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	Filing=20 Date: 3/19/2009		Form=20 Type: 8-K			HTML O= riginal=20 RTF=20 PDF=20 Excel

------=_NextPart_001_000B_01C9B152.33520E20-- ------=_NextPart_000_0000_01C9B152.33520E20 Content-Type: text/html; charset="iso-8859-1" Content-Transfer-Encoding: quoted-printable Content-Location: http://secfilings.nasdaq.com/edgar_conv_html/2009/03/19/0001104659-09-018813.html EF Johnson Technologies, Inc. (Form: 8-K, Received: = 03/19/2009 16:52:00)

=

=20

UNITED=20 STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

=20

=20

FORM 8-K

CURRENT=20 REPORT

Pursuant to Section 13 or 15(d) of the =

Securities Exchange Act of 1934

Date of=20 Report (Date of earliest event reported) March 16, 2009 =

=20

=20

EF=20 Johnson Technologies, Inc.

(Exact name = of Registrant=20 as specified in Charter)

Delaware

0-21681

47-0801192

(State = or Other=20 Jurisdiction

of = Incorporation)=20

(Commission=20

File = Number)=20

(IRS = Employer=20

Identification No.)=20

=

=

=

1440 Corporate Drive, Irving, Texas

75038

(Address of=20 Principal Executive Offices)

(Zip = Code)=20

Registrant=92s telephone=20 number, including area code (972) 819-0700

NA=20

(Former name = or former=20 address, if changed since last report.)

Check the appropriate box below if the = Form 8-K filing is intended to simultaneously satisfy the filing = obligation=20 of the registrant under any of the following provisions (see General = Instruction=20 A.2. below):

o

Written communications pursuant = to=20 Rule 425 under the Securities Act (17 CFR 230.425)=20

o

Soliciting material pursuant to=20 Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)=20

o

Pre-commencement communications = pursuant to=20 Rule 14d-2(b) under the Exchange Act (17 CFR = 240.14d-2(b))=20

o

Pre-commencement communications = pursuant to=20 Rule 13e-4(c) under the Exchange Act (17 CFR = 240.13e-4(c))=20

=20

=

=20

=20

Item 1.01 Entry = into a=20 Material Definitive Agreement

On March 16, 2009, EF Johnson=20 Technologies, Inc. (the =93Company=94) entered into a Fifth = Amendment (the=20 =93Fifth Amendment=94) to our Revolving Line of Credit, Loan Agreement, = Term Loan=20 Agreement and Security Agreement (the =93Loan Agreement=94) with Bank of = America,=20 N.A. (the =93Lender=94). The Loan Agreement requires the Company = to comply=20 with certain financial covenants. For the quarter ended = December 31, 2008,=20 the Company was not in compliance with the financial covenant relating = to the=20 maintenance of a minimum EBITDA. As a result, the Company and Bank of = America=20 executed the Fifth Amendment which provides a one-time waiver for = compliance=20 with the financial covenant, subject to further modification of the Loan = Agreement (i) to reduce the maximum principal amount of the = revolving=20 credit line from $15.0 million to $10.0 million, (ii) to provide = cash=20 collateral in the amount of $3.0 million as additional security for the = term=20 loan governed and secured by the Loan Agreement, (iii) to revise = certain=20 financial covenants, and (iv) for certain other purposes more fully = set out=20 in the Fifth Amendment.

In order to = maintain=20 compliance with the terms of the Amendment, beginning with the quarter = ending=20 June 30, 2009, the Company is now required to (i) maintain a = certain=20 level of EBITDA, (ii) a certain fixed charge coverage ratio on a = cumulative=20 basis beginning April 1, 2009, (iii) a minimum funded debt to = EBITDA=20 ratio on an annualized basis beginning April 1, 2009 for each = quarterly=20 financial reporting period through June 30, 2010, and = (iv) limit=20 capital expenditures to $2.5 million for 2009.

In addition, = on=20 March 16, 2008, the Company entered into a Fourth Amendment to the=20 Revolving Note (the =93Revolving Note Amendment=94) and a Second = Amendment to Term=20 Note (the =93Term Note Amendment=94) to adjust the interest rate thereon = to a=20 floating rate equal to LIBOR plus a Libor Margin ranging from 2.50% to = 5.00%=20 through the term of the notes based on the Company=92s funded debt to = EBITDA.=20 Effective with such amendments, the Libor margin will be 400 basis = points=20 through the second quarter of 2009.

Copies of the Fifth Amendment, the = Revolving Note=20 Amendment and the Term Note Amendment are attached hereto as = Exhibit 10.1,=20 10.2 and 10.3, respectively, and incorporated herein by reference. The=20 information set forth herein is qualified by the terms of the Fifth = Amendment,=20 the Revolving Note Amendment and the Term Note Amendment.=20

=20

Item 9.01

Financial Statements and Exhibits=20

=20

(d) Exhibits

=

10.1

Fifth Amendment to Revolving = Line of Credit=20 Loan Agreement, Term Loan Agreement and Security Agreement by and = among=20 the Company, E. F. Johnson Company, Transcrypt=20 International, Inc., 3e Technologies International, Inc, = and=20 Bank of America, N.A., dated as of March 16, 2009. =

10.2

Fourth Amendment to Revolving = Note by and=20 among the Company, E. F. Johnson Company, Transcrypt=20 International, Inc., 3e Technologies International, Inc, = and=20 Bank of America, N.A., dated as of March 16, 2009. =

10.3

Second Amendment to Term Note by = and among=20 the Company, E. F. Johnson Company, Transcrypt=20 International, Inc., 3e Technologies International, Inc, = and=20 Bank of America, N.A., dated as of March 16, 2009.=20

2 =

SIGNATURES

Pursuant to the requirements of the = Securities=20 Exchange Act of 1934, the Registrant has duly caused this report to be = signed on=20 its behalf by the undersigned hereunto duly authorized.

EF Johnson Technologies, Inc. =

Date: March 19, 2009 =

By:

/S/ Elaine = Flud Rodriguez=20

Elaine Flud Rodriguez =

Sr. Vice=20 President and General Counsel =

3 =

Exhibit=20 10.1

=20

FIFTH=20 AMENDMENT TO REVOLVING LINE OF CREDIT

LOAN=20 AGREEMENT, TERM LOAN AGREEMENT AND SECURITY AGREEMENT =

=20

THIS FIFTH AMENDMENT TO REVOLVING LINE = OF CREDIT=20 LOAN AGREEMENT, TERM LOAN AGREEMENT AND SECURITY AGREEMENT (=93Fifth = Amendment=94)=20 is made as of March 16, 2009, by and among EF Johnson=20 Technologies, Inc., a Delaware corporation (formerly known as = EFJ, Inc.), E. F. Johnson Company, a Minnesota corporation, = Transcrypt=20 International, Inc., a Delaware corporation, and 3e Technologies=20 International, Inc., a Maryland corporation (jointly and severally, = the=20 =93Borrower=94), all having an address at c/o E.F. Johnson=20 Technologies, Inc.,1440 Corporate Drive, Irving, Texas 75038; and = Bank of=20 America, N.A., a national banking association (the =93Lender=94). =

RECITALS =

=20

A. = &nbs= p; = ; =20 Borrower and the Lender are parties to that certain Revolving = Line of=20 Credit Loan Agreement and Security Agreement, dated as of = November 15,=20 2002, as amended by that certain First Amendment to Revolving Line of = Credit=20 Loan Agreement and Security Agreement dated as of September 13, = 2004, and=20 as further amended by that certain Second Amendment to Revolving Line of = Credit=20 Loan Agreement and Security Agreement dated as of July 11, = 2006, and=20 as further amended by that certain Third Amendment to Revolving Line of = Credit=20 Loan Agreement, Term Loan Agreement and Security Agreement dated as of=20 March 6, 2007, and as further amended by that certain Fourth = Amendment to=20 Revolving Line of Credit Loan Agreement, Term Loan Agreement and = Security=20 Agreement dated as of March 10, 2008 (as so amended, referred to = hereafter=20 as the =93Loan Agreement=94).

B. = &nbs= p; = ; = =20 The Loan Agreement governs and secures (1) a certain = revolving line=20 of credit loan in the maximum principal amount of Fifteen Million and = 00/100=20 Dollars ($15,000,000.00), which loan is evidenced by that certain = Revolving Note=20 dated as of November 15, 2002, as modified by that certain First = Amendment=20 to Revolving Note dated as of September 13, 2004, and as further = modified=20 by that certain Second Amendment to Revolving Note dated as of = July 11,=20 2006, and as further modified by that certain Third Amendment to = Revolving Note=20 dated as of March 10, 2008, made payable by Borrower to Lender in = the=20 maximum principal amount of Fifteen Million and 00/100 Dollars=20 ($15,000,000.00)(as so modified, the =93Revolving Note=94); and = (2) a certain=20 term loan in the original principal amount of Fifteen Million and 00/100 = Dollars=20 ($15,000,000), evidenced by that certain Term Note dated as of = July 11,=20 2006, as modified by that certain First Amendment to Term Note dated as = of=20 March 10, 2008, made payable by Borrower to Lender in the original=20 principal amount of Fifteen Million and 00/100 Dollars ($15,000,000.00) = (as so=20 modified, the =93Term Note=94).

1 =

C. = &nbs= p; = ; = =20 For the fiscal quarter of Borrower ending December 31, 2008, = Borrower is not in compliance with the Minimum EBITDA covenant set forth = under=20 the Loan Agreement. Borrower has made a request to Lender to waive = such=20 financial covenant default on a one time basis. Lender is willing = to waive=20 such financial covenant default on a one time basis, subject to the = further=20 modification of the Loan Agreement to revise certain of the = financial=20 covenants, to reduce the maximum principal amount of the line of credit = governed=20 and secured by the Loan Agreement, to obtain additional security for the = term=20 loan governed and secured by the Loan Agreement, and for certain other = purposes,=20 as more fully set forth hereafter.

