Exhibit 10.1


 


SIXTH AMENDMENT TO Loan
AND SECURITY AGREEMENT

AND WAIVER




THIS SIXTH AMENDMENT
TO Loan AND SECURITY AGREEMENT AND WAIVER (this “Amendment”)
is made and entered into as of February 14, 2014, by and among INTRICON CORPORATION, a Pennsylvania corporation, INTRICON, INC.
(formerly known as Resistance Technology, Inc.), a Minnesota corporation, INTRICON TIBBETTS CORPORATION (formerly known as TI Acquisition
Corporation), a Maine corporation, and INTRICON DATRIX CORPORATION (formerly known as Jon Barron, Inc.) (d/b/a Datrix), a California
corporation (each, a “Borrower”; collectively, the “Borrowers”), and THE PRIVATEBANK AND
TRUST COMPANY, an Illinois banking corporation (the “Bank”).


RECITALS:


A.                 
The Borrowers and the Bank are parties to a certain Loan and Security Agreement dated as of
August 13, 2009, as amended by a First Amendment dated as of March 12, 2010, as further amended by a Second Amendment dated as
of August 12, 2011, as further amended by a Third Amendment dated as of March 1, 2012, as further amended by a Fourth Amendment
dated as of August 6, 2012 and as further amended by a Fifth Amendment dated December 21, 2012 (as so amended, the “Loan
Agreement”). All capitalized terms not otherwise defined herein shall have the meanings given to them in the Loan Agreement.


B.                 
The Borrowers have requested that the Bank (i) waive the Existing Defaults (defined below)
and (ii) amend certain provisions of the Loan Agreement, and the Bank has agreed to grant such waiver and so amend the Loan Agreement,
in each case upon the terms and subject to the conditions set forth in this Amendment.


AGREEMENTS:


NOW, THEREFORE, in
consideration of the mutual covenants and agreements hereinafter set forth, and for other good and valuable consideration, the
nature, receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:


Section
1.                     
Waiver.


(a)                
Description of Existing Defaults. Pursuant to Section 10.2 of the Loan Agreement,
the Borrowers are required to maintain a Leverage Ratio as of December 31, 2013 of not greater than 3.00 to 1.00 for the period
of twelve (12) consecutive calendar months then-ended. The Borrowers have informed the Bank that their actual Leverage Ratio as
of December 31, 2013 for the period of twelve (12) consecutive calendar months then-ended was 29.21 to 1.00. Such non-compliance
constitutes an Event of Default under Section 11.3 of the Loan Agreement (the “Leverage Default”). Pursuant
to Section 10.3 of the Loan Agreement, the Borrowers are required to maintain a Fixed Charge Coverage Ratio as of December
31, 2013 of not less than 1.15 to 1.00 for the period of twelve (12) consecutive calendar months then-ended. The Borrowers have
informed the Bank that their actual Fixed Charge Coverage Ratio as of December 31, 2013 for the period of twelve (12) consecutive
calendar months then-ended was (0.27) to 1.00. Such non-compliance constitutes an Event of Default under Section 11.3 of
the Loan Agreement (the “FCC Default”; and together with the Leverage Default, collectively, the “Existing
Defaults”).


 




    	 



    	 



    


(b)                
Waiver of Existing Defaults. The Borrowers have requested that the Bank waive the Existing
Defaults, and the Bank hereby grants such waiver upon the satisfaction by the Borrowers of all conditions precedent set forth in
Section 2 below. Except as expressly provided herein, all provisions of the Loan Agreement and the other Loan Documents
remain in full force and effect. The foregoing waiver shall not apply to any other or subsequent failure to comply with the Sections
identified above or any other provision of the Loan Agreement or the other Loan Documents, and shall not give rise to any course
of dealing or course of performance with respect to any future requests.


(c)                
Application of Divestiture Proceeds. Pursuant to Section 2.2(d) of the Loan
Agreement, the Borrowers are required to make a Term Loan Mandatory Prepayment concurrently with the receipt of any Net Cash Proceeds
from any Asset Disposition, in an amount equal to 100% of such Net Cash Proceeds. Pursuant to a letter from the Bank to the Borrowers
dated January 22, 2014, the Bank consented to an Asset Disposition by the Borrowers (the “Approved Disposition”).
The Borrowers have requested that the Bank waive the requirement that the Borrowers make a Term Loan Mandatory Prepayment with
the Net Cash Proceeds of the Approved Disposition, and the Bank hereby so consents, provided that 100% of the Net Cash Proceeds
of the Approved Disposition are promptly applied to the repayment of the outstanding Revolving Loans. It is understood and agreed
that the application of such Net Cash Proceeds will not reduce the Revolving Loan Commitment.


