FOURTH AMENDMENT TO MULTICURRENCY CREDIT AGREEMENT
Exhibit
10.1
FOURTH
AMENDMENT TO MULTICURRENCY CREDIT AGREEMENT
This
Fourth Amendment to Credit Agreement (herein, the “Amendment”)
is
entered into as of February 20, 2007, among LoJack Corporation, a Massachusetts
corporation (the “Parent”),
LoJack
Exchangeco Canada Inc., a Canadian corporation (the
“Borrowing
Subsidiary”)
and
Boomerang Tracking Inc., a Canadian corporation (“Boomerang”
and
together with the Borrowing Subsidiary, the “Canadian
Borrowers”,
the
Parent and the Canadian Borrowers, collectively the “Borrowers”
and
individually a “Borrower”),
the
Guarantors party hereto, the Lenders party hereto and Xxxxxx X.X., as
Administrative Agent for the Lenders.
A. The
Borrowers, the Guarantors, the Lenders and the Administrative Agent entered
into
a certain Multicurrency Credit Agreement, dated as of October 29, 2004, as
amended (the “Credit
Agreement”).
All
capitalized terms used herein without definition shall have the same meanings
herein as such terms have in the Credit Agreement.
B.The
Borrowers have requested that the Lenders increase the Canadian Revolving
Credit
Commitments from Cdn. $5,000,000 to Cdn. $10,000,000 and make certain other
amendments to the Credit Agreement, and the Lenders are willing to do so
under
the terms and conditions set forth in this Amendment.
NOW,
THEREFORE, for
good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
SECTION 1.
AMENDMENTS.
Subject
to the satisfaction of the conditions precedent set forth in Section 3
below, the Credit Agreement shall be and hereby is amended as
follows:
1.1. The
definition of “Canadian
Revolving Credit Commitment”
in
Section 5.1 of the Credit Agreement (Definitions) shall be amended by replacing
the amount “Cdn
$5,000,000”
appearing therein with the amount “Cdn.
$10,000,000”.
1.2. Section
8.9(k) of the Credit Agreement (Investments, Acquisitions, Loans and Advances)
shall be amended by replacing the amount “$1,500,000”
appearing therein with the amount “$4,000,000”.
1.3. Schedule
1 to the Credit Agreement shall be amended and restated in its entirety to
read
as set forth on Schedule 1 attached hereto.
SECTION 2.
NEW
NOTE.
In
substitution and replacement for that certain Canadian Revolving Note of
the
Canadian Borrowers payable to Bank of Montreal dated as of July 27, 2005,
in the
face principal amount of
Cdn.
$5,000,000 (the “Previous
Note”),
the
Canadian Borrowers shall execute and deliver to Bank of Montreal a Canadian
Revolving Note in the aggregate amount of Cdn. $10,000,000, dated as of
the date
of its issuance and otherwise in the form of Exhibit D-3 attached hereto
(the “New
Note”).
The
New Note shall be issued in substitution and replacement for the Previous
Note
and shall evidence the principal amount of the Canadian Revolving Loan
currently
outstanding and, in addition, it shall evidence all Canadian Revolving
Loans
made on and after the date hereof. All references in the Credit Agreement
to the
“Canadian
Revolving Note” shall from and after the effective date of this Amendment
be deemed references to the New Note.
SECTION 3.
CONDITIONS
PRECEDENT.
The
effectiveness of this Amendment is subject to the satisfaction of all of the
following conditions precedent:
3.1.
The
Borrowers, the Administrative Agent, and the Lenders shall have executed and
delivered this Amendment.
3.2.
The
Canadian Borrowers shall have executed and delivered to Bank of Montreal the
replacement Canadian Revolving Note in form attached hereto as
Exhibit D-3.
3.3.
The
Administrative Agent shall have received for each Lender copies of resolutions
of the Board of Directors of each Canadian Borrower authorizing the execution,
delivery and performance of this Amendment and the consummation of the
transactions contemplated hereby, together with specimen signatures of the
persons authorized to execute such documents on their behalf, all certified
in
each instance by their respective Secretary or Assistant Secretary.
3.4.
The
Administrative Agent shall have received for each Lender copies of certificates
of compliance for each of the Canadian Borrowers (dated no earlier than 30
days
prior to the date hereof) from the appropriate governmental offices where such
Canadian Borrower is incorporated.
