Exhibit
10.1


 


SEVENTH
AMENDMENT TO REVOLVING LINE OF CREDIT LOAN

AGREEMENT, TERM LOAN AGREEMENT AND SECURITY AGREEMENT


 


THIS
SEVENTH AMENDMENT TO REVOLVING LINE OF CREDIT LOAN AGREEMENT, TERM LOAN
AGREEMENT AND SECURITY AGREEMENT (this “Seventh Amendment”) is made as
of May 15, 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, 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 (the “Sixth Amendment”) (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 Three
Million Seven Hundred Fifty Thousand and 00/100 Dollars ($3,750,000.00), 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, and as further amended by that certain Fifth Amendment to Revolving Note
dated as of March 1, 2010, made by the Borrower payable to the Lender in
the original maximum principal amount of Ten Million and 00/100 Dollars
($10,000,000.00) and currently in the maximum principal amount of Three Million
Seven Hundred Fifty Thousand and 00/100 Dollars ($3,750,000.00) (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, 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”).


 


C.                                     Contemporaneously with the execution and
delivery of this Seventh Amendment, the Borrower and the Lender are entering
into (1) that certain Sixth Amendment to Revolving Note dated as of May 15,
2010 (the “Amendment to Revolving Note”), (2) that certain Fourth
Amendment to Term Note dated as of May 15, 2010 (the “Amendment to Term
Note”), and (3) that certain Second Amendment to Pledge Agreement
dated as of May 15, 2010 (the “Amendment to Pledge Agreement”).


 


D.                                    The Borrower has informed the Lender that
it intends to pursue a sale of the Borrower to a third party in order to repay
in full the Obligations (as defined below) on or before August 31,
2010.  The Borrower has made a request to
the Lender to extend the maturity dates of the loans governed and secured by
the Loan Agreement and to waive certain financial covenants set forth in Section 6.14
of the Loan Agreement for the fiscal quarter of the Borrower ending June 30,
2010.  The Lender is willing to extend
such maturity dates and to waive such financial covenants on a one time basis
subject to the terms and conditions set forth in this Seventh Amendment.


 


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 Seventh
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
Seventh 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 


 


2

















 


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.                                       The Borrower is in compliance with all
provisions of the Loan 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 Seventh 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 Seventh 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 Seventh 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 Seventh Amendment,
except 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 May 4,
2010:


 


	
  Principal

  	
   

  	
  $

  	
  0.00

  	
   

  
	
  Interest

  	
   

  	
  $

  	
  0.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Total

  	
   

  	
  $

  	
  0.00

  	
   

  



 


b.                                      Owed under the Term Note as of May 4,
2010:


 


	
  Principal

  	
   

  	
  $

  	
  15,000,000.00

  	
   

  
	
  Interest

  	
   

  	
  $

  	
  74,376.01

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Total

  	
   

  	
  $

  	
  15,074,376.01

  	
   

  



 


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 


 


3

















 


limitation, the Existing
Letter of Credit), banker’s acceptances, automated clearinghouse agreements,
cash management 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 May 4, 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 Seventh 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 Seventh 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
Seventh 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 Seventh 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


 


4

















 


c.                                       Shall, from and after the execution of
this Seventh 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 Seventh 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 Lender shall have received evidence
that the Borrower has entered into a definitive agreement for the sale of the
Borrower to a third party upon terms and conditions acceptable to the Lender in
all respects in its sole and exclusive discretion;


 


b.                                      The Lender shall have received the
Amendment to Revolving Note in the form attached hereto as Exhibit “A”
executed by the Borrower;


 


c.                                       The Lender shall have received the
Amendment to Term Note in the form attached hereto as Exhibit “B”
executed by the Borrower;


 


d.                                      The Lender shall have received the
Amendment to Pledge Agreement in the form attached hereto as Exhibit “C”
executed by the Borrower;


 


e.                                       All action on the part of the Borrower
necessary for the valid execution, delivery and performance by the Borrower of
this Seventh 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


 


f.                                         This Seventh 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.                                       Amendments to Loan
Agreement.  The following definitions set forth in Section 1.1
of the Loan Agreement are hereby amended as follows:


 


a.                                       The following definition of “Existing
Letter of Credit” is hereby added to Section 1.1 of the Loan Agreement in
the appropriate alphabetical order:


 


““Existing Letter of Credit” means that certain
outstanding Standby Letter of Credit in the amount of Seven Hundred Fifty
Thousand and 00/100 Dollars ($750,000.00).”


 


b.                                      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 Seven
Hundred Fifty Thousand and 00/100 Dollars ($750,000.00); provided,
however, that the Letter of Credit Sublimit shall be
automatically reduced by any amounts drawn upon under the Existing Letter of
Credit 


 


5

















 


and automatically reduced to Zero Dollars ($0.00) upon
the expiration or cancellation thereof.”


 


c.                                       The definition of “Maximum Revolving
Commitment Amount” set forth in Section 1.1 of the Loan Agreement shall be
deleted in its entirety and the following inserted in its place:


 


““Maximum Revolving Commitment Amount” means: (a) prior
to June 17, 2010, 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; and (b) from and after June 17, 2010, Six
Million and 00/100 Dollars ($6,000,000.00), or such lesser amount that the
Borrower may request as hereinafter provided; subject in each case to reduction
by an amount equal to the undrawn amount of the Existing Letter of Credit upon
the expiration or cancellation thereof.”


