exhibit1016thamendmentto







1         SIXTH AMENDMENT TO MULTICURRENCY    REVOLVING CREDIT AGREEMENT AND SPECIAL WAIVER   This SIXTH AMENDMENT TO MULTICURRENCY REVOLVING CREDIT   AGREEMENT AND SPECIAL WAIVER (this “Sixth Amendment”) is made and entered into as of the   28th day of April, 2015, by and among LOJACK CORPORATION (“LoJack”), the Subsidiaries listed   on Schedule 1 to the Credit Agreement defined below (collectively with LoJack, and together with the   other Persons that from time to time become Borrowers pursuant to the provisions of the Credit   Agreement, the “Borrowers”), the Guarantors listed on Schedule 1 to the Credit Agreement (collectively   with the other Persons that from time to time become Guarantors pursuant to the provisions of the Credit   Agreement, the “Guarantors”), the Lenders listed on Schedule 2 to the Credit Agreement (collectively, the   “Lenders”), CITIZENS BANK, N.A. (formally known as RBS Citizens, National Association), as   Administrative Agent for itself and each of the other Lenders from time to time party to the Credit   Agreement (the “Administrative Agent”), and an Issuing Bank, and TD BANK, N.A., as an Issuing Bank.    Capitalized terms used herein without definition shall have the respective meaning assigned to such terms   in the Credit Agreement.   WHEREAS, the Borrowers, the Guarantors, the Lenders and the Administrative Agent are party   to that certain Multicurrency Revolving Credit Agreement, dated as of December 29, 2009 (as the same   may be amended and in effect from time to time prior to the date hereof, the “Existing Credit Agreement”   and as further amended by this Sixth Amendment, the “Credit Agreement”), pursuant to which the   Lenders have extended credit to the Borrowers on the terms set forth therein;   WHEREAS, certain Events of Default have occurred under the Existing Credit Agreement, and   the Borrowers have requested that the Administrative Agent and the Lenders waive such Events of   Default; and   WHEREAS, the Administrative Agent and the Lenders are willing to grant such waiver on the   condition that the Borrowers and the Guarantors agree to the amendments set forth herein;   NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable   consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:   I. DEFINITIONS.   Capitalized terms used herein without definition shall have the meanings assigned to such terms   in the Credit Agreement.  This Sixth Amendment shall constitute a Loan Document for all purposes of the   Credit Agreement and the other Loan Documents.   II. AMENDMENTS TO EXISTING CREDIT AGREEMENT:     Subject to the satisfaction of the conditions precedent specified in Paragraph III below, the   Existing Credit Agreement shall be amended as follows:      (1) The Existing Credit Agreement shall be amended to delete the bold and stricken text   (indicated textually in the same manner as the following example: stricken text) and to add the bold and   double-underlined text (indicated textually in the same manner as the following example:  double-   underlined text) as set forth in the conformed Credit Agreement attached as Annex I hereto.     





 







2         (2) Exhibit E (Form of Compliance Certificate) to the Existing Credit Agreement are hereby   amended by deleting such exhibits in their entirety and replacing them with the corresponding exhibits set   forth in Annex II attached hereto.   (3) Exhibit H (Form of Borrowing Base Certificate) set forth in Annex III attached hereto is   hereby attached to the Credit Agreement.   (4) Schedule 2 (Lenders; Commitments; Applicable Percentages) to the Credit Agreement is   hereby amended by deleting such schedule in its entirety and replacing it with the schedule set forth in   Annex IV attached hereto.   III. SPECIAL WAIVER   Subject to the terms and conditions hereof (including the release of claims set forth in Paragraph   VI below), and in reliance upon the representations and warranties of the Borrowers and the Guarantors   set forth herein, the Lenders hereby waive the Events of Default that arose pursuant to Section 12.1(b) of   the Existing Credit Agreement as a result of the Borrowers’ failure to comply with Sections 10.1 and 10.2   of the Existing Credit Agreement (collectively, the “Existing Events of Default”).   IV. CONDITIONS TO EFFECTIVENESS:   This Sixth Amendment shall become effective (the “Sixth Amendment Date”) upon:   (1) receipt of the following in form and substance acceptable to the Administrative Agent   and the Lenders:   (a) this Sixth Amendment duly and properly authorized, executed and delivered by   each of the respective parties hereto;   (b) Intellectual Property Security Agreements covering those Patents, Trademarks   and Copyrights not previously reflected on the Intellectual Property Security Agreements   executed on the Closing Date;   (c) such documentation as is necessary to effect a pledge of the Loan Parties’ interest   in policy no. 1565-1603 issued by The Insurance Company of the State of Pennsylvania to the   Administrative Agent for the benefit of the Secured Parties;   (d) amended and restated Notes duly and properly authorized, executed and   delivered by each of the Borrowers;   (e) organizational documents of each Loan Party (including authorizing resolutions)   certified by a Responsible Officer and certificates of good standing for each Loan Party;   (f) satisfactory opinions of counsel to the Loan Parties;   (g) copies of insurance policies, declaration pages, certificates and endorsements of   insurance or insurance binders evidencing liability, casualty, property, terrorism and business   interruption insurance meeting the requirements set forth in the Loan Documents;   (h) a solvency certificate signed by a Responsible Officer of LoJack as to the   financial condition, solvency and related matters of the Loan Parties and their subsidiaries;     





 







3   (i) a customary Borrowing Base Certificate, calculated as of March 16, 2015, in   form and substance acceptable to the Administrative Agent and the Lenders signed by a   Responsible Officer of LoJack;   (j) a customary perfection certificate in form and substance acceptable to the   Administrative Agent and the Lenders signed by a responsible officer of LoJack; and   (k) a certificate signed by a Responsible Officer of LoJack as to the matters   addressed in Sections 6.1(a), (b) and (d) of the Credit Agreement as of the Sixth Amendment   Date (and giving effect to the effectiveness hereof).   (2) There shall not have occurred since December 31, 2014 any event or condition that has   had or could be reasonably expected, either individually or in the aggregate, to have a Material Adverse   Effect.   (3) The Administrative Agent and the Lenders shall have received all fees and expenses   (including the fees and expenses of counsel for each of the Lenders) owing pursuant to this Sixth   Amendment and the Fee Letter executed in connection herewith.   (4) After giving effect to this Sixth Amendment and the transactions contemplated in   connection herewith, no Overadvance exists.   (5) This Sixth Amendment Date shall occur by no later than April 28, 2015.   V. REPRESENTATIONS AND WARRANTIES:   Each of the Borrowers and the Guarantors represents and warrants to the Administrative Agent   and the Lenders as follows:   (1) The execution, delivery and performance of this Sixth Amendment and the transactions   contemplated hereby (i) are within the corporate authority of each Borrower and Guarantor, (ii) have been   duly authorized by all necessary corporate proceedings of each Borrower and Guarantor, (iii) do not   conflict with or result in any breach or contravention of any provision of law, statute, rule or regulation to   which any Borrower or Guarantor is subject or any judgment, order, writ, injunction, license or permit   applicable to any Borrower or any Guarantor, and (iv) do not conflict with any provision of the governing   documents of any Borrower or Guarantor.   (2) The execution, delivery and performance of this Sixth Amendment (and the Credit   Agreement as amended hereby) will result in valid and legally binding obligations of each Borrower and   Guarantor enforceable against each of them in accordance with the respective terms and provisions hereof   and thereof, except as enforceability is limited by bankruptcy, insolvency, reorganization, moratorium or   other laws relating to or affecting generally the enforcement of creditors’ rights and except to the extent   that availability of the remedy of specific performance or injunctive relief or other equitable remedy is   subject to the discretion of the court before which any proceeding therefor may be brought.   (3) The execution, delivery and performance by the Borrowers and the Guarantors of this   Sixth Amendment does not require any approval or consent of, or filing with, any governmental agency or   authority other than those already obtained, if any.   (4) The representations and warranties contained in Section 7 of the Credit Agreement are   true and correct in all material respects (if not qualified as to materiality or Material Adverse Effect) or in     





 







4   any respect (if so qualified) as of the Sixth Amendment Date as though made on and as of the Sixth   Amendment Date, except to the extent that such representations and warranties specifically refer to an   earlier date, in which case they shall be true and correct as of such earlier date.     (5) After giving effect to this Sixth Amendment and the waiver(s) contained herein, no   Default or Event of Default under the Credit Agreement has occurred and is continuing.   VI. GENERAL RELEASE:   To induce the Administrative Agent and the Lenders to enter into this Sixth Amendment, each   Borrower and each Guarantor hereby releases, acquits, and discharges the Administrative Agent, the   Lenders and the Issuing Banks and their respective employees, agents, representatives, consultants,   attorneys, fiduciaries, servants, officers, directors, partners, predecessors, successors and assigns,   subsidiary corporations, parent corporations, and related corporate divisions (all of the foregoing   hereinafter called the “Released Parties”), from all such actions and causes of action, judgments,   executions, suits, debts, claims, demands, liabilities, obligations, damages, and expenses of any and every   character, known or unknown, direct and/or indirect, at law or in equity, of whatsoever kind or nature,   whether heretofore or hereafter arising, for or because of any matter or things done, omitted or suffered to   be done by any of the Released Parties prior to and including the date of execution hereof, and in any way   directly or indirectly arising out of or in any way connect to this Sixth Amendment and the other Loan   Documents, including, but not limited to, claims relating to any settlement negotiation (all of the   foregoing hereinafter called the “Released Matters”).  Each Borrower and each Guarantor acknowledges   that the agreements in this section are intended to be in full satisfaction of all or any alleged injuries or   damages arising in connection with the Released Matters.  Each Borrower, and each Guarantor   acknowledges that it has not relied, in executing the release set forth in this section, upon any   representations, warranties, or conditions by the Administrative Agent, the Lenders, the Issuing Banks or   any other Person except as are specifically set forth in this Waiver.  Nothing contained herein shall be   construed at any time as an admission by the Agent or any Lender of any liability to any Borrower, any   Guarantor or any other Person.  Each Borrower and each Guarantor warrants to the Administrative Agent   and the Lenders, as of the date hereof, that it has not purported to transfer, assign, or otherwise convey   any right, title or interest of it in any Released Matter to any other entity, and that the foregoing   constitutes a full and complete release of all Released Matters.   VII. MISCELLANEOUS:   (1) Effect of Amendment; Ratification, Etc.  Except as expressly amended hereby or   pursuant to the precedent sentence, the Credit Agreement and the other Loan Documents and all   documents, instruments and agreements related thereto are hereby ratified and confirmed in all respects   and shall continue in full force and effect.  This Sixth Amendment and the Credit Agreement as   previously amended shall hereafter be read and construed together as a single document, and all   references in the Credit Agreement, any other Loan Document or any agreement or instrument related to   the Credit Agreement shall hereafter refer to the Credit Agreement as amended by this Sixth Amendment.   (2) Guarantor Consent.  Each of the undersigned Guarantors has guaranteed all of the   Obligations under (and as defined in) the Credit Agreement.  By executing this Sixth Amendment, each of   the undersigned Guarantors hereby absolutely and unconditionally reaffirms to the Lenders that such   Guarantor’s Guaranty remains in full force and effect and covers all Obligations under the Credit   Agreement.  In addition, each of the Guarantors hereby acknowledges and agrees to the terms and   conditions of this Sixth Amendment (including, without limitation, the making of the representations and   warranties and the performance of the covenants applicable herein).     





 







5   (3) Governing Law.  THIS SIXTH AMENDMENT SHALL BE GOVERNED BY AND   CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF   MASSACHUSETTS.   (4) Counterparts.  This Sixth Amendment may be executed in any number of counterparts   and by different parties hereto on separate counterparts, each of which when so executed and delivered   shall be an original, but all of which counterparts taken together shall be deemed to constitute one and the   same instrument.  This Sixth Amendment, to the extent signed and delivered by means of a facsimile   machine or other electronic transmission in which the actual signature is evident, shall be treated in all   manner and respects as an original agreement or instrument and shall be considered to have the same   binding legal effect as if it were the original signed version thereof delivered in person.  At the request of   any party hereto, each other party hereto or thereto shall re-execute original forms hereof and deliver   them to all other parties.  No party hereto shall raise the use of a facsimile machine or other electronic   transmission in which the actual signature is evident to deliver a signature or the fact that any signature or   agreement or instrument was transmitted or communicated through the use of a facsimile machine or   other electronic transmission in which the actual signature is evident as a defense to the formation of a   contract and each party forever waives such defense.   [Remainder of page intentionally left blank]           





 







IN WITNESS WHEREOF, each of the undersigned has duly executed this Fifth Amendment to Credit   Agreement as of the date first set forth above.           BORROWERS:           LOJACK CORPORATION:       By: /s/ Kenneth L. Dumas   Name: Kenneth L. Dumas   Title: Senior Vice President, Chief Financial Officer and   Treasurer    





 







      LOJACK GLOBAL LLC:                 By: LoJack Corporation   Its: Sole member      By: /s/ Kenneth L. Dumas   Name: Kenneth L. Dumas   Title: Senior Vice President, Chief Financial Officer and   Treasurer    





 







      LOJACK SAFETYNET, INC.:           By: /s/ Casey Delaney   Name: Casey Delaney   Title: Vice President, Acting Chief Financial   Officer & Treasurer    





 







                LENDERS   CITIZENS BANK, NATIONAL ASSOCIATION (formerly   known as RBS Citizens, National Association), as Lender,   Administrative Agent and an Issuing Bank   By: /s/ Robert Anastasio   Name: Robert Anastasio   Title: Senior Vice President    





 







                  TD Bank, N.A.,   as Lender and Issuing Bank   By: /s/ Dana P. Wedge   Name: Dana P. Wedge   Title: Senior Vice-President    





 







Annex I   Conformed Credit Agreement   See attached.     





 







   6553436v9      CONFORMED VERSION OF   MULTICURRENCY   REVOLVING CREDIT   AGREEMENT      updated and conformed to include Amendments 1 through 6 to   Multicurrency Revolving Credit Agreement   originally dated as of December 29, 2009   by and among      LOJACK CORPORATION,   and the other Borrowers and Guarantors Party Hereto      CITIZENS BANK, N.A.   as a Lender, Administrative Agent and Lead Arranger             and      TD BANK, N.A.   as a Lender and Issuing Bank        





 







   6553436v9   TABLE OF CONTENTS   § 1. DEFINITIONS AND RULES OF INTERPRETATION. ...................................................... 1   § 1.1 Definitions. .............................................................................................................................. 1   § 1.2 Rules of Interpretation. .......................................................................................................... 23   § 1.3 Exchange Rates; Currency. ................................................................................................... 24   § 1.4 Additional Alternative Currencies. ....................................................................................... 24   § 1.5 Change of Currency. ............................................................................................................. 25   § 2. THE MULTICURRENCY REVOLVING CREDIT FACILITY. ....................................... 25   § 2.1 The Revolving Credit Facility. .............................................................................................. 25   § 2.1.1 Commitment to Lend Revolving Credit. .......................................................................... 25   § 2.1.2 Termination or Reduction of Revolving Credit Commitment. ......................................... 25   § 2.1.3 The Revolving Credit Notes. ............................................................................................ 26   § 2.1.4 Requests for Revolving Credit Loans. .............................................................................. 26   § 2.1.5 Funds for Revolving Credit Loans. ................................................................................... 27   § 2.1.6 Maturity of the Revolving Credit Loans. .......................................................................... 28   § 2.1.7 Mandatory Repayments of the Revolving Credit Loans. .................................................. 28   § 2.1.8 Reserves. ........................................................................................................................... 28   § 2.2 Letters of Credit. ................................................................................................................... 28   § 2.2.1 Letters of Credit Commitment. ......................................................................................... 28   § 2.2.2 Procedures for Issuance and Amendment of Letters of Credit; Auto-Renewal Letters of   Credit. 30   § 2.2.3 Drawings and Reimbursements of Letters of Credit; Funding and Repayment of   Participations. ..................................................................................................................................... 31   § 2.2.4 Letters of Credit Obligations Absolute. ............................................................................ 33   § 2.2.5 Role of Issuing Bank with Letters of Credit. .................................................................... 33   § 2.2.6 Cash Collateral for Letters of Credit. ................................................................................ 34   § 2.2.7 Applicability of ISP98 and UCP to Letters of Credit. ...................................................... 34   § 2.2.8 Letter of Credit Fees. ........................................................................................................ 34   § 2.2.9 Documentary and Processing Charges Payable to Issuing Bank for Letters of Credit. .... 34   § 2.2.10 Conflict with Letter of Credit Application. ....................................................................... 35   § 2.3 Swing Line Facility. .............................................................................................................. 35   § 3. [RESERVED.] ..................................................................................................................... 36   § 4. [RESERVED.] ..................................................................................................................... 36     





 







   -3-   6553436v9   § 5. PROVISIONS RELATING TO ALL LOANS. ................................................................... 36   § 5.1 Interest on Loans. .................................................................................................................. 36   § 5.2 Election of Interest Rate; Notice of Election; Interest Periods; Minimum Amounts. ........... 36   § 5.3 Optional Prepayments or Repayments of the Loans. ............................................................ 37   § 5.4 Fees. ...................................................................................................................................... 37   § 5.5 Payments. .............................................................................................................................. 37   § 5.6 Computations. ....................................................................................................................... 38   § 5.7 Interest on Overdue Amounts; Default Rate. ........................................................................ 38   § 5.8 Interest Limitation. ................................................................................................................ 38   § 5.9 Funding Losses. ..................................................................................................................... 39   § 5.10 Illegality. ............................................................................................................................... 39   § 5.11 Inability to Determine Eurodollar Rate. ................................................................................ 40   § 5.12 Increased Costs. ..................................................................................................................... 40   § 5.13 Taxes. .................................................................................................................................... 41   § 5.14 Mitigation Obligations; Replacement of Lenders. ................................................................ 43   § 6. CONDITIONS PRECEDENT TO CREDIT EXTENSIONS. ............................................. 44   § 6.1 Conditions to All Credit Extensions. ..................................................................................... 44   § 6.2 Conditions to Initial Credit Extension. .................................................................................. 44   § 7. REPRESENTATIONS AND WARRANTIES .................................................................... 46   § 7.1 Organization and Qualification. ............................................................................................ 46   § 7.2 Subsidiaries. .......................................................................................................................... 46   § 7.3 Authority and Validity of Obligations. ................................................................................. 47   § 7.4 Use of Proceeds; Margin Stock. ............................................................................................ 47   § 7.5 Financial Reports. ................................................................................................................. 47   § 7.6 No Material Adverse Change. ............................................................................................... 48   § 7.7 Full Disclosure. ..................................................................................................................... 48   § 7.8 Trademarks, Franchises, and Licenses. ................................................................................. 48   § 7.9 Governmental Authority and Licensing. ............................................................................... 48   § 7.10 Good Title. ............................................................................................................................ 48   § 7.11 Litigation and Other Controversies. ...................................................................................... 48   § 7.12 Taxes. .................................................................................................................................... 49   § 7.13 Approvals. ............................................................................................................................. 49   § 7.14 Affiliate Transactions. ........................................................................................................... 49   § 7.15 Investment Company; Public Utility Holding Company. ..................................................... 49     





 







   -4-   6553436v9   § 7.16 ERISA. .................................................................................................................................. 49   § 7.17 Compliance with Laws. ......................................................................................................... 50   § 7.18 Other Agreements. ................................................................................................................ 50   § 7.19 Insurance ............................................................................................................................... 50   § 7.20 No Default. ............................................................................................................................ 50   § 7.21 Eligible Accounts. ................................................................................................................. 50   § 8. AFFIRMATIVE COVENANTS. ......................................................................................... 50   § 8.1 Maintenance of Business. ...................................................................................................... 50   § 8.2 Maintenance of Properties. .................................................................................................... 51   § 8.3 Taxes and Assessments. ........................................................................................................ 51   § 8.4 Insurance. .............................................................................................................................. 51   § 8.5 Financial Reports. ................................................................................................................. 51   § 8.6 Inspection; Appraisals and Valuations; Account Verification. ............................................. 53   § 8.7 ERISA. .................................................................................................................................. 54   § 8.8 Compliance with Laws. ......................................................................................................... 54   § 8.9 Formation of Subsidiaries. .................................................................................................... 54   § 8.10 Use of Proceeds. .................................................................................................................... 54   § 8.11 Cash Management and Depository Relationship. ................................................................. 55   § 8.12 Intellectual Property. ............................................................................................................. 55   § 9. NEGATIVE COVENANTS. ............................................................................................... 55   § 9.1 Borrowings and Guaranties. .................................................................................................. 55   § 9.2 Liens. ..................................................................................................................................... 56   § 9.3 Investments. .......................................................................................................................... 56   § 9.4 Mergers, Consolidations and Sales and Acquisitions. .......................................................... 58   § 9.5 No Dividends. ....................................................................................................................... 58   § 9.6 Burdensome Contracts With Affiliates. ................................................................................ 58   § 9.7 No Changes in Fiscal Year. ................................................................................................... 59   § 9.8 Change in the Nature of Business. ........................................................................................ 59   § 9.9 No Restrictions. ..................................................................................................................... 59   § 9.10 No Stock Repurchase. ........................................................................................................... 59   § 9.11 Financial Consultant. ............................................................................................................. 59   § 10. FINANCIAL COVENANTS. .............................................................................................. 60   § 10.1 Debt Service Coverage Ratio. ............................................................................................... 60   § 10.2 Funded Debt to EBITDA Ratio. ............................................................................................ 60     





 







   -5-   6553436v9   § 10.3 Quick Ratio. .......................................................................................................................... 60   § 10.4 Minimum Liquidity. .............................................................................................................. 60   § 10.5 Minimum Consolidated EBITDA. ........................................................................................ 60   § 11. GUARANTIES; PLEDGE OF CERTAIN STOCK. ........................................................... 61   § 11.1 Guaranties. ............................................................................................................................ 61   § 11.2 Pledge of Stock of Boomerang Tracking, Inc. and LoJack Equipment Ireland Limited ...... 62   § 11.3 Further Assurances ................................................................................................................ 63   § 12. EVENTS OF DEFAULT; ACCELERATION. ................................................................... 63   § 12.1 Events of Default and Acceleration. ..................................................................................... 63   § 12.2 Remedies Upon Event of Default. ......................................................................................... 65   § 12.3 Judgment Currency. .............................................................................................................. 65   § 12.4 Distribution of Collateral Proceeds. ...................................................................................... 66   § 13. ADMINISTRATIVE AGENT. ............................................................................................ 66   § 13.1 Appointment and Authority. ................................................................................................. 66   § 13.2 Rights as Lender. ................................................................................................................... 66   § 13.3 Exculpatory Provisions. ........................................................................................................ 67   § 13.4 Reliance by Administrative Agent. ....................................................................................... 67   § 13.5 Delegation of Duties. ............................................................................................................ 68   § 13.6 Resignation of Administrative Agent. ................................................................................... 68   § 13.7 Non-Reliance on Administrative Agent and the Other Lenders. .......................................... 69   § 13.8 No Other Duties, etc. ............................................................................................................. 69   § 13.9 Payments to Administrative Agent ....................................................................................... 69   § 13.10 Field Examination Reports; Confidentiality; Disclaimers by Lenders. ................................. 69   § 14. MISCELLANEOUS. ........................................................................................................... 70   § 14.1 Setoff Rights. ......................................................................................................................... 70   § 14.2 Attorney Costs; Expenses...................................................................................................... 71   § 14.3 Indemnification. .................................................................................................................... 71   § 14.4 Representations and Warranties. ........................................................................................... 72   § 14.5 Payments; Set Aside. ............................................................................................................. 72   § 14.6 Successors and Assigns; Participations. ................................................................................ 72   § 14.7 Notices and Other Communications; Facsimile Copies. ....................................................... 75   § 14.8 Cumulative Remedies; Captions; Counterparts. ................................................................... 76   § 14.9 USA Patriot Act Notice. ........................................................................................................ 76     





 







   -6-   6553436v9   § 14.10 Entire Agreement; Etc. .......................................................................................................... 76   § 14.11 Consents; Amendments; Waivers; Etc. ................................................................................. 76   § 14.12 Concerning Joint and Several Liability. ................................................................................ 77   § 14.13 Governing Law. ..................................................................................................................... 80   § 14.14 Waiver of Jury Trial. ............................................................................................................. 80   § 14.15 Severability. .......................................................................................................................... 80        





 







   6553436v9   EXHIBITS      EXHIBIT A Form of Assumption and Assignment   EXHIBIT B Form of Revolving Credit Loan Request   EXHIBIT C Form of Security Agreement   EXHIBIT D Form of Swing Line Loan Request   EXHIBIT E Form of Compliance Certificate   EXHIBIT F Reserved.   EXHIBIT G Form of Joinder Agreement   EXHIBIT H Form of Borrowing Base Certificate         SCHEDULES      SCHEDULE 1 Borrowers and Guarantors   SCHEDULE 2 Lenders; Commitments; Applicable Percentages   SCHEDULE 2.1 Authorized Representatives   SCHEDULE 3 Lending Offices   SCHEDULE 4 Mandatory Cost   SCHEDULE 9.1 Indebtedness   SCHEDULE 9.2 Liens   SCHEDULE 14.7 Addresses for Notices        





 







   -1-   6553436v9   MULTICURRENCY REVOLVING CREDIT AGREEMENT   This MULTICURRENCY REVOLVING CREDIT AGREEMENT is made as of the 29th day of   December 2009 (the “Credit Agreement” or this “Agreement”), by and among LOJACK   CORPORATION, a corporation organized under the laws of the Commonwealth of Massachusetts   (“LoJack”), and the Subsidiaries listed on Schedule 1 attached hereto (collectively with LoJack, and   together with the other Persons that from time to time become Borrowers pursuant to the provisions   hereof, the “Borrowers”), the Guarantors listed on Schedule 1 attached hereto (collectively with the other   Persons that from time to time become Guarantors pursuant to the provisions hereof, the “Guarantors”),   the Lenders (as hereinafter defined), CITIZENS BANK, N.A., a national banking association, as   Administrative Agent for itself and each of the other Lenders from time to time party to this Agreement   and Lead Arranger and TD BANK, N.A., a national banking association, as Issuing Bank.   § 1. DEFINITIONS AND RULES OF INTERPRETATION.   § 1.1 Definitions.   The following terms have the meanings set forth in this §1.1 or elsewhere in the provisions of this   Credit Agreement referred to below:   Account.  Means an account (as that term is defined in the Code).   Accountants.  Has the meaning set forth in §8.4(a).   Account Debtor.  Means any Person who is obligated on an Account, chattel paper, or a general   intangible.   Acquired Entity or Business.  Any Person, property, business or asset acquired by the Borrowers   or any Subsidiary in connection with any Permitted Acquisition.   Additional Pledge Agreement.  Has the meaning set forth in § 11.2(b).    Additional Pledged Equity.  Has the meaning set forth in §11.2(b).   Additional Pledged Foreign Subsidiary.  Has the meaning set forth in §11.2(b).   Adjustment Date.  The first day of the month immediately following the month in which a   Compliance Certificate is to be delivered by the Borrowers pursuant to §8.5(e).   Adjusted Eurodollar Rate.  Means, relative to any Eurodollar Rate Loan to be made, continued or   maintained as, or converted into, a Eurodollar Rate Loan for any Interest Period, a rate per annum   (rounded upwards if necessary, to the 1/16 of 1%) equal to the sum of (a) (x) the Eurodollar Rate for such   Interest Period divided by (y) a percentage equal to one hundred percent (100%) minus the Eurodollar   Reserve Percentage, plus (b) in the case of Revolving Credit Loans by a Lender from its office or branch   in the United Kingdom (except for Revolving Credit Loans to any Borrowers denominated in Dollars),   the Mandatory Cost.   Administrative Agent.  Citizens Bank, N.A. in its capacity as administrative agent under any of   the Loan Documents, or any successor administrative agent.   Administrative Agent’s Liens.  Means the Liens granted by each Loan Party to the Administrative   Agent under the Loan Documents and securing the Obligations.     





 







   -2-   6553436v9   Affiliate.  Means with respect to any Person, another Person that directly, or indirectly through   one or more intermediaries, Controls or is Controlled by or is under common Control with the Person   specified.  Without limiting the generality of the foregoing, a Person shall be deemed to be an Affiliate if   such other Person possesses, directly or indirectly, power to vote ten (10%) percent or more of the   securities having ordinary voting power for the election of directors, managing general partners or the   equivalent.   Agreed Reserve.  Means (x) from the Sixth Amendment Date through August 30, 2015,   $3,000,000, (y) from August 31, 2015 through October 30, 2015, $2,000,000 and (z) at any time on or   after October 31 2015, $1,000,000.   Agreement.  Means this Credit Agreement, including the Schedules and Exhibits hereto.   Agreement Currency.  Has the meaning set forth in §12.3.   Alternative Currency.  Means Euros, British Pounds Sterling, Yen, Canadian Dollars and any   other major foreign currency acceptable to the Lenders.    Alternative Currency Equivalent.  Means, at any time, with respect to any amount denominated in   U.S. Dollars, the equivalent amount thereof in the applicable Alternative Currency as determined by the   Administrative Agent, at such time on the basis of the Spot Rate (determined in respect of the most recent   Revaluation Date) for the purchase of such Alternative Currency with U.S. Dollars.   Alternative Currency Sublimit.  Means, as of the Closing Date, the Dollar Equivalent of Five   Million Dollars ($5,000,000).   Approved Fund.  Means any Fund that is administered or managed by (a) the Lender or (b) an   Affiliate of the Lender.   Applicable Percentage.  Means, with respect to any Revolving Credit Lender at any time, the   percentage (carried out to the ninth decimal place) of the Revolving Credit Commitment represented by   such Revolving Credit Lender’s Commitment at such time.  If the Revolving Credit Commitment has   been terminated pursuant to §12.2, or if the Revolving Credit Commitment has expired, then the   Applicable Percentage of each Revolving Credit Lender in respect of the Revolving Credit Facility shall   be determined based on the Applicable Percentage of such Revolving Credit Lender in respect of the   Revolving Credit Facility most recently in effect, giving effect to any subsequent assignments.  The   Applicable Percentage of each Revolving Credit Lender is set forth immediately opposite such Revolving   Credit Lender’s name on Schedule 2 hereto.   Applicable Margin.  Means, (x) with respect to any Eurodollar Rate Loan and standby Letters of   Credit, 3.25%, and (y) with respect to any Base Rate Loan, 1.50%.   Assignment and Assumption.  Means an assignment and assumption entered into by a Lender and   an Eligible Assignee (with the consent of any party whose consent is required by §14.6), and accepted by   the Administrative Agent, in substantially the form of Exhibit A or any other form approved by the   Administrative Agent.   Attorney Costs.  Means all reasonable fees, expenses and disbursements of any law firm or other   external counsel incurred by the Administrative Agent or any Lender.   Auto-Renewal Letter of Credit.  Has the meaning set forth in §2.2.2(c).     





 







   -3-   6553436v9   Bank Product Obligations.  Every obligation of each Borrower and its Subsidiaries under and in   respect of any one or more of the following types of services or facilities extended to such Borrower or   such Subsidiary by the Lender or Affiliate of the Lender:  (i) credit and purchase cards, (ii) cash   management or related services, including, without limitation, controlled disbursement services, and   (iii) agreements for treasury management services, including, without limitation, intraday credit,   Automated Clearing House (ACH) services, foreign exchange services, daylight overdrafts and zero   balance arrangements.   Base Rate.  Means a rate per annum equal to the rate of interest announced by the Administrative   Agent in Boston, Massachusetts from time to time as its “Prime Rate.”  Any change in the Base Rate shall   be effective immediately from and after such change in the Base Rate. Interest accruing by reference to   the Base Rate shall be calculated on the basis of actual days elapsed and a 360-day year.  The Borrowers   acknowledge that the Administrative Agent may make loans to its customers above, at or below the Base   Rate.   Base Rate Loans.  Means the Revolving Credit Loans bearing interest calculated by reference to   the Base Rate.   Boomerang.  Means Boomerang Tracking, Inc., now known as LoJack Canada Enterprises ULC.   Borrowers.  Means any Borrower listed on Schedule 1 hereto as of the date hereof or designated   as a Borrower pursuant to §8.9(b).   Borrowing Base.  Means, as of any date of determination based on the most recent Borrowing   Base Certificate delivered pursuant to § 8.5(g), the result of:   (a) 80% of the amount of Eligible Accounts, less the amount, if any, of the Dilution Reserve,   minus    (b) the aggregate amount of reserves, if any, established by the Administrative Agent under   §2.1.8.      Borrowing Base Certificate.  A certificate in substantially the form of Exhibit  H.   Business Day.  Means any day that is not a Saturday, Sunday or other day on which commercial   banks in Boston, Massachusetts are authorized or required by law to remain closed; provided that, when   used in connection with a Eurodollar Rate Loan denominated in any Alternative Currency, the term   “Business Day” shall also exclude any day on which banks are not open for dealings in such Alternative   Currency in the London interbank market or the principal financial center of the country in which   payment or purchase of such Alternative Currency can be made (and, if the Revolving Credit Loan or   Letters of Credit which are the subject of a borrowing, drawing, payment, reimbursement or rate selection   are denominated in Euro, the term “Business Day” shall also exclude any day on which the TARGET   payment system is not open for the settlement of payments in euro).   Capital Assets.  Means fixed assets, both tangible (such as land, buildings, fixtures, machinery,   software and equipment) and intangible (such as patents, copyrights, trademarks, franchises and good   will).   Capital Expenditures.  Means amounts paid or indebtedness incurred by any Person in connection   with the purchase or lease by such Person of Capital Assets that would be required to be capitalized and   shown on the balance sheet of such Person in accordance with GAAP.     





