Exhibit 4.6 to IntriCon Corporation Form 10-K dated December 31, 2004






Exhibit 4.6 








AMENDMENT TO AMENDED,

RESTATED AND CONSOLIDATED LOAN AGREEMENT 



        This AMENDMENT
TO AMENDED, RESTATED AND CONSOLIDATED LOAN AGREEMENT (this “Amendment”), dated
as of March 30, 2005 is made and entered into by and among WACHOVIA BANK, NATIONAL
ASSOCIATION, with an office at Broad and Walnut Streets, Philadelphia, Pennsylvania 19109
(the “Lender”), SELAS CORPORATION OF AMERICA, a Pennsylvania business
corporation with offices located at c/o 1260 Red Fox Road, Arden Hills, Minnesota 55112
(the “Borrower”), RESISTANCE TECHNOLOGY, INC., a Minnesota business corporation
with offices located at 1260 Red Fox Road, Arden Hills, Minnesota 55112 (“RTI”),
and RTI ELECTRONICS, INC., a Delaware corporation with offices located at 1800 Via Burton
Street, Anaheim, California 92806 (“RTI Electronics;” together with RTI, the
“Guarantors”).  



BACKGROUND 



             A.       
          The Borrower, the Guarantors and the Lender are parties to that certain Amended,
          Restated and Consolidated Loan Agreement dated as of March 18, 2004 (together
          with all schedules and exhibits thereto, the “Loan Agreement”)
          pursuant to which the Lender made available to the Borrower a revolving credit
          facility and a term loan facility. 



             B.       
          In connection with the Loan Agreement, the Borrower, the Guarantors and the
          Lender are also parties to other various agreements, instruments, and documents.
          Such other agreements, instruments and documents (together with the Loan
          Agreement, the “Loan Documents”) include, without limitation, the
          following: 



                         1.       
          That certain Amended, Restated and Consolidated Term Loan Note dated March 18,
          2004 in the principal amount of $5,508,469.92 by the Borrower in favor of the
          Lender; 



                         2.       
          That certain Amended and Restated Revolving Credit Note dated March 18, 2004 in
          the maximum principal amount of $4,500,000.00 by the Borrower in favor of the
          Lender; 



                         3.       
          That certain Amended, Restated and Consolidated Guaranty dated March 18, 2004 by
          the Guarantors in favor of the Lender; 



                         4.       
          That certain Amended and Restated Security Agreement dated March 18, 2004 by the
          Borrower in favor of the Lender (the “Borrower Security Agreement”); 



                    5.
       That certain Amended and Restated Security Agreement dated March 18, 2004 by the Guarantors in
favor of the Lender (the “Guarantors’ Security Agreement;” together with
the Borrower Security Agreement, the “Security Agreements”); 





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                       6.       
          That certain Patent and Trademark Security Agreement dated March 18, 2004 by the
          Borrower in favor of the Lender (the “Borrower IP Security
          Agreement”); 



                       7.       
          That certain Amended and Restated Patent and Trademark Security Agreement dated
          March 18, 2004 by RTI in favor of the Lender (the “RTI IP Security
          Agreement;” together with the Borrower IP Security Agreement, the “IP
          Security Agreements”); 



                       8.       
          That certain Amended and Restated Pledge Agreement dated March 18, 2004 by the
          Borrower in favor of the Lender (the “Pledge Agreement”); 



                       9.       
          That certain Fourth Amendment to First Mortgage and Security Agreement dated
          March 18, 2004 by RTI in favor of the Lender (the “RTI Mortgage”); and 



                       10.       
          Various Uniform Commercial Code financing statements and Patent and Trademark
          Office filings, which statements and filings have been duly recorded in the
          appropriate governmental offices. 



