**Exhibit 10.3**

 

**FIFTHAMENDMENT TO LOAN AND SECURITY AGREEMENT**

 

THIS FIFTH AMENDMENT TO LOAN AND SECURITY AGREEMENT(“Amendment”) is made as of April 9, 2010 by and among COBRAELECTRONICS CORPORATION, a Delaware corporation (the “Borrower”), THEPRIVATEBANK AND TRUST COMPANY, an Illinois state chartered bank, asAdministrative Agent (“Administrative Agent”) and the Lenders currentlyparty to the Loan Agreement (as hereinafter defined).

 

**RECITALS**

 

A.            TheAdministrative Agent, the Lenders and the Borrower entered into a Loan andSecurity Agreement dated as of February 15, 2008 as heretofore amended (asso amended, the “Loan Agreement”).

 

B.            The parties tothe Loan Agreement desire to enter into this Amendment for the purpose ofmaking certain amendments to the Loan Agreement.

 

**AGREEMENT**

 

In consideration of the matters set forth in therecitals and the covenants and provisions herein set forth, and other valuableconsideration, the receipt and sufficiency of which are hereby acknowledged,the parties agree as follows:

 

# 1.             Definitions.  Capitalized terms used but not defined hereinare used as defined in the Loan Agreement.

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# 2.             Amendments.  Upon satisfaction of the conditions precedenthereinafter set forth, the Loan Agreement shall be amended as follows:

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## 2.1.            The definition of Availability Reserve contained in Section 1of the Loan is hereby amended in its entirety to read as follows:

 

“**Availability Reserve**” shall mean $3,000,000 for the periodprior to the Fifth Amendment Effective Date and $2,500,000 at all timesthereafter.

 

## 2.2.            Section 1.1 of the Loan Agreement is hereby amendedby adding new definitions of Fifth Amendment and Fifth Amendment Effective Datewhich read as follows:

 

**“Fifth Amendment”** means the Fifth Amendment to Loan andSecurity Agreement dated as of April 9, 2010 by and among the Borrower,the Administrative Agent and the Lenders.

 

“**Fifth Amendment Effective Date**” shall mean April 9,2010.

 

## 2.3.            Section 4(c) of the Loan Agreement is herebyamended by adding a new subsection (vi) at the end thereof which reads asfollows:

 

“(vi)        Fifth AmendmentFee.  The Borrower agrees to pay tothe Administrative Agent for the pro rata account of the Lenders party to theFifth Amendment the sum of $10,000 as and for a nonrefundable amendment fee,such fee to be payable on July 1, 2010 provided that such fee shallbe waived in the event the Borrower has repaid the Liabilities in full andterminated the Revolving Loan Commitments on or before June 30, 2010.”

 

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# 3.             Affirmation.  Except as expressly amended hereby, the LoanAgreement and the Other Agreements are and shall continue in full force andeffect and the Borrower hereby fully ratifies and affirms the Loan Agreementand each Other Agreement to which it is a party.  Reference in any of this Amendment, the LoanAgreement or any Other Agreement to the Loan Agreement shall be a reference tothe Loan Agreement as amended hereby and as further amended, modified,restated, supplemented or extended from time to time.

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# 4.             Representations and Warranties.  To induce theAdministrative Agent and Lenders to execute this Amendment, the Borrower herebyrepresents and warrants to the Lenders as follows:

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## 4.1.            The Borrower is duly authorized to execute and deliverthis Amendment and is duly authorized to perform its obligations hereunder.

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## 4.2.            The execution, delivery and performance by the Borrowerof this Amendment do not and will not (i) require any consent or approvalof any Person (other than any consent or approval which has been obtained andis in full force and effect), (ii) conflict with (A) any provision oflaw, (B) the charter, by-laws or other organizational documents of theBorrower or (C) any agreement, indenture, instrument or other document, orany judgment, order or decree, which is binding upon the Borrower or any of itsproperties or (iii) require, or result in, the creation or imposition ofany Lien on any asset of the Borrower other than Liens in favor of theAdministrative Agent.