 







   -4-   6553436v9   Capital Lease.  Means, with respect to any Person, any lease of, or other arrangement conveying   the right to use, any property (whether real, personal or mixed) by such Person as lessee that has been or   should be accounted for as a capital lease on a balance sheet of such Person prepared in accordance with   GAAP.   Capital Stock.  Means any and all shares, interests, participations or other equivalents (however   designated) of capital stock of a corporation, any and all equivalent ownership interests in a Person (other   than a corporation) and any and all warrants, rights or options to purchase any of the foregoing.   Capitalized Lease Obligations.  Means, at any time, with respect to any Capital Lease, any lease   entered into as part of any sale and leaseback transaction of any Person or any synthetic lease, the amount   of all obligations of such Person that is (or that would be, if such synthetic lease or other lease were   accounted for as a Capital Lease) capitalized on a balance sheet of such Person prepared in accordance   with GAAP.   Cash Collateralize.  Means, with respect to any Letter of Credit, to pledge and deposit with or to   the Administrative Agent, for the benefit of the Issuing Bank, cash as collateral for the L/C Obligations   pursuant to documentation in form and substance satisfactory to the Administrative Agent and the Issuing   Bank.   Change of Control.  Means any of (a) the acquisition by any “person” or “group” (as such terms   are used in sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) at any time of   beneficial ownership of 40% or more of the outstanding capital stock or other equity interests of LoJack   on a fully-diluted basis, or (b) the failure of individuals who are members of the board of directors (or   similar governing body) of LoJack on the Closing Date (together with any new or replacement directors   whose initial nomination for election was approved by a majority of the directors who were either   directors on the Closing Date or previously so approved) to constitute a majority of the board of directors   (or similar governing body) of LoJack.   Change in Law.  Means the occurrence, after the date of this Agreement, of any of the following:   (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule,   regulation or treaty or in the administration, interpretation or application thereof by any Governmental   Authority or (c) the making or issuance of any request, guideline or directive (whether or not having the   force of law) by any Governmental Authority.   Closing Date.  Means the date of this Agreement or such later Business Day upon which each   condition described in § 6 shall have been satisfied in a manner satisfactory to or waived by the   Administrative Agent in its sole discretion.    Collateral.  Has the meaning set forth in the Security Agreement and the Intellectual Property   Security Agreements, including, but not limited to 65% of the outstanding voting stock of LoJack   Ireland and 100% of the outstanding voting stock of any U.S. Subsidiary of Grantors listed on   Schedule 5 of the Security Agreement from time to time.   Code.  Means the U.S. Internal Revenue Code of 1986, as amended from time to time, and any   regulations promulgated thereunder.   Commitment.  Means each Revolving Credit Lender’s commitment to make Revolving Credit   Loans to the applicable Borrowers and participate in the issuance, extension and renewal of Letters of   Credit, as set forth in § 2 hereof in an aggregate amount, at any one time outstanding, not to exceed the   amount set forth with respect to such Lender in Schedule 2 hereto or in the Assignment and Assumption     





 







   -5-   6553436v9   pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted   from time to time in accordance with this Agreement.   Commitment Fee.  Has the meaning set forth in § 5.4(b).   Compliance Certificate.  Has the meaning set forth in § 8.5(e).   Consolidated or consolidated.  Means, with reference to any term defined herein, that term as   applied to the accounts of LoJack and its Subsidiaries consolidated in accordance with GAAP.   Consolidated Capital Expenditures.  Means the amount expended by the Borrowers and their   Subsidiaries on a consolidated basis for Capital Expenditures, exclusive of any amounts paid for   Permitted Acquisitions.   Consolidated Current Assets.  Means, with respect to any Person at any date, the total   Consolidated current assets of such Person as determined in accordance with GAAP.   Consolidated Current Liabilities.  Means, with respect to any Person at any date, all liabilities of   such Person and its Subsidiaries at such date that should be classified as current liabilities on a   Consolidated balance sheet of such Person as determined in accordance with GAAP.  The calculation of   Consolidated Current Liabilities shall include the outstanding amount of all L/C Obligations and   Revolving Credit Loans on such date.   Consolidated EBITDA.  Means, for any period, for the Borrowers and their Subsidiaries on a   consolidated basis, an amount equal to Consolidated Net Income for such period, plus: (a) the following   to the extent deducted in calculating such Consolidated Net Income: (i) consolidated interest charges for   such period, (ii) the provision for federal, state, provincial, local and foreign income taxes payable by the   Borrowers and their Subsidiaries for such period, (iii) the amount of depreciation and amortization   expense deducted in determining such Consolidated Net Income, (iv) non-cash charges for stock based   compensation, (v) non-cash extraordinary and unusual or non-recurring write-downs or write-offs, which   shall include any non-cash write-downs of goodwill and intangible assets, (vi) during the Fiscal Year of   the Borrowers ending December 31, 2015 (x) the amount of fees paid to the Lenders and fees and   expenses paid to third parties (to the extent such fees or expenses are paid in connection with the closing   of the Sixth Amendment or as required by the Sixth Amendment or this Agreement), (y) Battery Costs in   an aggregate amount not to exceed $2,000,000 for all periods, and (z) Restructuring Costs in an aggregate   amount not to exceed $1,000,000 for all periods, minus (b) any extraordinary, unusual, non-recurring or   non-operating gains (excluding any gains attributable to settlements involving EVE Energy Co., Inc.,   G.L.M. Energy & Sound, Inc., VSR, Tracker Connect (Pty) Limited, and their respective Affiliates); all   calculated for the Borrowers and their Subsidiaries in accordance with generally accepted accounting   principles on a consolidated basis.   For the purposes of calculating the financial covenants set forth in Article 10 hereof or otherwise,   Consolidated EBITDA may be further adjusted from time to time with the consent of the Required   Lenders.   Consolidated Funded Debt.  Means, as of any date of determination, for the Borrowers and their   Subsidiaries on a consolidated basis, the sum of (a) the outstanding principal amount of all obligations,   whether current or long-term, for borrowed money (including the Obligations hereunder, but excluding in   any event the net obligations of the Borrowers under any Swap Contract) and all obligations evidenced by   bonds, debentures, notes, loan agreements or other similar instruments, (b) all purchase money   Indebtedness, (c) all direct obligations arising under letters of credit (including standby and commercial),   bankers’ acceptances, bank guaranties, surety bonds and similar instruments, (d) without duplication, all     





 







   -6-   6553436v9   Guarantees with respect to outstanding Indebtedness of the types specified in clauses (a) through (d)   above of Persons other than the Borrowers or any Subsidiary; and (e) all Indebtedness of the types   referred to in clauses (a) through (d) above of any partnership or joint venture (other than a joint venture   that is itself a corporation or limited liability company) in which any Borrower or a Subsidiary is a   general partner or joint venturer, unless such Indebtedness is expressly made non-recourse to such   Borrower or such Subsidiary.   Consolidated Net Income (or Deficit).  Means, for any period, the consolidated net income (or   deficit) of the Borrowers for such period, after deduction of all expenses, taxes, and other proper charges,   determined in accordance with GAAP; provided, that (x) all costs of the Borrowers and their Subsidiaries   relating to battery quality resolution and (y) all restructuring costs of the Borrowers and LoJack Ireland,   in each case to the extent accrued during the Fiscal Year of the Borrowers ending December 31, 2015   (such costs, respectively, “Battery Costs” and “Restructuring Costs”; and collectively, “Extraordinary   Costs”), shall only reduce Consolidated Net Income (or Deficit) during any period to the extent such   Extraordinary Costs were paid in cash, or required to be paid in cash, during such period; provided,   further, that such Extraordinary Costs shall reduce Consolidated Net Income in future periods when paid   in cash or required to be paid in cash.   Consolidated Total Interest Expense.  Means, for any period, the aggregate amount of interest   expense of the Borrowers on a consolidated basis during such period on all Indebtedness of the Borrowers   determined on a consolidated basis outstanding during all or any part of such period.   Contractual Obligation.  Means, as to any Person, any provision of any security issued by such   Person or of any agreement, instrument or other undertaking to which such Person is a party or by which   it or any of its property is bound.   Control.  Means the possession, directly or indirectly, of the power to direct or cause the direction   of the management or policies of a Person, whether through the ability to exercise voting power, by   contract or otherwise.  “Controlling” and “Controlled” have meanings correlative thereto.   Controlled Group.  Has the meaning set forth in §7.16 hereof.   Copyrights.  Means all rights, title and interests (and all related IP Ancillary Rights) arising under   any Requirement of Law in or relating to copyrights in works of authorship of any type and all mask   works, database and design rights, whether or not registered or published, all registrations and   recordations thereof and all applications in connection therewith.   Country Risk Event.  Means (a) any law, action or failure to act by any Governmental Authority   in any Borrower’s or Letter of Credit beneficiary’s country which has the effect of: (i) changing the   obligations under the relevant Letter of Credit, the Credit Agreement or any of the other Loan Documents   as originally agreed or otherwise creating any additional liability, cost or expense to the Issuing Bank, the   Lenders or the Administrative Agent, (ii) changing the ownership or control by such Borrower or Letter   of Credit beneficiary of its business, or (iii) preventing or restricting the conversion into or transfer of the   applicable Alternative Currency; (b) force majeure; or (c) any similar event which, in relation to (a), (b)   and (c), directly or indirectly, prevents or restricts the payment or transfer of any amounts owing under   the relevant Letter of Credit in the applicable Alternative Currency into an account designated by the   Administrative Agent or the Issuing Bank and freely available to the Administrative Agent or the Issuing   Bank.   Credit Agreement.  Means this Credit Agreement, including the Schedules and Exhibits hereto, as   the same may be amended, restated or otherwise modified from time to time.     





 







   -7-   6553436v9   Credit Extension.  Means, as the context requires, a borrowing of a Revolving Credit Loan or the   continuation of or conversion into a Eurodollar Rate Loan or an L/C Credit Extension.    Debt Service Coverage Ratio.  Means, with respect to any Person for any period, the ratio of (a)   Consolidated EBITDA minus Consolidated Capital Expenditures of such Person for such period   (excluding Capital Expenditures made by the Borrowers and their Subsidiaries in an aggregate amount   not to exceed $5,000,000 during the term of this Agreement relating to the Borrowers’ one-time   investment in a new enterprise resource planning system), minus federal, state, provincial, local and   foreign income taxes actually paid during such period, minus Distributions, to (b) the sum of (i)   Consolidated Total Interest Expense of such Person plus (ii) the current portion of long-term   Indebtedness.  The current portion of such Indebtedness will mean the principal required to be paid on   such Indebtedness during the upcoming 12 month period, but excluding principal payments in respect of   the Revolving Credit Loans and any L/C Obligations.   Default.  Any Event of Default or event or condition that with the giving of notice or lapse of   time or both would become an Event of Default.   Defaulting Lender.  Means any Lender that (a) has failed to fund any portion of the Revolving   Credit Loans or participations in L/C Obligations required to be funded by it hereunder within one   Business Day of the date required to be funded by it hereunder, (b) has otherwise failed to pay over to the   Administrative Agent or any other Lender any other amount required to be paid by it hereunder within   one Business Day of the date when due, unless the subject of a good faith dispute, or (c) has been deemed   insolvent or become the subject of a bankruptcy or insolvency proceeding.   Default Rate.  Has the meaning set forth in §5.7.   Dilution.  Means, as of any date of determination, a percentage, based upon the experience of the   immediately prior twelve (12) months, that is the result of dividing the Dollar amount of (a) bad debt   write-downs, discounts, advertising allowances, credits, or other dilutive items with respect to the   Borrowers’ Accounts during such period, by (b) the Borrowers’ billings with respect to Accounts during   such period.   Dilution Reserve.  Means, as of any date of determination, an amount sufficient to reduce the   advance rate against Eligible Accounts by 1 percentage point for each percentage point by which Dilution   is in excess of 5%.   Disclosure Letter.  Has the meaning set forth in §7.2.   Distribution.  Means any dividend, return of capital, distribution or any other payment, whether   direct or indirect (including through the use of hedging agreements, the making, repayment, cancellation   or forgiveness of Indebtedness and similar Contractual Obligations) and whether in cash, securities or   other property, on account of any stock or stock equivalent of any Loan Party, in each case now or   hereafter outstanding, including with respect to a claim for rescission of a sale of such stock or stock   equivalent, excluding, however, in each case, any dividend, return of capital, distribution or any other   payment to LoJack or any wholly-owned subsidiary thereof.   Dollar Equivalent. Means, at any time, (a) with respect to any amount denominated in Dollars,   such amount, and (b) with respect to any Alternative Currency, the equivalent amount thereof in Dollars   as determined by the Administrative Agent, through its principal foreign exchange trading office as of the   date as of which the foreign exchange computation is made.     





 







   -8-   6553436v9   Dollars or U.S. $.  Means dollars in lawful currency of the United States of America.   Drawdown Date.  Means the date on which any Revolving Credit Loan is made or is to be made,   and the first day of any Interest Period.   Drawing Amount.  Means the maximum aggregate amount that the beneficiaries may at any time   draw under outstanding Letters of Credit, as such aggregate amount may be reduced from time to time   pursuant to the terms of the Letters of Credit.   Effective Date.  Means the date on which the initial Revolving Credit Loans are made hereunder.   Eligible Accounts.  Means those Accounts created by a Borrower in the ordinary course of its   business, that arise out of such Borrower’s sale of goods or rendition of services (i.e. not representing   service or finance charges), that comply with each of the representations and warranties respecting   Eligible Accounts made in the Loan Documents, and that are not excluded as ineligible by virtue of one   or more of the excluding criteria set forth below; provided, that such criteria may be revised from time to   time by the Administrative Agent in the Administrative Agent’s Permitted Discretion to address the   results of any field examination performed by (or on behalf of) the Administrative Agent from time to   time after the Sixth Amendment Date.  In determining the amount to be included, Eligible Accounts shall   be calculated net of customer deposits, unapplied cash, taxes, discounts, credits, allowances, rebates,   chargebacks and incentives including, without limitation, accrued recourse reimbursements, accrued   dealer support, accrued revenue builders programs, accrued deferred SPIFF and general ledger variances.    Eligible Accounts shall not include the following:   (a)  Accounts that the Account Debtor has failed to pay within (x) 60 days of the original due date   or (y) 90 days of the original invoice date,   (b)  Accounts owed by an Account Debtor (or its Affiliates) where 50% or more of all Accounts   owed by that Account Debtor (or its Affiliates) are deemed ineligible under clause (a) above,   (c)  Accounts with respect to which the Account Debtor is an Affiliate of any Borrower or an   employee or agent of any Borrower or any Affiliate of any Borrower,   (d)  Accounts arising in a transaction wherein goods are placed on consignment or are sold   pursuant to a guaranteed sale, a sale or return, a sale on approval, a bill and hold, or any other terms by   reason of which the payment by the Account Debtor may be conditional,   (e)  Accounts that are not payable in Dollars,   (f)  Accounts with respect to which the Account Debtor either (i) does not maintain its chief   executive office in the United States, or (ii) is not organized under the laws of the United States or any   state thereof, or (iii) is the government of any foreign country or sovereign state, or of any state, province,   municipality, or other political subdivision thereof, or of any department, agency, public corporation, or   other instrumentality thereof, unless (A) the Account is supported by an irrevocable letter of credit   reasonably satisfactory to the Administrative Agent (as to form, substance, and issuer or domestic   confirming bank) that has been delivered to the Administrative Agent and is directly drawable by the   Administrative Agent, or (B) the Account is covered by credit insurance in form, substance, and amount,   and by an insurer, reasonably satisfactory to the Administrative Agent,   (g)  Accounts with respect to which the Account Debtor is either (i) the United States or any   department, agency, or instrumentality of the United States (exclusive, however, of Accounts with respect     





 







   -9-   6553436v9   to which Borrowers have complied, to the reasonable satisfaction of the Administrative Agent, with the   Assignment of Claims Act, 31 USC §3727), or (ii) any state of the United States,   (h)  Accounts with respect to which the Account Debtor is a creditor of a Borrower, has or has   asserted a right of recoupment or setoff, or has disputed its obligation to pay all or any portion of the   Account, to the extent of such claim, right of recoupment or setoff, or dispute,   (i)  Accounts with respect to an Account Debtor whose total obligations owing to Borrowers   exceed 10% (such percentage, as applied to a particular Account Debtor, being subject to reduction by   Agent in its Permitted Discretion if the creditworthiness of such Account Debtor deteriorates) of all   Eligible Accounts, to the extent of the obligations owing by such Account Debtor in excess of such   percentage; provided, that, in each case, the amount of Eligible Accounts that are excluded because they   exceed the foregoing percentage shall be determined by Agent based on all of the otherwise Eligible   Accounts prior to giving effect to any eliminations based upon the foregoing concentration limit,   (j)  Accounts with respect to which the Account Debtor is subject to an Insolvency Proceeding, is   not Solvent, has gone out of business, or as to which any Borrower has received notice of an imminent   Insolvency Proceeding or a material impairment of the financial condition of such Account Debtor,   (k)  Accounts, the collection of which, the Administrative Agent, in its Permitted Discretion,   believes to be doubtful, including by reason of the Account Debtor’s financial condition,   (l)  Accounts that are not subject to a valid and perfected first priority Administrative Agent’s   Lien,   (m)  Accounts with respect to which (i) the goods giving rise to such Account have not been   shipped and billed to the Account Debtor, or (ii) the services giving rise to such Account have not been   performed and billed to the Account Debtor,   (n)  Accounts with respect to which the Account Debtor is a Sanctioned Person or Sanctioned   Entity,   (o)  Accounts that represent the right to receive progress payments or other advance billings that   are due prior to the completion of performance by the applicable Borrower of the subject contract for   goods or services,   (p)  Accounts in connection with debit memoranda, or   (q)  Accounts on cash on delivery or similar terms.   Eligible Assignee.  Means (a) a Lender; (b) an Affiliate of the Lender; (c) an Approved Fund; and   (d) any other Person (other than a natural person) approved by (i) the Administrative Agent and the   Issuing Bank; and (ii) the Borrowers (such approval not to be unreasonably withheld or delayed);   provided that the Borrowers approval shall not be required if an Event of Default has occurred and is   continuing.  “Eligible Assignee” shall not include any of the Borrowers or any of the Borrowers’   Affiliates or Subsidiaries.   EMU Legislation.  Means the legislative measures of the European Council for the introduction   of, changeover to or operation of a single or unified European currency.     





 







   -10-   6553436v9   Environmental Laws.  Means, with respect to any applicable jurisdictions, the federal, state,   provincial, municipal, local and foreign laws, principles of common law or civil law, regulations, by-laws,   guidelines and codes, as such laws, principles, regulations, by-laws and guidelines and codes may be   amended from time to time, as well as orders, decrees, judgments, seizures or injunctions issued,   promulgated, approved or entered thereunder relating to pollution, protection of the environment, or   protection of the public from pollution or employee health and safety, including, but not limited to the   Release or threatened Release of Hazardous Substances into the environment or otherwise relating to the   presence, manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of   Hazardous Substances.   ERISA.  Means the Employee Retirement Income Security Act of 1974, as amended from time to   time.    Euro or EUR.  Means the lawful currency of the Participating Member States introduced in   accordance with the EMU Legislation.   Eurodollar Breakage Fee.  Has the meaning set forth in § 5.9(a).   Eurodollar Business Day.  Means any Business Day on which commercial banks are open for   international business (including dealings in Dollar deposits) in London, England or such other   Eurodollar interbank market as may be selected by the Lender in its sole discretion acting in good faith.   Eurodollar Rate Loans.  Means Revolving Credit Loans bearing interest calculated by reference   to the Eurodollar Rate.   Eurodollar Rate.  Means, relative to any Interest Period, (a) for Eurodollar Rate Loans   denominated in Dollars, the offered rate for deposits of U.S. Dollars in an amount approximately equal to   the amount of the requested Eurodollar Rate Loan for a term coextensive with the designated Interest   Period which the British Bankers’ Association fixes as its LIBOR rate, and (b) for Eurodollar Rate Loans   denominated in any Alternative Currency, the offered rate for deposits of such Alternative Currency in an   amount approximately equal to the amount of the requested Eurodollar Rate Loan for a term coextensive   with the designated Interest Period shown in the appropriate page of Reuters Monitor Money Rates   Service (or any successor thereto providing rate quotations comparable to those currently provided by   such service, as determined by the Administrative Agent in its commercially reasonable discretion) which   the British Bankers’ Association fixes as its LIBOR rate for such Alternative Currency, in each case, as of   11:00 a.m. London time on the day which is two London Banking Days prior to the beginning of such   Interest Period.  If such day is not a London Banking Day, the Eurodollar Rate shall be determined on the   next preceding day which is a London Banking Day.  If for any reason the Administrative Agent cannot   determine such offered rate by the British Bankers’ Association, the Administrative Agent may, in its   discretion, select a replacement index based on the arithmetic mean of the quotations, if any, of the   interbank offered rate by first class banks in London or New York for deposits in comparable amounts,   currencies and maturities.   Eurodollar Reserve Percentage.  Means, with respect to any currency, a fraction (expressed as a   decimal), the numerator of which is the number one and the denominator of which is the number one   minus the aggregate of the maximum reserve, liquid asset, fees or similar requirements (including any   marginal, special, emergency or supplemental reserves or other requirements) established by any central   bank, monetary authority, the FRB, the Financial Services Authority of England, the European Central   Bank or other Governmental Authority for any category of deposits or liabilities customarily used to fund   loans in such currency, expressed in the case of each such requirement as a decimal.  Such reserve   percentages shall, in the case of Dollar denominated Revolving Credit Loans, include those imposed     





 







   -11-   6553436v9   pursuant to Regulation D of the FRB.  Eurodollar Loans shall be deemed to be subject to such reserve,   liquid asset or similar requirements without benefit of or credit for proration, exemptions or offsets that   may be available from time to time to any Lender under any applicable law, rule or regulation, including   Regulation D.  The Eurodollar Reserve Percentage shall be adjusted automatically on and as of the   effective date of any change in any reserve, liquid asset or similar requirement.   Event of Default.  Has the meaning set forth §12.1.   Excluded Taxes.  Means, with respect to the Administrative Agent, any Lender, the Issuing Bank   or any other recipient of any payment to be made by or on account of any obligation of any Borrower   hereunder, (a) taxes imposed on or measured by its overall net income (however denominated), and   franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction (or any political subdivision   thereof) under the laws of which such recipient is organized or in which its principal office is located or,   in the case of any Lender, in which its applicable lending office is located, (b) any branch profits taxes   imposed by the United States of America or any similar tax imposed by any other jurisdiction in which   such Borrower is located and (c) in the case of a Foreign Lender (other than an assignee pursuant to a   request by any Borrower under § 5.14), any withholding tax that is imposed on amounts payable to such   Foreign Lender at the time such Foreign Lender becomes a party hereto (or designates a new lending   office) or is attributable to such Foreign Lender’s failure or inability (other than as a result of a Change in   Law) to comply with § 5.14, except to the extent that such Foreign Lender (or its assignor, if any) was   entitled, at the time of designation of a new lending office (or assignment), to receive additional amounts   from such Borrower with respect to such withholding tax pursuant to § 5.13.   Existing Credit Facility.  Means the credit facility and term loan in place as of the date of this   Agreement pursuant to that certain Multicurrency Revolving Credit and Term Loan Agreement dated as   of July 20, 2007 by and among LoJack Corporation, the U.S. Borrowers, Canadian Borrowers, Foreign   Borrowers and Guarantors party thereto and Citizens Bank, N.A., as Lender Administrative Agent, Lead   Arranger and Issuing Bank, Royal Bank of Canada as the Canadian Lender and the lending institutions   party thereto, as amended by that certain Waiver Agreement dated as of September 22, 2009.   Existing TD Letters of Credit.  Means (x) the standby letter of credit issued by TD Bank, N.A. for   the account of LoJack on September 28, 2010 (L/C Number SB20003968) and (y) the standby letter of   credit issued by TD Bank, N.A. for the account of LoJack on January 26, 2010 (L/C Number   SB20003483).   Federal Funds Rate.  Means, for any day, the rate per annum equal to the weighted average of the   rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by   Federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the   Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal   Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so   published on the next succeeding Business Day, and (b) if no such rate is so published on such next   succeeding Business Day, the Federal Funds Rate for such day shall be the average rate (rounded upward,   if necessary, to a whole multiple of 1/100 of 1%) charged to the Administrative Agent on such day on   such transactions as determined by the Administrative Agent.   Fifth Amendment Date.  Means September 19, 2014.   FRB.  Means the Board of Governors of the Federal Reserve Systems of the United States.   Foreign Lender.  Means, with respect to any Borrower, any Lender that is organized under the   laws of a jurisdiction other than that in which such Borrower is resident for tax purposes.  For purposes of     





 







   -12-   6553436v9   this definition, the United States of America, each State thereof and the District of Columbia shall be   deemed to constitute a single jurisdiction.   Foreign Person.  Means any Person that is organized under the laws of a jurisdiction other than   the Unites States, a state thereof or the District of Columbia.   Foreign Subsidiary/Foreign Subsidiaries.  Means, any Subsidiary of any of the Borrowers not   organized under the laws of the United States or any state thereof existing as of the date hereof or which   is acquired or created after the date hereof.   Fund.  Means any Person (other than a natural person) that is (or will be) engaged in making,   purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the   ordinary course of its business.   Funded Debt to EBITDA Ratio.  Has the meaning set forth in §10.2.   Generally accepted accounting principles or GAAP.  Means the generally accepted accounting   principles in the United States set forth in the opinions and pronouncements of the Accounting Principles   Board and the American Institute of Certified Public Accountants and statements and pronouncements of   the Financial Accounting Standards Board or such other principles as may be approved by a significant   segment of the accounting profession in the United States that are applicable to the circumstances as of   the date of determination, consistently applied.   Governmental Authority means any nation or government, any state or other political subdivision   thereof, any agency, authority, instrumentality, regulatory body, court, administrative tribunal, central   bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers   or functions of or pertaining to government.   Guarantee.  Means as to any Person, any (a) any obligation, contingent or otherwise, of such   Person guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation   payable or performable by another Person (the “primary obligor”) in any manner, whether directly or   indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase or pay (or   advance or supply funds for the purchase or payment of) such Indebtedness or other obligation, (ii) to   purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such   Indebtedness or other obligation of the payment or performance of such Indebtedness or other obligation,   (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity or   level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such   Indebtedness or other obligation, or (iv) entered into for the purpose of assuring in any other manner the   obligee in respect of such Indebtedness or other obligation of the payment or performance thereof or to   protect such obligee against loss in respect thereof (in whole or in part), or (b) any Lien on any assets of   such Person securing any Indebtedness or other obligation of any other Person, whether or not such   Indebtedness or other obligation is assumed by such Person.  For purposes of calculating Indebtedness,   the amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount   of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not   stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by   the guaranteeing Person in good faith.  The term “Guarantee” as a verb has a corresponding meaning.   Guarantor; Guaranty.  Has the meaning set forth in the Preamble.   Hazardous Substances.  Means any waste, contaminant, pollutant, hazardous substance, toxic   substance, hazardous waste, special waste, industrial substance or waste, radio-active materials, petroleum     





 







   -13-   6553436v9   or petroleum-derived substance or waste, or any constituent or combination of any such substance or   waste, which substance, contaminant, pollutant or material or waste is or shall hereafter become regulated   under, governed by, or defined by any Environmental Law.   Honor Date.  Means the date of any payment by the Issuing Bank under a Letter of Credit.   Immaterial Foreign Subsidiary.  Means a Foreign Subsidiary designated as such by LoJack,   provided, that (a) none of the obligations or Indebtedness of such Foreign Subsidiary are Guaranteed by   LoJack, any of the Borrowers and/or any Guarantor, and (b) after giving effect to such designation, the   aggregate net tangible assets (excluding therefrom any shares or all of the equity interests held by any   designated Foreign Subsidiary in another Foreign Subsidiary) of all Foreign Subsidiaries so designated   does not exceed the Dollar Equivalent of $2,000,000 and the EBITDA for such Foreign Subsidiary does   not represent more than five percent (5%) of Consolidated EBITDA.   Indebtedness.  Means as to any Person at a particular time, without duplication, all of the   following, whether or not included as indebtedness or liabilities in accordance with GAAP:   (a) all obligations of such Person for borrowed money and all obligations of such Person   evidenced by bonds, debentures, notes, loan agreements or other similar instruments;   (b) all direct or contingent obligations of such Person arising under letters of credit   (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds and similar   instruments;   (c) for the purposes of §§ 12.1(f) and 9.1 only, net obligations of such Person under any   Swap Contract or similar type of agreement;   (d) all obligations of such Person to pay the deferred purchase price of property or services   (other than trade accounts payable in the ordinary course of business);   (e) indebtedness (excluding prepaid interest thereon) secured by a Lien on property owned or   being purchased by such Person (including indebtedness arising under conditional sales or other title   retention agreements), whether or not such indebtedness shall have been assumed by such Person or is   limited in recourse; and   (f) all Guarantees of such Person in respect of any of the foregoing.   For all purposes hereof, the Indebtedness of any Person shall include the Indebtedness of any   partnership or joint venture (other than a joint venture that is itself a corporation or limited liability   company) in which such Person is a general partner or a joint venturer, unless such Indebtedness is   expressly made non-recourse to such Person.  The amount of any net obligation under any Swap Contract   on any date shall be deemed to be the Swap Termination Value thereof as of such date.   Indemnified Taxes.  Means Taxes other than Excluded Taxes.   Indemnified Liabilities.  Has the meaning set forth §14.3.   Indemnitees.  Has the meaning set forth §14.3.     





 







   -14-   6553436v9   Intellectual Property.  Means all rights, title and interests in or relating to intellectual property and   industrial property arising under any Requirement of Law and all IP Ancillary Rights relating thereto,   including all Copyrights, Patents, Trademarks, Internet Domain Names, Trade Secrets and IP Licenses.   Intellectual Property Security Agreements.  Means those certain intellectual property security   agreements dated as of the date hereof by and between the Administrative Agent and Borrowers relating   to each Borrower’s respective Copyrights, Patents and Trademarks.   Interest Payment Date.  Means (a) as to any Eurodollar Rate Loan having an Interest Period of   three months or less, the last Business Day of such Interest Period, (b) as to any Base Rate Loan, the last   day of the calendar month with respect to interest accrued during such calendar month, including, without   limitation, the calendar month which includes the Drawdown Date of such Base Rate Loan, and (c) as to   any Eurodollar Rate Loan having an Interest Period of greater than three months, the date that is three   months following the beginning of such Interest Period and the last Business Day of the applicable   Interest Period.   Interest Period.  Means, with respect to each Eurodollar Rate Loan, (i) initially, the period   commencing on the Closing Date and ending one (1), two (2), or three (3) months thereafter, as the case   may be, or, subject to currency requirements to the extent that the Revolving Credit Loan is made in an   Alternative Currency, six (6) months, as the applicable Borrower may select; and (ii) thereafter, the period   commencing on the last day of the preceding Interest Period, and ending one (1), two (2), or three (3)   months thereafter, as the case may be, or, subject to currency requirements to the extent that the   Revolving Credit Loan is made in an Alternative Currency, six (6) months, as the applicable Borrower   may select; provided that all of the foregoing provisions relating to Interest Periods are subject to the   following:   (a) Interest Periods for Eurodollar Rate Loans in connection with which any Borrower has or   may incur hedging obligations with any of the Lenders shall be of the same duration as the relevant   periods set forth under the applicable hedge contract.   (b) if any Interest Period with respect to a Eurodollar Rate Loan would otherwise end on a   day that is not a Eurodollar Business Day, that Interest Period shall be extended to the next succeeding   Eurodollar Business Day unless the result of such extension would be to carry such Interest Period into   another calendar month, in which event such Interest Period shall end on the immediately preceding   Eurodollar Business Day;   (c) any Interest Period relating to any Eurodollar Rate Loan that begins on the last Eurodollar   Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the   calendar month at the end of such Interest Period) shall end on the last Eurodollar Business Day of a   calendar month; and   (d) any Interest Period relating to any Revolving Credit Loan that would otherwise extend   beyond the Maturity Date shall end on the Maturity Date.     Notwithstanding the foregoing, if an Event of Default has occurred and is continuing, the Interest   Period shall be one (1) month or such other period as approved by the Administrative Agent.   Internet Domain Names.  Means all rights, title and interests (and all related IP Ancillary Rights)   arising under any Requirement of Law in or relating to Internet domain names.     





 







   -15-   6553436v9   Inventory  Means any "inventory," as such term is defined in the Code, now owned or hereafter   acquired by any Loan Party, wherever located, and in any event including inventory, merchandise, goods   and other personal property that are held by or on behalf of any Loan Party for sale or lease or are   furnished or are to be furnished under a contract of service, or that constitute raw materials, work in   process, finished goods, returned goods, supplies or materials of any kind, nature or description used or   consumed or to be used or consumed in such Loan Party's business or in the processing, production,   packaging, promotion, delivery or shipping of the same, including other supplies and embedded software.   Investment.  Means, as to any Person, any direct or indirect acquisition or investment by such   Person, whether by means of (a) the purchase or other acquisition of capital stock or other securities of   another Person, (b) a loan, advance or capital contribution to, Guarantee or assumption of debt of, or   purchase or other acquisition of any other debt or equity participation or interest in, another Person,   including any partnership or joint venture interest in such other Person, or (c) the purchase or other   acquisition (in one transaction or a series of transactions) of assets of another Person that constitute a   business unit.  For purposes of covenant compliance, the amount of any Investment shall be the amount   actually invested, without adjustment for subsequent increases or decreases in the value of such   Investment.   IP Ancillary Rights.  Means, with respect to any other Intellectual Property, as applicable, all   foreign counterparts to, and all divisionals, reversions, continuations, continuations-in-part, reissues,   reexaminations, renewals and extensions of, such Intellectual Property and all income, royalties, proceeds   and liabilities at any time due or payable or asserted under or with respect to any of the foregoing or   otherwise with respect to such Intellectual Property, including all rights to sue or recover at law or in   equity for any past, present or future infringement, misappropriation, dilution, violation or other   impairment thereof, and, in each case, all rights to obtain any other IP Ancillary Right.   “IP License” means all Contractual Obligations (and all related IP Ancillary Rights), whether   written or oral, granting any right, title or interest in or relating to any Intellectual Property.   Issuing Bank.  Means, as applicable, (i) TD Bank, N.A. in its capacity as issuer of the Existing   TD Letters of Credit, and (ii) Citizens Bank, N.A., in its capacity as issuer of all other letters of credit, or   any successor issuer of letters of credit hereunder (including those Letters of Credit issued by Citizens   Bank, N.A. for the account of the Borrowers and in effect on the Sixth Amendment Date).   Judgment Currency.  Has the meaning set forth in §12.3.   Landlord Agreements.  Has the meaning set forth in §6.2(k).   L/C Advance.  Means, with respect to any Revolving Credit Lender, such Revolving Credit   Lender’s funding of its participation in any L/C Borrowing in accordance with its Applicable Percentage   of the Revolving Credit Commitment.   L/C Borrowing.  Means an extension of credit resulting from a drawing under any Letter of   Credit which has not been reimbursed on the date when made or refinanced pursuant to a Revolving   Credit Loan.   L/C Credit Extension.  Means, with respect to any Letter of Credit, the issuance thereof or   extension of the expiry date thereof, or the renewal or increase of the amount thereof.   L/C Obligations.  Means, as of any date of determination, with respect to the Revolving Credit   Loans, the Drawing Amount of all outstanding Letters of Credit plus the aggregate of all unreimbursed   amounts in connection therewith, including the Unreimbursed Amounts.       





