exv10w54



 




Exhibit 10.54


OCTOBER 2005 AMENDMENT TO



LOAN AND SECURITY AGREEMENT



AND AMENDMENT TO CERTAIN OTHER LOAN DOCUMENTS




     THIS OCTOBER 2005 AMENDMENT TO LOAN AND SECURITY AGREEMENT AND AMENDMENT TO CERTAIN OTHER LOAN
DOCUMENTS (the “Amendment”) is made and entered into on this 31st day of
October, 2005, by and among BANK OF AMERICA, N.A., a national banking association, successor in
interest by assignment to BANC OF AMERICA LEASING & CAPITAL, LLC, a Delaware limited liability
company, successor in interest by merger to FLEET CAPITAL CORPORATION, a Rhode Island corporation,
successor in interest by merger to FLEET CAPITAL CORPORATION, a Connecticut corporation, formerly
known as SHAWMUT CAPITAL CORPORATION, successor in interest by assignment to BARCLAYS BUSINESS
CREDIT, INC. (“Lender”), LOWRANCE ELECTRONICS, INC., a Delaware corporation
(“Lowrance”), LEI EXTRAS, INC., a Delaware corporation (“LEI”), LOWRANCE CONTRACTS,
INC., a Delaware corporation (“Lowrance Contracts”), and SEA ELECTRONICS, INC., an Oklahoma
corporation (“Sea Electronics”) (Lowrance, LEI, Lowrance Contracts and Sea Electronics are
herein individually and collectively called “Borrower”).



RECITALS




     (A) Borrower, Lowrance Australia Pty Limited (“Lowrance Australia”) and Lender have
entered into that certain Loan and Security Agreement, dated December 15, 1993, as such Loan and
Security Agreement has been amended, including, without limitation, as amended by (i) that certain
First Amendment to Loan and Security Agreement, dated October 16, 1995, by and among Lender,
Borrower and Lowrance Australia, (ii) that certain Second Amendment to Loan and Security Agreement,
dated November 1, 1996 by and among Lender and Borrower, (iii) that certain Third Amendment to Loan
and Security Agreement, dated December 30, 1996, by and among Lender and Borrower, (iv) that
certain Fourth Amendment to Loan and Security Agreement, entered into effective as of April 1,
1997, by and among Lender and Borrower, (v) that certain Fifth Amendment to Loan and Security
Agreement, entered into effective as of August 25, 1997, by and between Lender and Borrower, (vi)
that certain Sixth Amendment to Loan and Security Agreement and Certain Other Loan Documents,
entered into effective as of August 28, 1997, by and between Lender and Borrower, (vii) that
certain Seventh Amendment to Loan and Security Agreement, entered into effective as of November 1,
1997, by and between Lender and Borrower, (viii) that certain Eighth Amendment to Loan and Security
Agreement, made and entered into as of December 9, 1997, by and between Lender and Borrower, (ix)
that certain Ninth Amendment to Loan and Security Agreement made and entered into as of September
14, 1998, by and between Lender and Borrower, (x) that certain Tenth Amendment to Loan and Security
Agreement and Amendment to Certain Other Loan Documents, executed in November of 1998, by Lender
and Borrower; (xi) that certain Eleventh Amendment to Loan and Security Agreement and Amendment to
Certain Other Loan Documents, executed March 14, 2000, by Lender and Borrower, (xii) that certain
Twelfth Amendment to Loan and Security Agreement and Amendment to Certain Other Loan Documents,
executed October 15, 2000, by



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Lender and Borrower, (xiii) that certain Thirteenth Amendment to Loan and Security Agreement
and Amendment to Certain Other Loan Documents and Limited Waiver entered into on October 19, 2001,
by Lender and Borrower, (xiv) that certain letter agreement, dated December 14, 2001, by and
between Lender and Borrower, (xv) that certain Fourteenth Amendment to Loan and Security Agreement
and Amendment to Certain Other Loan Documents, entered into on March 11, 2002, by Lender and
Borrower, (xvi) that certain November 2002 Amendment to Loan and Security Agreement and Amendment
to Certain Other Loan Documents, entered into on November 26, 2002, by Lender and Borrower, (xvii)
that certain waiver and amendment letter agreement, dated May 29, 2003, entered into by Lender and
Borrower, (xviii) that certain amendment letter agreement, dated September 10, 2003, executed by
Lender and Borrower, (xix) that certain May 2004 Amendment to Loan and Security Agreement, entered
into on May 1, 2004, executed by Lender and Borrower, and (xx) that certain December 2004 Amendment
to Loan and Security Agreement and Amendment to Certain Other Loan Documents, dated December 20,
2004, executed by Lender and Borrower (as amended, the “Loan Agreement”).




