1st Amendment to MultiCurrency Credit Agreement



 Exhibit 10.2 
  
 FIRST AMENDMENT TO MULTICURRENCY CREDIT
AGREEMENT 
  
 This First Amendment to Credit
Agreement (herein, the “Amendment”) is entered into as of                     , 2005, between LoJack Corporation, a
Massachusetts corporation (the “Parent”) and LoJack Exchangeco Canada Inc., a Canadian corporation (the “Borrowing Subsidiary” and, together with the Parent, the “Borrowers” and individually a
“Borrower”), the Guarantors party hereto, the Lenders party hereto and Harris Trust and Savings Bank, as Administrative Agent for the Lenders. 
  

PRELIMINARY STATEMENTS 
  
 A. The Borrowers, the Guarantors, the Lenders and the Administrative Agent entered into a certain Multicurrency Credit Agreement, dated as of October 29,
2004 (the “Credit Agreement”). All capitalized terms used herein without definition shall have the same meanings herein as such terms have in the Credit Agreement. 
  
 B. The Borrowers have requested that the Lenders amend Section 8.11 of the Credit Agreement to allow the Parent to
repurchase shares of its capital stock under certain circumstances, and the Lenders are willing to do so under the terms and conditions set forth in this Amendment. 
  
 NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties hereto agree as follows: 
  
 SECTION 1. AMENDMENT. 
  
 Subject to the satisfaction of the conditions precedent set forth in Section 2 below, Section 8.11 of the Credit Agreement (Dividends and Certain Other Restricted Payments) shall be and hereby is amended and restated in its entirety to read
as follows: 
  
 Section 8.11. Dividends and
Certain Other Restricted Payments. The Parent shall not, nor shall it permit any Subsidiary to, (a) declare or pay any dividends on or make any other distributions in respect of any class or series of its capital stock or other equity interests
(other than dividends payable in the Parent’s capital stock) or (b) directly or indirectly purchase, redeem, or otherwise acquire or retire any of its capital stock or other equity interests or any warrants, options, or similar instruments to
acquire the same; provided, however, that the foregoing shall not operate to prevent (i) the making of dividends or distributions by any Subsidiary to the Parent or (ii) the Parent’s repurchase of its capital stock so long as (A) the
aggregate amount thereof does not exceed 10% of the Parent’s shareholder’s equity measured as of its most recently completed fiscal quarter, (B) the aggregate amount of such repurchases in any fiscal year of the Parent shall not exceed








 $10,000,000, (C) after giving effect to any such repurchases, the Parent shall have no less than
$2,000,000 in liquidity (either in cash or availability under the Revolving Credit), and (D) at the time of making any such repurchase, and after giving effect thereto, there shall not exist any Default or Event of Default. 
  
 SECTION 2. CONDITIONS
PRECEDENT. 
  
 The effectiveness of this Amendment
is subject to the satisfaction of all of the following conditions precedent: 
  
 2.1. The Borrowers, the Administrative Agent and the Lenders shall have executed and delivered this Amendment. 
  
 2.2. Legal matters incident to the execution and delivery of this Amendment shall be satisfactory to the Administrative Agent and its
counsel. 
  
 2.3. The Guarantors shall have
executed their reaffirmation, acknowledgment, and consent in the space provided for that purpose below. 
  
 SECTION 3. REPRESENTATIONS. 
  
 In order to induce the Lenders to execute and deliver this Amendment, the Borrowers hereby represent to the Lenders that as
of the date hereof the representations and warranties set forth in Section 6 of the Credit Agreement are and shall be and remain true and correct (except that the representations contained in Section 6.5 shall be deemed to refer to the most recent
financial statements of the Borrowers delivered to the Lenders) and the Borrowers are in compliance with the terms and conditions of the Credit Agreement and no Default or Event of Default has occurred and is continuing under the Credit Agreement or
shall result after giving effect to this Amendment. 
  
 SECTION 4. MISCELLANEOUS. 
  
 4.1. Except as specifically amended herein, the Credit Agreement shall continue in full force and effect in accordance with its original terms. Reference to this specific Amendment need not be made in the Credit Agreement, the Notes, or any
other instrument or document executed in connection therewith, or in any certificate, letter or communication issued or made pursuant to or with respect to the Credit Agreement, any reference in any of such items to the Credit Agreement being
sufficient to refer to the Credit Agreement as amended hereby. 
  
 4.2. The Borrowers agree to pay on demand all costs and expenses of or incurred by the Administrative Agent in connection with the negotiation, preparation, execution and delivery of this Amendment, including the fees and expenses of
counsel for the Administrative Agent. 







 4.3. This Amendment may be executed in any number of counterparts, and by the different parties on
different counterpart signature pages, all of which taken together shall constitute one and the same agreement. Any of the parties hereto may execute this Amendment by signing any such counterpart and each of such counterparts shall for all purposes
be deemed to be an original. This Amendment shall be governed by the internal laws of the State of Illinois. 
  
 [SIGNATURE PAGE TO FOLLOW] 







 This First Amendment to Multicurrency Credit Agreement is entered into as of the date and year first
above written. 
  

			
	 LOJACK CORPORATION, as Parent and

	       Guarantor

		
	By	 	  


	Name	 	Joseph F. Abely
	Title	 	President
	
	 LOJACK EXCHANGECO CANADA INC., as a
Canadian
Borrower and Guarantor

		
	By	 	  


	Name	 	Ronald J. Rossi
	Title	 	President
	
	 BOOMERANG TRACKING INC.

		
	By	 	  


	Name	 	Ronald J. Rossi
	Title	 	President


  
 Accepted and
agreed to. 
  
 “LENDERS” 
  

			
	 HARRIS TRUST AND SAVINGS BANK, in its
individual
capacity as a Lender and as Administrative Agent

		
	By	 	  


	Name	 	  


	Title	 	  


	
	 BANK OF MONTREAL, in its individual capacity as a
Lender and as Canadian
Co-Agent

		
	By	 	  


	Name	 	  


	Title	 	  











 Reaffirmation, Acknowledgement, and Consent of Guarantors 
  
 The undersigned Guarantors heretofore executed and delivered to the
Administrative Agent and the Lenders the Credit Agreement (wherein the Guarantors guaranteed the Obligations, Hedging Liability, and Funds Transfer and Deposit Account Liability). The undersigned hereby consents to the First Amendment to the Credit
Agreement as set forth above and confirms that all obligations of the undersigned under the Credit Agreement remain in full force and effect. The undersigned further agree that the consent of the undersigned to any further amendments to the Credit
Agreement shall not be required as a result of this consent having been obtained. The undersigned acknowledge that the Lenders and the Administrative Agent are relying on the assurances provided herein in entering into the Amendment set forth above.

  

			
	LOJACK INTERNATIONAL CORPORATION
		
	By	 	  


	Name	 	William R. Duvall
	Title	 	President
	
	LOJACK GLOBAL LLC
		
	By	 	  


	Name	 	Joseph F. Abely
	Title	 	President
	
	LOJACK OPERATING COMPANY, L.P.
		
	By	 	  


	Name	 	Joseph F. Abely
	Title	 	President
	
	6292887 CANADA INC.
		
	By	 	  


	Name	 	Ronald J. Rossi
	Title	 	President
	
	BOOMERANG TRACKING INC.
		
	By	 	  


	Name	 	Ronald J. Rossi
	Title	 	President