 







   -16-   6553436v9   Lead Arranger.  Citizens Bank, N.A.   Lenders.  Means the Revolving Credit Lenders listed on Schedule 2 hereto and any financial   institutions which become a party hereto pursuant to the terms of §14.6 in their individual capacity, and   “Lenders” means all of such financial institutions.   Lending Office.  Means, as to any Lender, the  offices and branches of such Lender and its   Affiliates listed on Schedule 3 hereto (as may be amended from time to time), or such other office or   branch as a Lender may from time to time notify the Borrowers and the Administrative Agent.   Letter(s) of Credit.  Has the meaning set forth in §2.2.1.    Letter of Credit Application.  Means an application and agreement for the issuance or amendment   of a Letter of Credit in the form from time to time in use by the Issuing Bank.   Letter of Credit Expiration Date.  Means, with respect to each Letter of Credit, the day that is five   (5) days prior to the Maturity Date with respect to Revolving Credit Loans (or, if such day is not a   Business Day, the next preceding Business Day).   Letter of Credit Sub-limit.  Means, with respect to the Revolving Credit Loan, an amount not to   exceed $3,000,000.  The Letter of Credit Sub-limit is part of, and not in addition to, the Commitment.   Lien  means any mortgage, pledge, hypothecation, assignment, deposit arrangement,   encumbrance, lien (statutory or other), charge, or preference, priority or other security interest or   preferential arrangement of any kind or nature whatsoever (including any conditional sale or other title   retention agreement, and any capitalized lease obligation having substantially the same economic effect as   any of the foregoing).   Loan Party/Loan Parties.  Means, collectively, the Borrowers and the Guarantors.   Loan Cap.  Means, at any time of calculation, the least of (x) the Revolving Credit Commitment   minus the Agreed Reserve in effect at such time, (y) the Borrowing Base, and (z) solely during the period   commencing on the Sixth Amendment Date and ending on the date on which the Borrowing Base   Certificate is due for the month ending March 31, 2015, $7,000,000.   Loan Documents.  Means this Credit Agreement, the Notes, the Letter of Credit Applications, the   Letters of Credit, the Pledge Agreement, any Additional Pledge Agreement, the Security Agreement,   Intellectual Property Security Agreements, UCC Financing Statements, Landlord Agreements, Borrowing   Base Certificates and any other document and instrument entered into by the Issuing Bank and any of the   Loan Parties or any of their Subsidiaries or in favor of the Issuing Bank and relating to such Letters of   Credit.    Loan Request.  Has the meaning set forth in § 2.1.4.   LoJack Ireland.  Has the meaning set forth in § 11.2(a).   London Banking Day.  Means a day on which dealings in Dollar deposits are transacted in the   London interbank market.   Mandatory Cost.  Has the meaning set forth in Schedule 4.     





 







   -17-   6553436v9   Material Adverse Effect.  Means (a) a material adverse change in, or a material adverse effect   upon, the operations, business, properties, liabilities (actual or contingent), condition (financial or   otherwise) or prospects of the Loan Parties taken as a whole, (b) a material impairment of the ability of   any Loan Party to perform its obligations under any Loan Document to which it is a party, or (c) an   adverse effect upon the legality, validity, binding effect or enforceability against any Loan Party of any   Loan Document to which it is a party.   Material Plan.  Has the meaning set forth in §12.1(h).   Maturity Date.  Means, with respect to the Revolving Credit Loans, July 31, 2017.    Multiemployer Plan.  Means any multiemployer plan within the meaning of (i) Section 4001(a)(3)   of ERISA or (ii) Subsection 147.1(1) of the United States Internal Revenue Code, to which any Borrower   or any related Person makes or is obligated to make contributions, or during the preceding five (5) plan   years, has made or been obligated to make contributions.   New Money Credit Event.  Means with respect to the Issuing Bank, any increase (directly or   indirectly) in the Issuing Bank’s exposure (whether by way of additional credit or banking facilities or   otherwise, including as part of a restructuring) to any Borrower or any Governmental Authority in any   Borrower’s or any applicable Letter of Credit beneficiary’s country occurring by reason of (i) any law,   action or requirement of any Governmental Authority in such Borrower’s or such Letter of Credit   beneficiary’s country, or (ii) any request in respect of external indebtedness of borrowers in such   Borrower’s or such Letter of Credit beneficiary’s country applicable to banks generally which conduct   business with such borrowers, or (iii) any agreement in relation to clause (i) or (ii), in each case to the   extent calculated by reference to the Total Revolving Outstandings prior to such increase.   Notes.  Means, collectively, the Revolving Credit Notes.   Notice of Purchase.  Has the meaning set forth in §2.3(c).   Obligations.  Means any and all indebtedness, obligations and liabilities of the Borrowers to the   Administrative Agent and the Lenders existing on the date of this Agreement or arising thereafter, direct   or indirect, joint or several, absolute or contingent, matured or unmatured, liquidated or unliquidated,   secured or unsecured, arising by contract, operation of law or otherwise, arising or incurred under this   Agreement or any of the other Loan Documents or in respect of the Revolving Credit Loans, the Notes,   any Swap Contract with any Lenders or any Affiliate thereof, Letter of Credit Applications, Letters of   Credit, and Bank Product Obligations or any other instrument at any time evidencing any thereof.    OFAC.  Means The Office of Foreign Assets Control of the U.S. Department of the Treasury.   Organization Documents.  Means (a) with respect to any corporation, the certificate of articles of   incorporation and the by-laws (or equivalent or comparable constitutive documents with respect to any   Canadian or other non-U.S. jurisdiction); (b) with respect to any limited liability company, the certificate   or articles of formation or organization and operating agreement; and (c) with respect to any partnership,   joint venture, trust or other form of business entity, the partnership, joint venture or other applicable   agreement of formation or organization and any agreement, instrument, filing or notice with respect   thereto filed in connection with its formation or organization with the applicable Governmental Authority   in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of   formation or organization of such entity.     





 







   -18-   6553436v9   Other Taxes.  Means all present or future stamp or documentary taxes or any other excise or   property taxes, charges or similar levies arising from any payment made hereunder or under any other   Loan Document or from the execution, delivery or enforcement of, or otherwise with respect to, this   Agreement or any other Loan Document.   Outstanding Amount.  Means (i) with respect to Revolving Credit Loans on any date, the   aggregate outstanding principal amount thereof after giving effect to any borrowings and prepayments or   repayments of Revolving Credit Loans occurring on such date; and (ii) with respect to any L/C   Obligations on any date, the amount of such L/C Obligations on such date after giving effect to any L/C   Credit Extension occurring on such date and any other changes in the aggregate amount of the L/C   Obligations as of such date, including as a result of any reimbursements of outstanding unpaid drawings   under any Letters of Credit or any reductions in the maximum amount available for drawing under Letters   of Credit taking effect on such date.    Overadvance.  Means, as of any date of determination, the amount by which (x) Total Revolving   Outstandings (excluding the Existing TD Letters of Credit) exceeds the Loan Cap, or (y) Total Revolving   Outstandings exceeds the Revolving Credit Commitment.   Patents.  Means all rights, title and interests (and all related IP Ancillary Rights) arising under any   Requirement of Law in or relating to letters patent and applications therefor.   Participant.  Has the meaning specified in §14.6(d).   Participating Member State.  Means each state so described in any EMU Legislation.   PBGC.  Means the United States Pension Benefit Guaranty Corporation and any successor   thereto.   Permit.  Means any approval, consent, waiver, exemption, variance, franchise, order, permit,   certificate, authorization, certificate of authorization, right or license or other approval of or from any   Person or Governmental Authority necessary or required by any laws, regulations, by-laws and orders,   including Environmental Laws, to properly conduct the business of the Borrower or to make substantial   use of the real and immovable property, assets, equipment and facilities owned or leased by the Borrower.   Permitted Acquisitions.  Means acquisitions of Acquired Entities or Businesses during the two   year period from and after the date hereof, with respect to which the aggregate consideration payable by   the Borrowers and their Subsidiaries for all such acquisitions shall not exceed $2,000,000 and which meet   all of the following criteria: (i) no Default or Event of Default has occurred and is continuing or would   result therefrom; and (ii) all transactions related thereto are consummated in accordance with applicable   laws; provided, however, that any acquisition of any Acquired Entity or Business by any Borrower or   Subsidiary that does not satisfy the foregoing criteria is permitted where (x) the Borrower or Subsidiary   obtains written consent of the Required Lenders, to be granted in their sole and absolute discretion, and   (y) if in the Lenders’ discretion the Acquired Entity is material and is not a Foreign Subsidiary,   concurrently with the consummation of such acquisition, the acquired entity becomes a Guarantor   hereunder or, at the request of LoJack, a Borrower and executes any and all documents and instruments   reasonably required by the Administrative Agent to that effect.   Permitted Discretion.  Means a determination made in the exercise of reasonable (from the   perspective of a secured asset-based lender) business judgment.   Permitted Investments.  Means any investments permitted under § 9.3.     





 







   -19-   6553436v9   Person. Means any individual, corporation, partnership, trust, unincorporated association,   business, joint venture, or other legal entity, and any government or any governmental agency or political   subdivision thereof.   Plan.  Means any employee benefit plan as defined in Section 3(3) of ERISA (whether governed   by the laws of the United States or otherwise).   Pledge Agreement.  Has the meaning set forth in § 11.2.   Pledged Equity.  Has the meaning set forth in § 11.2.   Property.  Means , as to any Person, all types of real, personal, tangible, intangible or mixed   property owned by such Person or in which such Person has the right, title or interest, whether or not such   property is included in the balance sheet of such Person and its subsidiaries under GAAP.   Qualified Domestic Cash.  Means, as of any date of determination, unencumbered (other than   Liens created pursuant to the Loan Documents) cash denominated in Dollars and maintained in the United   States with Citizens Bank, N.A.   Quick Assets.  Means Consolidated Current Assets minus Inventory.   Receiver.  Has the meaning set forth in §12.1(k).   Receivable Reserves.  Means, as of any date of determination, those reserves that the   Administrative Agent deems necessary or appropriate, in its Permitted Discretion and subject to §2.1.8,   but without duplication of Dilution Reserves, to establish and maintain (including reserves for rebates,   discounts, warranty claims, and returns) with respect to the Eligible Accounts or the Revolving Credit   Commitment.   Reference Period.  As of any date of determination, the period of four (4) consecutive fiscal   quarters of the Borrowers and their Subsidiaries ending on such date, or if such date is not a fiscal quarter   end date, the period of four (4) consecutive fiscal quarters most recently ended (in each case treated as a   single accounting period).    Register.  Has the meaning set forth in §14.6(c).   Related Parties.  Means, with respect to any Person, such Person’s Affiliates and the partners,   directors, officers, employees, agents and advisors of such Person and of such Person’s Affiliates.   Release.  Means any release, issuance, spill, emission, leaking, pumping, injection, deposit,   disposal, discharge, dispersal, leaching or migration into the indoor or outdoor environment or into or out   of any property, including the movement of Hazardous Substances through or in the air, soil, surface   water, ground water, or property other than in compliance with all Environmental Laws, Permits, and   Leases.   Report.  Has the meaning set forth in §13.10(a).   Required Lenders.  Means, as of any date of determination, Lenders having more than sixty six   and two thirds percent (66 2/3%) of the Total Revolving Outstandings (with the aggregate amount of each   Lender’s risk participation and funded participation in L/C Obligations being deemed “held” by such   Lender for purposes of this definition); provided, that the Commitment of, and the portion of the Total     





 







   -20-   6553436v9   Revolving Outstandings held or deemed held by any Defaulting Lender shall be excluded for purposes of   making a determination of Required Lenders; and provided, further, that in the event that there are only   two Lenders, “Required Lenders” shall be both such Lenders.     Requirements of Law.  Means, with respect to any Person, collectively, the common law and all   federal, state, local, foreign, multinational or international laws, statutes, codes, treaties, standards, rules   and regulations, guidelines, ordinances, orders, judgments, writs, injunctions, decrees (including   administrative or judicial precedents or authorities) and the interpretation or administration thereof by,   and other determinations, directives, requirements or requests of, any Governmental Authority, in each   case whether or not having the force of law and that are applicable to or binding upon such Person or any   of its property or to which such Person or any of its property is subject.   Reserves.  Means, as of any date of determination, those reserves (other than Receivable Reserves   and Dilution Reserves) that the Administrative Agent deems necessary or appropriate, in its Permitted   Discretion and subject to §2.1.8, to establish and maintain (including reserves with respect to (a) sums   that any Borrower are required to pay under any Section of this Agreement or any other Loan Document   (such as taxes, assessments, insurance premiums, or, in the case of leased assets, rents or other amounts   payable under such leases) and has failed to pay, and (b) amounts owing by any Loan Party to any Person   to the extent secured by a Lien on, or trust over, any of the Collateral (other than a Permitted Lien), which   Lien or trust, in the Permitted Discretion of the Administrative Agent likely would have a priority   superior to the Administrative Agent’s Liens (such as Liens or trusts in favor of landlords,   warehousemen, carriers, mechanics, materialmen, laborers, or suppliers, or Liens or trusts for ad valorem,   excise, sales, or other taxes where given priority under applicable law) in and to such item of the   Collateral) with respect to the Borrowing Base or the Revolving Credit Commitment.   Responsible Officer.  Means the Executive Chairman, Chief Executive Officer, President, Vice-   President, Chief Financial Officer, Treasurer or Assistant Treasurer of each Borrower.  Any document   delivered hereunder that is signed by a Responsible Officer shall be conclusively presumed to have been   authorized by all necessary corporate, partnership and/or other action and such Responsible Officer shall   be conclusively presumed to have acted on behalf of the applicable Borrower.   Revaluation Date.  Means (a) with respect to any Revolving Credit Loan, each of the following:   (i) each date of a borrowing of a Eurodollar Rate Loan denominated in an Alternative Currency, (ii) each   date of a continuation of a Eurodollar Rate Loan denominated in an Alternative Currency, and (iii) after   the occurrence of an Event of Default, such additional dates as the Administrative Agent shall require;   and (b) with respect to any Letter of Credit, each of the following: (i) each date of issuance of a Letter of   Credit denominated in an Alternative Currency, (ii) each date of an amendment of any such Letter of   Credit having the effect of increasing the amount thereof (solely with respect to the increased amount),   (iii) each date of any payment by the Issuing Bank under any Letter of Credit denominated in an   Alternative Currency, and (iv) after the occurrence of an Event of Default, such additional dates as the   Issuing Bank shall require.   Revolving Credit Commitment.  Means the sum of the Commitments of each Lender to make   Revolving Credit Loans and purchase participations in L/C Extensions relating to Letters of Credit   (subject to the applicable Letter of Credit Sub-limit) in an aggregate principal amount not to exceed the   Dollar Equivalent of Twelve Million Dollars ($12,000,000) outstanding at any time, as such amount may   be adjusted from time to time in accordance with this Agreement (including, without limitation, under   §2.1.2).     





 







   -21-   6553436v9   Revolving Credit Exposure.  Means, with respect to any Lender at any time, the sum of the   outstanding principal amount of such Lender’s Revolving Credit Loans and its participation in L/C   Obligations and Swing Line Loans at such time.   Revolving Credit Facility.  Means the revolving credit loan facility provided by the Lenders to the   Borrowers.   Revolving Credit Lenders.  The Lenders set forth on Schedule 2 hereto as Revolving Credit   Lenders, acting in their role as makers of Revolving Credit Loans or as participants with respect to Letters   of Credit to the Borrowers, together with any other Person who becomes an assignee of any rights and   obligations of a Revolving Credit Lender pursuant to §14.6.    Revolving Credit Loans.  Means Revolving Credit Loans made or to be made by the Lenders to   the Borrowers pursuant to §2.1 hereof.   Revolving Credit Notes.  Means the promissory notes of the Borrowers evidencing the Revolving   Credit Loans dated as of the date hereof.   Sanctioned Entity.  Means (a) a country or a government of a country, (b) an agency of the   government of a country, (c) an organization directly or indirectly controlled by a country or its   government, or (d) a Person resident in or determined to be resident in a country, in each case, that is   subject to a country sanctions program administered and enforced by OFAC.   Sanctioned Person.  Means a person named on the list of Specially Designated Nationals   maintained by OFAC.   Second Amendment Date.  Means December 29, 2010.   Secured Party.  Means the Lenders, the Administrative Agent, each other Indemnitee and any   other holder of any Obligation of any Loan Party.   Security Agreement.  Means a security agreement, in substantially the form of Exhibit  C, among   the Administrative Agent, the Borrowers and Guarantors from time to time party thereto.   Sixth Amendment.  Means the Sixth Amendment to Multicurrency Revolving Credit Agreement   and Special Waiver, dated as of the Sixth Amendment Date, among the Borrowers, the Guarantors, the   Lenders and the Administrative Agent.   Sixth Amendment Date.  Means April 28, 2015.   Spot Rate.  Means, for a currency, the rate reasonably determined by the Administrative Agent to   be the rate quoted by the Person acting in such capacity as the spot rate for the purchase by such Person of   such currency with another currency through its principal foreign exchange trading office at   approximately 11:00 a.m. Boston, Massachusetts time on the date two (2) Business Days prior to the date   as of which the foreign exchange computation is made; provided that the Administrative Agent may   obtain such spot rate from another financial institution designated by the Administrative Agent if the   Person acting in such capacity does not have as of the date of determination a spot buying rate for any   such currency; and provided further that the Administrative Agent may use such spot rate quoted on the   date as of which the foreign exchange computation is made in the case of any Letter of Credit   denominated in an Alternative Currency.     





 







   -22-   6553436v9   Subsidiary.  Means any corporation, association, trust, or other business entity of which the   designated parent shall as of the date of any determination own directly or indirectly through a Subsidiary   or Subsidiaries at least a majority of the outstanding Capital Stock or other interest entitled to vote   generally.   Swap Contract.  Means (a) any and all rate swap transactions, basis swaps, credit derivative   transactions, forward rate transactions, commodity swaps, commodity options, forward commodity   contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or   forward bond or forward bond price or forward bond index transactions, interest rate options, forward   foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap   transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar   transactions or any combination of any of the foregoing (including any options to enter into any of the   foregoing), whether or not any such transaction is governed by or subject to any master agreement, and   (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and   conditions of, or governed by, any form of master agreement published by the International Swaps and   Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master   agreement (any such master agreement, together with any related schedules, a “Master Agreement”),   including any such obligations or liabilities under any Master Agreement.   Swap Termination Value.  Means, in respect of any one or more Swap Contracts, after taking into   account the effect of any legally enforceable netting agreement relating to such Swap Contracts, (a) for   any date on or after the date such Swap Contracts have been closed out and termination value(s)   determined in accordance therewith, such termination value(s), and (b) for any date prior to the date   referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Swap   Contracts, as determined based upon one or more mid-market or other readily available quotations   provided by any recognized dealer in such Swap Contracts (which may include the Administrative Agent   or any Affiliate of the Administrative Agent).   Swing Line Advances.  Means a Base Rate Loan made by the Swing Line Lender pursuant to   §2.3.   Swing Line Commitment.  Means zero dollars ($0.00) as of the Closing Date.  Upon written   request to Administrative Agent and subject to approval of the Lenders (to be granted in the Lenders’ sole   discretion), the Borrowers may from time to time request an increase in the Swing Line Commitment.   Swing Line Lender.  Citizens Bank, N.A.   Swing Line Facility.  Has the meaning set forth in §2.3(a).   Swing Loan Purchase Price.  Has the meaning set forth in §2.3(c).   TARGET.  Means the Trans-European Automated Real-time Gross Settlement Express Transfer   (TARGET) payment system (or, if such payment system ceases to be operative, such other payment   system (if any) reasonably determined by the Administrative Agent to be a suitable replacement) for the   settlement of payments in euro.   Taxes.  Means all present or future taxes, levies, imposts, duties, deductions, withholdings,   assessments, fees or other charges imposed by any Governmental Authority, including any interest,   additions to tax or penalties applicable thereto.   Third Amendment Date.  Means March 29, 2013.     





 







   -23-   6553436v9   Total Revolving Outstandings.  Means the aggregate Outstanding Amount of all Revolving Credit   Loans and L/C Obligations.    Trademarks.  Means all rights, title and interests (and all related IP Ancillary Rights) arising   under any Requirement of Law in or relating to trademarks, trade names, corporate names, company   names, business names, fictitious business names, trade styles, service marks, logos and other source or   business identifiers and, in each case, all goodwill associated therewith, all registrations and recordations   thereof and all applications in connection therewith.   Trade Secrets.  Means all right, title and interest (and all related IP Ancillary Rights) arising   under any Requirement of Law in or relating to trade secrets know-how and other confidential or   proprietary technical, business and other information, including manufacturing and production processes   and techniques, research and development information, technology, drawings, specifications, designs,   plans, proposals, technical data, financial, marketing and business data, pricing, and cost information,   business and marketing plans, customer and supplier lists and information, and all rights in any   jurisdiction to limit the use or disclosure thereof.   Type.  Means, with respect to a Revolving Credit Loan, its character as a Base Rate Loan or   Eurodollar Rate Loan.   UCC.  Means the Uniform Commercial Code of any applicable jurisdiction and, if the applicable   jurisdiction shall not have any Uniform Commercial Code, the Uniform Commercial Code as in effect in   the Commonwealth of Massachusetts.   Unreimbursed Amount.  Has the meaning set forth in §2.2.3(b).   Unused Revolving Credit Commitment.  Means, at any time, the Revolving Credit Commitment   then in effect (net of the Agreed Reserve then in effect) minus the Total Revolving Outstandings at such   time.  For purposes of calculating the Unused Revolving Credit Commitment with respect to Revolving   Credit Loans in Alternative Currencies, the Administrative Agent shall use the Dollar Equivalent of such   Alternative Currency, calculated on the basis of the Spot Rate for such Alternative Currency, on or as of   the most recent Revaluation Date provided for in § 1.3(a).     U.S. Subsidiary.  Means any Subsidiary that is organized under the laws of the United States or   any state thereof now existing or formed after the date hereof.    § 1.2 Rules of Interpretation.   (a) A reference to any document or agreement shall include such document or agreement as   amended, modified or supplemented from time to time in accordance with its terms and the terms of this   Agreement.   (b) The singular includes the plural and the plural includes the singular.   (c) A reference to any law includes any amendment or modification to such law.   (d) A reference to any Person includes its permitted successors and permitted assigns.   (e) Accounting terms capitalized but not otherwise defined herein have the meanings   assigned to them by generally accepted accounting principles applied on a consistent basis by the   accounting entity to which they refer.     





 







   -24-   6553436v9   (f) The words “include”, “includes” and “including” are not limiting.   (g) Reference to a particular “§” refers to that section of this Agreement unless otherwise   indicated.   (h) The words “herein”, “hereof”, “hereunder” and words of like import shall refer to this   Agreement as a whole and not to any particular section or subdivision of this Agreement.   § 1.3 Exchange Rates; Currency.    (a) The Administrative Agent shall determine the Spot Rates as of each Revaluation Date to   be used for calculating Dollar Equivalent amounts of Credit Extensions and Outstanding Amounts   denominated in Alternative Currencies.  Such Spot Rates shall become effective as of such Revaluation   Date and shall be the Spot Rates employed in converting any amounts between the applicable currencies   until the next Revaluation Date to occur.  Except for purposes of financial statements delivered by the   Borrowers and the other Loan Parties hereunder or calculating financial covenants hereunder or except as   otherwise provided herein, the applicable amount of any currency (other than Dollars) for purposes of the   Loan Documents shall be such Dollar Equivalent amount as so determined by the Administrative Agent.   (b) Wherever in this Agreement in connection with a borrowing, conversion, continuation or   prepayment of a Eurodollar Rate Loan or the issuance, amendment or extension of a Letter of Credit, an   amount, such as a required minimum or multiple amount, is expressed in Dollars, but such Advance,   Eurodollar Rate Loan, or Letter of Credit is denominated in an Alternative Currency, such amount shall   be the relevant Alternative Currency Equivalent of such Dollar amount (rounded to the nearest unit of   such Alternative Currency, with 0.5 of a unit being rounded upward), as determined by the Administrative   Agent.   § 1.4 Additional Alternative Currencies.    (a) The Borrowers may from time to time request that Eurodollar Rate Loans be made and/or   Letters of Credit be issued in a currency other than those specifically listed in the definition of   “Alternative Currency;” provided that such requested currency is a lawful currency (other than Dollars)   that is readily available and freely transferable and convertible into Dollars.  Each such request shall be   subject to the approval of the Lenders (not to be unreasonably withheld or delayed).   (b) Any such request shall be made to the Administrative Agent not later than 11:00 a.m.,   seven (7) Business Days prior to the date of the desired Credit Extension (or such other time or date as   may be agreed by the Administrative Agent).   (c) Any failure by a Lender to respond to such request within the time period specified in the   preceding sentence shall be deemed to be a refusal by such Lender to permit Eurodollar Rate Loans to be   made or Letters of Credit to be issued in such requested currency.  If the Administrative Agent and the   Lenders consent to making Eurodollar Rate Loans in such requested currency, the Administrative Agent   shall so notify the Borrowers and such currency shall thereupon be deemed for all purposes to be an   Alternative Currency hereunder for purposes of any borrowings of Eurodollar Rate Loans; and if all of the   Lenders consent to the issuance of Letters of Credit in such requested currency, the Administrative Agent   shall so notify the Borrowers and such currency shall thereupon be deemed for all purposes to be an   Alternative Currency hereunder for purposes of any Letter of Credit issuances.  If the Administrative   Agent shall fail to obtain consent to any request for an additional currency under this §1.4, it shall   promptly so notify the Borrowers.      





 







   -25-   6553436v9   § 1.5 Change of Currency.    (a) Each obligation of the Borrowers to make a payment denominated in the national   currency unit of any member state of the European Union that adopts the Euro as its lawful currency after   the date hereof shall be redenominated into Euro at the time of such adoption (in accordance with the   EMU Legislation).  If, in relation to the currency of any such member state, the basis of accrual of interest   expressed in this Agreement in respect of that currency shall be inconsistent with any convention or   practice in the London interbank market for the basis of accrual of interest in respect of the Euro, such   expressed basis shall be replaced by such convention or practice with effect from the date on which such   member state adopts the Euro as its lawful currency; provided that if any borrowing in the currency of   such member state is outstanding immediately prior to such date, such replacement shall take effect, with   respect to such borrowing, at the end of the then current Interest Period.   (b) Each provision of this Agreement shall be subject to such reasonable changes of   construction as the Administrative Agent may from time to time specify to be appropriate to reflect the   adoption of the Euro by any member state of the European Union and any relevant market conventions or   practices relating to the Euro.    (c) Each provision of this Agreement also shall be subject to such reasonable changes of   construction as the Administrative Agent may from time to time specify to be appropriate to reflect a   change in currency of any other country and any relevant market conventions or practices relating to the   change in currency.   § 2. THE MULTICURRENCY REVOLVING CREDIT FACILITY.   § 2.1 The Revolving Credit Facility.   Subject to the terms and conditions set forth herein, the Revolving Credit Lenders shall provide a   multicurrency revolving credit facility to the Borrowers in the form of the Revolving Credit Facility.   § 2.1.1 Commitment to Lend Revolving Credit.     Subject to the terms and conditions set forth in this Agreement, each Revolving Credit Lender   severally agrees to lend to the Borrowers and the Borrowers may borrow, repay, and reborrow from time   to time during the period commencing on the Closing Date and ending on the Business Day immediately   preceding the Maturity Date, upon notice by the Borrowers to the Administrative Agent given in   accordance with §2.1.4, such sums as are requested by the Borrowers in Dollars or one or more   Alternative Currencies; provided, that (i) no Overadvance shall exist after giving effect to such Revolving   Credit Loans, (ii) the Outstanding Amount of the Revolving Credit Loans of any Revolving Credit   Lender, plus such Revolving Credit Lender’s Applicable Percentage of the Outstanding Amount of all   L/C Obligations relating to Letters of Credit shall not exceed such Revolving Credit Lender’s   Commitment, and (iii) the Outstanding Amount of all Revolving Credit Loans denominated in Alternative   Currencies shall not exceed the Alternative Currency Sublimit.  The Revolving Credit Loans to the   Borrowers shall be made pro rata in accordance with each Revolving Credit Lender’s Applicable   Percentage of the Revolving Credit Commitment.  Each request for a Revolving Credit Loan hereunder   shall constitute a representation and warranty by the Borrowers that the conditions set forth in §6, as   applicable, have been satisfied on the date of such request.   § 2.1.2 Termination or Reduction of Revolving Credit Commitment.     





 







   -26-   6553436v9   (a) The Borrowers may, upon notice to the Administrative Agent, terminate the Revolving   Credit Commitment, or from time to time permanently reduce the Revolving Credit Commitment,   whereupon the Commitments of the Revolving Credit Lenders shall be reduced pro rata in accordance   with their respective Applicable Percentage of the Revolving Credit Commitment; provided, that (i) any   such notice shall be received by the Administrative Agent not later than 1:00 p.m. (Boston time), five (5)   Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in a   minimum amount of $1,000,000, (iii) the Borrowers shall not terminate or reduce the Revolving Credit   Commitment if, after giving effect thereto and to any concurrent prepayments hereunder, an Overadvance   would exist, (iv) if, after giving effect to any reduction of the Revolving Credit Commitment, the Letter of   Credit Sublimit shall exceed the amount of the Revolving Credit Commitment, such Letter of Credit   Sublimit shall be automatically reduced by the amount of such excess; and (v) if, after giving effect to any   reduction of the Revolving Credit Commitment, the Alternative Currency Sublimit shall exceed the   amount of the Revolving Credit Commitment, such Alternative Currency Sublimit shall be automatically   reduced by the amount of such excess.   (b) The Revolving Credit Commitment shall be automatically and permanently reduced by   $2,000,000 on each of August 31, 2015 and October 31, 2015.   § 2.1.3 The Revolving Credit Notes.     The Revolving Credit Loans shall be evidenced by separate Revolving Credit Notes of the   Borrowers in form and substance satisfactory to the Revolving Credit Lenders.  The Revolving Credit   Notes shall be payable to the order of each Revolving Credit Lender in an amount equal to the   Commitment of such Revolving Credit Lender, or, if less, the outstanding principal amount of all   Revolving Credit Loans made by such Revolving Credit Lender, plus interest accrued thereon.  Each of   the Borrowers irrevocably authorizes each Revolving Credit Lender to make or cause to be made, in   connection with a Drawdown Date of any Revolving Credit Loan or Honor Date of any Letter of Credit or   at the time of receipt of any payment of principal on the Revolving Credit Note, an appropriate notation   on such Revolving Credit Lender’s records reflecting the making of the Revolving Credit Loan or the   receipt of such payment (as the case may be) and whether such Revolving Credit Loan was made to the   Borrowers, and will, prior to any transfer of such Revolving Credit Lender’s Revolving Credit Note,   endorse on the reverse side thereof the outstanding principal amount of the Revolving Credit Loans   evidenced thereby at the time of such transfer.  The Outstanding Amount of the Revolving Credit Loans   set forth on a Revolving Credit Lender’s record shall be prima facie evidence (absent manifest error) of   the principal amount thereof owing and unpaid to such Revolving Credit Lender, but the failure to record,   or any error in so recording, any such amount shall not limit or otherwise affect the obligations of the   Borrowers hereunder or under the Revolving Credit Note to make payments of principal of or interest on   the Revolving Credit Note when due.   § 2.1.4 Requests for Revolving Credit Loans.     (a) Authorized representatives of the Borrowers from time to time listed on Schedule 2.1   hereof shall give to the Administrative Agent written notice in the form of Exhibit B hereto (or telephonic   notice confirmed in writing or a telecopy in such form) of each Revolving Credit Loan requested   hereunder (a “Loan Request”) not later than 10:00 a.m. (Boston time) (i) on the Business Day of the   proposed Drawdown Date of any Base Rate Loan which is denominated in Dollars; (ii) three (3)   Eurodollar Business Days prior to the Drawdown Date of any Eurodollar Rate Loan, (iii) four (4)   Business Days prior to the Drawdown Date with respect to Revolving Credit Loans to be denominated in   Euros, and (iv) five (5) Business Days with respect to Revolving Credit Loans to be denominated in any   other Alternative Currency.      





 







   -27-   6553436v9   (b) Each such Loan Request shall specify (i) the principal amount of the Revolving Credit   Loan requested, (ii) the currency in which such Revolving Credit Loan shall be denominated; (iii) the   proposed Drawdown Date of such Revolving Credit Loan, (iv) the Interest Period for such Revolving   Credit Loan (if such Revolving Credit Loan is to be a Eurodollar Rate Loan), and (v) whether such   Revolving Credit Loan is to be a Eurodollar Rate Loan or a Base Rate Loan, and shall include a current   Loan Request.  Each Revolving Credit Loan requested shall be in a minimum amount of $100,000 or its   Dollar Equivalent, and, if such Revolving Credit Loan requested is not a Base Rate Loan, shall be   irrevocable and binding on the Borrowers, and shall obligate the Borrowers to accept the Revolving   Credit Loan requested from the Revolving Credit Lenders on the proposed Drawdown Date.     § 2.1.5 Funds for Revolving Credit Loans.     (a) Not later than 1:00 p.m. (Boston time) on the proposed Drawdown Date of any Revolving   Credit Loan, each of the Revolving Credit Lenders will make available to the Administrative Agent, at the   Administrative Agent’s Office, in immediately available funds denominated, as applicable, in Dollars or   the requested Alternative Currency, the amount of such Revolving Credit Lender’s Applicable Percentage   of the requested Revolving Credit Loans.  Upon receipt from each Revolving Credit Lender of such   amount, and upon receipt of the documents required by §6, as applicable, and the satisfaction of the other   conditions set forth therein, to the extent applicable, the Administrative Agent will make available to the   applicable Borrowers, not later than 2:00 p.m. (Boston time) on the proposed Drawdown Date, in   immediately available funds, the aggregate amount of such Revolving Credit Loans made available to the   Administrative Agent by the Revolving Credit Lenders.  The failure or refusal of any Revolving Credit   Lender to make available to the Administrative Agent at the aforesaid time and place on any Drawdown   Date the amount of such Revolving Credit Lender’s Applicable Percentage of the requested Revolving   Credit Loans shall not relieve any other Revolving Credit Lender from its several obligation hereunder to   make available to the Administrative Agent the amount of such other Revolving Credit Lender’s   Applicable Percentage of any requested Revolving Credit Loans.   (b) The Administrative Agent may, unless notified to the contrary by any Revolving Credit   Lender prior to a Drawdown Date, assume that such Revolving Credit Lender has made available to the   Administrative Agent on such Drawdown Date the amount of such Revolving Credit Lender’s Applicable   Percentage of the Revolving Credit Loans to be made on such Drawdown Date, and the Administrative   Agent may (but shall not be required to), in reliance upon such assumption, make available to the   Borrowers a corresponding amount.  If any Revolving Credit Lender makes available to the   Administrative Agent such amount on a date after such Drawdown Date, such Revolving Credit Lender   shall pay to the Administrative Agent on demand an amount equal to the product of (i) the average   computed for the period referred to in clause (iii) below, of the weighted average interest rate paid by the   Administrative Agent for federal funds acquired by the Administrative Agent during each day included in   such period, times (ii) the amount of such Revolving Credit Lender’s Applicable Percentage of such   Revolving Credit Loans, times (iii) a fraction, the numerator of which is the number of days that elapse   from and including such Drawdown Date to the date on which the amount of such Revolving Credit   Lender’s Applicable Percentage of such Revolving Credit Loans shall become immediately available to   the Administrative Agent, and the denominator of which is 365.  A statement of the Administrative Agent   submitted to such Revolving Credit Lender with respect to any amounts owing under this paragraph shall   be prima facie evidence (absent manifest error), of the amount due and owing to the Administrative Agent   by such Revolving Credit Lender.  If the amount of such Revolving Credit Lender’s Applicable   Percentage of such Revolving Credit Loans is not made available to the Administrative Agent by such   Revolving Credit Lender within three (3) Business Days following such Drawdown Date, the   Administrative Agent shall be entitled to recover such amount from the Borrowers on demand, with   interest thereon at the rate per annum applicable to the Revolving Credit Loans made on such Drawdown   Date.     





