Exhibit 10.1
THIRD AMENDMENT TO
CREDIT AND SECURITY AGREEMENT
THIRD AMENDMENT TO CREDIT AND SECURITY AGREEMENT, executed on the 8th day
of August, 2007, to be effective on the 8th day of August, 2007 (the "Effective
Date"), by and among Blonder Tongue Laboratories, Inc., a Delaware corporation
(the "Borrower"), Blonder Tongue Investment Company, a Delaware corporation
("BTIC"), National City Business Credit, Inc., an Ohio corporation (the
"Lender"), and National City Bank, a national banking association, as the Issuer
(the "Issuer") (this "Third Amendment").
W I T N E S S E T H:
WHEREAS, pursuant to that certain Credit and Security Agreement, effective
December 29, 2005, by and among the Borrower, BDR Broadband, LLC, a Delaware
limited liability company ("BDR"), the Guarantors party thereto, the Lender and
the Issuer, as amended by that certain (i) First Amendment to Credit and
Security Agreement, effective March 30, 2006, by and among the Borrower, BDR,
the Guarantors party thereto, the Lender and the Issuer, (ii) Letter Agreement,
dated September 11, 2006, by and among the Borrower, BDR, the Guarantors party
thereto, the Lender and the Issuer, (iii) Letter Agreement, dated November 8,
2006, by and among the Borrower, BDR, the Guarantors party thereto, the Lender
and the Issuer, (iv) Letter Agreement, dated December 1, 2006, by and among the
Borrower, BDR, the Guarantors party thereto, the Lender and the Issuer, (v)
Letter Agreement, dated December 15, 2006, by and among the Borrower, BDR, the
Guarantors party thereto, the Lender and the Issuer, (vi) Second Amendment to
Credit and Security Agreement, effective December 15, 2006, by and among the
Borrower, BDR, the Guarantors party thereto, the Lender and the Issuer (the
"Second Amendment"), and (vii) Letter Agreement, dated May 1, 2007, by and among
the Borrower, the Guarantors party thereto, the Lender and the Issuer (as
amended, the "Credit Agreement"), the Lender, among other things, extended to
the Borrower (a) a revolving credit facility in the aggregate principal amount
not to exceed Ten Million and 00/100 Dollars ($10,000,000.00) and (b) a term
loan facility in the original principal amount of Three Million Five Hundred
Thousand and 00/100 Dollars ($3,500,000.00);
WHEREAS, the Borrower desires to amend certain provisions of the Credit
Agreement, and the Lender and the Issuer desire to permit such amendments
pursuant to the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the premises contained herein and other
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, and intending to be legally bound hereby, the parties hereto agree
as follows:
1. All capitalized terms used herein which are defined in the Credit
Agreement shall have the same meaning herein as in the Credit Agreement unless
the context clearly indicates otherwise.
2. Section 1.1 of the Credit Agreement is hereby amended by deleting the
following definitions in their entirety:
"Eurocurrency Reserve Percentage"
"Interest Period"
"Libor Rate"
"Libor Rate Loan"
3. Section 1.1 of the Credit Agreement is hereby amended by amending and
restating the following definitions as follows:
"Alternate Base Rate" shall mean, for any day, a rate
per annum equal to the rate of interest which is established
from time to time by National City Bank at its principal
office in Cleveland, Ohio as its "prime rate" or "base rate"
in effect, such rate to be adjusted automatically, without
notice, as of the opening of business on the effective date
of any change in such rate (it being agreed that: (i) such
rate is not necessarily the lowest rate of interest then
available from National City Bank on fluctuating rate loans
and (ii) such rate may be established by National City Bank
by public announcement or otherwise).
"Business Day" shall mean any day other than Saturday
or Sunday or a legal holiday on which commercial banks are
authorized or required by law to be closed for business in
Cleveland, Ohio.
"Maximum Revolving Advance Amount" shall mean Seven
Million Five Hundred Thousand and 00/100 Dollars
($7,500,000.00).
"Revolving Interest Rate" shall mean an interest rate
per annum equal to the sum of the Alternate Base Rate plus
one percent (1.0%).
"Term Loan Rate" shall mean an interest rate per annum
equal to the sum of the Alternate Base Rate plus one percent
(1.0%).
4. Sections 2.2(b) - (g) of the Credit Agreement are hereby deleted in
their entirety.
