Exhibit 10.3


 


IMPORTANT NOTICE


 


THIS INSTRUMENT CONTAINS A CONFESSION OF
JUDGMENT PROVISION WHICH CONSTITUTES A WAIVER OF IMPORTANT RIGHTS YOU MAY HAVE
AS A DEBTOR AND ALLOWS THE CREDITOR TO OBTAIN A JUDGMENT AGAINST YOU WITHOUT
ANY FURTHER NOTICE.


 


SECOND
AMENDMENT


TO
TERM NOTE


 


THIS SECOND AMENDMENT TO TERM NOTE (“Second
Amendment”) is made as of March 16, 2009, by and among EF Johnson
Technologies, Inc., a Delaware corporation (formerly known as EFJ, Inc.),
E. F. Johnson Company, a Minnesota corporation, Transcrypt International, Inc.,
a Delaware corporation, and 3e Technologies International, Inc., a
Maryland corporation (jointly and severally, the “Borrower”) and Bank of
America, N.A., a national banking association (the “Lender”).


 


RECITALS


 


A.                                   Borrower
is obligated to Lender with respect to a term loan (the “Term Loan”) evidenced
by that certain Term Note dated as of July 11, 2006, as modified by that
certain First Amendment to Term Note dated as of March 10, 2008, made
payable by Borrower to Lender in the original principal amount of Fifteen
Million and 00/100 Dollars ($15,000,000.00)(the “Term Note”).


 


B.                                   The
Term Note evidences the Borrower’s obligations to repay advance(s) of
principal made by the Lender under a Revolving Line of Credit Loan Agreement
and Security Agreement, dated as of November 15, 2002, as amended by that
certain First Amendment to Revolving Line of Credit Loan Agreement and Security
Agreement dated as of September 13, 2004, and as further amended by that
certain Second Amendment to Revolving Line of Credit Loan Agreement and
Security Agreement dated as of July 11, 2006,  and as further amended by that certain Third
Amendment to Revolving Line of Credit Loan Agreement, Term Loan Agreement and
Security Agreement dated as of March 7, 2007, and as further modified by
that certain Fourth Amendment to Revolving Line of Credit Loan Agreement, Term
Loan Agreement and Security Agreement dated as of March 10, 2008 (the “Original
Loan Agreement”).  The Term Note is
governed, in part, by certain provisions of the Original Loan Agreement.


 


C.                                   The
Original Loan Agreement has been further amended by that certain Fifth
Amendment to Revolving Line of Credit Loan Agreement, Term Loan Agreement  and Security between Borrower and Lender, of
even date herewith (the Original 


 

















 


Loan
Agreement, as so modified, being referred to hereafter as the “Loan Agreement”)
to, among other things, (1) provide for the waiver of a certain financial
covenant as it applies for Borrower’s fiscal quarter ending December 31,
2008, (2) to amend certain existing financial covenants, and (3) for
certain other purposes.


 


D.                                  Borrower
and Lender desire to amend the Term Note to, among other things,  revise the interest rate in effect under the
Term Note.


 


AGREEMENTS


 


NOW, THEREFORE, in consideration of the
premises, the mutual agreements herein contained, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the Borrower and the Lender hereby agree as follows:


 


1.                                       Capitalized Terms.  Capitalized terms used in this Second
Amendment but not defined herein have the meanings ascribed to them in the Term
Note.


 


2.                                       Interest.  Section 1 of the Note entitled “Interest” is hereby deleted in its
entirety and restated as follows:


 


“1.                                 Interest.   Commencing as of the date hereof, interest
on the principal balance outstanding from time to time shall accrue at a
fluctuating annual rate equal to the “LIBOR-Based Rate” (as hereinafter
defined).  The LIBOR-Based Rate is equal
to the “LIBOR Rate” (as hereinafter defined) in effect from time to time plus
the applicable “LIBOR Margin” (as defined below).  The “LIBOR Rate” means the interest rate
determined by the following formula, rounded upward to the nearest 1/100 of one
percent.


