Exhibit 10.1


 


FIRST AMENDMENT TO CREDIT AGREEMENT


 


THIS FIRST AMENDMENT TO
CREDIT AGREEMENT (this “Amendment”) is entered into as of November 22,
2005 by and between INFOSONICS CORPORATION, a Maryland corporation (“Borrower”),
and WELLS FARGO HSBC TRADE BANK, NATIONAL ASSOCIATION (“Trade Bank”).


 


RECITALS


 


WHEREAS,
Borrower is currently indebted to Trade Bank pursuant to the terms and
conditions of that certain Credit Agreement between Borrower and Trade Bank
dated as of October 6, 2005, as amended from time to time (“Credit
Agreement”).


 


WHEREAS, Trade Bank and
Borrower have agreed to certain changes in the terms and conditions set forth
in the Credit Agreement and have agreed to amend the Credit Agreement to
reflect said changes.


 


NOW,
THEREFORE, for valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree that the Credit Agreement shall
be amended as follows:


 


I.                                         Article I.  CREDIT
FACILITY.  Section 1.2
Credit Extension Limit is
hereby deleted in its entirety, and the following substituted therefor:


 


“1.2  Credit
Extension Limit.  The
aggregate outstanding amount of all Credit Extensions may at no time exceed the
lesser of (a) Twenty-five Million Dollars ($25,000,000) or (b) the
sum of Borrowing Base, plus any outstandings on the Standby Letters of Credit
subfacility from the date hereof through February 28, 2006, or (c) the
sum of Borrowing Base, less any outstandings on the Standby Letters of Credit
subfacility from March 1, 2006 and thereafter (“Overall Credit Limit”).  The aggregate outstanding amount of all
Credit Extensions outstanding at any time under the Revolving Credit Facility
may not excess that amount specified as the “Credit Limit” in the Supplement
for the Facility, and the aggregate outstanding amount of all Credit Extensions
outstanding at any time under each Subfacilitiy (or any subcategory thereof)
may not exceed that amount specified as the “Credit Sublimit” in the Supplement
for the Facility.  An amount equal to
100% of each unfunded Credit Extension shall be used in calculating the
outstanding amount of Credit Extensions under this Agreement.


 


The Subfacility of the
Revolving Credit Facility is Sandby Letters of Credit.”


 





















 


II.                                     EXHIBIT B – REVOLVING CREDIT FACILITY SUPPLEMENT
shall be deleted in its entirety, and the attached EXHIBIT B – REVOLVING CREDIT FACILITY


 


SUPPLEMENT,
all terms of which are incorporated herein by this reference, shall be
substituted therefor.


 


Except
as specifically provided herein, all terms and conditions of the Credit
Agreement remain in full force and effect, without waiver or modification.  All terms defined in the Credit Agreement
shall have the same meaning when used in this Amendment.  This Amendment and the Credit Agreement shall
be read together, as one document.


 


Borrower
hereby remakes all representations and warranties contained in the Credit
Agreement and reaffirms all covenants set forth therein. Borrower further
certifies that as of the date of this Amendment there exists no Event of
Default as defined in the Credit Agreement, nor any condition, act or event
which with the giving of notice or the passage of time or both would constitute
any such Event of Default.


 


IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed
as of the day and year first written above.


 


 


	
  INFOSONICS
  CORPORATION

  	
  WELLS FARGO HSBC
  TRADE BANK,

  NATIONAL ASSOCIATION

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/

  	
  Joseph Ram

  	
   

  	
  By:

  	
  /s/ Dean Yasuda

  	
   

  
	
   

  	
   

  	
  Joseph Ram

  	
   

  	
   

  	
  Dean Yasuda

  	
   

  
	
  Title:

  	
  Chief Executive
  Officer

  	
   

  	
  Title:

  	
  Vice President