Exhibit
10.1


 


SIXTH
AMENDMENT TO REVOLVING LINE OF CREDIT LOAN

AGREEMENT, TERM LOAN AGREEMENT AND SECURITY AGREEMENT


 


THIS
SIXTH AMENDMENT TO REVOLVING LINE OF CREDIT LOAN AGREEMENT, TERM LOAN AGREEMENT
AND SECURITY AGREEMENT (this “Sixth Amendment”) is made as of March 1,
2010, by and among EF JOHNSON TECHNOLOGIES,
INC., a Delaware corporation (formerly known as EFJ, Inc.), E.F. JOHNSON COMPANY, a Minnesota corporation
(successor-by-merger to Transcrypt International, Inc.), and 3e TECHNOLOGIES INTERNATIONAL, INC., a Maryland corporation
(collectively, jointly and severally, the “Borrower”), all having an
address at c/o EF Johnson Technologies, Inc., 1440 Corporate Drive,
Irving, Texas 75038; and BANK OF AMERICA, N.A.,
a national banking association (the “Lender”).


 


RECITALS


 


A.                                   The Borrower and the Lender are parties
to that certain 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
(the “Second Amendment”), 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 6, 2007, and as further amended by
that certain Fourth Amendment to Revolving Line of Credit Loan Agreement, Term
Loan Agreement and Security Agreement dated as of March 10, 2008, and as
further amended by that certain Fifth Amendment to Revolving Line of Credit
Loan Agreement, Term Loan Agreement and Security Agreement dated as of March 16,
2009 (as amended and in effect, the “Loan Agreement”).


 


B.                                     The Loan Agreement governs and secures (1) a
certain revolving line of credit loan in the maximum principal amount of Ten
Million and 00/100 Dollars ($10,000,000.00), which loan is evidenced by that
certain Revolving Note dated as of November 15, 2002, as amended by that
certain First Amendment to Revolving Note dated as of September 13, 2004,
and as further amended by that certain Second Amendment to Revolving Note dated
as of July 11, 2006, and as further amended by that certain Third
Amendment to Revolving Note dated as of March 10, 2008, and as further
amended by that certain Fourth Amendment to Revolving Note dated as of March 16,
2009, made by the Borrower payable to the Lender in the maximum principal
amount of Ten Million and 00/100 Dollars ($10,000,000.00) (as amended and in
effect, the “Revolving Note”); and (2) a certain term loan in the
original principal amount of Fifteen Million and 00/100 Dollars
($15,000,000.00), evidenced by that certain Term Note dated as of July 11,
2006, as amended by that certain First Amendment to Term Note dated as of March 10,
2008, and as further amended by that certain Second Amendment to Term Note
dated as of March 16, 2009, made by the Borrower payable to the


 

















 


Lender in the
original principal amount of Fifteen Million and 00/100 Dollars
($15,000,000.00) (as amended and in effect, the “Term Note”).


 


C.                                     Contemporaneously with the execution and
delivery of this Sixth Amendment, the Borrower and the Lender are entering into
(1) that certain Fifth Amendment to Revolving Note dated as of March 1,
2010 (the “Amendment to Revolving Note”), (2) that certain Third
Amendment to Term Note dated as of March 1, 2010 (the “Amendment to
Term Note”), and (3) that certain First Amendment to Pledge Agreement
dated as of March 1, 2010 (the “Amendment to Pledge Agreement”).


 


D.                                    The Borrower is not in compliance with
one or more of the financial covenants set forth in Section 6.14 of the
Loan Agreement for one or more of the fiscal quarters of the Borrower ending (i) March 31,
2009, (ii) June 30, 2009, (iii) October 31, 2009, and/or (iv) December 31,
2009.  The Borrower has made a request to
the Lender to waive such financial covenant defaults on a one time basis.  The Lender is willing to waive such financial
covenant defaults on a one time basis, subject to (a) the terms and
conditions set forth in this Sixth Amendment, and (b) the further
amendment of the Loan Agreement (1) to reduce the maximum principal amount
of the line of credit governed and secured by the Loan Agreement, (2) to
obtain additional security for the loans governed and secured by the Loan
Agreement, and (3) for certain other purposes, as more fully set forth
hereafter.


 


AGREEMENTS


 


NOW,
THEREFORE, in consideration of 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 Sixth
Amendment but not defined herein have the meanings ascribed to them in the Loan
Agreement.