 







   -28-   6553436v9   § 2.1.6 Maturity of the Revolving Credit Loans.     The Revolving Credit Loans shall be due and payable on the Maturity Date.  Each of the   Borrowers promises to pay in full in cash, on the Maturity Date, all Revolving Credit Loans outstanding   on such date, together with any and all accrued and unpaid interest thereon and any fees and other   amounts owing hereunder with respect to the Revolving Credit Loans.   § 2.1.7 Mandatory Repayments of the Revolving Credit Loans.     If at any time an Overadvance shall exist (whether as a result of fluctuations in currency exchange   rates with respect to the Revolving Credit Facility or otherwise), then the applicable Borrowers shall   immediately pay the amount of such Overadvance to the Administrative Agent for application to the   Obligations.   § 2.1.8 Reserves.   Anything to the contrary in this §2.1 notwithstanding, the Administrative Agent shall   have the right (but not the obligation), in the exercise of its Permitted Discretion, to establish and increase   or decrease Receivable Reserves and other Reserves against the Borrowing Base or the Revolving Credit   Commitment.  The amount of any Receivable Reserve or other Reserve established by the Administrative   Agent shall have a reasonable relationship to the event, condition, other circumstance, or fact that is the   basis for such Receivable Reserve or other Reserve and shall not be duplicative of any other Receivable   Reserve or other Reserve established and currently maintained.  Upon establishment or increase in   Receivable Reserves or other Reserves, or any exclusion from Eligible Accounts, the Administrative   Agent agrees to make itself available to discuss the Receivable Reserve, other Reserve or increase, and   the Borrowers may take such action as may be required so that the event, condition, circumstance, or fact   that is the basis for such Receivable Reserve, other Reserve or increase no longer exists, in a manner and   to the extent reasonably satisfactory to the Administrative Agent in the exercise of its Permitted   Discretion.  In no event shall such opportunity limit the right of the Administrative Agent to establish or   change such Receivable Reserve or other Reserve, unless the Administrative Agent shall have   determined, in its Permitted Discretion, that the event, condition, other circumstance, or fact that was the   basis for such Receivable Reserve or other Reserve or such change no longer exists or has otherwise been   adequately addressed by the Borrowers.   Notwithstanding the foregoing, it is understood and agreed that the Administrative Agent   shall not take any action under this §2.1.8 that would result in an increase in the amount of credit   available to the Borrowers without the approval of the Required Lenders except that the Administrative   Agent may decrease or eliminate Receivable Reserves or other Reserves provided that such combined   actions do not result in more than $50,000 of additional credit being made available to the Borrowers in   the aggregate without the consent of the Required Lenders up to two times (for a total effect of not more   than $100,000) from the Sixth Amendment Date through the Maturity Date (any such adjustment, a   “Permitted Discretionary Adjustment”); provided that, the amount of any Receivable Reserve or other   Reserve may be adjusted based on changes in the facts or circumstances that gave rise thereto (as long as   the methodology for the calculation thereof is not modified in a manner that would make more credit   available to the Borrowers).  The Administrative Agent shall provide written notice of any Permitted   Discretionary Adjustment to each Lender within three (3) business days of making such Permitted   Discretionary Adjustment.   § 2.2 Letters of Credit.   § 2.2.1 Letters of Credit Commitment.     





 







   -29-   6553436v9   (a) Subject to the terms and conditions set forth herein, (i) (1) TD Bank, N.A. agrees to   maintain each of the Existing TD Letters of Credit as Letters of Credit from the Sixth Amendment Date   until the Letter of Credit Expiration Date, (2) from time to time on any Business Day during the period   from the Sixth Amendment Date until the Letter of Credit Expiration Date, Citizens Bank, N.A. agrees to   issue Letters of Credit denominated in Dollars or Alternative Currencies for the account of any of the   Borrowers and any of their respective Subsidiaries under the Revolving Credit Facility (each, a “Letter of   Credit” and, together with the Existing TD Letters of Credit and those Letters of Credit issued by Citizens   Bank, N.A. prior to the Sixth Amendment Date, the “Letters of Credit”) and to amend or renew Letters of   Credit previously issued by it, in accordance with subsection (b) below, and (3) each Issuing Bank agrees   to honor drafts under the Letters of Credit issued thereby; and (ii) the Revolving Credit Lenders severally   agree to participate in Letters of Credit; provided, that the Issuing Bank shall not be obligated to make   any L/C Credit Extension with respect to any Letter of Credit if, as of the date of such L/C Credit   Extension and after giving effect to such request, (w) an Overadvance would exist; (x) the Revolving   Credit Exposure of any Revolving Credit Lender would exceed such Lender’s Commitment, (y) the   Outstanding Amount of L/C Obligations with respect to Letters of Credit would exceed the applicable   Letter of Credit Sublimit or (z) the Outstanding Amount of all Revolving Credit Loans denominated in   Alternative Currencies plus the Outstanding Amount of all L/C Obligations for Letters of Credit   denominated in Alternative Currencies would exceed the Alternative Currency Sublimit; provided,   however, if the Issuing Bank is requested to issue Letters of Credit with respect to a jurisdiction the   Issuing Bank deems, in its reasonable judgment, may at any time subject it to a New Money Credit Event   or a Country Risk Event, the applicable Borrowers shall, at the request of the Issuing Bank, guaranty and   indemnify the Issuing Bank against any and all costs, liabilities and losses resulting from such New   Money Credit Event or Country Risk Event, in each case in a form and substance reasonably satisfactory   to the Issuing Bank.  If any Borrower requests issuance of a Letter of Credit for the account of a   Subsidiary that is not a Borrower, the Borrowers confirm that they shall be jointly and severally liable to   the Issuing Bank and the Lenders for obligations arising under such Letter of Credit.    (b) The Issuing Bank shall be under no obligation to issue any Letter of Credit if:   (i) any order, judgment or decree of any Governmental Authority shall by its terms   purport to enjoin or restrain the Issuing Bank from issuing such Letter of Credit, or any law   applicable to the Issuing Bank or any request or directive (whether or not having the force of law)   from any Governmental Authority with jurisdiction over the Issuing Bank shall prohibit, or   request that the Issuing Bank refrain from, the issuance of letters of credit generally or such Letter   of Credit in particular or shall impose upon the Issuing Bank with respect to such Letter of Credit   any restriction, reserve or capital requirement (for which the Issuing Bank is not otherwise   compensated hereunder) not in effect on the Closing Date, or shall impose upon the Issuing Bank   any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which   the Issuing Bank in good faith deems material to it;   (ii) Subject to §2.2.2(c), the expiry date of such requested Letter of Credit would   occur more than twelve months after the date of issuance or last renewal;   (iii) the expiry date of such Letter of Credit would occur after the Letter of Credit   Expiration Date, unless the Issuing Bank has agreed to such expiry date and the Borrowers have   posted cash collateral covering 105% of the face amount of such Letter of Credit in a manner   acceptable to the Agent and the Issuing Bank;   (iv) the issuance of such Letter of Credit would violate one or more policies of the   Issuing Bank; or     





 







   -30-   6553436v9   (v) such Letter of Credit is in an initial amount less than $100,000, or is to be used   for a purpose other than working capital and general corporate purposes or denominated in a   currency other than Dollars or an Alternative Currency.   (c) The Issuing Bank shall be under no obligation to amend any Letter of Credit if (i) the   Issuing Bank would have no obligation at such time to issue such Letter of Credit in its amended form   under the terms hereof, or (ii) the beneficiary of such Letter of Credit does not accept the proposed   amendment to such Letter of Credit.   (d) On June 30, 2015, the Borrowers shall provide cash collateral covering 105% of the face   amount of the Existing TD Letters of Credit in a manner acceptable to the Administrative Agent and TD   Bank, N.A. in the event that TD Bank, N.A. remains a Lender under this Agreement on such date.  It is   understood and agreed that TD Bank, N.A. shall have no obligation hereunder to renew the Existing TD   Letters of Credit or issue any new Letters of Credit.   § 2.2.2 Procedures for Issuance and Amendment of Letters of Credit; Auto-   Renewal Letters of Credit.   (a) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of   the applicable Borrower delivered to the Issuing Bank in the form of a Letter of Credit Application,   appropriately completed and signed by a Responsible Officer of such Borrower as set forth below.  Such   Letter of Credit Application must be received by the Issuing Bank not later than 1:00 p.m. (Boston time),   at least two Business Days (or such later date and time as the Issuing Bank may agree in a particular   instance in its sole discretion) prior to the proposed issuance date or date of amendment, as the case may   be.     (i) In the case of a request for an initial issuance of a Letter of Credit, such Letter of   Credit Application shall specify in form and detail satisfactory to the Issuing Bank: (A) the   proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the   amount thereof; (C) the expiry date thereof; (D) the name and address of the beneficiary thereof;   (E) the documents to be presented by such beneficiary in case of any drawing thereunder; (F) the   full text of any certificate to be presented by such beneficiary in case of any drawing thereunder;   and (G) such other matters as the Issuing Bank may require; and    (ii) in the case of a request for an amendment of any outstanding Letter of Credit,   such Letter of Credit Application shall specify in form and detail satisfactory to the Issuing Bank   (A) the Letter of Credit to be amended; (B) the proposed date of amendment thereof (which shall   be a Business Day); (C) the nature of the proposed amendment; and (D) such other matters as the   Issuing Bank may require in accordance with the Issuing Bank’s usual and customary practices   effective as of the time of such request.   (b) Upon the Issuing Bank’s determination that the requested issuance or amendment is   permitted in accordance with the terms hereof, then, subject to the terms and conditions hereof, the   Issuing Bank shall, on the requested date, issue a Letter of Credit for the account of such Borrower or   enter into the applicable amendment, as the case may be, in each case in accordance with the Issuing   Bank’s usual and customary business practices.  Immediately upon the issuance of each Letter of Credit   or, with respect to the Existing Letters of Credit, upon the Closing Date, each Revolving Credit Lender   shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Issuing Bank   a risk participation in such Letter of Credit in an amount equal to the product of such Revolving Credit   Lender’s Applicable Percentage times the face amount of such Letter of Credit.     





 







   -31-   6553436v9   (c) If a Borrower so requests in any applicable Letter of Credit Application, the Issuing Bank   may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic renewal   provisions (each, an “Auto-Renewal Letter of Credit”); provided that any such Auto-Renewal Letter of   Credit must permit the Issuing Bank to prevent any such renewal at least once in each twelve-month   period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the   beneficiary thereof not later than a day in each such twelve-month period to be agreed upon at the time   such Letter of Credit is issued.  Unless otherwise directed by the Issuing Bank, the Borrowers shall not be   required to make a specific request to the Issuing Bank for any such renewal.  Once an Auto-Renewal   Letter of Credit has been issued, the Issuing Bank shall, subject to the terms and conditions set forth   herein, permit the renewal of such Letter of Credit to an expiry date not later than the Letter of Credit   Expiration Date; provided, however, that the Issuing Bank shall have no obligation to permit the renewal   of any Auto-Renewal Letter of Credit at any time if it has determined that it would have no obligation at   such time to issue such Letter of Credit in its renewed form under the terms hereof (by reason of the   provisions of §2.2.1(b) or otherwise).   (d) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit   to an advising bank with respect thereto or to the beneficiary thereof, the Issuing Bank will also deliver to   the applicable Borrower a true and complete copy of such Letter of Credit or amendment.   § 2.2.3 Drawings and Reimbursements of Letters of Credit; Funding and   Repayment of Participations.   (a) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing   under such Letter of Credit, the Issuing Bank shall notify the applicable Borrower and the Administrative   Agent thereof.  Not later than 1:00 p.m. (Boston time) on the Honor Date, such Borrower shall reimburse   the Issuing Bank through the Administrative Agent in an amount equal to the amount of such drawing and   in the same currency as such drawing.   (b) If the applicable Borrowers fail to reimburse the Issuing Bank for any drawing under any   Letter of Credit (the “Unreimbursed Amount”) on the Honor Date as set forth in §2.2.3(a), the   Administrative Agent shall promptly notify each Revolving Credit Lender of the Honor Date, the   Unreimbursed Amount and the amount of such Revolving Credit Lender’s Applicable Percentage thereof.    In such event, the applicable Borrowers shall be deemed to have made a Loan Request for a Base Rate   Loan in Dollars to be disbursed on the Honor Date in an amount equal to the Dollar Equivalent of the   Unreimbursed Amount calculated as of the Honor Date, without regard to the minimum and multiples   specified in § 2.1.4 but subject to the Revolving Credit Commitment and the applicable conditions set   forth in § 6.  Any notice given by the Issuing Bank or the Administrative Agent pursuant to this § 2.2.3(b)   may be given by telephone if immediately confirmed in writing, provided that the lack of such immediate   confirmation shall not affect the conclusiveness or binding effect of such notice.   (c) Each Revolving Credit Lender shall, upon any notice pursuant to § 2.2.3(b), make funds   available to the Administrative Agent for the account of the Issuing Bank at the Administrative Agent’s   Office in an amount equal to its Applicable Percentage of the Unreimbursed Amount not later than 1:00   p.m. (Boston time) on the Business Day specified in such notice by the Administrative Agent, whereupon,   subject to the provisions of §2.2.3(d), each such Lender that so makes funds available shall be deemed to   have made a Base Rate Loan in Dollars to the applicable Borrower, in such amount.  The Administrative   Agent shall remit the funds so received to the Issuing Bank.   (d) With respect to any Unreimbursed Amount that is not fully refinanced by a Revolving   Credit Loan because the applicable conditions set forth in §6 cannot be satisfied or for any other reason,   the applicable Borrower shall be deemed to have incurred from the Issuing Bank an L/C Borrowing in the     





 







   -32-   6553436v9   amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and   payable on demand (together with interest) and shall bear interest at the Default Rate.  In such event, each   Revolving Credit Lender’s payment to the Administrative Agent for the account of the Issuing Bank   pursuant to §2.2.3(c) shall be deemed payment in respect of its participation in such L/C Borrowing and   shall constitute an L/C Advance from such Lender in satisfaction of its participation obligations under this   §2.2.3.   (e) Until each Revolving Credit Lender funds its Applicable Percentage of, as the case may   be, the Revolving Credit Loan or L/C Advance pursuant to this §2.2.3 to reimburse the Issuing Bank for   any amount drawn under any Letter of Credit, interest in respect of such Lender’s Applicable Percentage   of such amount shall be solely for the account of the Issuing Bank.   (f) The obligation of each Revolving Credit Lender to make a Revolving Credit Loan or L/C   Advances to reimburse the Issuing Bank for amounts drawn under Letters of Credit, as contemplated by   this §2.2.3, shall be absolute and unconditional and shall not be affected by any circumstance, including   (i) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the   Issuing Bank, any of the Borrowers or any other Person for any reason whatsoever; (ii) the occurrence or   continuance of an Event of Default, or (iii) any other occurrence, event or condition, whether or not   similar to any of the foregoing; provided, however, that each such Lender’s obligation to make Revolving   Credit Loans pursuant to this §2.2.3 is subject to the applicable conditions set forth in §6.  No such   making of an L/C Advance shall relieve or otherwise impair the obligation of the Borrowers, as   applicable, to reimburse the Issuing Bank for the amount of any payment made by the Issuing Bank under   any Letter of Credit, together with interest as provided herein.   (g) If any Revolving Credit Lender fails to make available to the Administrative Agent for   the account of the Issuing Bank any amount required to be paid by such Lender pursuant to the foregoing   provisions of this §2.2.3 by the time specified therein, the Issuing Bank shall be entitled to recover from   such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for   the period from the date such payment is required to the date on which such payment is immediately   available to the Issuing Bank at a rate per annum equal to the greater of the Federal Funds Rate and a rate   determined by the Issuing Bank in accordance with banking industry rules on interbank compensation.  A   certificate of the Issuing Bank submitted to any Revolving Credit Lender (through the Administrative   Agent) with respect to any amounts owing under this clause (g) shall be conclusive absent manifest error.   (h) At any time after the Issuing Bank has made a payment under any Letter of Credit and   has received from any Revolving Credit Lender such Lender’s L/C Advance in respect of such payment   in accordance with this §2.2.3, if the Administrative Agent receives for the account of the Issuing Bank   any payment in respect of the related Unreimbursed Amount or interest thereon (whether directly from a   Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative   Agent), the Administrative Agent will distribute to such Lender its Applicable Percentage thereof   (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such   Lender’s L/C Advance was outstanding) in the same funds as those received by the Administrative Agent.   (i) If any payment received by the Administrative Agent for the account of the Issuing Bank   pursuant to §2.2.3 is required to be returned under any of the circumstances described in §14.5 (including   pursuant to any settlement entered into by the Issuing Bank in its discretion), each Revolving Credit   Lender shall pay to the Administrative Agent for the account of the Issuing Bank its Applicable   Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such   demand to the date such amount is returned by such Revolving Credit Lender, at a rate per annum equal   to the Federal Funds Rate from time to time in effect.  The obligations of the Revolving Credit Lenders     





 







   -33-   6553436v9   under this clause (i) shall survive the payment in full of the Obligations and the termination of this   Agreement.   § 2.2.4 Letters of Credit Obligations Absolute.   (a) The obligation of the Borrowers to reimburse the Issuing Bank for each drawing under   each Letter of Credit shall be absolute, unconditional and irrevocable, and shall be paid strictly in   accordance with the terms of this Agreement under all circumstances, including the following:   (i) any lack of validity or enforceability of such Letter of Credit, this Agreement, or   any other agreement or instrument relating thereto;   (ii) the existence of any claim, counterclaim, set-off, defense or other right that the   Borrowers may have at any time against any beneficiary or any transferee of such Letter of Credit   (or any Person for whom any such beneficiary or any such transferee may be acting), the Issuing   Bank, the Administrative Agent, any of the Lenders or any other Person, whether in connection   with this Agreement, the transactions contemplated hereby or by such Letter of Credit or any   agreement or instrument relating thereto, or any unrelated transaction;   (iii) any draft, demand, certificate or other document presented under such Letter of   Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement   therein being untrue or inaccurate in any respect; or any loss or delay in the transmission or   otherwise of any document required in order to make a drawing under such Letter of Credit; or   (iv) any payment by the Issuing Bank under such Letter of Credit against presentation   of a draft or certificate that does not strictly comply with the terms of such Letter of Credit; or   any payment made by the Issuing Bank under such Letter of Credit to any Person purporting to be   a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator,   receiver or other representative of or successor to any beneficiary or any transferee of such Letter   of Credit, including any arising in connection with any proceeding under any Debtor Relief Law.   (b) The applicable Borrower shall promptly examine a copy of each Letter of Credit and each   amendment thereto that is delivered to it and, in the event of any claim of noncompliance with such   Borrower’s instructions or other irregularity, such Borrower will immediately notify the Issuing Bank in   connection thereof.  Such Borrower shall be conclusively deemed to have waived any such claim against   the Issuing Bank and its correspondents unless such notice is given as aforesaid.   § 2.2.5 Role of Issuing Bank with Letters of Credit.      Each of the Borrowers agrees that, in paying any drawing under a Letter of Credit, the Issuing   Bank shall not have any responsibility to obtain any document (other than any sight draft, certificates and   documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or   accuracy of any such document or the authority of the Person executing or delivering any such document.    Each of the Borrowers hereby assumes all risks of the acts or omissions of any beneficiary or transferee   with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to,   and shall not, preclude the Borrowers from pursuing such rights and remedies as it may have against the   beneficiary or transferee at law or under any other agreement.  None of the Issuing Bank, any of its   Affiliates, any of the respective officers, directors, employees, agents or attorneys-in-fact of the Issuing   Bank and its Affiliates, nor any of the respective correspondents, participants or assignees of the Issuing   Bank shall be liable or responsible for any of the matters described in clause (a) of §2.2.4; provided,   however, that anything in such clauses to the contrary notwithstanding, the Borrowers may have a claim     





 







   -34-   6553436v9   against the Issuing Bank, and the Issuing Bank may be liable to the Borrowers, to the extent, but only to   the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrowers,   which the Borrowers prove were caused by the Issuing Bank’s willful misconduct or gross negligence or   the Issuing Bank’s willful failure to pay under any Letter of Credit after the presentation to it by the   beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter   of Credit.  In furtherance and not in limitation of the foregoing, the Issuing Bank may accept documents   that appear on their face to be in order, without responsibility for further investigation, regardless of any   notice or information to the contrary, and the Issuing Bank shall not be responsible for the validity or   sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of   Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be   invalid or ineffective for any reason.   § 2.2.6 Cash Collateral for Letters of Credit.   Upon the request of the Administrative Agent, if, as of the Letter of Credit Expiration Date or   upon the occurrence and continuance of an Event of Default, any Letter of Credit may for any reason   remain outstanding and partially or wholly undrawn, the applicable Borrowers shall immediately Cash   Collateralize the then Outstanding Amount of all L/C Obligations in respect thereto at a rate of 105%.    Each of the Borrowers hereby grants to the Administrative Agent, for the benefit of the Issuing Bank and   the Lenders, a security interest in all such cash and all proceeds of the foregoing.  Cash collateral shall be   maintained in blocked, interest bearing deposit accounts in the name of the Administrative Agent.   § 2.2.7 Applicability of ISP98 and UCP to Letters of Credit.     Unless otherwise expressly agreed by the Issuing Bank and the Borrowers when a Letter of Credit   is issued (including any such agreement applicable to an Existing Letter of Credit), (i) the rules of the   “International Standby Practices 1998” published by the Institute of International Banking Law &   Practice (or such later version thereof as may be in effect at the time of issuance) shall apply to each   standby Letter of Credit, and (ii) the rules of the Uniform Customs and Practice for Documentary Credits,   as most recently published by the International Chamber of Commerce (the “ICC”) at the time of   issuance, shall apply to each commercial Letter of Credit.   § 2.2.8 Letter of Credit Fees.     Each applicable Borrower shall pay to the Administrative Agent for the account of each   Revolving Credit Lender a Letter of Credit fee for each standby Letter of Credit equal to the Applicable   Margin for standby Letters of Credit times the daily amount available to be drawn under such standby   Letter of Credit.  Such standby Letter of Credit fees shall be computed on a quarterly basis in arrears on   the Dollar Equivalent of the Drawing Amount.  Such standby Letter of Credit fees shall be due and   payable on the first Business Day after the end of each March, June, September and December of each   calendar year, commencing with the first such date to occur after the issuance of such standby Letter of   Credit, on the Letter of Credit Expiration Date and thereafter on demand.  Each applicable Borrower shall   pay to the Administrative Agent, for the account of the Issuing Bank, an amount with respect to each   trade Letter of Credit equal to an amount determined by the Issuing Bank based on the Issuing Bank’s   fees then in effect for such trade Letter of Credit.   § 2.2.9 Documentary and Processing Charges Payable to Issuing Bank for Letters   of Credit.   The applicable Borrowers shall pay to the Issuing Bank the customary issuance, presentation,   amendment and other processing fees, and other standard costs and charges, of the Issuing Bank relating     





 







   -35-   6553436v9   to letters of credit as from time to time in effect.  Such customary fees and standard costs and charges are   due and payable on demand and are nonrefundable.   § 2.2.10  Conflict with Letter of Credit Application.     In the event of any conflict between the terms in this Agreement and the terms of any Letter of   Credit Application, the terms in this Agreement shall control.   § 2.3 Swing Line Facility.   (a) Subject to the terms and conditions set forth herein, and so long as no Event of Default   has occurred, authorized representatives of the Borrowers from time to time listed on Schedule 2.1 hereof   may request, pursuant to a notice in the form of Exhibit D attached hereto, the Swing Line Lender to   make, and the Swing Line Lender may, if in its sole discretion it elects to do so, make, on the terms and   conditions hereinafter set forth and in reliance upon the agreements of Lenders set forth in this §2.3,   Swing Line Advances in Dollars to the Borrowers from time to time on any Business Day prior to the   Maturity Date in an amount not to exceed the Swing Line Commitment in the aggregate outstanding at   any time (after giving effect to the Swing Line Advance requested) (the “Swing Line Facility”).  Each   Swing Line Advance shall be in a minimum amount of $100,000 or an integral multiple of $100,000 in   excess thereof and shall consist of a Base Rate Loan.     (b) The Borrowers hereby absolutely and unconditionally promise to repay the outstanding   principal amount of each Swing Line Advance on the earliest to occur of:  (x) the tenth day after the date   on which such Swing Line Advance was made or (y) the Maturity Date.  Any Swing Line Advance not   repaid on any date when due shall be deemed to be a Revolving Credit Loan made pursuant to §2.1.1.     (c) In the event that any Swing Line Advance is not repaid when due, upon conversion of   such Swing Line Advance to a Revolving Credit Loan, each other Revolving Credit Lender shall be   deemed to have purchased from the Swing Line Lender, and the Swing Line Lender shall be deemed to   have sold and assigned to each such other Revolving Credit Lender, such Revolving Credit Lender’s   Applicable Percentage of such Revolving Credit Loan as of the date of such conversion (the “Swing Loan   Purchase Price”), and upon notice from the Administrative Agent (a “Notice of Purchase”) shall make   available to the Administrative Agent for the account of the Swing Line Lender, in immediately available   funds, an amount equal to the portion of the outstanding principal amount of such Revolving Credit Loan   to be purchased by such Revolving Credit Lender on (i) the Business Day on which a Notice of Purchase   is given, provided that such notice is given not later than 11:00 A.M. (Boston, Massachusetts time) on   such Business Day, or (ii) the first Business Day next succeeding the date such notice is given.  If and to   the extent that any such Revolving Credit Lender shall not have so made such Revolving Credit Lender’s   Swing Loan Purchase Price available to the Administrative Agent, such Revolving Credit Lender agrees   to pay to the Administrative Agent forthwith on demand for the account of the Swing Line Lender such   amount together with interest thereon, for each day from the date such amount was due under this   subsection (iii) until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate.    The obligation of each Revolving Credit Lender to deliver to the Administrative Agent an amount equal   to its respective participation pursuant to this section shall be absolute and unconditional and such   remittance shall be made notwithstanding the occurrence or continuation of an Event of Default or the   failure to satisfy any condition set forth in §6 of this Agreement.     





 







   -36-   6553436v9   § 3. [RESERVED.]   § 4. [RESERVED.]   § 5. PROVISIONS RELATING TO ALL LOANS.   § 5.1 Interest on Loans.    (a) The Outstanding Amount of the Revolving Credit Loans shall bear interest at (i) the Base   Rate plus the Applicable Margin (except for Revolving Credit Loans in Alternative Currencies), or (ii) the   Adjusted Eurodollar Rate plus the Applicable Margin for each Interest Period, in accordance with the   applicable Borrowers’ election under §5.2.  The outstanding principal amount of the Swing Line   Advances will bear interest at the applicable Base Rate plus the Applicable Margin.   (b) Interest shall be payable in arrears (x) based on a 360 day year on the Interest Payment   Date for Base Rate Loans, (y) based on a 360-day year on the Interest Payment Date for Eurodollar Rate   Loans and other computations of fees and interest, and (z) on the applicable Maturity Date with respect to   each of the Revolving Credit Loans.   § 5.2 Election of Interest Rate; Notice of Election; Interest Periods; Minimum Amounts.   At the applicable Borrowers’ option, so long as no Event of Default has occurred and is then   continuing:    (a) with respect to Revolving Credit Loans, the Borrowers may (1) elect at any time to   convert any Base Rate Loan or a portion thereof to a Eurodollar Rate Loan, or (2) upon expiration of the   applicable Interest Period, elect to maintain an existing Eurodollar Rate Loan as such, or convert such   Eurodollar Rate Loan to a Base Rate Loan, provided that the Borrowers give notice to the Administrative   Agent pursuant to §5.2(d) hereof; and provided, further, that Revolving Credit Loans in Alternative   Currencies may not be converted to Base Rate Loans;    (b) Each Revolving Credit Loan shall initially be the type of Revolving Credit Loan   specified prior to the making thereof and shall bear interest at the applicable rate, determined as provided   herein, until (i) in the case of a Eurodollar Rate Loan, the end of the initial Interest Period applicable   thereto; or (ii) in the case of a Base Rate Loan, the date on which such Revolving Credit Loan is repaid in   full or the type of interest rate applicable thereto is changed pursuant to §5.2(a); and   (c) Each Borrower may from time to time elect to change the type of interest rate borne by   any Revolving Credit Loan or, in the case of a Eurodollar Rate Loan, continue the type of interest rate   borne by such Eurodollar Rate Loan for an additional Interest Period (subject to the following):   (i) with respect to Base Rate Loans, the election shall be effective on any Business   Day; and   (ii) with respect to Eurodollar Rate Loans, the election shall be effective on the day   following the last day of the applicable Interest Period.   (d) Three (3) Business Days prior to the conversion of any Base Rate Loan to a Eurodollar   Rate Loan, or in the case of an outstanding Eurodollar Rate Loan, the expiration date of the applicable   Interest Period, the applicable Borrower shall give written, telex or telecopy notice in the form of Exhibit   B hereto received by the Administrative Agent not later than 10:00 a.m. (Boston time) of its election     





 







   -37-   6553436v9   pursuant to §5.2(a).  Each such notice delivered to the Administrative Agent shall, specify the aggregate   principal amount of the Revolving Credit Loan to be maintained as or converted to a Eurodollar Rate   Loan, and the requested duration of the Interest Period that will be applicable to such Eurodollar Rate   Loan, and shall be irrevocable and binding upon such Borrower.  If the applicable Borrower shall fail to   give the Administrative Agent notice hereunder together with all of the other information required by this   §5.2(d) with respect to any Revolving Credit Loan, whether at the end of an Interest Period or otherwise,   such Revolving Credit Loan shall be deemed to be a Eurodollar Rate Loan with an Interest Period of one   month.    (e) All Eurodollar Rate Loans shall be in a minimum amount of the Dollar Equivalent of   $100,000.   § 5.3 Optional Prepayments or Repayments of the Loans.     The Borrowers shall have the right, at their election, to repay or prepay the Outstanding Amount   of the Revolving Credit Loans, as a whole or in part, at any time without penalty or premium.  The   Borrowers shall give the Administrative Agent, (a) no later than 10:00 a.m. (Boston time) on the Business   Day of such proposed prepayment or repayment of any Base Rate Loan and (b) no later than 1:00 p.m.   (Boston time) three (3) Business Days prior to any proposed prepayment or repayment of any Eurodollar   Rate Loan written notice (or telephonic notice confirmed in writing) of any proposed prepayment or   repayment pursuant to this §5.3, specifying the proposed date of prepayment or repayment of the   Revolving Credit Loans and the principal amount to be paid (in integral multiples of $100,000); provided,   that any applicable Borrowers may not make any prepayment of any Revolving Credit Loan on a date   other than the Interest Payment Date unless, in connection with any such prepayment, such Borrowers   reimburse the Administrative Agent for the benefit of the Lenders pursuant to §5.9.     § 5.4 Fees.    (a) Commitment Fee.  The applicable Borrowers agree to pay to the Administrative Agent   for the ratable account of each Lender making Revolving Credit Loans, a commitment fee (the   “Commitment Fee”), which shall accrue at the rate of 0.50% per annum on the average daily amount of   the Unused Revolving Credit Commitment during the period from and including the Effective Date to but   excluding the date on which the Revolving Credit Commitment terminates.  Accrued Commitment Fees   shall be payable in arrears on the last day of March, June, September and December of each year and on   the date on which the Revolving Credit Commitments terminate, commencing on the first such date to   occur after the date hereof; provided that any Commitment Fees accruing after the date on which the   Revolving Credit Commitments terminate shall be payable on demand.  All Commitment Fees shall be   computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed   (including the first day but excluding the last day).  For purposes of calculating the Commitment Fee for   any period during which Revolving Credit Loans in Dollars and Alternative Currencies were outstanding,   the Administrative Agent shall use the Dollar Equivalent of such Alternative Currencies, calculated on the   basis of the Spot Rate for such Alternative Currencies, on or as of the most recent Revaluation Date   provided for in § 1.3(a).   § 5.5 Payments.   (a) All payments of principal, interest, fees and any other amounts due hereunder or under   any of the other Loan Documents shall be made to the Administrative Agent at the Administrative   Agent’s Office for the respective accounts of the Lenders and the Administrative Agent, in immediately   available funds, as follows: (i) in respect of Revolving Credit Loans made in Dollars, in Dollars, and (ii)   in respect of Revolving Credit Loans made in an Alternate Currency, in the Alternate Currency in which     





 