D. = &nbs= p; = ; =20 Capitalized terms used in this Fifth Amendment and not defined = herein=20 have the meanings ascribed to them in the Loan Agreement.

AGREEMENTS =

=20

NOW, THEREFORE, in consideration of = the premises,=20 the mutual agreements herein contained, and other good and valuable=20 consideration, the receipt and sufficiency of which are hereby = acknowledged, the=20 Borrower and the Lender hereby agree as follows:

1. = &nbs= p; = ; = =20 Representations and Warranties=20 . To induce the Lender to enter into this Fifth Amendment, = the=20 Borrower provides the following warranties and representations to = Lender:

a. = &nbs= p; = ; = =20 The Borrower=92s books and records properly reflect the = Borrower=92s=20 financial condition, and no material adverse change in the Borrower=92s = financial=20 condition has occurred since the last date that the Borrower provided = financial=20 reports to the Lender; and

b. = &nbs= p; = ; = =20 No litigation which, in the aggregate, is material to = Borrower=92s=20 operations or financial condition, is pending or threatened against the = Borrower=20 of which the Borrower has not informed the Lender in writing or which is = not=20 disclosed in Borrower=92s required public filings with the Securities = and Exchange=20 Commission; and

c. = &nbs= p; = ; = =20 Except as set forth in the Recitals to this Fifth Amendment with = respect=20 to Borrower=92s non-compliance with the stated Minimum EBITDA financial = covenant=20 set forth in the Loan Agreement and as otherwise hereafter set forth in=20 Section 3 of this Fifth Amendment, the Borrower is in compliance = with all=20 provisions of the Loan Agreement and with all applicable laws and = regulations;=20 and

2 =

d. = &nbs= p; = ; = =20 The Borrower has the power and authority to enter into this Fifth = Amendment, to perform its obligations hereunder, to execute all = documents being=20 executed and delivered in connection herewith, and to incur the = obligations=20 provided for herein, all of which have been duly authorized and approved = in=20 accordance with the Borrower=92s organizational documents; and

e. = &nbs= p; = ; = =20 This Fifth Amendment, together with all documents executed in = connection=20 herewith or pursuant hereto, constitute the valid and legally binding=20 obligations of the Borrower in accordance with their respective terms; = and

f. = &nbs= p; = ; = =20 The obligations of the Borrower under the Loan Documents remain = valid and=20 enforceable obligations, and the execution and delivery of this Fifth = Amendment=20 and the other documents executed in connection herewith shall not be = construed=20 as a novation of the Loan Agreement or the other Loan Documents; and =

g. = &nbs= p; = ; = =20 There have been no changes to the Borrower=92s organizational = documents as=20 of the date of this Fifth Amendment, except as have been fully disclosed = and=20 previously delivered to Lender, and all of the Borrower=92s = organizational=20 documents previously delivered to the Lender in conjunction with the = Loan=20 Agreement remain in full force and effect and unmodified.

2. = &nbs= p; = ; = =20 Waiver of Covenant Defaults; = Next=20 Quarterly Testing . Lender hereby waives, on a one time = basis, the=20 defaults arising under the Loan Agreement as a result of Borrower=92s = failure to=20 comply with the Minimum EBITDA covenant set forth in the Loan Agreement, = for the=20 period ending December 31, 2008. Nothing herein shall = constitute a=20 waiver of any other defaults which may have previously occurred, or may=20 hereafter occur under the Loan Agreement. Furthermore, Lender = shall not be=20 testing for compliance of the financial covenants set forth in = Section 6.14=20 of the Loan Agreement for the quarter ending March 31, 2009 and = hereby=20 waives compliance by Borrower with such covenants for such = quarter. =20 The next testing for compliance of the financial covenants under=20 Section 6.14 of the Loan Agreement shall be for the quarter ending=20 June 30, 2009.

3. = &nbs= p; = ; = =20 Waiver of Warranty Defaults - = Licenses=20 and Contracts . Section 5.11 of the Loan Agreement = entitled=20 =93Licenses and Contracts=94 provides as follows:

=93All franchises, licenses, = trademarks, trade=20 names, copyrights, patents, permits, certificates, consents, approvals,=20 authorizations, agreements and contracts necessary to operate = Borrower=92s=20 business as it currently is being operated and to own or lease = Borrower=92s=20 property have been obtained, are in effect, have been complied with in = all=20 material respects by Borrower, are free from challenge, and to the = extent=20 permitted under applicable law, are fully assignable to the Lender for = the=20 purpose of securing the

3 =

Revolving Loan. Borrower has no = knowledge=20 and has not received any notice to the effect that any product it = manufactures=20 or sells, or any service it renders, or any process, method, know-how, = trade=20 secret, part or material it employs in the manufacture of any product it = makes=20 or sells or any service it renders, or the marketing or use by it or = another of=20 any such product or service, may infringe any trademark, trade name, = copyright,=20 patent, trade secret or legally protected right of any other Person.=94=20

=20

Borrower has disclosed to Lender that = (a) it=20 possesses licenses from Motorola, Inc. that are not assignable = without the=20 prior consent of Motorola, Inc., and (b) that Borrower has = received a=20 claim of patent infringement, said matters being more fully described in = Schedule 5.11 attached hereto and = incorporated=20 herein, which schedule shall constitute a new schedule to the Loan=20 Agreement. Lender hereby waives any default arising under=20 Section 5.11 of the Loan Agreement as a result of the breach of = Borrower=92s=20 warranty with respect to the assignability of said licenses and said = patent=20 infringement claim; subject to the following terms with respect to the = patent=20 infringement claim. The waiver set forth in herein does not extend = to any=20 default arising under the Loan Agreement as a result of (a) such = claim=20 resulting in, or which reasonably could be expected to result in, the = occurrence=20 of any material adverse change in the business, operations, prospects,=20 properties or assets or condition, financial or otherwise, of the = Borrower, or=20 (b) entry of a judgment or decree against Borrower with respect to = such=20 claim, which by itself or when combined with any other judgments or = decrees=20 against Borrower, exceeds an amount of more than One Hundred Thousand = and 00/100=20 Dollars ($100,000.00) (which is not paid or fully covered by insurance) = and=20 which judgments or decrees have not been vacated, discharged, stayed or = bonded=20 pending appeal within fifteen (15) days from the entry thereof, or any=20 attachment or garnishment shall be issued against the Borrower or the = Borrower=92s=20 property with respect to such claim, and any such attachment shall not = have been=20 vacated, discharged, stayed or bonded pending trial in a manner = satisfactory to=20 Lender.

=20

4. = &nbs= p; = ; = =20 Definition of EBITDA = . The=20 definition of =93EBITDA=94 under the Loan Agreement is hereby deleted in = its=20 entirety and restated as follows:

=93=93 EBITDA =94 means the = Borrower=92s net=20 income, less income or plus loss from discontinued operations and = extraordinary=20 items, plus income taxes, plus interest expense, plus depreciation, = depletion=20 and amortization, plus non-cash equity based compensation expense and = excluding=20 any non-cash impairment charges, including without limitation, the = non-cash=20 impairment charges associated with the acquisition of 3e Technologies=20 International, Inc. by EFJ, Inc. (now known as EF Johnson=20 Technologies, Inc.)=94

=20

5. = &nbs= p; = ; = =20 Definition of Funded Debt = . The definition of =93Funded = Debt=94 under the=20 Loan Agreement is hereby deleted in its entirety and restated as = follows:

4 =

=93=93 Funded Debt =94 means = the sum of=20 (i) all outstanding liabilities of the Borrower for borrowed money = and all=20 other interest bearing liabilities, including without limitation, = current and=20 long term debt, plus (ii) all LOC Obligations, (iii) plus any = primary=20 or contingent guaranty liability. By way of clarification, = =93Funded Debt=94=20 does not include Borrower=92s Mark to Market liability associated with = derivatives=20 entered into with respect to the Loans, restricted cash of Borrower or = any=20 liability of Borrower arising directly from payment or performance bonds = issued=20 at the request and for the benefit of Borrower.=94

=20

6. = &nbs= p; = ; = =20 Definition of Maximum Revolving = Commitment Amount . The definition of =93Maximum Revolving = Commitment Amount=94 under the Loan Agreement is hereby deleted in its = entirety=20 and restated as follows:

=93=93 Maximum Revolving Commitment = Amount =94=20 means Ten Million and 00/100 Dollars ($10,000,000.00), or such lesser = amount=20 that Borrower may request as hereinafter provided.=94

=20

7. = &nbs= p; = ; = =20 Definition of Revolving Loan=20 . The definition of =93Revolving Loan=94 under the Loan = Agreement is=20 hereby deleted in its entirety and restated as follows:

=93=93 Revolving Loan =94 means = the Revolving=20 Loan facility made available by the Lender to the Borrower pursuant to = this=20 Agreement in the maximum principal amount of Ten Million and 00/100 = Dollars=20 ($10,000,000.00), evidenced by the Revolving Note.=94

=20

8. = &nbs= p; = ; = =20 Definition of Revolving Note=20 . The definition of =93Revolving Note=94 under the Loan = Agreement is=20 hereby deleted in its entirety and restated as follows:

=93=93 Revolving Note =94 means = the Borrower=92s=20 promissory note entitled Revolving Note, dated as of November 15, = 2002, as=20 modified by that certain First Amendment to Revolving Note dated as of=20 September 13, 2004, and as further modified by that certain Second=20 Amendment to Revolving Note dated as of July 11, 2006, and as = further=20 modified by that certain Third Amendment to Revolving Note dated as of=20 March 10, 2008, and as further modified by that certain Fourth = Amendment to=20 Revolving Note dated as of March 16, 2009, payable to the order of = Lender=20 in the principal amount of Ten Million and 00/100 Dollars = ($10,000,000.00), and=20 evidencing the Borrower=92s obligation to repay the Revolving Loan, as = said=20 Revolving Note may be further modified from time to time.=94

