December 2004 Amendment to Loan and Security Agreement and Amendment to Certain Other Loan Documents

 

Exhibit 10.54

DECEMBER 2004 AMENDMENT TO
LOAN AND SECURITY AGREEMENT
AND AMENDMENT TO CERTAIN OTHER LOAN DOCUMENTS

     THIS DECEMBER 2004 AMENDMENT TO LOAN AND SECURITY AGREEMENT AND AMENDMENT TO CERTAIN OTHERLOAN DOCUMENTS (the “Amendment”) is made and entered into on this ___day of December,2004, by and among FLEET CAPITAL CORPORATION, a Rhode Island corporation, successor in interest bymerger to FLEET CAPITAL CORPORATION, a Connecticut corporation, formerly known as SHAWMUT CAPITALCORPORATION, successor in interest by assignment to BARCLAYS BUSINESS CREDIT, INC.(“Lender”), LOWRANCE ELECTRONICS, INC., a Delaware corporation (“Lowrance”), LEIEXTRAS, INC., a Delaware corporation (“LEI”), LOWRANCE CONTRACTS, INC., a Delawarecorporation (“Lowrance Contracts”), and SEA ELECTRONICS, INC., an Oklahoma corporation(“Sea Electronics”) (Lowrance, LEI, Lowrance Contracts and Sea Electronics are hereinindividually and collectively called “Borrower”).

RECITALS

     (A) Borrower, Lowrance Australia Pty Limited (“Lowrance Australia”) and Lender haveentered into that certain Loan and Security Agreement, dated December 15, 1993, as such Loan andSecurity Agreement has been amended, including, without limitation, as amended by (i) that certainFirst Amendment to Loan and Security Agreement, dated October 16, 1995, by and among Lender,Borrower and Lowrance Australia, (ii) that certain Second Amendment to Loan and Security Agreement,dated November 1, 1996 by and among Lender and Borrower, (iii) that certain Third Amendment to Loanand Security Agreement, dated December 30, 1996, by and among Lender and Borrower, (iv) thatcertain Fourth Amendment to Loan and Security Agreement, entered into effective as of April 1,1997, by and among Lender and Borrower, (v) that certain Fifth Amendment to Loan and SecurityAgreement, entered into effective as of August 25, 1997, by and between Lender and Borrower, (vi)that certain Sixth Amendment to Loan and Security Agreement and Certain Other Loan Documents,entered into effective as of August 28, 1997, by and between Lender and Borrower, (vii) thatcertain Seventh Amendment to Loan and Security Agreement, entered into effective as of November 1,1997, by and between Lender and Borrower, (viii) that certain Eighth Amendment to Loan and SecurityAgreement, made and entered into as of December 9, 1997, by and between Lender and Borrower, (ix)that certain Ninth Amendment to Loan and Security Agreement made and entered into as of September14, 1998, by and between Lender and Borrower, (x) that certain Tenth Amendment to Loan and SecurityAgreement and Amendment to Certain Other Loan Documents, executed in November of 1998, by Lenderand Borrower; (xi) that certain Eleventh Amendment to Loan and Security Agreement and Amendment toCertain Other Loan Documents, executed March 14, 2000, by Lender and Borrower, (xii) that certain Twelfth Amendment to Loan and SecurityAgreement and Amendment to Certain Other Loan Documents, executed October 15, 2000, by Lender andBorrower, (xiii) that certain Thirteenth Amendment to Loan and Security Agreement and Amendment toCertain Other Loan Documents and Limited Waiver entered into on October 19, 2001, by Lender andBorrower, (xiv) that certain letter agreement, dated

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December 14, 2001, by and between Lender andBorrower, (xv) that certain Fourteenth Amendment to Loan and Security Agreement and Amendment toCertain Other Loan Documents, entered into on March 11, 2002, by Lender and Borrower, (xvi) thatcertain November 2002 Amendment to Loan and Security Agreement and Amendment to Certain Other LoanDocuments, entered into on November 26, 2002, by Lender and Borrower, (xvii) that certain waiverand amendment letter agreement, dated May 29, 2003, entered into by Lender and Borrower, (xviii)that certain amendment letter agreement, dated September 10, 2003, executed by Lender and Borrower,and (xix) that certain May 2004 Amendment to Loan and Security Agreement executed by Lender andBorrower (as amended, the “Loan Agreement”).