3.5.
The
Administrative Agent shall have received for each Lender the favorable written
opinion of counsel to each of the Canadian Borrowers, in form and substance
satisfactory to the Administrative Agent.
3.6.
Legal
matters incident to the execution and delivery of this Amendment shall be
satisfactory to the Administrative Agent and its counsel.
3.7.
The
Guarantors shall have executed their reaffirmation, acknowledgment, and consent
in the space provided for that purpose below.
SECTION 4.
REPRESENTATIONS.
In
order
to induce the Lenders to execute and deliver this Amendment, the Borrowers
hereby represent to the Lenders that as of the date hereof (a) the
representations and warranties set forth in Section 6 of the Credit
Agreement are and shall be and remain true and correct
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(except
that the representations contained in Section 6.5 shall be deemed to refer
to the most recent financial statements of the Borrowers delivered to the
Lenders) and (b) the Borrowers are in compliance with the terms and
conditions of the Credit Agreement and no Default or Event of Default has
occurred and is continuing under the Credit Agreement or shall result after
giving effect to this Amendment.
SECTION 5.
MISCELLANEOUS.
5.1.
Except
as
specifically amended herein, the Credit Agreement shall continue in full force
and effect in accordance with its original terms. Reference to this specific
Amendment need not be made in the Credit Agreement, the Notes, or any other
instrument or document executed in connection therewith, or in any certificate,
letter or communication issued or made pursuant to or with respect to the Credit
Agreement, any reference in any of such items to the Credit Agreement being
sufficient to refer to the Credit Agreement as amended hereby.
5.2.
The
Borrowers agree to pay on demand all costs and expenses of or incurred by the
Administrative Agent in connection with the negotiation, preparation, execution
and delivery of this Amendment, including the fees and expenses of counsel
for
the Administrative Agent.
5.3.
This
Amendment may be executed in any number of counterparts, and by the different
parties on different counterpart signature pages, all of which taken together
shall constitute one and the same agreement. Any of the parties hereto may
execute this Amendment by signing any such counterpart and each of such
counterparts shall for all purposes be deemed to be an original. Delivery
of a counterpart hereof by facsimile transmission or by e-mail transmission
of
an Adobe portable document format file (also known as a “PDF” file) shall be
effective as delivery of a manually executed counterpart hereof. This
Amendment shall be governed by the internal laws of the State of
Illinois.
[SIGNATURE
PAGE TO FOLLOW]
-3-
This
Fourth Amendment to Multicurrency Credit Agreement is entered into as of the
date and year first above written.
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LOJACK
CORPORATION,
as Parent and Guarantor
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By
/s/Xxxxxxx Xxxxx
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Name:
Xxxxxxx Xxxxx
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Title:
Senior Vice President, CFO
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LOJACK
EXCHANGECO CANADA INC.,
as a Canadian Borrower
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By
/s/Xxxxxxx Xxxxx
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Name:
Xxxxxxx Xxxxx
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Title:
Vice President
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BOOMERANG
TRACKING INC.,
as a Canadian Borrower and Guarantor
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By
/s/Xxxxxxx Xxxxx
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Name:
Xxxxxxx Xxxxx
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Title:
Vice President, Finance
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Accepted
and agreed to.
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“Lenders”
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XXXXXX
X.X.,
in
its individual capacity as a Lender and as Administrative
Agent
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By
/s/Xxxxx Xxx
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Name:
Xxxxx Xxx
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Title:
Managing Director
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BANK
OF MONTREAL, in
its individual capacity as a Lender and as Canadian
Co-Agent
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By
/s/Xxxxx Xxx
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Name:
Xxxxx Xxx
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Title:
Managing Director
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-4-
The
undersigned Guarantors heretofore executed and delivered to the Administrative
Agent and the Lenders the Credit Agreement (wherein the Guarantors guaranteed
the Obligations, Hedging Liability, and Funds Transfer and Deposit Account
Liability). The undersigned hereby consents to the Fourth Amendment to the
Credit Agreement as set forth above and confirms that all obligations of the
undersigned under the Credit Agreement remain in full force and effect and,
without limiting the foregoing, each of the undersigned acknowledges and agrees
that the increase in the Canadian Revolving Credit Commitment constitutes
indebtedness which is guarantied by the undersigned. The undersigned further
agree that the consent of the undersigned to any further amendments to the
Credit Agreement shall not be required as a result of this consent having been
obtained. The undersigned acknowledge that the Lenders and the Administrative
Agent are relying on the assurances provided herein in entering into the
Amendment set forth above.