Section
2.                     
Delivery of Documents. At or prior to the execution of this Amendment, and as a condition
precedent to the effectiveness of this Amendment, the Borrowers shall have satisfied the following conditions and delivered or
caused to be delivered to the Bank the following documents each dated such date and in form and substance satisfactory to the Bank
and duly executed by all appropriate parties:


(a)                
This Amendment, duly executed by the 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 (i) certifies that 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
the Bank, and that said Articles of Incorporation or the Bylaws remain in full force and effect as of the date of this Amendment,
(ii) identifies 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) sets forth specimen signatures of each officer of such Borrower referred
to above and identifies the office or offices held by such officer.


(c)                
The Bank shall have received (i) an amendment and extension fee in the amount of $50,000,
which fee shall be non-refundable when paid and wholly earned when received; and (ii) reimbursement for its legal fees and other
expenses as described in Section 9 hereof.


(d)                
Such other documents or instruments as the Bank may reasonably require.


Section
3.                     
Amendments.


(a)                
Applicable Rates and Fees. The definitions of “Applicable Base Rate Margin,”
“Applicable LIBOR Rate Margin,” “Applicable LOC Fee” and “Applicable Non-Use Fee”
set forth in Section 1.1 of the Loan Agreement are hereby amended and restated in their entireties to read as follows:




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“Applicable
Base Rate Margin,” “Applicable LIBOR Rate Margin,” “Applicable LOC Fee” and “Applicable
Non-Use Fee” means, as of any date, the applicable per annum rate shown in the applicable column in the table set forth
below based on the then applicable Leverage Ratio:


	 	Revolving Loans	Term Loan	 
	Leverage Ratio	Applicable LIBOR Rate Margin	Applicable Base Rate Margin	Applicable LIBOR Rate Margin	Applicable Base Rate Margin	Applicable LOC Fee	Applicable Non-Use Fee
	≥ 3.00 to 1.00	3.50%	0.75%	4.00%	1.25%	3.50%	0.25%
	≥ 2.00 to 1.00 and < 3.00 to 1.00	3.00%	0.25%	3.50%	0.75%	3.00%	0.25%
	< 2.00 to 1.00	2.75%	0.00%	3.00%	0.25%	2.75%	0.25%


 


For purposes
of determining the Applicable LIBOR Rate Margin, the Applicable Base Rate Margin, the Applicable LOC Fee, and the Applicable Non-Use
Fee, the Leverage Ratio will be determined as of the end of each calendar quarter occurring during the term of this Agreement (the
end of each calendar quarter being a “Determination Date”) beginning with the calendar quarter ending June 30,
2014. On the Bank’s receipt of the financial statements required to be delivered to the Bank pursuant to Section 8.8,
the Applicable LIBOR Rate Margin, the Applicable Base Rate Margin, the Applicable LOC Fee, and the Applicable Non-Use Fee will
be subject to adjustment in accordance with the table set forth above based on the then Leverage Ratio so long as no Event of Default
is existing as of applicable Determination Date or as of the effective date of adjustment. The foregoing adjustment, if applicable,
to the Applicable LIBOR Rate Margin, the Applicable Base Rate Margin, the Applicable LOC Fee, and the Applicable Non-Use Fee will
become effective for LIBOR Rate Loans requested, the unpaid principal balance of Base Rate Loans outstanding, non-use fees accruing,
and fees due with respect to Letters of Credit issued or renewed, on and after the first day of the first calendar month following
delivery to the Bank of the financial statements required to be delivered to the Bank pursuant to Section 8.8 until the
next succeeding effective date of adjustment pursuant to this Agreement. Each of the financial statements required to be delivered
to the Bank must be delivered to the Bank in compliance with Section 8.8. If the Borrowers, however, have not timely delivered
their financial statements in accordance with Section 8.8, then, without limiting any of the rights and remedies available
to the Bank by reason of such noncompliance, at the Bank’s option, commencing on the date upon which such financial statements
should have been delivered in accordance with Section 8.8 and continuing until such financial statements are actually delivered
in accordance with Sections 8.8, it shall be assumed for purposes of determining the Applicable LIBOR Rate Margin, the Applicable
Base Rate Margin, the Applicable LOC Fee, and the Applicable Non-Use Fee that the Leverage Ratio was greater than or equal to 3.00
to 1.00 and the pricing associated with a Leverage Ratio of greater than or equal to 3.00 to 1.00 will be applicable on the then
applicable Determination Date. From the date of the Sixth Amendment to this Agreement to and including the first Determination
Date beginning with the calendar quarter ending June 30, 2014, (a) the Applicable LIBOR Rate Margin for Revolving Loans and the
Term Loan shall be 4.00%, (b) the Applicable Base Rate Margin for Revolving Loans and the Term Loan shall be 1.25%, (c) the Applicable
LOC Fee shall be 4.00%, and (d) the Applicable Non-Use Fee shall be 0.25%.