 


2.                                       Representations and
Warranties.  To induce the Lender to enter into this Sixth
Amendment, the Borrower provides the following representations and warranties
to the Lender:


 


a.                                       The Borrower’s books and records properly
reflect the Borrower’s financial condition, and no material adverse change in
the Borrower’s financial condition has occurred since the last date that the
Borrower provided financial reports to the Lender;


 


b.                                      No litigation which, in the aggregate, is
material to Borrower’s operations or financial condition, is pending or
threatened against the Borrower of which the Borrower has not informed the
Lender in writing or which is not disclosed in the Borrower’s required public filings
with the Securities and Exchange Commission;


 


c.                                       Except as set forth in the Recitals to
this Sixth Amendment with respect to Borrower’s noncompliance with the
financial covenants set forth in Section 6.14 of the Loan Agreement, the
Borrower is in compliance with all provisions of the Loan


 


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Agreement, with all
provisions of the other Loan Documents, and with all applicable laws and
regulations;


 


d.                                      The Borrower has the power and authority
to enter into this Sixth Amendment, to perform its obligations hereunder, to
execute all documents, instruments, and agreements required in connection
herewith or related hereto, and to incur the obligations provided for herein,
all of which have been duly authorized and approved in accordance with the
Borrower’s organizational documents;


 


e.                                       This Sixth Amendment, together with all
documents, instruments, and agreements required in connection herewith or
related hereto, constitute the valid and legally binding obligations of the
Borrower in accordance with their respective terms;


 


f.                                         The obligations of the Borrower under the
Loan Documents remain valid and enforceable obligations, and the execution and
delivery of this Sixth Amendment and the other documents executed in connection
herewith shall not be construed as a novation of the Loan Agreement or the
other Loan Documents; and


 


g.                                      There have been no changes to the
Borrower’s organizational documents as of the date of this Sixth Amendment,
except (i) with respect to the merger of Transcrypt International, Inc.,
a Delaware corporation, with and into E.F. Johnson Company on April 1,
2009, which the Lender hereby acknowledges and consents to, and (ii) as
have been fully disclosed and previously delivered to the Lender, and all of
the Borrower’s organizational documents previously delivered to the Lender in
conjunction with the Loan Agreement remain in full force and effect and
unmodified.


 


3.                                       Acknowledgement of
Indebtedness.  The Borrower hereby
acknowledges and agrees that, in accordance with the terms and conditions of
the Loan Documents, it is liable to the Lender as follows:


 


a.                                       Owed under the Revolving Note as of February 19,
2010:


 


	
  Principal

  	
   

  	
  $

  	
  0.00

  	
   

  
	
  Interest

  	
   

  	
  $

  	
  0.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Total

  	
   

  	
  $

  	
  0.00

  	
   

  



 


b.                                      Owed under the Term Note as of February 19,
2010:


 


	
  Principal

  	
   

  	
  $

  	
  15,000,000.00

  	
   

  
	
  Interest

  	
   

  	
  $

  	
  100,243.26

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Total

  	
   

  	
  $

  	
  15,100,243.26

  	
   

  



 


c.                                       For all amounts now due, or hereafter
coming due, to the Lender under or in connection with any credit card
agreements, Letters of Credit (including, without limitation, that certain
outstanding Letter of Credit in the amount of $750,000.00), banker’s
acceptances, automated clearinghouse agreements, cash management


 


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agreements, deposit account
agreements, or similar account agreements or arrangements and/or under any
hedge or swap agreements.


 


d.                                      For all interest accruing upon the
principal balances of  the Notes from and
after February 19, 2010, and for all fees, costs, expenses, and costs of
collection (including attorneys’ fees and expenses) heretofore or hereafter
accruing or incurred by the Lender in connection with the Loan Documents,
including, without limitation, all reasonable attorneys’ fees and expenses
incurred in connection with the negotiation and preparation of this Sixth
Amendment and all documents, instruments, and agreements required in connection
herewith or related hereto (collectively, the “Amendment Documents”).


 


Hereinafter all
amounts due as set forth in this Paragraph 3, and all amounts payable under or
in connection with this Sixth Amendment, and all other amounts due under the
Loan Documents, as amended hereby, shall be referred to collectively as the “Obligations”.


 


4.                                       Waiver of Claims; Release. In consideration of Lender’s agreements
set forth herein, the Borrower hereby acknowledges and agrees that it has no
offsets, defenses, claims, or counterclaims against the Lender or the Lender’s
officers, directors, employees, attorneys, representatives, predecessors,
parent, subsidiaries, shareholder, affiliates, successors, and assigns
(collectively, the “Lender Parties”)
with respect to the Obligations, the Loan Documents, and/or the transactions
related thereto, and that if the Borrower now has, or ever did have, any offsets,
defenses, claims, or counterclaims against the Lender Parties, or any one of
them, whether known or unknown, at law or in equity, from the beginning of the
world through this date and through the time of execution of this Sixth
Amendment, all of them are hereby expressly WAIVED,
and the Borrower hereby RELEASES
the Lender Parties from any liability therefor.