     (B) Pursuant to the terms and conditions of this Amendment, Borrower and Lender are willing to
further amend the Loan Agreement as hereinafter set forth.



     NOW, THEREFORE, in consideration of the premises herein contained and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending
to be legally bound, agree as follows:



ARTICLE I



DEFINITIONS




     1.01 Capitalized terms used in this Amendment are defined in the Loan Agreement, as amended
hereby, unless otherwise stated.



ARTICLE II



AMENDMENTS TO LOAN AGREEMENT



AND OTHER AGREEMENTS




     2.01 Amendment to Section 1.1 of the Loan Agreement; Addition of New Definition.
Effective as of the date of execution of this Amendment, the following new definition is added to
Section 1.1 of the Loan Agreement, such definition to read in its entirety as follows and
to be inserted in alphabetical order:



     “Availability
— the amount by which the Borrowing Base exceeds the aggregate
unpaid principal balance of the Revolving Credit Loans owing by Borrower to Lender.



     2.02 Amendment to Section 1.1 of the Loan Agreement; Amendment of Definition of “Base Rate
Margin.” Effective as of the date of execution of this Amendment, the definition of “Base Rate
Margin” contained in Section 1.1 of the Loan Agreement is hereby amended by deleting
therefrom the current pricing table and substituting therefor the following new pricing



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table:




“PRICING TABLE




	 	 	 	 	 	 	 	 	 
	Ratio of Money Borrowed	 	Base Rate	 
	to EBITDA	 	Margin	 
	(1)
	 	Less than 0.50 to 1.00	 	(1)	 	 	0.00	%
	 
	 	 	 	 	 	 	 	 
	(2)
	 	Greater than or equal to 0.50 to 1.00	 	(2)	 	 	0.00	%
	 
	 	but less than 1.00 to 1.00	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	(3)
	 	Greater than or equal to 1.00 to 1.00	 	(3)	 	 	0.00	%
	 
	 	but less than 2.00 to 1.00	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	(4)
	 	Greater than or equal to 2.00 to 1.00	 	(4)	 	 	0.00	%
	 
	 	but less than 4.00 to 1.00	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	(5)
	 	Equal to or greater than 4.00 to 1.00	 	(5)	 	 	0.25	%”






     2.03 Amendment to Section 1.1 of the Loan Agreement; Amendment of Definition of “Inventory
Commitment Amount.” Effective as of the date of execution of this Amendment, the definition of
“Inventory Commitment Amount” contained in Section 1.1 of the Loan Agreement is hereby
amended and restated to read in its entirety as follows:



     “Inventory Commitment Amount — $25,000,000.”



     2.04 Amendment to Section 1.1 of the Loan Agreement; Amendment of Definition of “LIBOR
Base Rate Margin.” Effective as of the date of execution of this Amendment, the definition of
“LIBOR Base Rate Margin” contained in Section 1.1 of the Loan Agreement is hereby amended
by deleting therefrom the current pricing table and substituting therefor the following new pricing
table:



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“PRICING TABLE




	 	 	 	 	 	 	 	 	 
	 	 	 	 	LIBOR	 
	Ratio of Money Borrowed	 	Base Rate	 
	to EBITDA	 	Margin	 
	(1)
	 	Less than 0.50 to 1.00	 	(1)	 	 	1.50	%
	 
	 	 	 	 	 	 	 	 
	(2)
	 	Greater than or equal to 0.50 to 1.00	 	(2)	 	 	1.75	%
	 
	 	but less than 1.00 to 1.00	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	(3)
	 	Greater than or equal to 1.00 to 1.00	 	(3)	 	 	2.00	%
	 
	 	but less than 2.00 to 1.00	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	(4)
	 	Greater than or equal to 2.00 to 1.00	 	(4)	 	 	2.25	%
	 
	 	but less than 4.00 to 1.00	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	(5)
	 	Equal to or greater than 4.00 to 1.00	 	(5)	 	 	2.50	%”






     2.05 Amendment to Section 1.1 of the Loan Agreement; Amendment of Definition of “Seasonal
Dating Accounts Loan Amount”. Effective as of the date of execution of this Amendment, the
definition of “Seasonal Dating Accounts Loan Amount” contained in Section 1.1 of the Loan
Agreement is hereby amended and restated to read in its entirety as follows:



