Exhibit 10.19
TENTH AMENDMENT TO THE LOAN AND SECURITY AGREEMENT
DATED AS OF FEBRUARY 3, 1998
AMONG LASALLE BUSINESS CREDIT, INC., AS A LENDER
AND AS COLLATERAL AGENT FOR THE LENDERS,
LASALLE BANK NATIONAL ASSOCIATION, AS A LENDER AND
AS ADMINISTRATIVE AGENT FOR THE LENDERS,
AND COBRA ELECTRONICS CORPORATION
THIS TENTH AMENDMENT (this "Amendment") is made as of the ____ day of
December, 2001 to the Loan and Security Agreement dated February 3, 1998 (as
amended from time to time, the "Loan Agreement"); unless otherwise defined
herein, capitalized terms used herein shall have the meanings ascribed to them
in the Loan Agreement among Cobra Electronics Corporation ("Borrower"), LaSalle
Business Credit, Inc., as Collateral Agent, LaSalle Bank National Association
(formerly known as LaSalle National Bank), as Administrative Agent
(collectively, "Agents"), and the Lenders from time to time party thereto.
WHEREAS, Borrower has requested that Agents and Lenders amend the Loan
Agreement to extend the maturity date, and Agents and Lenders have agreed to do
so subject to the terms and conditions hereof.
NOW, THEREFORE, in consideration of the foregoing, and the mutual covenants
herein contained, and such other consideration as the parties mutually agree,
the parties hereto agree as follows:
1. Amendment. Borrower, Agents and Lenders agree to amend the Loan
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Agreement as follows:
(a) The first sentence of subparagraph 3(a) of the Loan Agreement is hereby
amended and restated in its entirety, as follows:
Subject to the terms and conditions of this Agreement, and the Other
Agreements, during the Original Term, Collateral Agent shall, absent the
existence of an Event of Default, from time to time cause the Issuing Bank
to issue, and Collateral Agent shall co-sign for, upon Borrower's request,
Letters of Credit; provided, that (i) the Letters of Credit shall be in
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form and substance acceptable to Collateral Agent in its reasonable credit
judgment, (ii) Borrower may request that the Letter of Credit be
denominated in Euros so long as the aggregate Dollar Equivalent amount of
such Letters of Credit denominated in Euros plus the Dollar Equivalent
amount of all Revolving Loans made in Euros shall not exceed $1,500,000 and
(iii) the aggregate undrawn face amount of all such Letters of Credit,
including then Dollar Equivalent of all Letters of Credit denominated in
Euros, shall at no time exceed Twenty-Five Million Dollars ($25,000,000);
and provided further, that no Letter of Credit shall have an expiry date
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(i) (x) with respect to standby Letters of Credit, more than 365 days from
the date of issuance or (y) with respect to documentary
Letters of Credit, more than one hundred eighty (180) days from the later
of the date of issuance and the most recent amendment of the expiry date,
or as otherwise approved by Collateral Agent, or (ii) later than March 31,
2002.
(b) The first sentence of Paragraph 12 of the Loan Agreement is hereby
amended and restated in its entirety, as follows:
"This Agreement shall be in effect from the date hereof until January
31, 2002 ("Original Term"); provided, however, that the security interests
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and liens created under this Agreement and the Other Agreements shall
survive such termination until the date upon which payment and satisfaction
in full of the Liabilities shall have occurred.