=20

9. = &nbs= p; = ; = =20 Additional Cash Collateral for = Term Loan=20 . In addition to any other Collateral for the Term Loan,=20 contemporaneous with the execution and delivery of this Fifth Amendment = by=20 Borrower to Lender, Borrower shall deliver to Lender as additional = security for=20 the Term Loan and any obligation or indebtedness related to the Term = Loan (such=20 as any obligation under an interest rate swap agreement or other = derivative=20 product), in immediately available funds, the sum of Three Million and = 00/100=20 Dollars

5 =

($3,000,000.00) (the =93Cash = Pledge=94), to be held by=20 Lender in a separate account with Lender (along with any and all = interest=20 thereon, provided that Lender agrees to release such interest to the = Borrower as=20 long as no default or Event of Default has occurred under the Loan = Documents and=20 provided that such release will not cause the amount of the Cash Pledge = held in=20 the account to drop below the sum of $3,000,000), until the earlier to = occur of=20 (1) full satisfaction and payment by Borrower of all amounts owing = on the=20 Term Loan or any obligation or indebtedness related to the Term Loan = (such as=20 any obligation under an interest rate swap agreement or other derivative = product), or (2) Lender providing, in a writing signed by Lender, a = release=20 of the Cash Pledge as collateral for the Term Loan. If an Event of = Default=20 occurs under the Loan Agreement, the Cash Pledge may, without further = notice or=20 demand, be applied by Lender against the amounts owing under the Term = Note or=20 any obligation or indebtedness related to the Term Loan (such as any = obligation=20 under an interest rate swap agreement or other derivative product), in = such=20 manner as the Lender may determine in its sole discretion. The = Cash Pledge=20 shall be part of the =93Collateral=94, as such term is defined in the = Loan=20 Agreement; provided however, that the Cash Pledge shall not = collateralize the=20 Revolving Loan. Borrower hereby grants to Lender a first priority = security=20 interest in the Cash Pledge as collateral for the Term Loan and any = obligation=20 or indebtedness related to the Term Loan (such as any obligation under = an=20 interest rate swap agreement or other derivative product). There = shall not=20 exist, at any time, any lien or encumbrance against the Cash Pledge = except as=20 permitted under the Loan Agreement as modified hereby, or which would = otherwise=20 be for the benefit of Lender. Furthermore, contemporaneous with = the=20 execution and delivery of this Fifth Amendment by Borrower to Lender, = Borrower=20 shall also (1) execute and deliver to Lender a Pledge Agreement = with=20 respect to the Cash Pledge for the benefit of Lender, in form and = substance=20 satisfactory to Lender, (2) execute and deliver to Lender an = account=20 control agreement (and authorize and instruct any securities = intermediary=20 holding the account in which the Cash Pledge is held to execute and = deliver an=20 account control agreement) for purposes of perfecting Lender=92s = security interest=20 in and lien against the Cash Pledge and the account in which the Cash = Pledge and=20 any products and proceeds may be located. Borrower shall = take all=20 such further actions as Lender may request to facilitate Lender = obtaining a=20 first priority perfected security interest in and to the Cash Pledge and = all=20 products and proceeds thereof.

10. = &nbs= p; = ; =20 Grant of Security Interest=20 . Section 4.1 of the Loan Agreement entitled =93Grant = of=20 Security Interest=94 is hereby deleted in its entirety and restated as = follows:=20

=934.1 = &nbs= p; = ; =20 Grant of Security Interest . As security for = (i) the=20 payment of the Loans, and any other extensions of credit, loans, letters = of=20 credit or other financial accommodations now or hereafter made by the = Lender for=20 the benefit of the Borrower, and (ii) the performance of the = Borrower=92s=20 obligations under or in connection with any interest rate swap agreement = as=20 defined in 11 U.S.C. =A7101 by and between the Borrower and the Lender = or any=20 Affiliate of the Lender (whether

6 =

absolute or contingent and whether now = or=20 hereafter becoming due or owing), and (iii) the payment and = performance of=20 any obligations of Borrower to FIA Card Services, Inc. (=93FIA=94) = for any=20 credit card exposure of Borrower to FIA (FIA constituting an = =93Affiliate=94 for=20 purposes of this Agreement), and (iv) any other liability or = obligation of=20 the Borrower to the Lender whether now or hereafter existing, of every = kind and=20 description, whether or not evidenced by notes or other instruments, and = whether=20 or not such liability or obligations are direct or indirect, fixed or=20 contingent, liquidated or unliquidated, the Borrower hereby assigns, = grants and=20 conveys to the Lender a security interest in the Collateral. = Proceeds of=20 the Collateral shall be allocated pari passu among the Loans and = any=20 outstanding interest rate swap agreements. The Borrower further = agrees=20 that the Lender shall have in respect of the Collateral all of the = rights and=20 remedies of a secured party under the Uniform Commercial Code, other = applicable=20 law and this Agreement. The Borrower covenants and agrees to = execute and=20 deliver, and hereby authorizes the Lender to prepare and file with the = financing=20 records of such jurisdictions as the Lender deems appropriate, such = financing=20 statements and other instruments and filings or perform any and all acts = as are=20 necessary in the opinion of the Lender to perfect, maintain and protect = the=20 security interest hereby granted. Except as otherwise set forth in this=20 Agreement, the Lender does not authorize and the Borrower agrees that it = shall=20 not take any of the following actions without the prior written consent = of the=20 Lender: (a) sell, lease, license, transfer, exchange or otherwise = dispose=20 of any of the Collateral except in the ordinary course of business; or=20 (b) mortgage, pledge, lien, assign, grant a security interest or = otherwise=20 encumber any of the Collateral.

11. = &nbs= p; = ; =20 Financial Covenant - Funded = Debt to=20 EBITDA . Section 6.14b. of the Loan Agreement = entitled=20 =93Funded Debt to EBITDA=94 is hereby deleted in its entirety and = restated as=20 follows:

=93b. = =20 Funded Debt to EBITDA . A maximum ratio of Funded = Debt to=20 EBITDA of (1) 3.50 to 1.00, tested on a quarterly basis, commencing = with=20 the fiscal quarter ending on June 30, 2009 and continuing through = each=20 fiscal quarter thereafter.

=20

Compliance with such financial = covenant for the=20 Borrower=92s 2009 fiscal year period which ends on December 31, = 2009, will,=20 for the last three quarters of such fiscal year, be measured each fiscal = quarter=20 on an annualized basis commencing as of

7 =

April 1, 2009 to determine = compliance for the=20 2009 fiscal year, such calculation to be made as follows: (a) for = the=20 fiscal quarter ending on June 30, 2009, the equation shall be = Funded Debt=20 to (EBITDA for 2009 for the three months ending as of June 30, 2009 = multiplied by 4); (b) for the fiscal quarter ending = September 30,=20 2009, the equation shall be Funded Debt to (EBITDA for 2009 for the six = months=20 ending as of September 30, 2009 multiplied by 2); and (c) for = the=20 fiscal quarter ending December 31, 2009, the equation shall be = Funded Debt=20 to (EBITDA for 2009 for the nine months ending as of December 31, = 2009=20 multiplied by 4/3). Compliance with such covenant for the fiscal = quarter=20 end of March 31, 2010 and for each quarter end thereafter will be = measured=20 on a rolling and trailing four quarter basis.

8 =

Unless otherwise expressly provided in = this=20 Agreement, if the Borrower comprises a parent corporation and its = subsidiaries,=20 the above covenant relating to the financial condition of the Borrower = refers to=20 the financial condition of the parent corporation and those subsidiaries = stated=20 on a consolidated basis.=94

12. = &nbs= p; = ; =20 Financial Covenant - Fixed = Charge=20 Coverage Ratio . Section 6.14c. of the Loan Agreement = entitled =93Fixed Charge Coverage Ratio=94 is hereby deleted in its = entirety and=20 restated as follows:

=93c. = =20 Fixed Charge Coverage Ratio . A minimum Fixed Charge = Coverage Ratio of 1.25 to 1.00, tested on a quarterly basis, commencing = with the=20 fiscal quarter ending on June 30, 2009.

=20

Compliance with such financial = covenant for the=20 Borrower=92s 2009 fiscal year period which ends on December 31, = 2009, will,=20 for the last three quarters of such fiscal year (June 30, = September 30=20 and December 31, 2009), be measured each fiscal quarter on a = cumulative=20 basis which commences April 1, 2009 (i.e., for the fiscal quarter = ending on=20 June 30, 2009 the calculation will be based on the three preceding = months=20 ending on June 30, 2009; for the fiscal quarter ending on=20 September 30, 2009, the calculation will be based on the six = preceding=20 months ending on September 30, 2009; and for the fiscal quarter = ending on=20 December 31, 2009, the calculation will be based on the nine = preceding=20 months ending on December 31, 2009). Compliance with such = covenant=20 for the fiscal quarter end of March 31, 2010 and for each quarter = end=20 thereafter will be measured on a rolling and trailing four quarter = basis. =20 Unless otherwise expressly provided in this Agreement, if the Borrower = comprises=20 a parent corporation and its subsidiaries, the above covenant relating = to the=20 financial condition of the Borrower refers to the financial condition of = the=20 parent corporation and those subsidiaries stated on a consolidated = basis.=94=20

=20

13. = &nbs= p; = ; =20 Financial Covenant - Minimum = Quarterly=20 EBITDA . Section 6.14d of the Loan Agreement entitled = =93Minimum EBITDA=94 is hereby deleted in its entirety and restated as = follows:

9 =

=93d. = =20 Minimum Quarterly EBITDA . A minimum EBITDA for = Borrower of=20 (i) $1,650,000.00 for Borrower=92s fiscal quarter ending = June 30, 2009,=20 (ii) $1,675,000.00 for Borrower=92s fiscal quarter ending = September 30,=20 2009, (iii) $1,975,000.00 for Borrower=92s fiscal quarter ending=20 December 31, 2009, and (iv) $100,000.00 for Borrower=92s = fiscal quarter=20 ending March 31, 2010.