 




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(b)                
Borrowing Base. The definition of “Borrowing Base Amount” set forth in
Section 1.1 of the Loan Agreement is hereby amended and restated in its entirety to read as follows:


“Borrowing
Base Amount” shall mean:


(a)                
an amount
equal to eighty-five percent (85%) of the net amount (after deduction of such reserves and allowances as the Bank deems proper
and necessary in the exercise of its commercially reasonable judgment) of all Eligible Accounts of all Borrowers; provided,
however, that for all Eligible Accounts for which Medtronic, Inc., United Healthcare or any subsidiary thereof, is the Account
Debtor, the foregoing reference to 85% shall be deemed to be 90%; plus


(b)                
the lesser
of (i) an amount equal to fifty percent (50%) of the lower of cost or market value (after deduction of such reserves and allowances
as the Bank deems proper and necessary in the exercise of its commercially reasonable judgment) of all Eligible Inventory of all
Borrowers, and (ii) Three Million Five Hundred Thousand and 00/100 Dollars ($3,500,000.00).


(c)                
Net Income. The definition of “Net Income” set forth in Section 1.1
of the Loan Agreement is hereby amended and restated in its entirety to read as follows:


“Net
Income” shall mean, with respect to the Borrowers and their respective Subsidiaries for any period, the consolidated
net income (or loss) of the Borrowers and their respective Subsidiaries for such period as determined in accordance with GAAP,
excluding any gains or losses from Asset Dispositions, any extraordinary gains or losses and any gains or losses from discontinued
operations.


(d)                
Revolving Loan Maturity Date. The definition of “Revolving Loan Maturity Date”
set forth in Section 1.1 of the Loan Agreement is hereby amended and restated in its entirety to read as follows:


“Revolving
Loan Maturity Date” shall mean February 28, 2018, unless extended by the Bank pursuant to any modification, extension
or renewal note executed by the Borrowers and accepted by the Bank in its sole and absolute discretion in substitution for the
Revolving Note.


(e)                
Term Loan Maturity Date. The definition of “Term Loan Maturity Date” set
forth in Section 1.1 of the Loan Agreement is hereby amended and restated in its entirety to read as follows:


“Term
Loan Maturity Date” shall mean February 28, 2018, unless extended by the Bank pursuant to any modification, extension
or renewal note executed by the Borrowers and accepted by the Bank in its sole and absolute discretion in substitution for the
Term Note.


 




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(f)                 
Financial Covenants. Section 10 of the Loan Agreement is hereby amended and
restated in its entirety to read as follows:


“Section
10.                
FINANCIAL COVENANTS.


10.1                
[Intentionally
omitted]


10.2                
Funded
Debt to EBITDA. As of each of the measurement dates set forth in the chart below, the Borrowers and their respective consolidated
Subsidiaries shall maintain a ratio of: (a) consolidated Funded Debt as of such date, minus the aggregate collected cash
balance in Deposit Accounts of the Borrowers maintained with the Bank as of such date; to (b) consolidated EBITDA (the “Leverage
Ratio”) for the period of twelve (12) consecutive calendar months then-ended, plus, to the extent deducted in
calculating consolidated EBITDA for the applicable measurement period, (i) up to $230,000 in restructuring charges incurred during
the fiscal year ended December 31, 2013 and (ii) up to $50,000 in restructuring charges incurred during January 2014, of not greater
than the amount set forth opposite such measurement date in the chart below:


	Measurement Date	Maximum Leverage Ratio
	April 30, 2014	3.25 to 1.00
	June 30, 2014	2.75 to 1.00
	September 30, 2014	2.75 to 1.00
	December 31, 2014 and the last day of each calendar quarter ending thereafter	2.50 to 1.00


 