     “Seasonal
Dating Accounts Loan Amount” — the amount indicated below for the
periods indicated below:



	 	 	 	 	 
	Applicable Period	 	Seasonal Dating Accounts Loan Amount	 
	(a) December 1 through May 31
	 	 	(a) $12,500,000	 
	 
	 	 	 	 
	(b) June 1 through November
30
	 	 	(b)   $  7,500,000	”






     2.06 Amendment to Section 2.1(B) of the Loan Agreement. Effective as of the date of
execution of this Amendment, Section 2.1(B) of the Loan Agreement is hereby amended and
restated to read in its entirety as follows:




“(B) Notwithstanding the foregoing provisions of Section 2.1(A), it is
expressly agreed and understood that (i) the aggregate outstanding amount of all
Revolving Credit Loans advanced against Eligible Accounts and Eligible Inventory of
LEI, Lowrance Contracts and Sea Electronics shall not exceed $500,000 at any time;




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(ii) the
aggregate outstanding amount of Revolving Credit Loans advanced against Eligible Accounts of Lowrance arising from sales to Account Debtors located in
Australia and Australian Finished Goods Eligible Inventory shall not exceed
$1,000,000 at any time; (iii) the aggregate outstanding amount of all Revolving
Credit Loans advanced against Raw Materials Eligible Inventory shall not exceed the
Permitted Raw Materials Loan Amount at any time; (iv) the aggregate outstanding
amount of all Revolving Credit Loans advanced against Seasonal Dating Accounts shall
not exceed the Seasonal Dating Accounts Loan Amount at any time and the aggregate
outstanding amount of all Revolving Credit Loans advanced against Seasonal Dating
Accounts arising from sales to Persons who in the sole judgment of Lender are part
of the ‘Big Rock Sports Group’ shall not exceed $5,000,000 at any time; and (v) the
aggregate outstanding amount of all Revolving Credit Loans advanced against Mexican
Raw Materials Eligible Inventory shall not exceed $1,000,000 at any time.”



     2.07 Amendment to Section 3.2 of the Loan Agreement. Effective as of the date of
execution of this Amendment, Section 3.2 of the Loan Agreement is hereby amended and
restated to read in its entirety as follows:




“3.2 Term of Agreement. Subject to Lender’s right to cease making Loans to
Borrower at any time upon or after the occurrence of a Default or an Event of
Default, this Agreement shall be in effect through and including December 31, 2009
(the ‘Original Term’). Notwithstanding anything herein to the contrary,
Lender may terminate this Agreement without notice upon or after the occurrence of
an Event of Default.”



     2.08 Amendment to Section 9.2(L) of the Loan Agreement. Effective as of the date of
execution of this Amendment, Section 9.2(L) of the Loan Agreement is hereby amended and
restated to read in its entirety as follows:




“(L) Capital Expenditures. Make Capital Expenditures which, in the
aggregate, as to Borrower and its Subsidiaries, exceed (i) $11,000,000 during
Borrower’s fiscal year ending July 31, 2006, or (ii) $10,000,000 during each fiscal
year of Borrower thereafter.”



     2.09 Amendment to Section 9.3 of the Loan Agreement. Effective as of the date of
execution of this Amendment, Section 9.3 of the Loan Agreement is hereby amended and
restated to read in its entirety as follows:




“9.3 Specific Financial Covenants. During the term of this Agreement and
thereafter for so long as there are any Obligations, Borrower covenants that, unless
otherwise consented to by Lender in writing, Borrower shall:




(A) [Intentionally Omitted]




(B) [Intentionally Omitted]”



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(C) Fixed Charge Ratio. Maintain, on a Consolidated basis, a Fixed Charge
Ratio of not less than 1.1 to 1.0 for the twelve calendar month period ending on the
last day of each January, April, July and October (each such day being referred to
herein as the ‘Quarterly Computation Date’); provided,
however, if Availability on each day during the three calendar month period
ending on such Quarterly Computation Date is greater than $10,000,000, the Fixed
Charge Ratio will not be required to be tested on such Quarterly Computation Date.




(D) [Intentionally Omitted].




(E) [Intentionally Omitted].”



     2.10 Amendment to Section 12.10 of the Loan Agreement. Effective as of the date of
execution of this Amendment, Section 12.10 of the Loan Agreement is amended such that any
notice to Lender shall hereafter be addressed as follows:



	 	 	 	 	 	 	 
	 

	 	“(A)
	 	If to Lender:
	 	Bank of America, N.A.
	 