             C.       
          Certain Events of Default have occurred and are continuing under the Loan
          Agreement as a result of (i) the Borrower failing to deliver or causing to be
          delivered to the Lender certain Landlord Waivers; (ii) the Consolidated Tangible
          Capital Funds failing to reach the minimum level required pursuant to Section
          7.2(a) of the Loan Agreement, measured as of December 31, 2004; (iii) the ratio
          of Consolidated Total Liabilities and Contingent Liabilities to Consolidated
          Tangible Capital Funds exceeding the maximum level permitted pursuant to Section
          7.2(b) of the Loan Agreement, measured as of December 31, 2004; and (iv) the
          Consolidated Fixed Charge Coverage Ratio failing to reach the minimum level
          required pursuant to Section 7.2(d) of the Loan Agreement, measured as of
          December 31, 2004 (all of the foregoing being collectively referred to herein as
          the “Existing Defaults”). 



             D.       
          The Loan Agreement is scheduled to expire by its terms on April 1, 2005. 



             E.       
          The Borrower and the Guarantors (collectively, the “Loan Parties”)
          have requested that the Lender restructure and amend the obligations under the
          Loan Documents. In connection therewith, the Lender and the Loan Parties wish to
          amend the terms and conditions of the Loan Documents pursuant to the terms
          hereof. 



        All
capitalized terms contained herein which are not otherwise defined shall have the
definitions set forth in the Loan Agreement. 



        NOW,
THEREFORE, in consideration of the promises and mutual agreements herein contained and
incorporating the Background by reference herein, the parties hereto, intending to be
legally bound hereby, agree to amend the Loan Documents as herein stated. 




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ARTICLE 1

EFFECT OF AGREEMENT; ACKNOWLEDGMENTS 



        1.1        Effect
of Amendment Documents. This Amendment and the other agreements, instruments and
documents executed in connection with this Amendment (collectively, the “Amendment
Documents”) are intended to amend the Loan Documents as of the date of this
Amendment and, in the event that there exists any inconsistency between the Loan
Documents and the Amendment Documents, the terms contained in the Amendment Documents
shall govern (except as expressly provided herein). Each and every reference herein to
the Loan Agreement and the other Loan Documents is to the Loan Agreement and the Loan
Documents as amended by the Amendment Documents and hereinafter, the Loan Documents shall
be deemed to include the Amendment Documents.  



        1.2        Existing
Defaults. Subject to the provisions hereof, the Lender hereby waives the Existing
Defaults. Notwithstanding the foregoing, the Lender’s waiver of the Existing
Defaults, or any communication between or among the Lender and the Loan Parties, or each
of their respective officers, agents, employees or representatives, shall not be deemed
to constitute a waiver of (a) any default or Event of Default, whether now existing or
hereinafter arising, under the Loan Agreement or any of the Loan Documents other than the
Existing Defaults or any other default waived by the Lender in writing; (b) the ongoing
obligation of the Loan Parties to comply with the Loan Agreement and the other Loan
Documents; and (c) any rights or remedies which the Lender has against any Loan Party
under the Loan Documents and/or applicable law, with respect to any default or Event of
Default, other than rights and remedies which directly result from the occurrence and
existence of the Existing Defaults. The Lender hereby reserves and preserves all of its
rights and remedies against the Loan Parties under the Loan Documents and applicable law,
other than the right to declare an Event of Default or exercise remedies based upon the
occurrence and existence of the Existing Defaults or any other default waived by the
Lender in writing.  



       1.3        Acknowledgment
of Loan Documents; Waiver of Claims. To induce the Lender to enter into this
Amendment, each of the Loan Parties acknowledges, agrees, warrants, and represents that
(a) the Loan Documents are valid and enforceable against, and all of the terms and
conditions of the Loan Documents are binding on, the Loan Parties; (b) the liens and
security interests granted to the Lender pursuant to the Loan Documents are valid, legal,
binding, first priority liens and security interests; (c) the liens and security
interests granted to the Lender pursuant to the Loan Documents secure the full payment
and performance by the Loan Parties of their obligations under the Loan Documents; and
(d) the Loan Parties hereby waive any and all defenses, set-offs and counterclaims which
they may have or claim to have against the Lender with respect to the Obligations as of
the date hereof.  



