EXHIBIT 10UU
FIFTH AMENDMENT TO LOAN AGREEMENT
THIS FIFTH AMENDMENT TO LOAN AGREEMENT (the "Amendment") is made as of
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February 27, 1998 by and among LOJACK CORPORATION, a Massachusetts corporation
(the "Parent"), and its wholly-owned subsidiaries, LOJACK INTERNATIONAL
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CORPORATION, a Delaware corporation, formerly known as LoJack Midwest
Corporation (and the successor by merger to CarSearch Corporation), which was
formerly a party to the Loan Agreement referred to below), LOJACK OF NEW JERSEY
CORPORATION, a Delaware corporation, RECOVERY SYSTEMS, INC., a Florida
corporation, LOJACK HOLDINGS CORPORATION, a Massachusetts corporation; LOJACK
VENTURE CORPORATION, a Massachusetts corporation; LOJACK OF PENNSYLVANIA, INC.,
a Delaware corporation and LOJACK FSC, LTD., a corporation organized under the
laws of Barbados (collectively, the "Original Borrowers"); by execution of the
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Joinder attached hereto, LOJACK OF PENNSYLVANIA, INC., a Delaware corporation
and LOJACK FSC, LTD., a corporation organized under the laws of the country of
Barbados (the "Borrowers") and BANKBOSTON, N.A. (f/k/a The First National Bank
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of Boston)(the "Lender").
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RECITALS
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A. The Lender and the Borrowers are parties to a Loan Agreement dated as
of December 10, 1993, as amended as of October 11, 1994, as amended February 20,
1996, as amended October 31, 1996, as amended February 28, 1997 (as so amended,
the "Loan Agreement"). Capitalized terms used herein without definition have
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the meanings assigned to them in the Loan Agreement;
B. The Borrowers wish to amend the Loan Agreement to extend the Conversion
Date (as hereinafter defined) of the Revolving Loans to June 1, 1999.
C. Subject to certain terms and conditions, the Lender is willing to
agree to such amendments as hereinafter set forth.
NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
I. AMENDMENTS TO LOAN AGREEMENT.
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A. REVOLVING CREDIT AND TERM LOANS. SECTION 2.1(A) of the Loan
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Agreement is hereby deleted in its entirety and replaced with the following:
"2.1 The Revolving Credit and Term Loans. (a) Subject to the terms and
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conditions hereof, the Lender will make Revolving Loans to the Borrowers, from
time to time from the date hereof until June 1, 1999 (the "Conversion Date"), in
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such sums as the Borrowers may request, provided that the principal amount of
Revolving Loans outstanding at any one time shall not exceed the Commitment.
Subject to the provisions of this Agreement, from the date hereof until
the Conversion Date and within the limits of the Commitment, the Borrowers may
borrow, repay and reborrow under this Section."
SECTION 2.8(B) of the Loan Agreement is hereby deleted in its entirety and
replaced with the following:
"(b) After the Conversion Date, the Borrowers shall repay the principal
amount outstanding under the Note on the Conversion Date (the "Term Loan
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Principal"), without setoff, deduction or counterclaim, in quarterly
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installments of principal on each Quarterly Date, commencing on August 31,1999
and ending on May 31, 2004, when all outstanding principal, interest and other
expenses and charges payable under this Agreement and the Note shall be due and
payable in full. The amount of each such quarterly installment shall be the
percentage of the Term Loan Principal set forth opposite the respective
Quarterly Date in the following table:
PERCENTAGE OF TERM LOAN PRINCIPAL PAYABLE
QUARTERLY DATE DURING EACH FISCAL QUARTER
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August 31, 1999 through May 31, 2000 3.00%
August 31, 2000 through May 31, 2001 4.00%
August 31, 2001 through May 31, 2002 5.00%
August 31, 2002 through May 31, 2003 6.00%
August 31, 2003 through May 31, 2004 7.00%
B. CERTAIN FINANCIAL COVENANTS.
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SECTION 5.2 of the Loan Agreement is hereby deleted in its entirety.
SECTION 5.3 of the Loan Agreement is hereby deleted in its entirety and
replaced with the following:
"5.3. Leverage. The Borrowers will not permit the ratio of Total
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Liabilities to Tangible Capital Funds to exceed 2:00:1.00 at any Quarterly
Date."
C. NEW EXHIBITS.
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1. EXHIBIT 2.1 to the Loan Agreement is deleted and the attached
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EXHIBIT 2.1 is substituted therefor.
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II. CERTAIN REPRESENTATIONS. As a material inducement to the Lender to enter
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into this Amendment, each of the Borrowers hereby represents and warrants to the
Lender (which representations and warranties shall survive the delivery of this
Amendment), after giving effect to this Amendment, as follows:
A. The execution and delivery of this Amendment and performance by each
Borrower of its respective obligations hereunder have been duly authorized by
all requisite corporate action and will not violate any provision of law, any
order, judgment or decree of any court or other agency of government, the
corporate charter and/or by-laws of each Borrower, or any indenture, agreement
or other instrument to which any Borrower is a party, or by which any Borrower
is bound.
B. The representations and warranties contained in SECTION 4 of the Loan
Agreement are true and correct in all material respects on and as of the date of
this Amendment as though made at and as of such date (except to the extent that
such representations and warranties expressly relate to an earlier date or
except to the extent variations therefrom have been permitted under the terms of
the Loan Agreement or otherwise in writing by the Lender). No material adverse
change has occurred in the assets, liabilities, financial condition, business or
prospects of any Borrowers from that disclosed in the financial statements most
recently furnished to the Lender. No Event of Default has occurred and is
continuing.
C. The Borrowers are not required to obtain any consent, approval or
authorization from, or to file any declaration or statement with, any
governmental instrumentality or other agency or any other person or entity in
connection with this Amendment.
D. This Amendment and the Note constitutes the legal, valid and binding
obligation of each Borrower, enforceable against each of them in accordance with
their respective terms, subject to bankruptcy, insolvency, reorganization,
moratorium and similar laws affecting the rights and remedies of creditors
generally or the application of principles of equity, whether in any action at
law or proceeding in equity, and subject to the availability of the remedy of
specific performance or of any other equitable remedy or relief to enforce any
right thereunder.
III. CONDITIONS. The willingness of the Lender to agree to the foregoing is
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subject to the following conditions:
A. Each Borrower shall have executed and delivered to the Lender (or shall
have caused to be executed and delivered to the Lender) the following:
1. This Amendment;
2. The Note in the form of the new EXHIBIT 2.1 to the Loan Agreement
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(which shall supersede and replace the Amended and Restated Revolving Credit and
Term Note dated February 28, 1997);
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3. True and complete copies of all required directors' consents and/or
resolutions, authorizing the execution and delivery of this Amendment and such
other documents as may be necessary, certified by a duly authorized officer of
the appropriate Borrowers; and
4. Such other supporting documents and certificates as the Lender or
its counsel may reasonably request.
B. The Borrowers shall have paid to the Lender all outstanding legal fees
and disbursements of the Lender's counsel;
C. All legal matters relating to this Amendment shall be satisfactory to
the Lender and its counsel.
IV. EFFECT OF AMENDMENT. This Amendment constitutes an amendment to and
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modification of the Loan Agreement and each of the Loan Documents. Each
reference in the Loan Agreement to the "Loan Agreement", "this Agreement",
"hereunder", "hereof" or words of like import referring to the Loan Agreement
shall mean and be a reference to the Loan Agreement, as amended by this
Amendment.
V. MISCELLANEOUS.
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A. As provided in the Loan Agreement, the Borrowers jointly and severally
agree to reimburse the Lender upon demand for all reasonable out-of-pocket
costs and expenses of the Lender, including all reasonable fees and
disbursements of counsel to the Lender incurred in connection with the
preparation of this Amendment and any other agreements, instruments and
documents executed pursuant hereto.
B. This Amendment shall be governed by and construed in accordance with the
laws of the Commonwealth of Massachusetts.
C. This Amendment may be executed by the parties hereto in several
counterparts hereof and by the different parties hereto on separate counterparts
hereof, all of which counterparts shall together constitute one and the same
agreement.
D. The obligations of the Borrowers under this Amendment shall be joint and
several in nature.
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IN WITNESS WHEREOF, the Lender and the Borrowers have caused this Amendment
to be duly executed as a sealed instrument by their duly authorized
representatives, all as of the day and year first above written.
LOJACK CORPORATION
By: /s/ Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
Title: President
LOJACK INTERNATIONAL CORPORATION
By: /s/ Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
Title: President
LOJACK OF NEW JERSEY CORPORATION
By: /s/ Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
Title: President
RECOVERY SYSTEMS, INC.
By: /s/ Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
Title: President
LOJACK HOLDINGS CORPORATION
By: /s/ Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
Title: President
LOJACK VENTURE CORPORATION
By: /s/ Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
Title: President
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LOJACK OF PENNSYLVANIA, INC.
By: /s/ Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
Title: President
LOJACK FSC, LTD.
By: /s/ Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
Title: President
BANKBOSTON, N.A.
By: /s/ Xxxxxxxx X. Xxxxx
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Name: Xxxxxxxx X. Xxxxx
Title: Vice President
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