 


d.                                      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: (a) prior to June 17,
2010, 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; and (b) from and after June 17, 2010, the
revolving loan facility made available by the Lender to the Borrower pursuant
to this Agreement in the maximum principal amount of Six Million and 00/100
Dollars ($6,000,000.00), evidenced by the Revolving Note; subject in each case
to reduction by an amount equal to the undrawn amount of the Existing Letter of
Credit upon the expiration or cancellation thereof.”


 


e.                                       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 that certain Revolving
Note dated as of November 15, 2002, in the original maximum principal
amount of Ten Million and 00/100 Dollars ($10,000,000.00), executed by the
Borrower and payable to the order of the Lender, and evidencing the Borrower’s
obligation to repay the Revolving Loan, as such Revolving Note may be amended
from time to time.”


 


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


 


““Ending Date” means August 31, 2010; provided, however, if no Event of
Default has occurred, Lender may (by written notice delivered to Borrower), as
determined in Lender’s sole and absolute discretion, elect to extend the Ending
Date upon such terms and conditions as may be 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.”


 


8.                                       Repayment of the
Obligations.  From and after the execution of this Seventh
Amendment the Obligations shall be paid, as follows:


 


a.                                       The Borrower shall continue to make all
payments of interest and other amounts as and when due under the terms and
conditions of the Notes; and


 


6

















 


b.                                      In addition, the Borrower shall make one
or more principal payments on the Term Note such that the outstanding principal
balance thereof on June 17, 2010 shall be not more than Five Million and
00/100 Dollars ($5,000,000.00).


 


9.                                       Waiver of Certain
Financial Covenants; Next Quarterly Testing. The Lender will not be testing for compliance of the
Funded Debt to EBITDA covenant and the Fixed Charge Coverage Ratio covenant set
forth in Section 6.14 of the Loan Agreement for the fiscal quarter ending June 30,
2010 and hereby waives compliance by the Borrower with such covenants for such
quarter.  This waiver relates only to the
specific covenants identified in the preceding sentence for the specific time
period indicated, is a one-time waiver, and shall not be deemed to constitute (a) 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 (b) a waiver of any Events of Default, whether now existing
or hereafter arising.


 


10.                                 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).


 


11.                                 Discretionary Advances;
Letters of Credit.  All Advances shall continue to
be on a discretionary basis, and all Letters of Credit shall continue to be
subject to the restrictions, set forth in more detail in Paragraphs 10 and 11,
respectively, of the Sixth Amendment.


 


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 Seventh 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 (the “Pledge Agreement”)
by and between the Borrower and the Lender to include all Obligations within
the definition of “Indebtedness” set forth therein.


 


b.                                      On or before June 15, 2010, in good
and collected funds, deliver to the Lender all additional cash collateral
required under Paragraph 12c. of the Sixth Amendment.


 


c.                                       Provided that delivery of all additional
cash collateral required under Paragraph 12 of the Sixth Amendment has been
made as and when provided for therein, the Borrower may direct the Lender to
apply the funds held by the Lender in the Pledged Account (as defined in the
Sixth Amendment) in reduction of the amounts owed under 


 






(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).


 


7

















 


the Term Note (including,
without limitation, the payments required under Section 8.b hereof), provided,
however, that no such application shall be made by the Lender if such
application would result in the Pledged Account having a balance of less than
Seven Hundred Fifty Thousand and 00/100 Dollars ($750,000.00).


 


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 Seventh Amendment, (ii) June 11, 2010, (iii) July 9,
2010, and (iv) August 6, 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.                                 Amendment Fee. 
In consideration of the Lender’s agreements set forth herein, the
Borrower shall pay the Lender a fee (the “Amendment Fee”) in an amount equal to Thirty One Thousand
Eight Hundred Twenty Five and 00/100 Dollars ($31,825.00).  The Amendment Fee shall be: (a) fully
earned as of the date of the execution of this Seventh 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 on or before June 30, 2010. 
Further, the Amendment Fee shall be in addition to any fees previously
required by the Lender, including, without limitation, the portion of the fee
required under Paragraph 14a.iii. of the Sixth Amendment, which the Borrower
hereby acknowledges and agrees shall be in an amount equal to Thirty Nine
Thousand Three Hundred Fifty Eight and 00/100 Dollars ($39,358.00) and shall be
due and payable by the Borrower on or before June 17, 2010.


 


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 Seventh Amendment and/or
the other Amendment Documents, including, without limitation, the negotiation
and preparation of this Seventh 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 Seventh 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.


 


8

















 


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 SEVENTH AMENDMENT AND
THE LOAN AGREEMENT.


 


18.                                 No Oral Agreements. 
This Seventh 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.


 


9

















 


19.                                 Illegality or
Unenforceability.  Any determination that any
provision or application of this Seventh 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 Seventh Amendment.


 


20.                                 Counterparts.  This Seventh
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 Seventh 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 Seventh Amendment.


 


(Signatures
and Notary Acknowledgments continue on following pages)


 


10
















 


IN
WITNESS WHEREOF, the undersigned have duly executed and delivered this Seventh
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 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


 


11

















 


	
   

  	
  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:

  	
  /s/
  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.


 


	
   

  	
  /s/
  Jane A. Martin

  
	
   

  	
  Notary
  Public

  



 


 


My commission expires: 2/12/14

My registration number:  42760


 


12

















 


Exhibit “A”


 


Form of Sixth Amendment to Revolving Note


 


13

















 


Exhibit “B”


 


Form of Fourth Amendment to Term Note


 


14

















 


Exhibit “C”


 


Form of Second Amendment to Pledge Agreement


 


15