        1.4        Reaffirmation
of Security Interests. To the extent each is a party thereto, each of the Loan
Parties hereby reaffirms its prior grant and conveyance to the Lender of a continuing
security interest in, lien on and charge against the collateral which is the subject of
the Security Agreements, IP Security Agreements, Pledge Agreement and the RTI Mortgage.
The Loan Parties  



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agree to execute and deliver to the
Lender such additional documentation as is reasonably necessary or appropriate to achieve
the purpose of this Section of the Amendment.  



        1.5        Adequate
Representation. Each of the Loan Parties has been represented by legal counsel of its
choice, understands and is fully aware of the terms contained in this Amendment and has
voluntarily, without coercion or duress of any kind, entered into this Amendment and the
other Amendment Documents.  



ARTICLE 2

AMENDMENTS TO LOAN DOCUMENTS 



        2.1        The
following definitions in Section 1.1 of the Loan Agreement are hereby amended and
restated in their entirety as follows:  



	  	
““Amendment”
shall mean that certain Amendment to Amended, Restated and Consolidated Loan Agreement
dated as of March 30, 2005 by and among Lender, Borrower, RTI and RTI Electronics,
pursuant to which certain terms and provisions of this Agreement have been amended and/or
modified.” 






	  	
““Amendment
Closing” shall mean the execution and delivery to the Lender of all of the
documents and instruments required by the terms of the Amendment, the closing of the
transactions contemplated by the Amendment and the satisfaction of all conditions
precedent required by the terms of the Amendment.” 






	  	
““Amendment
Closing Date” shall mean the date on which the Amendment Closing shall occur.” 






	  	
““Appraisal
of Real Estate” shall mean a current appraisal of the Minnesota Property prepared
for the Lender and satisfactory to the Lender in its sole and absolute discretion.” 






	  	
““Appraisal
of M&E” shall mean a current appraisal of the machinery and equipment owned
by the Borrower, which appraisal is prepared for the Lender and is satisfactory to the
Lender in its sole and absolute discretion.” 






	  	
““Borrowing
Base” shall mean at any time, a dollar amount equal to the sum of the following
amounts as they exist at that time: (a) eighty percent (80%) of the market value of the
Minnesota Property as stated in the Appraisal of Real Estate; (b) seventy-five percent
(75%) of the orderly liquidation value of machinery and equipment as stated in the
Appraisal of M&E; (c) seventy-five percent (75%) of Eligible Accounts; and (e) forty
percent (40%) of Eligible Inventory.”







	  	
““Closing”
shall mean the execution and delivery to the Lender of all of the documents and
instruments required by the terms of this Agreement, the closing of the transactions
contemplated by this Agreement and the satisfaction of all conditions precedent required
by the terms of this Agreement.” 






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““Fixed
Charge Coverage Ratio” shall mean, as of the date of determination, with respect
to the most recently ended fiscal quarter of the applicable entity, the ratio of (a) the
sum of EBITDA for such Rolling Period, to (b) the sum of principal and interest payments
made on Funded Debt (excluding any mandatory principal prepayments) and dividends paid
during such Rolling Period, in each case as defined in accordance with GAAP.” 






	  	““Revolving
Commitment” shall mean (i) $4,500,000 from the Amendment Closing Date until the
effective date of any sale, transfer or other disposition of the Borrower’s business
line known as the “Burners & Components Business,” and (ii) $4,000,000 from
the effective date of any sale, transfer or other disposition of the Burners &
Components Business until the Revolving Loan Termination Date.” 







	  	““Revolving
Loan Termination Date” shall mean April 1, 2006.” 







	  	““Term
Loan Termination Date” shall mean April 1, 2006.” 







        2.2        Section
3.1 of the Loan Agreement is hereby amended and restated in its entirety as follows: 



        “3.1     
Term Loan Facility. 