5. Section 3.1 of the Credit Agreement is hereby deleted in its entirety
and in its stead is inserted the following:
3.1 Interest.
(a) Interest on Advances shall be payable in arrears on
the first (1st) day of each calendar month with respect to
Domestic Rate Loans and on the last day of the Term.
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Interest charges shall be computed on the actual principal
amount of Advances outstanding during the calendar month
(the "Monthly Advances") at a rate per annum equal to (i)
with respect to Revolving Advances, the Revolving Interest
Rate, and (ii) with respect to the Term Loan, the Term Loan
Rate (as applicable, the "Contract Rate").
(b) Whenever, subsequent to the date of this Agreement,
the Alternate Base Rate is increased or decreased, the
Contract Rate for Domestic Rate Loans shall be similarly
changed without notice or demand of any kind by an amount
equal to the amount of such change in the Alternate Base
Rate during the time such change or changes remain in
effect. Upon and after the occurrence of an Event of
Default, and during the continuation thereof, the
Obligations shall bear interest at the applicable Contract
Rate plus two percent (2%) per annum (the "Default Rate").
6. Section 3.7 of the Credit Agreement is hereby deleted in its entirety
and in its stead is inserted the following:
3.7 Increased Costs.
In the event that, (a) the introduction after the date
of this Agreement of any law, treaty, rule or regulation or
any change therein after the date of this Agreement, (b) any
change after the date of this Agreement in the
interpretation or administration of any law, treaty, rule or
regulation by any central bank or other governmental
authority or (c) the compliance by the Lender or the Issuer
with any guideline, request or directive from any central
bank or other governmental authority (whether or not having
the force of Law) after the date of this Agreement (for
purposes of this Section 3.7, the term "Lender" shall
include the Lender and any corporation or bank controlling
the Lender), shall:
(a) subject the Lender to any tax of any kind
whatsoever with respect to this Agreement or any Other
Document or change the basis of taxation of payments to the
Lender of principal, fees, interest or any other amount
payable hereunder or under any Other Documents (except for
changes in the rate of tax on the overall net income of the
Lender by the jurisdiction in which it maintains its
principal office);
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(b) impose, modify or hold applicable any reserve,
special deposit, assessment or similar requirement against
assets held by, or deposits in or for the account of,
advances or loans by, or other credit extended by, any
office of the Lender, including (without limitation)
pursuant to Regulation D of the Board of Governors of the
Federal Reserve System; or
(c) impose on the Lender any other condition with
respect to this Agreement or any Other Document;
and the result of any of the foregoing is to increase
the cost to the Lender of making, renewing or maintaining
its Advances hereunder by an amount that the Lender deems to
be material or to reduce the amount of any payment (whether
of principal, interest or otherwise) in respect of any of
the Advances by an amount that the Lender deems to be
material, then, in any case the Borrowers shall promptly pay
the Lender, upon its demand, such additional amount as will
compensate the Lender for such additional cost or such
reduction, as the case may be. The Lender shall certify the
amount of such additional cost or reduced amount to the
Borrowers, and such certification shall be presumed correct
absent manifest error.
7. Section 3.8 of the Credit Agreement is hereby deleted in its entirety
and in its stead is inserted the following:
3.8 [Reserved].
8. The first sentence of Section 3.9 of the Credit Agreement is hereby
deleted in its entirety and in its stead is inserted the following:
3.9 Capital Adequacy.
In the event that the Lender shall have determined that
(a) the introduction after the date of this Agreement of any
law, treaty, rule or regulation or any change therein after
the date of this Agreement, (b) any change after the date of
this Agreement in the interpretation or administration of
any law, treaty, rule or regulation by any central bank or
other governmental authority or (c) the compliance by the
Lender or the Issuer with any guideline, request or
directive from any central bank or other governmental
authority (whether or not having the force of Law) after the
date of this Agreement (for purposes of this Section 3.9,
the term "Lender" shall include the Lender and any
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corporation or bank controlling the Lender), has or would
have the effect of reducing the rate of return on the
Lender's capital as a consequence of its obligations
hereunder to a level below that which the Lender could have
achieved but for such adoption, change or compliance (taking
into consideration the Lender's policies with respect to
capital adequacy) by an amount deemed by the Lender to be
material, then, from time to time, the Borrowers shall pay
upon demand to the Lender such additional amount or amounts
as will compensate the Lender for such reduction.
