Amendment No. 6 to the Loan and Security Agreement



 Exhibit 10.1 
  
 AMENDMENT NO. 6 TO THE LOAN AND SECURITY AGREEMENT 
 DATED AS OF JANUARY 31, 2002 
 AMONG LASALLE BANK NATIONAL ASSOCIATION, AS A
LENDER 
 AND AS AGENT FOR THE LENDERS, THE LENDERS 
 AND COBRA ELECTRONICS CORPORATION 
  
 THIS AMENDMENT NO. 6 (this “Amendment”) is made as of the 15 day of November, 2005 to the Loan and Security Agreement dated January 31, 2002 (as amended from time to time, the “Loan
Agreement”); unless otherwise defined herein, capitalized terms used herein shall have the meanings ascribed to them in the Loan Agreement among Cobra Electronics Corporation (“Borrower”), LaSalle Bank National Association as agent
(“Agent”) for itself (in its individual capacity, “LaSalle”) and the other Lenders from time to time party thereto. 
  
 WHEREAS, Borrower has requested that Agent and Lenders amend certain provisions of the Loan Agreement and Agent and Lenders have agreed to do so subject
to the terms and conditions hereof. 
  
 NOW, THEREFORE, in
consideration of the foregoing, and the mutual covenants herein contained, and such other consideration as the parties mutually agree, the parties hereto agree as follows: 
  
 1. Amendment. Borrower, Agent and Lenders agree to amend the Loan Agreement as follows: 
  
 (a) The definition of EBIT set forth in Section 1 of the Loan Agreement
is hereby amended and restated in its entirety, as follows: 
  
 “EBIT” shall mean, with respect to any period and without duplication, Borrower’s and its Subsidiaries’ net income after taxes for such period (excluding any after-tax gains or losses on the
sale of assets and excluding other after-tax extraordinary gains or losses) plus interest expense and income tax expense for such period, plus or minus any other non-cash charges or gains (other than depreciation and
amortization) which have been subtracted or added in calculating net income after taxes for such period, plus expenses arising from or relating to the unconsummated proposed acquisition of Lowrance Electronics, Inc. to the extent such charge
was taken during such period, minus earnings or plus losses on keyman life insurance policies owned by Borrower, plus any losses or minus any gains with respect to Borrower’s investment in Horizon Navigation, Inc.

  
 (b) The reference to “January 31, 2006” contained in
Section 10 of the Loan Agreement is hereby replaced with a reference to “January 31, 2007”. 







 (c) Section 14(c) of the Loan Agreement is hereby amended and restated in its entirety, as follows:

  
 (c) Capital Expenditure Limitations. Borrower
and its Subsidiaries shall not make any Capital Expenditures if, after giving effect to such Capital Expenditure, the aggregate cost of all such fixed assets purchased or otherwise acquired would exceed $5,000,000 during any Fiscal Year, except for
the Fiscal Year ending December 31, 2005, in which case such Capital Expenditures shall not exceed $6,500,000. 
  
 2. Representations and Warranties of Borrower. Borrower represents and warrants that, as of the date hereof: 
  
 (a) Borrower has the right and power and is duly authorized to enter into
this Amendment and all other agreements executed in connection herewith; 
  
 (b) After giving effect to this Amendment, no Event of Default or an event or condition which upon notice, lapse of time or both will constitute an Event of Default has occurred and is continuing; 
  
 (c) The execution, delivery and performance by Borrower of this Amendment and
the other agreements to which Borrower is a party (i) have been duly authorized by all necessary action on its part; (ii) do not and will not, by the lapse of time, giving of notice or otherwise, violate the provisions of the terms of its
Certificate of Incorporation or By-Laws, or of any mortgage, indenture, security agreement, contract, undertaking or other agreement to which Borrower is a party, or which purports to be binding on Borrower or any of its properties; (iii) do
not and will not, by lapse of time, the giving of notice or otherwise, contravene any governmental restriction to which Borrower or any of its properties may be subject; and (iv) do not and will not, except as contemplated in the Loan
Agreement, result in the imposition of any lien, charge, security interest or encumbrance upon any of Borrower’s properties under any indenture, mortgage, deed of trust, loan or credit agreement or other agreement or instrument to which
Borrower is a party or which purports to be binding on Borrower or any of its properties; 
  