                          (a)       
          Principal and Repayment. On the Amendment Closing Date, the Lender will
          make a term loan in the principal amount of One Million Four Hundred Fifty-Eight
          Thousand Four Hundred Sixty-Nine and 92/100 Dollars ($1,458,469.92) (the
          “Term Loan”) for the purpose of refinancing the principal outstanding
          on the Term Loan as of the Amendment Closing Date. The Borrower shall repay the
          principal amount of the Term Loan by making quarterly principal payments of
          $300,000 each on the last day of each quarter, commencing on March 31, 2005. The
          entire principal balance of the Term Loan and all accrued and unpaid interest
          thereon shall be due and payable on the Term Loan Termination Date. 



                          (b)       
          Interest Rate. Interest shall accrue on the outstanding principal balance
          of the Term Loan at an annual rate equal to (i) from the Amendment Closing Date
          thru June 30, 2005, the Base Rate plus three percent (3%); (ii) from July 1,
          2005 thru September 30, 2005, the Base Rate plus three and one-half percent
          (3.5%); (iii) from October 1, 2005 thru December 31, 2005, the Base Rate plus
          four percent (4%); and (iv) from January 1, 2006 thru the Term Loan Termination
          Date, the Base Rate plus four and one-half percent (4.5%). Interest shall be
          payable on the first Business Day of each month and may be deducted from account
          number 2000049311761 which the Borrower maintains with the Lender.
          Notwithstanding the foregoing, subsequent to maturity or upon the occurrence of
          any Event of Default hereunder, interest shall accrue at an annual rate equal to
          the Base Rate plus five percent (5%) and shall be payable on demand. 




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                          (c)       
          Term Note. The obligations of the Borrower to repay the outstanding
          balance of the Term Loan shall be evidenced by a Second Amended and Restated
          Term Note issued in favor of the Lender in the amount of $1,458,469.92 (the
          “Term Note”).” 



        2.3        Section
3.2(c) of the Loan Agreement is hereby amended and restated in its entirety as follows: 



               	 	“(c)        

                     Interest Rate. Interest shall accrue on the outstanding principal of
                    each Revolving Loan (i) from the Closing Date thru June 30, 2005, at the Base
                    Rate plus three percent (3%); (ii) from July 1, 2005 thru September 30, 2005, at
                    the Base Rate plus three and one-half percent (3.5%); (iii) from October 1, 2005
                    thru December 31, 2005, at the Base Rate plus four percent (4%); and (iv) from
                    January 1, 2006 thru the Revolving Loan Termination Date, at the Base Rate plus
                    four and one-half percent (4.5%). Interest shall be payable on the first
                    Business Day of each month. Notwithstanding the foregoing, subsequent to
                    maturity or upon the occurrence of any Event of Default hereunder, interest
                    shall accrue at an annual rate equal to the Base Rate plus five percent (5%) and
                    shall be payable on demand.” 


                    



        2.4        Section
3.2(d) of the Loan Agreement is hereby amended and restated in its entirety as follows: 



               	  	“(d)       

                     Revolving Credit Facility Note. The obligations of the Borrower to repay
                    the outstanding balance of the Revolving Note shall be evidenced by a Second
                    Amended and Restated Revolving Credit Note issued in favor of the Lender in the
                    maximum principal amount of Four Million Five Hundred Thousand Dollars
                    ($4,500,000) (the “Revolving Credit Facility Note”) and executed by
                    the Borrower contemporaneously with the execution of the Amendment. The
                    obligations of the Borrower under the Existing Revolving Credit Note are
                    intended to be restated, replaced and substituted by (but not paid, satisfied,
                    cancelled or novated by) the obligations of the Borrower under the Revolving
                    Credit Facility Note.” 


