Exhibit 10.1


 


SECOND AMENDMENT TO LOAN AGREEMENT 


 


This SECOND AMENDMENT TO LOAN AGREEMENT
(this “Amendment”) is made this 8th day of January, 2021 by and among MidCap Business Credit LLC,
a Texas limited liability company, the secured party hereunder (hereinafter called “Lender”), BLONDER TONGUE
LABORATORIES, INC., a Delaware corporation (together with its successors and permitted assigns, “Borrower”),
R. L. DRAKE HOLDINGS, LLC, a Delaware limited liability company (together with its permitted successors and assigns, “Drake”),
and BLONDER TONGUE FAR EAST, LLC, a Delaware limited liability company (together with its permitted successors and assigns, “Far
East”). Each of Borrower, Drake and Far East are individually referred to herein as a “Loan Party”
and individually, collectively, jointly and severally, the “Loan Parties”.


 


WHEREAS, the Loan Parties and Lender have
entered that Loan and Security Agreement (All Assets) dated as of October 25, 2019, as amended by that certain Consent and Amendment
to Loan Agreement and Loan Documents, dated as of April 7, 2020 (as amended, the “Loan Agreement”).


 


WHEREAS, Borrower has requested that the
Loan Agreement be amended to, among other things, modify the definition of “Minimum EBITDA Covenant Trigger Event”
as described therein, and Lender is willing to make such modifications to the Loan Agreement, subject to the terms and conditions
set forth herein.


 


NOW THEREFORE, in consideration of the foregoing
premises and the mutual benefits to be derived by the Loan Parties and Lender from a continuing relationship under the Loan Agreement
and Loan Documents and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the
parties hereto agree as follows:


 


1. Defined
Terms. Capitalized terms used in this Amendment which are defined in the Loan Agreement shall have the same meanings as
defined therein, unless otherwise defined herein.


 


2.  Amendment
to Loan Agreement. Effective retroactively to and as of December 1, 2020, the term “Minimum EBITDA Covenant Trigger
Event” in Section 22(p) of the Loan Agreement is amended and restated in its entirety, as follows:


 


“Minimum
EBITDA Covenant Trigger Event” means the failure of the Loan Parties to maintain Excess Availability in an amount equal to
$400,000 or more (i) for any seven (7) Business Days in the month of December 2020 (whether such failure occurs on seven (7) consecutive
Business Days or not), (ii) for any twelve (12) Business Days during the month of January 2021 (whether such failure occurs on
twelve (12) consecutive Business Days or not), (iii) for any seven (7) Business Days in the month of February 2021 (whether such
failure occurs on seven (7) consecutive Business Days or not) and (iv) for any three (3) Business Days in any subsequent calendar
month (whether such failure occurs on three (3) consecutive Business Days or not). 


 


3. Amendment
Fee. Borrower agrees to pay Lender as of the date hereof a fully earned, non-refundable fee in the amount of $5,000 in
consideration of the execution by Lender of this Amendment (“Amendment Fee”).


 


4. Conditions
to Closing. The willingness of Lender to enter into this Amendment shall be subject to the condition precedent that Lender
shall have received all of the following, each in form and substance satisfactory to Lender:


 


		(a)	This Amendment properly executed and delivered, and



 






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(b) Payment
by Borrower of the Amendment Fee.


 


5.  Representations
and Warranties. Each Loan Party represents and warrants to Lender that such Loan Party has the full power and authority
to execute, deliver and perform its obligations under, this Amendment and the execution and delivery of this Amendment have been
duly authorized by all necessary action of the stockholders, directors, members and managers, as applicable, of such Loan Party.