 


5.                                       Ratification of Loan
Documents; Cross-Default; Cross-Collateralization; Further Assurances.  The Borrower:


 


a.                                       Hereby ratifies, confirms, and reaffirms
all and singular the terms and conditions of the Loan Documents.  The Borrower further acknowledges and agrees
that except as specifically amended in this Sixth Amendment and the Amendment
Documents, all terms and conditions of the Loan Documents shall remain in full
force and effect;


 


b.                                      Hereby ratifies, confirms, and reaffirms
that (i) the obligations secured by the Loan Documents include, without
limitation, the Obligations, and any future modifications, amendments,
substitutions or renewals thereof, (ii) all Collateral, whether now
existing or hereafter acquired, granted to the Lender pursuant to the Loan
Documents, the Amendment Documents, or otherwise shall secure all of the
Obligations until full and final payment of the Obligations, and (iii) the
occurrence of a default and/or event of default under any Loan Document and/or
any Amendment Document shall constitute an event of default under all of the
Loan Documents and all of the Amendment Documents, it being the express intent
of the Borrower that all of the Obligations be fully cross-collateralized and
cross-defaulted; and


 


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c.                                       Shall, from and after the execution of
this Sixth Amendment, execute and deliver to the Lender whatever additional documents,
instruments, and agreements that the Lender may require in order to vest or
perfect the Loan Documents and the Amendment Documents and the collateral
granted herein and therein more securely in the Lender and to otherwise give
effect to the terms and conditions of this Sixth Amendment and the other
Amendment Documents.


 


6.                                       Conditions Precedent. 
The Lender’s agreements set forth herein shall not be effective unless
and until each of the following conditions precedent have been fulfilled, all
as determined by the Lender in its sole and exclusive discretion:


 


a.                                       The Borrower shall have executed and
delivered to the Lender the Amendment to Revolving Note in the form attached
hereto as Exhibit “A”;


 


b.                                      The Borrower shall have executed and
delivered to the Lender the Amendment to Term Note in the form attached hereto
as Exhibit “B”;


 


c.                                       The Borrower shall have executed and
delivered to the Amendment to Pledge Agreement in the form attached hereto as Exhibit “C”;


 


d.                                      The Lender shall have conducted a field examination
of the Borrower, including a review and testing of the financial books and
records of the Borrower, which field examination shall be satisfactory to the
Lender in all respects and be conducted at the sole cost and expense of the
Borrower with all such costs and expenses being reimbursed to the Lender upon
demand, and the Borrower shall fully cooperate with the Lender and its field
examiner, and/or their respective agents in conjunction with such field
examination;


 


e.                                       The Borrower shall have paid the portion
of the Amendment Fee due on or before the execution of this Sixth Amendment, as
set forth in Paragraph 14 hereof.


 


f.                                         All action on the part of the Borrower
necessary for the valid execution, delivery and performance by the Borrower of
this Sixth Amendment and the other Amendment Documents shall have been duly and
effectively taken and evidence thereof satisfactory to the Lender shall have
been provided to the Lender; and


 


g.                                      This Sixth Amendment, and the other
Amendment Documents, shall be executed and delivered to the Lender by the
parties thereto, shall be in full force and effect and shall be of form and
substance satisfactory to the Lender.


 


7.                                       Waiver of Covenant
Defaults; Next Quarterly Testing. The Lender hereby waives the following specific
Events of Default arising under the Loan Agreement:


 


a.                                       The failure of the Borrower to comply
with the Funded Debt to EBITDA covenant set forth in Section 6.14 of the
Loan Agreement, for the fiscal quarter ending December 31, 2009;


 


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b.                                      The failure of the Borrower to comply
with the Fixed Charge Coverage Ratio covenant set forth in Section 6.14 of
the Loan Agreement, for the fiscal quarter ending December 31, 2009; and


 


c.                                       The failure of the Borrower to comply
with the Minimum Quarterly EBITDA covenant set forth in Section 6.14 of
the Loan Agreement, for the fiscal quarter ending December 31, 2009.


