Exhibit 10.2


 





 


SEVENTH MODIFICATION TO LOAN AND
SECURITY AGREEMENT


 


This
Seventh 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 10th day of August 2005.


 


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, July 28, 2004 and August 5,
2005 (as modified, amended, supplemented, or revised from time to time, 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 Note or Agreement.


 


2.                                       Modification to the Agreement.  The Agreement is hereby modified as set forth
below:


 


A.                                   Subsection 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 Twelve Million Five
Hundred Thousand and 00/100 Dollars ($12,500,000.00).”


 


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 thereof.


 


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.A. DE C.V.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:  /s/ Joseph Ram

  	
   

  	
   

  
	
  Name:  Joseph Ram

  	
   

  
	
  Title:  CEO