9. Section 4.10 of the Credit Agreement is hereby amended by inserting the
following sentence at the end of such Section:
All such audits, inspections, examinations, field
examinations and appraisals shall be in the discretion of
the Lender, be conducted by an independent examiner and
shall be performed at the sole cost and expense of the
Borrowers.
10. Section 6.5 of the Credit Agreement is hereby deleted in its entirety
and in its stead is inserted the following:
6.5 Financial Covenants.
(a) Maintain a Fixed Charge Coverage Ratio (for BTL and
its Subsidiaries on a consolidated basis) of not less than
1.10 to 1.00 calculated as of the last day of the fiscal
quarter ending March 31, 2007, for the period equal to the
four (4) consecutive fiscal quarters then ending, and as of
the last day of each fiscal quarter thereafter, for the
period equal to the four (4) consecutive fiscal quarters
then ending.
(b) Not permit EBITDA to be less than: (i) negative
Three Hundred Thousand and 00/100 Dollars (-$300,000.00)
calculated as of July 31, 2007, for the period beginning
July 1, 2007, through and including July 31, 2007, (ii)
negative Seventy-Five Thousand and 00/100 Dollars
(-$75,000.00) calculated as of August 31, 2007, for the
period beginning August 1, 2007, through and including
August 31, 2007, and (iii) negative Two Hundred Thousand and
00/100 Dollars (-$200,000.00) calculated as of September 30,
2007, for the period beginning September 1, 2007, through
and including September 30, 2007.
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(c) Not permit Undrawn Availability to be less than Two
Hundred Fifty Thousand and 00/100 Dollars ($250,000.00) at
any time.
11. The second sentence of Section 9.2 of the Credit Agreement is hereby
deleted in its entirety and in its stead is inserted the following:
In addition, each Borrower shall deliver to the Lender
on or before the first (1st) day of each Week as and for the
prior Week an interim Borrowing Base Certificate (which
shall be calculated as of the last day of the prior Week and
which shall not be binding upon the Lender or restrictive of
the Lender's rights under this Agreement) reflecting all
activity (sales, collections, credits, etc.) impacting the
accounts of the Borrowers for all Business Days of the
immediately preceding Week; provided, however, that each
Borrower may deliver to the Lender such additional Borrowing
Base Certificates (which shall not be binding upon the
Lender or restrictive of the Lender's rights under this
Agreement) as such Borrower deems necessary and/or
appropriate to evidence Undrawn Availability; provided,
further, that each Borrower shall deliver to the Lender on
(i) the next consecutive Business Day following any Business
Day on which Undrawn Availability is less than Three Hundred
Fifty Thousand and 00/100 Dollars ($350,000.00) and (ii) on
each consecutive Business Day thereafter until Undrawn
Availability is greater than Five Hundred Thousand and
00/100 Dollars ($500,000.00) for three (3) consecutive
Business Days, an interim Borrowing Base Certificate (which
shall be calculated as of the Business Day immediately
preceding the Business Day on which the Borrower is to
deliver such Borrowing Base Certificate and which shall not
be binding upon the lender or restrictive of the Lender's
rights under this Agreement).
12. Section 9.8 of the Credit Agreement is hereby deleted in its entirety
and in its stead is inserted the following:
9.8 Quarterly Financial Statements.
(a) Furnish the Lender within five (5) days after
submission to the SEC in accordance with all applicable SEC
rules and regulations, but in any event no later than sixty
(60) days after the end of each fiscal quarter of BTL, an
unaudited balance sheet of BTL and its Subsidiaries on a
consolidated basis and unaudited statements of operations
(including income statements and balance sheets) and cash
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flow of BTL and its Subsidiaries on a consolidated basis
reflecting results of operations from the beginning of the
fiscal year to the end of each of the first, second and
third fiscal quarters of BTL, prepared on a basis consistent
with prior practices and complete and correct in all
material respects, subject to normal and recurring year end
adjustments that individually and in the aggregate are not
material to the business of BTL and its Subsidiaries. The
reports shall be accompanied by a certificate of BTL signed
by BTL's Chief Financial Officer which shall state that,
based on an examination sufficient to permit him to make an
informed statement, no Default or Event of Default exists,
or, if such is not the case, specifying such Default or
Event of Default, its nature, when it occurred, whether it
is continuing and the steps being taken by BTL with respect
to such event, and such certificate shall have appended
thereto calculations which set forth compliance with the
requirements or restrictions imposed by Sections 6.5, 7.6
and 7.11 hereof.