 


This waiver
relates only to the specific Events of Default identified above for the
specific time period indicated, is a one-time waiver, and shall not be deemed
to constitute (x) a continuing waiver of the provisions of Section 6.14
of the Loan Agreement, or a waiver of any other provisions of the Loan
Agreement or of the other Loan Documents, or (y) a waiver of any other
Events of Default, whether now existing or hereafter arising.


 


Furthermore, the
Lender shall not be testing for compliance of the financial covenants set forth
in Section 6.14 of the Loan Agreement for the quarter ending March 31,
2010 and hereby waives compliance by the Borrower with such covenants for such
quarter.


 


8.                                       Amendments to Loan
Agreement.


 


a.                                       Definitions. 
The following definitions set forth in Section 1.1 of the Loan
Agreement are hereby amended as follows:


 


i                                             Definition of Borrower. 
The definition of “Borrower” set forth in Section 1.1 of the Loan
Agreement is hereby deleted in its entirety and the following inserted in its
place:


 


““Borrower” means EF Johnson Technologies, Inc.
(formerly known as EFJ, Inc.), E.F. Johnson Company, and 3e Technologies
International, Inc., and to each such Person or to all of them, as the
context may require, and the representations and obligations hereunder of the
Persons comprised by the term “Borrower” shall be joint and several.  For purposes of testing compliance with the
financial covenants hereinafter, the negative covenants hereinafter, and
pricing under the Revolving Note or the Term Note that is based on the Borrower’s
financial performance, financial information concerning the Borrower shall mean
financial information for EF Johnson Technologies, Inc. (formerly known as
EFJ, Inc.), E.F. Johnson Company, and 3e Technologies International, Inc.,
stated on a consolidated basis.  In
addition, the financial reporting to be provided by the Borrower shall be
provided for EF Johnson Technologies, Inc. (formerly known as EFJ, Inc.),
E.F. Johnson Company, and 3e Technologies International, Inc., on a
consolidated and consolidating basis unless otherwise requested by the Lender.”


 


ii                                          Definition of Letter of Credit Sublimit. 
The definition of “Letter of Credit Sublimit” set forth in Section 1.1
of the Loan Agreement is hereby deleted in its entirety and the following
inserted in its place:


 


““Letter of Credit Sublimit” means Three
Million Seven Hundred Fifty Thousand and 00/100 Dollars ($3,750,000.00).”


 


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iii                                       Definition of Maximum Revolving
Commitment Amount.  The definition of “Maximum Revolving
Commitment Amount” set forth in Section 1.1 of the Loan Agreement is
hereby deleted in its entirety and the following inserted in its place:


 


““Maximum Revolving Commitment Amount” means
Three Million Seven Hundred Fifty Thousand and 00/100 Dollars ($3,750,000.00),
or such lesser amount that the Borrower may request as hereinafter provided.”


 


iv                                      Definition of Performance Pricing Grid. 
The definition of “Performance Pricing Grid” set forth in Section 1.1
of the Loan Agreement is hereby deleted in its entirety.


 


v                                         Definition of Revolving Loan. 
The definition of “Revolving Loan” set forth in Section 1.1 of the
Loan Agreement is hereby deleted in its entirety and the following inserted in
its place:


 


““Revolving Loan” means the revolving loan
facility made available by the Lender to the Borrower pursuant to this Agreement
in the maximum principal amount of Three Million Seven Hundred Fifty Thousand
and 00/100 Dollars ($3,750,000.00), evidenced by the Revolving Note.”


 


vi                                      Definition of Revolving Note. 
The definition of “Revolving Note” set forth in Section 1.1 of the
Loan Agreement is hereby deleted in its entirety and the following inserted in
its place:


 


““Revolving Note” means the Borrower’s
promissory note entitled Revolving Note, dated as of November 15, 2002, as
amended by that certain First Amendment to Revolving Note dated as of September 13,
2004, and as further amended by that certain Second Amendment to Revolving Note
dated as of July 11, 2006, and as further amended by that certain Third
Amendment to Revolving Note dated as of March 10, 2008, and as further amended
by that certain Fourth Amendment to Revolving Note dated as of March 16,
2009, and as further amended by that certain 
Fifth Amendment to Revolving Note dated as of February     ,
2010 payable to the order of the Lender in the maximum principal amount of
Three Million Seven Hundred Fifty Thousand and 00/100 Dollars ($3,750,000.00),
and evidencing the Borrower’s obligation to repay the Revolving Loan, as said
Revolving Note may be further amended from time to time.”