   -38-   6553436v9   such Revolving Credit Loan was made.  Whenever a payment hereunder or under any of the other Loan   Documents becomes due on a day that is not a Business Day, the due date for such payment shall be   extended to the next succeeding Business Day, and interest shall accrue during such extension.     (b) All payments to be made by the Borrowers shall be made without condition or deduction   for any counterclaim, defense, recoupment or setoff and free and clear of and without deduction or   withholding for any taxes, levies, imposts, assessments, duties, charges, deductions, withholdings   (including to the extent provided in § 5.13, any withholding taxes or other charges imposed as a direct   result of any of the Lenders’ non-resident status), compulsory loans, restrictions or conditions of any   nature now or hereafter imposed or levied by any jurisdiction, authority, agency or any political   subdivision thereof or taxing or other authority therein unless the applicable Borrower is compelled by   law to make such deduction or withholding.  If any such obligation is imposed upon any Borrower with   respect to any amount payable by it hereunder or under any of the other Loan Documents, such Borrower   will pay to the Administrative Agent, for the account of the Lenders and the Administrative Agent, on the   date on which such amount is due and payable hereunder or under such other Loan Document, such   additional amount as shall be necessary to enable the Lenders to receive the same net amount which the   Lenders would have received on such due date had no such obligation been imposed upon such Borrower.    Each Borrower will deliver promptly to the Administrative Agent certificates or other valid vouchers for   all taxes or other charges deducted from or paid with respect to payments made by the Borrowers   hereunder or under such other Loan Document.   § 5.6 Computations.   All computations of interest on Base Rate Loans and of any fees shall, unless otherwise expressly   provided herein, be based on a 360-day year, and shall be paid for the actual number of days elapsed.  All   computations of interest on Eurodollar Rate Loans, the Commitment Fee and other fee calculations shall   be based on a 360-day year and paid for the actual number of days elapsed.  Interest shall accrue on each   Revolving Credit Loan for the day on which the Revolving Credit Loan is made, and shall not accrue on a   Revolving Credit Loan, or any portion thereof, for the day on which the Revolving Credit Loan or such   portion is paid, provided that any Revolving Credit Loan that is repaid on the same day on which it is   made shall, bear interest for one day.   § 5.7 Interest on Overdue Amounts; Default Rate.     Overdue principal and (to the extent permitted by applicable law) interest on the Revolving Credit   Loans and all other overdue amounts payable hereunder or under any of the other Loan Documents shall   bear interest compounded monthly and payable on demand at a rate per annum equal to the applicable   rate for such Revolving Credit Loan plus four percentage points (4.0%) until such amount shall be paid in   full (after as well as before judgment).  During the continuance of an Event of Default hereunder, the   Revolving Credit Loans shall bear interest at the rate per annum equal to the applicable rate for such   Revolving Credit Loan plus four percentage points (4.0%) (the “Default Rate”).   § 5.8 Interest Limitation.     Notwithstanding any other term of this Agreement or the Notes or any other document referred to   herein or therein, the maximum amount of interest which may be charged to or collected from any person   liable hereunder or under the Notes by the Lenders shall be absolutely limited to, and shall in no event   exceed, the maximum amount of interest which could lawfully be charged or collected under applicable   law (including, to the extent applicable, Section 5197 of the Revised Statutes of the United States of   America, as amended, 12 U.S.C. Section 85, as amended), so that the maximum of all amounts   constituting interest under applicable law, howsoever computed, shall never exceed as to any Person     





 







   -39-   6553436v9   liable therefor such lawful maximum, and any term of this Agreement, any Note or any other document   referred to herein or therein which could be construed as providing for interest in excess of such lawful   maximum shall be and hereby is made expressly subject to and modified by the provisions of this   paragraph.    § 5.9 Funding Losses.     (a) Upon demand of any Lender from time to time, the Borrowers shall promptly compensate   each such Lender for and hold each such Lender harmless from any loss, and pay to such Lender an   amount (the “Eurodollar Breakage Fee”), as calculated by each such Lender, equal to the amount of any   losses, costs, expense and/or liabilities incurred by it as a result of:   (i) any continuation, conversion, payment or prepayment of any Revolving Credit   Loan other than a Base Rate Loan on a day other than the last day of the Interest Period for such   Revolving Credit Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or   otherwise); or   (ii) any failure by the applicable Borrowers (for a reason other than the failure of the   applicable Lender to make a Revolving Credit Loan) to prepay, borrow, continue or convert any   Revolving Credit Loan other than a Base Rate Loan on the date or in the amount notified by the   applicable Borrower, including any loss of anticipated profits and any loss or expense arising   from the liquidation or reemployment of funds obtained by it to maintain such Revolving Credit   Loan or from fees payable to terminate the deposits from which such funds were obtained.  The   Borrowers shall also pay any customary administrative fees charged by the Lender and the   Administrative Agent in connection with the foregoing.   (b) For purposes of calculating the Eurodollar Breakage Fee payable by the Borrowers to a   Lender under this §5.9, the applicable Lender shall be deemed to have funded each Eurodollar Rate Loan   at the Eurodollar Rate, whether or not such Eurodollar Rate Loan was in fact so funded.    (c) Each of the Borrowers understands, agrees and acknowledges that: (i) none of the   Lenders have any obligation to purchase, sell and/or match funds in connection with the use of the   Eurodollar Rate as a basis for calculating the rate of interest on a Eurodollar Rate Loan, (ii) the Eurodollar   Rate may be used merely as a reference in determining such rate, and (iii) each of the Borrowers has   accepted the Eurodollar Rate as a reasonable and fair basis for calculating the Eurodollar Breakage Fee   and other funding losses incurred by the Lenders.  Each of the Borrowers further agrees to pay the   Eurodollar Breakage Fee and other funding losses, if any, whether or not the applicable Lenders elect to   purchase, sell and/or match funds.   § 5.10 Illegality.     If any Lender determines that any law has made it unlawful, or that any Governmental Authority   has asserted that it is unlawful, for such Lender or its Lending Office to make, maintain or fund   Eurodollar Rate Loans, or to determine or charge interest rates based upon the Eurodollar Rate, then, on   notice thereof by such Lender to the applicable Borrower, any obligation of such Lender to make or   continue Eurodollar Rate Loans or to convert Base Rate Loans to Eurodollar Rate Loans shall be   suspended with respect to such Borrower until the Lender notifies the applicable Borrower that the   circumstances giving rise to such determination no longer exist.  Upon receipt of such notice, the   applicable Borrower shall, upon demand from such Lender, prepay or convert all Eurodollar Rate Loans   to Base Rate Loans in Dollars, either on the last day of the Interest Period therefor, if such Lender may   lawfully continue to maintain such Eurodollar Rate Loans to such day, or immediately, if the Lender may     





 







   -40-   6553436v9   not lawfully continue to maintain such Eurodollar Rate Loans.  Upon any such prepayment or conversion,   the applicable Borrower shall also pay accrued interest on the amount so prepaid or converted.  The   applicable Lender agrees to designate a different Lending Office if such designation will avoid the need   for such notice and will not, in the good faith judgment of the Lender, otherwise be materially   disadvantageous to the Lender.   § 5.11 Inability to Determine Eurodollar Rate.      If the Administrative Agent or any Lender determines that for any reason   adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest   Period with respect to a proposed Eurodollar Rate Loan, that the Eurodollar Rate for any requested   Interest Period with respect to, as applicable, a proposed Eurodollar Rate Loan does not adequately and   fairly reflect the cost to such Lender or the Administrative Agent of funding such Revolving Credit Loan,   then such Lender or the Administrative Agent will promptly so notify the Borrowers.  Upon such   notification by such Lender or the Administrative Agent, the obligation of such Lender or the   Administrative Agent to make or maintain Eurodollar Rate Loans shall be suspended until such Lender or   the Administrative Agent revokes such notice.  Upon receipt of such notice, the Borrowers may revoke   any pending request for a borrowing of, conversion to or continuation of a Eurodollar Rate Loan or,   failing that, will be deemed to have converted such request into a request for a borrowing of a Base Rate   Loan in Dollars.  The agreements in this §5.11 shall survive the termination of the Revolving Credit   Commitment and the repayment, satisfaction or discharge of all other Obligations.   § 5.12 Increased Costs.   (a) Increased Costs Generally.  If any Change in Law shall:   (i) impose, modify or deem applicable any reserve, special deposit, compulsory   loan, insurance charge or similar requirement against assets of, deposits with or for the account   of, or credit extended or participated in by, any Lender or the Issuing Bank;    (ii) subject any Lender or the Issuing Bank to any tax of any kind whatsoever with   respect to this Agreement, any Letter of Credit, any participation in a Letter of Credit or any   Eurodollar Rate Loan made by it, or change the basis of taxation of payments to such Lender or   the Issuing Bank in respect thereof (except for Indemnified Taxes or Other Taxes covered by   § 5.13 and the imposition of, or any change in the rate of, any Excluded Tax payable by such   Lender or the Issuing Bank); or   (iii) impose on any Lender or the Issuing Bank or the London interbank market any   other condition, cost or expense affecting this Agreement or Eurodollar Rate Loans made by such   Lender or any Letter of Credit or participation therein;   and the result of any of the foregoing shall be to increase the cost to such Lender of making or   maintaining any Eurodollar Rate Loan (or of maintaining its obligation to make any such Revolving   Credit Loan), or to increase the cost to such Lender or the Issuing Bank of participating in, issuing or   maintaining any Letter of Credit  (or of maintaining its obligation to participate in or to issue any   Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender or the   Issuing Bank hereunder (whether of principal, interest or any other amount) then, upon request of   such Lender or the Issuing Bank, the applicable Borrowers will pay to such Lender or the Issuing   Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the   Issuing Bank, as the case may be, for such additional costs incurred or reduction suffered.     





 







   -41-   6553436v9   (b) Capital Requirements.  If any Lender or the Issuing Bank determines that any Change in   Law affecting such Lender or the Issuing Bank or any lending office of such Lender or such Lender’s or   the Issuing Bank’s holding company, if any, regarding capital requirements has or would have the effect   of reducing the rate of return on such Lender’s or the Issuing Bank’s capital or on the capital of such   Lender’s or the Issuing Bank’s holding company, if any, as a consequence of this Agreement, the   Commitments of such Lender or the Revolving Credit Loans made by, or participations in Letters of   Credit  held by, such Lender, or the Letters of Credit issued by the Issuing Bank to a level below that   which such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company could   have achieved but for such Change in Law (taking into consideration such Lender’s or the Issuing Bank’s   policies and the policies of such Lender’s or the Issuing Bank’s holding company with respect to capital   adequacy), then from time to time the Borrowers will pay to such Lender or the Issuing Bank, as the case   may be, such additional amount or amounts as will compensate such Lender or the Issuing Bank or such   Lender’s or the Issuing Bank’s holding company for any such reduction suffered.   (c) Certificates for Reimbursement.  A certificate of a Lender or the Issuing Bank setting   forth the amount or amounts necessary to compensate such Lender or the Issuing Bank or its holding   company, as the case may be, as specified in paragraph (a) or (b) of this Section and delivered to the   Borrowers shall be conclusive absent manifest error.  The Borrowers shall pay such Lender or the Issuing   Bank, as the case may be, the amount shown as due on any such certificate within 10 days after receipt   thereof.   (d) Delay in Requests.  Failure or delay on the part of any Lender or the Issuing Bank to   demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or the   Issuing Bank’s right to demand such compensation, provided that the Borrowers shall not be required to   compensate a Lender or the Issuing Bank pursuant to this Section for any increased costs incurred or   reductions suffered more than nine months prior to the date that such Lender or the Issuing Bank, as the   case may be, notifies the Borrowers of the Change in Law giving rise to such increased costs or   reductions and of such Lender’s or the Issuing Bank’s intention to claim compensation therefor (except   that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-   month period referred to above shall be extended to include the period of retroactive effect thereof).   (e) Survival.  The agreements in this §5.12 shall survive the termination of the Revolving   Credit Commitment and repayment, satisfaction or discharge of all other Obligations.   § 5.13 Taxes.   (a) Payments Free of Taxes.  Any and all payments by or on account of any obligation of the   Borrowers hereunder or under any other Loan Document shall be made free and clear of and without   reduction or withholding for any Indemnified Taxes or Other Taxes, provided that if any of the Borrowers   shall be required by applicable law to deduct any Indemnified Taxes (including any Other Taxes) from   such payments, then (i) the sum payable shall be increased as necessary so that after making all required   deductions (including deductions applicable to additional sums payable under this Section) the   Administrative Agent, Lender or Issuing Bank, as the case may be, receives an amount equal to the sum it   would have received had no such deductions been made, (ii) such Borrower shall make such deductions   and (iii) such Borrower shall timely pay the full amount deducted to the relevant Governmental Authority   in accordance with applicable law.   (b) Payment of Other Taxes by the Borrower.  Without limiting the provisions of paragraph   (a) above, the Borrower shall timely pay any Other Taxes to the relevant Governmental Authority in   accordance with applicable law.     





 







   -42-   6553436v9   (c) Indemnification by the Borrower.  Each of the Borrowers shall indemnify the   Administrative Agent, each Lender and the Issuing Bank, within 10 days after demand therefor, for the   full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes   imposed or asserted on or attributable to amounts payable under this Section) paid by the Administrative   Agent, such Lender or the Issuing Bank, as the case may be, and any penalties, interest and reasonable   expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes   were correctly or legally imposed or asserted by the relevant Governmental Authority.  A certificate as to   the amount of such payment or liability delivered to the Borrowers by a Lender or the Issuing Bank (with   a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a   Lender or the Issuing Bank, shall be conclusive absent manifest error.   (d) Evidence of Payments.  As soon as practicable after any payment of Indemnified Taxes   or Other Taxes by any Borrowers to a Governmental Authority, such Borrowers shall deliver to the   Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority   evidencing such payment, a copy of the return reporting such payment or other evidence of such payment   reasonably satisfactory to the Administrative Agent.   (e) Status of Lenders.  Any Foreign Lender that is entitled to an exemption from or reduction   of withholding tax under the law of the jurisdiction in which any Borrower is resident for tax purposes, or   any treaty to which such jurisdiction is a party, with respect to payments hereunder or under any other   Loan Document shall deliver to such Borrower (with a copy to the Administrative Agent), at the time or   times prescribed by applicable law or reasonably requested by such Borrower or the Administrative   Agent, such properly completed and executed documentation prescribed by applicable law as will permit   such payments to be made without withholding or at a reduced rate of withholding.  In addition, any   Lender, if requested by such Borrower or the Administrative Agent, shall deliver such other   documentation prescribed by applicable law or reasonably requested by such Borrower or the   Administrative Agent as will enable such Borrower or the Administrative Agent to determine whether or   not such Lender is subject to backup withholding or information reporting requirements.   (f) Without limiting the generality of the foregoing, in the event that any of the Borrowers is   resident for tax purposes in the United States of America, any Foreign Lender shall deliver to such   Borrowers and the Administrative Agent (in such number of copies as shall be requested by the recipient)   on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from   time to time thereafter upon the request of such Borrowers or the Administrative Agent, but only if such   Foreign Lender is legally entitled to do so), whichever of the following is applicable:   (i) duly completed copies of Internal Revenue Service Form W-8BEN claiming   eligibility for benefits of an income tax treaty to which the United States of America is a party,   (ii) duly completed copies of Internal Revenue Service Form W-8ECI,   (iii) in the case of a Foreign Lender claiming the benefits of the exemption for   portfolio interest under section 881(c) of the Code, (x) a certificate to the effect that such Foreign   Lender is not (A) a “bank” within the meaning of section 881(c)(3)(A) of the Code, (B) a “10   percent shareholder” of the Borrower within the meaning of section 881(c)(3)(B) of the Code, or   (C) a “controlled foreign corporation” described in section 881(c)(3)(C) of the Code and (y) duly   completed copies of  Internal Revenue Service Form W-8BEN, or   (iv) any other form prescribed by applicable law as a basis for claiming exemption   from or a reduction in United States Federal withholding tax duly completed together with such     





 







   -43-   6553436v9   supplementary documentation as may be prescribed by applicable law to permit the Borrower to   determine the withholding or deduction required to be made.   (g) Treatment of Certain Refunds.  If the Administrative Agent, a Lender or the Issuing Bank   determines, in its sole discretion, that it has received a refund of any Taxes or Other Taxes as to which it   has been indemnified by any of the Borrowers or with respect to which any such Borrower has paid   additional amounts pursuant to this Section, it shall pay to any such Borrower an amount equal to such   refund (but only to the extent of indemnity payments made, or additional amounts paid, by any such   Borrower under this Section with respect to the Taxes or Other Taxes giving rise to such refund), net of   all out-of-pocket expenses of the Administrative Agent, such Lender or the Issuing Bank, as the case may   be, and without interest (other than any interest paid by the relevant Governmental Authority with respect   to such refund), provided that any such Borrower, upon the request of the Administrative Agent, such   Lender or the Issuing Bank, agrees to repay the amount paid over to such Borrower (plus any penalties,   interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent,   such Lender or the Issuing Bank in the event the Administrative Agent, such Lender or the Issuing Bank   is required to repay such refund to such Governmental Authority.  This paragraph shall not be construed   to require the Administrative Agent, any Lender or the Issuing Bank to make available its tax returns (or   any other information relating to its taxes that it deems confidential) to the Borrower or any other Person.   (h) Survival.  The agreements in this §5.13 shall survive the termination of the Revolving   Credit Commitment and repayment, satisfaction or discharge of all other Obligations.     § 5.14 Mitigation Obligations; Replacement of Lenders.   (a) Designation of a Different Lending Office.  If any Lender requests compensation under   § 5.12, or requires any of the Borrowers to pay any additional amount to any Lender or any Governmental   Authority for the account of any Lender pursuant to § 5.13, then such Lender shall use reasonable efforts   to designate a different lending office for funding or booking its Revolving Credit Loans hereunder or to   assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the   judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable   pursuant to §§ 5.12 or 5.13, as the case may be, in the future and (ii) would not subject such Lender to any   unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender.  The   Borrowers hereby agree to pay all reasonable costs and expenses incurred by any Lender in connection   with any such designation or assignment.   (b) Replacement of Lenders.  If any Lender requests compensation under § 5.12, or if any   Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the   account of any Lender pursuant to § 5.13, or if any Lender defaults in its obligation to fund Revolving   Credit Loans hereunder, then the Borrowers may, at their sole expense and effort, upon notice to such   Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in   accordance with and subject to the restrictions contained in, and consents required by, § 14.6), all of its   interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that   shall assume such obligations (which assignee may be another Lender, if a Lender accepts such   assignment), provided that:   (i) the Borrowers shall have paid to the Administrative Agent the fee specified in   § 14.6(b)(iv);   (ii) such Lender shall have received payment of an amount equal to the outstanding   principal of its Revolving Credit Loans, Swing Line Advances and participations in   LC Advances, accrued interest thereon, accrued fees and all other amounts payable to it     





 







   -44-   6553436v9   hereunder and under the other Loan Documents (including any amounts under § 5.9) from the   assignee (to the extent of such outstanding principal and accrued interest and fees) or the   Borrowers (in the case of all other amounts);   (iii) in the case of any such assignment resulting from a claim for compensation under   § 5.12 or payments required to be made pursuant to § 5.13, such assignment will result in a   reduction in such compensation or payments thereafter; and   (iv) such assignment does not conflict with applicable law.   A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a   waiver by such Lender or otherwise, the circumstances entitling the Borrowers to require such assignment   and delegation cease to apply.   § 6. CONDITIONS PRECEDENT TO CREDIT EXTENSIONS.   The obligation of each Lender to advance, continue or convert any Revolving Credit Loan (other   than the continuation of, or conversion into, a Base Rate Loan) or of the Issuing Bank to issue, extend the   expiration date (including by not giving notice of non-renewal) of or increase the amount of any Letter of   Credit under this Agreement, shall be subject to the following conditions precedent:   § 6.1 Conditions to All Credit Extensions.   (a) each of the representations and warranties set forth herein and in the other Loan   Documents shall be and remain true and correct as of said time, except to the extent the same expressly   relate to an earlier date;   (b) no Default or Event of Default shall have occurred and be continuing or would occur as a   result of such Credit Extension;   (c) in the case of a borrowing, the Administrative Agent shall have received the notice   required by § 2.1.4 or § 2.2.3 hereof, as applicable, in the case of the issuance of any Letter of Credit the   Issuing Bank shall have received a duly completed Letter of Credit Application for such Letter of Credit   together with any fees called for by § 2.2.8 hereof, and, in the case of an extension or increase in the   amount of a Letter of Credit, a written request therefor in a form acceptable to the Issuing Bank together   with fees called for by § 2.2.8 hereof;   (d) the Administrative Agent shall have received a Borrowing Base Certificate evidencing   that no Overadvance shall exist after giving effect to such Credit Extension; and   (e) such Credit Extension shall not violate any order, judgment or decree of any court or   other authority or any provision of law or regulation applicable to the Administrative Agent, the Issuing   Bank, or any Lender (including, without limitation, Regulation U of the Board of Governors of the   Federal Reserve System) as then in effect.   Each request for a Credit Extension shall be deemed to be a representation and warranty by the   relevant Borrower on the date on such Credit Extension as to the facts specified in subsections (a) through   (c), both inclusive, of this Section.   § 6.2 Conditions to Initial Credit Extension.      





 







   -45-   6553436v9   Before or concurrently with the initial Credit Extension:   (a) the Administrative Agent shall have received for each Lender this Agreement and each   other Loan Document duly executed by the Borrowers, any applicable Loan Party and the Lenders;   (b) the Administrative Agent shall have received for each Lender such Lender’s duly   executed Revolving Credit Notes of the Borrowers and otherwise in compliance with the provisions of, as   applicable, §2.1.3 and §2.2.3 hereof;   (c) the Administrative Agent shall have received for each Lender certified copies of the   charter, articles of incorporation and bylaws (or comparable organizational documents for the applicable   jurisdiction) of the Loan Parties and any amendments thereto, certified in each instance by its Secretary,   Assistant Secretary or other duly authorized officer of such Loan Party;   (d) the Administrative Agent shall have received for each Lender copies of resolutions of the   Board of Directors of the Loan Parties (or similar governing body) authorizing the execution, delivery and   performance of this Agreement and the other Loan Documents to which it is a party and the   consummation of the transactions contemplated hereby and thereby, together with specimen signatures of   the persons authorized to execute such documents on its behalf, all certified in each instance by its   Secretary, Assistant Secretary or other duly authorized officer of such Loan Party;   (e) the Administrative Agent shall have received for each Lender copies of the certificates of   good standing for each of the Loan Parties (or the substantive equivalent certificates for Loan Parties   outside of the United States) from the office of the secretary of the state of its incorporation or   organization and of each state or jurisdiction in which it is qualified to do business as a foreign   corporation or organization;   (f) the Administrative Agent shall have received the upfront fee set forth in § 5.4(a) and the   reasonable fees and expenses of the Administrative Agent’s counsel;   (g) the Administrative Agent shall have received for the benefit of each Lender the favorable   written opinion of counsel to each Borrower, in form and substance satisfactory to the Administrative   Agent;    (h) the Administrative Agent shall have received financing statement and tax lien search   results against the Property of the Borrowers evidencing the absence of Liens on such Property except as   permitted by §9.2 hereof;   (i) the Administrative Agent shall have received satisfactory evidence of payoff of the   Existing Credit Facility and release of any Borrowers’ obligations of any kind thereunder;   (j) the Administrative Agent shall have received on or prior to the Closing Date a duly   executed Security Agreement dated as of the Closing Date, together with (A) copies of UCC and other   appropriate search reports and of all effective prior filings listed therein, together with evidence of the   termination of such prior filings and other documents with respect to the priority of the security interest of   the Administrative Agent in the Collateral, in each case as may be reasonably requested by the   Administrative Agent, (B) any and all documents representing all securities, chattel paper and instruments   being pledged pursuant to such Security Agreement and related undated powers or endorsements duly   executed in blank, (C) authorization from Borrowers to file any UCC financing statements covering the   Collateral; (D) any and all Intellectual Property Security Agreements; and (E) if requested by     





 







   -46-   6553436v9   Administrative Agent, properly completed perfection certificates with respect to the Borrowers and each   Guarantor;   (k) the Administrative Agent shall have received a landlord’s or warehouseman’s agreement   (the “Landlord Agreements”) from the lessor of each leased property or the operator of a warehouse   facility with respect to the following properties where Collateral is stored or located, which agreement   shall contain a waiver or subordination of all Liens or claims that the landlord or warehouseman may   assert against the Collateral at that location, and shall otherwise be reasonably satisfactory in form and   substance to Administrative Agent:   (i) 3 Technology Drive, Peabody, MA 01960;    (ii) 1130 E. Watson Center Road, Carson, CA 90745;    (iii) 200 Lowder Brook Drive, Suite 1000, Westwood, MA 02090; and   (l) insurance certificates in form and substance satisfactory to the Administrative Agent   demonstrating that the insurance policies required by §8.4 hereof are in full force and effect and have all   endorsements required by such §8.4;   (m) the Administrative Agent shall have received for the account of the Lenders all   documents (including updated schedules as to locations of Collateral and acquisition of Intellectual   Property or real property) required pursuant to any Loan Document and such other agreements,   instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request.   § 7. REPRESENTATIONS AND WARRANTIES   Each of the Borrowers represents and warrants to the Administrative Agent and the Lenders as   follows:   § 7.1 Organization and Qualification.    Each of the Borrowers and each of the Guarantors is duly organized, validly existing, and in good   standing under the laws of the United States jurisdiction in which it is organized, has full and adequate   power to own its Property and conduct its business as now conducted, and is duly licensed or qualified   and in good standing in each jurisdiction in which the nature of the business conducted by it or the nature   of the Property owned or leased by it requires such licensing or qualifying, except where the failure to do   so would not have a Material Adverse Effect.     § 7.2 Subsidiaries.     LoJack’s letter to the Administrative Agent as of the date hereof  (as the same may be deemed   amended from time to time pursuant to § 8.9 hereof or as otherwise agreed to by the Required Lenders,   the “Disclosure Letter”) identifies each Subsidiary, the jurisdiction of its organization, the percentage of   issued and outstanding shares of each class of its capital stock or other equity interests owned by LoJack   and the other Subsidiaries and, if such percentage is not 100% (excluding directors' qualifying shares as   required by law), a description of each class of its authorized capital stock and other equity interests and   the number of shares of each class issued and outstanding. All of the outstanding shares of capital stock   and other equity interests of each Subsidiary are validly issued and outstanding and fully paid and   nonassessable and all such shares and other equity interests indicated in the Disclosure Letter (as so   amended) as owned by LoJack or another Subsidiary are owned, beneficially and of record, by LoJack or     





 







   -47-   6553436v9   such Subsidiary free and clear of all Liens. There are no outstanding commitments or other obligations of   any Subsidiary to issue, and no options, warrants or other rights of any Person to acquire, any shares of   any class of capital stock or other equity interests of any Subsidiary.   § 7.3 Authority and Validity of Obligations.    Each of the Borrowers and each of the Guarantors has full right and authority to enter into this   Agreement and the other Loan Documents executed by it, to make the borrowings herein provided for, to   issue its applicable Notes in evidence thereof, and to perform all of its obligations hereunder and under   the other Loan Documents executed by it.  The Loan Documents delivered by the Borrowers and the   Guarantors have been duly authorized, executed, and delivered by such Persons and constitute valid and   binding obligations of each of the Borrowers and each of the Guarantors, enforceable against them in   accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency,   fraudulent conveyance or similar laws affecting creditors' rights generally and general principles of equity   (regardless of whether the application of such principles is considered in a proceeding in equity or at law);   and this Agreement and the other Loan Documents do not, nor does the performance or observance by   any of the Borrowers or any of the Guarantors of any of the matters and things herein or therein provided   for, (a) contravene or constitute a default under any provision of law or any judgment, injunction, order or   decree binding upon any of the Borrowers or any of the Guarantors or any provision of the organizational   documents (e.g., charter, certificate or articles of incorporation and by-laws, certificate or articles of   association and operating agreement, partnership agreement, or other similar organizational documents)   of any Borrower or Guarantor, (b) contravene or constitute a default under any covenant, indenture or   agreement of or affecting any Borrower or Guarantor or any of their Property, in each case where such   contravention or default, individually or in the aggregate, could reasonably be expected to have a Material   Adverse Effect, or (c) result in the creation or imposition of any Lien on any Property of any Borrower or   Guarantor.   § 7.4 Use of Proceeds; Margin Stock.    The proceeds of the Revolving Credit Loans shall be used for working capital purposes, general   corporate purposes, Permitted Acquisitions, Permitted Investments and repayment of the outstanding   obligations under the Existing Credit Facility.  None of the Borrowers is engaged in the business of   extending credit for the purpose of purchasing or carrying margin stock (within the meaning of   Regulation U of the Board of Governors of the Federal Reserve System), and no part of the proceeds of   any Revolving Credit Loan or any other extension of credit made hereunder will be used to purchase or   carry any such margin stock or to extend credit to others for the purpose of purchasing or carrying any   such margin stock.  Margin stock (as hereinabove defined) constitutes less than 25% of the assets of the   Borrowers which are subject to any limitation on sale, pledge or other restriction hereunder.   § 7.5 Financial Reports.    (a) The consolidated balance sheet of LoJack and its Subsidiaries as at December 31, 2014,   and the related consolidated statements of income, retained earnings and cash flows of LoJack and its   Subsidiaries for the fiscal year then ended, and accompanying notes thereto, which financial statements   are accompanied by the audit report of Grant Thornton LLP, independent public accountants, heretofore   furnished to the Administrative Agent and the Lenders, fairly present the consolidated financial condition   of the Borrowers and their Subsidiaries as at such date and the consolidated results of their operations and   cash flows for the period then ended in conformity with GAAP applied on a consistent basis.   (b) Neither LoJack nor any of its Subsidiaries has contingent liabilities which are material to   it other than as indicated on such financial statements or, with respect to future periods, on the financial     





 







   -48-   6553436v9   statements furnished pursuant to §  8.5 hereof or as otherwise disclosed in writing by LoJack to the   Administrative Agent and the Lenders.   § 7.6 No Material Adverse Change.    Since the date of the last financial statements on December 31, 2014, there has been no change in   the condition (financial or otherwise) or business prospects of LoJack individually, the Loan Parties taken   as a whole, or LoJack and its Subsidiaries taken as a whole, that has or could reasonably be expected to   have a Materially Adverse Effect.   § 7.7 Full Disclosure.    The statements and information furnished to the Administrative Agent and the Lenders in   connection with the negotiation of this Agreement and the other Loan Documents and the commitments   by the Lenders to provide all or part of the financing contemplated hereby, taken as a whole, do not   contain any untrue statements of a material fact or omit a material fact necessary to make the statements   contained herein or therein not misleading, the Administrative Agent and the Lenders acknowledging that   as to any projections furnished to the Administrative Agent and the Lenders, LoJack only represents that   the same were prepared on the basis of information and estimates LoJack believed to be reasonable on the   date hereof.   § 7.8 Trademarks, Franchises, and Licenses.    Each of LoJack and its Subsidiaries own, possess, or have the right to use all necessary patents,   licenses, franchises, trademarks, trade names, trade styles, copyrights, trade secrets, know how, and   confidential commercial and proprietary information to conduct their businesses as now conducted,   without known conflict with any patent, license, franchise, trademark, trade name, trade style, copyright   or other proprietary right of any other Person that could reasonably be expected to have a Material   Adverse Effect.   § 7.9 Governmental Authority and Licensing.    LoJack and its Subsidiaries have received all licenses, permits, and approvals of all federal, state,   provincial, and local governmental authorities, if any, necessary to conduct their businesses, in each case   where the failure to obtain or maintain the same could reasonably be expected to have a Material Adverse   Effect. No investigation or proceeding which, if adversely determined, could reasonably be expected to   result in revocation or denial of any material license, permit or approval is pending or, to the knowledge   of LoJack, threatened.   § 7.10 Good Title.    LoJack and its Subsidiaries have good and defensible title (or valid leasehold interests) to their   assets as reflected on the most recent consolidated balance sheet of LoJack and its Subsidiaries furnished   to the Administrative Agent and the Lenders (except for sales of assets in the ordinary course of business   and as otherwise permitted under §8.10 hereof), subject to no Liens other than such thereof as are   permitted by §8.8 hereof.   § 7.11 Litigation and Other Controversies.    Except as disclosed in LoJack’s Form 10-K for the year ending December 31, 2014, there is no   litigation or governmental or arbitration proceeding or labor controversy pending, nor to the knowledge of     





 







   -49-   6553436v9   LoJack threatened, against LoJack or any of its Subsidiaries or any of their Property which, individually   or in the aggregate, could reasonably be expected to result in liabilities greater than $2,000,000 (other   than worker’s compensation claims covered by insurance), or could reasonably be expected to result in a   Material Adverse Effect.   § 7.12 Taxes.    All material tax returns required to be filed by LoJack and its Subsidiaries in any jurisdiction   have, in fact, been filed, and all taxes, assessments, fees, and other governmental charges upon such   Persons or upon any of their Property, income or franchises, which are shown to be due and payable in   such returns, have been paid, except such taxes, assessments, fees and governmental charges, if any, as   are being contested in good faith and by appropriate proceedings which prevent enforcement of the matter   under contest and as to which adequate reserves established in accordance with GAAP have been   provided.  Neither LoJack nor any of its Subsidiaries knows of any proposed additional tax assessment   that is material against it or its Subsidiaries for which adequate provisions in accordance with GAAP have   not been made on their accounts.  Adequate provisions in accordance with GAAP for taxes on the books   of LoJack and its Subsidiaries have been made for all open years, and for its current fiscal period.   § 7.13 Approvals.    No authorization, consent, license or exemption from, or filing or registration with, any court or   governmental department, agency or instrumentality, nor any approval or consent of any other Person, is   or will be necessary to the valid execution, delivery or performance by any of the Borrowers or any of the   Guarantors of any Loan Document, except for such approvals which have been obtained prior to the date   of this Agreement and remain in full force and effect.   § 7.14 Affiliate Transactions.    Neither LoJack nor any of its Subsidiaries is a party to any contracts or agreements with any of its   Affiliates on terms and conditions which are materially less favorable to such Person than would be usual   and customary in similar contracts or agreements between Persons not affiliated with each other.   § 7.15 Investment Company; Public Utility Holding Company.    Neither LoJack nor any of its Subsidiaries is an “investment company” or a company “controlled”   by an “investment company” within the meaning of the Investment Company Act of 1940, as amended, or   a “public utility holding company” within the meaning of the Public Utility Holding Company Act of   1935, as amended.   § 7.16 ERISA.    LoJack and each member of the controlled group of corporations and all trades or businesses   (whether incorporated or not) under common control which, together with LoJack, are treated as a single   employer under Section 414 of the Internal Revenue Code of 1986 (as amended), and any successor   statute thereto (the “Controlled Group”) has fulfilled its obligations under the minimum funding standards   of and is in compliance in all material respects with ERISA and the Code to the extent applicable to it and   has not incurred any liability to the PBGC or a Plan under Title IV of ERISA other than a liability to the   PBGC for premiums under Section 4007 of ERISA.  None of the Borrowers or the Guarantors has any   contingent liabilities with respect to any post-retirement benefits under a Plan, other than liability for   continuation coverage described in article 6 of Title I of ERISA.     





