EXHIBIT 10.3


AMENDED AND RESTATED REVOLVING NOTE


 


	$9,000,000	Minneapolis, Minnesota 
	 	April 15, 2016



FOR VALUE RECEIVED, the
undersigned, INTRICON CORPORATION, a Pennsylvania corporation, INTRICON, INC. (formerly known as Resistance Technology, Inc.),
a Minnesota corporation (successor-by-merger to Intricon Datrix Corporation (formerly known as Jon Barron, Inc.) (d/b/a Datrix),
a California corporation), and INTRICON TIBBETTS CORPORATION (formerly known as TI Acquisition Corporation), a Maine corporation
(each, a “Borrower”; collectively, the “Borrowers”), hereby JOINTLY AND SEVERALLY promise
to pay to the order of THE PRIVATEBANK AND TRUST COMPANY, an Illinois state banking corporation (the “Bank”),
the principal sum of NINE MILLION AND NO/100 DOLLARS ($9,000,000), or if less, the then aggregate unpaid principal amount of the
Revolving Loans as may be borrowed by the Borrowers (or any of them) under the Loan Agreement (as hereinafter defined). The actual
amount due and owing from time to time hereunder shall be evidenced by Bank’s records of receipts and disbursements with
respect to the Revolving Loans, which shall, absent manifest error, be conclusive evidence of such amount.


Each Borrower further promises
to pay interest on the aggregate unpaid principal amount hereof at the rates provided in the Loan Agreement from the date hereof
until payment in full hereof. Accrued interest shall be payable on the dates specified in the Loan Agreement.


All payments of principal
and interest under this Amended and Restated Revolving Note (the “Note”) shall be made in lawful money of the
United States of America in immediately available funds at the Bank’s office at 50 South 6th Street, Suite 1415, Minneapolis,
MN 55402, or at such other place as may be designated by the Bank to the Borrowers in writing.


This Note is the Revolving
Note referred to in, and evidences indebtedness incurred under, a Loan and Security Agreement dated as of August 13, 2009 (as previously
amended, as further amended on or about the date hereof and as the same may be hereafter further amended, modified or supplemented
from time to time, the “Loan Agreement”), among the Borrowers and the Bank, to which Loan Agreement reference
is made for a statement of the terms and provisions thereof, including those under which the Borrowers are permitted and required
to make prepayments and repayments of principal of such indebtedness and under which such indebtedness may be declared to be immediately
due and payable. Capitalized terms used here and not otherwise defined herein have the meanings ascribed to them in the Loan Agreement.


All parties hereto, whether
as makers, endorsers or otherwise, severally waive presentment, demand, protest and notice of dishonor in connection with this
Note.


This Note is made under and
governed by the internal laws of the State of Minnesota.


This Note amends, restates
and replaces, but does not evidence repayment of or constitute a novation with respect to, that certain Revolving Note, dated August
13, 2009 made payable jointly and severally by the Borrowers to the order of the Bank in the original principal amount of $8,000,000.00.


 


 


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IN WITNESS WHEREOF, the undersigned
have caused this Note to be executed as of the date first set forth above.


 


	 	INTRICON
    CORPORATION,

    a Pennsylvania corporation
	 	 	 
	 	 	 
	 	By	/s/
    Scott Longval  
	 	 	 
	 	 	Scott Longval, Chief
    Financial Officer
	 	 	 
	 	 	 
	 	INTRICON,
    INC. (formerly known as Resistance

    Technology, Inc.), a Minnesota corporation 
	 	 	 
	 	 	 
	 	By	/s/
    Scott Longval
	 	 	 
	 	 	Scott Longval, Chief
    Financial Officer
	 	 	 
	 	 	 
	 	INTRICON
    TIBBETTS CORPORATION 

    (formerly known as TI Acquisition Corporation), 

    a Maine corporation
	 	 	 
	 	 	 
	 	By	/s/
    Scott Longval
	 	 	 
	 	 	Scott Longval, Chief
    Financial Officer
	 	 	 


 


 [Amended and Restated Revolving Note]