     (B) Pursuant to the terms and conditions of this Amendment, Borrower and Lender are willing tofurther amend the Loan Agreement as hereinafter set forth.

     NOW, THEREFORE, in consideration of the premises herein contained and other good and valuableconsideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intendingto be legally bound, agree as follows:

ARTICLE I
DEFINITIONS

     1.01 Capitalized terms used in this Amendment are defined in the Loan Agreement, as amendedhereby, unless otherwise stated.

ARTICLE II
AMENDMENTS TO LOAN AGREEMENT
AND OTHER AGREEMENTS

     2.01 Amendment to Section 1.1 of the Loan Agreement; Addition of New Definitions.Effective as of December 1, 2004, the following new definitions are added to Section 1.1 ofthe Loan Agreement, such definitions to read in their entirety as follows and to be inserted inalphabetical order:

“Average Daily Availability – the amount obtained by adding the differencebetween the Borrowing Base and the aggregate unpaid principal balance of theRevolving Credit Loans owing by Borrower to Lender at the end of each day during theperiod in question and by dividing such sum by the number of days in such period.

Base Rate Margin – (i) for each Loan which is a Base Rate Loan and isoutstanding during the period beginning on December 1, 2004, and ending on theInitial Interest Rate Adjustment Date, 0.00% per annum; and (ii) thereafter foreach Loan which is a Base Rate Loan outstanding during the period beginning on anInterest Rate Adjustment Date and ending on the day preceding the subsequentInterest Rate Adjustment Date, the applicable percent per annum set forth in thepricing table below opposite the ratio of (a) the aggregate principal amount of allMoney Borrowed outstanding on the calculation date of the applicable Quarterly

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Compliance Certificate to (b) the EBITDA calculated for the trailing twelve calendarmonth period ending on the calculation date of the applicable Quarterly ComplianceCertificate.

PRICING TABLE

             
    Ratio of Money Borrowed       Base Rate
    to EBITDA       Margin
(1)
  Less than 1.00 to 1.00   (1)   0.00%
 
           
(2)
  Greater than or equal to   (2)   0.00%
 
  1.00 to 1.00 but less than 2.00 to 1.00        
 
           
(3)
  Greater than or equal to   (3)   0.00%
 
  2.00 to 1.00 but less than 4.00 to 1.00        
 
           
(4)
  Equal to or greater than 4.00 to 1.00   (4)   0.25%

If Borrower shall fail to deliver a Quarterly Compliance Certificate by the daterequired pursuant to Section 9.1(J) of this Agreement, then effective as ofthe date such Quarterly Compliance Certificate becomes delinquent, the Base RateMargin shall be conclusively presumed to equal the highest applicable Base RateMargin specified in the pricing table set forth above, such automatic adjustment toremain in effect until the next Interest Rate Adjustment Date.

LIBOR Base Rate Margin – (i) for each Loan which is a LIBOR Loan and isoutstanding during the period beginning on December 1, 2004, and ending on theInitial Interest Rate Adjustment Date, 1.75% per annum; and (ii) thereafter for eachLoan which is a LIBOR Loan outstanding during the period beginning on an InterestRate Adjustment Date and ending on the day preceding the subsequent Interest RateAdjustment Date, the applicable percent per annum set forth in the pricing tablebelow opposite the ratio of (a) the aggregate principal amount of all Money Borrowedoutstanding on the calculation date of the applicable Quarterly ComplianceCertificate to (b) the EBITDA calculated for the trailing twelve calendar monthperiod ending on the calculation date of the applicable Quarterly ComplianceCertificate.

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PRICING TABLE

             
    Ratio of Money Borrowed       LIBOR Base
    to EBITDA       Rate Margin
(1)
  Less than 1.00 to 1.00   (1)   1.75%
 
           
(2)
  Greater than or equal to   (2)   2.00%
 
  1.00 to 1.00 but less than 2.00 to 1.00        
 
           
(3)
  Greater than or equal to   (3)   2.25%
 
  2.00 to 1.00 but less than 4.00 to 1.00        
 
           
(4)
  Equal to or greater than 4.00 to 1.00   (4)   2.50%

If Borrower shall fail to deliver a Quarterly Compliance Certificate by the daterequired pursuant to Section 9.1(J) of this Agreement, then effective as ofthe date such Quarterly Compliance Certificate becomes delinquent, the LIBOR BaseRate Margin shall be conclusively presumed to equal the highest applicable LIBORBase Rate Margin specified in the pricing table set forth above, such automaticadjustment to remain in effect until the next Interest Rate Adjustment Date.

