EXHIBIT 10.17
AMENDED AND RESTATED STOCK PLEDGE AGREEMENT
THIS AMENDED AND RESTATED STOCK PLEDGE AGREEMENT (this "Agreement") is
entered into as of the 16th day of October, 1995, between LOWRANCE ELECTRONICS,
INC., a Delaware corporation ("Pledgor"), and SHAWMUT CAPITAL CORPORATION., a
Connecticut corporation, successor by assignment to Barclays Business Credit,
Inc. ("Pledgee"). All capitalized terms used but not otherwise defined herein
shall have the meanings ascribed to them in that certain Loan and Security
Agreement, dated December 15, 1993, by and among Pledgee, Pledgor, LEI Extras,
Inc., a Delaware corporation ("LEI"), Lowrance Australia Pty Limited, a New
South Wales Australian corporation ("Lowrance Australia") and Lowrance
Contracts, Inc., a Delaware corporation ("Lowrance Contracts") (Pledgor, LEI,
Lowrance Australia and Lowrance Contracts are together referred to herein as
"Original Borrower") (the "Original Loan Agreement"), as amended by that certain
First Amendment to Loan and Security Agreement dated the date hereof by and
among Pledgee, Original Borrower and Sea Electronics, Inc. ("Sea Electronics")
(Original Borrower and Sea Electronics are together referred to herein as
"Borrower") (the "First Amendment") (the Original Loan Agreement, as amended by
the First Amendment, and as otherwise amended, modified or extended from time to
time, the "Loan Agreement").
1. For good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, and as collateral security for and to secure the
prompt payment and performance by Pledgor in full of the Secured Obligations (as
defined below), Pledgor hereby assigns to Pledgee and grants a continuing
security interest to Pledgee in any and all shares of capital stock (including,
without limitation, all shares of common stock identified on Schedule I attached
hereto) of each of LEI, Lowrance Contracts, Sea Electronics, Lowrance
Electronics Deutschland GmbH and Electronica Lowrance De Mexico S.A. De C.V.
(collectively, the "Subsidiaries") whether now owned or hereafter acquired by
Pledgor, together with all proceeds, products and increases thereof and
substitutions and replacements therefor (collectively, the "Collateral").
As used in this Agreement, "Secured Obligations" shall mean any and all
(a) Obligations of Borrower to Pledgee, and (b) extensions, renewals,
modifications, increases and replacements of the foregoing. The term "Secured
Obligations" shall include, without limitation, all unpaid accrued interest
thereon and all costs and expenses payable as hereinafter provided; (i) whether
now existing or hereafter incurred; (ii) whether direct, indirect, primary,
absolute, secondary, contingent, secured, unsecured, matured or unmatured; (iii)
whether such indebtedness is from time to time reduced and thereafter increased,
or entirely extinguished and thereafter reincurred; (iv) whether such
indebtedness was originally contracted with Pledgee or with another or others;
(v) whether or not such indebtedness is evidenced by a negotiable or
nonnegotiable instrument or any other writing; and (vi) whether such
indebtedness is contracted by Borrower, individually or jointly or severally
with another or others; provided, however, that notwithstanding any other
provision of this Agreement, the Secured Obligations shall not include any
obligations of
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Pledgor, LEI or Lowrance Contracts arising under that certain Deed of Covenant
to Pay dated the date hereof, by and among Pledgee, Pledgor, LEI and Lowrance
Contracts.
2. Pledgor represents and warrants that (i) Pledgor holds absolute
ownership of the Collateral, free and clear of all liens and encumbrances; (ii)
there are no restrictions upon the transfer of any of the Collateral, other than
as may appear and may be referenced on the face of the certificates or arising
under applicable state or federal securities laws; (iii) Pledgor owns (a) 100%
of the issued and outstanding capital stock of LEI, (b) 100% of the issued and
outstanding capital stock of Lowrance Contracts, (c) 100% of the issued and
outstanding capital stock of Sea Electronics, (d) 99.8% of the issued and
outstanding capital stock of Electronica Lowrance De Mexico S.A. De C.V., and
(e) 100% of the issued and outstanding capital stock of Lowrance Electronics
Deutschland GmbH; (iv) there are no existing obligations to issue capital stock
or securities convertible into capital stock of any Subsidiary and in no event
will Pledgor permit any such stock or securities to be issued prior to payment
in full of the Secured Obligations; and (v) there are no existing securities or
obligations of any Subsidiary the amount of which obligation is based, in whole
or in part, on the value of any Subsidiary's capital stock or any increase
thereof, nor will Pledgor permit any such securities or obligations to exist
prior to payment in full of the Secured Obligations.