=20

Compliance with such financial = covenant will be=20 measured each fiscal quarter, beginning with the fiscal quarter ending = on=20 June 30, 2009, on a quarter-by-quarter basis (and not on an = annualized or=20 rolling and trailing four quarter basis). Unless otherwise = expressly=20 provided in this Agreement, if the Borrower comprises a parent = corporation and=20 its subsidiaries, the above covenant relating to the financial condition = of the=20 Borrower refers to the financial condition of the parent corporation and = those=20 subsidiaries stated on a consolidated basis.=94

=20

14. = &nbs= p; = ; =20 Financial Covenant - Minimum = Liquidity=20 . Section 6.14e of the Loan Agreement entitled = =93Minimum=20 Liquidity=94 is hereby deleted in its entirety.

15. = &nbs= p; = ; =20 Debt and Encumbrances - = Insurance=20 Policies . Sections 7.1 and 7.2 of the Loan Agreement = prohibit,=20 among other things, Borrower from obtaining certain Debt or incurring = certain=20 Encumbrances except as expressly permitted in said sections. =20 Notwithstanding anything in the Loan Agreement to the contrary, the = parties=20 acknowledge and agree that such sections of the Loan Agreement prohibit = Borrower=20 from pledging, granting a security interest in, assigning or otherwise=20 encumbering any insurance policies owned by the Borrower (including = without=20 limitation, any cash surrender value or death benefit with respect to = any such=20 insurance policies), for any purpose, without the Lender=92s prior = written=20 consent, which consent the Lender may withhold in its sole and absolute=20 discretion.

16. = &nbs= p; = ; =20 Negative Covenant - Capital = Expenditures=20 . Section 7.13 of the Loan Agreement entitled = =93Capital=20 Expenditures=94 is hereby deleted in its entirety and restated as = follows:

=937.13 = = Capital Expenditures . Make capital expenditures in = excess=20 of (a) Two Million Five Hundred Thousand and 00/100 Dollars = ($2,500,000.00)=20 during Borrower=92s fiscal year beginning on January 1, 2009 and = ending on=20 December 31, 2009, and (b) One Million Five Hundred Thousand = and=20 00/100 Dollars ($1,500,000.00) during the period of time beginning=20 January 1, 2010 and ending June 30, 2010.=94

=20

17. = &nbs= p; = ; =20 Field Examination = . Lender=20 shall conduct a field examination of Borrower, including a review and = testing of=20 the financial books and records of Borrower, such field examination to = be=20 satisfactory to Lender in all respects and to be conducted at the sole = cost and=20 expense of Borrower, all such cost and expense being payable upon demand = by=20 Lender.

10 =

Borrower shall fully cooperate with = Lender and its=20 agents in conjunction with such field examination, with Borrower = agreeing to use=20 its best efforts to assist Lender in meeting the scheduled completion = date for=20 said field examination of April 30, 2009.

18. = &nbs= p; = ; =20 Additional Fees and Costs = . =20 The Borrower promises to pay, on demand, a loan amendment fee in the = amount of=20 $60,000.00 for the financial covenant default waiver and modifications = agreed to=20 by Lender as set forth herein, along with all costs (including = attorneys=92 fees=20 and expenses) incurred by the Lender for the preparation and negotiation = of this=20 Fifth Amendment and any documents prepared in connection with this Fifth = Amendment, along with any filing and recording fees and taxes and public = records=20 search fees. Nothing herein shall impair, limit or modify = Borrower=92s=20 obligation to pay to Lender, on demand, all fees and costs (including = attorneys=92=20 fees and costs) incurred in conjunction with the enforcement or defense = of=20 Lender=92s rights and remedies under the Loan Agreement as modified by = this Fifth=20 Amendment, or under any of the other Loan Documents. The loan = amendment=20 fee and the costs and fees (including the attorneys=92 fees and = expenses) for the=20 preparation and negotiation of this Fifth Amendment and any other = documents=20 prepared in conjunction with this Fifth Amendment, and all filing and = recording=20 fees and taxes and public records search fees shall be paid by Borrower = to=20 Lender, in immediately available funds, on or before the date of this = Fifth=20 Amendment.

19. = &nbs= p; = ; =20 Enforceability of Loan = Agreement; No=20 Offsets or Defenses . Except as modified by this Fifth = Amendment,=20 the Loan Agreement remains in full force and effect and = unmodified. =20 Borrower warrants and represents that it has no offsets or defenses to = its=20 obligations under the Loan Agreement, as so modified, or with respect to = the=20 other Loan Documents.

20. = &nbs= p; = ; =20 Release . In = consideration=20 of Lender=92s agreement to this Fifth Amendment, the Borrower hereby = releases and=20 waives any and all claims, actions or causes of action of any kind that = it may=20 have against the Lender as of the date of this Fifth Amendment arising = out of or=20 relating to the Revolving Note, Term Note or the Loan Agreement (as = amended by=20 this Fifth Amendment) or that otherwise may exist as of the date of this = Fifth=20 Amendment.

21. = &nbs= p; = ; =20 Arbitration .

This paragraph concerns the resolution = of any=20 controversies or claims between the Borrower and the Lender, whether = arising in=20 contract, tort or by statute, including but not limited to controversies = or=20 claims that arise out of or relate to: (i) the Loan Agreement or = this Fifth=20 Amendment (including any renewals, extensions or modifications); or=20 (ii) any document related to the Loan Agreement or this Fifth = Amendment;=20 (collectively a =93Claim=94).

11 =

=20

At the request of the Borrower or the = Lender, any=20 Claim shall be resolved by binding arbitration in accordance with the = Federal=20 Arbitration Act (Title 9, U.S. Code) (the =93Act=94). The Act will = apply even=20 though the Loan Agreement as modified by this Fifth Amendment provides = that it=20 is governed by the law of a specified state. Arbitration = proceedings will=20 be determined in accordance with the Act, the applicable rules and=20 procedures for the arbitration of disputes of JAMS or any successor = thereof=20 (=93JAMS=94), 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=20 conducted in any U.S. state where real or tangible personal property = collateral=20 for this credit is located or if there is no such collateral, in = Maryland.=20 All Claims shall be determined by one arbitrator; = however,=20 if Claims exceed Five Million and 00/100 Dollars ($5,000,000.00), upon = the=20 request of any party, the Claims shall be decided by three = arbitrators. =20 All arbitration hearings shall commence within ninety (90) days of the = demand=20 for arbitration and close within ninety (90) days of commencement and = the award=20 of the arbitrator(s) shall be issued within thirty (30) days of the = close=20 of the hearing. However, the arbitrator(s), upon a showing of good = cause,=20 may extend the commencement of the hearing for up to an additional sixty = (60)=20 days. The arbitrator(s) shall provide a concise written = statement of=20 reasons for the award. The arbitration award may be submitted to = any court=20 having jurisdiction to be confirmed and enforced.

The arbitrator(s) will have the = authority to=20 decide whether any Claim is barred by the statute of limitations and, if = so, to=20 dismiss the arbitration on that basis. For purposes of the = application of=20 the statute of limitations, the service on JAMS under applicable JAMS=20 rules of a notice of Claim is the equivalent of the filing of a=20 lawsuit. Any dispute concerning this arbitration provision or = whether a=20 claim is arbitrable shall be determined by the arbitrator(s). The=20 arbitrator(s) shall have the power to award legal fees pursuant to = the=20 terms of the Loan Agreement as modified by this Fifth Amendment. =

This paragraph does not limit the = right of the=20 Lender to: (i) exercise self-help remedies, such as but not limited = to,=20 setoff; (ii) initiate judicial or nonjudicial foreclosure against = any real=20 or personal property collateral; (iii) exercise any judicial or = power of=20 sale rights, or (iv) act in a court of law to obtain an interim = remedy,=20 such as but not limited to, injunctive relief, writ of possession or = appointment=20 of a receiver, or additional or supplementary remedies.

22. = &nbs= p; = ; =20 WAIVER OF=20 JURY TRIAL . BY=20 AGREEING TO BINDING ARBITRATION, BORROWER AND LENDER IRREVOCABLY AND = VOLUNTARILY=20 WAIVE ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF A=20 CLAIM. FURTHERMORE, WITHOUT INTENDING IN ANY WAY TO LIMIT THIS = AGREEMENT=20 TO ARBITRATE, TO THE EXTENT ANY CLAIM IS NOT

=

12 =

=

ARBITRATED, THE PARTIES IRREVOCABLY = AND=20 VOLUNTARILY WAIVE ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN = RESPECT OF=20 SUCH CLAIM. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE = PARTIES=20 ENTERING INTO THE LOAN AGREEMENT AS MODIFIED BY THIS FIFTH AMENDMENT.=20

=

23. = &nbs= p; = ; =20 No Oral=20 Agreements . This=20 Fifth Amendment, the Loan Agreement, and the other Loan Documents = constitute the=20 entire agreement of the parties concerning the subject matter hereof and = may not=20 be contradicted by evidence of prior, contemporaneous or subsequent oral = agreements of the parties. There are no unwritten or oral = agreements=20 between the parties.