 


	
  LIBOR Rate =

  	
   

  	
  London Inter-Bank Offered Rate

  	
   

  
	
   

  	
   

  	
  (1.00 - Reserve Percentage)

  	
   

  



 


“London Inter-Bank Offered Rate” means the
average per annum interest rate at which U.S. dollar deposits would be offered
for an “Interest Period” of one (1) month by major banks in the London inter-bank
market, as shown on the Telerate Page 3750 (or any successor page) at
approximately 11:00 a.m. London time two (2) London Banking Days
before the commencement of the Interest Period. 
If such rate does not appear on the Telerate Page 3750 (or any successor
page), the rate for that Interest Period will be determined by such alternate
method as reasonably selected by Lender. 
A “London Banking Day” is a day on which Lender’s London Banking Center
is open for business and dealing in offshore dollars.  “Reserve Percentage” means the total of the
maximum reserve percentages for determining the reserves to be maintained by
member banks of the 


 


2

















 


Federal Reserve System for Eurocurrency
Liabilities, as defined in Federal Reserve Board Regulation D, rounded upward
to the nearest 1/100 of one percent.  The
percentage will be expressed as a decimal, and will include, but not be limited
to, marginal, emergency, supplemental, special, and other reserve percentages.   The first day of the Interest Period must be
a day other than a Saturday, or a Sunday on which Lender is open for business
in New York and London and dealing in offshore dollars (a “LIBOR Banking Day”).  The last day of the Interest Period and the actual
number of days during the Interest Period will be determined by Lender using
the practices of the London inter-bank market. 
Absent manifest error, the Lender’s certificate to the Borrower stating
the LIBOR Rate for each Interest Period shall be conclusive.


 


The “LIBOR Margin” shall be based on the
Borrower’s ratio of “Funded Debt” (as defined in the Loan Agreement (as defined
below)) to “EBITDA” (as defined in the Loan Agreement), and is the applicable
annual rate of interest shown in the Performance Pricing Grid set forth
below.  The LIBOR Margin based on the
financial statements of Borrower previously provided to Lender, and having an
effective date of March 1, 2009,  is
the level 3 rate of 4.00%.  Unless
otherwise expressly provided in this Second Amendment, if the Borrower
comprises a parent corporation and its subsidiaries, the covenants herein
relating to the financial condition of the Borrower refer to the financial
condition of the parent corporation and those subsidiaries stated on a consolidated
basis.


 


The rate at which interest shall accrue under
this Note may change immediately upon any change at the commencement of each
Interest Period (if the London Inter-Bank Offered Rate has changed) and/or upon
any change in the LIBOR Margin.


 


If the LIBOR Rate is discontinued or
unavailable, interest on the outstanding principal balance shall accrue at the “Prime
Rate” (as hereafter defined) plus the applicable “Prime Margin” (as defined
below).  The “Prime Rate” is a
fluctuating rate announced by the Lender from time to time, in the Lender’s
sole discretion, as the Lender’s Prime Rate. 
Changes in the Prime Rate will be effective, without prior notice, as of
the date any change is announced.  The
Prime Rate is a reference rate only; it is not necessarily the most favorable
rate of interest that the Lender charges to any borrower or class of
borrowers.  The “Prime Margin” shall  be based on the Borrower’s ratio of Debt to
EBITDA, and is the applicable annual rate of interest shown in the Performance
Pricing Grid set forth below.


 


Pursuant to Section 6.11d. of the Loan
Agreement, as soon as available but in no event more than forty-five (45) days
after the close of each of the Borrower’s fiscal quarters, the Borrower will
provide management prepared balance sheets and profit and loss statements, with
supporting schedules, setting forth the financial 


 


3

















 


condition of the Borrower as of the end of
the most recent fiscal quarter and for the year to date.  The ratio of Borrower’s Funded Debt to EBITDA
will be measured at the end of each fiscal quarter of Borrower on a rolling
four quarter basis, pursuant to the financial statements most recently and
timely provided by Borrower in accordance with the Loan Agreement.  Any change in the LIBOR Margin (or the Prime
Margin if the LIBOR Rate is discontinued or unavailable) shall go into effect
the first day of the first calendar month following the due date for Borrower
to deliver such financial statements to Lender (e.g., financial statements to
be provided for the fiscal quarter ending June 30, 2009 are due on August 14,
2009; accordingly, if such statements are timely provided, the change in LIBOR
Margin would occur on September 1, 2009). If, however, Borrower fails to timely
provide the financial statements required under the Loan Agreement, the LIBOR
Margin shall automatically change to the level 1 rate of 5.00% (or if the Prime
Margin is applicable, then the rate shall change to the level 1 rate of 3.00%),
effective the first day of the first calendar month following the due date for
delivery of such financial statements to Lender.