Initial Interest Rate Adjustment Date – the tenth Business Day after Lenderreceives the Quarterly Compliance Certificate having a calculation date of January31, 2005.

Interest Rate Adjustment Date – the tenth Business Day after Lender receivesthe applicable Quarterly Compliance Certificate.

Quarterly Compliance Certificate – a Compliance Certificate required bySection 9.1(J) of the Agreement having a calculation date as of the last dayof January, April, July or October, as the case may be, beginning with theCompliance Certificate having the calculation date as of January 31, 2005.”

     2.02 Amendment to Section 1.1 of the Loan Agreement; Amendment of Definition of “FixedCharge RatioEffective as of the date of execution of this Amendment, the definition of“Fixed Charge Ratio” contained in Section 1.1 of the Loan Agreement is hereby amended andrestated to read in its entirety as follows:

“Fixed Charge Ratio – for Borrower for any period means the ratio of (i) (a)EBITDA for such period, minus (b) the sum of (x) Unfinanced CapitalExpenditures during such period and (y) taxes incurred during such period

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(whether or not paid); to (ii) the sum of (a) Interest Expense during suchperiod, and (b) scheduled principal payments on Borrower’s long-term Indebtedness(including, without limitation, scheduled principal amortization on CapitalizedLease Obligations) during such period. Notwithstanding the foregoing, for thepurposes of calculating the Fixed Charge Ratio for any period which includes all ora portion of the period beginning August 1, 2004, and continuing through July 31,2005, the Borrower’s Unfinanced Capital Expenditures shall be deemed to be theamount indicated below for the time period indicated below, regardless of what areBorrower’s actual Unfinanced Capital Expenditures for such period:

             
            Deemed Amount of
            Unfinanced Capital
    Time Period       Expenditures
(i)
  August 1, 2004 through   (i)   $1,000,000
 
  October 31, 2004        
 
           
(ii)
  November 1, 2004 through   (ii)   $1,000,000
 
  January 31, 2005        
 
           
(iii)
  February 1, 2005 through   (iii)   $1,000,000
 
  April 30, 2005        
 
           
(iv)
  May 1, 2005 through   (iv)   $1,000,000”
 
  July 31, 2005        

     2.03 Amendment to Section 1.1 of the Loan Agreement; Amendment of Definition of “InventoryCommitment AmountEffective as of the date of execution of this Amendment, the definition of“Inventory Commitment Amount” contained in Section 1.1 of the Loan Agreement is herebyamended and restated to read in its entirety as follows:

     “InventoryCommitment Amount – $15,000,000.”

     2.04 Amendment to Section 1.1 of the Loan Agreement; Amendment of Definition of“ObligationsEffective as of the date of execution of this Amendment, the definition of“Obligations” contained in Section 1.1 of the Loan Agreement is hereby amended by addingafter the word “Lender” the phrase “or any Affiliate of Lender.”

     2.05 Amendment to Section 3.1(A) of the Loan Agreement. Effective as of December 1,2004, Section 3.1(A) of the Loan Agreement is hereby amended and restated to read in itsentirety as follows:

“Outstanding principal on the Loans shall bear interest, calculated daily, at thefollowing rates per annum (individually called, as applicable, an ‘ApplicableAnnual Rate’): (i) each Loan which is a LIBOR Loan shall bear interest at arate

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per annum equal to the applicable LIBOR Base Rate Margin above the LIBOR Base Rateand (ii) each Loan which is a Base Rate Loan shall bear interest at a fluctuatingrate per annum equal to the applicable Base Rate Margin above the Base Rate.Interest rate on each Base Rate Loan shall be increased or decreased, as the casemay be, by an amount equal to any increase or decrease in the Base Rate, with suchadjustments to be effective as of the opening of business on the day that any suchchange in the Base Rate becomes effective. The Base Rate in effect on the datehereof shall be the Base Rate effective as of the opening of business on the datehereof, but if this Agreement is executed on a day that is not a Business Day, theBase Rate on the date hereof shall be the Base Rate effective as of the opening ofbusiness on the last Business Day immediately preceding the date hereof. Theinterest rate on each Loan shall be calculated daily, based on the actual dayselapsed over a 360 day year. Further, for the purpose of computing interest, allitems of payment received by Lender shall be applied by Lender (subject to finalpayment of all drafts and other items received in form other than immediatelyavailable funds) against the Obligations on the first Business Day after receipt.The determination of when a payment is received by Lender will be made in accordancewith Section 3.6

