Item 1.01 Entry into a Material Definitive Agreement.

Amendment of Loan and Security Agreement.

On December 21, 2012, the Company and its domestic subsidiaries entered into a Fifth Amendment to the Loan and Security Agreement with The PrivateBank and Trust Company. The amendment, among other things:

· permitted the Company to borrow an additional $1.25 million under the term loan by increasing the current principal balance of the term loan from $2.75 million to $4.0 million, keeping the existing amortization schedule in place. The term loans is payable in equal quarterly installments of $250,000, and any remaining principal and accrued interest is payable on August 13, 2014;

· increased the inventory cap on the borrowing base from $3.0 million to $3.5 million and removed eligible equipment from the base. Under the revolving credit facility as amended, the availability of funds depends on a borrowing base composed of stated percentages of the Company's eligible trade receivables and inventory, less a reserve;

· eliminated the Minimum EBITDA covenant and amended certain other financial covenants; and

· changed the dates when covenant compliance will be tested from monthly to quarterly.

The foregoing description of the amendment does not purport to be complete and is qualified in its entirety by reference to such document, a copy of which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

10.1 Fifth Amendment to Loan and Security Agreement among the Company, IntriCon, Inc., IntriCon Tibbetts Corporation, IntriCon Datrix Corporation and The PrivateBank and Trust Company, dated as of December 21, 2012.