	 	 	 	 	 	901 Main Street, 22nd Floor
	 

	 	 	 	 	 	Mail Code: TX1-492-22-13
	 

	 	 	 	 	 	Dallas, Texas 75202
	 

	 	 	 	 	 	Attn: Loan Administration Manager
	 
	 	 	 	 	 	 
	 

	 	 	 	with a copy to:
	 	Patton Boggs, LLP
	 

	 	 	 	 	 	2001 Ross Avenue, Suite 3000
	 

	 	 	 	 	 	Dallas, Texas 75201
	 

	 	 	 	 	 	Attn: Kenneth M. Vesledahl, Esq.”






     2.11
References to Exhibit F — Patents, Trademarks, Copyrights and Licenses.
Effective as of the date of execution of this Amendment, all references in the Loan Agreement to
Exhibit F, which is entitled “Patents, Trademarks, Copyrights and Licenses” shall be deemed
references to Exhibit F attached hereto.



     2.12 Amendment to Revolving Credit Notes. Effective as of the date of execution of
this Amendment, each Revolving Credit Note is hereby amended as follows:




(i) The reference in each Revolving Credit Note to the date “December 31, 2008”
is hereby deleted and substituted therefor is the date “December 31, 2009.”




(ii) Each reference in each Revolving Credit Note to the dollar amount
“$13,250,00” is hereby deleted and substituted therefor is the dollar amount
“$25,000,000.”




(iii) The reference in each Revolving Note to the phrase ‘THIRTEEN MILLION TWO
HUNDRED AND FIFTY THOUSAND AND NO/100 DOLLARS” is hereby deleted and substituted
therefor is the phrase ‘TWENTY-FIVE MILLION AND NO/100 DOLLARS.”



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     2.13 Amendment Fee. In consideration for the agreements of Lender contained herein
but subject to Section 3.1(D) of the Loan Agreement, Borrower agrees to pay Lender a fee of
$25,000. Such fee shall be due and payable and shall be fully earned as of the date of execution
of this Amendment.



ARTICLE III



CONDITIONS PRECEDENT




     3.01 Conditions Precedent. The effectiveness of this Amendment is subject to the
satisfaction of the following conditions precedent, unless specifically waived in writing by
Lender:




     (a) Lender shall have received each of the following, each in form and substance
satisfactory to Lender: (i) this Amendment, duly executed by Borrower; (ii) the Exhibit
F to this Amendment, fully and accurately completed by Borrower; (iii) an Eighth
Amendment to Mortgage, Security Agreement, Financing Statement and Assignment of Rents, duly
executed by Lowrance regarding the existing Mortgage covering Lowrance’s Tulsa, Oklahoma
real property; (iv) such documentation as shall be required by Lender in connection with the
granting by Borrower to Lender of a first priority lien in all intellectual property of
Borrower; (v) such amendments to the existing Mexican collateral documents as shall be
required by Lender; and (vi) such additional documents, instruments and information as
Lender or its legal counsel may request;




     (b) The representations and warranties contained herein, in the Loan Agreement and in
the other Loan Documents, as each is amended hereby, shall be true and correct as of the
date hereof, as if made on the date hereof;




     (c) After giving effect to this Amendment, no Default or Event of Default shall have
occurred and be continuing, unless such Default or Event of Default has been specifically
waived in writing by Lender;




     (d) All corporate proceedings taken in connection with the transactions contemplated by
this Amendment and all documents, instruments and other legal matters incident thereto shall
be satisfactory to Lender and its legal counsel; and




     (e) Borrower shall have paid to Lender, in immediately available funds, the fee
described in Section 2.13 of this Amendment.



ARTICLE IV



NO WAIVER




     4.01 No Waiver. Nothing contained in this Amendment shall be construed as a waiver by
Lender of any covenant or provision of the Loan Agreement, the other Loan Documents, this
Amendment, or of any other contract or instrument between Borrower and Lender, and the



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failure of
Lender at any time or times hereafter to require strict performance
by Borrower of any provision thereof shall not waive, affect or diminish any right of Lender to thereafter demand
strict compliance therewith. Lender hereby reserves all rights granted under the Loan Agreement,
the other Loan Documents, this Amendment and any other contract or instrument between Borrower and
Lender.