(b) Furnish to the lender on or before August 10, 2007,
a forecast of cash flow of BTL and its Subsidiaries on a
consolidated basis for the thirteen (13) consecutive weeks
ending November 9, 2007, prepared on a basis consistent with
past practices and complete and correct in all material
respects.
13. The following schedules to the Credit Agreement are hereby deleted in
their entirety and replaced by the corresponding schedules attached hereto:
5.2(b), 5.8(d), 5.9 and 5.14.
14. The provisions of Sections 2 through 13 and 15 of this Third Amendment
shall not become effective until the Lender has received the following, each in
form and substance acceptable to the Lender:
(a) this Third Amendment, duly executed by each Loan
Party, the Lender and the Issuer;
(b) an amendment/waiver fee in the amount of Ten
Thousand and 00/100 Dollars ($10,000.00); and
(c) payment of all costs and expenses including,
without limitation, reasonable attorneys' fees and
disbursements incurred by the Lender on its behalf or on
behalf of the Issuer in connection with this Third
Amendment; and
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(d) such other documents as may be reasonably requested
by the Lender.
15. Pursuant to Section 6.5 of the Credit Agreement, BTL agreed, among
other things, to maintain a Fixed Charge Coverage Ratio (for BTL and its
Subsidiaries on a consolidated basis) of not less than 1.10 to 1.00 calculated
as of the last day of the fiscal quarter ending June 30, 2007, for the period
equal to the four (4) consecutive fiscal quarters then ending. BTL has informed
the Lender that BTL will not maintain a Fixed Charge Coverage Ratio (for BTL and
its Subsidiaries on a consolidated basis) of not less than 1.10 to 1.00
calculated as of the last day of the fiscal quarter ending June 30, 2007, for
the period equal to the four (4) consecutive fiscal quarters then ending. Please
be advised that the Bank hereby waives the requirement that BTL maintain a Fixed
Charge Coverage Ratio (for BTL and its Subsidiaries on a consolidated basis) of
not less than 1.10 to 1.00 calculated as of the last day of the fiscal quarter
ending June 30, 2007, for the period equal to the four (4) consecutive fiscal
quarters then ending
16. Each Loan Party hereby reconfirms and reaffirms all representations and
warranties, agreements and covenants made by it pursuant to the terms and
conditions of the Credit Agreement and the Other Documents, except as such
representations and warranties, agreements and covenants may have heretofore
been amended, modified or waived in writing in accordance with the Credit
Agreement or the Other Documents, as applicable.
17. Each Loan Party acknowledges and agrees that, except for such
documents, instruments or agreements that were released in connection with the
Second Amendment, each and every document, instrument or agreement, if any,
which at any time has secured payment of the Obligations including, but not
limited to, (i) the Credit Agreement, (ii) Blocked Account Agreements, (iii)
each Guaranty, (iv) the Pledge Agreements, (v) the Intellectual Property
Security Agreement, (vi) the Mortgage, (vii) the Lease Assignment, and (vii) all
UCC-1 financing statements executed in connection therewith, hereby continue to
secure prompt payment when due of the Obligations.
18. Each Loan Party hereby represents and warrants to the Lender that (i)
such Loan Party has the legal power and authority to execute and deliver this
Third Amendment; (ii) the officers of such Loan Party executing this Third
Amendment have each been duly authorized to execute and deliver this Third
Amendment and all other documents executed in connection herewith and bind such
Loan Party with respect to the provisions hereof and thereof; (iii) the
execution and delivery hereof by such Loan Party and the performance and
observance by such Loan Party of the provisions hereof and all other documents
executed or to be executed herewith, do not violate or conflict with the
organizational documents of such Loan Party or any Law applicable to such Loan
Party or result in a breach of any provision of or constitute a default under
any other agreement or instrument or order, writ, judgment, injunction or decree
to which such Loan Party is a party or by which it is bound or to which it is
subject; and (iv) this Third Amendment and all other documents executed or to be
executed by such Loan Party in connection herewith constitute valid and binding
obligations of such Loan Party in every respect, enforceable in accordance with
their respective terms.