3. With respect to the Collateral and all proceeds, products and
increases thereof and substitutions therefor, Pledgor hereby appoints Pledgee
its attorney-in-fact, to arrange for the transfer of the Collateral on the books
of the Subsidiaries to the name of Pledgee subsequent to the occurrence and
during the continuance of any Event of Default (as hereinafter defined)
hereunder. However, Pledgee shall be under no obligation to do so.
4. During the term of this Agreement, provided no Event of Default has
occurred and then exists hereunder, Pledgor shall have the right, where
applicable, to vote the Collateral on all corporate questions, and Pledgee
shall, if necessary, execute due and timely proxies in favor of Pledgor for this
purpose.
5. Upon the occurrence of any Event of Default and during the
continuance thereof, Pledgee may exercise all of the rights and privileges in
connection with the Collateral to which a transferee may be entitled as the
record holder thereof, together with the rights and privileges otherwise granted
hereunder. Pledgee shall be under no obligation to exercise any of such rights
or privileges.
6. If, with the consent of Pledgee, Pledgor shall substitute or
exchange other securities in place of those herein mentioned, all of the rights
and privileges of Pledgee and all of the obligations of Pledgor with respect to
the securities originally pledged or held as Collateral hereunder shall be
forthwith applicable to such substituted or exchanged securities.
7. Pledgee shall be authorized at all times to collect all dividends,
interest payments, and other amounts (including amounts received or receivable
upon redemption or repurchase) that may be, or become, due on any of the
Collateral; provided, however, that Pledgee shall deliver to Pledgor, in the
form received, all such dividends, payments and amounts which
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Pledgee receives prior to the occurrence and during the continuance of an Event
of Default. If Pledgor receives any such dividends, payments or amounts after
the occurrence and during the continuance of an Event of Default, it shall
immediately endorse and deliver the same to Pledgee in the form received. All
such amounts which Pledgee receives and retains in accordance with the terms of
this Paragraph 7 shall be applied to reduce the principal amount outstanding on
the Secured Obligations in inverse order of maturity. Pledgee is, furthermore,
authorized to give receipts in the name of Pledgor for any amounts so received.
Pledgee shall be under no obligation to collect any such amounts.
8. In the event that, during the term of this Agreement, subscription
warrants or any other rights or options shall be issued in connection with the
Collateral, such warrants, rights, or options shall be immediately assigned, if
necessary, by Pledgor to Pledgee. If any such warrants, rights or options are
exercised by Pledgor, all new securities so acquired by Pledgor shall be
immediately assigned to Pledgee, shall become part of the Collateral and shall
be endorsed to, delivered to and held by Pledgee under the terms of this
Agreement in the same manner as the securities originally pledged.
9. In the event that, during the term of this Agreement, any share,
dividend, reclassification, readjustment or other change is declared or made in
the capital structure of Borrower, all new, substituted and additional shares,
or other securities, issued by reason of any such change shall become part of
the Collateral and shall be endorsed to, delivered to and held by Pledgee under
the terms of this Agreement in the same manner as the securities originally
pledged.
10. Pledgor authorizes Pledgee, without notice or demand, and without
affecting the liability of Pledgor hereunder, from time to time to:
(A) hold security in addition to and other than the Collateral for
the payment of the Secured Obligations or any part thereof, and exchange,
enforce, waive and release any Collateral or any part thereof, or any other such
security, or part thereof;
(B) release any of the endorsers or guarantors of the Secured
Obligations secured hereunder or any part thereof, or any other person
whomsoever liable for or on account of such Secured Obligations;
(C) on the transfer of all or any part of the Secured Obligations
secured hereunder, Pledgee may assign all or any part of Pledgee's security
interest in the Collateral and shall be fully discharged thereafter from all
liability and responsibility with respect to the Collateral so transferred,
provided that in no event shall Pledgee be liable for any act or omission or
negligent act or negligent omission with respect to the Collateral, other than
acts or omissions constituting gross negligence, willful misconduct or tortious
breach of contract. The transferee of the Collateral shall be vested with the
rights, powers and remedies of Pledgee hereunder, and with respect to any
Collateral not so transferred, Pledgee shall retain all rights, powers and
remedies hereby given; and
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(D) Pledgor hereby waives any right to require Pledgee to proceed
against Pledgor, any other Borrower or any other person whomsoever, to proceed
against or exhaust any collateral or any other security held by Pledgee, or to
pursue any other remedy available to Pledgee. Pledgor further waives any defense
arising by reason of any liability or other defense of Pledgor or of any other
person. Pledgor shall have no right to require Pledgee to marshal collateral.