ARTICLE V



RATIFICATIONS, REPRESENTATIONS AND WARRANTIES




     5.01 Ratifications. The terms and provisions set forth in this Amendment shall modify
and supersede all inconsistent terms and provisions set forth in the Loan Agreement and the other
Loan Documents, and, except as expressly modified and superseded by this Amendment, the terms and
provisions of the Loan Agreement and the other Loan Documents are ratified and confirmed and shall
continue in full force and effect. Borrower and Lender agree that the Loan Agreement and the other
Loan Documents, as amended hereby, shall continue to be legal, valid, binding and enforceable in
accordance with their respective terms.



     5.02 Representations and Warranties. Borrower hereby represents and warrants to
Lender that (a) the execution, delivery and performance of this Amendment and any and all other
Loan Documents executed and/or delivered in connection herewith have been authorized by all
requisite corporate action on the part of Borrower and will not violate the Certificate of
Incorporation or Bylaws of Borrower; (b) the representations and warranties contained in the Loan
Agreement, as amended hereby, and any other Loan Documents are true and correct on and as of the
date hereof and on and as of the date of execution hereof as though made on and as of each such
date; (c) no Default or Event of Default under the Loan Agreement, as amended hereby, has occurred
and is continuing; (d) Borrower is in full compliance with all covenants and agreements contained
in the Loan Agreement and the other Loan Documents, as amended hereby; (e) the Borrower’s
Certificate of Incorporation and Bylaws are in full force and effect on and as of the date hereof
without modification or amendment in any respect since November 1, 1996; (f) as of the date hereof,
(i) Borrower is in existence and in corporate and tax good standing in the State of its
organization, (ii) the Borrower is qualified to do business as a foreign corporation and is in
corporate and tax good standing in each jurisdiction where Borrower is doing business and is
required to be so qualified, (iii) Borrower does not owe franchise taxes or other taxes required to
maintain its corporate existence and no franchise tax reports are due, and (iv) no proceedings are
pending for forfeiture of the Borrower’s charter or for its dissolution either voluntarily or
involuntarily; and (g) the officer of Borrower executing this Amendment has been duly elected and
is, at present, qualified and acting in the office indicated below such officer’s name and is duly
authorized to execute this Amendment on behalf of Borrower.



ARTICLE VI



MISCELLANEOUS PROVISIONS




     6.01 Survival of Representations and Warranties. All representations and warranties
made in the Loan Agreement or any other Loan Document, including, without limitation, any document
furnished in connection with this Amendment, shall survive the



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execution and delivery of this
Amendment and the other Loan Documents, and no investigation by Lender or any closing shall affect the representations and warranties or the right of
Lender to rely upon them.




     6.02 Reference to Loan Agreement. Each of the Loan Agreement and the other Loan
Documents, and any and all other agreements, documents or instruments now or hereafter executed and
delivered pursuant to the terms hereof or pursuant to the terms of the Loan Agreement, as amended
hereby, are hereby amended so that any reference in the Loan Agreement and such other Loan
Documents to the Loan Agreement shall mean a reference to the Loan Agreement, as amended hereby.



     6.03 Expenses of Lender. As provided in the Loan Agreement, Borrower agrees to pay on
demand all costs and expenses incurred by Lender in connection with the preparation, negotiation
and execution of this Amendment and the other Loan Documents executed pursuant hereto and any and
all amendments, modifications, and supplements thereto, including, without limitation, the costs
and fees of Lender’s legal counsel, and all costs and expenses incurred by Lender in connection
with the enforcement or preservation of any rights under the Loan Agreement, as amended hereby, or
any other Loan Documents, including, without, limitation, the costs and fees of Lender’s legal
counsel.



     6.04 Severability. Any provision of this Amendment held by a court of competent
jurisdiction to be invalid or unenforceable shall not impair or invalidate the remainder of this
Amendment and the effect thereof shall be confined to the provision so held to be invalid or
unenforceable.



     6.05 Successors and Assigns. This Amendment is binding upon and shall inure to the
benefit of Lender and Borrower and their respective successors and assigns, except that Borrower
may not assign or transfer any of its rights or obligations hereunder without the prior written
consent of Lender.



     6.06 Counterparts. This Amendment may be executed in one or more counterparts, each
of which when so executed shall be deemed to be an original, but all of which when taken together
shall constitute one and the same instrument.



     6.07 Effect of Waiver. No consent or waiver, express or implied, by Lender to or for
any breach of or deviation from any covenant or condition by Borrower shall be deemed a consent to
or waiver of any other breach of the same or any other covenant, condition or duty.