 


Performance Pricing Grid means the following
table:


 


	
   

  	
   

  	
  Level 1

  	
   

  	
  Level 2

  	
   

  	
  Level 3

  	
   

  	
  Level 4

  	
   

  	
  Level 5

  	
   

  	
  Level 6

  	
   

  
	
  Debt/
  EBITDA

  	
   

  	
  Ratio > 6.00x

  	
   

  	
  6.00 > Ratio >

  	
   

  	
  5.00 > Ratio

  	
   

  	
  4.00 > Ratio >

  	
   

  	
  3.00 >  Ratio >

  	
   

  	
  Ratio < 2.00x

  	
   

  
	
  LIBOR
  +

  	
   

  	
  5.00%

  	
   

  	
  4.50%

  	
   

  	
  4.00%

  	
   

  	
  3.50%

  	
   

  	
  3.00%

  	
   

  	
  2.50%

  	
   

  
	
  Prime
  Rate +

  	
   

  	
  3.00%

  	
   

  	
  2.50%

  	
   

  	
  2.00%

  	
   

  	
  1.50%

  	
   

  	
  1.00%

  	
   

  	
  .50%

  	
   

  



 


All interest payable under the terms of this
Note shall be calculated by applying a daily interest rate, determined by
multiplying the outstanding principal balance by the applicable annual interest
rate and dividing the resulting product by 360, to the actual number of days
principal is outstanding.”


 


3.                                       Default Interest.  Section 3 of the Term Note entitled “Default
Interest” is hereby deleted in its entirety and restated, as follows:


 


“Default
Interest.  Upon the
occurrence of an Event of Default (as hereinafter defined), the unpaid
Principal Sum shall bear interest thereafter, until the Event of Default is
cured, at a rate of four percent (4%) per annum in excess of the rate of
interest that would otherwise be in effect under this Note.”


 


4

















 


4.                                       Reaffirmation of terms; no offsets or defenses.  Except as modified by this Second Amendment,
the Term Note remains in full force and effect and unmodified.  Borrower warrants and represents that it has
no offsets or defenses to its obligations under the Term Note, as modified by
this Second Amendment.


 


5.                                       Confession of judgment.  The Borrower hereby appoints or reappoints
(as the case may be) Joseph P. Corish and Jennifer A. Brust, and each of them,
as the Borrower’s true and lawful attorney-in-fact, for the Borrower, in the
Borrower’s name, place and stead, to confess judgment against the Borrower,
following the occurrence of an Event of Default, in the office of the Clerk of
the Circuit Court of Montgomery County, Maryland, for the outstanding principal
balance owing under the Term Note, as amended hereby, together with interest,
late payment charges, court costs, and attorneys fees of Fifteen Percent (15%)
of the then outstanding principal balance, hereby ratifying and confirming the
acts of said attorney-in-fact as if done by the Borrower.  Notwithstanding the amount confessed for
attorneys fees, Lender agrees that enforcement of the judgment for such
attorneys fees so confessed shall not exceed the amount of fees and expenses
actually charged by counsel for Lender for services rendered by counsel in
connection with the confession of such judgment and the collection of the sums
owing by Borrower to Lender.  The
Borrower consents to immediate execution of any such confessed judgment and
waives the benefit of any exemption laws. 
Any provisions set forth hereafter regarding arbitration of disputes
between the Borrower and the Lender shall not be deemed to limit Lender’s right
to have the attorneys-in-fact named in this paragraph confess judgment against
the Borrower in favor of the Lender following the occurrence of an Event of
Default.


 


6.                                       Arbitration.  Provisions of the Loan Agreement specifying
that certain disputes between the Borrower and the Lender shall be resolved by
binding arbitration are incorporated by reference into the Term Note as
modified by this Second Amendment and shall have the same force and effect as
if fully set forth in the Term Note as modified by this Second  Amendment.


 


7.                                       Lender consent.  Lender has executed this Second Amendment for
the sole purpose of evidencing its consent hereto, and not for the purpose of
becoming liable on the Term Note as a co-maker, endorser or guarantor.


 


(Signatures and Notary Acknowledgments on
following pages)


 


5

















 


IN WITNESS WHEREOF, the undersigned have duly
executed this Second Amendment as of the day and year first hereinabove set
forth, the Lender having signed for the sole purpose of evidencing its consent
to the amendments herein contained and not for the purpose of becoming a co-maker
of the Term Note.


