Exhibit
10.2


 


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.


 


SIXTH
AMENDMENT

TO REVOLVING NOTE


 


THIS SIXTH
AMENDMENT TO REVOLVING NOTE (this “Sixth 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 revolving line of credit loan (the “Revolving Loan”)
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”).


 


B.                                     The Revolving 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 Revolving Note is governed, in part, by certain provisions
of the Loan Agreement.


 


C.                                     Contemporaneously with the execution and
delivery of this Sixth 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 increase the maximum principal
amount of the Revolving Loan to be extended by the Lender to the Borrower from
Three Million Seven Hundred Fifty Thousand and 00/100 Dollars ($3,750,000.00)
to Six Million and 00/100 Dollars ($6,000,000.00) from and after June 17,
2010, and (3) for certain other purposes.


 


D.                                    In connection therewith, the Borrower and
the Lender desire to, among other things, amend the Revolving Note (1) to increase
the maximum principal amount of the Revolving Loan to be extended by the Lender
to the Borrower from Three Million Seven Hundred Fifty Thousand and 00/100
Dollars ($3,750,000.00) to Six Million and 00/100 Dollars ($6,000,000.00) from
and after June 17, 2010, and (2) to extend the maturity of the
Revolving 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 Sixth Amendment
but not defined herein have the meanings ascribed to them in the Revolving
Note.


 


2.             Ratification of Revolving Note; Further Assurances.  The Borrower hereby ratifies, confirms, and
reaffirms all and singular the terms and conditions of the Revolving Note.  The Borrower further acknowledges and agrees
that (a) except as specifically amended in this Sixth Amendment, all terms
and conditions of the Revolving Note shall remain in full force and effect and (b) the
Borrower has no offsets or defenses to its obligations under the Revolving
Note.  The Borrower shall from and after
the date of the execution of this Sixth 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 Sixth
Amendment.


 


3.             Amendments to Revolving Note.   Effective as of the date of the execution of
this Sixth Amendment, the Revolving Note is hereby amended as follows:


 


3.1           Amendment of Definition of Principal Sum.
 The definition of “Principal Sum” as set
forth in the Revolving Note is hereby amended to mean: (a) prior to June 17,
2010, Three 


 


2

















 


Million Seven Hundred Fifty Thousand and 00/100 Dollars
($3,750,000.00); and (b) from and after June 17, 2010, Six Million
and 00/100 Dollars ($6,000,000.00); subject in each case to reduction by an
amount equal to the undrawn amount of that certain Standby Letter of Credit in
the amount of Seven Hundred Fifty Thousand and 00/100 Dollars ($750,000.00) upon
the expiration or cancellation thereof.


 


3.2           Amendment to Maturity Date.  Section 2 of the Revolving 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 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 Revolving 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 


 


3

















 


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 Revolving Note and shall have the same force and effect
as if fully set forth in the Revolving Note.


 


6.             Lender Consent. The Lender has
executed this Sixth Amendment for the sole purpose of evidencing its consent
hereto, and not for the purpose of becoming liable on the Revolving Note as a
co-maker, endorser, or guarantor.


 


7.             No Oral Agreements.  This Sixth 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 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.


 


9.             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 on following pages)


 


4

















 


IN
WITNESS WHEREOF, the undersigned have duly executed this Sixth Amendment to
Revolving 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 Revolving
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

  	
   

  



 


6