     2.06 Amendment to Section 3.2 of the Loan Agreement. Effective as of the date ofexecution of this Amendment, Section 3.2 of the Loan Agreement is hereby amended andrestated to read in its entirety as follows:

“3.2 Term of Agreement. Subject to Lender’s right to cease making Loans toBorrower at any time upon or after the occurrence of a Default or an Event ofDefault, this Agreement shall be in effect through and including December 31, 2008(the ‘Original Term’). Notwithstanding anything herein to the contrary,Lender may terminate this Agreement without notice upon or after the occurrence ofan Event of Default.”

     2.07 Amendment to Section 9.2(L) of the Loan Agreement. Effective August 1, 2004,Section 9.2(L) of the Loan Agreement is hereby amended and restated to read in its entiretyas follows:

“(L) Capital Expenditures. Make Capital Expenditures which, in theaggregate, as to Borrower and its Subsidiaries, exceed (i) $17,000,000 duringBorrower’s fiscal year ending July 31, 2005, or (ii) $7,000,000 during each fiscalyear of Borrower thereafter.”

     2.08 Amendment to Section 9.3 of the Loan Agreement. Effective as of the date ofexecution of this Amendment, Section 9.3 of the Loan Agreement is hereby amended andrestated to read in its entirety as follows:

“9.3 Specific Financial Covenants. During the term of this Agreement andthereafter for so long as there are any Obligations, Borrower covenants that, unlessotherwise consented to by Lender in writing, Borrower shall:

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(A) [Intentionally Omitted]

(B) [Intentionally Omitted]”

(C) Fixed Charge Ratio. Maintain, on a Consolidated basis, a Fixed ChargeRatio of not less than 1.1 to 1.0 for the twelve calendar month period ending on thelast day of each January, April, July and October (each such day being referred toherein as the ‘Quarterly Computation Date’); provided,however, if the Average Daily Availability for the two calendar month periodending on such Quarterly Computation Date is greater than $10,000,000, the FixedCharge Ratio will not be required to be tested on such Quarterly Computation Date.

(D) [Intentionally Omitted].

(E) [Intentionally Omitted].

     2.09 No Term Loans or Equipment Loans. The parties hereto agree that there arepresently no outstanding Term Loans or Equipment Loans and that hereafter Borrower shall have noright to receive any new Term Loans or Equipment Loans.

     2.10 References to Exhibit F – Patents, Trademarks, Copyrights and Licenses.Effective as of the date of execution of this Amendment, all references in the Loan Agreement toExhibit F, which is entitled “Patents, Trademarks, Copyrights and Licenses” shall be deemedreferences to Exhibit F attached hereto.

     2.11 Release of Lien in Leasehold Interest and Building located in Ensenada, Mexico.Lender hereby agrees and acknowledges that it has released its Lien in the real property andbuilding situated thereon, located in Ensenada, Mexico, and that such real estate and buildingshall no longer be considered to be Collateral. Notwithstanding the foregoing, Lender has not andhereby does not release its Lien in the Equipment and Inventory now or hereafter located at theEnsenada, Mexico facility.

     2.12 Amendment to Revolving Credit Notes. Effective as of the date of execution ofthis Amendment, each Revolving Credit Note is amended by deleting therefrom the date “December 31,2005” and substituting therefor the date “December 31, 2008.”

     2.13 Post-Closing Covenants. Unless waived or extended in writing in Lender’s solediscretion, on or before sixty days after the date of execution of this Amendment, Borrower shalldeliver to Lender, each in form and substance satisfactory to Lender, in its sole discretion:

     (i) A Seventh Amendment to Mortgage, Security Agreement, Financing Statementand Assignment of Rents, duly executed by Lowrance regarding the existing Mortgagecovering Lowrance’s Tulsa, Oklahoma real property, and

     (ii) Amendments to the Trademark Assignment, the Patent Assignment and theCopyright Assignment and such other documents as shall be deemed

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desirable by Lender in order for Lender to have a valid first priority Lien onall intellectual property of Borrower.

The failure of Borrower to satisfy any of the covenants set forth in this Section 2.13 ofthis Amendment shall constitute an immediate Event of Default under the Loan Agreement.

