Exhibit 4.5 to IntriCon Corporation Form 10-K dated December 31, 2004



Exhibit 4.5 



Return
after filing to:
Wachovia Bank, National
Association
PA 1246
123 South Broad Street
Philadelphia, PA 19109
Attn:
Kathleen M. Hedrich, V.P. 





FIFTH AMENDMENT TO
MORTGAGE, SECURITY AGREEMENT
AND FIXTURE FINANCING STATEMENT  




        THIS
FIFTH AMENDMENT TO MORTGAGE, SECURITY AGREEMENT AND FIXTURE FINANCING STATEMENT (the
“Amendment”), made as of March 30, 2005, is by and between WACHOVIA BANK,
NATIONAL ASSOCIATION, formerly known as First Union National Bank, a national banking
association, with offices located at Broad and Walnut Streets, Philadelphia, Pennsylvania
19109 (the “Mortgagee”) and RESISTANCE TECHNOLOGY, INC., a Minnesota corporation
having its principal place of business at 1260 Red Fox Road, Arden Hills, Minnesota 55112
(the “Mortgagor”). 




BACKGROUND  



             A.    
          The Mortgagor, the Mortgagee, Selas Corporation of America (the
          “Borrower”) and RTI Electronics, Inc. (“RTI Electronics”
          and, together with the Mortgagor, collectively, the “Guarantors”) are
          parties to that certain Amended, Restated and Consolidated Loan Agreement dated
          as of March 18, 2004 (as amended or modified from time to time, the “Loan
          Agreement”) pursuant to which the Mortgagee made available to the Borrower
          a revolving credit facility and a term loan facility. 



             B.    
          In connection with the Loan Agreement, among other things, (i) the Guarantors
          executed that certain Amended, Restated and Consolidated Guaranty dated March
          18, 2004 in favor of the Mortgagee; and (ii) the Mortgagor executed that certain
          Fourth Amendment to First Mortgage and Security Agreement dated March 18, 2004
          in favor of the Mortgagee (as amended or modified from time to time, the
          “Mortgage”). 



             C.    
          The Loan Agreement is scheduled to expire by its terms on April 1, 2005. The
          Borrower and the Guarantors have requested that the Mortgagee restructure and
          amend the obligations under the Loan Agreement and the other various agreements,
          instruments, and documents executed in connection therewith (collectively, the
          “Loan Documents”). 



             D.    
          Accordingly, the Mortgagee, the Borrower and the Guarantors have executed that
          certain Amendment to Amended, Restated and Consolidated Loan Agreement of even
          date herewith, pursuant to which the parties have amended certain terms of the
          Loan Agreement. All references to the Loan Agreement or the Loan Documents
          herein shall be to the Loan Agreement and other Loan Documents as amended. 



             E.    
          Pursuant to the Loan Agreement, the Mortgagee has agreed to make available to
          the Borrower (i) a revolving credit facility (the “Revolving Credit
          Facility”), evidenced by that certain Second Amended and Restated Revolving
          Credit Facility Note in the original principal







        amount of Four Million Five
          Hundred Thousand Dollars ($4,500,000) of even date herewith (the “Revolving
          Credit Facility Note”), and (ii) a term loan (the “Term Loan”),
          evidenced by that certain Second Amended, Restated and Consolidated Term Loan
          Note in the original principal amount of One Million Four Hundred Fifty-Eight
          Thousand Four Hundred Sixty-Nine and 92/100 Dollars ($1,458,469.92) of even date
          herewith (the “Term Note”). 



             F.    
          In order to further secure the obligations of the Mortgagor to the Mortgagee
          under the Loan Agreement and the other Loan Documents, the Mortgagee has
          requested that the Mortgagor execute this Amendment, amending certain terms
          contained in the Mortgage. The Mortgagor acknowledges that the Mortgagee would
          not have entered into the Loan Agreement without the execution and delivery by
          the Mortgagor of this Amendment. 



        NOW
THEREFORE, incorporating the foregoing Background herein by reference and for other
good and valuable consideration, the receipt and legal sufficiency of which are hereby
acknowledged, and intending to be legally bound hereby, the parties agree as follows: 



             1.       
          Capitalized Terms. Capitalized terms not otherwise defined herein shall
          have the meanings ascribed to such terms in the Mortgage. 



             2.       
          Amendments to Mortgage. 



                 
      (a)       
          The defined term “Note” as used in the Mortgage is hereby amended to
          mean the Term Note and the Revolving Credit Facility Note and to include the
          obligations of the Mortgagor in respect of the Term Note and the Revolving
          Credit Facility Note in the obligations secured by the Mortgage. Any reference
          to the singular term “Note” in the Mortgage shall be deemed to be a
          reference to the plural term “Notes.” 



                 
      (b)       
          The defined term “Credit Documents” as used in the Mortgage is hereby
          amended to mean the Loan Agreement, the other Loan Documents, and any and all
          other documents, instruments and agreements evidencing or relating to the
          Liabilities and all amendments, modifications or restatements of the same. 



                 
      (c)       
          The defined term “Liabilities” as used in the Mortgage is hereby
          amended to mean any and all loans, advances, debts, liabilities, obligations,
          covenants and duties of the Mortgagor to the Mortgagee, now existing or
          hereafter arising, including without limitation, all obligations or liabilities
          under the Loan Agreement and the other Loan Documents. 



                 
      (d)       
          All references in the Mortgage to the term “Mortgage” are hereby
          amended to mean the Mortgage as amended by this Amendment. 



             3.       
          Representations and Warranties. Mortgagor hereby represents and warrants
          to Mortgagee that as of the date hereof: 



                 
      (a)       
          Mortgagor has the power to execute, perform and deliver this Amendment and each
          of the documents, instruments and agreements to be executed and/or delivered in
          connection herewith and has taken all necessary action to authorize the
          execution, delivery and



2 





     performance of this Amendment and each of the documents,
          instruments and agreements executed and/or delivered in connection herewith; 



                 
      (b)       
          The Mortgage, as amended by this Amendment, is a binding and legally enforceable
          obligation of Mortgagor enforceable in accordance with its terms; and 



                 
      (c)       
          Mortgagor has no defenses, setoffs, and/or counterclaims to its obligations
          under the Mortgage, as amended by this Amendment, and the documents,
          instruments, and agreements executed in connection therewith and herewith. 



             4.       
          No Novation. Except as expressly modified and amended by this Amendment,
          the Mortgage shall remain in full force and effect in accordance with its terms.
          This Amendment does not represent in any way satisfaction of the indebtedness
          evidenced by the Note. It is the intention of the parties hereto that this
          Amendment shall not constitute a novation of the Note or any of the other Credit
          Documents, or the indebtedness and obligations evidenced or secured thereby, and
          shall in no way adversely affect or impair the lien priority of the Mortgage.
          Mortgagor hereby ratifies, reaffirms, and confirms the Mortgage and the
          obligations secured thereby. 



             5.       
          Confirmation of Collateral. Mortgagor hereby represents, warrants and
          reaffirms to Mortgagee that: (a) it is the intention of the parties to this
          Amendment that all existing collateral security held by Mortgagee shall continue
          to serve as collateral for the Mortgagor’s obligations under the Loan
          Documents, and (b) the Mortgage shall continue in full force and legal effect
          until Mortgagor’s obligations to Mortgagee are paid in full. 



             6.       
          Severability. Any provision in this Amendment that is held to be
          inoperative, unenforceable, voidable or invalid in any jurisdiction shall, as to
          that jurisdiction, be ineffective, unenforceable, void or invalid without
          affecting such provisions in any other jurisdiction, or affecting the remaining
          provisions in that or any other jurisdiction and to this end the provisions of
          this Amendment are declared to be severable. 



             7.       
          Governing Law. This Amendment shall be construed in accordance with and
          governed by the internal laws of the State of Minnesota. 



             8.       
          Successors and Assigns. All provisions of this Amendment shall be binding
          upon and inure to the benefit of the parties hereto and their respective
          successors and assigns. 



             9.       
          Integration. This Amendment and the other Loan Documents constitute the
          sole agreement of the parties with respect to the subject matter hereof and
          thereof and supersede all oral negotiations and prior writings with respect to
          the subject matter hereof and thereof. 



             10.     
          Receipt of Copy. Mortgagor hereby acknowledges receipt of a true, correct
          and complete copy of this Amendment as of the day and year first above written. 




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        IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by its
duly authorized officer, under seal, on the day and year first above written. 



		
	WITNESS:	RESISTANCE TECHNOLOGY, INC. 
	 
	 
	By: /s/ Mark S. Gorder

       Name: Mark S. Gorder
       Title: CEO 	By: /s/ Robert F. Gallagher

        Name: Robert F. Gallagher
       Title: Chief Financial Officer
	 
	 
		WACHOVIA BANK,
NATIONAL ASSOCIATION 
	 
	 
		By: /s/ Kathleen M. Hedrich

       Name: Kathleen M. Hedrich
        Title: Vice President 













			
	STATE OF MINNESOTA		: 
		:	ss.
	COUNTY OF RAMSEY		: 





        On
this 30th day of March 2005, before me, a Notary Public, Robert F. Gallagher,
the undersigned officer, personally appeared, who acknowledged himself/herself to be the
Chief Financial Officer of RESISTANCE TECHNOLOGY, INC., a Minnesota business corporation
and that he/she as such officer, being authorized to do so, executed the foregoing
agreement for the purpose therein contained by signing the name of the corporation by
himself/herself as such officer. 



        WITNESS
my hand and Notorial seal, the day and year aforesaid. 




			
			
                                        

                                        Notary Public
	 
			
	COMMONWEALTH OF PENNSYLVANIA	:	
		:	ss.
	COUNTY OF	:	
			




        On
this ____ day of March 2005, before me, a Notary Public, Kathleen M. Hedrich, the
undersigned officer, personally appeared, who acknowledged himself/herself to be Vice
President of WACHOVIA BANK, NATIONAL ASSOCIATION, formerly known as First Union National
Bank, a national banking association, and that he/she as such officer, being authorized to
do so, executed the foregoing agreement for the purpose therein contained by signing the
name of the association by himself/herself as such officer. 



        WITNESS
my hand and Notorial seal, the day and year aforesaid. 



			
                                        

                                        Notary Public














EXHIBIT A 




LEGAL DESCRIPTION