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Exhibit
10.1
WAIVER AND AMENDMENT NO. 1
TO THE AMENDED AND RESTATED LOAN
AND SECURITY
AGREEMENT
DATED AS OF OCTOBER 19,
2006
AMONG LASALLE BANK
NATIONAL ASSOCIATION, AS A LENDER
AND AS AGENT FOR THE
LENDERS, THE LENDERS
AND COBRA ELECTRONICS
CORPORATION
THIS WAIVER AND AMENDMENT NO.
1 (this “Amendment”) is made as of the 26th day of
July, 2007 to the Amended and Restated Loan and Security Agreement
dated October 19, 2006 (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 Bank National Association as
agent (“Agent”) for itself (in its individual capacity,
“LaSalle”) and the other Lenders from time to time
party thereto.
WHEREAS, Borrower has
notified Agent and Lenders that Borrower has breached
Section 14(b) of the Loan Agreement for the fiscal quarter
ended June 30, 2007, and such breach constitutes an Event of
Default under the Loan Agreement (the “Existing Event of
Default”); and
WHEREAS, Borrower has
requested that Agent and Lenders waive the Existing Event of
Default and amend certain provisions of the Loan Agreement and
Agent 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. Waiver . In
reliance on the representations and warranties set forth in
Section 3 of this Amendment and subject to the satisfaction of
the conditions set forth in Section 4 of this Amendment, Agent
and Lenders hereby waive the Existing Event of Default. The
foregoing is a limited waiver and shall not be deemed to constitute
a waiver of any other Event of Default or any future breach of the
Loan Agreement or any of the other Loan Documents, whether now
existing or hereafter arising.
2. Amendment .
Borrower, Agent and Lenders agree to amend the Loan Agreement as
follows:
(a) The definition of
“Applicable Margin” contained in Section 1 of the
Loan Agreement is hereby amended and restated in its entirety, as
follows:
““ Applicable
Margin ” means, for any day, the rate per annum set forth
below opposite the level (the “ Level ”) then in
effect.
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| Level |
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Adjusted Total Debt to EBITDA Ratio
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Applicable
Margin for
Prime Rate
Loans |
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Applicable Margin for
LIBOR
Rate Loans
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Unused
Line Fee |
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Letter of Credit Fees |
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Documentary L/C
Fees |
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Standby
L/C Fees
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| III |
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Greater than 1.75:1 |
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0.50% |
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Before
April 1, 2008: 2.25%
On and after April
1, 2008: 2.00%
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0.375% |
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1.15% |
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Before
April 1, 2008: 2.25%
On and after April 1, 2008:
2.00%
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| II |
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Greater than 1.25:1 but less than or
equal to 1.75:1 |
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0.25% |
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1.75% |
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0.375% |
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1.00% |
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1.75% |
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| I |
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Less than or equal to 1.25:1 |
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0.00% |
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1.50% |
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0.375% |
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0.85% |
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1.50% |
The Applicable Margins with
respect to Prime Rate Loans, LIBOR Rate Loans, the Unused Line Fee
and the Letter of Credit Fees shall be adjusted, to the extent
applicable, on the tenth (10 th ) Business Day after the Borrower provides the annual and
quarterly financial statements and other information pursuant to
subsection 9(c) , as applicable, and the related Compliance
Certificate, with respect to fiscal quarters of Borrower ending on
and after September 30, 2007, based on the Adjusted Total Debt
to EBITDA Ratio for such Computation Period. Notwithstanding
anything contained in this paragraph to the contrary, (a) if
the Borrower fails to deliver such financial statements and
Compliance Certificate in accordance with the provisions of
subsection 9(c) , the Applicable Margin shall be based upon
Level III above beginning on the date such financial statements and
Compliance Certificate were required to be delivered until the
tenth (10 th ) Business Day after such financial statements and
Compliance Certificate are actually delivered, whereupon the
Applicable Margin shall be determined by the then current Level;
(b) no reduction to any Applicable Margin shall become
effective at
-2-
any time when an Event of
Default or unmatured Event of Default has occurred and is
continuing; and (c) the Applicable Margin shall be based on
Level III from July 1, 2007 until the date on which the
financial statements and Compliance Certificate are delivered for
the Fiscal Quarter ending September 30,
2007.”
(b) The definition of
Computation Period contained in Section 1 of the Loan
Agreement is hereby amended and restated in its entirety, as
follows:
““ Computation
Period ” shall mean each period of four consecutive
calendar quarters ending on the last day of a calendar
quarter.”
(c) The definition of EBITDA
contained in Section 1 of the Loan Agreement is hereby amended
and restated in its entirety, as follows:
““ EBITDA
” shall mean, with respect to any period and without
duplication, Borrower’s and its Subsidiaries’ net
income (including PPL with respect to periods before and after
consummation of the Related Transactions) after taxes for such
period (excluding any after-tax gains or losses on the sale of
assets and excluding other after-tax extraordinary gains or losses)
plus interest expense and income tax expense for such
period, plus , depreciation and amortization, plus or
minus any other non-cash charges or gains which have been
subtracted or added in calculating net income after taxes for such
period (including, without limitation, stock option expenses in
accordance with FASB 123, foreign exchange gains or losses, and
deferred revenue charges of PPL), minus earnings or
plus losses on keyman life insurance policies owned by
Borrower; provided, that for purposes hereof, EBITDA shall be
deemed to be (i) $2,560,614 for the fiscal quarter of Borrower
ending June&
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