Exhibit 10.3


 


FIFTH
AMENDMENT TO LOAN AND SECURITY AGREEMENT


 


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


 


RECITALS


 


A.            The
Administrative Agent, the Lenders and the Borrower entered into a Loan and
Security Agreement dated as of February 15, 2008 as heretofore amended (as
so amended, the “Loan Agreement”).


 


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


 


AGREEMENT


 


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


 


1.             Definitions.  Capitalized terms used but not defined herein
are used as defined in the Loan Agreement.


 


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


 


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


 


“Availability Reserve” shall mean $3,000,000 for the period
prior to the Fifth Amendment Effective Date and $2,500,000 at all times
thereafter.


 


2.2.            Section 1.1 of the Loan Agreement is hereby amended
by adding new definitions of Fifth Amendment and Fifth Amendment Effective Date
which read as follows:


 


“Fifth Amendment” means the Fifth Amendment to Loan and
Security 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 hereby
amended by adding a new subsection (vi) at the end thereof which reads as
follows:


 


“(vi)        Fifth Amendment
Fee.  The Borrower agrees to pay to
the Administrative Agent for the pro rata account of the Lenders party to the
Fifth 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 shall
be waived in the event the Borrower has repaid the Liabilities in full and
terminated the Revolving Loan Commitments on or before June 30, 2010.”


 

















 


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


 


4.             Representations and Warranties.  To induce the
Administrative Agent and Lenders to execute this Amendment, the Borrower hereby
represents and warrants to the Lenders as follows:


 


4.1.            The Borrower is duly authorized to execute and deliver
this Amendment and is duly authorized to perform its obligations hereunder.


 


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


 


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


 


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


 


4.5.            No Unmatured Event of Default or Event of Default has
occurred and is continuing.


 


5.             Conditions to Amendment.  This Amendment shall become effective upon
the satisfaction in full of all of the following conditions precedent, each of
which shall be satisfactory to the Administrative Agent and the Requisite
Lenders:


 


5.1.            Amendment.  The
Borrower and the Requisite Lenders shall have executed and delivered to the
Administrative Agent this Amendment.


 


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


 


5.3.            Other.  Such other
documents as the Administrative Agent or Lender shall reasonably request.


 

















 


6.             Costs and Expenses.  The Borrower shall pay or reimburse the
Administrative Agent within five Business Days after demand for all reasonable
costs and expenses (including reasonable attorneys fees) incurred by it in
connection with the preparation, delivery, administration, and execution of
this Amendment and the documentation and transactions contemplated hereby.


 


7.             Counterparts.  This Amendment may be executed in two or more
counterparts, each of which shall constitute an original, but all of which when
taken together shall constitute one instrument. 
Delivery of an executed counterpart of this Amendment by facsimile or
electronic transmission shall be effective as delivery of an original
counterpart.


 


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


 


9.             APPLICABLE LAW.  THIS AMENDMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF ILLINOIS WITHOUT
GIVING EFFECT TO ILLINOIS CHOICE OF LAW DOCTRINE.


 


The parties hereto have caused this Amendment to be
executed by their duly authorized officers, all as of the day and year first
above written.


 


Signature
Pages Follow


 

















 


	
   

  	
   

  	
  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