                    



        2.5        Section
3.7(b) of the Loan Agreement is hereby amended and restated in its entirety as follows: 



               	  	“(b)       

                     The Borrower shall remit all of the proceeds from the sale, transfer or other
                    disposition of the Borrower’s business line known as the “Burners
                    & Components Business,” after deduction for costs of sale (the
                    “Net B&CB Proceeds”), to the Lender. The Net B&CB Proceeds
                    shall be applied by the Lender to permanently reduce the outstanding principal
                    balance on the Term Loan.” 


                    




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       2.6        Section
7.2 of the Loan Agreement is hereby amended and restated in its entirety as follows: 



       “7.2       Financial
Covenants.  Maintain the following: 



	  	
                  (a)
              Consolidated
Tangible Capital Funds 






	  	
                                      (i)                             Maintain,
as of March 31, 2005 and at all times thereafter, Consolidated                Tangible
Capital Funds of not less than Six Million Five Hundred Thousand                Dollars
($6,500,000).  






	  	
                                      (ii)                                    The
minimum required level of Consolidated Tangible Capital Funds as stated in
               Section 7.2(a)(i) above shall be increased by (i) one hundred percent
(100%) of                any contributions to capital on or after January 1, 2005; and
(ii) one hundred                percent (100%) of any Subordinated Debt on or after
January 1, 2005.  






		                  (b)                        Consolidated
Total Liabilities and Contingent Liabilities to Consolidated           Tangible Capital
Funds  







	  	
                                      (i)                             Maintain,
for the fiscal year ended December 31, 2004 and at all times                thereafter, a
ratio of (A) Consolidated Total Liabilities plus the Contingent
               Liabilities of Selas SAS and CFR which are guaranteed by the Borrower (the
               “Guaranteed Contingent Liabilities”), to (B) Consolidated
Tangible                Capital Funds, of not more than 3.0 to 1.0.  






	  	
                                      (ii)                             Immediately
following the sale, transfer or other disposition of the Burners and
               Components Business, the maximum level permitted by Section 7.2(b)(i)
above                shall be adjusted to require the Borrower to maintain on a going
forward basis,                a ratio of (A) Consolidated Total Liabilities plus the
Guaranteed Contingent                Liabilities, to (B) Consolidated Tangible Capital
Funds, of not more than 2.25                to 1.0.  






	  	
                  (c)                             Consolidated
Current Ratio — Maintain, as of the last day of each fiscal                quarter,
a Current Ratio on a consolidated basis for the Borrower and its
               Consolidated Subsidiaries, of not less than 1.0 to 1.0.  






	  	
                  (d)                             Consolidated
Fixed Charge Coverage Ratio — Maintain, as of the last day of                each
fiscal quarter, a Fixed Charge Coverage Ratio on a consolidated basis for
               the Borrower and its Consolidated Subsidiaries, of not less than 1.0 to
1.0 for                the Rolling Period.” 






       2.7        A
new Section 9.9 of the Loan Agreement is hereby added as follows: 




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“9.9
Defaults in Other Agreements with Lender. The occurrence of any default or Event of
Default under any other agreements to which the Lender and any Loan Party are parties, or
of any fact, condition or event which with the giving of notice or lapse of time, or both,
would be a default or an Event of Default under any such agreements.” 






ARTICLE 3

REPRESENTATIONS AND WARRANTIES 



             To
induce the Lender to enter into this Amendment and the other Amendment Documents, each of
the Loan Parties makes the following representations and warranties to the Lender, each
and all of which shall survive the execution and delivery of this Amendment: 



             3.1        
All actions required to be taken by any Loan Party and its respective officers, directors
and stockholders for the due authorization, execution, delivery and performance of this
Amendment and the other Amendment Documents have been taken.  



             3.2        
Each person executing this Amendment and the other Amendment Documents on behalf of any
Loan Party is an authorized officer of such Loan Party and is duly authorized by such
Loan Party to execute the same.  



             3.3        
This Amendment and the other Amendment Documents are the legal, valid and binding
obligations of the Loan Parties, enforceable against each of the Loan Parties in
accordance with their respective terms, subject only to bankruptcy, insolvency,
reorganization, moratorium or other laws or equitable principles affecting creditors’ rights
generally.  