11. It shall not be necessary for Pledgee to inquire into the powers of
Pledgor or the officers, directors or agents acting or purporting to act on
behalf of Pledgor, and any obligations made or created in reliance on the
professed exercise of such powers shall be secured hereunder.
12. To the extent permitted by applicable law and in the Loan Agreement,
Pledgee shall be under no duty or obligation whatsoever to make or give any
presentments, demands for performance, notices of non-performance, protests,
notices of protest, or notices of dishonor in connection with the Secured
Obligations.
13. The occurrence of any of the following events shall at the option of
Pledgee constitute an event of default (an "Event of Default") under this
Agreement:
(A) the occurrence of an event of default under the Loan Agreement
or a default under the Other Agreements (as defined in the Loan Agreement); or
(B) default or nonperformance of any term or condition of this
Agreement, which default or nonperformance remains unremedied for a period of
five (5) days after Pledgor receives notice thereof from Pledgee.
14. Upon the occurrence and during the continuance of any Event of
Default, the Secured Obligations shall, at the option of Pledgee, become
immediately due and payable, and Pledgee shall have all the rights and remedies
provided in the Uniform Commercial Code as enacted in the State of Texas at the
date of this Agreement and, in this connection, the Pledgee may, upon ten (10)
days' notice to the Pledgor sent to the persons identified in and in the same
manner as provided in the Loan Agreement, without liability for any diminution
in value or price which may have occurred, sell all or any part of the
Collateral in such manner and for such price as Pledgee may determine. At any
public sale Pledgee shall be free to purchase all or any part of the Collateral.
Pledgee shall receive the proceeds of any such sale or sales, and, after
deducting therefrom any and all reasonable costs and expenses incurred in
connection with the sale thereof, apply the net proceeds toward the payment of
the Secured Obligations secured hereunder, including interest, reasonable
attorneys' fees, and all other reasonable costs and expenses incurred by Pledgee
hereunder and under any other agreement between Pledgor and Pledgee. If such
proceeds be more than sufficient to pay the same, then in case of a surplus,
such surplus shall be accounted for and paid over to Pledgor or as directed by a
court of competent jurisdiction, provided Pledgor be not then indebted to
Pledgee otherwise under this Agreement or any Other Agreement or for any cause
whatsoever.
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15. Upon indefeasible repayment in full in cash of the Secured
Obligations, Pledgee will promptly, at Pledgor's expense, deliver all of the
Collateral to Pledgor along with all instruments of assignment executed in
connection therewith, and execute and deliver to Pledgor such documents as
Pledgor shall reasonably request to evidence Pledgee's release of its security
interest hereunder.
16. THIS AGREEMENT SHALL BE INTERPRETED AND THE RIGHTS AND LIABILITIES
OF THE PARTIES HERETO DETERMINED IN ACCORDANCE WITH THE LOCAL LAW OF THE STATE
OF TEXAS EXCLUDING ANY CONFLICTS OF LAW RULE OR PRINCIPLE THAT MIGHT OTHERWISE
REFER CONSTRUCTION OR INTERPRETATION OF THIS AGREEMENT TO THE SUBSTANTIVE LAW OF
ANOTHER JURISDICTION.
17. This Agreement is given in renewal, amendment, restatement and
modification, and not in extinguishment or novation of, that certain Stock
Pledge Agreement dated December 15, 1993 by and between Pledgor and Pledgee. IN
WITNESS WHEREOF, Pledgor and Pledgee have executed this Agreement as of the date
first above written.
PLEDGOR:
LOWRANCE ELECTRONICS, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, President
PLEDGEE:
SHAWMUT CAPITAL CORPORATION
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Vice President
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SCHEDULE I
A. Stock Ownership:
Issuer Type of Shares No. of Shares
------ -------------- -------------
1. LEI common shares 5,000
2. Lowrance Contracts common shares 5,000
3. Electronics Lowrance
DeMexico S.A. De C.V. common shares 499
4. Sea Electronics common shares 5,000
B. Limited Liability Company Ownership:
1. Pledgor filed a Liste Des Gesellschafter (a Registration Certificate) with
the Commercial Register for DM 60,000 on July 16, 1993 in Pinneberg,
Germany, and Pledgor is the only present Quotaholder of Lowrance
Electronics Deutschland GmbH, a limited liability company under German
law, of which Pledgor owns a 100% interest
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