 







   -50-   6553436v9   § 7.17 Compliance with Laws.    Each of LoJack and its Subsidiaries are in compliance with the requirements of all federal, state,   provincial, and local laws, rules and regulations applicable to or pertaining to their Property or business   operations (including, without limitation, the Occupational Safety and Health Act of 1970, the Americans   with Disabilities Act of 1990, and laws and regulations establishing quality criteria and standards for air,   water, land and toxic or hazardous wastes and substances), where any such non-compliance, individually   or in the aggregate, could reasonably be expected to have a Material Adverse Effect.  Neither LoJack nor   any of its Subsidiaries has received notice to the effect that its operations are not in compliance with any   of the requirements of applicable federal, state, provincial, or local environmental, health, and safety   statutes and regulations or is the subject of any governmental investigation evaluating whether any   remedial action is needed to respond to a release of any toxic or hazardous waste or substance into the   environment, where any such non-compliance or remedial action, individually or in the aggregate, could   reasonably be expected to have a Material Adverse Effect.   § 7.18 Other Agreements.    Neither LoJack nor any of its Subsidiaries is in default under the terms of any covenant, indenture   or agreement of or affecting such Person or any of its Property, which default if uncured could reasonably   be expected to have a Material Adverse Effect.   § 7.19 Insurance   The Disclosure Letter includes, as of the Closing Date, a complete and accurate list of all   insurance policies of any nature maintained by each Loan Party, as well as a summary of the key business   terms of each such policy such as deductibles, coverage limits and term of policy.   § 7.20 No Default.   No Default or Event of Default has occurred and is continuing.   § 7.21 Eligible Accounts.   As to each Account that is identified by the Borrowers as an Eligible Account in a Borrowing   Base Certificate submitted to the Administrative Agent, such Account is (a) a bona fide existing payment   obligation of the applicable Account Debtor created by the sale and delivery of Inventory or the rendition   of services to such Account Debtor in the ordinary course of the Borrowers’ business, (b) owed to a   Borrower without any known defenses, disputes, offsets, counterclaims, or rights of return or cancellation,   and (c) not excluded as ineligible by virtue of one or more of the excluding criteria (other than any Agent-   discretionary criteria) set forth in the definition of Eligible Accounts.   § 8. AFFIRMATIVE COVENANTS.   Each of the Borrowers agrees that, so long as any credit is available to or in use by any of the   Borrowers hereunder, except to the extent compliance in any case or cases is waived in writing pursuant   to the terms of §14.11 hereof:   § 8.1 Maintenance of Business.    Each of the Borrowers shall, and shall cause each Subsidiary to, preserve and maintain its   existence, except as otherwise provided in §9.4 hereof. Each of the Borrowers shall, and shall cause each     





 







   -51-   6553436v9   Subsidiary to, preserve and keep in force and effect all licenses, permits, franchises, approvals, patents,   trademarks, trade names, trade styles, copyrights, and other proprietary rights necessary to the proper   conduct of its business where the failure to do so could reasonably be expected to have a Material   Adverse Effect.   § 8.2 Maintenance of Properties.    Each of the Borrowers shall, and shall cause each Subsidiary to, maintain, preserve, and keep its   property, plant, and equipment in good repair, working order and condition (ordinary wear and tear   excepted), and shall from time to time make all needful and proper repairs, renewals, replacements,   additions, and betterments thereto so that at all times the efficiency thereof shall be fully preserved and   maintained, except to the extent that, in the reasonable business judgment of such Person, any such   Property is no longer necessary for the proper conduct of the business of such Person.   § 8.3 Taxes and Assessments.    Each of the Borrowers shall duly pay and discharge, and shall cause each Subsidiary to duly pay   and discharge, all material taxes, rates, assessments, fees, and governmental charges upon or against it or   its Property, in each case before the same become delinquent and before penalties accrue thereon, unless   and to the extent that the same are being contested in good faith and by appropriate proceedings which   prevent enforcement of the matter under contest and adequate reserves are provided therefor.   § 8.4 Insurance.    Each of the Borrowers shall (i) insure and keep insured, and shall cause each Subsidiary to insure   and keep insured, with good and responsible insurance companies, all insurable Property owned by it   which is of a character usually insured by Persons similarly situated and operating like Properties against   loss or damage from such hazards and risks, and in such amounts, as are insured by Persons similarly   situated and operating like Properties; (ii) insure, and shall cause each Subsidiary to insure, such other   hazards and risks (including, without limitation, business interruption and employers' and public liability   risks) with good and responsible insurance companies as and to the extent usually insured by Persons   similarly situated and conducting similar businesses; and (iii) cause all such insurance relating to any   property or business of any Borrower or Subsidiary to name the Administrative Agent on behalf of the   Secured Parties as additional insured or loss payee, as appropriate (except in the case of director and   officer liability policies, workers compensation policies, kidnap and ransom policies, terrorism or similar   policies), and to provide that no cancellation, material addition in amount or material change in coverage   shall be effective until after 30 days’ notice thereof to the Administrative Agent.  Each of the Borrowers   shall, upon the request of the Administrative Agent, furnish to the Administrative Agent and the Lenders   a certificate setting forth in summary form the nature and extent of the insurance maintained pursuant to   this Section.  Each of the Borrowers shall have assigned, and shall continue to maintain an assignment of,   its interest in the Borrowers’ global credit insurance policy no. 1565-1603 issued by The Insurance   Company of the State of Pennsylvania (to the extent that such policy (x) is assignable by the Borrowers,   and (y) covers goods sold by any Borrower to a buyer covered by the policy) to the Administrative Agent   on behalf of the Secured Parties.  The Borrowers shall make commercially reasonable efforts to obtain the   consent of The Insurance Company of the State of Pennsylvania to such assignment (to the extent the   terms of the policy require such consent prior to assignment).   § 8.5 Financial Reports.   Each of the Borrowers shall, and shall cause each Subsidiary to, maintain a standard system of   accounting in accordance with GAAP and shall furnish to the Administrative Agent, each Lender and     





 







   -52-   6553436v9   each of their duly authorized representatives such information respecting the business and financial   condition of each of the Borrowers and each Subsidiary as the Administrative Agent or such Lender may   reasonably request; and without any request, shall furnish to the Administrative Agent and the Lenders:   (a) as soon as available, and in any event (x) within 45 days after the last day of each of the   first three fiscal quarters of each fiscal year of LoJack, and (y) within 30 days after the last date of each   month, a copy of the consolidated balance sheet of LoJack and its Subsidiaries as of the last day of such   fiscal quarter or month, as applicable, and the consolidated statements of income, retained earnings, and   cash flows of LoJack and its Subsidiaries for the fiscal quarter or month, as applicable, and for the fiscal   year-to-date period then ended, each in reasonable detail showing in comparative form the figures for the   corresponding date and period in the previous fiscal year, prepared by LoJack in accordance with GAAP   (subject to the absence of footnote disclosures and normal year-end audit adjustments) and certified to by   its chief financial officer or another officer of LoJack acceptable to the Administrative Agent;   (b) as soon as available, and in any event within 90 days after the last day of each fiscal year   of LoJack, a copy of the consolidated balance sheet of LoJack and its Subsidiaries as of the last day of the   fiscal year then ended and the consolidated statements of income, retained earnings, and cash flows of   LoJack and its Subsidiaries for the fiscal year then ended, and accompanying notes thereto, each in   reasonable detail showing in comparative form the figures for the previous fiscal year, accompanied in the   case of the consolidated financial statements by an unqualified opinion of Grant Thornton LLP or another   firm of independent public accountants of recognized national standing, selected by LoJack (and   reasonably satisfactory to the Administrative Agent and the Required Lenders acting in good faith and in   a commercially reasonable manner), to the effect that the consolidated financial statements have been   prepared in accordance with GAAP and present fairly in accordance with GAAP the consolidated   financial condition of LoJack and its Subsidiaries as of the close of such fiscal year and the results of their   operations and cash flows for the fiscal year then ended and that an examination of such accounts in   connection with such financial statements has been made in accordance with generally accepted auditing   standards and, accordingly, such examination included such tests of the accounting records and such other   auditing procedures as were considered necessary in the circumstances;   (c) promptly after knowledge thereof, notice of any Change of Control;   (d) promptly after knowledge thereof shall have come to the attention of any responsible   officer of LoJack, written notice of (i) any threatened or pending litigation or governmental or arbitration   proceeding or labor controversy against any of the Borrowers or any of their Property involving a claim in   excess of the Dollar Equivalent of $2,000,000 (other than worker’s compensation claims covered by   insurance) or (ii) the occurrence of any Default or Event of Default hereunder;   (e) with each of the financial statements furnished to the Lenders pursuant to subsections (a)   and (b) above and, a written certificate in the form attached hereto as Exhibit E (a “Compliance   Certificate”) signed by the chief financial officer of LoJack or another officer of LoJack acceptable to the   Administrative Agent to the effect that to the best of such officer's knowledge and belief no Default or   Event of Default has occurred during the period covered by such statements or, if any such Event of   Default has occurred during such period, setting forth a description of such Event of Default and   specifying the action, if any, taken by LoJack or any Subsidiary to remedy the same;   (f) with each of the financial statements furnished to the Lenders pursuant to subsection (b)   above, copies of internally-prepared consolidating financial statements for LoJack and its Subsidiaries   certified by to its chief financial officer or another officer of LoJack acceptable to the Administrative   Agent (in substantially the form furnished to the Lenders prior to the date hereof);     





 







   -53-   6553436v9   (g) as soon as available, and in any event within 30 days after the last day of each fiscal   month of LoJack, a written certificate in the form attached hereto as Exhibit F (a “Borrowing Base   Certificate”) signed by the chief financial officer of LoJack or another officer of LoJack acceptable to the   Administrative Agent with such supporting information as the Administrative Agent or any Lender from   time to time may reasonably request;    (h) as soon as available, and in any event within 30 days after the last day of each fiscal   month of LoJack, a detailed aged trial balance of all Accounts as of the end of the preceding month   (segmented between Accounts with respect to which the Account Debtor is a Foreign Person and   Accounts with respect to which the Account Debtor is not a Foreign Person), specifying for each   Account, the Account Debtor’s name, amount, invoice date and due date, and showing any discount,   allowance, credit, authorized return or dispute, and including such other information as the   Administrative Agent may from time to time reasonably request (such as proof of delivery, copies of   invoices and invoice registers, copies of related documents, repayment histories and status reports).  If   Accounts in an aggregate face amount of One Million ($1,000,000.00) Dollars or more cease to be   Eligible Accounts during any fiscal month of the Borrowers, the Borrowers shall notify the   Administrative Agent of such occurrence promptly (and in any event within one (1) Business Day) after   such Borrower has knowledge thereof, and   (i) such other information as the Administrative Agent or any Lender from time to time may   reasonably request including, without limitation, a listing of each Loan Party’s trade payables, specifying   the trade creditor and balance due, and a detailed trade payable aging, all in form satisfactory to the   Administrative Agent.   § 8.6 Inspection; Appraisals and Valuations; Account Verification.    (a) Each of the Borrowers shall, and shall cause each Subsidiary to, permit the   Administrative Agent, each Lender, and each of their duly authorized representatives and agents to visit   and inspect any of its Property, corporate books, and financial records, to examine and make copies of its   books of accounts and other financial records, to conduct field examinations at the expense of the   Borrowers, and to discuss its affairs, finances, and accounts with, and to be advised as to the same by, its   officers, employees and independent public accountants (and by this provision each of the Borrowers   hereby authorizes such accountants to discuss with the Administrative Agent and such Lenders the   finances and affairs of each of the Borrowers and its Subsidiaries) at such reasonable times and intervals   as the Administrative Agent or any such Lender may designate and, so long as no Default or Event of   Default is continuing, with reasonable prior notice to LoJack; provided, that the Borrowers shall be   obligated to pay for no more than three (3) field examinations per year unless an Event of Default has   occurred and is continuing (in which event, such numerical limitation is automatically eliminated).   (b) Each Borrower will, and will cause each of its Subsidiaries to, permit the Administrative   Agent and each of its duly authorized representatives or agents to conduct an appraisal and valuation of   the Borrowers’ Inventory and Intellectual Property at such reasonable times and intervals as the   Administrative Agent may designate and the expense of the Borrowers which appraisals and valuations   shall be in a form, and with results reasonably satisfactory to, the Administrative Agent; provided, that the   Borrowers shall be obligated to pay for no more than one (1) such appraisal and valuation per year unless   an Event of Default has occurred and is continuing (in which event, such numerical limitation is   automatically eliminated).  So long as no Default or Event of Default has occurred and is continuing, the   Administrative Agent agrees to provide the Borrowers with a copy of the report for any such valuation   upon request by the Borrowers so long as (i) such report exists, (ii) the third person employed by the   Administrative Agent to perform such valuation consents to such disclosure, and (iii) the Borrowers     





 







   -54-   6553436v9   execute and deliver to the Administrative Agent a non-reliance letter reasonably satisfactory to the   Administrative Agent.   (c) Whether or not a Default or Event of Default exists, the Administrative Agent shall have   the right at any time, in the name of the Administrative Agent, any designee of the Administrative Agent   or any Loan Party to verify the validity, amount or any other matter relating to any Accounts of Loan   Party by mail, telephone or otherwise. Loan Parties shall cooperate fully with the Administrative Agent in   an effort to facilitate and promptly conclude any such verification process.   § 8.7 ERISA.    Each of the Borrowers shall, and shall cause each Subsidiary to, promptly pay and discharge all   obligations and liabilities arising under ERISA of a character which if unpaid or unperformed could   reasonably be expected to result in the imposition of a Lien against any of its Property. Each of the   Borrowers shall, and shall cause each Subsidiary to, promptly notify the Administrative Agent and each   Lender of: (a) the occurrence of any reportable event (as defined in ERISA) with respect to a Plan, (b)   receipt of any notice from the PBGC of its intention to seek termination of any Plan or appointment of a   trustee therefor, (c) its intention to terminate or withdraw from any Plan, and (d) the occurrence of any   event with respect to any Plan which would result in the incurrence by LoJack or any Subsidiary of any   material liability, fine or penalty, or any material increase in the contingent liability of LoJack or any   Subsidiary with respect to any post-retirement Plan benefit.   § 8.8 Compliance with Laws.    Each of the Borrowers shall, and shall cause each Subsidiary to, comply in all respects with the   requirements of all federal, state, provincial, and local laws, rules, regulations, ordinances and orders   applicable to or pertaining to its Property or business operations, where any such non-compliance,   individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect or result   in a Lien upon any of its Property.   § 8.9 Formation of Subsidiaries.    (a) Promptly upon the formation or acquisition of any Subsidiary, LoJack shall provide the   Administrative Agent and the Lenders notice thereof (at which time, Schedule 1 and the Disclosure Letter   shall be deemed amended to include reference to such Subsidiary) and timely comply with the   requirements of § 11 hereof to the extent applicable.   (b) Any new U.S. Subsidiary created, or acquired by a Borrower as permitted under §9.4,   shall become a Guarantor hereunder on or before the fifth (5th) Business Day after creation or acquisition   of such Subsidiary by (i) signing a joinder agreement in substantially the form attached hereto as Exhibit   G or entering into an amendment to this Credit Agreement and any other applicable Loan Documents, as   applicable, with the other parties hereto and thereto, in form and substance satisfactory to the   Administrative Agent, providing that such Subsidiary shall become a Guarantor hereunder pursuant to   § 11.1, and (ii) providing such other documentation as the Administrative Agent may reasonably request,   including, without limitation, documentation with respect to the conditions specified in §6 hereof;   provided, however, that upon LoJack’s written request and subject to the Lenders’ consent and   compliance with the other requirements in this § 8.9(b), any such new U.S. Subsidiary may become a   Borrower hereunder.   § 8.10 Use of Proceeds.      





 







   -55-   6553436v9   The Borrowers shall use the credit extended under this Agreement solely for the purposes set   forth in, or otherwise permitted by, §7.4 hereof.   § 8.11 Cash Management and Depository Relationship.    The Borrowers and Guarantors shall (i) maintain their respective primary cash management and   depository relationship with the Administrative Agent; and (ii) within 120 days of the Closing Date,   maintain their respective Canadian cash management and depository relationship with TD Bank, N.A.   § 8.12 Intellectual Property.   (a) The Borrowers shall take such actions as reasonably requested by the Administrative   Agent to cause its ownership of all Intellectual Property registered by the Borrowers in the United States   to be correctly reflected in the records of the United States Patent and Trademark Office by no later than   April 30, 2015.   (b) The Borrowers shall cooperate with the Administrative Agent to properly record   evidence of the Administrative Agent’s Lien against Intellectual Property registered by the Loan Parties   in any foreign jurisdiction (or take such other action as is necessary to perfect the Administrative Agent’s   Lien on these assets) as the Administrative Agent may request from time to time.    § 9. NEGATIVE COVENANTS.   Each of the Borrowers agrees that, so long as the Commitments shall be in effect, or any   Revolving Credit Loan or Letter of Credit or other Obligation is outstanding:   § 9.1 Borrowings and Guaranties.    None of the Borrowers shall, nor shall they permit any of their respective Subsidiaries to, issue,   incur, assume, create or have outstanding any Indebtedness, or be or become liable as endorser, guarantor,   surety or otherwise for any debt, obligation or undertaking of any other Person, or otherwise agree to   provide funds for payment of the obligations of another, or supply funds thereto or invest therein or   otherwise assure a creditor of another against loss, or apply for or become liable to the issuer of a letter of   credit which supports an obligation of another, or subordinate any claim or demand it may have to the   claim or demand of any other Person; provided, however, that the foregoing shall not restrict nor operate   to prevent:   (a) the Obligations;   (b) purchase money indebtedness, Capitalized Lease Obligations or other indebtedness of   LoJack and its Subsidiaries in an amount not to exceed the Dollar Equivalent of $2,000,000 in the   aggregate at any one time outstanding;   (c) obligations arising out of non-speculative interest rate, foreign currency, and commodity   hedging agreements entered into with financial institutions in the ordinary course of business;   (d) endorsement of items for deposit or collection of commercial paper received in the   ordinary course of business;   (e) intercompany advances from time to time owing by any Guarantor to LoJack or another   Guarantor or Borrower, or owing by LoJack or any Guarantor to any Borrower;      





 







   -56-   6553436v9   (f) intercompany advances from time to time owing by any Subsidiary (other than a   Borrower or Guarantor) to LoJack or any Guarantor, to the extent permitted under §9.3; and   (g) indebtedness of LoJack and its Subsidiaries disclosed on Schedule 9.1 hereof.   § 9.2 Liens.    None of the Borrowers shall, nor shall they permit any of their respective Subsidiaries to, create,   incur or permit to exist any Lien of any kind on any Property owned by any such Person; provided,   however, that the foregoing shall not apply to nor operate to prevent:   (a) Liens arising by statute in connection with worker's compensation, unemployment   insurance, old age benefits, social security obligations, taxes, assessments, statutory obligations or other   similar charges (other than Liens arising under ERISA), good faith cash deposits in connection with   tenders, contracts or leases to which LoJack or any Subsidiary is a party or other cash deposits required to   be made in the ordinary course of business, provided in each case that the obligation is not for borrowed   money and that the obligation secured is not overdue or, if overdue, is being contested in good faith by   appropriate proceedings which prevent enforcement of the matter under contest and adequate reserves   have been established therefor;   (b) mechanics', workmen's, materialmen's, landlords', carriers' or other similar Liens arising   in the ordinary course of business with respect to obligations which are not due or which are being   contested in good faith by appropriate proceedings which prevent enforcement of the matter under   contest;   (c) judgment liens and judicial attachment liens not constituting an Event of Default under   §12.1(g) hereof and the pledge of assets for the purpose of securing an appeal, stay or discharge in the   course of any legal proceeding, provided that the aggregate amount of such judgment liens and   attachments and liabilities of LoJack and its Subsidiaries secured by a pledge of assets permitted under   this subsection, including interest and penalties thereon, if any, shall not be in excess of the Dollar   Equivalent of $2,000,000 at any one time outstanding;   (d) Liens on equipment of LoJack or any Subsidiary created solely for the purpose of   securing indebtedness permitted by §9.1(b) hereof, representing or incurred to finance the purchase price   of such Property, provided that no such Lien shall extend to or cover other Property of LoJack or such   Subsidiary other than the respective Property so acquired, and the principal amount of indebtedness   secured by any such Lien shall at no time exceed the purchase price of such Property, as reduced by   repayments of principal thereon;   (e) any interest or title of a lessor under any operating lease;   (f) Liens, if any, described on Schedule 9.2 hereof;   (g) easements, rights-of-way, restrictions, and other similar encumbrances against real   property incurred in the ordinary course of business which, in the aggregate, are not substantial in amount   and which do not materially detract from the value of the Property subject thereto or materially interfere   with the ordinary conduct of the business of LoJack or any Subsidiary; and   (h) Liens created pursuant to the Loan Documents.   § 9.3 Investments.      





 







   -57-   6553436v9   None of the Borrowers shall have outstanding any Investment, nor shall they permit any of their   respective Subsidiaries to, directly or indirectly, make, retain or have outstanding any investments   (whether through purchase of stock or obligations or otherwise) in, or loans or advances to (other than for   travel advances and other similar cash advances made to employees in the ordinary course of business),   any other Person, or acquire all or any substantial part of the assets or business of any other Person or   division thereof; provided, however, that the foregoing shall not apply to nor operate to prevent:   (a) investments in direct obligations of the United States of America or of any agency or   instrumentality thereof whose obligations constitute full faith and credit obligations of the United States   of America, provided that any such obligations shall mature within 18-months of the date of acquisition   thereof;   (b) investments in commercial paper rated at least P-1 by Moody's and at least A-1 by S&P   maturing within 18-months of the date of acquisition thereof;   (c) investments in certificates of deposit issued by any Lender or by any United States   commercial bank having capital and surplus reasonably acceptable to the Administrative Agent;   (d) investments in repurchase obligations with a term of not more than 7 days for underlying   securities of the types described in subsection (a) above entered into with any bank meeting the   qualifications specified in subsection (c) above, provided all such agreements require physical delivery of   the securities securing such repurchase agreement, except those delivered through the Federal Reserve   Book Entry System;   (e) investments in money market funds that invest solely, and which are restricted by their   respective charters to invest solely, in investments of the type described in the immediately preceding   subsections (a), (b), (c), and (d) above;   (f) investments existing on the date of this Agreement disclosed in the Disclosure Letter;   (g) investments from time to time in Guarantors hereunder;   (h) intercompany advances made from time to time by LoJack, a Borrower or a Guarantor to   LoJack, another Borrower or a Guarantor or by any direct or indirect wholly-owned (except for directors   qualifying shares) Subsidiary to LoJack or any Guarantor;   (i) (i) investments in, and loans or advances to, Subsidiaries that are not Borrowers or   Guarantors, and (ii) other investments, loans, and advances made after the date hereof and not otherwise   permitted by this Section, in an aggregate amount for all such investments, loans or advances described in   the foregoing clauses (i) and (ii) not to exceed the Dollar Equivalent of $2,000,000 at any one time   outstanding; provided, however, that after the date hereof, Subsidiaries that are not Borrowers or   Guarantors may invest, loan or advance an aggregate amount for all such investments, loans or advances   not to exceed the Dollar Equivalent of $10,000,000 in or to other Subsidiaries that are not Borrowers or   Guarantors.   (j) any Permitted Acquisition.   In determining the amount of investments, acquisitions, loans, and advances permitted under this   §9.3, investments and acquisitions shall always be taken at the original cost thereof (regardless of any   subsequent appreciation or depreciation therein), less any cash return in respect of any investment, and   loans and advances shall be taken at the principal amount thereof then remaining unpaid.      





 







   -58-   6553436v9   § 9.4 Mergers, Consolidations and Sales and Acquisitions.    None of the Borrowers shall, nor shall they permit any of their respective Subsidiaries to acquire   any company by merger acquisition or the like, or be a party to any amalgamation, merger or   consolidation, or sell, transfer, lease or otherwise dispose of all or any part of its Property, including any   disposition of Property as part of a sale and leaseback transaction, or in any event sell or discount (with or   without recourse) any of its notes or accounts receivable; provided, however, that this Section shall not   apply to nor operate to prevent:   (a) the sale or lease of inventory in the ordinary course of business;   (b) the sale, transfer, lease or other disposition of Property of (i) Borrowers and the   Guarantors to one another and (ii) any Foreign Subsidiary to another Foreign Subsidiary;   (c) the merger or amalgamation of any Subsidiary with and into LoJack or any other   Subsidiary, provided that, (i) in the case of any merger or amalgamation involving a Borrower, one   Borrower is the surviving corporation, (ii) in the case of any merger or amalgamation involving a   Guarantor, one Guarantor is the surviving corporation and (iii) in the case of any merger or amalgamation   involving LoJack, LoJack is the surviving corporation;   (d) the sale of delinquent notes or accounts receivable in the ordinary course of business for   purposes of collection only (and not for the purpose of any bulk sale or securitization transaction);   (e) the sale, transfer or other disposition of any tangible personal property that, in the   reasonable business judgment of LoJack or its Subsidiary, has become obsolete or worn out, and which is   disposed of in the ordinary course of business;   (f) the license of any intellectual property assets in the ordinary course of business, and the   license or transfer of any rights to use intellectual property outside of the United States to any Borrower   or any Subsidiary;   (g) any Permitted Acquisition, and any investment permitted under §9.3;   (h) the sale, transfer, lease or other disposition of Property of LoJack or any Subsidiary   (including any disposition of Property as part of a sale and leaseback transaction) aggregating for LoJack   and its Subsidiaries not more than the Dollar Equivalent of $2,000,000 during any fiscal year of LoJack;   (i) contracts, agreements or business arrangements in the ordinary course of business among   any of the Borrowers or their Subsidiaries.   § 9.5 No Dividends.   Commencing on the Sixth Amendment Date, LoJack shall not, without the required consent of   the Lenders, directly or indirectly, declare, order, pay, make or set apart any sum for any dividend, return   of capital, distribution or any other payment and whether in cash, securities or other property, on account   of any Capital Stock of LoJack.    § 9.6 Burdensome Contracts With Affiliates.    Except for any transactions permitted under § 9.4, none of the Borrowers shall, nor shall they   permit any of their respective Subsidiaries to, enter into any contract, agreement or business arrangement     





 







   -59-   6553436v9   with any of its Affiliates on terms and conditions which are materially less favorable to such Borrower or   such Subsidiary than would be usual and customary in similar contracts, agreements or business   arrangements between Persons not affiliated with each other.   § 9.7 No Changes in Fiscal Year.    The fiscal year of LoJack ends on December 31st of each year; and LoJack shall not change its   fiscal year from its present basis without the prior written consent of the Required Lenders.   § 9.8 Change in the Nature of Business.    None of the Borrowers shall, nor shall they permit any of their respective Subsidiaries to, engage   in any business or activity if as a result the nature of the business of LoJack and its Subsidiaries, taken as   a whole, would be changed in any material respect from the nature of the business engaged in by it as of   the Closing Date.   § 9.9 No Restrictions.    Except as provided herein or in any agreements documenting purchase money indebtedness or   Capitalized Lease Obligations permitted under §9.1(b), none of the Borrowers shall, nor shall they permit   any of their respective Subsidiaries to, directly or indirectly create or otherwise cause or suffer to exist or   become effective any consensual encumbrance or restriction of any kind on the ability of any Borrower or   any Subsidiary to: (a) pay dividends or make any other distribution on any Subsidiary’s capital stock or   other equity interests owned by any Borrower or any other Subsidiary, (b) pay any indebtedness owed to   any Borrower or any other Subsidiary, (c) make loans or advances to any Borrower or any other   Subsidiary, (d) transfer any of its Property to any Borrower or any other Subsidiary, (e) guarantee the   Obligations as required by the Loan Documents, or (f) create, incur or permit to exist any Lien upon any   of its property or assets.   § 9.10 No Stock Repurchase.   None of the Borrowers shall, nor shall they permit any Loan Party or any of their respective   Subsidiaries to, unless otherwise consented to in writing by the Administrative Agent, redeem, convert,   retire or otherwise acquire shares of any class of Capital Stock of the Borrowers.   § 9.11 Financial Consultant.   The Borrowers shall engage a financial consultant acceptable to the Lenders by no later than   April 30, 2015 which financial consultant shall be engaged on terms, and in connection with a scope of   work, reasonably acceptable to the Administrative Agent and the Lenders.  The Borrowers: (i) hereby   authorize the Administrative Agent and the Lenders to communicate directly with the financial consultant   regarding all matters relating to the services to be rendered by the financial consultant to the Borrowers,   including, without limitation, to discuss all financial reports, business information, findings and   recommendations of the financial consultant; (ii) shall authorize and direct the financial consultant to   communicate directly with the Administrative Agent and the Lenders regarding all matters relating to the   services to be rendered by the financial consultant to the Borrowers, including, without limitation, to   discuss all financial reports, business information, and all findings, and recommendations of the financial   consultant; and (iii) shall authorize and direct the financial consultant to provide the Administrative Agent   and the Lenders with copies of all final reports (and supporting documentation if requested by the   Administrative Agent) and other material information prepared or reviewed by the financial consultant.     





 







   -60-   6553436v9   § 10. FINANCIAL COVENANTS.   Each of the Borrowers covenants and agrees that, so long as the Commitments shall be in effect,   or any Revolving Credit Loan, Letter of Credit or other Obligation hereunder shall remain outstanding:   § 10.1 Debt Service Coverage Ratio.    As at the end of any fiscal quarter commencing with the quarter ending March 31, 2016, the Debt   Service Coverage Ratio for the four (4) consecutive fiscal quarters of the Borrowers ending on such date   shall not at any time be less than 1.25:1.00.   § 10.2 Funded Debt to EBITDA Ratio.     As at the end of any fiscal quarter commencing with the quarter ending March 31, 2016, the ratio   of (a) Consolidated Funded Debt less, solely for the purpose of calculating covenant compliance with this   §10.2 and for no other purpose, Qualified Domestic Cash in an amount up to $2,000,000 to   (b) Consolidated EBITDA of the Borrowers for the four (4) consecutive fiscal quarters ending on such   date (the “Funded Debt to EBITDA Ratio”) shall not exceed 2.25:1.00.   § 10.3 Quick Ratio.   (a) As at the end of any fiscal month commencing with the fiscal month ending March 31,   2015 and concluding with the fiscal month ending December 31, 2015, the ratio of (a) Quick Assets to (b)   Consolidated Current Liabilities shall not at any time be less than the amount set forth below for such   period:   Fiscal Month Ending Required Quick Ratio   March 31, 2015 0.75:1.00   April 30, 2015 0.80:1.00   May 31, 2015 0.85:1.00   June 30, 2015 0.85:1.00   July 31, 2015 0.85:1.00   August 31, 2015 0.85:1.00   September 30, 2015 0.90:1.00   October 31, 2015 0.90:1.00   November 30, 2015 0.95:1.00   December 31, 2015 1.00:1.00   (b) As at the end of any fiscal quarter commencing with the quarter ending March 31, 2016,   the ratio of (a) Quick Assets to (b) Consolidated Current Liabilities shall not at any time be less than   1.00:1.00.   § 10.4 Minimum Liquidity.   Maintain no less than $2,000,000 of Qualified Domestic Cash at any time.   § 10.5 Minimum Consolidated EBITDA.   As of the end of each fiscal quarter ending on or after March 31, 2015 but on or before December   31, 2015, Consolidated EBITDA for the period from January 1, 2015 through the date of calculation shall   not be less than the amount set forth below for such period:     





 







   -61-   6553436v9   Period of Calculation   Minimum   Consolidated EBITDA   January 1, 2015 through March 31, 2015 ($700,000)   January 1, 2015 through June 30, 2015 $1,054,000   January 1, 2015 through September 30, 2015 $4,186,000   January 1, 2015 through December 31, 2015 $9,520,000      § 11. GUARANTIES; PLEDGE OF CERTAIN STOCK.   § 11.1 Guaranties.   (a) In order to induce the Lenders to extend credit to the Borrowers hereunder, each of the   Borrowers and each of the Guarantors hereby irrevocably and unconditionally guarantees, as a primary   obligor and not merely as a surety, the payment when and as due of the Obligations of, in the case of a   Borrower, such other Borrowers, and, in the case of the Guarantors, the Borrowers, and agrees that the   due and punctual payment of such Obligations may be extended or renewed, in whole or in part, without   notice to or further assent from it, and that it will remain bound upon its guarantee hereunder   notwithstanding any such extension or renewal of any such Obligation.   (b) Each of the Borrowers and each Guarantor waives presentment to, demand of payment   from and protest to any other Loan Party of any of the Obligations, and also waives notice of acceptance   of its obligations and notice of protest for nonpayment.  The obligations of the Guarantors hereunder shall   not be affected by (i) the failure of either Administrative Agent, the Issuing Bank or any Lender to assert   any claim or demand or to enforce any right or remedy against any Loan Party under the provisions of   this Agreement, any other Loan Document or otherwise; (ii) any extension or renewal of any of the   Obligations; (iii) any rescission, waiver, amendment or modification of, or release from, any of the terms   or provisions of this Agreement, or any other Loan Document or agreement; (iv) any default, failure or   delay, willful or otherwise, in the performance of any of the Obligations; (v) the failure of either   Administrative Agent to take any steps to perfect and maintain any security interest in, or to preserve any   rights to, any security or collateral for the Obligations, if any; (vi) any change in the corporate,   partnership or other existence, structure or ownership of any Loan Party or any other guarantor of any of   the Obligations; (vii) the enforceability or validity of the Obligations or any part thereof or the   genuineness, enforceability or validity of any agreement relating thereto or with respect to any collateral   securing the Obligations or any part thereof, or any other invalidity or unenforceability relating to or   against any Loan Party or any other guarantor of any of the Obligations, for any reason related to this   Agreement, any Swap Contract, any other Loan Document, or any provision of applicable law, decree,   order or regulation of any jurisdiction purporting to prohibit the payment by such Borrower or any other   guarantor of the Obligations, of any of the Obligations or otherwise affecting any term of any of the   Obligations; or (viii) any other act, omission or delay to do any other act which may or might in any   manner or to any extent vary the risk of such Borrower or otherwise operate as a discharge of a guarantor   as a matter of law or equity or which would impair or eliminate any right of such Loan Party to   subrogation.   (c) Each of the Loan Parties further agrees that its agreement hereunder constitutes a   guarantee of payment when due (whether or not any bankruptcy or similar proceeding shall have stayed   the accrual or collection of any of the Obligations or operated as a discharge thereof) and not merely of   collection, and waives any right to require that any resort be had by either Administrative Agent, the     





 







