Exhibit 10-1
LOAN AND SECURITY AGREEMENT
by and among
THE PRIVATEBANK AND TRUST COMPANY, as Administrative Agent,
THE FINANCIAL INSTITUTIONS FROM TIME TO TIME
A PARTY HERETO, as Lenders
and
COBRA ELECTRONICS CORPORATION, as Borrower
Dated as of February 15, 2008
TABLE OF CONTENTS
Page 1.
DEFINITIONS.
1 2.
LOANS.
11 3.
LETTERS OF
CREDIT.
15 4.
INTEREST, FEES AND CHARGES.
17 5.
COLLATERAL.
22 6.
PRESERVATION OF COLLATERAL AND PERFECTION OF SECURITY INTERESTS THEREIN.
24 7.
POSSESSION OF COLLATERAL AND RELATED MATTERS.
24 8.
BANK ACCOUNTS
AND COLLECTIONS.
25 9.
COLLATERAL, AVAILABILITY AND FINANCIAL REPORTS AND
SCHEDULES.
27 10.
TERMINATION.
28 11.
REPRESENTATIONS AND
WARRANTIES.
28 12.
AFFIRMATIVE COVENANTS.
33 13.
NEGATIVE COVENANTS.
38 14.
FINANCIAL COVENANTS.
41 15.
DEFAULT.
41 16.
REMEDIES
UPON AN EVENT OF DEFAULT.
44 17.
CONDITIONS PRECEDENT.
45 18.
SETTLEMENTS, DISTRIBUTIONS AND APPORTIONMENT OF PAYMENTS.
45 19.
AGENT.
46 20.
ASSIGNABILITY.
52 21.
AMENDMENTS, ETC.
54 22.
NONLIABILITY
OF AGENTS AND LENDERS.
55 23.
INDEMNIFICATION.
55 24.
CUSTOMER
IDENTIFICATION - USA PATRIOT ACT NOTICE.
55 25.
NOTICE.
56 26.
CHOICE OF GOVERNING LAW; CONSTRUCTION; FORUM SELECTION.
56 27.
HEADINGS OF
SUBDIVISIONS.
57 28.
POWER OF ATTORNEY.
57 29.
CONFIDENTIALITY.
57 30.
COUNTERPARTS.
57 31.
ELECTRONIC SUBMISSIONS.
57 32.
WAIVER
OF JURY TRIAL; OTHER WAIVERS.
58
i
EXHIBIT A - BUSINESS AND COLLATERAL LOCATIONS EXHIBIT B - COMPLIANCE CERTIFICATE
EXHIBIT C - COMMERCIAL TORT CLAIMS EXHIBIT D - FORM OF ASSIGNMENT AND ACCEPTANCE
AGREEMENT SCHEDULE 1 - CONCENTRATION LIMITS SCHEDULE 1A - PERMITTED LIENS
SCHEDULE 11(f) - ORGANIZATIONAL IDENTIFICATION NUMBERS SCHEDULE 11(g) -
LITIGATION SCHEDULE 11(i) - AFFILIATE TRANSACTIONS SCHEDULE 11(j) - NAMES &
TRADE NAMES SCHEDULE 11(n) - INDEBTEDNESS SCHEDULE 11(p) - PARENT, SUBSIDIARIES
AND AFFILIATES SCHEDULE 17(a) - CLOSING DOCUMENT CHECKLIST
- ii -
LOAN AND SECURITY AGREEMENT
THIS LOAN AND SECURITY AGREEMENT (as amended, modified or supplemented from time
to time, this "Agreement") made as of this 15th day of February, 2008 by and
among THE PRIVATEBANK AND TRUST COMPANY, an Illinois state chartered bank (in
its individual capacity "PrivateBank"), as a Lender and as administrative agent
("Administrative Agent") for itself and all other lenders from time to time a
party hereto ("Lenders"), 70 West Madison Street, Suite 200, Chicago, Illinois
60602, RBS CITIZENS, N.A., as Lender and COBRA ELECTRONICS CORPORATION, a
Delaware corporation, having its principal place of business at 6500 West
Cortland Street, Chicago, Illinois 60707 ("Borrower").
W I T N E S S E T H:
WHEREAS, Borrower has requested the Lenders to make a term loan and a revolving
credit facility (which includes letters of credit) upon the terms and conditions
set forth; and
NOW, THEREFORE, in consideration of any Loan (including any Loan by renewal or
extension) hereafter made to Borrower by Administrative Agent and/or Lenders,
and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged by Borrower, the parties agree as follows:
1. DEFINITIONS.
"Account", "Account Debtor", "Chattel Paper", "Commercial Tort Claims", "Deposit
Accounts", "Documents", "Electronic Chattel