RECITALSLoan and Security Agreement • June 15th, 2004 • Lowrance Electronics Inc • Search, detection, navagation, guidance, aeronautical sys • Texas
EXHIBIT 99.A AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER BY AND AMONG LOWRANCE ELECTRONICS, INC., ORBITAL SCIENCES CORPORATIONAgreement and Plan of Merger • August 31st, 1999 • Lowrance Electronics Inc • Search, detection, navagation, guidance, aeronautical sys • Delaware
EXHIBIT 2.1Agreement and Plan of Merger • January 8th, 2001 • Lowrance Electronics Inc • Search, detection, navagation, guidance, aeronautical sys • Delaware
Page ---- ARTICLE I.THE MERGER................................................. .............................................2 Section 1.1. The Merger..................................................................2 ---------- Section 1.2....Agreement and Plan of Merger • March 19th, 1999 • Lowrance Electronics Inc • Search, detection, navagation, guidance, aeronautical sys • Delaware
RECITALSLoan and Security Agreement • December 12th, 2002 • Lowrance Electronics Inc • Search, detection, navagation, guidance, aeronautical sys • Texas
Exhibit 10.43 LOWRANCE ELECTRONICS, INC. 2001 STOCK OPTION PLAN SECOND AMENDED AND RESTATED INCENTIVE STOCK OPTION AGREEMENT This Second Amended and Restated Incentive Stock Option Agreement (the "Agreement"), entered into effective as of the 23rd day...Incentive Stock Option Agreement • May 14th, 2004 • Lowrance Electronics Inc • Search, detection, navagation, guidance, aeronautical sys • Oklahoma
Exhibit 10.39 LOWRANCE ELECTRONICS, INC. 2001 STOCK OPTION PLAN SECOND AMENDED AND RESTATED NONQUALIFIED STOCK OPTION AGREEMENT This Second Amended and Restated Nonqualified Stock Option Agreement (the "Agreement"), entered into effective as of the...Nonqualified Stock Option Agreement • May 14th, 2004 • Lowrance Electronics Inc • Search, detection, navagation, guidance, aeronautical sys • Oklahoma
WITNESSETH:Employment Agreement • October 23rd, 2001 • Lowrance Electronics Inc • Search, detection, navagation, guidance, aeronautical sys • Oklahoma
EXHIBIT 10.13 LOAN AND SECURITY AGREEMENTLoan and Security Agreement • June 15th, 2004 • Lowrance Electronics Inc • Search, detection, navagation, guidance, aeronautical sys • Texas
EXHIBIT 10.17 AMENDED AND RESTATED STOCK PLEDGE AGREEMENT THIS AMENDED AND RESTATED STOCK PLEDGE AGREEMENT (this "Agreement") is entered into as of the 16th day of October, 1995, between LOWRANCE ELECTRONICS, INC., a Delaware corporation ("Pledgor"),...Stock Pledge Agreement • June 15th, 2004 • Lowrance Electronics Inc • Search, detection, navagation, guidance, aeronautical sys • Texas
EXHIBIT 1.1 J.P. MORGAN SECURITIES INC. Lowrance Electronics, Inc. _____Shares of Common Stock Underwriting AgreementLowrance Electronics Inc • September 8th, 2004 • Search, detection, navagation, guidance, aeronautical sys • New York
RECITALSLoan and Security Agreement • June 15th, 2004 • Lowrance Electronics Inc • Search, detection, navagation, guidance, aeronautical sys • Texas
THIS ELEVENTH AMENDMENT TO LOAN AND SECURITY AGREEMENT AND AMENDMENT TO CERTAIN OTHER LOAN DOCUMENTS (the "Amendment") is made and entered into on --------- this 14 day of March, 2000, to be effective (unless otherwise specified herein) as of the date...Loan and Security Agreement • October 23rd, 2000 • Lowrance Electronics Inc • Search, detection, navagation, guidance, aeronautical sys • Texas
RECITALSLoan and Security Agreement • June 15th, 2004 • Lowrance Electronics Inc • Search, detection, navagation, guidance, aeronautical sys • Texas
R E C I T A L SLease Agreement • June 15th, 2004 • Lowrance Electronics Inc • Search, detection, navagation, guidance, aeronautical sys • Baja California
RECITALSLoan and Security Agreement • June 15th, 2004 • Lowrance Electronics Inc • Search, detection, navagation, guidance, aeronautical sys • Texas
RECITALSLoan and Security Agreement • August 31st, 2004 • Lowrance Electronics Inc • Search, detection, navagation, guidance, aeronautical sys • Texas
