EXHIBIT 10.1
AMENDMENT TO CAPITAL CONTRIBUTION AGREEMENT
and
TERMINATION OF LETTER AGREEMENT
This Amendment to Capital Contribution Agreement and Termination of Letter
Agreement ("Amendment") is made and entered into as of this 11th day of
September, 2003 by and among Blonder Tongue Telephone, LLC, a New Jersey limited
liability company (the "Company"), Resource Investment Group, LLC, a New Jersey
limited liability company ("RIG"), H. Xxxxx Xxxx, NetLinc Communications, LLC, a
New Jersey limited liability company ("NetLinc"), and Blonder Tongue
Laboratories, Inc., a Delaware corporation ("Blonder Tongue").
Background
The parties entered into a Capital Contribution Agreement dated as of March
26, 2003 (the "Contribution Agreement"). In connection with the closing of the
transactions contemplated by the Contribution Agreement, the parties entered
into a letter agreement dated March 26, 2003 (the "Letter Agreement"), pursuant
to which the parties agreed, among other things, to delay the timing of Blonder
Tongue's capital contributions under the Contribution Agreement until such time
as certain conditions precedent had been satisfied. Based on the occurrence of
certain recent events, the parties have concluded that the conditions precedent
outlined in the Letter Agreement will not be satisfied and, therefore, the
parties now desire to amend the Contribution Agreement and terminate the Letter
Agreement as set forth herein.
Capitalized terms used herein and not otherwise defined shall have the
meanings ascribed to them in the Contribution Agreement.
NOW THEREFORE, intending to be legally bound, the parties hereto agree as
follows:
1. Effective as of the date hereof, Section 1 of the Contribution Agreement
is amended and restated in its entirety as follows:
1. Contributions.
(a) The Company acknowledges and agrees that (i) Blonder Tongue
has made cash contributions to the capital of BTT in the aggregate amount of
$825,000.00 (the "Initial Payment") and (ii) the Initial Payment has been
credited to the Capital Account of Blonder Tongue maintained by the Company
pursuant to the Operating Agreement.
(b) Blonder Tongue agrees to make the following additional
capital contributions to the Company each of which shall be credited, when made,
to the Capital Account of Blonder Tongue maintained by the Company pursuant to
the Operating Agreement:
(i) Blonder Tongue shall make the following cash
contributions to the capital of BTT:
Date Amount
---- ------
September 11, 2003 $50,000
September 19, 2003 $50,000
September 26, 2003 $50,000
October 3, 2003 $50,000
October 10, 2003 $50,000
October 17, 2003 $50,000
October 24, 2003 $41,667
(ii) Within fifteen (15) days of the date of this Agreement,
Blonder Tongue shall make a capital contribution to the Company of 500,000
shares of Blonder Tongue common stock, par value $0.001 (the "Stock").
(c) For avoidance of doubt, the parties acknowledge and agree
that in no event shall the aggregate amount of Blonder Tongue's cash capital
contributions, as described in clauses (a) and (b)(i) above, exceed $1,166,667.
2. Other than as set forth in this Amendment, the remaining terms and
provisions of the Contribution Agreement shall remain in full force and effect.
3. Effective as of the date hereof, the Letter Agreement is terminated
in its entirety.
This Amendment may be executed in one or more counterparts, each of which
shall be deemed an original and all of which together shall constitute one and
the same document.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date first above written.
BLONDER TONGUE LABORATORIES, INC.
By:/s/ Xxxxx X. Xxxxxx
---------------------------------------------
Xxxxx X. Xxxxxx,
Chief Executive Officer
BLONDER TONGUE TELEPHONE, LLC
By:/s/ H. Xxxxx Xxxx
---------------------------------------------
H. Xxxxx Xxxx, General Manager
RESOURCE INVESTMENT GROUP, LLC
By:/s/ Xxxxxxx Xxxx
---------------------------------------------
Xxxxxxx Xxxx, Manager
NETLINC COMMUNICATIONS, LLC
By:/s/ H. Xxxxx Xxxx
---------------------------------------------
H. Xxxxx Xxxx, President
/s/ H. Xxxxx Xxxx
-----------------------------------------------
H. XXXXX XXXX
2
