tier 1 capital ratio of not less than 6% and then in an amount not exceeding
      10% of the issuing bank's unimpaired capital and surplus.

     

    f. Loans
      and
      Advances:  During any fiscal year, make loans or advances to
      any related person or related entity.

     

    g. Limitation
      on
      Debt:  Directly or indirectly, create, assume or become liable
      for any debt, contingent or direct, other than obligations to LENDER or approved
      seller financing, other than purchase money debt.

     

    4. FINANCIAL
      COVENANTS:

     

    a. Annual
      Financial
      Statements:  Deliver to LENDER within 120 days after the close
      of each fiscal year, audited financial statements reflecting its operations
      during such fiscal year, including without limitation, a balance sheet, profit
      and loss statement and statement of cash flows, with supporting schedules,
      all
      in reasonable detail.  The statements shall be audited by a certified
      public accountant selected by BORROWER and acceptable to LENDER.  Any
      qualification placed upon the audit may render the financial statement
      unacceptable to LENDER.

     

    b. Periodic
      Financial
      Statements.  Deliver to LENDER within 45 days after the close
      of each fiscal quarter, management prepared financial statements reflecting
      its
      operations during such fiscal quarter, including without limitation, a balance
      sheet, profit and loss statement and statement of cash flows, with supporting
      schedules, all in reasonable detail.  Said statements shall be
      certified to LENDER in writing as being true, correct, and complete by the
      chief
      financial officer of BORROWER.

     

    c. Total
      Liabilities to Tangible Net
      Worth Ratio:  Shall at all times maintain an a
      consolidated basis a Total Liabilities to Tangible Net Worth Ratio, of not
      more
      that 1.00 to 1.00, measured quarterly.  For purposes of this
      computation, "Total Liabilities" shall mean all liabilities of Borrower
      including capitalized leases and all reserves for deferred taxes and other
      deferred sums appearing on the liabilities side of a balance sheet of Borrower,
      in accordance with generally accepted accounting principles applied on a
      consistent basis.  "Tangible Net Worth" shall mean total assets minus
      total liabilities.  For purposes of this computation, the aggregate
      amount of any intangible assets including, without limitation, goodwill,
      franchises, licenses, patents, trademarks, trade names, copyrights, service
      marks, and brand names, and any loans or advances to affiliates, officers or
      shareholders shall be subtracted from total assets, and total liabilities shall
      include debt fully subordinated to LENDER on terms and conditions acceptable
      to
      Bank.

     

    d. Fixed
      Charge Coverage
      Ratio:  Maintain on a consolidated basis, a minimum Fixed
      Charge Coverage Ratio of 1.50 to 1.00, measured quarterly, on a rolling
      four-quarter basis.  For purposes of this computation, "Fixed Charge
      Coverage Ratio" means the sum of after-tax income plus depreciation and
      amortization plus lease expense plus interest expense less dividends and
      non-cash income, divided by the sum of lease expense plus interest expense
      plus
      current maturities of long-term debt.

     

    e. Accounts
      Receivable
      Aging:  Shall furnish to LENDER, within 120 days after the end
      of each fiscal year, a detailed and accurate listing and aging of all of
      BORROWER'S accounts receivable by total, as of the last day of the year, and
      a
      summary aging of accounts by customer and customer address, and a reconciliation
      statement.  Said aging shall also include the original date of
      invoice.

     

    f. Inventory
      Reports:  Shall furnish to LENDER within 120 days after the end
      of each fiscal year, an inventory report showing individual values for raw
      materials, work-in-progress, goods, and finished products and any inventory
      obsolescence.

     

    g. SEC
      Filing:  Shall
      furnish to LENDER within 10 days of filing, copies of all filings with the
      Securities and Exchange Commission, including but not limited to 10-Q and 10-K
      reports, in the same manner and time frame as required by the Securities and
      Exchange Commission.

     

    h. Other
      Financial
      Information:  Deliver, promptly, such other information
      regarding its operation and business affairs and its financial condition which
      LENDER may reasonably request.  BORROWER shall at all times maintain
      books and records reflecting its financial condition including, but not limited
      to the operation of its businesses.

