EXHIBIT 10ll.
AMENDMENT NO. 1 TO LOAN AGREEMENT AND CONSENT
THIS AMENDMENT NO. 1 TO LOAN AGREEMENT AND CONSENT (this "Agreement") is
made as of January 8, 2003, by and among LOJACK CORPORATION, a Massachusetts
corporation, in its capacity as Borrower and in its capacity as Lead Borrower
(in such joint capacities, "LoJack"); LOJACK INTERNATIONAL CORPORATION, a
Delaware corporation ("LoJack International"); LOJACK CORPORATION, as successor
in interest to each of LOJACK OF NEW JERSEY CORPORATION, RECOVERY SYSTEMS, INC.,
LOJACK HOLDINGS CORPORATION, LOJACK OF PENNSYLVANIA, INC., LOJACK RECOVERY
SYSTEMS BUSINESS TRUST and LOJACK ARIZONA, LLC (such predecessors in interest,
collectively, the "Former Borrowers"); VEHICLE RECOVERY SYSTEMS COMPANY, a
corporation organized under the laws of the province of Nova Scotia, Canada;
LOJACK GLOBAL LLC, a Delaware limited liability company, and LOJACK OPERATING
COMPANY, L.P., a Delaware limited partnership (together, the "Additional
Borrowers"); and CITIZENS BANK OF MASSACHUSETTS (the "Lender").
WHEREAS, LoJack, LoJack International, Vehicle Recovery Systems Company,
the Former Borrowers and the Lender are parties to a certain Loan Agreement,
dated as of June 21, 2002 (the "Loan Agreement") (Capitalized terms defined in
the Loan Agreement and not otherwise defined herein, are used herein as therein
defined.);
WHEREAS, pursuant to a certain notice of termination and plan of
liquidation, LoJack Recovery Systems Business Trust has been liquidated and
dissolved, and its remaining assets (after payment of the debts, obligations and
contingent liabilities of the trust) have been distributed to LoJack of New
Jersey Corporation, the sole holder of the shares of beneficial interest of said
trust;
WHEREAS, pursuant to a certain agreement of merger, each of Recovery
Systems, Inc., LoJack Arizona, LLC, LoJack of Pennsylvania, Inc., LoJack
Holdings Corporation and LoJack of New Jersey Corporation have merged with and
into LoJack, with LoJack continuing as the surviving entity, with the result
that as of the date hereof, LoJack is the direct or indirect successor to each
of the Former Borrowers;
WHEREAS, LoJack desires to make certain Investments in the Additional
Borrowers, which Investments are permissible under the Loan Agreement provided
the Additional Borrowers become Borrowers thereunder;
WHEREAS, the Additional Borrowers are willing to become Borrowers under
the Loan Agreement, and LoJack has requested and the Lender has agreed that the
Loan Agreement be revised in order to make such Additional Borrowers Borrowers
thereunder and to reflect the fact that each of the Former Borrowers has merged
with and into LoJack;
NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties hereto agree as follows:
1. Effective Date. This Agreement and the changes to terms of the Loan
Agreement described in Section 2 hereof and the waivers and consents granted in
Section 3 hereof, shall become effective as of January 1, 2003 (the "Effective
Date"), provided the Lender shall have received the following:
A. two copies of this Agreement, duly executed by LoJack, LoJack
International, Vehicle Recovery Systems Company and the
Additional Borrowers (collectively, the "Continuing Borrowers");
B. an amended and restated Revolving Credit Note (the "Amended
Note"), substantially in the form of Exhibit B hereto, in the
principal amount of $10,000,000, payable to the order of the
Lender, duly executed by the Continuing Borrowers;
C. Borrower Certificates, duly executed by each Additional
Borrower, each substantially in the form annexed to the Loan
Agreement as EXHIBIT 4:4-2;
D. UCC Financing Statements naming each Additional Borrower as
debtor and the Lender as secured party and having collateral
descriptions substantially in the form set forth in Section 4-5
of the Loan Agreement;
E. a certificate of the Secretary, Assistant Secretary or other
appropriate officer of each Additional Borrower, certifying (i)
that the resolutions of such Additional Borrower attached to
such certificate, authorizing
execution and delivery of this Agreement and the Amended Note,
have been duly authorized, (ii) that the Certificate of Limited
Partnership and Agreement of Limited Partnership or Certificate
of Formation and Limited Liability Company Agreement of such
Additional Borrower, attached thereto, is a true and correct
copy thereof and is in full force and effect on the date thereof
and (iii) as to the identity of officer(s) of such Additional
Borrower authorized to execute this Agreement and the Amended
Note and to take all other actions contemplated hereby and
thereby, and providing signature specimens of such officer(s);
and
F. an opinion letter of ▇▇▇▇▇▇▇▇ & Worcester LLP, counsel to
LoJack, LoJack International and the Additional Borrowers, in
form reasonably acceptable to, and addressed to, the Lender.