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19. Each Loan Party represents and warrants that (i) except as set forth in
Section 14, no Event of Default exists under the Credit Agreement or the Other
Documents, nor will any occur as a result of the execution and delivery of this
Third Amendment or the performance or observance of any provision hereof, (ii)
the Schedules attached to and made a part of the Credit Agreement are true and
correct as of the date hereof and there are no modifications or supplements
thereto and (iii) it presently has no claims or actions of any kind at Law or in
equity against the Lender arising out of or in any way relating to the Credit
Agreement or the Other Documents.
20. Each reference to the Credit Agreement that is made in the Credit
Agreement or any other document executed or to be executed in connection
therewith shall hereafter be construed as a reference to the Credit Agreement as
amended hereby.
21. The agreements contained in this Third Amendment are limited to the
specific agreements contained herein. Except as amended hereby, all of the terms
and conditions of the Credit Agreement shall remain in full force and effect.
This Third Amendment amends the Credit Agreement and is not a novation thereof.
22. This Third Amendment may be executed in any number of counterparts and
by the different parties hereto on separate counterparts each of which, when so
executed, shall be deemed an original, but all such counterparts shall
constitute but one and the same instrument.
23. This Third Amendment shall be governed by, and shall be construed and
enforced in accordance with, the Laws of the Commonwealth of Pennsylvania
without regard to the principles of the conflicts of law thereof. Each Loan
Party hereby consents to the jurisdiction and venue of the Court of Common Pleas
of Allegheny County, Pennsylvania and the United States District Court for the
Western District of Pennsylvania with respect to any suit arising out of or
mentioning this Third Amendment.
[INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the parties hereto, by their officers thereunto duly
authorized, have executed this Agreement as of the day and year first above
written to be effective on the Effective Date.
BORROWER:
Blonder Tongue Laboratories, Inc.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Name:▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title:CEO
GUARANTOR:
Blonder Tongue Investment Company
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Name:▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: President
LENDER:
National City Business Credit, Inc.,
as Lender
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title:Vice President
ISSUER:
National City Bank, a national banking
association, as Issuer
By:/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
Acknowledgment
STATE OF NEW JERSEY )
) SS:
COUNTY OF MIDDLESEX )
On this, the 8th day of August, 20076, before me, a Notary Public, the
undersigned officer, personally appeared ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ who acknowledged
himself/herself to be the CEO of Blonder Tongue Laboratories, Inc., a Delaware
corporation (the "Company"), and that he/she as such officer, being authorized
to do so, executed the foregoing instrument for the purposes therein contained
by himself/herself as such officer on behalf the Company.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Notary Public
My Commission Expires:November 09, ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ )
) SS:
COUNTY OF MIDDLESEX )
On this, the 8th day of August, 2007, before me, a Notary Public, the
undersigned officer, personally appeared ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ who acknowledged
himself/herself to be the President of Blonder Tongue Investment Company, a
Delaware corporation (the "Company"), and that he/she as such officer, being
authorized to do so, executed the foregoing instrument for the purposes therein
contained by himself/herself as such officer on behalf the Company.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Notary Public
My Commission Expires: November 09, 2009
Schedule 5.2(b)
Subsidiaries
Active
Entity Name Ownership
1. Blonder Tongue Investment Company 100% owned by BTL
(a Delaware corporation)
2. Hybrid Networks, LLC 100% owned by BTL
(a Delaware limited liability company)
- equity interests uncertificated
3. Blonder Tongue Telephone, LLC 50% owned by BTL
(a Delaware limited liability company) 50% owned by Resource
- equity interests uncertificated Investment Group, LLC
4. Blonder Tongue Far East, LLC 100% owned by BTL
(a Delaware limited liability company)
- equity interests uncertificated
Inactive
1. Blonder Tongue International, Inc. 100% owned by BTL
(a Delaware corporation)
2. Vu-Tech Communications, Inc. 79% owned by BTL
(a Georgia corporation) 21% owned by Xantech
Corporation
3. Netlinc Communications, LLC 50% owned by BTL
(a Delaware limited liability company) 50% owned by
- equity interests uncertificated Resource Investment Group, LLC
- inactive corporate shell holding
intellectual property assets of
limited value
4. Blonder Tongue International 50% owned by BTL
Holdings, LLC (a BVI Business 50% owned by Shenzhen Juneao
Corporation)
5. MegaPort Technology, LLC 100% owned by BTL
(a Delaware limited liability company)
Schedule 5.8(d)
Employee Benefit Plans
Blonder Tongue Laboratories, Inc.
