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.


 


FOURTH
AMENDMENT

TO TERM NOTE


 


THIS
FOURTH AMENDMENT TO TERM NOTE (this “Fourth Amendment”) is made as of May 15,
2010, by and among EF JOHNSON TECHNOLOGIES,
INC. (formerly known as EFJ, Inc.), a Delaware corporation, 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”) and BANK OF AMERICA, N.A., a national banking association (the “Lender”).


 


RECITALS


 


A.                                   The Borrower is obligated to the Lender
with respect to a term loan (the “Term Loan”) 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,
and as further amended by that certain Third Amendment to Term Note dated as of
March 1, 2010, 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”).


 


B.                                     The Term Note evidences the Borrower’s
obligations to repay advances 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 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, and as further amended by that
certain Sixth Amendment to Revolving Line of Credit Loan Agreement, Term Loan
Agreement and Security Agreement dated as of March 1, 2010  (as amended and in effect, the “Loan
Agreement”).  The Term Note is
governed, in part, by certain provisions of the Loan Agreement.


 

















 


C.                                     Contemporaneously with the execution and
delivery of this Fourth Amendment, the Borrower and the Lender are entering
into that certain Seventh Amendment to Revolving Line of Credit Loan Agreement,
Term Loan Agreement and Security Agreement dated as of May 15, 2010 (the “Loan
Agreement Amendment”).  The Loan
Agreement Amendment, among other things, further amends the Loan Agreement (1) to
provide for the waiver of certain financial covenants for the fiscal quarter of
the Borrower ending June 30, 2010, (2) to require additional
principal payments on the Term Note, and (3) for certain other purposes.


 


D.                                    In connection therewith, the Borrower and
the Lender desire to, among other things, amend the Term Note to extend the
maturity of the Term Note.


 


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 Fourth Amendment but not defined herein have the meanings
ascribed to them in the Term Note.


 


2.             Ratification of Term Note; Further Assurances.  The Borrower hereby ratifies, confirms, and
reaffirms all and singular the terms and conditions of the Term Note.  The Borrower further acknowledges and agrees
that (a) except as specifically amended in this Fourth Amendment, all
terms and conditions of the Term Note shall remain in full force and effect and
(b) the Borrower has no offsets or defenses to its obligations under the
Term Note.  The Borrower shall from and
after the date of the execution of this Fourth Amendment, execute and deliver
to the Lender whatever additional documents, instruments, and agreements that
the Lender may require to give effect to the terms and conditions of this Fourth
Amendment.


 


3.             Amendment to Term Note.   Effective as of the date of the execution of
this Fourth Amendment, Section 2 of the Term Note entitled “Payments and Maturity” is hereby
deleted in its entirety and the following inserted in its place:


 


“2.                                 Payments and Maturity. 
The unpaid Principal Sum, together with interest thereon at the rate or
rates provided above, shall be payable as follows:


 


a.             interest
shall be due and payable quarterly, commencing on the first day of the first
calendar quarter after the date of this Note, and on the first day of each
succeeding calendar quarter.


 


b.             unless
sooner paid, the unpaid Principal Sum, together with all interest accrued and
unpaid thereon, and all other amounts owing under this Note shall be due and
payable in full on August 31, 2010 (the “Maturity Date”).  If the Loan Agreement provides for Borrower
to make additional payments on account of the Principal Sum from time to time,
Borrower promises to make those payments at the time and in the manner
specified in the Loan Agreement. 
Notwithstanding the foregoing Maturity Date and provided no “Event of
Default” (as hereinafter defined) has occurred, Lender may (by written notice
delivered to Borrower), as determined in Lender’s sole and absolute discretion,
elect to extend the Maturity Date upon such terms and conditions as may be 


 


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acceptable to Lender, in Lender’s sole and absolute
discretion.  Borrower shall, upon request
of Lender, execute all documents and take all action necessary or requested by
Lender to effectuate or evidence such extension, all at the sole cost of
Borrower.”


 


4.             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 attorneys-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
(15.0%) of the then outstanding principal balance, hereby ratifying and
confirming the acts of said attorneys-in-fact as if done by the Borrower.  Notwithstanding the amount confessed for
attorneys’ fees, the 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 the Lender for services rendered by counsel in
connection with the confession of such judgment and the collection of the sums
owing by the Borrower to the 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 the 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.


 


5.             Arbitration; Waiver of Jury Trial.  The Provisions of the Loan Agreement
specifying that certain disputes between the Borrower and the Lender shall be
resolved by binding arbitration and that the Borrower and the Lender waive any
present or future right that they may have to a trial by jury are incorporated
by reference into the Term Note and shall have the same force and effect as if
fully set forth in the Term Note.


 


6.             Lender Consent. The Lender has
executed this Fourth 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.


 


7.             No Oral Agreements.  This Fourth Amendment constitutes 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.


 


8.             Illegality or Unenforceability.  Any determination that any provision or
application of this Fourth 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 Fourth Amendment.


 


9.             Counterparts.  This Fourth 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 Fourth Amendment will not be binding on or constitute evidence of a contract
between the parties hereto until such time as a counterpart has 


 


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been executed by such party and a copy
thereof is delivered to each other party to this Fourth
Amendment.


 


(Signatures
and Notary Acknowledgments on following pages)


 


4

















 


IN
WITNESS WHEREOF, the undersigned have duly executed this Fourth Amendment to
Term Note 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 liable on the Term Note as a
co-maker, endorser, or guarantor.


 


	
   

  	
   

  	
  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 15th of May, 2010.


 


	
   

  	
  /s/
  Elaine Flud Rodriguez

  
	
   

  	
  Notary
  Public

  
	
   

  	
   

  
	
   

  	
   

  
	
  My
  commission expires: 09/23/2013

  	
   

  
	
  My registration number:
  00138409-5

  	
   

  



 


	
   

  	
   

  	
  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 15th of May, 2010.


 


	
   

  	
  /s/
  Elaine Flud Rodriguez

  
	
   

  	
  Notary
  Public

  
	
   

  	
   

  
	
   

  	
   

  
	
  My
  commission expires: 09/23/2013

  	
   

  
	
  My registration number:
  00138409-5

  	
   

  



 


5

















 


	
   

  	
   

  	
  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 15th of May, 2010.


 


	
   

  	
  /s/
  Elaine Flud Rodriguez

  
	
   

  	
  Notary
  Public

  
	
   

  	
   

  
	
   

  	
   

  
	
  My
  commission expires: 09/23/2013

  	
   

  
	
  My registration number:
  00138409-5

  	
   

  



 


	
   

  	
   

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

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Fred
  P. Lucy, II

  	
  (SEAL)

  
	
   

  	
   

  	
  Name:
  Fred P. Lucy, II

  	
   

  
	
   

  	
   

  	
  Title:
  Sr. 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 14th day of May, 2010.


 


	
   

  	
  Jane A. Martin

  
	
   

  	
  Notary Public

  
	
   

  	
   

  
	
   

  	
   

  
	
  My commission expires:
  2/12/14

  	
   

  
	
  My registration number: 42760

  	
   

  



 


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