     6.08 Headings. The headings, captions, and arrangements used in this Amendment are
for convenience only and shall not affect the interpretation of this Amendment.



     6.09 Applicable Law. THIS AMENDMENT AND ALL OTHER LOAN DOCUMENTS EXECUTED PURSUANT
HERETO SHALL BE DEEMED TO HAVE BEEN MADE AND TO BE PERFORMABLE IN AND SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS.



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     6.10 Final Agreement. THE LOAN AGREEMENT AND THE OTHER LOAN
DOCUMENTS, EACH AS AMENDED HEREBY, REPRESENT THE ENTIRE EXPRESSION OF THE PARTIES WITH RESPECT
TO THE SUBJECT MATTER HEREOF ON THE DATE THIS AMENDMENT IS EXECUTED. THE LOAN AGREEMENT AND THE
OTHER LOAN DOCUMENTS, AS AMENDED HEREBY, MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL
AGREEMENTS BETWEEN THE PARTIES. NO MODIFICATION, RESCISSION, WAIVER, RELEASE OR AMENDMENT OF ANY
PROVISION OF THIS AMENDMENT SHALL BE MADE, EXCEPT BY A WRITTEN AGREEMENT SIGNED BY BORROWER AND
LENDER.



     6.11 Release. BORROWER HEREBY ACKNOWLEDGES THAT IT HAS NO DEFENSE, COUNTERCLAIM,
OFFSET, CROSS-COMPLAINT, CLAIM OR DEMAND OF ANY KIND OR NATURE WHATSOEVER THAT CAN BE ASSERTED TO
REDUCE OR ELIMINATE ALL OR ANY PART OF ITS LIABILITY TO REPAY THE “OBLIGATIONS” OR TO SEEK
AFFIRMATIVE RELIEF OR DAMAGES OF ANY KIND OR NATURE FROM LENDER. BORROWER HEREBY VOLUNTARILY AND
KNOWINGLY RELEASES AND FOREVER DISCHARGES LENDER, ITS PREDECESSORS, OFFICERS, DIRECTORS, AGENTS,
EMPLOYEES, SUCCESSORS AND ASSIGNS, FROM ALL POSSIBLE CLAIMS, DEMANDS, ACTIONS, CAUSES OF ACTION,
DAMAGES, COSTS, EXPENSES, AND LIABILITIES WHATSOEVER, KNOWN OR UNKNOWN, ANTICIPATED OR
UNANTICIPATED, SUSPECTED OR UNSUSPECTED, FIXED, CONTINGENT, OR CONDITIONAL, AT LAW OR IN EQUITY,
ORIGINATING IN WHOLE OR IN PART ON OR BEFORE THE DATE THIS AMENDMENT IS EXECUTED, WHICH THE
BORROWER MAY NOW OR HEREAFTER HAVE AGAINST LENDER, ITS PREDECESSORS, OFFICERS, DIRECTORS, AGENTS,
EMPLOYEES, SUCCESSORS AND ASSIGNS, IF ANY, AND IRRESPECTIVE OF WHETHER ANY SUCH CLAIMS ARISE OUT OF
CONTRACT, TORT, VIOLATION OF LAW OR REGULATIONS, OR OTHERWISE, AND ARISING FROM ANY “LOANS”,
INCLUDING, WITHOUT LIMITATION, ANY CONTRACTING FOR, CHARGING, TAKING, RESERVING, COLLECTING OR
RECEIVING INTEREST IN EXCESS OF THE HIGHEST LAWFUL RATE APPLICABLE, THE EXERCISE OF ANY RIGHTS AND
REMEDIES UNDER THE LOAN AGREEMENT OR OTHER LOAN DOCUMENTS, AND THE NEGOTIATION OF AND EXECUTION OF
THIS AMENDMENT.



[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]




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     IN WITNESS WHEREOF, this Amendment has been executed and is effective as of the date first
above-written.



	 	 	 	 	 
	 	 	“LENDER”
	 
	 	 	 	 
	 	 	BANK OF AMERICA, N.A.
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	“BORROWER”
	 
	 	 	 	 
	 	 	LOWRANCE ELECTRONICS, INC.
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	LEI EXTRAS, INC.
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	LOWRANCE CONTRACTS, INC.
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	SEA ELECTRONICS, INC.
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 





 









 





EXHIBIT F




Patents, Trademarks, Copyrights and Licenses




[See attached]