1. Blonder Tongue Laboratories, Inc. 401(k) Savings and Investment
Retirement Plan
2. Blonder Tongue Laboratories, Inc. Bargaining Unit Pension Plan
Option/Stock Plans
1. Blonder Tongue Laboratories, Inc. 1994 Incentive Stock Option Plan.
2. Blonder Tongue Laboratories, Inc. 1995 Long Term Incentive Plan.
3. Blonder Tongue Laboratories, Inc. Amended and Restated 1996 Director
Option Plan.
4. Options issued to directors, officers and key employees outside of
Option Plans, not exceeding the right to purchase an aggregate of 15,000 shares
of common stock of Borrower.
5. Blonder Tongue Laboratories, Inc. 2005 Employee Equity Incentive Plan.
6. Blonder Tongue Laboratories, Inc. 2005 Director Equity Incentive Plan.
Blonder Tongue Investment Company does not have an independent employee
benefit plan.
Schedule 5.9
Trademarks, Patents, Copyrights and Licenses
Registered "Live" Trademarks/Service Marks:
1. "BLONDER TONGUE" (block letters), Registration No. 819,812 (Owner: BTL)
2. "BT" (with design), Registration No. 821,512 (Owner: BTL)
3. "BDR Broadband" (typed drawing), Registration No. 291363 (Owner: BTL)
4. "BDR Broadband a Blonder Tongue Company" (design plus words),
Registration No. 2,913,635 (Owner: BTL)
Common Law Trademarks (Owner: BTL):
--------------------------- --------------------------------------
TV Channel Blocker TV channel blocker; 2004
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VideoMask Addressable signal jammer; 1995
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MegaPort Broadband Ethernet gateway; 2002
--------------------------- --------------------------------------
VideoCentral Subscriber management system; 1995
--------------------------- --------------------------------------
iCentral Subscriber management system; 1998
--------------------------- --------------------------------------
QCentral Monitoring & control software, modem
adapter, jumper cable; 2002
--------------------------- --------------------------------------
DataXpress Cable modem, Ethernet port; 2000
--------------------------- --------------------------------------
Communication Station Video communications data &
telephony products; 2000
--------------------------- --------------------------------------
Trailblazer Transmitters, receivers, fiber optic
broadband links; 2000
--------------------------- --------------------------------------
Retro-linx Transmitters, receivers, fiber optic
broadband links; 2000
--------------------------- --------------------------------------
Twinstar Fiber optic telecommunications line;
2000
--------------------------- --------------------------------------
BIDA Distribution amplifiers or
"Broadband Indoor Distribution
Amplifier"; 1986
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BAVM Channelized audio/video modulator;
1992
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BAVM-Z Single channel audio/video
modulator; ?
--------------------------- --------------------------------------
AP AP series Agile heterodyne
Processors; 1992
--------------------------- --------------------------------------
AM Agile audio/video Modulator; 1992
--------------------------- --------------------------------------
MAVM Channelized Audio/Video Modulator;
1983
--------------------------- --------------------------------------
MICM Channelized Audio/Video Modulator;
1996
--------------------------- --------------------------------------
ACA Distribution amplifiers or
"Apartment Complex Amplifier"; 1986
--------------------------- --------------------------------------
Schedule 5.9 (cont'd)
Trademarks, Patents, Copyrights and Licenses
Patents:
NONE
Copyrights:
Borrower has no copyrights, except to the extent that a copyright may be claimed
automatically by virtue of general copyright principles with respect to a work
created by the Company, which is not a work made for hire.
Licenses:
The following are the intellectual property licenses which Blonder Tongue
Laboratories, Inc is a party:
Licensor Description License Status
--------------------------------------------------------------------------------
Philips Broadband Interdiction Technology Paid in Full
Network, Inc.
General Instruments Corp. Sale of Digicipher II Paid in Full
Private Label Commercial
IRD
Panda Software Paid in Full
Real Time Collection Employee Time Clock Paid in Full
Solutions
Gumbo Software, Inc. BPCS Email software Paid in Full
SSA BPCS Software (Accounting Paid in Full
& Production)
Moonbeam LLC Interdiction Technology Paid in Full
Miscellaneous shrink-wrap software licenses.
Schedule 5.14
Labor Disputes
No disputes.
A Collective Bargaining Agreement between Blonder Tongue Laboratories, Inc.
and IBEW Local 2066, expires in February, 2009.