=

(Signatures = and Notary=20 Acknowledgments continue on following pages)

=

13 =

=

IN = WITNESS WHEREOF,=20 the undersigned have duly executed and delivered this Fifth = Amendment=20 under seal as of the day and year first hereinabove set forth.=20

EF JOHNSON TECHNOLOGIES, INC., a = Delaware=20 corporation

(formerly known as EFJ, INC.)=20

By:

/s/ Jana Ahlfinger Bell =

(SEAL) =

Name: Jana Ahlfinger Bell =

Title: Executive Vice = President=20 and Chief Financial Officer

State of Texas

)

County of Dallas =

) To Wit:

Acknowledged before=20 me by Jana Ahlfinger Bell as Executive Vice President and Chief = Financial=20 Officer of EF Johnson Technologies, Inc. (formerly known = as =20 EFJ, Inc.), a Delaware corporation, this 16 th=20 day of = March, 2009.=20

[SEAL]

/s/ Elaine Flud Rodriguez =

Notary Public =

My commission expires: =

September 23, 2009 =

My registration number: =

E. F. JOHNSON COMPANY, a = Minnesota=20 corporation

By:

/s/ Jana Ahlfinger Bell =

(SEAL) =

Name: Jana Ahlfinger Bell =

Title: Chief = Financial Officer=20

State of Texas

)

County of Dallas =

) To Wit:

Acknowledged before=20 me by Jana Ahlfinger Bell as Chief Financial Officer of E.F. = Johnson=20 Company, a Minnesota corporation, this 16 th=20 day of = March, 2009.=20

=

[SEAL]

/s/ Elaine Flud Rodriguez =

Notary Public =

My commission expires: =

September 23, 2009 =

My registration number: =

=

14 =

=

TRANSCRYPT INTERNATIONAL, INC., = a Delaware=20 corporation

By:

/s/ Jana Ahlfinger Bell =

(SEAL) =

Name: Jana Ahlfinger Bell =

Title: Chief = Financial Officer=20

State of Texas

)

County of Dallas =

) To Wit:

Acknowledged before=20 me by Jana Ahlfinger Bell as Chief Financial Officer of Transcrypt = International, Inc., a Delaware corporation, this 16 = th=20 day of = March, 2009.=20

[SEAL]

/s/ Elaine Flud Rodriguez =

Notary Public =

My commission expires: =

September 23, 2009 =

My registration number: =

3e TECHNOLOGIES INTERNATIONAL, = INC., a=20 Maryland corporation

By:

/s/ Jana Ahlfinger Bell =

(SEAL) =

Name: Jana Ahlfinger Bell =

Title: Chief = Financial Officer=20

State of Texas

)

County of Dallas =

) To Wit:

Acknowledged before=20 me by Jana Ahlfinger Bell as Chief Financial Officer of 3e = Technologies=20 International, Inc., a Delaware corporation, this 16 = th=20 day of = March, 2009.=20

=

=

[SEAL]

/s/ Elaine Flud Rodriguez =

Notary Public =

My commission expires: =

September 23, 2009 =

My registration number: =

=

15 =

=

BANK OF AMERICA, N.A. =

By:

/s/ Michael J. Radcliffe =

(SEAL) =

Name: Michael J. Radcliffe =

Title: Senior = Vice=20 President

=20

State of Maryland =

)

County of Prince George=92s =

) To Wit:=20

Acknowledged before=20 me by Michael J. Radcliffe as Senior Vice President of Bank of = America,=20 N.A., this 16 th=20 day of = March, 2009.=20

[SEAL]

/s/ Faatimah R. Wilson =

Notary Public =

My commission expires: =

February 4, 2013 =

My registration number: =

=

16 =

Exhibit=20 10.2

=20

IMPORTANT NOTICE

=20

THIS=20 INSTRUMENT CONTAINS A CONFESSION OF JUDGMENT PROVISION WHICH CONSTITUTES = A=20 WAIVER OF IMPORTANT RIGHTS YOU MAY HAVE AS A DEBTOR AND ALLOWS THE = CREDITOR=20 TO OBTAIN A JUDGMENT AGAINST YOU WITHOUT ANY FURTHER NOTICE. =

=20

FOURTH=20 AMENDMENT

TO=20 REVOLVING NOTE

=20

THIS FOURTH AMENDMENT TO REVOLVING = NOTE (=93Fourth=20 Amendment=94) is made as of March 16, 2009, by and among EF Johnson = Technologies, Inc. (formerly known as EFJ, Inc.), a = Delaware=20 corporation, E. F. Johnson Company, a Minnesota corporation, Transcrypt=20 International, Inc., a Delaware corporation, and 3e Technologies=20 International, Inc., a Maryland corporation (jointly and severally, = the=20 =93Borrower=94) and Bank of America, N.A., a national banking = association (the=20 =93Lender=94).

RECITALS =

=20

A. = &nbs= p; = ; =20 Borrower is obligated to Lender with respect to a revolving line = of=20 credit loan (the =93Revolving Loan=94) evidenced by that certain = Revolving Note=20 dated as of November 15, 2002, as modified by that certain First = Amendment=20 to Revolving Note dated as of September 13, 2004, and as further = modified=20 by that certain Second Amendment to Revolving Note dated as of = July 11,=20 2006, and as further modified by that certain Third Amendment to = Revolving Note=20 dated as of March 10, 2008, made payable by Borrower to Lender in = the=20 maximum principal amount of Fifteen Million and 00/100 Dollars=20 ($15,000,000.00)(the =93Revolving Note=94).

B. = &nbs= p; = ; =20 The Revolving Note evidences the Borrower=92s obligations to = repay advances=20 of principal made by the Lender under a Revolving Line of Credit Loan = Agreement=20 and Security Agreement, dated as of November 15, 2002, as amended = by that=20 certain First Amendment to Revolving Line of Credit Loan Agreement and = Security=20 Agreement dated as of September 13, 2004, and as further amended by = that=20 certain Second Amendment to Revolving Line of Credit Loan Agreement and = Security=20 Agreement dated as of July 11, 2006, and as further amended = by that=20 certain Third Amendment to Revolving Line of Credit Loan Agreement, Term = Loan=20 Agreement and Security Agreement dated as of March 7, 2007, and as = further=20 modified by that certain Fourth Amendment to Revolving Line of Credit = Loan=20 Agreement, Term Loan Agreement and Security Agreement dated as of = March 10,=20 2008 (the =93Original Loan Agreement=94). The Revolving Note is = governed, in=20 part, by certain provisions of the Original Loan Agreement.

C. = &nbs= p; = ; =20 The Original Loan Agreement has been further amended by that = certain=20 Fifth Amendment to Revolving Line of Credit Loan Agreement, Term Loan=20 Agreement and Security between Borrower and Lender, of even date = herewith=20 (the Original Loan Agreement, as so modified, being referred to = hereafter as the=20 =93Loan Agreement=94) to, among other things, (1) provide for the = waiver of a=20 certain financial covenant as it applies for Borrower=92s fiscal quarter = ending=20 December 31, 2008, (2) to reduce the maximum amount of the = Revolving=20 Loan to be extended by Lender to Borrower from $15,000,000.00 to = $10,000,000.00,=20 (3) to amend certain existing financial covenants, and (4) for = certain=20 other purposes.

D. = &nbs= p; = ; =20 Borrower and Lender desire to amend the Revolving Note to, among = other=20 things, (1) reduce the maximum amount of the Revolving Loan = to be=20 extended by Lender to Borrower from $15,000,000.00 to $10,000,000.00, = and=20 (2) to revise the interest rate in effect under the Revolving Note. =

AGREEMENTS =

=20

NOW, THEREFORE, in consideration of = the premises,=20 the mutual agreements herein contained, and other good and valuable=20 consideration, the receipt and sufficiency of which are hereby = acknowledged, the=20 Borrower and the Lender hereby agree as follows:

1. = &nbs= p; = ; = =20 Capitalized Terms = . =20 Capitalized terms used in this Fourth Amendment but not defined herein = have the=20 meanings ascribed to them in the Revolving Note.

2. = &nbs= p; = ; = =20 Definition of Principal Sum=20 . The definition of =93Principal Sum=94 in the Revolving = Note is=20 hereby decreased to, and modified to mean, Ten Million and 00/100 = Dollars=20 ($10,000,000.00). To the extent that the principal balance owing = under the=20 Revolving Note as of the date of this Fourth Amendment exceeds = $10,000,000.00=20 (the =93Excess Principal Balance=94), Borrower shall, contemporaneous = with the=20 execution and delivery of this Fourth Amendment, deliver payment to = Lender, in=20 immediately available funds, in a sum equal to or exceeding the Excess = Principal=20 Balance, to be applied towards the principal balance owing under the = Revolving=20 Note.

3. = &nbs= p; = ; = =20 Interest . = Section 1=20 of the Note entitled =93 Interest = =94 is=20 hereby deleted in its entirety and restated as follows:

=931. = &nbs= p; = ; =20 Interest . = Commencing=20 as of the date hereof, interest on the principal balance outstanding = from time=20 to time shall accrue at a fluctuating annual rate equal to the = =93LIBOR-Based=20 Rate=94 (as hereinafter defined). The LIBOR-Based Rate is equal to = the=20 =93LIBOR Rate=94 (as hereinafter defined) in effect from time to time = plus the=20 applicable =93LIBOR Margin=94 (as defined below). The =93LIBOR = Rate=94 means the=20 interest rate determined by the following formula, rounded upward to the = nearest=20 1/100 of one percent.