2. Representations and Warranties of Borrower. Borrower represents and
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warrants that, as of the date hereof:
(a) Borrower has the right and power and is duly authorized to enter into
this Agreement and all other agreements executed in connection herewith;
(b) No Event of Default or an event or condition which upon notice, lapse
of time or both will constitute an Event of Default has occurred and is
continuing;
(c) The execution, delivery and performance by Borrower of this Amendment
and the other agreements to which Borrower is a party (i) have been duly
authorized by all necessary action on its part; (ii) do not and will not, by the
lapse of time, giving of notice or otherwise, violate the provisions of the
terms of its Articles of Certificate of Incorporation or By-Laws, or of any
mortgage, indenture, security agreement, contract, undertaking or other
agreement to which Borrower is a party, or which purports to be binding on
Borrower or any of its properties; (iii) do not and will not, by lapse of time,
the giving of notice or otherwise, contravene any governmental restriction to
which Borrower or any of its properties may be subject; and (iv) do not and will
not, except as contemplated in the Loan Agreement, result in the imposition of
any lien, charge, security interest or encumbrance upon any of Borrower's
properties under any indenture, mortgage, deed of trust, loan or credit
agreement or other agreement or instrument to which Borrower is a party or which
purports to be binding on Borrower or any of its properties;
(d) No consent, license, registration or approval of any governmental
authority, bureau or agency is required in connection with the execution,
delivery, performance, validity or enforceability of this Amendment and the
other agreements executed by Borrower in connection herewith;
(e) This Amendment and the other agreements executed by Borrower in
connection herewith have been duly executed and delivered by Borrower and are
enforceable against Borrower in accordance with their terms; and
(f) All information, reports and other papers and data heretofore furnished
to Agents by Borrower in connection with this Agreement, the Loan Agreement and
Other
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Agreements are accurate and correct in all material respects and complete
insofar as may be necessary to give Agents true and accurate knowledge of the
subject matter thereof. Borrower has disclosed to Agents every fact of which it
is aware which would reasonably be expected to materially and adversely affect
the business, operations or financial condition of Borrower or the ability of
Borrower to perform its obligations under this Amendment, the Loan Agreement or
under any of the Other Agreements. None of the information furnished to Agents
by or on behalf of Borrower contained any material misstatement of fact or
omitted to state a material fact or any fact necessary to make the statements
contained herein or therein not materially misleading.
3. Conditions Precedent. The amendments to the Loan Agreement set forth in
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this Amendment shall become effective as of the date of this Amendment upon
execution by all parties hereto.
4. Fees and Expenses. Borrower agrees to pay all legal fees and other
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expenses, whether for in-house or outside counsel, incurred by Agents and
Lenders in connection with this Agreement and the transactions contemplated
hereby.
5. Loan Agreement Remains in Force. Except as specifically amended hereby,
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all of the terms and conditions of the Loan Agreement shall remain in full force
and effect and this Agreement shall not be a waiver of any rights or remedies
which Agents or Lenders have provided for in the Loan Agreement and all such
terms and conditions are herewith ratified, adopted, approved and accepted.
6. Additional Documents. Upon the request of Collateral Agent, Borrower
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will cause to be done, executed, acknowledged and delivered all such further
acts, conveyances and assurances as Collateral Agent from time to time may
reasonably request of Borrower for accomplishing the transaction referred to
herein.
7. No Novation. This Amendment and all other agreements executed by
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Borrower on the date hereof are not intended to nor shall be construed to create
a novation or accord and satisfaction, and shall only be a modification and
extension of the existing Liabilities of Borrower to Lenders.
8. Entire Agreement. This Amendment and the other documents it refers to
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comprise the entire agreement relating to the subject matter they cover and
supersede any and all prior written or oral agreements among Agents, Lenders and
Borrower relating thereto.
9. Severability. Any provision of this Amendment that is prohibited or
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unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof or affecting the validity or enforceability of such
provision in any other jurisdiction.
Except as expressly provided for herein, the terms and conditions of the
Loan Agreement shall remain in full force and effect.
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IN WITNESS WHEREOF, Borrower, Agents and Lenders have caused this Amendment
to be duly executed by their proper duly authorized officers oaf the day and
year first set forth above.
LASALLE BUSINESS CREDIT, INC., as
Collateral Agent and Lender
By
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Its
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LASALLE BANK NATIONAL
ASSOCIATION, as Administrative Agent
and Lender
By
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Its
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COBRA ELECTRONICS CORPORATION
By
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Its
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