 


b.                                      Amendment to Unused Line
Fee.                  The following is hereby inserted in to the Loan
Agreement as Section 2.4b. to replace the former Section 2.4b. which
was deleted pursuant to the Second Amendment:


 


“b.                                an unused fee on any difference between
the Maximum Revolving Commitment Amount and the amount of the Revolving Loan
the Borrower actually uses, determined by the average of the daily amount of
the Revolving Loan outstanding during each month (including the amount of any
LOC Obligations).  The fee will be
calculated at fifty (50) basis points per year. 
The fee is calculated and 


 


7





















 


payable monthly, in arrears, commencing on February 1,
2010 until the expiration of the availability of Advances under this Agreement.”


 


9.                                       Prepayments. 
The Lender hereby agrees that partial prepayments of the Obligations do
not, on their own, require the termination of the hedge or swap agreements
currently in effect between the Lender and the Borrower, or require the payment
of a prepayment fee or premium thereunder, provided, however, that the
Borrower acknowledges and agrees that reductions in the outstanding amount of
the Obligations as a result of partial prepayments may not be recognized under
any such hedge or swap agreements(1).


 


10.                                 Discretionary Advances. 
From and after the date of execution of this Sixth Amendment, all
Advances shall be on a discretionary basis. 
In connection therewith, the Lender may, but is not obligated to, make
discretionary advances, loans, or other financial accommodations (hereinafter,
collectively, “Discretionary Advances”) to the Borrower under the
Revolving Note on a day to day basis.  In
connection therewith:


 


a.                                       The Lender’s decision to make any
Discretionary Advances shall be completely within the discretion of the Lender,
and a decision to make one or more Discretionary Advances will not be an
indication that any future Discretionary Advances will be made.  The Lender expressly reserves the right,
without further notice, to cease making Discretionary Advances at any time the
Lender deems appropriate.


 


b.                                      Requests for Discretionary Advances shall
be made in accordance with the provisions of the Loan Agreement and the other
Loan Documents.


 


c.                                       To the extent that the Lender does make
Discretionary Advances, all such Discretionary Advances shall: (i) be made
in accordance with, and subject to, the provisions of the Loan Agreement and
the other Loan Documents, (ii) be made, if at all, subject to the Allowed
Amount of Advances, (iii) constitute part of the Revolving Loan, and (iv) be
secured by all of the Collateral.


 


d.                                      The making of any Discretionary Advances
in excess of the Allowed Amount of Advances, or otherwise than in strict
conformance with the terms of the Loan Agreement or of the other Loan Documents
is for the Borrower’s benefit and does not in any way affect the unconditional
obligation of the Borrower to repay such Discretionary Advances and all other
amounts due under the Loan Agreement and the other Loan Documents in accordance
with the terms thereof.


 


e.                                       It is specifically acknowledged and
agreed that the Lender shall have the right, at any time and for any reason, to
refuse to make any Discretionary Advances to the Borrower regardless of whether
or not (i) the Borrower is in compliance with the terms and conditions of
the Loan Agreement and the other Loan Documents, (ii) a default or an 


 






(1) By way of example, and for the avoidance of doubt, if the
outstanding principal balance of the Term Loan is Fifteen Million and 00/100
Dollars ($15,000,000.00) and the Borrower prepays the Term Loan such that the
outstanding principal balance thereof is then Ten Million and 00/100 Dollars
($10,000,000.00), the Borrower acknowledges that it  may be required to continue to make payments
under a hedge or swap agreement as if the outstanding principal balance of the
Term Loan was still Fifteen Million and 00/100 Dollars ($15,000,000.00).


 


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Event of Default has
occurred, or (iii) the Discretionary Advances will not exceed the Allowed
Amount of Advances.


 


11.                                 Letters of Credit. 
Notwithstanding anything in any Letter of Credit, Letter of Credit
Agreement, or any other Loan Document to the contrary, from and after the date
of execution of this Sixth Amendment, the Borrower and the Lender agree that (i) the
expiry date(s) of any outstanding Letter(s) of Credit will not be
extended beyond the original expiry date(s) set forth in such Letter(s) of
Credit (or if such original expiry date was extended prior to the date hereof,
then beyond any such extended expiry date), and (ii) shall not issue any
additional Letter(s) of Credit to the Borrower unless the Borrower
provides the Lender with cash collateral for such Letter(s) of Credit in
an amount equal to one hundred two percent (102.0%) of the face amount(s) of
such Letter(s) of Credit.


 


12.                                 Additional Cash Collateral. 
In addition to any other Collateral, the Borrower shall, as additional
security for the Obligations:


 


a.                                       Contemporaneously with the execution and
delivery of this Sixth Amendment, execute and deliver to the Lender the
Amendment to Pledge Agreement, which, among other things, shall amend that
certain Pledge Agreement dated March 16, 2009 by and between the Borrower
and the Lender to include all Obligations within the definition of “Indebtedness”
set forth therein.