 (d) No consent, license, registration or approval of any governmental authority, bureau or agency is required in connection with the execution, delivery, performance, validity or enforceability of this Amendment and
the other agreements executed by Borrower in connection herewith; 
  
 (e) This Amendment and the other agreements executed by Borrower in connection herewith have been duly executed and delivered by Borrower and are enforceable against Borrower in accordance with their terms; and 
  
 (f) All information, reports and other papers and data heretofore furnished
to Agent by Borrower in connection with this Amendment, the Loan Agreement and Other Agreements are accurate and correct in all material respects and complete insofar as may be necessary to give Agent true and accurate knowledge of the subject
matter thereof. Borrower has disclosed to Agent every fact of which it is aware which would reasonably be expected to materially and adversely affect the business, operations or financial condition of Borrower or 
  

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 the ability of Borrower to perform its obligations under this Amendment, the Loan Agreement or under any of the Other
Agreements. None of the information furnished to Agent by or on behalf of Borrower contained any material misstatement of fact or omitted to state a material fact or any fact necessary to make the statements contained herein or therein not
materially misleading. 
  
 3. Conditions Precedent. The
amendments to the Loan Agreement set forth in this Amendment shall become effective as of the date of this Amendment upon the occurrence of the following: 
  
 (a) execution of the Amendment by all parties hereto; and 
  
 (b) the receipt by Agent of a fully earned, non-refundable $45,000 amendment fee. 
  
 4. Fees and Expenses. Borrower agrees to pay all legal fees and other expenses, whether for in-house or outside
counsel, incurred by Agent in connection with this Agreement and the transactions contemplated hereby. 
  
 5. Loan Agreement Remains in Force. Except as specifically amended hereby, all of the terms and conditions of the Loan Agreement shall remain in
full force and effect and this Agreement shall not be a waiver of any rights or remedies which Agent or Lenders have provided for in the Loan Agreement and all such terms and conditions are herewith ratified, adopted, approved and accepted.

  
 6. Additional Documents. Upon the request of Agent,
Borrower will cause to be done, executed, acknowledged and delivered all such further acts, conveyances and assurances as Agent from time to time may reasonably request of Borrower for accomplishing the transaction referred to herein. 
  
 7. No Novation. This Amendment and all other agreements executed by
Borrower on the date hereof are not intended to nor shall be construed to create a novation or accord and satisfaction, and shall only be a modification and extension of the existing Liabilities of Borrower to Lenders. 
  
 8. Entire Agreement. This Amendment and the other documents it refers
to comprise the entire agreement relating to the subject matter they cover and supersede any and all prior written or oral agreements among Agent, Lenders and Borrower relating thereto. 
  
 9. Severability. Any provision of this Amendment that is prohibited or unenforceable in any jurisdiction shall, as to
such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or affecting the validity or enforceability of such provision in any other jurisdiction. 
  
 Except as expressly provided for herein, the terms and conditions of the Loan
Agreement shall remain in full force and effect. 
  

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 IN WITNESS WHEREOF, Borrower, Agent and Lenders have caused this Amendment to be duly executed by their
proper duly authorized officers oaf the day and year first set forth above. 
  

			
	 LASALLE BANK NATIONAL
 ASSOCIATION, as Agent
and as a Lender

		
	By	 	 /s/ Steven M. Marks


	Its	 	Senior Vice President
	
	 NATIONAL CITY BANK OF
 MICHIGAN/ILLINOIS, as
a Lender

		
	By	 	 /s/ Michael L. Monninger


	Its	 	Vice President
	
	 US BANK, NATIONAL ASSOCIATION,
 successor by
merger to Firstar Bank, N.A., as
 a Lender

		
	By	 	 /s/ Timothy A. Fossa


	Its	 	Senior Vice President
	
	COBRA ELECTRONICS CORPORATION
		
	By	 	 /s/ Michael Smith


	Its	 	Senior Vice President and Chief
	 	 	Financial Officer


  

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