 


	
   

  	
   

  	
  EF JOHNSON TECHNOLOGIES, INC., a Delaware corporation

  (formerly known as EFJ, INC.)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   /s/ Jana Ahlfinger Bell

  	
  (SEAL)

  
	
   

  	
   

  	
  Name: Jana Ahlfinger Bell

  
	
   

  	
   

  	
  Title:  Executive Vice
  President and Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
  State of Texas

  	
   

  	
  )

  
	
  County of Dallas

  	
   

  	
  ) To Wit:

  



 


Acknowledged before me by Jana Ahlfinger Bell
as Executive Vice President and Chief Financial Officer of EF Johnson
Technologies, Inc., a Delaware corporation (formerly known as EFJ, Inc.),
this 16th day of March, 2009.


 


	
  [SEAL]

  	
  /s/ Elaine Flud Rodriguez

  	
   

  
	
   

  	
  Notary Public

  
	
   

  	
   

  
	
  My commission expires:

  	
  September 23, 2009

  	
   

  
	
  My registration number:

  	
   

  	
   

  
					



 


	
   

  	
   

  	
  E. F. JOHNSON COMPANY, a Minnesota corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Jana Ahlfinger Bell

  	
  (SEAL)

  
	
   

  	
   

  	
  Name: Jana Ahlfinger Bell

  
	
   

  	
   

  	
  Title:  Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
  State of Texas

  	
   

  	
  )

  
	
  County of Dallas

  	
   

  	
  ) To Wit:

  



 


Acknowledged before me by Jana Ahlfinger Bell
as Chief Financial Officer of E.F. Johnson Company, a Minnesota corporation,
this 16th day of March, 2009.


 


	
  [SEAL]

  	
  /s/ Elaine Flud Rodriguez

  	
   

  
	
   

  	
  Notary Public

  
	
   

  	
   

  
	
  My commission expires:

  	
  September 23, 2009

  	
   

  
	
  My registration number:

  	
   

  	
   

  
					



 


6

















 


	
   

  	
   

  	
  TRANSCRYPT INTERNATIONAL, INC., a Delaware corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Jana Ahlfinger Bell

  	
  (SEAL)

  
	
   

  	
   

  	
  Name: Jana Ahlfinger Bell

  
	
   

  	
   

  	
  Title:  Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
  State of Texas

  	
   

  	
  )

  
	
  County of Dallas

  	
   

  	
  ) To Wit:

  



 


Acknowledged before me by Jana Ahlfinger Bell
as Chief Financial Officer of Transcrypt International, Inc., a Delaware
corporation, this 16th day of March, 2009.


 


	
  [SEAL]

  	
  /s/ Elaine Flud Rodriguez

  	
   

  
	
   

  	
  Notary Public

  
	
   

  	
   

  
	
  My commission expires:

  	
  September 23, 2009

  	
   

  
	
  My registration number:

  	
   

  	
   

  
					



 


 


	
   

  	
   

  	
  3e TECHNOLOGIES INTERNATIONAL, INC., a Maryland corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Jana Ahlfinger Bell

  	
  (SEAL)

  
	
   

  	
   

  	
  Name: Jana Ahlfinger Bell

  
	
   

  	
   

  	
  Title:  Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
  State of Texas

  	
   

  	
  )

  
	
  County of Dallas

  	
   

  	
  ) To Wit:

  



 


Acknowledged before me by Jana Ahlfinger Bell
as Chief Financial Officer of 3e Technologies International, Inc., a
Delaware corporation, this 16th day
of March, 2009.


 


 


	
  [SEAL]

  	
  /s/ Elaine Flud Rodriguez

  	
   

  
	
   

  	
  Notary Public

  
	
   

  	
   

  
	
  My commission expires:

  	
  September 23, 2009

  	
   

  
	
  My registration number:

  	
   

  	
   

  
					



 


7

















 


	
   

  	
   

  	
  BANK OF AMERICA, N.A.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Michael J. Radcliffe

  	
  (SEAL)

  
	
   

  	
   

  	
  Name: Michael J. Radcliffe

  
	
   

  	
   

  	
  Title:  Senior Vice President

  
	
   

  	
   

  	
   

  
	
  State of Maryland

  	
   

  	
  )

  
	
  County of Prince George’s

  	
   

  	
  ) To Wit:

  
	
   

  
	
  Acknowledged before me by Michael J.
  Radcliffe as Senior Vice President of Bank of America, N.A., this 16th day of March, 2009.

  
	
   

  
	
   

  
	
  [SEAL]

  	
  /s/ Faatimah R. Wilson

  	
   

  
	
   

  	
  Notary Public

  
	
   

  	
   

  
	
  My commission expires:

  	
  February 4, 2013

  	
   

  
	
  My registration number:

  	
   

  	
   

  
								



 


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