2 =

=20

LIBOR Rate =3D

London = Inter-Bank=20 Offered Rate

(1.00 = - Reserve=20 Percentage)

=

=20

=93London Inter-Bank Offered Rate=94 = means the average=20 per annum interest rate at which U.S. dollar deposits would be offered = for an=20 =93Interest Period=94 of one (1) month by major banks in the London = inter-bank=20 market, as shown on the Telerate Page 3750 (or any successor page) = at=20 approximately 11:00 a.m. London time two (2) London Banking = Days=20 before the commencement of the Interest Period. If such rate does = not=20 appear on the Telerate Page 3750 (or any successor page), the rate = for that=20 Interest Period will be determined by such alternate method as = reasonably=20 selected by Lender. A =93London Banking Day=94 is a day on which = Lender=92s=20 London Banking Center is open for business and dealing in offshore=20 dollars. =93Reserve Percentage=94 means the total of the maximum = reserve=20 percentages for determining the reserves to be maintained by member = banks of the=20 Federal Reserve System for Eurocurrency Liabilities, as defined in = Federal=20 Reserve Board Regulation D, rounded upward to the nearest 1/100 of one=20 percent. The percentage will be expressed as a decimal, and will = include,=20 but not be limited to, marginal, emergency, supplemental, special, and = other=20 reserve percentages. The first day of the Interest Period = must be a=20 day other than a Saturday, or a Sunday on which Lender is open for = business in=20 New York and London and dealing in offshore dollars (a =93LIBOR Banking=20 Day=94). The last day of the Interest Period and the actual number = of days=20 during the Interest Period will be determined by Lender using the = practices of=20 the London inter-bank market. Absent manifest error, the = Lender=92s=20 certificate to the Borrower stating the LIBOR Rate for each Interest = Period=20 shall be conclusive.

=20

The =93LIBOR Margin=94 shall be based = on the=20 Borrower=92s ratio of =93Funded Debt=94 (as defined in the Loan = Agreement (as defined=20 below)) to =93EBITDA=94 (as defined in the Loan Agreement), and is the = applicable=20 annual rate of interest shown in the Performance Pricing Grid set forth=20 below. The LIBOR Margin based on the financial statements of = Borrower=20 previously provided to Lender, and having an effective date of = March 1,=20 2009, is the level 3 rate of 4.00%. Unless otherwise = expressly=20 provided in this Fourth Amendment, if the Borrower comprises a parent=20 corporation and its subsidiaries, the covenants herein relating to the = financial=20 condition of the Borrower refer to the financial condition of the parent = corporation and those subsidiaries stated on a consolidated basis. =

=20

The rate at which interest shall = accrue under this=20 Note may change immediately upon any change at the commencement of each = Interest=20 Period (if the London Inter-Bank Offered Rate has changed) and/or upon = any=20 change in the LIBOR Margin.

3 =

=20

If the LIBOR Rate is discontinued or = unavailable,=20 interest on the outstanding principal balance shall accrue at the = =93Prime Rate=94=20 (as hereafter defined) plus the applicable =93Prime Margin=94 (as = defined=20 below). The =93Prime Rate=94 is a fluctuating rate announced by = the Lender=20 from time to time, in the Lender=92s sole discretion, as the Lender=92s = Prime=20 Rate. Changes in the Prime Rate will be effective, without prior = notice,=20 as of the date any change is announced. The Prime Rate is a = reference rate=20 only; it is not necessarily the most favorable rate of interest that the = Lender=20 charges to any borrower or class of borrowers. The =93Prime = Margin=94 shall be=20 based on the Borrower=92s ratio of Debt to EBITDA, and is the applicable = annual=20 rate of interest shown in the Performance Pricing Grid set forth below.=20

=20

Pursuant to Section 6.11d. of the = Loan=20 Agreement, as soon as available but in no event more than forty-five = (45) days=20 after the close of each of the Borrower=92s fiscal quarters, the = Borrower will=20 provide management prepared balance sheets and profit and loss = statements, with=20 supporting schedules, setting forth the financial condition of the = Borrower as=20 of the end of the most recent fiscal quarter and for the year to = date. The=20 ratio of Borrower=92s Funded Debt to EBITDA will be measured at the end = of each=20 fiscal quarter of Borrower on a rolling four quarter basis, pursuant to = the=20 financial statements most recently and timely provided by Borrower in = accordance=20 with the Loan Agreement. Any change in the LIBOR Margin (or the = Prime=20 Margin if the LIBOR Rate is discontinued or unavailable) shall go into = effect=20 the first day of the first calendar month following the due date for = Borrower to=20 deliver such financial statements to Lender (e.g., financial statements = to be=20 provided for the fiscal quarter ending June 30, 2009 are due on=20 August 14, 2009; accordingly, if such statements are timely = provided, the=20 change in LIBOR Margin would occur on September 1, 2009). If, = however,=20 Borrower fails to timely provide the financial statements required under = the=20 Loan Agreement, the LIBOR Margin shall automatically change to the level = 1 rate=20 of 5.00% (or if the Prime Margin is applicable, then the rate shall = change to=20 the level 1 rate of 3.00%), effective the first day of the first = calendar month=20 following the due date for delivery of such financial statements to = Lender.=20

=20

(the space = at end of this=20 page left intentionally blank)

4 =

=20

Performance Pricing Grid means the = following=20 table:

=20

Level 1

Level 2

Level 3

Level 4

Level 5

Level 6

Debt/ EBITDA

Ratio = >=20 6.00x

=

6.00 = > Ratio=20 >

=

5.00 = > Ratio=20

=

4.00 = > Ratio=20 >

=

3.00 = > Ratio=20 >

=

Ratio = < 2.00 x=20

=20

LIBOR +

5.00% =

=

4.50% =

=

4.00% =

=

3.50% =

=

3.00% =

=

2.50% =

=20

Prime Rate +

3.00% =

=

2.50% =

=

2.00% =

=

1.50% =

=

1.00% =

=

.50% =

=20

=20

All interest payable under the terms = of this Note=20 shall be calculated by applying a daily interest rate, determined by = multiplying=20 the outstanding principal balance by the applicable annual interest rate = and=20 dividing the resulting product by 360, to the actual number of days = principal is=20 outstanding.=94

=20

4. = &nbs= p; = ; = =20 Default Interest = . =20 Section 3 of the Revolving Note entitled =93Default Interest=94 is = hereby=20 deleted in its entirety and restated, as follows:

=93 Default Interest=20 . Upon the occurrence of an Event of Default (as = hereinafter=20 defined), the unpaid Principal Sum shall bear interest thereafter, until = the=20 Event of Default is cured, at a rate of four percent (4%) per annum in = excess of=20 the rate of interest that would otherwise be in effect under this = Note.=94=20

=20

5. = &nbs= p; = ; = =20 Reaffirmation of terms; no = offsets or=20 defenses . Except as modified by this Fourth Amendment, = the=20 Revolving Note remains in full force and effect and unmodified. = Borrower=20 warrants and represents that it has no offsets or defenses to its = obligations=20 under the Revolving Note, as modified by this Fourth Amendment.

6. = &nbs= p; = ; = =20 Confession of judgment = . =20 The Borrower hereby appoints or reappoints (as the case may be) Joseph = P. Corish=20 and Jennifer A. Brust, and each of them, as the Borrower=92s true and = lawful=20 attorney-in-fact, for the Borrower, in the Borrower=92s name, place and = stead, to=20 confess judgment against the Borrower, following the occurrence of an = Event of=20 Default, in the office of the Clerk of the Circuit Court of Montgomery = County,=20 Maryland, for the outstanding principal balance owing under the = Revolving Note,=20 as amended hereby, together with interest, late payment charges, court = costs,=20 and attorneys fees of Fifteen Percent (15%) of the then outstanding = principal=20 balance, hereby ratifying and confirming the acts of said = attorney-in-fact as if=20 done by the Borrower. Notwithstanding the amount confessed for = attorneys=20 fees, Lender agrees that enforcement of the judgment for such attorneys = fees so=20 confessed shall not exceed the amount of fees and expenses actually = charged by=20 counsel for Lender for services rendered by counsel in connection with = the=20 confession of such judgment and the collection of the sums owing by = Borrower to=20

5 =

Lender. The Borrower consents to = immediate=20 execution of any such confessed judgment and waives the benefit of any = exemption=20 laws. Any provisions set forth hereafter regarding arbitration of = disputes=20 between the Borrower and the Lender shall not be deemed to limit = Lender=92s right=20 to have the attorneys-in-fact named in this paragraph confess judgment = against=20 the Borrower in favor of the Lender following the occurrence of an Event = of=20 Default.

7. = &nbs= p; = ; = =20 Arbitration . = Provisions of=20 the Loan Agreement specifying that certain disputes between the Borrower = and the=20 Lender shall be resolved by binding arbitration are incorporated by = reference=20 into the Revolving Note as modified by this Fourth Amendment and shall = have the=20 same force and effect as if fully set forth in the Revolving Note as = modified by=20 this Fourth Amendment.

8. = &nbs= p; = ; = =20 Lender consent . = Lender has=20 executed this Fourth Amendment for the sole purpose of evidencing = its=20 consent hereto, and not for the purpose of becoming liable on the = Revolving Note=20 as a co-maker, endorser or guarantor.

(Signatures = and Notary=20 Acknowledgments on following pages)

6 =

IN WITNESS WHEREOF, the undersigned = have duly=20 executed this Fourth Amendment as of the day and year first hereinabove = set=20 forth, the Lender having signed for the sole purpose of evidencing its = consent=20 to the amendments herein contained and not for the purpose of becoming a = co-maker of the Revolving Note.

=20

EF JOHNSON TECHNOLOGIES, INC., a = Delaware=20 corporation

(formerly known as EFJ, INC.)=20

By:

/s/ Jana Ahlfinger Bell =

(SEAL)

Name: Jana Ahlfinger Bell =

Title: Executive Vice = President and=20 Chief Financial Officer

State of

Texas

)

County of

Dallas

) To Wit:

=20

Acknowledged = before me by=20 Jana Ahlfinger Bell as Executive Vice President and Chief Financial = Officer of=20 EF Johnson Technologies, Inc., a Delaware corporation (formerly = known as=20 EFJ, Inc.), this 16 th=20 day of March, 2009.

[SEAL]

/s/ Elaine Flud Rodriguez =

Notary Public =

My commission expires: =

September 23, 2009 =

My registration number: =

=20

E. F. JOHNSON COMPANY, a = Minnesota=20 corporation

By:

/s/ Jana Ahlfinger Bell =

(SEAL)

Name: Jana Ahlfinger Bell =

Title: Chief Financial = Officer=20

State of

Texas

)

County of

Dallas

) To Wit:

=20

Acknowledged = before me by=20 Jana Ahlfinger Bell as Chief Financial Officer of E.F. Johnson Company, = a=20 Minnesota corporation, this 16 th=20 day of March, 2009.