10.3                
Fixed
Charge Coverage. As of each of the measurement dates set forth in the chart below, for the period of twelve (12) consecutive
calendar months then-ended, the Borrowers and their respective consolidated Subsidiaries shall maintain a ratio (the “Fixed
Charge Coverage Ratio”) of: (a) the total of consolidated EBITDA for such period, minus the sum of all income
taxes paid in cash by the Borrowers on a consolidated basis, minus all Capital Expenditures of the Borrowers made during
such period which are not financed with Funded Debt, minus that portion of the aggregate cash payments made by the applicable
Borrower(s) in respect of the Subject Agreements and Applicable Agreements during such period that was not deducted as an expense
in arriving at Net Income for such period, plus, to the extent deducted in calculating consolidated EBITDA for the applicable
measurement period, (i) up to $230,000 in restructuring charges incurred during the fiscal year ended December 31, 2013 and (ii)
up to $50,000 in restructuring charges incurred during January 2014; to (b) the sum for such period of (i) Interest Charges
paid in cash, plus (ii) regularly scheduled payments made (and, without duplication, payments required to be made) in respect
of principal of Funded Debt (including the Term Loan, but excluding the Revolving Loans), plus (iii) all cash dividends
and distributions paid or declared in respect of Capital Securities of the Borrowers, of not less than the amount set forth opposite
such measurement date in the chart below:




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	Measurement Date	Minimum Fixed Charge

Coverage Ratio
	April 30, 2014	1.15 to 1.00
	June 30, 2014 and the last day of each calendar quarter ending thereafter	1.25 to 1.00


 


10.4                
Capital
Expenditures. The Borrowers shall not incur Capital Expenditures in an amount greater than $3,500,000 in the aggregate in Borrower’s
fiscal year ending December 31, 2014 or any fiscal year ending thereafter.”


(g)                
Form of Compliance Certificate. Exhibit 8.13 to the Loan Agreement is hereby
replaced with Exhibit 8.13 attached hereto.


Section
4.                     
Representations; No Default. Each Borrower represents and warrants that: (a) the representation
and warranties contained in Section 7 of the Loan Agreement are true and correct in all material respects, as though made
on the date hereof, except to the extent such representation and warranty, by its express terms, relates solely to a prior date,
and except that the representations and warranties contained in Section 7.26 of the Loan Agreement shall be true and correct
in all material respects, as though made on the date of the financial statements most recently delivered to the Bank pursuant to
Section 8.8(a) of the Loan Agreement; (b) 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; (c) neither this Amendment nor the agreements contained herein contravene or constitute
an Unmatured Event of 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 best of such Borrower’s knowledge, any other agreement or requirement of law, or result in the imposition
of any lien or other encumbrance on any of its property under any agreement binding on or applicable to such Borrower or any of
its property except, if any, in favor of the Bank; (d) no consent, approval or authorization of or registration or declaration
with any party, including but not limited to any governmental authority, is required in connection with the execution and delivery
by the Borrower of this Amendment or other agreements and documents executed and delivered by such Borrower in connection herewith
or the performance of obligations of such Borrower herein described, except for those which such Borrower has obtained or provided
and as to which such Borrower has delivered certified copies of documents evidencing each such action to the Bank; (e) no events
have taken place and no circumstances exist at the date hereof which would give such Borrower grounds to assert a defense, offset
or counterclaim to the obligations of such Borrower under the Loan Agreement or any of the other Loan Documents; (f) there are
no known claims, causes of action, suits, debts, liens, obligations, liabilities, demands, losses, costs and expenses (including
attorneys’ fees) of any kind, character or nature whatsoever, fixed or contingent, which such Borrower may have or claim
to have against the Bank, which might arise out of or be connected with any act of commission or omission of the Bank existing
or occurring on or prior to the date of this Amendment, including, without limitation, any claims, liabilities or obligations arising
with respect to the indebtedness evidenced by the Notes (as defined in the Loan Agreement); and (g) after giving effect to this
Amendment, no Unmatured Event of Default or Event of Default has occurred and is continuing under the Loan Agreement.


Section
5.                     
Affirmation; Further References. The Bank and each Borrower acknowledge and affirm
that the Loan Agreement, as hereby amended, is hereby ratified and confirmed in all respects and all terms, conditions and provisions
of the Loan Agreement (except as amended by this Amendment) and of each of the other Loan Documents shall remain unmodified and
in full force and effect. All references in any document or instrument to the Loan Agreement are hereby amended and shall refer
to the Loan Agreement as amended by this Amendment.




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Section
6.                     
Merger and Integration; Superseding Effect. This Amendment, from and after the date
hereof, embodies the entire agreement and understanding between the parties hereto and supersedes and has merged into it all prior
oral and written agreements on the same subjects by and between the parties hereto with the effect that this Amendment, shall control
with respect to the specific subjects hereof and thereof.


