SECOND AMENDMENT TO CREDIT AGREEMENT
Exhibit 10.1
Execution Copy
SECOND AMENDMENT TO CREDIT AGREEMENT
This SECOND AMENDMENT TO MULTICURRENCY REVOLVING CREDIT AND TERM LOAN AGREEMENT (this
“Second Amendment”) is made and entered into as of the 29th day of December,
2010, by and among LOJACK CORPORATION (“LoJack”), the Subsidiaries listed on Schedule 1 to
the Credit Agreement referred to below (collectively with LoJack, and together with the other
Persons that from time to time become Borrowers pursuant to the provisions of the Credit Agreement,
the “Borrowers”), the Guarantors listed on Schedule 1 to the Credit Agreement (collectively
with the other Persons that from time to time become Guarantors pursuant to the provisions of the
Credit Agreement, the “Guarantors”), the Lenders listed on Schedule 2 to the Credit
Agreement (collectively, the “Lenders”), RBS CITIZENS, N.A., as Administrative Agent for
itself and each of the other Lenders from time to time party to the Credit Agreement (the
“Agent”) and Lead Arranger, and TD BANK, N.A., as Issuing Bank. Capitalized terms used
herein without definition shall have the respective meaning assigned to such terms in the Credit
Agreement.
WHEREAS, the Borrowers, the Guarantors, the Lenders and the Agent are party to that certain
Multicurrency Revolving Credit Agreement, dated as of December 29, 2009 (as the same may be amended
and in effect from time to time, the “Credit Agreement”), pursuant to which the Lenders
have extended credit to the Borrowers on the terms set forth therein;
WHEREAS, the Borrowers and the Guarantors have requested certain amendments to the Credit
Agreement including, but not limited to, the extension of the Maturity Date until January 10, 2014;
and
WHEREAS, the Agent and the Required Lenders are willing to make such amendments to the Credit
Agreement on the terms set forth herein.
NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as
follows:
I. DEFINITIONS.
Capitalized terms used herein without definition shall have the meanings assigned to such
terms in the Credit Agreement. This Second Amendment shall constitute a Loan Document for all
purposes of the Credit Agreement and the other Loan Documents.
II. AMENDMENTS TO CREDIT AGREEMENT.
Effective as of the Second Amendment Date (as defined below), the Credit Agreement is hereby
amended as follows:
(1) Amendments to Section 1.1 (Definitions) of the Credit Agreement. Section 1.1 of
the Credit Agreement is hereby amended as follows:
(a) The table set forth in the definition of “Applicable Margin” is hereby deleted, and
the following is inserted in lieu thereof:
| Applicable Margin | ||||||||||||||||
| Consolidated Funded | For Eurodollar Rate | Applicable Margin | ||||||||||||||
| Debt to Consolidated | Loans and Standby | For Base Rate | ||||||||||||||
| Level | EBITDA Ratio | Letters of Credit | Loans | Commitment Fee | ||||||||||||
I |
> 1.75:1 | 3.250 | % | 1.000 | % | 0.500 | % | |||||||||
II |
≥ 1.25:1 and ≤ 1.75:1 | 3.000 | % | 0.500 | % | 0.375 | % | |||||||||
III |
< 1.25:1 | 2.750 | % | 0.000 | % | 0.250 | % | |||||||||
(b) The definition of “Consolidated EBITDA” is hereby amended by inserting the
following paragraph at the end thereof:
“For the purposes of calculating the financial covenants set forth in Article
10 hereof or otherwise, Consolidated EBITDA may be further adjusted from time to
time with the consent of the Required Lenders.”
(c) The definition of “Interest Payment Date” is hereby amended by inserting the
following clause (c) at the end thereof:
“and (c) as to any Eurodollar Rate Loan having an Interest Period of greater
than three months, the date that is three months following the beginning of such
Interest Period and the last Business Day of the applicable Interest Period.”
(d) The definition of “Maturity Date” is hereby amended by deleting the reference
therein to “the second (2nd) anniversary of the Closing Date” and inserting the
following in place thereof: “January 10, 2014.”
(e) The following definition of “Second Amendment Date” is hereby inserted in the
correct alphabetical position:
“Second Amendment Date. Means December 29, 2010.”