=20

[SEAL]

/s/ Elaine Flud Rodriguez =

Notary Public =

My commission expires: =

September 23, 2009 =

My registration number: =

7 =

=20

TRANSCRYPT INTERNATIONAL, INC., = a Delaware=20 corporation

By:

/s/ Jana Ahlfinger Bell =

(SEAL)

Name: Jana Ahlfinger Bell =

Title: Chief Financial = Officer=20

State of

Texas

)

County of

Dallas

) To Wit:

=20

Acknowledged = before me by=20 Jana Ahlfinger Bell as Chief Financial Officer of Transcrypt=20 International, Inc., a Delaware corporation, this 16 th=20 day of March, 2009.

=20

[SEAL]

/s/ Elaine Flud Rodriguez =

Notary Public =

My commission expires: =

September 23, 2009 =

My registration number: =

=20

=20

3e TECHNOLOGIES INTERNATIONAL, = INC., a=20 Maryland corporation

By:

/s/ Jana Ahlfinger Bell =

(SEAL)

Name: Jana Ahlfinger Bell =

Title: Chief Financial = Officer=20

State of

Texas

)

County of

Dallas

) To Wit:

=20

Acknowledged = before me by=20 Jana Ahlfinger Bell as Chief Financial Officer of 3e Technologies=20 International, Inc., a Delaware corporation, this 16 th=20 day of March, 2009.

=20

=20

[SEAL]

/s/ Elaine Flud Rodriguez =

Notary Public =

My commission expires: =

September 23, 2009 =

My registration number: =

8 =

=20

BANK OF AMERICA, N.A. =

By:

/s/ Michael J. Radcliffe =

(SEAL)

Name: Michael J. Radcliffe =

Title: Senior Vice = President=20

=20

State of

Maryland

)

County of

Prince George=92s =

) To Wit:=20

Acknowledged before=20 me by Michael J. Radcliffe as Senior Vice President of Bank of = America,=20 N.A., this 16 th=20 day of March, 2009.

=

=

[SEAL]

/s/ Faatimah R. Wilson =

Notary Public =

My commission expires: =

February 4, 2013 =

My registration number: =

9 =

Exhibit=20 10.3

=20

IMPORTANT NOTICE

=20

THIS=20 INSTRUMENT CONTAINS A CONFESSION OF JUDGMENT PROVISION WHICH CONSTITUTES = A=20 WAIVER OF IMPORTANT RIGHTS YOU MAY HAVE AS A DEBTOR AND ALLOWS THE = CREDITOR=20 TO OBTAIN A JUDGMENT AGAINST YOU WITHOUT ANY FURTHER NOTICE. =

=20

SECOND=20 AMENDMENT

TO TERM=20 NOTE

=20

THIS SECOND AMENDMENT TO TERM NOTE = (=93Second=20 Amendment=94) is made as of March 16, 2009, by and among EF Johnson = Technologies, Inc., a Delaware corporation (formerly known as=20 EFJ, Inc.), E. F. Johnson Company, a Minnesota corporation, = Transcrypt=20 International, Inc., a Delaware corporation, and 3e Technologies=20 International, Inc., a Maryland corporation (jointly and severally, = the=20 =93Borrower=94) and Bank of America, N.A., a national banking = association (the=20 =93Lender=94).

RECITALS =

=20

A. = &nbs= p; = ; =20 Borrower is obligated to Lender with respect to a term loan (the = =93Term=20 Loan=94) evidenced by that certain Term Note dated as of July 11, = 2006, as=20 modified by that certain First Amendment to Term Note dated as of = March 10,=20 2008, made payable by Borrower to Lender in the original principal = amount of=20 Fifteen Million and 00/100 Dollars ($15,000,000.00)(the =93Term = Note=94).

B. = &nbs= p; = ; =20 The Term Note evidences the Borrower=92s obligations to repay=20 advance(s) of principal made by the Lender under a Revolving Line = of Credit=20 Loan Agreement and Security Agreement, dated as of November 15, = 2002, as=20 amended by that certain First Amendment to Revolving Line of Credit Loan = Agreement and Security Agreement dated as of September 13, 2004, = and as=20 further amended by that certain Second Amendment to Revolving Line of = Credit=20 Loan Agreement and Security Agreement dated as of July 11, = 2006, and=20 as further amended by that certain Third Amendment to Revolving Line of = Credit=20 Loan Agreement, Term Loan Agreement and Security Agreement dated as of=20 March 7, 2007, and as further modified by that certain Fourth = Amendment to=20 Revolving Line of Credit Loan Agreement, Term Loan Agreement and = Security=20 Agreement dated as of March 10, 2008 (the =93Original Loan = Agreement=94). =20 The Term Note is governed, in part, by certain provisions of the = Original Loan=20 Agreement.

C. = &nbs= p; = ; =20 The Original Loan Agreement has been further amended by that = certain=20 Fifth Amendment to Revolving Line of Credit Loan Agreement, Term Loan=20 Agreement and Security between Borrower and Lender, of even date = herewith=20 (the Original

Loan Agreement, as so modified, being = referred to=20 hereafter as the =93Loan Agreement=94) to, among other things, = (1) provide for=20 the waiver of a certain financial covenant as it applies for = Borrower=92s fiscal=20 quarter ending December 31, 2008, (2) to amend certain = existing=20 financial covenants, and (3) for certain other purposes. =

D. = &nbs= p; = ; =20 Borrower and Lender desire to amend the Term Note to, among other = things, revise the interest rate in effect under the Term Note. =

AGREEMENTS =

=20

NOW, THEREFORE, in consideration of = the premises,=20 the mutual agreements herein contained, and other good and valuable=20 consideration, the receipt and sufficiency of which are hereby = acknowledged, the=20 Borrower and the Lender hereby agree as follows:

1. = &nbs= p; = ; = =20 Capitalized Terms = . =20 Capitalized terms used in this Second Amendment but not defined herein = have the=20 meanings ascribed to them in the Term Note.

2. = &nbs= p; = ; = =20 Interest . = Section 1=20 of the Note entitled =93 Interest = =94 is=20 hereby deleted in its entirety and restated as follows:

=931. = &nbs= p; = ; =20 Interest . = Commencing=20 as of the date hereof, interest on the principal balance outstanding = from time=20 to time shall accrue at a fluctuating annual rate equal to the = =93LIBOR-Based=20 Rate=94 (as hereinafter defined). The LIBOR-Based Rate is equal to = the=20 =93LIBOR Rate=94 (as hereinafter defined) in effect from time to time = plus the=20 applicable =93LIBOR Margin=94 (as defined below). The =93LIBOR = Rate=94 means the=20 interest rate determined by the following formula, rounded upward to the = nearest=20 1/100 of one percent.

LIBOR Rate =3D

London = Inter-Bank=20 Offered Rate

(1.00 = - Reserve=20 Percentage)

=

=93London Inter-Bank Offered Rate=94 = means the average=20 per annum interest rate at which U.S. dollar deposits would be offered = for an=20 =93Interest Period=94 of one (1) month by major banks in the London = inter-bank=20 market, as shown on the Telerate Page 3750 (or any successor page) = at=20 approximately 11:00 a.m. London time two (2) London Banking = Days=20 before the commencement of the Interest Period. If such rate does = not=20 appear on the Telerate Page 3750 (or any successor page), the rate = for that=20 Interest Period will be determined by such alternate method as = reasonably=20 selected by Lender. A =93London Banking Day=94 is a day on which = Lender=92s=20 London Banking Center is open for business and dealing in offshore = dollars.=20 =93Reserve Percentage=94 means the total of the maximum reserve = percentages=20 for determining the reserves to be maintained by member banks of the =

2 =

=20

Federal Reserve System for = Eurocurrency=20 Liabilities, as defined in Federal Reserve Board Regulation D, rounded = upward to=20 the nearest 1/100 of one percent. The percentage will be expressed = as a=20 decimal, and will include, but not be limited to, marginal, emergency,=20 supplemental, special, and other reserve percentages. The = first day=20 of the Interest Period must be a day other than a Saturday, or a Sunday = on which=20 Lender is open for business in New York and London and dealing in = offshore=20 dollars (a =93LIBOR Banking Day=94). The last day of the Interest = Period and=20 the actual number of days during the Interest Period will be determined = by=20 Lender using the practices of the London inter-bank market. Absent = manifest error, the Lender=92s certificate to the Borrower stating the = LIBOR Rate=20 for each Interest Period shall be conclusive.

=20

The =93LIBOR Margin=94 shall be based = on the=20 Borrower=92s ratio of =93Funded Debt=94 (as defined in the Loan = Agreement (as defined=20 below)) to =93EBITDA=94 (as defined in the Loan Agreement), and is the = applicable=20 annual rate of interest shown in the Performance Pricing Grid set forth=20 below. The LIBOR Margin based on the financial statements of = Borrower=20 previously provided to Lender, and having an effective date of = March 1,=20 2009, is the level 3 rate of 4.00%. Unless otherwise = expressly=20 provided in this Second Amendment, if the Borrower comprises a parent=20 corporation and its subsidiaries, the covenants herein relating to the = financial=20 condition of the Borrower refer to the financial condition of the parent = corporation and those subsidiaries stated on a consolidated basis. =

=20

The rate at which interest shall = accrue under this=20 Note may change immediately upon any change at the commencement of each = Interest=20 Period (if the London Inter-Bank Offered Rate has changed) and/or upon = any=20 change in the LIBOR Margin.