     

    5. LETTERS
      OF
      CREDIT.  Upon the request of BORROWER, LENDER shall issue
      commercial Letters of Credit and standby Letters of Credit, provided, the
      aggregate amount available to be drawn under all commercial Letters of Credit
      plus the aggregate amount of unreimbursed drawings under all commercial Letters
      of Credit at any one time does not exceed $6,000,000.00, and the aggregate
      amount available to be drawn under all standby Letter of Credit plus the
      aggregate amount of unreimbursed drawings under all standby Letters of Credit
      at
      any one time does not exceed $6,000,000.00, and further provided, no commercial
      Letter of Credit shall expire more than 180 days after the date it is issued
      and
      no standby Letter of Credit shall expire more than 365 days after the date
      it is
      issued.  Notwithstanding anything to the contrary contained herein,
      the aggregate outstanding principal balance of Advances (as defined in the
      line
      of credit Promissory Note in the amount of $6,000,000.00, dated as of even
      date
      herewith) plus the aggregate amount available to be drawn under all Letters
      of
      Credit plus the aggregate amount of unreimbursed drawings under all Letters
      of
      Credit at any one time shall note exceed $6,000,000.00.  LENDER'S
      obligation to issue Letters of Credit shall terminate if Borrower is in default
      (however denominated) under the Note or the other Loan Documents, or in any
      case, if not sooner terminated, on September 30, 2008 unless renewed or extended
      by LENDER in writing upon such terms then satisfactory to LENDER.

     

    6. LETTER
      OF CREDIT
      FEES.  BORROWER shall pay to LENDER, at such times as LENDER
      shall require, LENDER'S standard fees in connection with Letters of Credit,
      as
      in effect from time to time, and with respect to standby Letters of Credit,
      an
      additional fee equal to 1.00% per annum on the face amount of each standby
      Letter of Credit, payable annually, in advance, for so long as such Letter
      of
      Credit is outstanding.

     

    7. CONDITIONS
      PRECEDENT:  The obligations of LENDER to make the Loan and
      advances pursuant to this Agreement are subject to the following conditions
      precedent (unless the documents required have been previously privileged) as
      well as those set forth in any commitment letter or term sheet governing the
      Loans:

     

    a. Resolution:  Certified
      copies of resolutions of BORROWER authorizing the
      execution, delivery and performance of the Loan Documents.

     

    b. Charter
      Documents:  Receipt of a copy of the organizational documents
      of BORROWER.

     

    c. Additional
      Documents:  Receipt by LENDER of such additional supporting
      documents as LENDER or its counsel may reasonably request.

     

    d. Non-Default:  At
      the
      time of any borrowings hereunder, BORROWER shall be in compliance with the
      Loan
      Documents, and no event of default as specified in the Loan Documents or any
      event which upon notice or lapse of time or both would constitute such an event
      of default shall have occurred and be continuing at the time of such
      borrowing.

     

    8. SECURITY:  The
      obligations of BORROWER pursuant to the Loan Documents are secured by all
      business (non-real estate) assets of BORROWER, including but not limited to
      100%
      of the non-voting stock and 65% of the voting stock of TECHNOLOGY RESEARCH CORPORATION
      /
      HONDURAS, S.A. DE C.V.

     

    a. Perfection:  LENDER'S
      security interest as above described must be properly perfected, and BORROWER
      agrees to execute all documents necessary to effectuate such perfection,
      including but not limited to financing statements and to reimburse LENDER for
      all expenses incurred in the perfection of such security interest.

     

    9. EVENTS
      OF
      DEFAULT:  The occurrence of any breach of any representation,
      warranty or covenant contained herein shall, in addition to the events of
      default in the Note, and all of the other Loan Documents, constitute an event
      of
      default hereunder.

     

    10. REMEDIES
      UPON
      DEFAULT:  In the event of the occurrence of any events of
      default, then LENDER may at any time thereafter, at its option, shall have
      all
      the remedies afforded to it pursuant to the Note and all of the other Loan
      Documents.

     

    11. MISCELLANEOUS
      PROVISIONS:

     

    a. Indirect
      Means:  Any
      act which BORROWER is prohibited from doing shall not be done indirectly through
      a subsidiary or by any other indirect means.

     

    b. Non-Impairment:  If
      any one or more provisions contained in the Loan Documents shall be held
      invalid, illegal or unenforceable in any respect, the validity, legality and
      enforceability of the remaining provisions contained in the Loan Documents,
      shall not in any way be affected or impaired thereby and the Loan Documents
      shall otherwise remain in full force and effect.

     

    c. Applicable
      Law:  The
      Loan Documents shall be construed in accordance with and governed by the laws
      of
      the State of Florida.

