Exhibit 10.3
FIFTH AMENDMENT TO LOAN AND SECURITY AGREEMENT
THIS FIFTH AMENDMENT TO LOAN AND SECURITY AGREEMENT ("Amendment") is made as of
April 9, 2010 by and among COBRA ELECTRONICS CORPORATION, a Delaware corporation
(the "Borrower"), THE PRIVATEBANK AND TRUST COMPANY, an Illinois state chartered
bank, as Administrative Agent ("Administrative Agent") and the Lenders currently
party to the Loan Agreement (as hereinafter defined).
RECITALS
A.
The Administrative Agent, the Lenders and the Borrower entered
into a Loan and Security Agreement dated as of February 15, 2008 as heretofore
amended (as so amended, the "Loan Agreement").
B.
The parties to the Loan Agreement desire to enter into this
Amendment for the purpose of making certain amendments to the Loan Agreement.
AGREEMENT
In consideration of the matters set forth in the recitals and the covenants and
provisions herein set forth, and other valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:
1.
DEFINITIONS.
CAPITALIZED TERMS USED BUT NOT DEFINED HEREIN ARE
USED AS DEFINED IN THE LOAN AGREEMENT.
2.
AMENDMENTS.
UPON SATISFACTION OF THE CONDITIONS PRECEDENT
HEREINAFTER SET FORTH, THE LOAN AGREEMENT SHALL BE AMENDED AS FOLLOWS:
2.1.
THE DEFINITION OF AVAILABILITY RESERVE CONTAINED IN SECTION 1 OF
THE LOAN IS HEREBY AMENDED IN ITS ENTIRETY TO READ AS FOLLOWS:
"Availability Reserve" shall mean $3,000,000 for the period prior to the Fifth
Amendment Effective Date and $2,500,000 at all times thereafter.
2.2.
SECTION 1.1 OF THE LOAN AGREEMENT IS HEREBY AMENDED BY ADDING
NEW DEFINITIONS OF FIFTH AMENDMENT AND FIFTH AMENDMENT EFFECTIVE DATE WHICH READ
AS FOLLOWS:
"Fifth Amendment" means the Fifth Amendment to Loan and Security Agreement dated
as of April 9, 2010 by and among the Borrower, the Administrative Agent and the
Lenders.
"Fifth Amendment Effective Date" shall mean April 9, 2010.
2.3.
SECTION 4(C) OF THE LOAN AGREEMENT IS HEREBY AMENDED BY ADDING A
NEW SUBSECTION (VI) AT THE END THEREOF WHICH READS AS FOLLOWS:
"(vi)
Fifth Amendment Fee.
The Borrower agrees to pay to the
Administrative Agent for the pro rata account of the Lenders party to the Fifth
Amendment the sum of $10,000 as and for a nonrefundable amendment fee, such fee
to be payable on July 1, 2010 provided that such fee shall be waived in the
event the Borrower has repaid the Liabilities in full and terminated the
Revolving Loan Commitments on or before June 30, 2010."
3.
AFFIRMATION.
EXCEPT AS EXPRESSLY AMENDED HEREBY, THE LOAN
AGREEMENT AND THE OTHER AGREEMENTS ARE AND SHALL CONTINUE IN FULL FORCE AND
EFFECT AND THE BORROWER HEREBY FULLY RATIFIES AND AFFIRMS THE LOAN AGREEMENT AND
EACH OTHER AGREEMENT TO WHICH IT IS A PARTY.
REFERENCE IN ANY OF THIS
AMENDMENT, THE LOAN AGREEMENT OR ANY OTHER AGREEMENT TO THE LOAN AGREEMENT SHALL
BE A REFERENCE TO THE LOAN AGREEMENT AS AMENDED HEREBY AND AS FURTHER AMENDED,
MODIFIED, RESTATED, SUPPLEMENTED OR EXTENDED FROM TIME TO TIME.
4.
REPRESENTATIONS AND WARRANTIES.
TO INDUCE THE ADMINISTRATIVE
AGENT AND LENDERS TO EXECUTE THIS AMENDMENT,