=20

If the LIBOR Rate is discontinued or = unavailable,=20 interest on the outstanding principal balance shall accrue at the = =93Prime Rate=94=20 (as hereafter defined) plus the applicable =93Prime Margin=94 (as = defined=20 below). The =93Prime Rate=94 is a fluctuating rate announced by = the Lender=20 from time to time, in the Lender=92s sole discretion, as the Lender=92s = Prime=20 Rate. Changes in the Prime Rate will be effective, without prior = notice,=20 as of the date any change is announced. The Prime Rate is a = reference rate=20 only; it is not necessarily the most favorable rate of interest that the = Lender=20 charges to any borrower or class of borrowers. The =93Prime = Margin=94=20 shall be based on the Borrower=92s ratio of Debt to EBITDA, and is = the=20 applicable annual rate of interest shown in the Performance Pricing Grid = set=20 forth below.

=20

Pursuant to Section 6.11d. of the = Loan=20 Agreement, as soon as available but in no event more than forty-five = (45) days=20 after the close of each of the Borrower=92s fiscal quarters, the = Borrower will=20 provide management prepared balance sheets and profit and loss = statements, with=20 supporting schedules, setting forth the financial

3 =

=20

condition of the Borrower as of the = end of the=20 most recent fiscal quarter and for the year to date. The ratio of=20 Borrower=92s Funded Debt to EBITDA will be measured at the end of each = fiscal=20 quarter of Borrower on a rolling four quarter basis, pursuant to the = financial=20 statements most recently and timely provided by Borrower in accordance = with the=20 Loan Agreement. Any change in the LIBOR Margin (or the Prime = Margin if the=20 LIBOR Rate is discontinued or unavailable) shall go into effect the = first day of=20 the first calendar month following the due date for Borrower to deliver = such=20 financial statements to Lender (e.g., financial statements to be = provided for=20 the fiscal quarter ending June 30, 2009 are due on August 14, = 2009;=20 accordingly, if such statements are timely provided, the change in LIBOR = Margin=20 would occur on September 1, 2009). If, however, Borrower fails to = timely=20 provide the financial statements required under the Loan Agreement, the = LIBOR=20 Margin shall automatically change to the level 1 rate of 5.00% (or if = the Prime=20 Margin is applicable, then the rate shall change to the level 1 rate of = 3.00%),=20 effective the first day of the first calendar month following the due = date for=20 delivery of such financial statements to Lender.

=20

Performance Pricing Grid means the = following=20 table:

=20

Level 1

Level 2

Level 3

Level 4

Level 5

Level 6

Debt/ EBITDA

Ratio = >=20 6.00x

6.00 = > Ratio=20 >

5.00 = > Ratio=20

4.00 = > Ratio=20 >

3.00 > Ratio > =

Ratio = < 2.00 x=20

=20

LIBOR +

5.00% =

4.50% =

4.00% =

3.50% =

3.00% =

2.50% =

=20

Prime Rate +

3.00% =

2.50% =

2.00% =

1.50% =

1.00% =

.50% =

=20

=20

All interest payable under the terms = of this Note=20 shall be calculated by applying a daily interest rate, determined by = multiplying=20 the outstanding principal balance by the applicable annual interest rate = and=20 dividing the resulting product by 360, to the actual number of days = principal is=20 outstanding.=94

=20

3. = &nbs= p; = ; = =20 Default Interest = . =20 Section 3 of the Term Note entitled =93Default Interest=94 is = hereby deleted in=20 its entirety and restated, as follows:

=93 Default Interest=20 . Upon the occurrence of an Event of Default (as = hereinafter=20 defined), the unpaid Principal Sum shall bear interest thereafter, until = the=20 Event of Default is cured, at a rate of four percent (4%) per annum in = excess of=20 the rate of interest that would otherwise be in effect under this = Note.=94=20

4 =

4. = &nbs= p; = ; = =20 Reaffirmation of terms; no = offsets or=20 defenses . Except as modified by this Second Amendment, = the Term=20 Note remains in full force and effect and unmodified. Borrower = warrants=20 and represents that it has no offsets or defenses to its obligations = under the=20 Term Note, as modified by this Second Amendment.

5. = &nbs= p; = ; = =20 Confession of judgment = . =20 The Borrower hereby appoints or reappoints (as the case may be) Joseph = P. Corish=20 and Jennifer A. Brust, and each of them, as the Borrower=92s true and = lawful=20 attorney-in-fact, for the Borrower, in the Borrower=92s name, place and = stead, to=20 confess judgment against the Borrower, following the occurrence of an = Event of=20 Default, in the office of the Clerk of the Circuit Court of Montgomery = County,=20 Maryland, for the outstanding principal balance owing under the Term = Note, as=20 amended hereby, together with interest, late payment charges, court = costs, and=20 attorneys fees of Fifteen Percent (15%) of the then outstanding = principal=20 balance, hereby ratifying and confirming the acts of said = attorney-in-fact as if=20 done by the Borrower. Notwithstanding the amount confessed for = attorneys=20 fees, Lender agrees that enforcement of the judgment for such attorneys = fees so=20 confessed shall not exceed the amount of fees and expenses actually = charged by=20 counsel for Lender for services rendered by counsel in connection with = the=20 confession of such judgment and the collection of the sums owing by = Borrower to=20 Lender. The Borrower consents to immediate execution of any such = confessed=20 judgment and waives the benefit of any exemption laws. Any = provisions set=20 forth hereafter regarding arbitration of disputes between the Borrower = and the=20 Lender shall not be deemed to limit Lender=92s right to have the = attorneys-in-fact=20 named in this paragraph confess judgment against the Borrower in favor = of the=20 Lender following the occurrence of an Event of Default.

6. = &nbs= p; = ; = =20 Arbitration . = Provisions of=20 the Loan Agreement specifying that certain disputes between the Borrower = and the=20 Lender shall be resolved by binding arbitration are incorporated by = reference=20 into the Term Note as modified by this Second Amendment and shall have = the same=20 force and effect as if fully set forth in the Term Note as modified by = this=20 Second Amendment.

7. = &nbs= p; = ; = =20 Lender consent . = Lender has=20 executed this Second Amendment for the sole purpose of evidencing its = consent=20 hereto, and not for the purpose of becoming liable on the Term Note as a = co-maker, endorser or guarantor.

(Signatures = and Notary=20 Acknowledgments on following pages)

5 =

IN WITNESS WHEREOF, the undersigned = have duly=20 executed this Second Amendment as of the day and year first hereinabove = set=20 forth, the Lender having signed for the sole purpose of evidencing its = consent=20 to the amendments herein contained and not for the purpose of becoming a = co-maker of the Term Note.

=20

EF JOHNSON TECHNOLOGIES, INC., a = Delaware=20 corporation

(formerly known as EFJ, INC.)=20

By:

/s/ Jana Ahlfinger Bell =

(SEAL)

Name: Jana Ahlfinger Bell =

Title: Executive Vice = President and=20 Chief Financial Officer

State of Texas

)

County of Dallas =

) To Wit: =

=20

Acknowledged = before me by=20 Jana Ahlfinger Bell as Executive Vice President and Chief Financial = Officer of=20 EF Johnson Technologies, Inc., a Delaware corporation (formerly = known as=20 EFJ, Inc.), this 16 th = day=20 of March, 2009.

=20

[SEAL]

/s/ Elaine Flud Rodriguez =

Notary Public =

My commission expires: =

September 23, 2009 =

My registration number: =

=20

E. F. JOHNSON COMPANY, a = Minnesota=20 corporation

By:

/s/ Jana Ahlfinger Bell =

(SEAL)

Name: Jana Ahlfinger Bell =

Title: Chief Financial = Officer=20

State of Texas

)

County of Dallas =

) To Wit: =

=20

Acknowledged = before me by=20 Jana Ahlfinger Bell as Chief Financial Officer of E.F. Johnson Company, = a=20 Minnesota corporation, this 16 th=20 day of March, 2009.

=20

[SEAL]

/s/ Elaine Flud Rodriguez =

Notary Public =

My commission expires: =

September 23, 2009 =

My registration number: =

=20

6 =

=20

TRANSCRYPT INTERNATIONAL, INC., = a Delaware=20 corporation

By:

/s/ Jana Ahlfinger Bell =

(SEAL)

Name: Jana Ahlfinger Bell =

Title: Chief Financial = Officer=20

State of Texas

)

County of Dallas =

) To Wit: =

=20

Acknowledged = before me by=20 Jana Ahlfinger Bell as Chief Financial Officer of Transcrypt=20 International, Inc., a Delaware corporation, this 16 th = day=20 of March, 2009.

=20

[SEAL]

/s/ Elaine Flud Rodriguez =

Notary Public =

My commission expires: =

September 23, 2009 =

My registration number: =

=20

=20

3e TECHNOLOGIES INTERNATIONAL, = INC., a=20 Maryland corporation

By:

/s/ Jana Ahlfinger Bell =

(SEAL)

Name: Jana Ahlfinger Bell =

Title: Chief Financial = Officer=20

State of Texas

)

County of Dallas =

) To Wit: =

=20

Acknowledged = before me by=20 Jana Ahlfinger Bell as Chief Financial Officer of 3e Technologies=20 International, Inc., a Delaware corporation, this 16 th=20 day of March, 2009.

=20

=20

[SEAL]

/s/ Elaine Flud Rodriguez =

Notary Public =

My commission expires: =

September 23, 2009 =

My registration number: =

=20

7 =

=20

BANK OF AMERICA, N.A. =

By:

/s/ Michael J. Radcliffe =

(SEAL)

Name: Michael J. Radcliffe =

Title: Senior Vice = President=20

=20

State of Maryland =

)

County of Prince George=92s =

) To Wit:=20

Acknowledged before=20 me by Michael J. Radcliffe as Senior Vice President of Bank of = America,=20 N.A., this 16 th=20 day of March, 2009.

=

=

[SEAL]

/s/ Faatimah R. Wilson =

Notary Public =

My commission expires: =

February 4, 2013 =

My registration number: =

=20

8 =

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