2. Amendments to Loan Agreement. As of the Effective Date, the Loan
Agreement is modified in the following respects:
A. Restatement of Borrowers.
(i) Each Additional Borrower shall, for all purposes, become
a Borrower under the Loan Agreement and the other Loan
Documents and all references to the Borrowers in the
Loan Agreement and the other Loan Documents shall be
deemed to include a reference to the Additional
Borrowers. Each Additional Borrower agrees to be bound
by the terms and conditions of the Loan Agreement and
the other Loan Documents as if it were originally a
Borrower thereunder.
(ii) The Former Borrowers shall, for all purposes, cease to
be distinct Borrowers under the Loan Agreement and the
other Loan Documents and all references to the Former
Borrowers therein shall mean and be a reference to
LoJack in its capacity as successor in interest thereto.
The purpose of the forgoing is to reflect that, pursuant
to the mergers described in the recitals to this
Agreement, the Former Borrowers have ceased to exist as
distinct entities and all rights, powers and privileges,
and all debts, duties, restrictions, liabilities and
obligations, of such Former Borrowers under the Loan
Documents or otherwise have succeeded to LoJack as
direct or indirect successor in interest thereto.
(iii) The Loan Agreement and the other Loan Documents are
amended wherever necessary or appropriate to reflect the
modifications set forth in clauses (i) and (ii) above.
B. Section 4.4. Section 4.4 of the Loan Agreement is amended by
inserting the parenthetical "(other than Indebtedness to the
Lender)" immediately after the first occurrence of the word
"Indebtedness" therein.
C. Section 4.17. Section 4.17 of the Loan Agreement is amended by
deleting clause (a) thereof in its entirety and substituting
therefor the following:
"(a) any such payments or distributions made by a
Borrower to the Lead Borrower or to another Borrower
which is a direct or indirect wholly owned subsidiary of
the Lead Borrower,".
3. Consent and Waiver. The Lender consents to the liquidation, dissolution
and mergers described in the recitals to this Agreement and to any Investments
by LoJack in the Additional Borrowers and waives any Default which would
otherwise arise under the Loan Agreement solely as a result thereof.
4. Original Note. The Lender agrees that upon the Effective Date or, if
later, upon the satisfaction of the conditions for the effectiveness of this
Agreement set forth in Section 1 hereof, it shall return to LoJack the original
Revolving Credit Note by LoJack, LoJack International, the Former Borrowers and
Vehicle Recovery Systems Company to the order of the Lender, dated June 21,
2002, in the principal amount of $10,000,000.
5. Representations. LoJack represents and warrants to the Lender that it is
the successor in interest to each of the Former Borrowers and, upon giving
effect to the modifications to the Loan Agreement set forth in Section 2 hereof
and the waivers and consents of the Lender set forth in Section 3 hereof:
A. no Default shall have occurred and be continuing as of the date
hereof; and
B. the representations and warranties contained in Article 4 of the
Loan Agreement are true and correct in all material respects on
and as of the date hereof (except to the extent that such
representations and warranties expressly relate to an earlier
date).