 


b.                                      Within three (3) Business Days
following the Borrower’s receipt of substantially all of the amounts currently
due and outstanding as of the date of this Sixth Amendment from the State of
California in connection with Accounts related to (i) the California
Highway Patrol, and (ii) the California Department of Transportation, but
in no event later than June 15, 2010, deliver to the Lender, in good and
collected funds, the sum of One Million and 00/100 Dollars ($1,000,000.00) (the
“A/R Cash Pledge”), to be deposited as additional cash collateral in the
account pledged to the Lender pursuant to the Pledge Agreement (the “Pledged
Account”) and held by the Lender (along with any and all interest thereon,
provided that the Lender agrees to release such interest to the Borrower as
long as no default or Event of Default has occurred under the Loan Documents
and provided that such release will not cause the amount in the Pledged Account
to drop below a sum reasonably acceptable to the Lender in its sole and
exclusive discretion), until the earlier to occur of (1) full satisfaction
and payment by Borrower of all Obligations, or (2) the Lender providing,
in a writing signed by the Lender, a release of the A/R Cash Pledge as
collateral for the Obligations (it being acknowledged and agreed that the
decision by the Lender to provide any such written release shall be made by the
Lender in its sole and exclusive discretion and may be withheld by the Lender
for any reason or no reason).


 


c.                                       On or before June 15, 2010, deliver
to the Lender, in good and collected funds, the sum of Two Million Five Hundred
Thousand and 00/100 Dollars ($2,500,000.00) (the “Additional Cash Pledge”),
to be deposited as additional cash collateral in the Pledged Account and held
by the Lender (along with any and all interest thereon, provided that the
Lender agrees to release such interest to the Borrower as long as no default or
Event of Default has occurred under the Loan Documents and provided


 


9
















 


that such release will
not cause the amount in the Pledged Account to drop below a sum reasonably
acceptable to the Lender in its sole and exclusive discretion), until the
earlier to occur of (1) full satisfaction and payment by Borrower of all
Obligations, or (2) the Lender providing, in a writing signed by the
Lender, a release of the Additional Cash Pledge as collateral for the
Obligations (it being acknowledged and agreed that the decision by the Lender
to provide any such written release shall be made by the Lender in its sole and
exclusive discretion and may be withheld by the Lender for any reason and no
reason).


 


d.                                      The A/R Cash Pledge and the Additional
Cash Pledge shall be part of the “Collateral”, as such term is defined in the
Loan Agreement and the Pledge Agreement. 
The Borrower hereby grants to the Lender a first priority security
interest in the A/R Cash Pledge and the Additional Cash Pledge as collateral
for the Obligations.  There shall not
exist, at any time, any lien or encumbrance against the A/R Cash Pledge and/or
the Additional Cash Pledge except as permitted under the Loan Agreement or the
other Loan Documents, or which would otherwise be for the benefit of the
Lender.  The Borrower shall take all such
further actions as the Lender may request to facilitate the Lender obtaining a
first priority perfected security interest in and to the A/R Cash Pledge and/or
the Additional Cash Pledge and all products and proceeds thereof.


 


13.                                 Supplemental Financial
Reporting.  In addition to the financial reporting
currently required under the Loan Documents, on (i) the date of the
execution of this Sixth Amendment, (ii) March 5, 2010, (iii) April 9,
2010, (iv) May 7, 2010, and (v) June 7, 2010, the Borrower
shall provide the Lender with a thirteen (13) week rolling cash flow report and
forecast of the Borrower’s business operations in form and substance
satisfactory to the Lender in its sole and exclusive discretion (each a “Cash
Flow Report”), which Cash Flow Reports shall include a comparison of the most
recent Cash Flow Report to actual results of the Borrower’s business operations
for the prior month.


