for the fiscal
quarter of the Borrower ending March 31, 2010, and (3) for certain other
purposes.
D.
In connection therewith, the Borrower and
the Lender desire to, among other things, amend the Term Note (1) to revise the
interest rate in effect under the Term Note, and (2) for certain other purposes.
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 THIRD 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 THIRD 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 THIRD 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 THIRD AMENDMENT.
3.
AMENDMENTS TO TERM NOTE.
EFFECTIVE AS OF THE DATE OF THE
EXECUTION OF THIS THIRD AMENDMENT, THE TERM NOTE IS HEREBY AMENDED AS FOLLOWS:
3.1
AMENDMENT TO DEFINITION OF BORROWER.
THE DEFINITION OF "BORROWER"
AS SET FORTH IN THE TERM NOTE IS HEREBY AMENDED TO MEAN 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, JOINTLY AND SEVERALLY.
3.2
AMENDMENT TO INTEREST SECTION.
SECTION 1 OF THE TERM NOTE
ENTITLED "INTEREST" IS HEREBY DELETED IN ITS ENTIRETY AND THE FOLLOWING INSERTED
IN ITS PLACE:
"1.
Interest.
Interest on the principal balance
outstanding from time to time shall accrue at a fluctuating annual rate equal to
the LIBOR-Based Rate (as hereinafter defined).
"LIBOR-Based Rate" means the interest rate equal to the LIBOR Rate (as
hereinafter defined) in effect from time to time plus five hundred (500) basis
points.
2
"LIBOR Rate" means the interest rate determined by the following formula,
rounded upward to the nearest 1/100 of one percent (provided, however, that at
no time after May 31, 2010 shall the LIBOR Rate be less than two hundred (200)
basis points):
LIBOR Rate
=
London Inter-Bank Offered Rate
(1.00 - Reserve Percentage)
"London Inter-Bank Offered Rate" means the average per annum interest rate at
which U.S. dollar deposits would be offered for an "Interest Period" of one
(1) month by major banks in the London inter-bank market, as shown on the
Telerate Page 3750 (or any successor page) at approximately 11:00 a.m. London
time two (2) London Banking Days