ARTICLE III
CONDITIONS PRECEDENT

     3.01 Conditions Precedent. The effectiveness of this Amendment is subject to thesatisfaction of the following conditions precedent, unless specifically waived in writing byLender:

     (a) Lender shall have received each of the following, each in form and substancesatisfactory to Lender: (i) this Amendment, duly executed by Borrower; (ii) the ExhibitF to this Amendment, fully and accurately completed by Borrower; and (iii) suchadditional documents, instruments and information as Lender or its legal counsel mayrequest;

     (b) The representations and warranties contained herein, in the Loan Agreement and inthe other Loan Documents, as each is amended hereby, shall be true and correct as of thedate hereof, as if made on the date hereof;

     (c) After giving effect to this Amendment, no Default or Event of Default shall haveoccurred and be continuing, unless such Default or Event of Default has been specificallywaived in writing by Lender; and

     (d) All corporate proceedings taken in connection with the transactions contemplated bythis Amendment and all documents, instruments and other legal matters incident thereto shallbe satisfactory to Lender and its legal counsel.

ARTICLE IV
NO WAIVER

     4.01 No Waiver. Nothing contained in this Amendment shall be construed as a waiver byLender of any covenant or provision of the Loan Agreement, the other Loan Documents, thisAmendment, or of any other contract or instrument between Borrower and Lender, and the failure ofLender at any time or times hereafter to require strict performance by Borrower of any provisionthereof shall not waive, affect or diminish any right of Lender to thereafter demand strictcompliance therewith. Lender hereby reserves all rights granted under the Loan Agreement, theother Loan Documents, this Amendment and any other contract or instrument between Borrower andLender.

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ARTICLE V
RATIFICATIONS, REPRESENTATIONS AND WARRANTIES

     5.01 Ratifications. The terms and provisions set forth in this Amendment shall modifyand supersede all inconsistent terms and provisions set forth in the Loan Agreement and the otherLoan Documents, and, except as expressly modified and superseded by this Amendment, the terms andprovisions of the Loan Agreement and the other Loan Documents are ratified and confirmed and shallcontinue in full force and effect. Borrower and Lender agree that the Loan Agreement and the otherLoan Documents, as amended hereby, shall continue to be legal, valid, binding and enforceable inaccordance with their respective terms.

     5.02 Representations and Warranties. Borrower hereby represents and warrants toLender that (a) the execution, delivery and performance of this Amendment and any and all otherLoan Documents executed and/or delivered in connection herewith have been authorized by allrequisite corporate action on the part of Borrower and will not violate the Certificate ofIncorporation or Bylaws of Borrower; (b) the representations and warranties contained in the LoanAgreement, as amended hereby, and any other Loan Documents are true and correct on and as of thedate hereof and on and as of the date of execution hereof as though made on and as of each suchdate; (c) no Default or Event of Default under the Loan Agreement, as amended hereby, has occurredand is continuing; (d) Borrower is in full compliance with all covenants and agreements containedin the Loan Agreement and the other Loan Documents, as amended hereby; (e) the Borrower’sCertificate of Incorporation and Bylaws are in full force and effect on and as of the date hereofwithout modification or amendment in any respect since November 1, 1996; (f) as of the date hereof,(i) Borrower is in existence and in corporate and tax good standing in the State of itsorganization, (ii) the Borrower is qualified to do business as a foreign corporation and is incorporate and tax good standing in each jurisdiction where Borrower is doing business and isrequired to be so qualified, (iii) Borrower does not owe franchise taxes or other taxes required tomaintain its corporate existence and no franchise tax reports are due, and (iv) no proceedings arepending for forfeiture of the Borrower’s charter or for its dissolution either voluntarily orinvoluntarily; and (g) the officer of Borrower executing this Amendment has been duly elected andis, at present, qualified and acting in the office indicated below such officer’s name and is dulyauthorized to execute this Amendment on behalf of Borrower.

ARTICLE VI
MISCELLANEOUS PROVISIONS

     6.01 Survival of Representations and Warranties. All representations and warrantiesmade in the Loan Agreement or any other Loan Document, including, without limitation, any documentfurnished in connection with this Amendment, shall survive the execution and delivery of thisAmendment and the other Loan Documents, and no investigation by Lender or any closing shall affectthe 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 LoanDocuments, and any and all other agreements, documents or instruments now or hereafter executed anddelivered pursuant to the terms hereof or pursuant to the terms of the Loan

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Agreement, as amended hereby, are hereby amended so that any reference in the Loan Agreementand such other Loan Documents 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 ondemand all costs and expenses incurred by Lender in connection with the preparation, negotiationand execution of this Amendment and the other Loan Documents executed pursuant hereto and any andall amendments, modifications, and supplements thereto, including, without limitation, the costsand fees of Lender’s legal counsel, and all costs and expenses incurred by Lender in connectionwith the enforcement or preservation of any rights under the Loan Agreement, as amended hereby, orany other Loan Documents, including, without, limitation, the costs and fees of Lender’s legalcounsel.