             3.4        
The representations and warranties set forth in the Loan Documents are true and correct
as of the date hereof (except those that expressly relate to an earlier period).  



             3.5        
The Loan Parties are in compliance in all material respects with all laws (including all
applicable environmental laws), regulations, and requirements applicable to the business
of the Loan Parties and have not received, and have no knowledge of, any order or notice
of any governmental investigation or of any violation or claim of violation of any law,
regulation or other governmental requirement applicable to the business of the Loan
Parties.  



             3.6        
The execution, delivery and performance of this Amendment and the other Amendment
Documents do not and will not (i) conflict with, violate or result in a breach of any
provision of any applicable law, rule, regulation or order, or (ii) conflict or result in
a breach of any provision of any Loan Party’s articles of incorporation or formation
documents (as applicable), by-laws or other operative document or of any contract or
agreement to which it is a party or by which it or any of its properties are bound. No
authorization, consent or approval or other action by, and no notice of or filing with,
any governmental authority or regulatory bodies are required to be obtained or made by
any Loan Party for the due execution, delivery and performance of this Amendment and the
other Amendment Documents.  




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             3.7        
After giving effect to the waivers provided for in Section 1.2 of this Amendment, no
event has occurred and no condition exists which would, upon or after the execution and
delivery of this Amendment and the other Amendment Documents or any Loan Party’s
performance hereunder or thereunder, constitute a default or an Event of Default under
the Loan Documents.  



             3.8
        All financial statements and other information
previously provided to the Lender by any Loan Party are true and correct as of the date
thereof, subject to such adjustments, amendments and changes as may have been provided in
writing by the Loan Parties to the Lender from time to time.  



ARTICLE 4

COVENANTS 



             To
induce the Lender to enter into this Amendment and the other Amendment Documents, each of
the Loan Parties hereby covenants and agrees that, unless the Lender shall otherwise
consent in writing, the Loan Parties shall comply with the following covenants, which
covenants, unless expressly set forth to the contrary, supplement, and do not supersede,
the covenants contained in the Loan Documents:  



             4.1
       Waiver Fee. The Borrower shall pay to
the Lender a non-refundable waiver fee in the amount of Ten Thousand Dollars ($10,000)
for the waiver of the Existing Defaults (the “Waiver Fee”), which shall be due
and payable in full on the Amendment Closing Date. The Borrower hereby acknowledges and
agrees that the Waiver Fee payable hereunder is fully earned on the date hereof, is
non-refundable and constitutes a part of the Obligations, and is in addition to any other
fees payable by the Borrower under the Loan Documents.  



             4.2
       Commitment Fee. The Borrower shall pay
to the Lender a non-refundable Commitment Fee in the aggregate amount of Forty-Five
Thousand Dollars ($45,000) which shall be due and payable as follows: (a) $25,000 on the
Amendment Closing Date, (b) $5,000 on June 30, 2005, (c) $5,000 on September 30, 2005,
(d) $5,000 on December 31, 2005, and (e) $5,000 on March 31, 2006; provided, however,
that if at any time all of the Obligations (other than installments of the Commitment Fee
that have not yet become due and payable according to the foregoing schedule) shall be
paid in full, any such installments of the Commitment Fee that have not yet become due
and payable in accordance with the foregoing schedule shall be cancelled and shall no
longer be due and owing to Lender from Borrower and shall no longer be part of the
Obligations under the Loan Agreement secured by the Collateral. The Borrower hereby
acknowledges and agrees that each installment of the Commitment Fee payable hereunder (i)
shall become non-refundable at the time it becomes payable hereunder; (ii) constitutes a
part of the Obligations; and (iii) is in addition to any other fees payable by the
Borrower under the Loan Documents.  