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LOJACK
INTERNATIONAL CORPORATION
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By
/s/Xxxxxxx Xxxxx
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Name:
Xxxxxxx Xxxxx
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Title:
Treasurer
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LOJACK
GLOBAL LLC
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By
/s/Xxxxxxx Xxxxx
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Name:
Xxxxxxx Xxxxx
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Title:
Vice President
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LOJACK
OPERATING COMPANY, L.P.
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By
/s/Xxxxxxx Xxxxx
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Name:
Xxxxxxx Xxxxx
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Title:
Vice President
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6292887
CANADA INC.
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By
/s/Xxxxxxx Xxxxx
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Name:
Xxxxxxx Xxxxx
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Title:
Vice President
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EXHIBIT D-3
CANADIAN
REVOLVING NOTE
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CDN.
$10,000,000
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February
20, 2007
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FOR VALUE RECEIVED,
the
undersigned,
LOJACK
EXCHANGECO CANADA INC.,
a
Canadian corporation (the
“Borrowing
Subsidiary”)
and
BOOMERANG
TRACKING INC.,
a
Canadian corporation (“Boomerang”
and,
together with the Borrowing Subsidiary, the “Canadian
Borrowers”),
hereby
jointly and severally promise to pay to the order of Bank of Montreal (the
“Lender”)
on the
Revolving Credit Termination Date of the hereinafter defined Credit Agreement,
at the principal office of the Canadian Co-Agent, in immediately available
funds, the principal sum of Ten Million Cdn. Dollars (Cdn. $10,000,000) or,
if less, the aggregate unpaid principal amount of all Canadian Revolving Loans
made by the Lender to the Canadian Borrowers pursuant to the Credit Agreement,
together with interest on the principal amount of each Canadian Revolving Loan
from time to time outstanding hereunder at the rates, and payable in the manner
and on the dates, specified in the Credit Agreement.
This
Note
is one of the Canadian Revolving Notes referred to in the Multicurrency Credit
Agreement dated as of October 29, 2004, as amended, among the Parent, the
Canadian Borrowers, the Guarantors party thereto, the Lenders party thereto,
Bank of Montreal, as Canadian Co-Agent for the Lenders, and Xxxxxx X.X., as
Administrative Agent for the Lenders (as extended, renewed, amended or restated
from time to time, the “Credit
Agreement”),
and
this Note and the holder hereof are entitled to all the benefits provided for
thereby or referred to therein, to which Credit Agreement reference is hereby
made for a statement thereof. All defined terms used in this Note, except terms
otherwise defined herein, shall have the same meaning as in the Credit
Agreement. This Note shall be governed by and construed in accordance with
the
internal laws of the State of Illinois.
Voluntary
prepayments may be made hereon, certain prepayments are required to be made
hereon, and this Note may be declared due prior to the expressed maturity
hereof, all in the events, on the terms and in the manner as provided for in
the
Credit Agreement.
The
Canadian Borrowers hereby waive demand, presentment, protest or notice of any
kind hereunder.
This
Canadian Revolving Note is issued in substitution and replacement for that
certain Canadian Revolving Note dated as of July 27, 2005 in the principal
amount of Cdn $5,000,000 from the Canadian Borrowers to the Lender.
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LOJACK
EXCHANGECO CANADA INC.
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BOOMERANG
TRACKING INC.
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By_____________________________
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By_____________________________
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Name_______________________
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Name______________________
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Title________________________
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Title_______________________
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-2-
SCHEDULE 1
COMMITMENTS
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NAME
OF LENDER
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TERM
LOAN*
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CANADIAN
REVOLVING CREDIT COMMITMENT
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DOMESTIC
REVOLVING CREDIT COMMITMENT
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Xxxxxx
X.X.
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N/A
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N/A
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U.S.
$10,000,000
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Bank
of Montreal
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Cdn.
$16,930,500
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Cdn.
$10,000,000
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N/A
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TOTAL
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Cdn.
$16,930,500
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Cdn.
$10,000,000
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U.S.
$10,000,000
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*Amount
outstanding as of February 12, 2007