Exhibit 10.1


 





 


SIXTH MODIFICATION TO LOAN AND
SECURITY AGREEMENT


 


This
Sixth Modification to Loan and Security Agreement (this “Modification”) is
entered into by and between INFOSONICS CORPORATION and INFOSONICS DE MEXICO
S.A. DE C.V. (jointly and severally, individually and collectively “Borrower”)
and COMERICA BANK (“Bank”) as of this 5th day of August 2005,
at San Jose, California.


 


RECITALS


 


This
Modification is entered into upon the basis of the following facts and
understandings of the parties, which facts and understandings are acknowledged
by the parties to be true and accurate:


 


Bank
and Borrower previously entered into a Loan and Security Agreement (Accounts
and Inventory) dated August 20, 2002, which was subsequently modified
pursuant to those certain modification agreements dated March 13, 2003, August 19,
2003, March 4, 2004, March 29, 2004 and July 28, 2004.  The Loan and Security Agreement as so
modified, and as such may be otherwise modified, amended, restated,
supplemented, revised or replaced from time to time prior to the date hereof
shall collectively be referred to herein as the “Agreement.”


 


NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties agree as set forth below.


 


AGREEMENT


 


1.                                       Incorporation by Reference.  The Recitals and the documents referred to
herein are incorporated herein by this reference.  Except as otherwise noted, the terms not
defined herein shall have the meaning set forth in the Agreement.


 


2.                                       Modification to the Agreement.  Subject to the satisfaction of the conditions
precedent as set forth in Section 3 hereof, the Agreement is hereby
modified as set forth below.


 


A.                                   Section 1.11
of the Agreement is hereby amended by deleting it in its entirety and replacing
it with the following:


 


“1.11
Credit Limit shall mean Ten Million and 00/100 Dollars ($10,000,000.00).”


 


B.                                     In
Section 3.1 of the Agreement, the date “August 15, 2005” is hereby
deleted and replaced with “September 15, 2005.”


 





















 


3.                                       Legal Effect.


 


a.                                       Except
as specifically set forth in this Modification, all of the terms and conditions
of the Agreement remain in full force and effect.  Except as expressly set forth herein, the
execution, delivery, and performance of this Modification shall not operate as
a waiver of, or as an amendment of, any right, power or remedy of Bank under
the Agreement, as in effect prior to the date hereof.  Borrower ratifies and reaffirms the
continuing effectiveness of all promissory notes, guaranties, securities agreements,
mortgages, deeds of trust, environmental agreements and all other instruments,
documents and agreements entered into in connection with the Agreement.


 


b.                                      Borrower
represents and warrants that each of the representations and warranties
contained in the Agreement are true and correct as of the date of this
Modification, and that no Event of Default has occurred and is continuing.


 


c.                                       The
effectiveness of this Modification and each of the documents, instruments and
agreements entered into in connection with this Modification is conditioned
upon receipt by Bank of this Modification and any other documents which Bank
may require to carry out the terms.


 


4.                                       Miscellaneous Provisions.


 


a.                                       This
is an integrated Modification and supersedes all prior negotiations and
agreements regarding the subject matter hereof. 
All amendments hereto must be in writing and signed by the parties.


 


b.                                      This
Modification may be executed in two or more counterparts, each of which shall
be deemed an original, but all of which together shall constitute one
instrument.


 





















 


IN
WITNESS WHEREOF, the parties have agreed as of the date first set forth above.


 


 


	
  INFOSONICS
  CORPORATION

  	
  COMERICA
  BANK

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By: /s/ Joseph
  Ram

  	
   

  	
  By: /s/ Tomas
  Schmidt

  	
   

  
	
  Name: Joseph Ram

  	
  Name: Tomas
  Schmidt

  
	
  Title: CEO

  	
  Title: Vice President – Western Division

  
	
   

  	
   

  
	
   

  	
   

  
	
  INFOSONICS
  DE MEXICO S.V. DE C.V.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By: /s/ Joseph
  Ram

  	
   

  	
   

  
	
  Name: Joseph Ram

  	
   

  
	
  Title: CEO