     

    d. Waiver:  Neither
      the
      failure nor any delay on the part of LENDER in exercising any right, power,
      or
      privilege granted pursuant to the Loan Documents, shall operate as a waiver
      thereof, nor shall a single or partial exercise thereof preclude any other
      or
      further exercise or the exercise of any other right, power or
      privilege.

     

    e. Modification:  No
      modification, amendment, or waiver of any provision of the Loan Documents shall
      be effective unless in writing and signed by LENDER, it being acknowledged
      by
      the parties hereto that all terms, conditions and covenants therein and herein
      contained are deemed to be material and relied upon by LENDER.

     

    f. Stamps
      and
      Fees:  BORROWER shall pay all federal or state stamps or taxes,
      or other fees and charges, if any, payable or determined to be payable by reason
      of the execution, delivery or issuance of the Loan Documents; whether they
      be
      payable upon execution or recurring from time to time, and BORROWER agrees
      to
      indemnify and hold LENDER harmless against any and all liability in respect
      therefor.

     

    g. Attorney's
      Fees:  In
      connection with any litigation or arbitration pertaining to this Agreement
      the
      prevailing party shall be entitled to recover from the non-prevailing party
      all
      of the prevailing party's reasonable fees and costs, including without
      limitation, reasonable arbitration, paralegals', attorneys' and experts' fees
      and expenses, whether incurred without the commencement of a suit, in any suit,
      arbitration, or administrative proceeding, or in any appellate or bankruptcy
      proceeding.

     

    h. Interest:  Notwithstanding
      anything contained in the Loan Documents to the contrary, if for any reason
      the
      effective rate of interest on any advances shall exceed the maximum lawful
      rate
      of interest, the effective rate of interest shall be deemed reduced to and
      shall
      be such maximum lawful rate, and any sums of interest which have been collected
      in excess of such maximum lawful rate shall be applied by LENDER as a credit
      against the unpaid principal amount due thereunder.

     

    i. Assignment:  This
      Agreement shall be binding upon the parties and their respective successors
      and
      assigns however, nothing contained herein shall be construed as allowing
      BORROWER the right to assign its obligations under the Loan
      Documents.  LENDER'S interest in the Loan Documents, the Loan, and
      Property, and its rights hereunder are freely assignable, in whole or in
      part.

     

    j. Notices:  Any
      notices or other communications required or permitted to be given hereunder
      must
      be given in writing and personally delivered or mailed by prepaid certified
      or
      registered mail to the addresses first set forth above.  Any such
      notice or other communication shall be deemed to have been given (whether
      actually received or not) on the third business day after it has been put into
      the United States Mail with appropriate postage affixed thereon or on the day
      it
      is personally delivered as aforesaid, or, if transmitted by telecopier, on
      the
      day that such notice is transmitted as aforesaid; provided, however, that any
      notice sent by telecopier after 5:00 p.m. shall be deemed received on the next
      succeeding day.  Any party may change its address for purposes of this
      Agreement by giving notice of such change in writing to the other party pursuant
      to this provision.

     

    BORROWER
      AND LENDER HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE THE RIGHT
      EITHER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON,
      OR
      ARISING OUT OF, UNDER, OR IN CONNECTION WITH THIS AGREEMENT AND ANY AGREEMENT
      TO
      BE EXECUTED IN CONJUNCTION HEREWITH OR ANY COURSE OF CONDUCT, COURSE OF DEALING,
      STATEMENT (WHETHER VERBAL OR WRITTEN) OR ACTION OF EITHER PARTY.  THIS
      PROVISION IS A MATERIAL INDUCEMENT FOR LENDER'S ACCEPTANCE OF THIS AGREEMENT
      FROM BORROWERS.

     

    BORROWER
      and LENDER agree that they shall not have a remedy of punitive or exemplary
      damages against the other and hereby waive any right or claim to punitive or
      exemplary damages they have now or which may arise in the future.

     

    IN
      WITNESS WHEREOF, the parties have caused this Agreement to be duly executed
      all
      as of the day and year first above written.

     

    
      	
              WACHOVIA
                BANK, NATIONAL

              ASSOCIATION

              
              

              
              

              By:______________________________

                  
                Mark Dawson,

                   As
                a Senior Vice President

            	
              TECHNOLOGY
                RESEARCH CORPORATION,

              A
                Florida Corporation

              
              

              
              

              By:
                _______________________________

                    Owen
                Farren,

                    As
                its President