6. General. The foregoing amendments to the Loan Agreement and the consent
and waiver granted herein are limited as provided herein and do not extend to
any other provisions of the Loan Agreement not specified herein, or to any other
matter. The Loan Agreement, which shall continue in full force and effect as
amended hereby, is hereby ratified and confirmed. This Agreement may be executed
in any number of counterparts with the same effect as if the signatures hereto
were upon the same instrument.
[Remainder of page intentionally left blank.]
IN WITNESS WHEREOF, THIS AMENDMENT NO. 1 TO LOAN AGREEMENT AND CONSENT
has been executed as an instrument under seal.
Lead Borrower:
LOJACK CORPORATION
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇, President
Borrowers:
LOJACK CORPORATION, as Borrower
and as successor in interest to
each of the Former Borrowers
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇, President
LOJACK INTERNATIONAL CORPORATION
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, President
VEHICLE RECOVERY SYSTEMS COMPANY
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇, President
LOJACK GLOBAL LLC
By: LoJack Corporation,
---------------------------
its Sole Member
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇, President
LOJACK OPERATING COMPANY, L.P.
By: LoJack Corporation,
---------------------------
its General Partner
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇, President
Lender:
CITIZENS BANK OF MASSACHUSETTS
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Vice President
Exhibit B
REVOLVING CREDIT NOTE CITIZENS BANK OF MASSACHUSETTS
Boston, Massachusetts as of January 1, 2003
Originally dated June 21, 2002
FOR VALUE RECEIVED, LOJACK CORPORATION, a Massachusetts corporation with
its principal executive offices at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, in its joint capacities as Borrower and as Lead Borrower
(in such joint capacities, the "Lead Borrower") and in its capacity as successor
in interest to each of the Former Borrowers (as hereinafter defined) (in such
successor capacities, the "Successor Borrower"), and each of the following
(collectively, the "Additional Borrowers"): LOJACK INTERNATIONAL CORPORATION
("LoJack International"), a Delaware corporation, LOJACK GLOBAL LLC, a Delaware
limited liability company, LOJACK OPERATING COMPANY, LP, a Delaware limited
partnership, and VEHICLE RECOVERY SYSTEMS COMPANY ("Vehicle Recovery Company"),
a corporation organized under the laws of the province of Nova Scotia, Canada,
jointly and severally, unconditionally promise to pay to the order of CITIZENS
BANK OF MASSACHUSETTS, a Massachusetts state chartered bank with its offices at
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (with any subsequent holder, the
"Lender"), the principal amount of Ten Million Dollars ($10,000,000.00) or the
aggregate unpaid principal balance of loans and advances made by the Lender to
or for the account of the Lead Borrower, the Successor Borrower or the
Additional Borrowers (collectively, the "Borrowers") pursuant to the Revolving
Credit established pursuant to the Loan Agreement dated as of June 21, 2002,
among the Lender, the Lead Borrower, LoJack International, Vehicle Recovery
Company and the Former Borrowers, as amended by Amendment No. 1 to Loan
Agreement and Consent, dated as of January 8, 2003 (as so amended, and as the
same may be further amended, restated or otherwise modified from time to time,
the "Loan Agreement") among the Lender, the Lead Borrower, the Successor
Borrower and the Additional Borrowers, with interest at the rate and payable in
the manner stated therein. Capitalized terms used herein and not otherwise
defined are used herein as defined in the Loan Agreement.
This is the Amended and Restated Revolving Credit Note (the "Revolving
Credit Note") to which reference is made in the Loan Agreement and is subject to
all terms and provisions of the Loan Agreement. This Revolving Credit Note
amends and restates in its entirety the terms and obligations of the borrowers
under that certain Revolving Credit Note dated June 21, 2002 (the "Preceding
Note"), in the principal amount of $10,000,000, by LoJack Corporation (as agent
and as borrower), LoJack International, Vehicle Recovery Company, LoJack Of New
Jersey Corporation, Recovery Systems, Inc., LoJack Holdings Corporation, LoJack
of Pennsylvania, Inc., LoJack Recovery Systems Business Trust and LoJack
Arizona, LLC (the latter six entities, the "Former Borrowers") to the order of
Citizens Bank of Massachusetts and is issued in
substitution therefor and is an amendment and replacement thereof. The principal
of, and interest on, this Revolving Credit Note shall be payable as provided in
the Loan Agreement and shall be subject to acceleration as provided therein.