             4.3
       Appraisal of Real Estate. The Borrower
shall deliver (or cause to be delivered) to the Lender the Appraisal of Real Estate. The
Borrower shall take all steps reasonably necessary to  




9 
















assist the Lender and/or its agents
in the timely completion of the Appraisal of Real Estate. The Borrower shall reimburse
the Lender on demand for the costs incurred by the Lender for the Appraisal of Real
Estate; and, to the extent not paid, the Obligations of the Borrower to the Lender shall
be increased by and include all amounts necessary to reimburse the Lender for such costs.  



             4.4       
Appraisal of M&E. The Borrower shall deliver (or cause to be delivered) to the
Lender the Appraisal of M&E. The Borrower shall take all steps reasonably necessary
to assist the Lender and/or its agents in the timely completion of the Appraisal of M&E.
The Borrower shall reimburse the Lender on demand for the costs incurred by the Lender
for the Appraisal of M&E; and, to the extent not paid, the Obligations of the
Borrower to the Lender shall be increased by and include all amounts necessary to
reimburse the Lender for such costs.  



             4.5       
Title Insurance. On or before forty-five (45) days after the Amendment Closing
Date, the Borrower shall deliver (or cause to be delivered) to the Lender a policy of
title insurance for the Minnesota Property, or an endorsement to such existing policy of
title insurance (in either case, the “Title Insurance”), which Title Insurance
(i) insures the Minnesota Property in an amount that is no less than the fair market
value of the Minnesota Property as stated in the Appraisal of Real Estate; (ii) has an
effective date that is no earlier than the Amendment Closing Date, but, in any event,
insures the first lien priority of the Mortgage, Security Agreement and Fixture Financing
Statement dated as of June 30, 1999 by and between the Lender and RTI which secures the
Minnesota Property, including the Fifth Amendment to Mortgage, Security Agreement and
Fixture Financing Statement to be executed by RTI on the Amendment Closing Date; and
(iii) is in form and substance acceptable to the Lender in its sole and absolute
discretion.  



ARTICLE 5

CONDITIONS PRECEDENT 



             This
Amendment shall be deemed effective only after the occurrence of the following events: 



             5.1       
     Borrower Documents.  The delivery to the Lender (or causing to be executed and
delivered to the Lender) of the following documents:  



                          (a)              this
Amendment executed by the Loan Parties;  



                          (b)              a
Second Amended, Restated and Consolidated Term Note executed by the Borrower;  



                          (c)              a
Second Amended and Restated Revolving Credit Note executed by the Borrower;  



                          (d)              a
Fifth Amendment to Mortgage, Security Agreement and Fixture Financing           Statement
executed by RTI; and  




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                          (e)              such
other documents as the Lender shall reasonably request.  



             5.2       
Payment of Bank Fees. Payment by the Borrower of (i) the Waiver Fee in full; and
(ii) that portion of the Commitment Fee due and owing on the Amendment Closing Date.  



             5.3       
Payment of Legal Fees. The Obligations of the Borrower to the Lender shall be
increased by and include all amounts necessary to reimburse the Lender for the reasonable
fees and costs incurred by the Lender, including, without limitation, all reasonable fees
and costs incurred by the Lender’s attorneys in connection with the preparation and
execution of this Amendment and the other Amendment Documents. All of the aforesaid fees
and costs shall be paid by the Borrower on the Amendment Closing Date.  



             5.4       
No Material Adverse Change. There shall not have occurred a material adverse
change with respect to the Loan Parties, their assets and operations since December 31,
2004.  



ARTICLE 6

MISCELLANEOUS 



             6.1       
Ratification and Confirmation. Except as amended and supplemented by the Amendment
Documents, all of the terms and provisions of the Loan Documents shall remain in full
force and effect and, except as expressly amended by the Amendment Documents, are hereby
ratified and confirmed. The Loan Parties hereby ratify and confirm that the Loan
Documents are valid and binding obligations and enforceable in accordance with their
respective terms. All Obligations of the Loan Parties to the Lender presently or
hereafter outstanding under the Loan Documents shall continue to be secured by the
collateral which is the subject of the Security Agreements, IP Security Agreements,
Pledge Agreement and the RTI Mortgage as set forth therein, and this Amendment does not
constitute a novation of the Obligations.  