 


14.                                 Fees. 
In consideration of the Lender’s agreements set forth herein, the
Borrower shall pay the Lender the following fees:


 


a.                                       A fee (the “Amendment Fee”) in the following amounts on the following
dates:


 


i                                             on or before the date of the execution of
this Sixth Amendment, an amount equal to $109,968.74;


 


ii                                          on or before April 19, 2010, an
amount equal to one-quarter of one percent (0.25%) of the result of the
following:


 


(x) the sum of the Maximum Revolving Commitment
Amount, plus


 


(y) the outstanding principal balance of the Term
Loan as of April 15, 2010, less


 


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(z) the current balance of all cash collateral
pledged to the Lender pursuant to the Pledge Agreement as of April 15,
2010; and


 


iii                                       on or before June 18, 2010, an
amount equal to one-quarter of one percent (0.25%) of the result of the
following:


 


(x) the sum of the Maximum Revolving Commitment
Amount, plus


 


(y) the outstanding principal balance of the Term
Loan as of June 15, 2010, less


 


(z) the current balance of all cash collateral
pledged to the Lender pursuant to the Pledge Agreement as of June 15,
2010;


 


The Amendment Fee shall be: (a) fully earned as
of the date of the execution of this Sixth Amendment, (b) retained by the
Lender as a fee and not applied in reduction of any other Obligations, and (c) part
of the Obligations and secured by all of the Collateral.


 


b.                                      A fee (the “Retroactive Unused Line
Fee”) in the amount of Five Thousand and 00/100 Dollars ($5,000.00).  The Retroactive Unused Line Fee shall be: (a) fully
earned as of the date of the execution of this Sixth Amendment, (b) retained
by the Lender as a fee and not applied in reduction of any other Obligations, (c) part
of the Obligations and secured by all of the Collateral, and (d) paid to
the Lender within three (3) Business Days of the date of the execution of
this Sixth Amendment.


 


15.                                 Costs and Expenses.  The Borrower shall reimburse the Lender on demand for
any and all unreimbursed costs, expenses, and costs of collection (including
attorneys’ fees and expenses) heretofore or hereafter incurred by the Lender in
connection with the protection, preservation, and enforcement by the Lender of
its rights and remedies under the Loan Documents, this Sixth Amendment and/or
the other Amendment Documents, including, without limitation, the negotiation
and preparation of this Sixth Amendment and the other Amendment Documents.


 


16.                                 Arbitration.


 


This
paragraph concerns the resolution of any controversies or claims between the
Borrower and the Lender, whether arising in contract, tort or by statute,
including but not limited to controversies or claims that arise out of or
relate to: (i) the Loan Agreement or this Sixth Amendment (including any
renewals, amendments, extensions, or modifications of the same); or (ii) any
other Loan Document or Amendment Document (collectively, a “Claim”).


 


At the
request of the Borrower or the Lender, any Claim shall be resolved by binding
arbitration in accordance with the Federal Arbitration Act (Title 9, U.S. Code)
(the “Act”).  The Act will apply even
though the Loan Agreement provides that it is governed by the law of a
specified state.


 


11

















 


Arbitration
proceedings will be determined in accordance with the Act, the applicable rules and
procedures for the arbitration of disputes of JAMS or any successor thereof (“JAMS”),
and the terms of this paragraph.  In the
event of any inconsistency, the terms of this paragraph shall control.


 


The
arbitration shall be administered by JAMS and conducted in any U.S. state where
real or tangible personal property collateral for this credit is located or if
there is no such collateral, in Maryland. 
All Claims shall be determined by one arbitrator; however, if Claims
exceed Five Million and 00/100 Dollars ($5,000,000.00), upon the request of any
party, the Claims shall be decided by three arbitrators.  All arbitration hearings shall commence
within ninety (90) days of the demand for arbitration and close within ninety
(90) days of commencement and the award of the arbitrator(s) shall be
issued within thirty (30) days of the close of the hearing.  However, the arbitrator(s), upon a showing of
good cause, may extend the commencement of the hearing for up to an additional
sixty (60) days.  The arbitrator(s) shall
provide a concise written statement of reasons for the award.  The arbitration award may be submitted to any
court having jurisdiction to be confirmed and enforced.


 


The
arbitrator(s) will have the authority to decide whether any Claim is
barred by the statute of limitations and, if so, to dismiss the arbitration on
that basis.  For purposes of the
application of the statute of limitations, the service on JAMS under applicable
JAMS rules of a notice of Claim is the equivalent of the filing of a
lawsuit.  Any dispute concerning this
arbitration provision or whether a claim is arbitrable shall be determined by
the arbitrator(s).  The arbitrator(s) shall
have the power to award legal fees pursuant to the terms of the Loan Agreement.


 


This
paragraph does not limit the right of the Lender to: (i) exercise
self-help remedies, such as but not limited to, setoff; (ii) initiate judicial
or nonjudicial foreclosure against any real or personal property collateral; (iii) exercise
any judicial or power of sale rights; or (iv) act in a court of law to
obtain an interim remedy, such as but not limited to, injunctive relief, writ
of possession or appointment of a receiver, or additional or supplementary
remedies.


