EX-10.3



 Exhibit 10.3 

WAIVER TO CREDIT AGREEMENT 

This Waiver to Credit Agreement (this “Waiver), with an effective date of May 14, 2014, is entered into by and among the
Lenders identified on the signature pages hereof (such Lenders, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “Lender” and collectively as the
“Lenders”), BMO Harris Bank N.A., formerly known as Harris N.A., as administrative agent for the Lenders (in such capacity, “Agent”), and Cobra Electronics Corporation, a Delaware corporation
(“Borrower”). 
 WHEREAS, Borrower, Agent, and the Lenders are parties to that certain Credit Agreement dated as of
July 16, 2010 (as amended, modified or supplemented from time to time, the “Credit Agreement”); 
 WHEREAS, Borrower
has informed Agent and the Lenders that an Event of Default exists under Section 9.1(b) of the Credit Agreement as a result of Borrower permitting Adjusted EBITDA for the twelve month period ending on March 31, 2014 to be less than
$1,500,000, constituting a breach of Section 8.22(c) of the Credit Agreement (the “Existing Event of Default”); and 

WHEREAS, Borrower has requested that Agent and the Lenders agree to waive the Existing Event of Default, subject to the terms and conditions
contained herein. 
 NOW THEREFORE, in consideration of the premises and mutual agreements herein contained, the parties hereto agree as
follows: 
 1. Defined Terms. Unless otherwise defined herein, capitalized terms used herein shall have the meanings ascribed to such
terms in the Credit Agreement. 
 2. Waiver. Subject to the satisfaction of the conditions set forth in Section 5 below
and in reliance upon the representations and warranties of Borrower set forth in Section 6 below, Agent and the Lenders hereby waive the Existing Event of Default. This 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 Credit Agreement or any of the other Loan Documents or any other requirements of any provision of the Credit Agreement or any other Loan Documents. 

3. Continuing Effect. Except as expressly set forth in Section 2 of this Waiver, nothing in this Waiver shall constitute a
modification or alteration of the terms, conditions or covenants of the Credit Agreement or any other Loan Document or a waiver of any other terms or provisions thereof, and the Credit Agreement and the other Loan Documents shall remain unchanged
and shall continue in full force and effect, in each case as amended hereby. 







 4. Reaffirmation and Confirmation. Borrower hereby ratifies, affirms, acknowledges and
agrees that the Credit Agreement and the other Loan Documents, in each case as modified hereby, represent the valid, enforceable and collectible obligations of Borrower, and further acknowledges that there are no existing claims, defenses, personal
or otherwise, or rights of setoff whatsoever with respect to the Credit Agreement or any other Loan Document. Borrower hereby agrees that this Waiver in no way acts as a release or relinquishment of the Liens and rights securing payments of its
Obligations. The Liens and rights securing payment of its Obligations are hereby ratified and confirmed by Borrower in all respects. 
 5.
Conditions to Effectiveness. This Waiver shall become effective as of the date hereof and upon the satisfaction of the following conditions precedent: 

(a) Each party hereto shall have executed and delivered this Waiver to Agent; 

(b) Borrower shall have paid to Agent, for the pro rata benefit of the Lenders, a waiver fee equal to $105,000; and 

(c) No Default or Event of Default (other than the Existing Event of Default) shall have occurred and be continuing on the date hereof or as of
the date of the effectiveness of this Waiver. 
 6. Representations and Warranties. In order to induce Agent and the Lenders to enter
into this Waiver, Borrower hereby represents and warrants to Agent and Lenders, after giving effect to this Waiver: 
 (a) All
representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct on and as of the date of this Waiver, in each case as if then made, other than representations and warranties that expressly relate
solely to an earlier date (in which case such representations and warranties were true and correct on and as of such earlier date); 
 (b) No
Default or Event of Default (other than the Existing Event of Default) has occurred and is continuing; 
 (c) This Waiver constitutes a
legal, valid and binding obligation of Borrower and is enforceable against Borrower in accordance with its respective terms. 
 7.
Miscellaneous. 
 (a) Expenses. Borrower agrees to pay on demand all costs and expenses of Agent (including the reasonable fees
and expenses of outside counsel for Agent) in connection with the preparation, negotiation, execution, delivery and administration of this Waiver and all other instruments or documents provided for herein or delivered or to be delivered hereunder or
in connection herewith. All obligations provided herein shall survive any termination of this Waiver and the Credit Agreement as amended hereby. 

(b) Governing Law. This Waiver shall be a contract made under and governed by the internal laws of the State of Illinois. 

  
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 (c) Counterparts. This Waiver may be executed in any number of counterparts, and by the
parties hereto on the same or separate counterparts, and each such counterpart, when executed and delivered, shall be deemed to be an original, but all such counterparts shall together constitute but one and the same Waiver. 

8. Release. 
 (a) In
consideration of the agreements of Agent and Lenders contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Borrower, on behalf of itself and its successors, assigns, and other
legal representatives, hereby absolutely, unconditionally and irrevocably releases, remises and forever discharges Agent and the Lenders, and their successors and assigns, and their present and former shareholders, affiliates, subsidiaries,
divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent, each Lender and all such other Persons being hereinafter referred to collectively as the “Releasees” and individually as a
“Releasee”), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims,
defenses, rights of set-off, demands and liabilities whatsoever (individually, a “Claim” and collectively, “Claims”) of every name and nature, known or unknown, suspected or
unsuspected, both at law and in equity, which Borrower or any of its respective successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of
any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the day and date of this Waiver for or on account of, or in relation to, or in any way in connection with any of the Credit Agreement, or any of the other
Loan Documents or transactions thereunder or related thereto, other than to the extent of those Claims which arise from the gross negligence or willful misconduct of the applicable Releasee as determined in a final, non-appealable judgment by a
court of competent jurisdiction. 
 (b) Borrower understands, acknowledges and agrees that the release set forth above may be pleaded as a
full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. 

(c) Borrower agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered
shall affect in any manner the final, absolute and unconditional nature of the release set forth above. 

  
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 IN WITNESS WHEREOF, the parties hereto have caused this Waiver to be executed by their respective
officers thereunto duly authorized and delivered as of the date first above written. 
  

			
	COBRA ELECTRONICS CORPORATION
		
	By:	 	/s/ Robert J. Ben
	Name:	 	Robert J. Ben
	Title:	 	Senior Vice President, Chief Financial Officer and Secretary
	
	BMO HARRIS BANK N.A., formerly known as Harris N.A., in its individual capacity as a Lender and as Agent
		
	By:	 	/s/ William J. Kennedy
	Name:	 	William J. Kennedy
	Title:	 	Vice President
	
	FIRST MIDWEST BANK, in its individual capacity as a Lender
		
	By:	 	/s/ John Littrell
	Name:	 	John Littrell
	Title:	 	Group Senior Vice President


 Signature Page to Waiver to Credit Agreement