   -62-   6553436v9   Issuing Bank or any Lender to any balance of any deposit account or credit on the books of either   Administrative Agent, the Issuing Bank or any Lender in favor of any Loan Party or any other Person.   (d) The obligations of the Loan Parties hereunder shall not be subject to any reduction,   limitation, impairment or termination for any reason, and shall not be subject to any defense or set-off,   counterclaim, recoupment or termination whatsoever, by reason of the invalidity, illegality or   unenforceability of any of the Obligations, any impossibility in the performance of any of the Obligations   or otherwise, except for the prior indefeasible payment in full in cash of all the Obligations.     (e) Each of the Loan Parties further agrees that its obligations hereunder shall continue to be   effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of any   Obligation is rescinded or must otherwise be restored by either Administrative Agent, the Issuing Bank or   any Lender upon the bankruptcy or reorganization of any Loan Party or otherwise.   (f) Upon payment by any of the Loan Parties of any sums as provided above, all rights of the   Loan Parties, as the case may be, against any other Loan Party arising as a result thereof by way of right   of subrogation or otherwise shall in all respects be subordinated and junior in right of payment to the prior   indefeasible payment in full in cash of all the Obligations owed by such Loan Party to the Administrative   Agent, the Issuing Bank and the Lenders.   (g) Nothing herein shall discharge or satisfy the liability of the Loan Parties hereunder except   the full performance and payment in cash of the Obligations.   § 11.2 Pledge of Stock of Boomerang Tracking, Inc. and LoJack Equipment Ireland   Limited   (a) Concurrently with the execution of the Credit Agreement, LoJack executed the Security   Agreement in favor of the Administrative Agent for the benefit of the Lenders with respect to the   Collateral, including 100% of all of the outstanding Capital Stock (the “Pledged Equity”) of LoJack   Canada Enterprises Inc., a British Columbia business corporation formerly known as Boomerang   Tracking, Inc. (“LoJack Canada”) and 65% of the outstanding Capital Stock of LoJack Equipment Ireland   Limited, an Irish company (“LoJack Ireland”).  Concurrently with the Fourth Amendment, the pledge of   the Pledged Equity of LoJack Canada was released.  LoJack further agrees to deliver to the   Administrative Agent all such documentation (including customary legal opinions of its U.S. counsel, the   stock certificates representing the Pledged Equity subject to such pledge, stock powers with respect   thereto executed in blank, and such other documents as shall be reasonably requested to perfect the Lien   of such pledge) in each case in form and substance reasonably satisfactory to the Administrative Agent,   and in a manner that the Administrative Agent shall be reasonably satisfied that it has a first priority   perfected pledge of or charge over the Pledged Equity related thereto.   (b) If, on the last day of any fiscal year, that portion of Consolidated EBITDA contributed by   all Loan Parties, Boomerang, LoJack Ireland and any existing Additional Pledged Foreign Subsidiary in   the aggregate during such fiscal year represents less than 75% of Consolidated EBITDA for such fiscal   year, then, within 120 days after the date a Compliance Certificate is required to be delivered under   §8.5(d) hereof for such fiscal year, LoJack and/or another Loan Party shall execute a joinder agreement   (an “Additional Pledge Agreement”) in the form attached as Annex 2 to the Security Agreement in favor   of the Administrative Agent for the benefit of the Lenders with respect to a mutually agreeable percentage   of all of the outstanding Capital Stock, but in no event less than 65% (the “Additional Pledged Equity”),   of one or more of its Foreign Subsidiaries (each an “Additional Pledged Foreign Subsidiary”) such that   the portion of Consolidated EBITDA contributed by all Loan Parties, Boomerang, LoJack Ireland, any   existing Additional Pledged Foreign Subsidiary and any such new Additional Pledged Foreign Subsidiary     





 







   -63-   6553436v9   in the aggregate during such fiscal year represents at least 85% of Consolidated EBITDA for such fiscal   year.  LoJack further agrees to deliver to the Administrative Agent all such documentation (including   customary legal opinions of its U.S. counsel, the stock certificates representing the Additional Pledged   Equity subject to such pledge, stock powers with respect thereto executed in blank, and such other   documents as shall be reasonably requested to perfect the Lien of such pledge) in each case in form and   substance reasonably satisfactory to the Administrative Agent, and in a manner that the Administrative   Agent shall be reasonably satisfied that it has a first priority perfected pledge of or charge over the   Additional Pledged Equity related thereto.   § 11.3 Further Assurances   (a) In the event any Borrower forms or acquires any U.S. Subsidiary after the date hereof,   such newly formed or acquired U.S. Subsidiary shall join (i) this Agreement as a Guarantor under § 11.1   in accordance with the provisions of § 8.9(b); and (ii) the Security Agreement in accordance with § 7.6   thereof.     (b) In the event that the Administrative Agent has not received, before or concurrently with   the initial Credit Extension, copies of the certificates of good standing for each of the Loan Parties from   the office of the secretary of the state of its incorporation or organization and of each state or jurisdiction   in which it is qualified to do business as a foreign corporation or organization, the Loan Parties will   deliver such certificates within 30 days after the Closing Date.   § 12. EVENTS OF DEFAULT; ACCELERATION.   § 12.1 Events of Default and Acceleration.    Any one or more of the following shall constitute an “Event of Default” hereunder:   (a) default in the payment when due of all or any part of the principal of or interest on any   Note (whether at the stated maturity thereof or at any other time provided for in this Agreement) or of any   Unreimbursed Amount or default for a period of 5 Business Days in the payment when due of any   interest, fee, or other Obligation payable hereunder or under any other Loan Document;    (b) default in the observance or performance of any covenant set forth in §§8.1, 8.5, 9, 10 or   11.3(b) hereof;   (c) default in the observance or performance of any other provision hereof or of any other   Loan Document which is not remedied within 30 days after the earlier of (i) the date on which such   failure shall first become known to any officer of LoJack or (ii) written notice thereof is given to LoJack   by the Administrative Agent;   (d) any representation or warranty made herein or in any other Loan Document or in any   certificate furnished to the Administrative Agent or the Lenders pursuant hereto or thereto or in   connection with any transaction contemplated hereby or thereby proves untrue in any material respect as   of the date of the issuance or making or deemed making thereof;   (e) any event occurs or condition exists (other than those described in subsections (a)   through (d) above) which is specified as an event of default under any of the other Loan Documents, or   any of the Loan Documents shall for any reason not be or shall cease to be in full force and effect or is   declared to be null and void, or the Borrowers or any of their Subsidiaries takes any action for the purpose   of repudiating or rescinding any Loan Document executed by it or any of its obligations thereunder;     





 







   -64-   6553436v9   (f) default shall occur under any Indebtedness issued, assumed or guaranteed by any of the   Borrowers or any of their Subsidiaries aggregating in excess of the Dollar Equivalent of $2,000,000, or   under any indenture, agreement or other instrument under which the same may be issued, and such default   shall continue for a period of time sufficient to permit the acceleration of the maturity of any such   Indebtedness (whether or not such maturity is in fact accelerated), or any such Indebtedness shall not be   paid when due (whether by demand, lapse of time, acceleration or otherwise), subject to the passage of   any applicable grace or notice period;   (g) any judgment or judgments, writ or writs or warrant or warrants of attachment, or any   similar process or processes, shall be entered or filed against any Borrower, or any of their Subsidiaries,   or against any of their Property, in an aggregate amount in excess of the Dollar Equivalent of $2,000,000   (except to the extent fully covered by insurance pursuant to which the insurer has accepted liability   therefor in writing), and which remains undischarged, unvacated, unbonded or unstayed for a period of 30   days;   (h) Any of the Borrowers, or any of their Subsidiaries, or any member of the Borrowers’   Controlled Group, shall fail to pay when due an amount or amounts aggregating in excess of the Dollar   Equivalent of $3,000,000 which it shall have become liable to pay to the PBGC or to a Plan under Title   IV of ERISA; or any of the Borrowers, or any of their Subsidiaries, or any member of the Borrowers’   Controlled Group shall be subject to actual or potential liability for an amount or amounts aggregating in   excess of the Dollar Equivalent of $3,000,000 upon or as the result of the receipt of a notice of intent to   terminate a Plan or Plans (collectively, a "Material Plan") filed under Title IV of ERISA by any of the   Borrowers, or any of their Subsidiaries, or any other member of the Borrowers’ Controlled Group, any   plan administrator or any combination of the foregoing; or the PBGC shall institute proceedings under   Title IV of ERISA to terminate or to cause a trustee to be appointed to administer any Material Plan or a   proceeding shall be instituted by a fiduciary of any Material Plan against any of the Borrowers, or any of   their Subsidiaries, or any member of the Borrowers' Controlled Group, to enforce Section 515 or   4219(c)(5) of ERISA and such proceeding shall not have been dismissed within 30 days thereafter; or a   condition shall exist by reason of which the PBGC would be entitled to obtain a decree adjudicating that   any Material Plan must be terminated;   (i) any Change of Control shall occur;   (j) any of the Borrowers or any of their Subsidiaries (other than an Immaterial Foreign   Subsidiary) shall (i) have had entered involuntarily against it an order for relief under the United States   Bankruptcy Code or any other legislation in respect of bankruptcy, insolvency, or the relief of debtors (all   as amended) in any jurisdiction outside of the United States in which any Borrower or Subsidiary is   located, (ii) not pay, or admit in writing its inability to pay, its debts generally as they become due, (iii)   make an assignment for the benefit of creditors, (iv) apply for, seek, consent to or acquiesce in, the   appointment of a receiver, interim receiver, custodian, trustee, examiner, liquidator or similar official for   it or any substantial part of its Property, (v) institute any proceeding (including, without limitation, any   assignment, proposal, or notice of intention to make a proposal) seeking relief under the United States   Bankruptcy Code or any other legislation respect of bankruptcy, insolvency, or the relief of debtors (all as   amended), to adjudicate it insolvent, or seeking dissolution, winding up, liquidation, reorganization,   arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency   or reorganization or relief of debtors or fail to file an answer or other pleading denying (or shall admit)   the material allegations of any such proceeding filed against it, (vi) take any action in furtherance of any   matter described in parts (i) through (v) above, or (vii) fail to contest in good faith any appointment or   proceeding described in §12.1(k) hereof; or     





 







   -65-   6553436v9   (k) a custodian, monitor, receiver, receiver and manager, interim receiver, trustee, examiner,   liquidator or similar official (a “Receiver”) shall be appointed for any of the Borrowers, or any of their   Subsidiaries (other than an Immaterial Foreign Subsidiary), or any substantial part of any of their   Property, or a proceeding described in §12.1(j)(v) shall be instituted against the Borrowers or any of their   Subsidiaries, and such appointment continues undischarged or such proceeding continues undismissed or   unstayed for a period of 60 days or if, within such period, a Receiver or creditor shall take possession of   any Property of any of the Borrowers, or any of their Subsidiaries.   § 12.2 Remedies Upon Event of Default.     If any Event of Default occurs and is continuing, the Administrative Agent may, and at the   request of the Required Lenders shall, take any or all of the following actions:   (a) declare the Commitments to be terminated, whereupon the Commitments shall be   terminated;   (b) declare the unpaid principal amount of all outstanding Revolving Credit Loans, all   interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other   Loan Document to be immediately due and payable, without presentment, demand, protest or other notice   of any kind, all of which are hereby expressly waived by the Borrowers;    (c) require that the applicable Borrowers Cash Collateralize the L/C Obligations (in an   amount equal to the then Outstanding Amount thereof); and   (d) exercise all rights and remedies available to it under the Loan Documents or applicable   law;   provided, however, that upon the occurrence of an actual or deemed entry of an order for relief   with respect to the Borrowers under any of the proceedings or laws described in § 12.1(j) or (k), the   Commitments shall automatically terminate, the Outstanding Amount of all Revolving Credit Loans and   all interest, and all other amounts as aforesaid shall automatically become due and payable, and the   obligation of the applicable Borrowers to Cash Collateralize the L/C Obligations as aforesaid shall   automatically become effective, in each case without further act of the Lenders.    § 12.3 Judgment Currency.     If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due   hereunder or any other Loan Document in one currency into another currency, the rate of exchange used   shall be that at which in accordance with normal banking procedures the Administrative Agent could   purchase the first currency with such other currency on the Business Day preceding that on which final   judgment is given.  The obligation of the Borrowers in respect of any such sum due from it to the Lenders   or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment   Currency”) other than that in which such sum is denominated in accordance with the applicable   provisions of this Agreement (the “Agreement Currency”), be discharged only to the extent that on the   Business Day following receipt by the Lenders of any sum adjudged to be so due in the Judgment   Currency, each of the Lenders may in accordance with normal banking procedures purchase the   Agreement Currency with the Judgment Currency.  If the amount of the Agreement Currency so   purchased is less than the sum originally due to a Lender, the Borrowers agree, as a separate obligation   and notwithstanding any such judgment, to indemnify such Lender.  If the amount of the Agreement   Currency so purchased is greater than the sum originally due to a Lender in such currency, such Lender     





 







   -66-   6553436v9   agrees to return the amount of any excess to the Borrowers (or to any other Person who may be entitled   thereto under applicable law).   § 12.4 Distribution of Collateral Proceeds.   In the event that, following the occurrence or during the continuance of any Default or Event of   Default, the Administrative Agent receives any monies in connection with the enforcement of the   Security Agreement, the Pledge Agreement or any Additional Pledge Agreements, or otherwise with   respect to the realization upon any of the Collateral, the Pledged Equity or Additional Pledged Equity,   such monies shall be distributed for application as follows:      (a) First, to the payment of, or (as the case may be) the reimbursement of the Administrative   Agent for or in respect of all reasonable out-of-pocket costs, expenses, disbursements and losses which   shall have been incurred or sustained by the Administrative Agent in connection with the collection of   such monies by the Administrative Agent, for the exercise, protection or enforcement by the   Administrative Agent of all or any of the rights, remedies, powers and privileges of the Administrative   Agent under this Credit Agreement or any of the other Loan Documents or in respect of the Collateral or   the Pledged Equity or in support of any provision of adequate indemnity to the Administrative Agent   against any taxes or liens which by law shall have, or may have, priority over the rights of the   Administrative Agent to such monies;   (b) Second, to all other Obligations; provided that distributions shall be made (A) pari passu   among the Obligations (including the Drawing Amount of all outstanding Letters of Credit); provided,   that upon the reduction, cancellation, expiration or termination of any Letter of Credit, the Drawing   Amount of all outstanding Letters of Credit which has been included as an Obligation and any cash   collateral held for the benefit of the Lenders in respect thereto will be redistributed pari passu to the   Lenders in accordance with this § 12.4(b)(A), and (B) with respect to each type of Obligation owing to   the Lenders, such as interest, principal, fees and expenses, among the Lenders pro rata in accordance with   the amount of all such Obligations outstanding;   (c) Third, upon payment and satisfaction in full or other provisions for payment in full   satisfactory to the Lenders and the Administrative Agent of all of the Obligations, to the payment of any   obligations required to be paid pursuant to § 9-608(a)(1)(C) or 9-615(a)(3) of the Uniform Commercial   Code of the Commonwealth of Massachusetts; and   (d) Fourth, the excess, if any, shall be returned to the Borrowers or to such other Persons as   are entitled thereto.    § 13. ADMINISTRATIVE AGENT.   § 13.1 Appointment and Authority.     Each of the Lenders and the Issuing Bank hereby irrevocably appoints Citizens Bank, N.A. to act   on its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes   the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated   to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are   reasonably incidental thereto.  The provisions of this Article are solely for the benefit of the   Administrative Agent, the Lenders and the Issuing Bank, and neither the Borrowers nor any other Loan   Party shall have rights as a third party beneficiary of any of such provisions.   § 13.2 Rights as Lender.       





 







   -67-   6553436v9   The Person serving as the Administrative Agent hereunder shall have the same rights and powers   in its capacity as a Lender as any other Lender and may exercise the same as though it were not the   Administrative Agent and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated or   unless the context otherwise requires, include the Person serving as the Administrative Agent hereunder   in its individual capacity.  Such Person and its Affiliates may accept deposits from, lend money to, act as   the financial advisor or in any other advisory capacity for and generally engage in any kind of business   with any of the Borrowers or any Subsidiary or other Affiliate thereof as if such Person were not the   Administrative Agent hereunder and without any duty to account therefor to the Lenders.   § 13.3 Exculpatory Provisions.     (a) The Administrative Agent shall not have any duties or obligations except those expressly   set forth herein and in the other Loan Documents.  Without limiting the generality of the foregoing, the   Administrative Agent:   (i) shall not be subject to any fiduciary or other implied duties, regardless of whether   an Event of Default has occurred and is continuing;   (ii) shall not have any duty to take any discretionary action or exercise any   discretionary powers, except discretionary rights and powers expressly contemplated hereby or by   the other Loan Documents that the Administrative Agent is required to exercise as directed in   writing by the Required Lenders (or such other number or percentage of the Lenders as shall be   expressly provided for herein or in the other Loan Documents), provided that the Administrative   Agent shall not be required to take any action that, in its opinion or the opinion of its counsel,   may expose the Administrative Agent to liability or that is contrary to any Loan Document or   applicable law; and   (iii) shall not, except as expressly set forth herein and in the other Loan Documents,   have any duty to disclose, and shall not be liable for the failure to disclose, any information   relating to any of the Borrowers or any of its Affiliates that is communicated to or obtained by the   Person serving as the Administrative Agent or any of its Affiliates in any capacity.   (b) The Administrative Agent shall not be liable for any action taken or not taken by it (i)   with the consent or at the request of the Required Lenders (or such other number or percentage of the   Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be   necessary, under the circumstances as provided in §14.11) or (ii) in the absence of its own gross   negligence or willful misconduct.  The Administrative Agent shall be deemed not to have knowledge of   any Event of Default unless and until notice describing such Event of Default is given to the   Administrative Agent by the Borrowers, a Lender or the Issuing Bank.   (c) The Administrative Agent shall not be responsible for or have any duty to ascertain or   inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or   any other Loan Document, (ii) the contents of any certificate, report or other document delivered   hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of   any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence   of any Event of Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement,   any other Loan Document or any other agreement, instrument or document or (v) the satisfaction of any   condition set forth in §6 or elsewhere herein, other than to confirm receipt of items expressly required to   be delivered to the Administrative Agent.   § 13.4 Reliance by Administrative Agent.       





 







   -68-   6553436v9   The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for   relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing   (including any electronic message, Internet or intranet website posting or other distribution) believed by it   to be genuine and to have been signed, sent or otherwise authenticated by the proper Person.  The   Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by   it to have been made by the proper Person, and shall not incur any liability for relying thereon.  In   determining compliance with any condition hereunder to the making of a Revolving Credit Loan, or the   issuance of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or the   Issuing Bank, the Administrative Agent may presume that such condition is satisfactory to such Lender or   the Issuing Bank unless the Administrative Agent shall have received notice to the contrary from such   Lender or the Issuing Bank prior to the making of such Revolving Credit Loan or the issuance of such   Letter of Credit.  The Administrative Agent may consult with legal counsel (who may be counsel for the   Borrowers), independent accountants and other experts selected by it, and shall not be liable for any   action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.   § 13.5 Delegation of Duties.     The Administrative Agent may perform any and all of its duties and exercise its rights and powers   hereunder or under any other Loan Document by or through any one or more sub agents appointed by the   Administrative Agent.  The Administrative Agent and any such sub agent may perform any and all of its   duties and exercise its rights and powers by or through their respective agents.  The exculpatory   provisions of this §13 shall apply to any such sub agent and to the Related Parties of the Administrative   Agent and any such sub agent, and shall apply to their respective activities in connection with the   syndication of the credit facilities provided for herein as well as activities as Administrative Agent.   § 13.6 Resignation of Administrative Agent.     The Administrative Agent may at any time give notice of its resignation to the Lenders, the   Issuing Bank and the Borrowers.  Upon receipt of any such notice of resignation, the Required Lenders   shall have the right, in consultation with the Borrowers, to appoint a successor, which shall be a bank or   other financial institution.  If no such successor shall have been so appointed by the Required Lenders and   shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice   of its resignation, then the retiring Administrative Agent may on behalf of the Lenders and the Issuing   Bank, appoint a successor Administrative Agent meeting the qualifications set forth above provided that   if the Administrative Agent shall notify the Borrowers and the Lenders that no qualifying Person has   accepted such appointment, then such resignation shall nonetheless become effective in accordance with   such notice and (a) the retiring Administrative Agent shall be discharged from its duties and obligations   hereunder and under the other Loan Documents (except that in the case of any collateral security held by   the Administrative Agent on behalf of the Lenders or the Issuing Bank under any of the Loan Documents,   the retiring Administrative Agent shall continue to hold such collateral security until such time as a   successor Administrative Agent is appointed) and (b) all payments, communications and determinations   provided to be made by, to or through the Administrative Agent shall instead be made by or to each   Lender and the Issuing Bank directly, until such time as the Required Lenders appoint a successor   Administrative Agent as provided for above in this §13.6.  Upon the acceptance of a successor’s   appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with   all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the   retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under   the other Loan Documents (if not already discharged therefrom as provided above in this §13.6).  The   fees payable by the Borrowers to a successor Administrative Agent shall be the same as those payable to   its predecessor unless otherwise agreed between the Borrowers and such successor.  After the retiring   Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this     





 







   -69-   6553436v9   §13 shall continue in effect for the benefit of such retiring Administrative Agent, its sub agents and their   respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the   retiring Administrative Agent was acting as Administrative Agent.   § 13.7 Non-Reliance on Administrative Agent and the Other Lenders.   Each Lender and the Issuing Bank acknowledges that it has, independently and without reliance   upon the Administrative Agent or any other Lender or any of their Related Parties and based on such   documents and information as it has deemed appropriate, made its own credit analysis and decision to   enter into this Agreement.  Each Lender and the Issuing Bank also acknowledges that it will,   independently and without reliance upon the Administrative Agent or any other Lender or any of their   Related Parties and based on such documents and information as it shall from time to time deem   appropriate, continue to make its own decisions in taking or not taking action under or based upon this   Agreement, any other Loan Document or any related agreement or any document furnished hereunder or   thereunder.   § 13.8 No Other Duties, etc.     Anything herein to the contrary notwithstanding, no other parties listed on the cover page hereof,   if any, shall have any powers, duties or responsibilities under this Agreement or any of the other Loan   Documents, except in its capacity, as applicable, as the Administrative Agent, a Lender or the Issuing   Bank hereunder.   § 13.9 Payments to Administrative Agent     A payment by any of the Borrowers to the Administrative Agent hereunder or any of the other   Loan Documents for the account of any Lender shall constitute a payment to such Lender.  The   Administrative Agent agrees promptly to distribute to each Lender such Lender’s pro rata share of   payments received by the Administrative Agent for the account of the Lenders (except as otherwise   expressly provided herein or in any of the other Loan Documents).   § 13.10 Field Examination Reports; Confidentiality; Disclaimers by Lenders.     By becoming a party to this Agreement, each Lender:   (a) is deemed to have requested that the Administrative Agent furnish such Lender, promptly   after it becomes available, a copy of each field examination report respecting any Borrower or its   Subsidiaries (each, a “Report”) prepared by or at the request of the Administrative Agent, and the   Administrative Agent shall so furnish each Lender with such Reports,   (b) expressly agrees and acknowledges that the Administrative Agent does not (i) make any   representation or warranty as to the accuracy of any Report, and (ii) shall not be liable for any information   contained in any Report,   (c) expressly agrees and acknowledges that the Reports are not comprehensive audits or   examinations, that the Administrative Agent or other party performing any field examination will inspect   only specific information regarding Borrowers and their Subsidiaries and will rely significantly upon the   Borrowers’ and their Subsidiaries’ books and records, as well as on representations of the Borrowers’   personnel,     





 







   -70-   6553436v9   (d) agrees to keep all Reports and other material, non-public information regarding the   Borrowers and their Subsidiaries and their operations, assets, and existing and contemplated business   plans in a confidential manner in accordance with §17.9, and    (e) without limiting the generality of any other indemnification provision contained in this   Agreement, agrees:  (i) to hold the Administrative Agent and any other Lender preparing a Report   harmless from any action the indemnifying Lender may take or fail to take or any conclusion the   indemnifying Lender may reach or draw from any Report in connection with any loans or other credit   accommodations that the indemnifying Lender has made or may make to the Borrowers, or the   indemnifying Lender’s participation in, or the indemnifying Lender’s purchase of, a loan or loans of the   Borrowers, and (ii) to pay and protect, and indemnify, defend and hold the Administrative Agent, and any   such other Lender preparing a Report harmless from and against, the claims, actions, proceedings,   damages, costs, expenses, and other amounts (including, attorneys’ fees and costs) incurred by the   Administrative Agent and any such other Lender preparing a Report as the direct or indirect result of any   third parties who might obtain all or part of any Report through the indemnifying Lender.   § 14. MISCELLANEOUS.   § 14.1 Setoff Rights.    (a) In addition to any rights and remedies of the Lender provided by law, if an Event of   Default shall have occurred and be continuing, each Lender, the Administrative Agent, the Issuing Bank,   and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest   extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or   demand, provisional or final, in whatever currency , and wherever held ) at any time held and other   obligations (in whatever currency) at any time owing by such Lender,  the other Lenders, the   Administrative Agent, the Issuing Bank or any such Affiliate to or for the credit or the account of the   Borrowers or any other Loan Party against any and all of the obligations of the Borrowers or such Loan   Party now or hereafter existing under this Agreement or any other Loan Document to such Lender, the   other Lenders, the Administrative Agent or the Issuing Bank, irrespective of whether or not such Lender   or the Issuing Bank shall have made any demand under this Agreement or any other Loan Document and   although such obligations of the Borrower or such Loan Party may be contingent or unmatured or are   owed to a branch or office of such Lender or the Issuing Bank different from the branch or office holding   such deposit or obligated on such indebtedness.  The rights of each Lender, the Issuing Bank and their   respective Affiliates under this Section are in addition to other rights and remedies (including other rights   of setoff) that such Lender, the Issuing Bank , the Administrative Agent or their respective Affiliates may   have.  Each Lender and the Issuing Bank agrees to notify the Borrowers and the Administrative Agent   promptly after any such setoff and application, provided that the failure to give such notice shall not affect   the validity of such setoff and application.  For purposes of effectuating the setoff rights of the Lender, the   Administrative Agent, the Issuing Bank and each of their respective Affiliates pursuant to this paragraph   (and for no other purpose), the Borrowers and each Loan Party expressly agree to treat each Lender, the   Administrative Agent, the Issuing Bank and each of their respective Affiliates (including but not limited   to each of their respective branches and offices) as a single entity; it being the express intent of the   Borrowers and each Loan Party to maximize the available deposits that may be used to set off against any   and all of the obligations of the Borrowers or such Loan Party under this Agreement or any other Loan   Document.   (b) If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain   payment in respect of any principal of or interest on any of its Revolving Credit Loans or other   obligations hereunder resulting in such Lender’s receiving payment of a proportion of the aggregate   amount of its Revolving Credit Loans and accrued interest thereon or other such obligations greater than     





 







   -71-   6553436v9   its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a)   notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the   Revolving Credit Loans and such other obligations of the other Lenders, or make such other adjustments   as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in   accordance with the aggregate amount of principal of and accrued interest on their respective Revolving   Credit Loans and other amounts owing them, provided that:   (i) if any such participations are purchased and all or any portion of the payment   giving rise thereto is recovered, such participations shall be rescinded and the purchase price   restored to the extent of such recovery, without interest; and   (ii) the provisions of this §14.1 shall not be construed to apply to (x) any payment   made by the Borrowers pursuant to and in accordance with the express terms of this Agreement   or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a   participation in any of its Revolving Credit Loans or participations in LC Obligations to any   assignee or participant, other than to the Borrowers or any Subsidiary thereof (as to which the   provisions of this paragraph shall apply).   (c) Each of the Borrowers consents to the foregoing and agrees, to the extent it may   effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing   arrangements may exercise against each Borrower rights of setoff and counterclaim with respect to such   participation as fully as if such Lender were a direct creditor of such Borrower in the amount of such   participation.   § 14.2 Attorney Costs; Expenses.    The Borrowers agree (a) to pay or reimburse the Administrative Agent for all costs and expenses   reasonably incurred in connection with the development, due diligence review, preparation, negotiation   and execution of this Agreement and the other Loan Documents and any amendment, waiver, consent or   other modification of the provisions hereof and thereof (whether or not the transactions contemplated   hereby or thereby are consummated), and the consummation and administration of the transactions   contemplated hereby and thereby, including all Attorney Costs and all field examination, appraisal, and   valuation fees and expenses of the Administrative Agent related to any field examinations, appraisals, or   valuation conducted in accordance with the terms hereof, and (b) to pay or reimburse the Administrative   Agent for all reasonable costs and expenses incurred in connection with the enforcement, attempted   enforcement, or preservation of any rights or remedies under this Agreement or the other Loan   Documents (including all such costs and expenses incurred during any “workout” or restructuring in   respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor   Relief Law), including all Attorney Costs.  The foregoing costs and expenses shall include, without   limitation, all search, filing and recording fees and any taxes related thereto, and other out-of-pocket   expenses incurred by the Administrative Agent and the cost of independent public accountants and other   outside experts retained by the Administrative Agent.  All amounts due under this §14.2 shall be payable   within two (2) Business Days after demand therefor.  The agreements in this §14.2 shall survive the   termination of the Revolving Credit Commitment and repayment, satisfaction or discharge of all other   Obligations.   § 14.3 Indemnification.    Whether or not the transactions contemplated hereby are consummated, the Borrowers shall   indemnify and hold harmless the Administrative Agent, the Issuing Bank, the Lenders, their respective   Affiliates, and their respective directors, officers, employees, counsel, agents and attorneys-in-fact     





 







   -72-   6553436v9   (collectively the “Indemnitees”) from and against any and all liabilities, obligations, losses, damages,   penalties, claims, demands, actions, judgments, suits, costs, expenses and disbursements (including   Attorney Costs) of any kind or nature whatsoever which may at any time be imposed on, incurred by or   asserted against any such Indemnitee in any way relating to or arising out of or in connection with (a) the   execution, delivery, enforcement, performance or administration of any Loan Document or any other   agreement, letter or instrument delivered in connection with the transactions contemplated thereby or the   consummation of the transactions contemplated thereby, (b) the Commitments, any Revolving Credit   Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by   the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in   connection with such demand do not strictly comply with the terms of such Letter of Credit), (c) any   Environmental Liability related in any way to any of the Borrowers, any Subsidiary or any other Loan   Party, or (d) any actual or prospective claim, litigation, investigation or proceeding relating to any of the   foregoing, whether based on contract, tort or any other theory (including any investigation of, preparation   for, or defense of any pending or threatened claim, investigation, litigation or proceeding) and regardless   of whether any Indemnitee is a party thereto (all the foregoing, collectively, the “Indemnified   Liabilities”), provided that such indemnity shall not, as to any Indemnitee, be available to the extent that   such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs,   expenses or disbursements are determined by a court of competent jurisdiction by final and nonappealable   judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee.  No   Indemnitee shall have any liability for any indirect or consequential damages relating to this Agreement   or any other Loan Document or arising out of its activities in connection herewith or therewith (whether   before or after the Closing Date).  All amounts due under this §14.3 shall be due and payable within five   (5) Business Days after demand therefor.  The agreements in this §14.3 shall survive the termination of   the Revolving Credit Commitment and the repayment, satisfaction or discharge of all the other   Obligations.   § 14.4 Representations and Warranties.    All representations and warranties made hereunder and in any other Loan Document or other   document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the   execution and delivery hereof and thereof.  Such representations and warranties have been or will be   relied upon by the Administrative Agent and the Lenders, regardless of any investigation made by the   Administration Agent or any Lender or on its behalf and notwithstanding that the Administration Agent   or any Lender may have had notice or knowledge of any Event of Default at the time of any Credit   Extension, and shall continue in full force and effect as long as the Revolving Credit Commitment, any   Revolving Credit Loan or any other Obligation hereunder shall remain unpaid or unsatisfied or any Letter   of Credit shall remain outstanding.   § 14.5 Payments; Set Aside.    To the extent that any payment by or on behalf of any Borrower is made to the Administrative   Agent or any Lender, or the Administrative Agent or any Lender exercises its right of set-off, and such   payment or the proceeds of such set-off or any part thereof is subsequently invalidated, declared to be   fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the   Administrative Agent or any Lender in its discretion) to be repaid to a trustee, receiver or any other party,   in connection with any proceeding under any debtor relief or similar law or otherwise, then, to the extent   of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and   continued in full force and effect as if such payment had not been made or such set-off had not occurred.   § 14.6 Successors and Assigns; Participations.      





 







   -73-   6553436v9   (a) Binding Agreement.  The provisions of this Agreement shall be binding upon and inure   to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except   that the Borrowers may not assign or otherwise transfer any of their rights or obligations hereunder   without the prior written consent of the Lenders, to be granted in the sole discretion of the Lenders, and   the Lenders may not assign or otherwise transfer any of their rights or obligations hereunder except to an   Eligible Assignee in accordance with the provisions of subsection (b) of this Section.  Nothing in this   Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties   hereto, their respective successors and assigns permitted hereby, and, to the extent expressly contemplated   hereby, the Indemnitees) any legal or equitable right, remedy or claim under or by reason of this   Agreement.   (b) Assignments by Lenders.  Any Lender may at any time assign to one or more Eligible   Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of   its Commitment and the Revolving Credit Loans at the time owing to it); provided that any such   assignment shall be subject to the following conditions:    (i) Minimum Amounts.   (A) in the case of an assignment of the entire remaining amount of the   assigning Lender’s Commitment and the Revolving Credit Loans at the   time owing to it or in the case of an assignment to a Lender, an Affiliate   of a Lender or an Approved Fund, no minimum amount need be   assigned; and   (B) in any case not described in paragraph (b)(i)(A) of this §14.6, the   aggregate amount of the Commitment (which for this purpose includes   Revolving Credit Loans outstanding thereunder) or, if the applicable   Commitment is not then in effect, the Outstanding Amount of the   Revolving Credit Loans of the assigning Lender subject to each such   assignment (determined as of the date the Assignment and Assumption   with respect to such assignment is delivered to the Administrative Agent   or, if “Trade Date” is specified in the Assignment and Assumption, as of   the Trade Date) shall not be less than $5,000,000, in the case of any   assignment in respect of Revolving Credit Loans or the Revolving Credit   Commitment, unless each of the Administrative Agent and, so long as no   Event of Default has occurred and is continuing, the Borrowers   otherwise consent (each such consent not to be unreasonably withheld or   delayed).    (ii) Proportionate Amounts.  Each partial assignment shall be made as an assignment   of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement   with respect to the Revolving Credit Loan or the Commitment assigned.   (iii) Required Consents.  No consent shall be required for any assignment except to   the extent required by paragraph (b)(i)(B) of this §14.6 and, in addition:   (A) the consent of the Borrowers (such consent not to be unreasonably   withheld or delayed) shall be required unless (x) an Event of Default has   occurred and is continuing at the time of such assignment or (y) such   assignment is to a Lender, an Affiliate of a Lender or an Approved Fund;      





 







   -74-   6553436v9   (B) the consent of the Administrative Agent (such consent not to be   unreasonably withheld or delayed) shall be required for assignments in   respect of (i) any unfunded portion of the Revolving Credit Facility if   such assignment is to a Person that is not a Lender with a Commitment in   respect of such unfunded facility, an Affiliate of such Lender or an   Approved Fund with respect to such Lender or (ii) a funded term facility   to a Person who is not a Lender, an Affiliate of a Lender or an Approved   Fund; and   (C) the consent of the Issuing Bank (such consent not to be unreasonably   withheld or delayed) shall be required for any assignment that increases   the obligation of the assignee to participate in exposure under one or   more Letters of Credit (whether or not then outstanding).   (iv) Assignment and Assumption.  The parties to each assignment shall execute and   deliver to the Administrative Agent an Assignment and Assumption, together with a processing   and recordation fee of $3,500, and the assignee, if it is not a Lender, shall deliver to the   Administrative Agent a questionnaire provided by the Administrative Agent.   (v) No Assignment to Borrower.  No such assignment shall be made to any of the   Borrowers or any of the Borrowers’ Affiliates or Subsidiaries.   (vi) No Assignment to Natural Persons.  No such assignment shall be made to a   natural person.   Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph   (c) of this §14.6, from and after the effective date specified in each Assignment and Assumption, the   assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such   Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the   assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and   Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment   and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such   Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of §§5.10, 5.14,   and 13.2 with respect to facts and circumstances occurring prior to the effective date of such assignment.    Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not   comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Lender of a   participation in such rights and obligations in accordance with paragraph (d) of this Section.   (c) Register.  The Administrative Agent, acting solely for this purpose as an agent of the   Borrower, shall maintain at one of its offices in Boston, Massachusetts a copy of each Assignment and   Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders,   and the Commitments of, and principal amounts of the Revolving Credit Loans owing to, each Lender   pursuant to the terms hereof from time to time (the “Register”).  The entries in the Register shall be   conclusive, and the Borrowers, the Administrative Agent and the Lenders may treat each Person whose   name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of   this Agreement, notwithstanding notice to the contrary.  The Register shall be available for inspection by   the Borrowers and any Lender, at any reasonable time and from time to time upon reasonable prior notice.   (d) Participations.       