 


17.                                 WAIVER OF JURY TRIAL. BY AGREEING TO BINDING ARBITRATION, THE
BORROWER AND THE LENDER IRREVOCABLY AND VOLUNTARILY WAIVE ANY RIGHT THEY MAY HAVE
TO A TRIAL BY JURY IN RESPECT OF A CLAIM. 
FURTHERMORE, WITHOUT INTENDING IN ANY WAY TO LIMIT THIS AGREEMENT TO
ARBITRATE, TO THE EXTENT ANY CLAIM IS NOT ARBITRATED, THE PARTIES IRREVOCABLY
AND VOLUNTARILY WAIVE ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN
RESPECT OF SUCH CLAIM.  THIS PROVISION IS
A MATERIAL INDUCEMENT FOR THE PARTIES ENTERING INTO THIS SIXTH AMENDMENT AND
THE LOAN AGREEMENT.


 


18.                                 No Oral Agreements. 
This Sixth Amendment, the Loan Agreement, the other Loan Documents, and
the other Amendment Documents constitute the entire agreement of the parties
concerning the subject matter hereof and may not be contradicted by evidence of
prior, contemporaneous or subsequent oral agreements of the parties.  There are no unwritten or oral agreements
between the parties.


 


12

















 


19.                                 Illegality or
Unenforceability.  Any determination that any
provision or application of this Sixth Amendment is invalid, illegal, or
unenforceable in any respect, or in any instance, shall not affect the validity,
legality, or enforceability of any such provision in any other instance, or the
validity, legality, or enforceability of any other provision of this Sixth
Amendment.


 


20.                                 Counterparts.  This Sixth Amendment may be executed in
multiple identical counterparts, each of which when duly executed shall be
deemed an original, and all of which shall be construed together as one
agreement.  This Sixth Amendment will not
be binding on or constitute evidence of a contract between the parties hereto
until such time as a counterpart has been executed by such party and a copy
thereof is delivered to each other party to this Sixth Amendment.


 


(Signatures and Notary Acknowledgments continue on
following pages)


 


13

















 


IN
WITNESS WHEREOF, the undersigned have duly executed and delivered this Sixth
Amendment to Revolving Line of Credit Loan Agreement, Term Loan Agreement and
Security Agreement under seal as of the day and year first hereinabove set
forth.


 


	
   

  	
  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. (formerly known as EFJ, Inc.), a
  Delaware corporation, this 2nd of March, 2010.

  
	
   

  
	
   

  	
  /s/
  Amy M. Fritts

  
	
   

  	
  Notary
  Public

  
	
   

  	
   

  
	
  My
  commission expires: 11/7/2013

  	
   

  
	
  My
  registration number:  12548867-6

  	
   

  
	
   

  	
   

  
	
   

  	
  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 2nd of March, 2010.

  
	
   

  	
   

  
	
   

  	
  /s/
  Amy M. Fritts

  
	
   

  	
  Notary
  Public

  
					



 


My commission expires:
11/7/2013

My registration number:  12548867-6


 


14

















 


	
   

  	
  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 Maryland corporation, this 2nd of March, 2010.

  
	
   

  	
   

  
	
   

  	
  /s/
  Amy M. Fritts

  
	
   

  	
  Notary
  Public

  
	
   

  	
   

  
	
  My
  commission expires: 11/7/2013

  	
   

  
	
  My
  registration number:  12548867-6

  	
   

  
	
   

  	
   

  
	
   

  	
  BANK
  OF AMERICA, N.A., a national banking association

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Fred P. Lucy, II

  	
   (SEAL)

  
	
   

  	
  Name:
  Fred P. Lucy

  
	
   

  	
  Title:
  Senior Vice President

  
	
   

  	
   

  
	
  State of Rhode Island

  	
  )

  
	
  County of Providence

  	
  ) To Wit:

  
	
   

  	
   

  
	
  Acknowledged before me by
  Fred P. Lucy, II as Sr. Vice President of Bank of America, N.A., this
  1st day of March, 2010.

  
	
   

  	
   

  
	
   

  	
  /s/
  Jane A. Martin

  
	
   

  	
  Notary
  Public

  
	
   

  	
   

  
	
  My
  commission expires: 2/12/14

  	
   

  
	
  My
  registration number: 42760

  	
   

  
					



 


15

















 


Exhibit “A”


 


Form of Fifth Amendment
to Revolving Note


 


16

















 


Exhibit “B”


 


Form of Third Amendment
to Term Note


 


17

















 


Exhibit “C”


 


Form of First Amendment
to Pledge Agreement


 


18