 


6.  Release
and Confirmation. Each Loan Party hereby (i) reaffirms that it remains indebted to Lender without defense, counterclaim
or offset and, assuming effectiveness of this Amendment, no default or Event of Default has occurred or exists under the Loan Documents,
(ii) restates, and reaffirms, all of its covenants, representations and warranties set forth in the Loan Documents to the same
extent as if fully set forth herein and each Loan Party hereby certifies that after giving effect to this Amendment, all such covenants,
representations and warranties are true and accurate as of the date hereof and (iii) acknowledges and warrants that it does not
have any claims, actions or causes of action whatsoever in law or in equity against Lender, its’ officers, directors, employees,
agents, successors, subsidiaries, related companies or attorneys (for the purpose of this paragraph, collectively referred to herein
as the “Lenders”) or any of them, in connection with or related to or arising from any and all transactions with Lenders,
whether known or unknown, including, but not limited to, the loans, through the date of this Amendment, and each Loan Party for
good and valuable consideration hereby waives, remises, releases and discharges any and all rights with respect to such claims,
additions or causes of action, if any.


 


7.  Counterparts.
This Amendment may be executed in one or more counterparts, each of which when so executed and delivered shall be deemed to be
an original and all of which taken together shall constitute but one and the same agreement. Counterpart signature pages to this
Amendment transmitted by facsimile transmission, by electronic mail in “portable document format” (“.pdf”)
form, or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, will have
the same effect as physical delivery of the paper document bearing an original signature.


 


8.  References.
Upon and after the date of this Amendment all references to the Loan Agreement in the Loan Documents, or in any related document,
shall mean the Loan Agreement as amended by this Amendment. Except as expressly provided in this Amendment, the execution and delivery
of this Amendment does not and will not amend, modify or supplement any provision of, or constitute a consent to or a waiver of
any noncompliance with the provisions of the Loan Agreement, and, except as specifically provided in this Amendment, the Loan Agreement
shall remain in full force and effect in accordance with the respective terms thereof.


 


9.  Loan
Documents Ratified. This Amendment is executed as an instrument under seal and shall be governed by and construed in accordance
with the laws of the State of Connecticut without regard to its conflicts of law rules. All parts of the Loan Agreement and the
other Loan Documents, not affected by this Amendment are hereby ratified and affirmed in all respects, provided that if
any provision of the Loan Documents shall conflict or be inconsistent with this Amendment, the terms of this Amendment shall supersede
and prevail.


 


10. Costs
and Expenses. Each Loan Party hereby reaffirms its agreement under the Loan Agreement to pay or reimburse Lender on demand
for all costs and expenses incurred by Lender in connection with the Loan Documents, including without limitation all reasonable
fees and disbursements of legal counsel. Without limiting the generality of the foregoing, each Loan Party specifically agrees
to pay all fees and disbursements of counsel to Lender for the services performed by such counsel in connection with the preparation
of this Amendment and the documents and instruments incidental hereto. Each Loan Party hereby agrees that Lender may, at any time
or from time to time in its sole discretion and without further authorization by the Loan Party, make a loan to Borrower under
the Loan Agreement, or apply the proceeds of any loan, for the purpose of paying any such fees, disbursements, costs and expenses.


 


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IN WITNESS WHEREOF, the parties have executed this Amendment
under seal as of the day and year first above written.


 


	 	BORROWER:
	 	 	 	 
	 	 	BLONDER TONGUE LABORATORIES, INC.
	 	 	 	 
	 	 	By:	
	 	 	Name:	Eric Skolnik
	 	 	Title: 	Senior Vice President and Chief Financial Officer
	 	 	 	 
	 	OTHER LOAN PARTIES:
	 	 	 	 
	 	 	BLONDER TONGUE FAR EAST, LLC
	 	 	 	 
	 	 	By:	
	 	 	Name:	Eric Skolnik
	 	 	Title: 	Senior Vice President and Chief Financial Officer
	 	 	 	 
	 	 	R. L. DRAKE HOLDINGS, LLC
	 	 	 	 
	 	 	By:	
	 	 	Name:	Eric Skolnik
	 	 	Title: 	Senior Vice President and Chief Financial Officer
	 	 	 	 
	 	LENDER:
	 	 	 	 
	 	 	MIDCAP BUSINESS CREDIT LLC
	 	 	 	 
	 	 	By:	
	 	 	Name: 	Peter F. Rutigliano
	 	 	Title: 	Executive Vice President


 


[Second Amendment to Loan Agreement]


 


 


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