 







   -75-   6553436v9   (i) Any Lender may at any time, without the consent of, or notice to, the Borrowers   or the Administrative Agent, sell participations to any Person (other than a natural person or any   of the Borrowers or any of the Borrowers’ Affiliates or Subsidiaries) (each, a “Participant”) in all   or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a   portion of its Commitment and/or the Revolving Credit Loans owing to it); provided that (i) such   Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain   solely responsible to the other parties hereto for the performance of such obligations and (iii) the   Borrower, the Administrative Agent, the Lenders and the Issuing Bank shall continue to deal   solely and directly with such Lender in connection with such Lender’s rights and obligations   under this Agreement.     (ii) Any agreement or instrument pursuant to which a Lender sells such a   participation shall provide that such Lender shall retain the sole right to enforce this Agreement   and to approve any amendment, modification or waiver of any  provision of this Agreement;   provided that such agreement or instrument may provide that such Lender will not, without the   consent of the Participant, agree to any amendment, modification or waiver with respect any   actions set forth in §14.11 that require the unanimous consent of the Lenders and that affects such   Participant.  Subject to paragraph (e) of this §14.6, the Borrower agrees that each Participant shall   be entitled to the benefits of §§5.9, 5.12 and 5.13 to the same extent as if it were a Lender and had   acquired its interest by assignment pursuant to paragraph (b) of this §§14.6.  To the extent   permitted by law, each Participant also shall be entitled to the benefits of §14.1 as though it were   a Lender, provided such Participant agrees to be subject to §§2.1.5 as though it were a Lender.   (e) Limitations upon Participant Rights.  A Participant shall not be entitled to receive any   greater payment under §§5.9, 5.12 and 5.13 than the applicable Lender would have been entitled to   receive with respect to the participation sold to such Participant, unless the sale of the participation to   such Participant is made with the Borrowers’ prior written consent.  A Participant that would be a Foreign   Lender if it were a Lender shall not be entitled to the benefits of §5.13 unless the Borrowers are notified   of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to   comply with §5.13(e) as though it were a Lender.     (f) Certain Pledges.  Any Lender may at any time pledge or assign a security interest in all or   any portion of its rights under this Agreement to secure obligations of such Lender, including any pledge   or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or   assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee   or assignee for such Lender as a party hereto.     § 14.7 Notices and Other Communications; Facsimile Copies.    (a) General.  Unless otherwise expressly provided herein, all notices and other   communications provided for hereunder shall be in writing (including by facsimile transmission). All   such written notices shall be mailed, faxed or delivered to the address, facsimile number or (subject to   subsection (c) below) electronic mail address specified for notices to the applicable party on Schedule   14.7; or to such other address, facsimile number or electronic mail address as shall be designated by such   party in a notice to the other party.  All notices and other communications expressly permitted hereunder   to be given by telephone shall be made to the telephone number specified for notices to the applicable   party on Schedule 14.7, or to such other telephone number as shall be designated by such party in a notice   to the other party.  All such notices and other communications shall be deemed to be given or made upon   the earlier to occur of (i) actual receipt by the relevant party hereto and (ii) (A) if delivered by hand or by   courier, when signed for by or on behalf of the relevant party hereto; (B) if delivered by mail, four   Business Days after deposit in the mails, postage prepaid; (C) if delivered by facsimile, when sent and     





 







   -76-   6553436v9   receipt has been confirmed by telephone; and (D) if delivered by electronic mail (which form of delivery   is subject to the provisions of subsection (c) below), when delivered; provided, however, that notices and   other communications to the Administrative Agent pursuant to §§2 and 5 shall not be effective until   actually received by the Administrative Agent.  In no event shall a voicemail message be effective as a   notice, communication or confirmation hereunder.   (b) Effectiveness of Facsimile Documents and Signatures.  Loan Documents may be   transmitted and/or signed by facsimile.  The effectiveness of any such documents and signatures shall,   subject to applicable law, have the same force and effect as manually-signed originals and shall be   binding on all Loan Parties and the Lender.  The Lender may also require that any such documents and   signatures be confirmed by a manually-signed original thereof; provided, however, that the failure to   request or deliver the same shall not limit the effectiveness of any facsimile document or signature.   (c) Reliance by Lender.  The Administrative Agent and the Lenders shall be entitled to rely   and act upon any notices (including telephonic Loan Requests) purportedly given by or on behalf of any   Borrower even if (i) such notices were not made in a manner specified herein, were incomplete or were   not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as   understood by the recipient, varied from any confirmation thereof.  The Borrowers shall indemnify the   Administrative Agent, the Lenders, their respective Affiliates, and their respective officers, directors,   employees, agents and attorneys-in-fact from all losses, costs, expenses and liabilities resulting from the   reliance by such Person on each notice purportedly given by or on behalf of any Borrower.  All telephonic   notices to and other communications with the Lender may be recorded by the Lender, and the Borrowers   hereby consent to such recording.   § 14.8 Cumulative Remedies; Captions; Counterparts.    The rights and remedies herein expressed are cumulative and not exclusive of any other rights   which the Lender would otherwise have.  The captions in this Agreement are for convenience of reference   only and shall not define or limit the provisions hereof.  This Agreement and any amendment hereof may   be executed in several counterparts and by each party on a separate counterpart, each of which when so   executed and delivered shall be an original, but all of which together shall constitute one instrument.  In   proving this Agreement it shall not be necessary to produce or account for more than one such counterpart   signed by the party against whom enforcement is sought.   § 14.9 USA Patriot Act Notice.    Each Lender that is subject to the Act (as hereinafter defined) and the Administrative Agent   hereby notifies the Borrowers that, pursuant to the requirements of the USA PATRIOT Act (Title III of   Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), it is required to obtain, verify and record   information that identifies the Borrowers, which information includes the names and addresses of the   Borrowers and other information that will allow each of the Lenders and the Administrative Agent to   identify the Borrowers in accordance with the Act.    § 14.10 Entire Agreement; Etc.    The Loan Documents and any other documents executed in connection herewith or therewith   express the entire understanding of the parties with respect to the transactions contemplated hereby.    Neither this Agreement nor any term hereof may be changed, waived, discharged or terminated, except as   provided in §14.11.   § 14.11 Consents; Amendments; Waivers; Etc.      





 







   -77-   6553436v9   No amendment or waiver of any provision of this Agreement or any other Loan Document, and   no consent to any departure by the Borrowers therefrom, shall be effective unless in writing signed by the   Required Lenders and the Borrowers, and acknowledged by the Administrative Agent, and each such   waiver or consent shall be effective only in the specific instance and for the specific purpose for which   given; provided, however, that no such amendment, waiver or consent shall:   (a) waive any condition set forth in §§6.1 and 6.2 without the written consent of each   Lender;   (b) extend or increase the Commitment of any Lender (or reinstate any Commitment   terminated pursuant to §§12.1 and 12.2) without the written consent of such Lender;   (c) postpone any date fixed by this Agreement or any other Loan Document for any payment   or mandatory prepayment of principal, interest, fees or other amounts due to the Lenders (or any of them)   hereunder or under any other Loan Document without the written consent of each Lender directly affected   thereby;   (d) reduce the principal of, or the rate of interest specified herein on any Revolving Credit   Loan or Letter of Credit, or any fees or other amounts payable hereunder or under any other Loan   Document without the written consent of each Lender directly affected thereby; provided, however, that   only the consent of the Required Lenders shall be necessary (i) to amend the definition of “Default Rate”   or to waive any obligation of the Borrowers to pay interest at the Default Rate or (ii) to amend any   financial covenant hereunder (or any defined term used therein) even if the effect of such amendment   would be to reduce the rate of interest on any Revolving Credit Loan or to reduce any fee payable   hereunder;   (e) release any Guarantor from its obligations under § 11.1 or release all or substantially all   of the Collateral or the Pledged Equity, as applicable, without the consent of each Lender;   (f) change any provision of this §14.11 or the definition of “Required Lenders” or any other   provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise   modify any rights hereunder or make any determination or grant any consent hereunder without the   written consent of each Lender; or   (g) amend, modify or eliminate the definition of Borrowing Base or any of the defined terms   (including the definitions of Eligible Accounts and Eligible Accounts) that are used in such definition to   the extent that any such change results in more credit being made available to the Borrowers based upon   the Borrowing Base, but not otherwise, or the definition of Loan Cap;   and, provided further, that (i) no amendment, waiver or consent shall, unless in writing and   signed by the Issuing Bank in addition to the Lenders required above, affect the rights or duties of the   Issuing Bank under this Agreement or any documents relating to any Letter of Credit issued or to be   issued by it; and (ii) no amendment, waiver or consent shall, unless in writing and signed by the   Administrative Agent in addition to the Lenders required above, affect the rights or duties of the   Administrative Agent under this Agreement or any other Loan Document.  Notwithstanding anything to   the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment,   waiver or consent hereunder, except that the Commitment of such Lender may not be increased or   extended without the consent of such Lender.   § 14.12 Concerning Joint and Several Liability.      





 







   -78-   6553436v9   Notwithstanding anything herein to the contrary, in consideration of the financial   accommodations to be provided by the Administrative Agent and the Lenders under this Agreement, for   the mutual benefit, directly and indirectly, of each applicable Borrower and in consideration of the   undertakings of the other applicable Borrowers to accept limited joint and several liability as set forth   herein:   (a) Each Borrower, jointly and severally, hereby irrevocably and unconditionally accepts, not   merely as a surety but also as a co-debtor, joint and several liability with the other Borrowers with respect   to the payment and performance of all of the Obligations, it being the intention of the parties hereto that   all of the Obligations shall be the joint and several obligations and liabilities of each Borrower without   preferences or distinction among them.    (b) If and to the extent that any of the Borrowers shall fail to make any payment with respect   to any of the applicable Obligations of such Borrower as and when due or to perform any such   Obligations in accordance with the terms thereof, then in each such event all other Borrowers will make   such payment with respect to, or perform, such Obligation, in accordance with the terms thereof.   (c) The respective Obligations of each applicable Borrower under the provisions of this   §14.12 constitute full recourse Obligations of each such Borrower enforceable against each such   Borrower to the full extent of its properties and assets, irrespective of the validity, regularity or   enforceability of this Agreement or any other circumstance whatsoever.   (d) Except as otherwise expressly provided in this Agreement, each Borrower, to the fullest   extent permitted by applicable law, hereby waives notice of acceptance of its joint and several liability, as   applicable, notice of any Revolving Credit Loans made under this Agreement, notice of any action at any   time taken or omitted by the Administrative Agent or the Lenders under or in respect of any of the   Obligations, and, generally, to the extent permitted by applicable law, all demands, notices and other   formalities of every kind in connection with this Agreement.  Each Borrower, to the fullest extent   permitted by applicable law, hereby waives all defenses which may be available by virtue of any   valuation, stay, moratorium law or other similar law now or hereafter in effect, any right to require the   marshaling of assets of the Borrowers and any other Person primarily or secondarily liable with respect to   any of the Obligations and all suretyship defenses generally.  Each Borrower, to the fullest extent   permitted by applicable law, hereby assents to, and waives notice of, any extension or postponement of   the time for the payment of any of the Obligations, the acceptance of any payment of any of the   Obligations, the acceptance of any partial payment thereon, any waiver, consent or other action or   acquiescence by the Lenders at any time or times in respect of any default by any of the Borrowers in the   performance or satisfaction of any term, covenant, condition or provision of this Agreement, any and all   other indulgences whatsoever by the Lenders in respect of any of the Obligations, and the taking,   addition, substitution or release, in whole or in part, at any time or times, of any security for any of the   Obligations or the addition, substitution or release, in whole or in part, of any of the Borrowers.  Without   limiting the generality of the foregoing, each Borrower assents to any other action or delay in acting or   failure to act on the part of the Lenders with respect to the failure by any of the Borrowers to comply with   any of its respective Obligations, including, without limitation, any failure strictly or diligently to assert   any right or to pursue any remedy or to comply fully with applicable laws or regulations thereunder,   which might, but for the provisions of this §14.12, afford grounds for terminating, discharging or   relieving any of the Borrowers, in whole or in part, from any of its Obligations under this §14.12, it being   the intention of each Borrower that, so long as any of the Obligations hereunder remain unsatisfied, the   Obligations of such Borrowers under this §14.12 shall not be discharged except by performance and then   only to the extent of such performance.  The Obligations of each Borrower under this §14.12 shall not be   diminished or rendered unenforceable by any winding up, reorganization, arrangement, liquidation, re-   construction or similar proceeding with respect to any of the Borrowers, the Administrative Agent or the     





 







   -79-   6553436v9   Lenders.  The joint and several liability of the Borrowers hereunder shall continue in full force and effect   notwithstanding any absorption, merger, amalgamation or any other change whatsoever in the name,   membership, constitution or place of formation of any of the Borrowers, the Administrative Agent, the   Canadian Lender or the Lenders.   (e) To the extent any Borrower makes a payment hereunder in excess of the aggregate   amount of the benefit received by such Borrower in respect of the extensions of credit under the   Agreement (the “Benefit Amount”), then such Borrower, after the payment in full, in cash, of all of the   Obligations, shall be entitled to recover from each other applicable Borrower such excess payment, pro   rata, in accordance with the ratio of the Benefit Amount received by each such other Borrower to the total   Benefit Amount received by all applicable Borrowers, and the right to such recovery shall be deemed to   be an asset and property of such Borrower so funding; provided, that each Borrower hereby agrees that it   will not enforce any of its rights of contribution or subrogation against the other Borrowers with respect   to any liability incurred by it hereunder or under any of the other Loan Documents, any payments made   by it to any of the Lenders or the Administrative Agent with respect to any of the Obligations or any   collateral security therefor until such time as all of the Obligations have been irrevocably paid in full in   cash, the Commitments have terminated and no Letters of Credit shall be outstanding (or have been   backstopped or cash collateralized on terms reasonably acceptable to the Administrative Agent).  Any   claim which any Borrower may have against any other Borrower with respect to any payments to the   Lenders or the Administrative Agent hereunder or under any other Loan Document are hereby expressly   made subordinate and junior in right of payment, without limitation as to any increases in the Obligations   arising hereunder or thereunder, to the prior payment in full of the Obligations and, in the event of any   insolvency, bankruptcy, receivership, liquidation, reorganization or other similar proceeding under the   laws of any jurisdiction relating to any Borrower, its debts or its assets, whether voluntary or involuntary,   all such Obligations shall be paid in full before any payment or distribution of any character, whether in   cash, securities or other property, shall be made to any other Borrower therefor.   (f) Each Borrower hereby agrees that the payment of any amounts due with respect to the   Indebtedness owing by any Borrower to any other Borrower is hereby subordinated to the prior payment   in full in cash of the Obligations.  Each Borrower hereby agrees that after the occurrence and during the   continuance of any Event of Default, such Borrower will not demand, sue for or otherwise attempt to   collect any such Indebtedness of any other Borrower owing to such Borrower until the Obligations shall   have been paid in full in cash, the Commitments have terminated and no Letters of Credit shall be   outstanding (or have been backstopped or cash collateralized on terms reasonably acceptable to the   Administrative Agent).  If, notwithstanding the foregoing sentence, such Borrower shall collect, enforce   or receive any amounts in respect of such Indebtedness before payment in full in cash of the Obligations,   such amounts shall be collected, enforced, received by such Borrower as trustee for the Administrative   Agent and be paid over to the Administrative Agent for the pro rata accounts of the Lenders to be applied   to repay (or be held as security for the repayment of) the Obligations, provided that nothing in this section   shall be effective to create a registrable charge.   (g) The provisions of this §14.12 are made for the benefit of the Administrative Agent and   the Lenders and their successors and assigns, and may be enforced in good faith by them from time to   time against any or all of the Borrowers as often as the occasion therefor may arise and without   requirement on the part of the Administrative Agent or the Lenders first to marshal any of their claims or   to exercise any of their rights against any other Borrower or to exhaust any remedies available to them   against any other Borrower or to resort to any other source or means of obtaining payment of any of the   Obligations hereunder or to elect any other remedy.  The provisions of this §14.12 shall remain in effect   until all of the Obligations shall have been paid in full in cash or otherwise fully satisfied, the   Commitments have terminated and no Letters of Credit shall be outstanding (or have been backstopped or   cash collateralized on terms reasonably acceptable to the Administrative Agent).  If at any time, any     





 







   -80-   6553436v9   payment, or any part thereof, made in respect of any of the Obligations, is rescinded or must otherwise be   restored or returned by the Administrative Agent or the Lenders upon the insolvency, bankruptcy or   reorganization of any of the Borrowers or is repaid in good faith settlement of a pending or threatened   avoidance claim, or otherwise, the provisions of this §14.12 will forthwith be reinstated in effect, as   though such payment had not been made.   (h) It is the intention and agreement of each of the Borrowers and the Lenders that the   obligations of such Borrower under this Agreement shall be valid and enforceable against such Borrower   to the maximum extent permitted by applicable law.  Accordingly, if any provision of this Agreement   creating any obligation of a Borrower in favor of the Lenders shall be declared to be invalid or   unenforceable in any respect or to any extent, it is the stated intention and agreement of such Borrower   and the Lenders that any balance of the obligation created by such provision and all other obligations of   the Borrower to the Lenders created by other provisions of this Agreement shall remain valid and   enforceable.  Likewise, if by final order a court of competent jurisdiction shall declare any sums which   the Lenders may be otherwise entitled to collect from any Borrower under this Agreement to be in excess   of those permitted under any law (including any federal or state fraudulent conveyance or like statute or   rule of law) applicable to such Borrower’s obligations under this Agreement, it is the stated intention and   agreement of the Borrower and the Lenders that all sums not in excess of those permitted under such   applicable law shall remain fully collectible by the Lenders from such Borrower.   § 14.13 Governing Law.    THIS AGREEMENT AND EACH OF THE OTHER LOAN DOCUMENTS (EXCEPT AS   EXPRESSLY SET FORTH THEREIN) ARE CONTRACTS UNDER AND SHALL FOR ALL   PURPOSES BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF   THE COMMONWEALTH OF MASSACHUSETTS (EXCLUDING THE LAWS APPLICABLE TO   CONFLICTS OR CHOICE OF LAW).  THE BORROWERS CONSENT TO THE JURISDICTION OF   ANY OF THE STATE OR FEDERAL OR COURTS LOCATED IN THE COMMONWEALTH OF   MASSACHUSETTS IN CONNECTION WITH ANY SUIT TO ENFORCE THE RIGHTS OF THE   LENDERS UNDER THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS.   § 14.14 Waiver of Jury Trial.    EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY   APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL   PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS   AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED   HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).    EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY   OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH   OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE   FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES   HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER   THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION   § 14.15 Severability.    The provisions of this Agreement are severable and if any one clause or provision hereof shall be   held invalid or unenforceable in whole or in part in any jurisdiction, then such invalidity or   unenforceability shall affect only such clause or provision, or part thereof, in such jurisdiction, and shall     





 







   -81-   6553436v9   not in any manner affect such clause or provision in any other jurisdiction, or any other clause or   provision of this Agreement in any jurisdiction.        





 







Annex II   Form of Compliance Certificate   See Attached.     





 







1   EXHIBIT E      FORM OF   COMPLIANCE CERTIFICATE   LOJACK CORPORATION   Compliance Certificate dated _______________   I, ______________________________, solely in my capacity as Chief Financial Officer of   LOJACK CORPORATION and certain of its Subsidiaries (collectively, the “Borrowers”), certify that   as of [Insert date of most recently ended fiscal quarter] (the “Reporting Date”), the Borrowers are in   compliance with §§7, 8, 9 and 10 of the Multicurrency Revolving Credit Agreement, dated as of   December 29, 2009 (as amended and in effect from time to time, the “Credit Agreement”), among the   Borrowers party thereto from time to time, the Guarantors party thereto from time to time, the Lenders,   the Issuing Banks and Citizens Bank, N.A., as Administrative Agent for the Lenders and the Issuing   Banks.  Capitalized terms which are used herein without definition and which are defined in the Credit   Agreement shall have the same meanings herein as in the Credit Agreement.   Computations to evidence the Borrowers’ compliance with §10 of the Credit Agreement are   detailed below.   LOJACK CORPORATION,   on behalf of itself and the other Borrowers            By: _______________________   Name:   Title:      [Remainder of page left blank intentionally]           





 







2   § 10.1 Minimum Debt Service Coverage Ratio (as at the end of any fiscal quarter commencing   with the fiscal quarter ending March 31, 2016)      With respect to any period of four consecutive fiscal quarters ending on the Reporting Date (the   “Reporting Period”), the ratio of (a) Consolidated EBITDA for such period minus Consolidated Capital   Expenditures of the Borrowers and their Subsidiaries during such period (excluding Capital Expenditures   made by the Borrowers and their Subsidiaries during such period in an aggregate amount not to exceed   $5,000,000 during the term of the Credit Agreement relating to the Borrowers’ one-time investment in a   new enterprise resource planning system), minus federal, state, provincial, local and foreign income taxes   actually paid during such period, minus Distributions made by the Borrowers and their Subsidiaries   during such period, divided by (b) the sum of (i) Consolidated Total Interest Expense of the Borrowers   and their Subsidiaries for such period plus (ii) the current portion of long-term Indebtedness of the   Borrowers and their Subsidiaries calculated on the Reporting Date.1      1. Consolidated EBITDA (See Line [_] of calculation pursuant to Section   10.5 of the Credit Agreement set forth below) $_________________   2. Amount expended by the Borrowers and their Subsidiaries on a   consolidated basis for indebtedness incurred by any Person in   connection with the purchase or lease by such Person of fixed assets,   both tangible (such as land, buildings, fixtures, machinery, software and   equipment) and intangible (such as patents, copyrights, trademarks,   franchises and good will) that would be required to be capitalized and   shown on the balance sheet of the Borrowers and their Subsidiaries in   accordance with GAAP, exclusive of any amounts paid for Permitted   Acquisitions.2 $_________________   3. Federal, state, provincial, local and foreign income taxes actually paid   during such period. $_________________   4. Any dividend, return of capital, distribution or any other payment,   whether direct or indirect (including through the use of hedging   agreements, the making, repayment, cancellation or forgiveness of   Indebtedness and similar Contractual Obligations) and whether in cash,   securities or other property, on account of any stock or stock equivalent   of any Loan Party, in each case now or hereafter outstanding, including   with respect to a claim for rescission of a sale of such stock or stock   equivalent, excluding, however, in each case, any dividend, return of   capital, distribution or any other payment to LoJack or any wholly   owned subsidiary thereof. $_________________   5. Line 1, minus Line 2, minus Line 3, minus Line 4 $_________________                                                                1    The current portion of long-term Indebtedness means the principal required to be paid on such Indebtedness during   the upcoming 12 month period, but excluding principal payments in respect of the Revolving Credit Loans and any   L/C Obligations.   2    For the purpose of calculating the Debt Service Coverage Ratio, Consolidated Capital Expenditures shall exclude   Capital Expenditures made by the Borrowers and their Subsidiaries in an aggregate amount not to exceed   $5,000,000 during the term of the Credit Agreement relating to the Borrowers’ one-time investment in a new   enterprise resource planning system.     





 







   6. The aggregate amount of interest expense of the Borrowers on a   consolidated basis during such period on all Indebtedness of the   Borrowers determined on a consolidated basis outstanding during all or   any part of such period. $_________________   7. The current portion of long-term Indebtedness.  The current portion of   such Indebtedness will mean the principal required to be paid on such   Indebtedness during the upcoming 12 month period, but excluding   principal payments in respect of the Revolving Credit Loans and any   L/C Obligations. $_________________   8. Sum of Line 6 plus Line 7 $_________________   9. Debt Service Coverage Ratio (Ratio of Line 5 divided by Line 8) ____:____       Minimum Permitted 1.25:1:00        





 







   § 10.2 Maximum Funded Debt to EBITDA Ratio (as at the end of any fiscal quarter commencing   with the fiscal quarter ending March 31, 2016)      Ratio of (a) Consolidated Funded Debt as of the Reporting Date minus, solely for the purpose of   calculating covenant compliance with Section 10.2 of the Credit Agreement and for no other purpose,   Qualified Domestic Cash in an amount up to $2,000,000 divided by (b) Consolidated EBITDA of the   Borrowers for the Reporting Period.      1. Outstanding principal amount of all obligations, whether current or   long-term, for borrowed money (including the Obligations under the   Credit Agreement, but excluding any net obligations under any Swap   Contract) and all obligations evidenced by bonds, debentures, notes,   loan agreements or other similar instruments $_________________   2. All purchase money Indebtedness $_________________   3. All direct obligations arising under letters of credit (including standby   and commercial), bankers’ acceptances, bank guaranties, surety bonds   and similar instruments $_________________   4. All Guarantees with respect to outstanding Indebtedness of the types   specified in Line 1 through Line 3 above of Persons other than the   Borrowers or any Subsidiary $_________________   5. All Indebtedness of the types referred to in Line 1 through Line 3 above   of any partnership or joint venture (other than a joint venture that is   itself a corporation or limited liability company) in which any Borrower   or a Subsidiary is a general partner or joint venturer, unless such   Indebtedness is expressly made non-recourse to such Borrower or such   Subsidiary $_________________   6. Consolidated Funded Debt (result of the sum of Line 1 through Line 5   above) $_________________   7. The lesser of (a) $2,000,000 and (b) the amount of Qualified Domestic   Cash held by the Borrowers on the Reporting Date $_________________   8. The sum of Line 6 minus Line 7 $_________________   9. Consolidated EBITDA (See Line 11 of the calculation of Consolidated   EBITDA pursuant to Section 10.5 of the Credit Agreement set forth   below) $_________________   10. Consolidated Funded Debt to EBITDA Ratio (Ratio of Line 8 divided   by Line 9 above) ____:____   Maximum Permitted 2.25:1.00        





 







      § 10.3 Minimum Quick Ratio (Calculated monthly beginning with the fiscal month ending March   31, 2015 and concluding with the fiscal month ending December 31, 2015; calculated quarterly   thereafter beginning with the Fiscal Quarter ending March 31, 2016)      Ratio of Quick Assets to Consolidated Current Liabilities       1. Total Consolidated current assets as determined in accordance with   GAAP $_________________   2. Inventory $_________________   3. Quick Assets (result of Line 1 minus Line 2 above) $_________________   4. All liabilities of the Borrowers and their Subsidiaries at such date   that should be classified as current liabilities on a Consolidated   balance sheet of the Borrowers and their Subsidiaries as determined   in accordance with GAAP, including the outstanding amount of all   L/C Obligations and Revolving Credit Loans on such date $_________________   5. Quick Ratio (Ratio of Line 3 divided by Line 4 above) ____:____       Monthly Reporting Period      Fiscal Month Ending Required Quick Ratio   March 31, 2015 0.75:1.00   April 30, 2015 0.80:1.00   May 31, 2015 0.85:1.00   June 30, 2015 0.85:1.00   July 31, 2015 0.85:1.00   August 31, 2015 0.85:1.00   September 30, 2015 0.90:1.00   October 31, 2015 0.90:1.00   November 30, 2015 0.95:1.00   December 31, 2015 1.00:1.00      Fiscal quarter ending March 31, 2016 and each fiscal quarter thereafter: 1.00:1.00        





 







   § 10.4 Minimum Liquidity      Unencumbered (other than Liens created pursuant to the Loan Documents)   cash denominated in Dollars and maintained by the Borrowers in the United   States with Citizens Bank, N.A. on the Reporting Date         $_________________   Minimum Required $2,000,000        





 







   § 10.5 Minimum Consolidated EBITDA (as at the end of any fiscal quarter ending on or after   March 31, 2015 but on or before December 31, 2015)      Means, for any period, for the Borrowers and their Subsidiaries on a consolidated basis, an amount equal   to Consolidated Net Income (or Deficit) for such period, plus: (a) the following to the extent deducted in   calculating such Consolidated Net Income (or Deficit): (i) consolidated interest charges for such period,   (ii) the provision for federal, state, provincial, local and foreign income taxes payable by the Borrowers   and their Subsidiaries for such period, (iii) the amount of depreciation and amortization expense   deducted in determining such Consolidated Net Income (or Deficit), (iv) non-cash charges for stock based   compensation, (v) non-cash extraordinary and unusual or non-recurring write-downs or write-offs, which   shall include any non-cash write-downs of goodwill and intangible assets, (vi) during the fiscal year of   the Borrowers ending December 31, 2015 (x) the amount of fees paid to the Lenders and fees and   expenses paid to third parties (to the extent such fees or expenses are paid in connection with the closing   of the Sixth Amendment or as required by the Sixth Amendment or this Agreement), (y) Battery Costs in   an aggregate amount not to exceed $2,000,000 for all periods, and (z) Restructuring Costs in an   aggregate amount not to exceed $1,000,000 for all periods, minus (b) any extraordinary, unusual, non-   recurring or non-operating gains (excluding any gains attributable to settlements involving EVE Energy   Co., Inc., G.L.M. Energy & Sound, Inc., VSR, Tracker Connect (Pty) Limited, and their respective   Affiliates); all calculated for the Borrowers and their Subsidiaries in accordance with generally accepted   accounting principles on a consolidated basis.      1. Consolidated Net Income (or Deficit)3 $_________________   2. Consolidated interest charges  $_________________   3. Federal, state, provincial, local and foreign income taxes payable by the   Borrowers and their Subsidiaries $_________________   4. Depreciation and amortization expense deducted in determining   Consolidated Net Income (or Deficit) under Line 1 above $_________________   5. Non-cash charges for stock based compensation $_________________   6. Non-cash extraordinary and unusual or non-recurring write-downs or   write-offs, which shall include any non-cash write-downs of goodwill   and intangible assets $_________________   7. For the fiscal year of the Borrowers ending December 31, 2015, the   amount of fees paid to the Lenders and fees and expenses paid to third   parties (to the extent such fees or expenses are paid in connection with   the closing of the Sixth Amendment or as required by the Sixth   Amendment or the Credit Agreement) $_________________   8. For the fiscal year of the Borrowers ending December 31, 2015, Battery   Costs in an aggregate amount not to exceed $2,000,000 for all periods $_________________                                                                3    (x) All costs of the Borrowers and their Subsidiaries relating to battery quality resolution and (y) all restructuring   costs of the Borrowers and LoJack Ireland, in each case to the extent accrued during the Fiscal Year of the   Borrowers ending December 31, 2015 (such costs, respectively, “Battery Costs” and “Restructuring Costs”; and   collectively, “Extraordinary Costs”), shall only reduce Consolidated Net Income (or Deficit) during any period to   the extent such Extraordinary Costs were paid in cash, or required to be paid in cash, during such period; provided,   further, that such Extraordinary Costs shall reduce Consolidated Net Income in future periods when paid in cash or   required to be paid in cash     





 







   9. For the fiscal year of the Borrowers ending December 31, 2015,   Restructuring Costs in an aggregate amount not to exceed $1,000,000   for all periods $_________________   10. Extraordinary, unusual, non-recurring or non-operating gains4 $_________________   11. Consolidated EBITDA (result of the sum of Lines 1 through 9, minus   Line 10) $_________________      Reporting Period Minimum Permitted   January 1, 2015 through March 31, 2015 ($700,000)   January 1, 2015 through June 30, 2015 $1,054,000   January 1, 2015 through September 30, 2015 $4,186,000   January 1, 2015 through December 31, 2015 $9,520,000                                                                   4    Excluding any gains attributable to settlements involving EVE Energy Co., Inc., G.L.M. Energy & Sound, Inc.,   VSR, Tracker Connect (Pty) Limited, and their respective Affiliates.     





 







Annex III   Borrowing Base Certificate   See attached.     





 







Citizens Bank         BORROWING BASE CERTIFICATE   Company Name: LoJack Corporation Date: Certificate Number:   1.  DOMESTIC ACCOUNTS RECEIVABLE Bank Use   1.(a) Gross Domestic Accounts Receivable $   1.(b) Less Domestic Accounts Receivable Ineligible $   1.(c) Eligible Domestic Accounts Receivable $ 0   1.(d) Domestic Accounts Recievable Advance Rate 80.0%   DOMESTIC ACCOUNTS RECEIVABLE AVAILABILITY $ 0   2. Other Availability / Adjustment   Explanation N/A $   3. Reserves   Item 1 Dilution Reserve $ 0   Item 2 $   Item 3 $   Item 4 $   $ 0.00   4. Total Gross Availability (Lesser of: sum of lines 1, 2, and 3 or Loan Cap) $ 0.00   Less of 4A. Sum of lines 1, 2, 3 and 4 $0   Revolving Credit Commitment $12,000,000   Commitment Reserve ($3,000,000)   Or 4B. Loan Cap $9,000,000   5. LOAN BALANCE $ 7,000,000$        6. Net available before Letter of Credit/Banker's Acceptance Holdback $ -7,000,000.00   7. Letters of Credit / Banker’s Acceptance Holdback $ 0.00   8. NET AVAILABILITY (line 10 + line 11) $ (7,000,000.00)   Notes:   CERTIFICATION   (A) Borrower hereby certifies that they are not in default under the Multicurrency Revolving Credit Agreement or any of the Borrower's liabilities.   (B) No remittances have been received from or returns and allowances granted to any debtors whose accounts have been assigned to Citizens Bank, N.A. other than         previously reported.   (C) We hereby assign to Citizens Bank, N.A. all accounts which came into existence since our last Certificate, all right, title, and interest of the undersigned in and to the         goods represented thereby, and all monies due to or to become due thereby.   Date prepared: I hereby certify that the above information is true and accurate.   Prepared by: Authorized Signature:   Commercial Loan Operations, Revised 2015    





 







Annex IV   Schedule 2 to the Credit Agreement   See attached.     





 







Schedule 2   Lenders; Commitments; Applicable Percentages   Citizens Bank, N.A.- $6,000,000 (50%)   T.D. Bank, N.A.  - $6,000,000 (50%)