The Lender's books and records concerning loans and advances pursuant to
the Revolving Credit, the accrual of interest thereon, and the repayment of such
loans and advances, shall be prima facie evidence of the indebtedness hereunder.
No delay or omission by the Lender in exercising or enforcing any of the
Lender's powers, rights, privileges, remedies, or discretions hereunder shall
operate as a waiver thereof on that occasion nor on any other occasion. No
waiver of any default hereunder shall operate as a waiver of any other default
hereunder, nor as a continuing waiver.
Each of the Borrowers, and each endorser and guarantor of this Revolving
Credit Note, respectively waives presentment, demand, notice, and protest, and
also waives any delay on the part of the holder hereof. Each assents to any
extension or other indulgence permitted by the Lender with respect to this
Revolving Credit Note or any extension or other indulgence with respect to any
other liability or any collateral given to secure any other liability of any
Borrower or any other person obligated on account of this Revolving Credit Note.
This Revolving Credit Note shall be binding upon each Borrower, and each
endorser and guarantor hereof, and upon their respective heirs, successors,
assigns, and representatives, and shall inure to the benefit of the Lender. and
its successors, endorsees, and assigns.
The liabilities of each Borrower, and of any endorser or guarantor of
this Revolving Credit Note, are joint and several, provided, however, the
release by the Lender of any one or more such person, endorser or guarantor
shall not release any other person obligated on account of this Revolving Credit
Note. Each reference in this Revolving Credit Note to each Borrower, any
endorser, and any guarantor, is to such person individually and also to all such
persons jointly. No person obligated on account of this Revolving Credit Note
may seek contribution from any other person also obligated unless and until all
liabilities, obligations and indebtedness to the Lender of the person from whom
contribution is sought have been satisfied in full.
This Revolving Credit Note is delivered at the offices of the Lender in
Boston, shall be governed by the laws of The Commonwealth of Massachusetts, and
shall take effect as a sealed instrument.
Each Borrower makes the following waiver knowingly, voluntarily, and
intentionally, and understands that the Lender in the establishment and
maintenance of the Lender's relationship with the Borrowers contemplated by this
Revolving Credit Note, is relying thereon. EACH BORROWER, TO THE EXTENT ENTITLED
THERETO, WAIVES ANY PRESENT OR FUTURE RIGHT OF THAT BORROWER, OR OF ANY
GUARANTOR OR ENDORSER OF THAT BORROWER, OR OF ANY OTHER PERSON LIABLE TO THE
LENDER ON ACCOUNT OF OR IN RESPECT TO THE LIABILITIES, TO A TRIAL BY JURY IN ANY
CASE OR CONTROVERSY IN WHICH THE LENDER IS OR
BECOMES A PARTY (WHETHER SUCH CASE OR CONTROVERSY IS INITIATED BY OR AGAINST THE
LENDER OR IN WHICH THE LENDER IS JOINED AS A PARTY LITIGANT), WHICH CASE OR
CONTROVERSY ARISES OUT OF, OR IS IN RESPECT TO ANY RELATIONSHIP AMONGST OR
BETWEEN ANY BORROWER, ANY SUCH PERSON AND THE LENDER.
[Signature Page Follows]
Executed as an instrument under seal as of the date first written above.
Lead Borrower:
LOJACK CORPORATION
By:
---------------------------
Name:
Title:
Borrowers:
LOJACK CORPORATION
By:
---------------------------
Name:
Title:
LOJACK INTERNATIONAL CORPORATION
By:
---------------------------
Name:
Title:
VEHICLE RECOVERY SYSTEMS COMPANY
By:
---------------------------
Name:
Title:
LOJACK GLOBAL, LLC
By: LoJack Corporation,
its Sole Member
By:
---------------------------
Name:
Title:
LOJACK OPERATING COMPANY, L.P.
By: LoJack Corporation,
its General Partner
By:
---------------------------
Name:
Title: