EXHIBIT 10.22
SECOND AMENDMENT TO
LOAN AND SECURITY AGREEMENT
THIS SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT ("this Amendment") is
made and entered into as of the 1st day of November, 1996, to be effective for
all purposes as of the dates specified herein, by and among FLEET CAPITAL
CORPORATION, a Rhode Island corporation, successor in interest by merger to
FLEET CAPITAL CORPORATION, a Connecticut corporation, formerly known as SHAWMUT
CAPITAL CORPORATION, successor in interest by assignment to BARCLAYS BUSINESS
CREDIT, INC. ("Lender"), LOWRANCE ELECTRONICS, INC., a Delaware corporation
("Lowrance"), LEI EXTRAS, INC., a Delaware corporation ("LEI"), LOWRANCE
CONTRACTS, INC., a Delaware corporation ("Lowrance Contracts") and SEA
ELECTRONICS, INC., an Oklahoma corporation ("Sea Electronics") (Lowrance, LEI,
Lowrance Contracts and Sea Electronics are herein individually and collectively
called "Borrower").
RECITALS
A. Borrower, Lowrance Australia Pty Limited ("Lowrance Australia") and
Lender have entered into that certain Loan and Security Agreement, dated
December 15, 1993, as amended by that certain First Amendment to Loan and
Security Agreement, dated October 16, 1995 (as amended, the "Loan Agreement").
X. Xxxxxxxx has advised Lender that Lowrance Australia has been
deregistered and that all of its Properties were transferred to Lowrance prior
to such deregistration.
C. Borrower and Lender desire to amend the Loan Agreement and the Other
Agreements to allow and provide for certain matters as hereinafter set forth.
NOW, THEREFORE, in consideration of the premises herein contained and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties, intending to be legally bound, agree as
follows:
ARTICLE I
Definitions
1.01 Capitalized terms used in this Amendment are defined in the Loan
Agreement, as amended hereby, unless otherwise stated.
ARTICLE II
Amendments
2.01 Amendment to Preamble of the Loan Agreement. Effective as of the date
hereof: (i) the Preamble of the Loan Agreement is hereby amended by deleting
therefrom the words
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"SHAWMUT CAPITAL CORPORATION" and substituting in its place the words "FLEET
CAPITAL CORPORATION"; and (ii) the term Borrower is hereby amended by deleting
therefrom the reference to Lowrance Australia.
2.02 Amendment to Section 1.1; Amendment of Certain Definitions. Effective
as of the date hereof, the definitions of "Bank", "Eligible Inventory",
"Security Documents" and "Term Note" contained in Section 1.1 of the Loan
Agreement are hereby deleted in their entirety, and the following shall be
substituted therefor:
"Bank - Fleet National Bank of Connecticut."
"Eligible Inventory - Inventory of Borrower consisting of raw
materials or finished goods (after deducting therefrom, (A) Inventory
consisting of packaging materials and supplies, promotional materials,
samples and display materials, and Inventory neither offered for sale nor
used as a component in the production or repair of Borrower's finished
goods, (B) all reserves established for excess, slow moving, obsolete or
unmerchantable Inventory, which reserves shall be calculated and adjusted
from time to time using the Borrower's reports with respect to the
determination of excess raw materials and finished goods, and (C) all
reserves established by Lender in its good faith credit judgment with
respect to shrinkage or spoilage of Inventory) is Eligible Inventory.
Notwithstanding the generality of the foregoing, no Inventory shall be
Eligible Inventory unless it:
(a) is raw materials or finished goods,
(b) is in good, new and saleable condition or usable in the
production or repair of Borrower's finished goods (and is not work in
progress),
(c) meets all standards imposed by any governmental agency or
authority,
(d) conforms in all respects to the warranties and
representations set forth in Section 6.1 hereof,
(e) is at all times subject to Lender's duly perfected, first
priority security interest and no other Lien except a Permitted Lien,
(f) is situated at a location in compliance with Section 4.6
hereof, is not in-transit and is not located in Mexico, and
(g) is not consigned by any Person to Borrower or by Borrower to
any Person.
Furthermore, Lender shall have the right to increase or decrease from time
to time the amount of the deduction described in clause (B) of the first
sentence of this definition of Eligible Inventory if Lender, following its
evaluation of Borrower's reserves for excess,
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slow moving, obsolete or unmerchantable Inventory (which reserves shall be
evaluated by Lender utilizing Borrower's books and records), determines in
the exercise of its good faith credit judgment that such increases or
decreases are necessary or appropriate."
"Security Documents - the Mortgage, each New Mortgage, the Stock
Pledge Agreement, the Insurance Assignment, the Patent Assignment, the
Trademark Assignment, the Fixed and Floating Equitable Charge, the Mexican
Security Documents and all other instruments and agreements now or at any
time hereafter securing the whole or any part of the Obligations."
"Term Note - the Second Amended and Restated Secured Promissory Note
to be executed by Borrower in favor of Lender on or about the date of the
Second Amendment Agreement to evidence the Term Loan, which shall be in
the form of Exhibit A-1 attached hereto."
2.03 Amendment to Section 1.1; Addition of Certain Definitions. Effective
as of the date hereof, Section 1.1 of the Loan Agreement is hereby amended by
adding the following definitions thereto in alphabetical order:
"Guaranty Trust Agreement - the Guaranty Trust Agreement to be
executed within thirty (30) days of the date of the Second Amendment
Agreement by and among Lowrance, Electronica Lowrance De Mexico S.A. De
C.V., the Mexican Trustee and such other parties as are acceptable to
Lender, in form and substance satisfactory to Lender in its sole
discretion."
"Mexican Security Documents - the Guaranty Trust Agreement, and all
other documents, instruments and agreements referenced therein or executed
in connection therewith."
"Mexican Trustee - Banco Bilbao Vizcaya-Mexico, S.A., in its
capacity as trustee under the Guaranty Trust Agreement."
"Second Amendment Agreement - the Second Amendment to Loan and
Security Agreement, dated as of November 1, 1996, by and between Lender
and Borrower."
2.04 Amendment to Section 2.2(A). Effective as of the date hereof, Section
2.2(A) of the Loan Agreement is hereby deleted in its entirety, and the
following shall be substituted therefor:
(A) Term Loan. Borrower hereby represents and warrants that (i) on
December 15, 1993, Lender made a term loan to Borrower in the principal
amount of $3,500,000 (the "Original Term Loan"), (ii) on the date of the
First Amendment Agreement, Lender made an additional term loan to Borrower
in the amount of $1,509,674, (iii) on the date of the First Amendment
Agreement, such additional term loan and the Original Term Loan were
combined into a single term loan in the amount of
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$3,500,000 (the "Existing Term Loan"), and (iv) the Existing Term Loan is
repayable in accordance with the terms of that certain Amended and
Restated Secured Promissory Note dated October 16, 1995, executed by
Borrower and payable to the order of Lender. Borrower further represents
and warrants that as of the date of the Second Amendment Agreement, the
aggregate unpaid principal balance of Existing Term Loan is $2,696,044,
and such amount is unconditionally owed by Borrower to Lender without
offset, defense or counterclaim of any kind, nature or description
whatsoever. Subject to the terms and conditions of the Second Amendment
Agreement, Borrower and Lender hereby agree that (i) on the date of the
Second Amendment Agreement, Lender shall make an additional term loan to
Borrower in the amount of $500,000, the proceeds of which shall be used by
Borrower solely to finance its seasonal working capital needs, and (ii)
such additional term loan and the Existing Term Loan shall be combined
into a single term loan of $3,196,044 (the "Term Loan"), which shall be
repayable in accordance with the terms of the Term Note and shall be
secured by the Collateral."
2.05 Amendment to Section 4. Effective as of the date hereof, the Loan
Agreement is hereby amended by adding a new Section 4.9 thereto, which shall
read in its entirety as follows:
"4.9 Collateral Located in Mexico. Borrower shall (a) execute and
deliver any and all agreements, documents and instruments deemed necessary
by Lender in order for Borrower to (i) grant to Lender a first priority
security interest in any Collateral located in Mexico and any issued and
outstanding capital stock of Electronica Lowrance De Mexico S.A. De C.V.
now or hereafter owned by Borrower, and/or (ii) convey to Lender or to the
Mexican Trustee, in trust, any such stock or Collateral, (b) at Lender's
request, execute and deliver to Lender all other agreements, documents and
instruments that Lender may reasonably request during the term of this
Agreement to maintain Lender's first priority security interest referred
to in clause (a) above and/or Lender's rights and interests arising from
the trust arrangement referred to in clause (a) above, and (c) reimburse
Lender for any and all reasonable costs and expenses incurred in
connection with clauses (a) and (b) above, including, without limitation,
the costs and expenses of obtaining an opinion of Mexican counsel
acceptable to Lender as to the perfection and priority of Lender's
security interest referred to clauses (a) and (b) above and/or the
enforceability of the trust arrangement referred to in clauses (a) and (b)
above."
2.06 Amendment to Section 6.1(B). Effective as of the date hereof, Section
6.1(B) of the Loan Agreement is hereby deleted in its entirety, and the
following shall be substituted therefor:
"(B) except for Inventory in transit to Ensenada, Mexico which may
from time to time be temporarily detained and held by customs officials in
Mexico, no Inventory is now, nor shall any Inventory at any time or times
hereafter be, stored with a bailee, warehouseman or similar party without
Lender's prior written consent and, if Lender gives such consent, Borrower
will concurrently therewith cause any such bailee, warehouseman, or
similar party to issue and deliver to Lender, in form and substance
acceptable to Lender, warehouse receipts therefor in Lender's name;"
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2.07 Amendment to Sections 9.2(L) and (M). Effective as of February 28,
1996, Sections 9.2(L) and (M) of the Loan Agreement are hereby deleted in their
entirety, and the following shall be substituted therefor:
"(L) Capital Expenditures. Make Capital Expenditures which, in the
aggregate, as to Borrower and its Subsidiaries, exceed (i) $5,750,000
during Borrower's fiscal year ending July 31, 1996, or (ii) $4,500,000
during each fiscal year of Borrower thereafter.
(M) Capital Lease Obligations. Incur Capital Lease Obligations
which, in the aggregate, as to Borrower and its Subsidiaries exceed (i)
$2,900,000 during Borrower's fiscal year ending July 31, 1996 or (ii)
$2,500,000 during each fiscal year of Borrower thereafter."
2.08 Amendment to Section 9.2(X). Effective as of the date hereof, Section
9.2(X) of the Loan Agreement is hereby amended by deleting therefrom the
reference to the dollar amount "$800,000" and substituting in lieu thereof the
dollar amount "$1,400,000".
2.09 Other Amendments to Loan Documents. Effective as of the date hereof,
all references in the Loan Documents to: (i) "Shawmut Capital Corporation" shall
be replaced with "Fleet Capital Corporation"; (ii) "Shawmut Capital Corporation,
a Connecticut corporation" shall be replaced with "Fleet Capital Corporation, a
Rhode Island corporation"; (iii) "Shawmut" shall be replaced with "Fleet"; and
(iv) "Lowrance Australia Pty Limited" or "Lowrance Australia", in its own name,
in its capacity as a Borrower or otherwise, shall be deleted and of no further
force and effect.
2.10 Exhibit A-1 - Form of Term Note. Effective as of the date hereof, all
references in the Loan Agreement to Exhibit A-1, which is the form of the Term
Note, shall be deemed references to the Exhibit A-1 which is attached hereto as
Annex A.
2.11 Exhibit B - Borrower's Business Locations. Effective as of the date
hereof, all references in the Loan Agreement to Exhibit B, which is entitled
"Borrower's Business Locations", shall be deemed references to the Exhibit B
which is attached hereto as Annex B.
2.12 Exhibit D - Jurisdiction of Organization and Qualification. Effective
as of the date hereof, all references in the Loan Agreement to Exhibit D, which
is entitled "Jurisdiction of Organization and Qualification", shall be deemed
references to the Exhibit D which is attached hereto as Annex C.
2.13 Exhibit G - Capital Structure. Effective as of the date hereof, all
references in the Loan Agreement to Exhibit G, which is entitled "Capital
Structure", shall be deemed references to the Exhibit G which is attached hereto
as Annex D.
2.14 Exhibit J - Property Owned or Leased by Borrower. Effective as of the
date hereof, all references in the Loan Agreement to Exhibit J, which is
entitled "Property Owned or Leased by Borrower", shall be deemed references to
the Exhibit J which is attached hereto as Annex E.
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2.15 Exhibit L - Taxing Authorities. Effective as of the date hereof, all
references in the Loan Agreement to Exhibit L, which is entitled "Taxing
Authorities", shall be deemed references to the Exhibit L which is attached
hereto as Annex F.
2.16 Exhibit O - Capitalized Leases. Effective as of the date hereof, all
references in the Loan Agreement to Exhibit O, which is entitled "Capitalized
Leases", shall be deemed references to the Exhibit O which is attached hereto as
Annex G.
2.17 Exhibit P - Operating Leases. Effective as of the date hereof, all
references in the Loan Agreement to Exhibit P, which is entitled "Operating
Leases", shall be deemed references to the Exhibit P which is attached hereto as
Annex H.
ARTICLE III
Conditions Precedent and Post-Closing Covenants
3.01 Conditions Precedent. The effectiveness of this Amendment is subject
to the satisfaction of the following conditions precedent, unless specifically
waived in writing by Lender:
(a) Lender shall have received (i) this Amendment, duly executed by
Borrower, (ii) the Term Note, in the form of Annex A attached hereto, duly
executed by Borrower, (iii) a good standing certificate for each Borrower,
issued within 15 days of the date of this Amendment by the Secretary of State or
appropriate official of the jurisdiction of its incorporation, (iv) a closing
certificate signed by the Chief Executive Officer and Chief Financial Officer of
Borrower, dated as of the date of this Amendment, stating that (A) the
representations and warranties set forth in Section 8 of the Loan Agreement are
true and correct as of such date, (B) Borrower is on such date in compliance
with all the terms and provisions set forth in the Loan Agreement, as amended by
this Amendment, and (C) on such date no Default or Event of Default has occurred
and is continuing, except for such Defaults or Events of Default as have been
specifically waived in writing by Lender, (v) a company general certificate in
the form of Annex I attached hereto (hereinafter referred to as the "Company
General Certificate") certified by the Secretary or Assistant Secretary of each
Borrower acknowledging (A) that such Borrower's Board of Directors has met and
has adopted, approved, consented to and ratified resolutions which authorize the
execution, delivery and performance by such Borrower of this Amendment and all
other Loan Documents to which such Borrower is or is to be a party, and (B) the
names of the officers of such Borrower authorized to sign this Amendment and
each of the other Loan Documents to which such Borrower is or is to be a party
hereunder including the certificates contemplated herein) together with specimen
signatures of such officers, (vi) copies of all filing receipts or
acknowledgments issued by any governmental authority to evidence any filing or
recordation necessary to perfect the Liens of Lender in any Inventory in-transit
to or from Mexico and evidence to Lender that such Liens constitute valid and
perfected first priority security interests and Liens, (vii) a consent and
ratification duly executed by Sea Electronics pursuant to which Sea Electronics
(A) consents to this Amendment, (B) ratifies the terms and conditions of
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the Sea Electronics Guaranty, and (C) acknowledges that the Obligations of
Borrower outstanding prior to October 16, 1995 are under the Sea Electronics
Guaranty, and (viii) such additional documents, instruments and information as
Lender or its legal counsel may request;
(b) The representations and warranties contained herein, in the Loan
Agreement and in the Other Agreements, as each is amended hereby, shall be true
and correct as of the date hereof, as if made on the date hereof, except that
any representations and warranties relating solely to Lowrance Australia shall
be of no force or effect as of the date hereof;
(c) No Default or Event of Default shall have occurred and be
continuing, unless such Default or Event of Default has been specifically waived
in writing by Lender; and
(d) All corporate proceedings taken in connection with the
transactions contemplated by this Amendment and all documents, instruments and
other legal matters incident thereto shall be satisfactory to Lender and its
legal counsel.
3.02 Post-Closing Covenants. Unless waived or extended in writing in
Lender's sole discretion, on or before November 30, 1996, Borrower shall have:
(a) Executed and delivered to Lender, or caused to be executed and
delivered to Lender, any and all agreements, documents and instruments deemed
necessary by Lender in order for Borrower to (i) grant to Lender a first
priority security interest in any Collateral located in Mexico and/or (ii)
convey to Lender or the Mexican Trustee, in trust, (A) any Collateral located or
to be located in Mexico, (B) any leases in respect of Borrower's real property
located in Mexico and (C) the issued and outstanding capital stock of
Electronica Lowrance De Mexico S.A. De C.V. owned by Borrower; and
(b) Executed and delivered to Lender, or caused to be executed and
delivered to Lender, any and all agreements, documents, instruments and
certificates deemed necessary by Lender in order for Borrower to (i) grant to
Lender a first priority security interest in any Collateral located in Australia
(whether or not owned at any time by Lowrance Australia) and/or continue the
Lender's first priority security interest in any such Collateral, (ii) evidence
(A) the deregistration of Lowrance Australia, (B) the transfer to Lowrance of
all Properties owned by Lowrance Australia, and (C) the good standing and
authority of Lowrance to do business in Australia and to own its Properties in
Australia.
The failure of Borrower to satisfy any of the covenants set forth in
this Section 3.02 shall constitute an immediate Event of Default under the Loan
Agreement, without any period of grace or other cure period.
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ARTICLE IV
Limited Waiver
Upon satisfaction of the conditions and covenants set forth in
Sections 3.01 and 3.02 of this Amendment, Lender hereby consents to (i) the
transfer by Lowrance of certain of its Inventory and Equipment to the leased
manufacturing facility of.Electronica Lowrance De Mexico S.A. De C.V. located in
Ensenado, Mexico (the "Mexican Manufacturing Facility"), and (ii) the transfer
into the Guaranty Trust by Lowrance of (A) all issued and outstanding capital
stock of Electronica Lowrance De Mexico S.A. De C.V. now or hereafter owned by
Lowrance and (B) all of its Inventory, Equipment and other Collateral now or
hereafter situated at the Mexican Manufacturing Facility (collectively, the
"Transfer"), (iii) consents to the deregistration of Lowrance Australia and the
transfer by Lowrance Australia of all of its Properties to Lowrance and (iv)
waives any Default or Event of Default existing under the Loan Agreement or
which would otherwise arise under the Loan Agreement solely by reason of the
consummation of the Transfer and such deregistration. Except as specifically
provided in this Article IV, nothing contained in this Amendment shall be
construed as a waiver by Lender of any covenant or provision of the Loan
Agreement, the Other Agreements, this Amendment, or of any other contract or
instrument between Borrower and Lender, and the failure of Lender at any time or
times hereafter to require strict performance by Borrower of any provision
thereof shall not waive, affect or diminish any right of Lender to thereafter
demand strict compliance therewith. Lender hereby reserves all rights granted
under the Loan Agreement, the Other Agreements, this Amendment and any other
contract or instrument between Borrower and Lender.
ARTICLE V
Ratifications, Representations and Warranties
5.01 Ratifications. The terms and provisions set forth in this Amendment
shall modify and supersede all inconsistent terms and provisions set forth in
the Loan Agreement and the Other Agreements, and, except as expressly modified
and superseded by this Amendment, the terms and provisions of the Loan Agreement
and the Other Agreements are ratified and confirmed and shall continue in full
force and effect. Borrower and Lender agree that the Loan Agreement and the
Other Agreements, as amended hereby, shall continue to be legal, valid, binding
and enforceable in accordance with their respective terms.
5.02 Representations and Warranties. Borrower hereby represents and
warrants to Lender that (a) the execution, delivery and performance of this
Amendment and any and all Other Agreements executed and/or delivered in
connection herewith have been authorized by all requisite corporate action on
the part of Borrower and will not violate the Certificate/Articles of
Incorporation or Bylaws of Borrower; (b) the representations and warranties
contained in the Loan Agreement, as amended hereby, and any Other Agreement are
true and correct on and as of the date hereof and on and as of the date of
execution hereof as though made on and as of each such date; (c) no Default or
Event of Default under the Loan Agreement, as amended hereby, has occurred and
is continuing; (d) Borrower is in full compliance with all covenants and
agreements contained in the Loan Agreement and the Other Agreements, as amended
hereby; and (e) all right, title and interest in and to the Property owned by
Lowrance Australia has been duly transferred and delivered to Lowrance,
continues to exist in the form transferred, and is now, and has since the date
of the Original Agreement continuously been, Collateral subject to Lender's
first priority security interest created under the Loan Documents (except with
respect to such portion of such Property as may have been sold or disposed of in
the ordinary course of Lowrance Australia's business).
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ARTICLE VI
Miscellaneous Provisions
6.01 Survival of Representations and Warranties. All representations and
warranties made in the Loan Agreement or any Other Agreement, including, without
limitation, any document furnished in connection with this Amendment, shall
survive the execution and delivery of this Amendment and the Other Agreements,
and no investigation by Lender or any closing shall affect the representations
and warranties or the right of Lender to rely upon them.
6.02 Reference to Loan Agreement. Each of the Loan Agreement and the Other
Agreements, and any and all other agreements, documents or instruments now or
hereafter executed and delivered pursuant to the terms hereof or pursuant to the
terms of the Loan Agreement, as amended hereby, are hereby amended so that any
reference in the Loan Agreement and such Other Agreements to the Loan Agreement
shall mean a reference to the Loan Agreement as amended hereby.
6.03 Expenses of Lender. As provided in the Loan Agreement, Borrower
agrees to pay on demand all costs and expenses incurred by Lender in connection
with the preparation, negotiation and execution of this Amendment and the Other
Agreements executed pursuant hereto and any and all amendments, modifications,
and supplements thereto, including, without limitation, the costs and fees of
Lender's legal counsel, and all costs and expenses incurred by Lender in
connection with the enforcement or preservation of any rights under the Loan
Agreement, as amended hereby, or any Other Agreements, including, without,
limitation, the costs and fees of Lender's legal counsel.
6.04 Severability. Any provision of this Amendment held by a court of
competent jurisdiction to be invalid or unenforceable shall not impair or
invalidate the remainder of this Amendment and the effect thereof shall be
confined to the provision so held to be invalid or unenforceable.
6.05 Successors and Assigns. This Amendment is binding upon and shall
inure to the benefit of Lender and Borrower and their respective successors and
assigns, except that Borrower may not assign or transfer any of its rights or
obligations hereunder without the prior written consent of Lender.
6.06 Counterparts. This Amendment may be executed in one or more
counterparts, each of which when so executed shall be deemed to be an original,
but all of which when taken together shall constitute one and the same
instrument.
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6.07 Effect of Waiver. No consent or waiver, express or implied, by Lender
to or for any breach of or deviation from any covenant or condition by Borrower
shall be deemed a consent to or waiver of any other breach of the same or any
other covenant, condition or duty.
6.08 Headings. The headings, captions, and arrangements used in this
Amendment are for convenience only and shall not affect the interpretation of
this Amendment.
6.09 Applicable Law. THIS AMENDMENT AND ALL OTHER AGREEMENTS EXECUTED
PURSUANT HERETO SHALL BE DEEMED TO HAVE BEEN MADE AND TO BE PERFORMABLE IN AND
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
TEXAS.
6.10 Final Agreement. THE LOAN AGREEMENT AND THE OTHER AGREEMENTS, EACH AS
AMENDED HEREBY, REPRESENT THE ENTIRE EXPRESSION OF THE PARTIES WITH RESPECT TO
THE SUBJECT MATTER HEREOF ON THE DATE THIS AMENDMENT IS EXECUTED. THE LOAN
AGREEMENT AND THE OTHER AGREEMENTS, AS AMENDED HEREBY, MAY NOT BE CONTRADICTED
BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE
PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. NO
MODIFICATION, RESCISSION, WAIVER, RELEASE OR AMENDMENT OF ANY PROVISION OF THIS
AMENDMENT SHALL BE MADE, EXCEPT BY A WRITTEN AGREEMENT SIGNED BY BORROWER AND
LENDER.
6.11 Release. BORROWER HEREBY ACKNOWLEDGES THAT IT HAS NO DEFENSE,
COUNTERCLAIM, OFFSET, CROSS-COMPLAINT, CLAIM OR DEMAND OF ANY KIND OR NATURE
WHATSOEVER THAT CAN BE ASSERTED TO REDUCE OR ELIMINATE ALL OR ANY PART OF ITS
LIABILITY TO REPAY THE "OBLIGATIONS" OR TO SEEK AFFIRMATIVE RELIEF OR DAMAGES OF
ANY KIND OR NATURE FROM LENDER. BORROWER HEREBY VOLUNTARILY AND KNOWINGLY
RELEASES AND FOREVER DISCHARGES LENDER, ITS PREDECESSORS, OFFICERS, DIRECTORS,
AGENTS, EMPLOYEES, SUCCESSORS AND ASSIGNS, FROM ALL POSSIBLE CLAIMS, DEMANDS,
ACTIONS, CAUSES OF ACTION, DAMAGES, COSTS, EXPENSES, AND LIABILITIES WHATSOEVER,
KNOWN OR UNKNOWN, ANTICIPATED OR UNANTICIPATED, SUSPECTED OR UNSUSPECTED, FIXED,
CONTINGENT, OR CONDITIONAL, AT LAW OR IN EQUITY, ORIGINATING IN WHOLE OR IN PART
ON OR BEFORE THE DATE THIS AMENDMENT IS EXECUTED, WHICH THE BORROWER MAY NOW OR
HEREAFTER HAVE AGAINST LENDER, ITS PREDECESSORS, OFFICERS, DIRECTORS, AGENTS,
EMPLOYEES, SUCCESSORS AND ASSIGNS, IF ANY, AND IRRESPECTIVE OF WHETHER ANY SUCH
CLAIMS ARISE OUT OF CONTRACT, TORT, VIOLATION OF LAW OR REGULATIONS, OR
OTHERWISE, AND ARISING FROM ANY "LOANS", INCLUDING, WITHOUT LIMITATION, ANY
CONTRACTING FOR, CHARGING, TAKING, RESERVING, COLLECTING OR RECEIVING INTEREST
IN EXCESS OF THE HIGHEST LAWFUL RATE APPLICABLE, THE EXERCISE OF ANY RIGHTS AND
REMEDIES UNDER THE LOAN AGREEMENT OR OTHER AGREEMENTS, AND THE NEGOTIATION OF
AND EXECUTION OF THIS AMENDMENT.
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IN WITNESS WHEREOF, this Amendment has been executed and is effective as
of the date first above-written.
"LENDER"
FLEET CAPITAL CORPORATION
By: /s/ Xxxxx XxxXxxxx
------------------------------
Xxxxx XxxXxxxx, Vice President
"BORROWER"
LOWRANCE ELECTRONICS, INC.
By: /s/ Xxxxxxx X. Xxxxxxxx
------------------------------
Xxxxxxx X. Xxxxxxxx, President
LEI EXTRAS, INC.
By: /s/ Xxxxxx X. Xxxxxxxxx
------------------------------
Xxxxxx X. Xxxxxxxxx, President
LOWRANCE CONTRACTS, INC.
By: /s/ Xxxxx X. Xxxxx
------------------------------
Xxxxx X. Xxxxx, Vice President
SEA ELECTRONICS, INC.
By: /s/ Xxxxxx X. Xxxxxxxxx
------------------------------
Xxxxxx X. Xxxxxxxxx, President
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ANNEX A
EXHIBIT A-1 - FORM OF TERM NOTE
(See Attached)
X-0
XXXXX X
XXXXXXX X - BORROWER'S BUSINESS LOCATIONS
(See Attached)
B-1
ANNEX C
EXHIBIT D - JURISDICTION OF ORGANIZATION AND QUALIFICATION
(See Attached)
X-0
XXXXX X
XXXXXXX X - XXXXXXX XXXXXXXXX
(See Attached)
D-1
ANNEX E
EXHIBIT J - PROPERTY OWNED OR LEASED BY BORROWER
(See Attached)
E-1
ANNEX F
EXHIBIT L - TAXING AUTHORITIES
(See Attached)
F-1
ANNEX G
EXHIBIT O - CAPITALIZED LEASES
(See Attached)
G-1
ANNEX H
EXHIBIT P - OPERATING LEASES
(See Attached)
H-1
ANNEX I
FORM OF COMPANY GENERAL CERTIFICATES
(See Attached)
I-1