Exhibit (a)(1)(D) [Lowrance Electronics, Inc. Letterhead] January 16, 2001 Dear Stockholder: We are pleased to inform you that on January 4, 2001, Lowrance Electronics, Inc. (the "Company") entered into an Agreement and Plan of Merger (the "Merger...Lowrance Electronics Inc • January 16th, 2001 • Search, detection, navagation, guidance, aeronautical sys
We are pleased to inform you that on January 4, 2001, Lowrance Electronics, Inc. (the "Company") entered into an Agreement and Plan of Merger (the "Merger Agreement") with Cobra Electronics Corporation, a Delaware corporation ("Parent"), and Blue Marlin, Inc. ("Purchaser"), a Delaware corporation and wholly owned subsidiary of Parent, which provides for the acquisition of the Company by Parent. Under the terms of the Merger Agreement, Purchaser today commenced a tender offer (the "Offer") to purchase all of the Company's outstanding shares of common stock (the "Shares") at a price of $8.25 per Share in cash. Following the successful completion of the Offer, Purchaser will be merged with the Company (the "Merger"), and all outstanding Shares not purchased in the Offer will receive in the Merger the same $8.25 per Share in cash consideration. The Offer is subject to certain conditions, including the conditions that (i) at the expiration of the Offer there shall have been validly tendered
FIRST AMENDMENT TO MORTGAGE, SECURITY AGREEMENT, ------------------------------------------------ FINANCING STATEMENT AND ASSIGNMENT OF RENTS ------------------------------------------- [OKLAHOMA] STATE OF OKLAHOMA (S) (S) KNOW ALL MEN BY THESE...Lowrance Electronics Inc • October 30th, 1995 • Search, detection, navagation, guidance, aeronautical sys • Texas
RECITALSLoan and Security Agreement • June 15th, 2004 • Lowrance Electronics Inc • Search, detection, navagation, guidance, aeronautical sys • Texas
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENTEmployment Agreement • May 14th, 2004 • Lowrance Electronics Inc • Search, detection, navagation, guidance, aeronautical sys
EXHIBIT 10.18 UNCONDITIONAL GUARANTY ----------------------Unconditional Guaranty • October 30th, 1995 • Lowrance Electronics Inc • Search, detection, navagation, guidance, aeronautical sys • Texas
EXHIBIT 10.20 LEASE AGREEMENT ENTERED INTO BY AND BETWEEN ERIC JUAN DE DIOS FLOURIE GEFFROY (ON HIS BEHALF AND WITH THE AUTHORIZATION OF REFUGIO GEFFROY DE FLOURIE, ELIZABETH FLOURIE GEFFROY AND EDITH FLOURIE GEFFROY) (HEREINAFTER REFERRED TO AS THE...Lease Agreement • October 29th, 1996 • Lowrance Electronics Inc • Search, detection, navagation, guidance, aeronautical sys • Baja California
OCTOBER 2005 AMENDMENT TO LOAN AND SECURITY AGREEMENT AND AMENDMENT TO CERTAIN OTHER LOAN DOCUMENTSLoan and Security Agreement • November 30th, 2005 • Lowrance Electronics Inc • Search, detection, navagation, guidance, aeronautical sys • Texas
THIS OCTOBER 2005 AMENDMENT TO LOAN AND SECURITY AGREEMENT AND AMENDMENT TO CERTAIN OTHER LOAN DOCUMENTS (the “Amendment”) is made and entered into on this 31st day of October, 2005, by and among BANK OF AMERICA, N.A., a national banking association, successor in interest by assignment to BANC OF AMERICA LEASING & CAPITAL, LLC, a Delaware limited liability company, successor in interest by merger to 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
EXHIBIT 10.18 UNCONDITIONAL GUARANTY FOR VALUE RECEIVED, SEA ELECTRONICS, INC., an Oklahoma corporation ("Guarantor"), guarantees unconditionally the full and prompt payment to SHAWMUT CAPITAL CORPORATION, a Connecticut corporation ("Lender"), at...Unconditional Guaranty • June 15th, 2004 • Lowrance Electronics Inc • Search, detection, navagation, guidance, aeronautical sys
DECEMBER 2004 AMENDMENT TO LOAN AND SECURITY AGREEMENT AND AMENDMENT TO CERTAIN OTHER LOAN DOCUMENTSLoan and Security Agreement • February 28th, 2005 • Lowrance Electronics Inc • Search, detection, navagation, guidance, aeronautical sys • Texas
THIS DECEMBER 2004 AMENDMENT TO LOAN AND SECURITY AGREEMENT AND AMENDMENT TO CERTAIN OTHER LOAN 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 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”).