(2) Amendment to Section 2.2.1(b)(iii) of the Credit Agreement. Section 2.2.1(b)(iii)
of the Credit Agreement is hereby deleted, and the following is inserted in lieu thereof:
“(iii) the expiry date of such Letter of Credit would occur after the Letter of Credit
Expiration Date, unless the Issuing Bank has agreed to such expiry date and the Borrowers
have posted cash collateral covering 105% of the face amount of such Letter of Credit in a
manner acceptable to the Agent and the Issuing Bank;”
(3) Amendment to Section 7.2 (Subsidiaries) of the Credit Agreement. The first
parenthetical in Section 7.2 of the Credit Agreement is hereby deleted, and the following is
inserted in lieu thereof:
“(as the same may be deemed amended from time to time pursuant to § 8.9 hereof or as
otherwise agreed to by the Required Lenders, the “Disclosure Letter”)”
(4) Amendment to Xxxxxxx 0.00 (Xx Xxxxx Xxxxxxxxxx) of the Credit Agreement. The
proviso set forth in Section 9.10 of the Credit Agreement is hereby deleted, and the following is
inserted in lieu thereof:
“provided, that, so long as no Default or Event of Default exists or would otherwise be
created by the consummation of such a repurchase transaction, LoJack may repurchase Capital
Stock not exceeding $10,000,000 in the aggregate for the period commencing on the Second
Amendment Date and ending on the Maturity Date.”
(5) Amendment to Schedule 2.1 (Authorized Representatives) to the Credit Agreement.
Schedule 2.1 to the Credit Agreement is hereby deleted and replaced with the restated Schedule 2.1
attached as Annex A hereto.
III. CONDITIONS TO EFFECTIVENESS:
This Second Amendment shall become effective when each of the following conditions is met
thereto (the “Second Amendment Date”):
(1) receipt by the Agent of this Second Amendment, duly and properly authorized, executed and
delivered by each of the respective parties;
(2) receipt by the Agent of certified copies of any amendments to the charter, articles of
incorporation and bylaws (or comparable organizational documents for the applicable jurisdiction)
of the Loan Parties executed since the Closing Date, certified in each instance by its Secretary,
Assistant Secretary or other duly authorized officer of such Loan Party;
(3) receipt by the Agent of copies of resolutions of the Board of Directors of the Loan
Parties (or similar governing body) authorizing the execution, delivery and performance of this
Second Amendment and the consummation of the transactions contemplated hereby, together with
specimen signatures of the persons authorized to execute this Second Amendment on its behalf, all
certified in each instance by its Secretary, Assistant Secretary or other duly authorized officer
of such Loan Party;
(4) receipt by the Agent of the certificates of good standing for each of the Loan Parties (or
the substantive equivalent certificates for Loan Parties outside of the United States) from the
office of the secretary of the state of its incorporation or organization and of each state or
jurisdiction in which it is qualified to do business as a foreign corporation or organization;
(5) receipt by the Agent of copies of UCC and other appropriate search reports (including
Intellectual Property) covering, in the case of each search, the period from the date of the most
recent search of that type delivered to the Agent through a recent date; and
(6) receipt by the Agent of an upfront commitment fee equal to $75,000 for the account of the
Lenders, which fee shall be nonrefundable for any reason whatsoever and shall be in addition to any
other fees, costs and expenses payable pursuant to the Credit Agreement and in connection with this
Second Amendment.
IV. REPRESENTATIONS AND WARRANTIES:
Each of the Borrowers and the Guarantors represent and warrant to the Agent and the Lenders as
follows:
(1) The execution, delivery and performance of this Second Amendment and the transactions
contemplated hereby (i) are within the corporate authority of each Borrower and Guarantor, (ii)
have been duly authorized by all necessary corporate proceedings of each Borrower and Guarantor,
(iii) do not conflict with or result in any breach or contravention of any provision of law,
statute, rule or regulation to which any Borrower or Guarantor is subject or any judgment, order,
writ, injunction, license or permit applicable to any Borrower or Guarantor, and (iv) do not
conflict with any provision of the governing documents of any Borrower or Guarantor.
(2) The execution, delivery and performance of this Second Amendment, and the Credit Agreement
as amended hereby, will result in valid and legally binding obligations of each Borrower and
Guarantor enforceable against each of them in accordance with the respective terms and provisions
hereof and thereof, except as enforceability is limited by bankruptcy, insolvency, reorganization,
moratorium or other laws relating to or affecting generally the enforcement of creditors’ rights
and except to the extent that availability of the remedy of specific performance or injunctive
relief or other equitable remedy is subject to the discretion of the court before which any
proceeding therefor may be brought.
(3) The execution, delivery and performance by the Borrowers and the Guarantors of this Second
Amendment does not require any approval or consent of, or filing with, any governmental agency or
authority other than those already obtained, if any.
(4) The representations and warranties contained in Section 7 of the Credit Agreement
are true and correct in all material respects (if not qualified as to materiality or Material
Adverse Effect) or in any respect (if so qualified) as of the Second Amendment Date as though made
on and as of the Second Amendment Date, except to the extent that such representations and
warranties specifically refer to an earlier date, in which case they shall be true and correct as
of such earlier date.
(5) After giving effect to this Second Amendment, no Default or Event of Default under the
Credit Agreement has occurred and is continuing.