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## 4.3.            This Amendment is the legal, valid and binding obligationof the Borrower, enforceable against the Borrower in accordance with its terms,subject to bankruptcy, insolvency and similar laws affecting enforceability ofcreditors’ rights generally and to general principles of equity.

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## 4.4.            The representations and warranties in the Loan Agreementand Other Agreements (including but not limited to Section 11 of the LoanAgreement) are true and correct with the same effect as though made on and asof the date of this Amendment (except to the extent stated to relate to aspecific earlier date, in which case such representations and warranties weretrue and correct as of such earlier date).

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## 4.5.            No Unmatured Event of Default or Event of Default hasoccurred and is continuing.

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# 5.             Conditions to Amendment.  This Amendment shall become effective uponthe satisfaction in full of all of the following conditions precedent, each ofwhich shall be satisfactory to the Administrative Agent and the RequisiteLenders:

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## 5.1.            Amendment.  TheBorrower and the Requisite Lenders shall have executed and delivered to theAdministrative Agent this Amendment.

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## 5.2.            Fees and Expenses. The Borrower shall have paid all of the Administrative Agent’s legalfees and expenses in connection with this Amendment to the extent invoiced.

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## 5.3.            Other.  Such otherdocuments as the Administrative Agent or Lender shall reasonably request.

 

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# 6.             Costs and Expenses.  The Borrower shall pay or reimburse theAdministrative Agent within five Business Days after demand for all reasonablecosts and expenses (including reasonable attorneys fees) incurred by it inconnection with the preparation, delivery, administration, and execution ofthis Amendment and the documentation and transactions contemplated hereby.

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# 7.             Counterparts.  This Amendment may be executed in two or morecounterparts, each of which shall constitute an original, but all of which whentaken together shall constitute one instrument. Delivery of an executed counterpart of this Amendment by facsimile orelectronic transmission shall be effective as delivery of an originalcounterpart.

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# 8.             Headings.  The headings and captions of this Amendmentare for the purposes of reference only and shall not affect the constructionof, or be taken into consideration in interpreting, this Amendment.

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# 9.             APPLICABLE LAW.  THIS AMENDMENT SHALL BE CONSTRUED INACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF ILLINOIS WITHOUTGIVING EFFECT TO ILLINOIS CHOICE OF LAW DOCTRINE.

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The parties hereto have caused this Amendment to beexecuted by their duly authorized officers, all as of the day and year firstabove written.

 

*SignaturePages Follow*

 

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|   |   | **COBRA  ELECTRONICS CORPORATION**                                                            |
|--------|--------|-----------------------------------------------------------------------------------------------|
|   |   |                                                                                          |
|   |   |                                                                                          |
|   |   | By:                                                                                           | /s/  Michael Smith |
|   |   | Name:                                                                                         | Michael  Smith |
|   |   | Title:                                                                                        | Senior  Vice President & CFO |
|   |   |                                                                                          |
|   |   |                                                                                          |
|   |   | **THE  PRIVATEBANK AND TRUST COMPANY**, individually as a Lender  and as Administrative Agent |
|   |   |                                                                                          |
|   |   |                                                                                          |
|   |   | By:                                                                                           | /s/  Mitchell Rasky |
|   |   | Name:                                                                                         | Mitchell  Rasky |
|   |   | Title:                                                                                        | Managing  Director |
|   |   |                                                                                          |
|   |   |                                                                                          |
|   |   | **RBS  CITIZENS, N.A.**, as a Lender                                                          |
|   |   |                                                                                          |
|   |   |                                                                                          |
|   |   | By:                                                                                           | /s/  Paul M. Mongeau |
|   |   | Name:                                                                                         | Paul  M. Mongeau |
|   |   | Title:                                                                                        | Senior  Vice President |

 

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