Section
7.                     
Severability. Whenever possible, each provision of this Amendment and any other statement,
instrument or transaction contemplated hereby or thereby or relating hereto or thereto shall be interpreted in such manner as to
be effective, valid and enforceable under the applicable law of any jurisdiction, but, if any provision of this Amendment or any
other statement, instrument or transaction contemplated hereby or thereby or relating hereto or thereto shall be held to be prohibited,
invalid or unenforceable under the applicable law, such provision shall be ineffective in such jurisdiction only to the extent
of such prohibition, invalidity or unenforceability, without invalidating or rendering unenforceable the remainder of such provision
or the remaining provisions of this Amendment or any other statement, instrument or transaction contemplated hereby or thereby
or relating hereto or thereto in such jurisdiction, or affecting the effectiveness, validity or enforceability of such provision
in any other jurisdiction.


Section
8.                     
Successors. This Amendment shall be binding upon the Borrowers, the Bank and their
respective successors and assigns, and shall inure to the benefit of the Borrowers, the Bank and to the respective successors and
assigns of the Bank.


Section
9.                     
Costs and Expenses. Each Borrower agrees to reimburse the Bank, upon execution of this
Amendment, for all reasonable out-of-pocket expenses (including attorneys’ fees and legal expenses of counsel for the Bank)
incurred in connection with the Loan Agreement, including in connection with the negotiation, preparation and execution of this
Amendment and all other documents negotiated, prepared and executed in connection with this Amendment, and in enforcing the obligations
of the Borrowers under this Amendment, and to pay and save the Bank harmless from all liability for, any stamp or other taxes which
may be payable with respect to the execution or delivery of this Amendment.


Section
10.                 
Headings. The headings of various sections of this Amendment have been inserted for
reference only and shall not be deemed to be a part of this Amendment.


Section
11.                 
Counterparts; Digital Copies. This Amendment may be executed in several counterparts
as deemed necessary or convenient, each of which, when so executed, shall be deemed an original, provided that all such counterparts
shall be regarded as one and the same document, and any party to this Amendment may execute any such agreement by executing a counterpart
of such agreement. A facsimile or digital copy (pdf) of this signed Amendment shall be deemed to be an original thereof.


Section
12.                 
Release of Rights and Claims. Each Borrower, for itself and its successors and assigns,
hereby releases, acquits, and forever discharges Bank and its successors and assigns for any and all manner of actions, suits,
claims, charges, judgments, levies and executions occurring or arising from the transactions entered into with Bank prior to entering
into this Amendment whether known or unknown, liquidated or unliquidated, fixed or contingent, direct or indirect which such Borrower
may have against Bank.




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Section
13.                 
Governing Law. This Amendment shall be governed by the internal laws of the State of
Minnesota, without giving effect to conflict of law principles thereof.


Section
14.                 
No Waiver. Except as expressly set forth in Section 1 hereof, nothing contained
in this Amendment (or in any other agreement or understanding between the parties) shall constitute a waiver of, or shall otherwise
diminish or impair, the Bank’s rights or remedies under the Loan Agreement or any of the other Loan Documents, or under applicable
law.


[Remainder of page intentionally blank;


signature page follows]


 


 


 


 


 


 


 


 


 


 


 


 


 


 




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


 


	 	BORROWERS:	 	
        INTRICON CORPORATION,

        a Pennsylvania corporation
	 
		 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	By	/s/ Scott Longval	 
	 	 	 	 	Scott Longval, Chief Financial Officer	 


 


 


	 	 	 	
        INTRICON, INC. (formerly known as Resistance

        Technology, Inc.), a Minnesota corporation
	 
		 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	By	/s/ Scott Longval	 
	 	 	 	 	Scott Longval, Chief Financial Officer	 


 


 


	 	 	 	
        INTRICON TIBBETTS CORPORATION

        (formerly known as TI Acquisition Corporation),

        a Maine corporation
	 
		 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	By	/s/ Scott Longval	 
	 	 	 	 	Scott Longval, Chief Financial Officer	 


 


 


	 	 	 	
        INTRICON DATRIX CORPORATION

        (formerly known as Jon Barron, Inc.) (d/b/a
        Datrix),

        a California corporation
	 
		 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	By	/s/ Scott Longval	 
	 	 	 	 	Scott Longval, Chief Financial Officer	 


 


 


	 	BANK:	 	
        THE PRIVATEBANK AND TRUST COMPANY,

        an Illinois banking corporation
	 
		 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	By	/s/ Seth Hove	 
	 	 	 	 	Seth Hove, Managing Director	 


 


 


 


 


[Signature
page to Sixth Amendment to Loan and Security Agreement and Wavier]