EXHIBIT 10.21 LEASE AGREEMENT ENTERED INTO BY AND BETWEEN ERIC JUAN DE DIOS FLOURIE GEFFROY (ON HIS BEHALF AND WITH THE AUTHORIZATION OF REFUGIO GEFFROY DE FLOURIE, ELIZABETH FLOURIE GEFFROY AND EDITH FLOURIE GEFFROY) (HEREINAFTER REFERRED TO AS THE...21 Lease Agreement • October 29th, 1996 • Lowrance Electronics Inc • Search, detection, navagation, guidance, aeronautical sys • Baja California
AGREEMENT AND PLAN OF MERGER Among LOWRANCE ELECTRONICS, INC., SIMRAD YACHTING AS and NAVICO ACQUISITION CORP. Dated as of January 29, 2006Agreement and Plan of Merger • January 31st, 2006 • Lowrance Electronics Inc • Search, detection, navagation, guidance, aeronautical sys • Delaware
AGREEMENT AND PLAN OF MERGER (hereinafter called this “Agreement”), dated as of January 29, 2006, among LOWRANCE ELECTRONICS, INC., a corporation incorporated in the State of Delaware (the “Company”), SIMRAD YACHTING AS, a stock corporation incorporated under the laws of Norway (“Parent”), and NAVICO ACQUISITION CORP., a corporation incorporated in the State of Delaware and a wholly owned subsidiary of Parent (“Merger Sub,” the Company and Merger Sub being hereinafter sometimes collectively referred to as the “Constituent Corporations”).
R E C I T A L SLease Guaranty Agreement • October 23rd, 2001 • Lowrance Electronics Inc • Search, detection, navagation, guidance, aeronautical sys • Baja California
September 10, 2003Lowrance Electronics Inc • October 22nd, 2003 • Search, detection, navagation, guidance, aeronautical sys
Reference is hereby made to that certain Loan and Security Agreement, dated December 15, 1993, executed by Fleet Capital Corporation, a Rhode Island corporation ("Lender"), Lowrance Electronics, Inc., a Delaware corporation ("Lowrance"), LEI Extras, Inc., a Delaware corporation ("LEI"), Lowrance Contracts, Inc., a Delaware corporation ("Contracts"), et al. (as amended from time to time, the "Loan Agreement"). Unless otherwise indicated, all terms used herein shall have the same meanings as in the Loan Agreement.
January 31, 2006Lowrance Electronics Inc • January 31st, 2006 • Search, detection, navagation, guidance, aeronautical sys
We are pleased to inform you that on January 29, 2006, Lowrance Electronics, Inc. (the "Company") entered into an Agreement and Plan of Merger (the "Merger Agreement") with Simrad Yachting AS, a stock corporation incorporated under the laws of Norway ("Parent"), and Navico Acquisition Corp. ("Purchaser"), a Delaware corporation and wholly owned subsidiary of Parent, which provides for the acquisition of the Company by Parent. Under the terms of the Merger Agreement, Purchaser today commenced a tender offer (the "Offer") to purchase all of the Company's outstanding shares of common stock (the "Shares") at a price of $37 per Share in cash. Following the successful completion of the Offer, Purchaser will be merged with the Company (the "Merger"), and all outstanding Shares not purchased in the Offer will receive in the Merger the same $37 per Share in cash consideration. The Offer is subject to certain conditions, including the conditions that (i) at the expiration of the Offer there shal