             6.2       
No Waiver. No failure or delay on the part of the Lender in the exercise of any
right, power or remedy shall operate as a waiver thereof, nor shall any single or partial
exercise of any right, power or remedy preclude any other or further exercise thereof, or
the exercise of any other right, power or remedy.  



             6.3       
Headings. The headings and underscoring of articles, sections, clauses and words
have been included herein for convenience only and shall not be considered in
interpreting this Amendment.  



             6.4       
Governing Law. This Amendment shall be construed in accordance with and governed
by the internal laws of the Commonwealth of Pennsylvania without reference to conflict of
laws principles.  



             6.5       
Integration. The Loan Documents, this Amendment and the other Amendment 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.  



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             6.6       
Further Actions. The Loan Parties agree to take such further action to execute and
deliver such additional agreements, instruments and documents as may reasonably be
required by the Lender to carry out the purposes of this Amendment or any of the other
Amendment Documents.  



             6.7       
Amendment and Waiver. No amendment of this Amendment, and no waiver, discharge or
termination of any one or more of the provisions hereof, shall be effective unless set
forth in writing and signed by all of the parties hereto.  



             6.8       
Successors and Assigns. This Amendment (i) shall be binding upon the Lender
and the Loan Parties, and upon their respective nominees, successors, heirs and assigns,
and (ii) shall inure to the benefit of the Lender and the Loan Parties, and to their
respective nominees, successors and assigns, provided that no Loan Party may assign its
rights hereunder or any interest herein without obtaining the prior written consent of
the Lender, and any such assignment or attempted assignment which is given without the
prior written consent of the Lender shall be void and of no effect with respect to the
Lender.  



             6.9       
Severability of Provisions. Any provision of this Amendment that is held to be
inoperative, unenforceable, void or invalid in any jurisdiction shall, as to that
jurisdiction, be ineffective, unenforceable, void or invalid without affecting the
remaining provisions in that jurisdiction or the operation, enforceability or validity of
that provision in any other jurisdiction, and to this end the provisions of this
Amendment are declared to be severable.  



             6.10       
No Third-Party Beneficiaries. Notwithstanding anything to the contrary contained
herein, no provision of this Amendment and the other Amendment Documents is intended to
benefit any party other than the signatories hereto, nor shall any such provision be
enforceable by any other party.  



             6.11       
Counterparts. This Amendment may be executed in any number of counterparts and by
the different parties on separate counterparts and each such counterpart shall be deemed
to be an original, but all such counterparts shall together constitute one and the same
agreement. This Amendment shall be deemed to have been executed and delivered when the
Lender has received counterparts hereof executed by all parties listed on the signature
pages below.  






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             IN
WITNESS WHEREOF, the parties hereto, intending to be legally bound hereby, have caused
this Amendment to be duly executed and delivered by their proper and duly authorized
officers as of the date first above written. 


	 	SELAS CORPORATION OF AMERICA
	 
	 
	/s/ Mark S. Gorder     	By: /s/ Robert F. Gallagher     
	Attest	Name: Robert F. Gallagher

Title: CFO
	 
	 	RESISTANCE TECHNOLOGY, INC.
	 
	/s/ Mark S. Gorder     	By: /s/ Robert F. Gallagher     
	Attest	Name: Robert F. Gallagher

Title: CFO
	 
	 	RTI ELECTRONICS, INC.
	 
	/s/ Mark S. Gorder     	By: /s/ Robert F. Gallagher     
	Attest	Name: Robert F. Gallagher

Title: CFO
	 
	 	WACHOVIA BANK, NATIONAL

ASSOCIATION, as successor in interest to

First Union National Bank
	 
	________________	By: /s/ Kathleen M. Hedrich  
	Witness	Name: Kathleen Hedrich         
	 	Title: Loan Officer                    





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