     6.04 Severability. Any provision of this Amendment held by a court of competentjurisdiction to be invalid or unenforceable shall not impair or invalidate the remainder of thisAmendment and the effect thereof shall be confined to the provision so held to be invalid orunenforceable.

     6.05 Successors and Assigns. This Amendment is binding upon and shall inure to thebenefit of Lender and Borrower and their respective successors and assigns, except that Borrowermay not assign or transfer any of its rights or obligations hereunder without the prior writtenconsent of Lender.

     6.06 Counterparts. This Amendment may be executed in one or more counterparts, eachof which when so executed shall be deemed to be an original, but all of which when taken togethershall constitute one and the same instrument.

     6.07 Effect of Waiver. No consent or waiver, express or implied, by Lender to or forany breach of or deviation from any covenant or condition by Borrower shall be deemed a consent toor 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 arefor convenience only and shall not affect the interpretation of this Amendment.

     6.09 Applicable Law. THIS AMENDMENT AND ALL OTHER LOAN DOCUMENTS EXECUTED PURSUANTHERETO SHALL BE DEEMED TO HAVE BEEN MADE AND TO BE PERFORMABLE IN AND SHALL BE GOVERNED BY ANDCONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS.

     6.10 Final Agreement. THE LOAN AGREEMENT AND THE OTHER LOAN DOCUMENTS, EACH ASAMENDED HEREBY, REPRESENT THE ENTIRE EXPRESSION OF THE PARTIES WITH RESPECT TO THE SUBJECT MATTERHEREOF ON THE DATE THIS AMENDMENT IS EXECUTED. THE LOAN AGREEMENT AND THE OTHER LOAN DOCUMENTS, ASAMENDED HEREBY, MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORALAGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE

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PARTIES. NO MODIFICATION, RESCISSION, WAIVER, RELEASE OR AMENDMENT OF ANY PROVISION OF THISAMENDMENT 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 TOREDUCE OR ELIMINATE ALL OR ANY PART OF ITS LIABILITY TO REPAY THE “OBLIGATIONS” OR TO SEEKAFFIRMATIVE RELIEF OR DAMAGES OF ANY KIND OR NATURE FROM LENDER. BORROWER HEREBY VOLUNTARILY ANDKNOWINGLY 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 ORUNANTICIPATED, 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 THEBORROWER 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 OFCONTRACT, TORT, VIOLATION OF LAW OR REGULATIONS, OR OTHERWISE, AND ARISING FROM ANY “LOANS”,INCLUDING, WITHOUT LIMITATION, ANY CONTRACTING FOR, CHARGING, TAKING, RESERVING, COLLECTING ORRECEIVING INTEREST IN EXCESS OF THE HIGHEST LAWFUL RATE APPLICABLE, THE EXERCISE OF ANY RIGHTS ANDREMEDIES UNDER THE LOAN AGREEMENT OR OTHER LOAN DOCUMENTS, AND THE NEGOTIATION OF AND EXECUTION OFTHIS AMENDMENT.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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     IN WITNESS WHEREOF, this Amendment has been executed and is effective as of the date firstabove-written.

             
    “LENDER”
 
           
    FLEET CAPITAL CORPORATION
 
           
  By:        
           
  Name:        
           
  Title:        
           
 
           
    “BORROWER”
 
           
    LOWRANCE ELECTRONICS, INC.
 
           
  By:        
           
  Name:        
           
  Title:        
           
 
           
    LEI EXTRAS, INC.
 
           
  By:        
           
  Name:        
           
  Title:        
           
 
           
    LOWRANCE CONTRACTS, INC.
 
           
  By:        
           
  Name:        
           
  Title:        
           
 
           
    SEA ELECTRONICS, INC.
 
           
  By:        
           
  Name:        
           
  Title:        
           

 


 

EXHIBIT F

Patents, Trademarks, Copyrights and Licenses

[See attached]