V. MISCELLANEOUS:
(1) Ratification, Etc. Except as expressly amended hereby, the Credit Agreement, the
other Loan Documents and all documents, instruments and agreements related thereto are hereby
ratified and confirmed in all respects and shall continue in full force and effect. This Second
Amendment and the Credit Agreement shall hereafter be read and construed together as a single
document, and all references in the Credit Agreement, any other Loan Document or any agreement or
instrument related to the Credit Agreement shall hereafter refer to the Credit Agreement as amended
by this Second Amendment.
(2) Guarantor Consent. Each of the undersigned Guarantors has guaranteed all of the
Obligations under (and as defined in) the Credit Agreement. By executing this Second
Amendment, each Guarantor hereby absolutely and unconditionally reaffirms to the Lenders that
such Guarantor’s Guaranty remains in full force and effect and covers all Obligations under the
Credit Agreement. In addition, each Guarantor hereby acknowledges and agrees to the terms and
conditions of this Second Amendment (including, without limitation, the making of the
representations and warranties and the performance of the covenants applicable herein).
(3) Governing Law. THIS SECOND AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS.
(4) Counterparts. This Second Amendment may be executed in any number of counterparts
and by different parties hereto on separate counterparts, each of which when so executed and
delivered shall be an original, but all of which counterparts taken together shall be deemed to
constitute one and the same instrument. This Second Amendment, to the extent signed and delivered
by means of a facsimile machine or other electronic transmission in which the actual signature is
evident, shall be treated in all manner and respects as an original agreement or instrument and
shall be considered to have the same binding legal effect as if it were the original signed version
thereof delivered in person. At the request of any party hereto, each other party hereto or
thereto shall re-execute original forms hereof and deliver them to all other parties. No party
hereto shall raise the use of a facsimile machine or other electronic transmission in which the
actual signature is evident to deliver a signature or the fact that any signature or agreement or
instrument was transmitted or communicated through the use of a facsimile machine or other
electronic transmission in which the actual signature is evident as a defense to the formation of a
contract and each party forever waives such defense.
IN WITNESS WHEREOF, each of the undersigned has duly executed this Second Amendment to Credit
Agreement as of the date first set forth above.
| BORROWERS: LOJACK CORPORATION |
||||
| By: | /s/ Xxxxxxx X. X’Xxxxxx | |||
| Name: | Xxxxxxx X. X’Xxxxxx | |||
| Title: | Executive Vice President and Chief Financial Officer |
|||
| LOJACK GLOBAL LLC |
||||
| By: | /s/ Xxxxxxx X. X’Xxxxxx | |||
| Name: | Xxxxxxx X. X’Xxxxxx | |||
| Title: | Executive Vice President and Chief Financial Officer |
|||
| LOJACK OPERATING COMPANY, L.P. |
||||
| By: | LoJack Corporation, its General Partner | |||
| By: | /s/ Xxxxxxx X. X’Xxxxxx | |||
| Name: | Xxxxxxx X. X’Xxxxxx | |||
| Title: | Executive Vice President and Chief Financial Officer |
|||
| LOJACK SAFETYNET, INC. |
||||
| By: | /s/ Xxxxxxx X. X’Xxxxxx | |||
| Name: | Xxxxxxx X. X’Xxxxxx | |||
| Title: | Treasurer | |||
| BOOMERANG TRACKING, INC. |
||||
| By: | /s/ Xxxxxxx X. X’Xxxxxx | |||
| Name: | Xxxxxxx X. X’Xxxxxx | |||
| Title: | Vice President and Treasurer | |||
Signature Page to Citizens/LoJack Second Amendment
| GUARANTOR: LSC LOCATOR SYSTEMS INTERNATIONAL CORP. |
||||
| By: | /s/ Xxxxxxx X. X’Xxxxxx | |||
| Name: | Xxxxxxx X. X’Xxxxxx | |||
| Title: | Treasurer | |||
Signature Page to Citizens/LoJack Second Amendment
| LENDERS: RBS CITIZENS, N.A. as Lender and Agent |
||||
| By: | /s/ Xxxxx X. Xxxxxx | |||
| Name: | Xxxxx X. Xxxxxx | |||
| Title: | Senior Vice President | |||
Signature Page to Citizens/LoJack Second Amendment
| TD BANK, N.A., as Lender and Issuing Bank |
||||
| By: | /s/ Xxx X. XxXxxxx | |||
| Name: | Xxx X. XxXxxxx | |||
Signature Page to Citizens/LoJack Second Amendment
ANNEX A
Schedule 2.1 to the Credit Agreement
Xxxxxxx X. Xxxxx
Xxxxxxx X. X’Xxxxxx
Xxxx Xxxxxxx
Xxxxx Xxxxxx
