Exhibit 10mm.
SEVENTH AMENDMENT TO LOAN AGREEMENT
THIS AMENDMENT TO LOAN AGREEMENT (the "Amendment") is made as of
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February 19, 2002 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; LOJACK FSC, LTD., a corporation organized under the laws
of Barbados; LOJACK RECOVERY SYSTEMS BUSINESS TRUST, a Massachusetts business
trust and LOJACK OF ARIZONA, LLC, a Delaware limited liability company
(collectively, the "Original Borrowers"); by execution of the Joinder attached
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hereto, VEHICLE RECOVERY SYSTEMS COMPANY, a corporation organized under the laws
of the Province of Nova Scotia ("Vehicle Recovery Systems Company") (the
--------------------------------
Original Borrowers and Vehicle Recovery Systems Company are referred to as the
"Borrowers"); and FLEET NATIONAL BANK (f/k/a BankBoston, N.A. and successor in
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interest to The First National Bank of Boston)(the "Lender").
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RECITALS
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A. The Lender and the Original Borrowers are parties to a Loan
Agreement dated as of December 10, 1993, as amended (as so amended, the "Loan
----
Agreement"). Capitalized terms used herein without definition have the meanings
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assigned to them in the Loan Agreement;
B. Since the execution of the Loan Agreement, (1) the Parent has
formed a new subsidiary, Vehicle Recovery Systems Company, in August, 2001
without obtaining the prior written consent of the Lender, as required in the
Loan Agreement; (2) the Parent has purchased in December, 2001 a 7.9%
[erroneously 9% in original] equity interest in its French licensee, Traqueur,
S.A., for a total purchase price of no greater than $1,367,000 (the "French
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Investment") and (3) the Parent has established or will shortly establish a
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secured line of credit to a maximum limit of $2,300,000 with Car Security S.A.
maturing August 31, 2004 as set forth on and substantially according to the
terms of that certain Summary of Proposed Terms dated January 18, 2002 between
the Parent and Car Security S.A. in the form of attached hereto as Exhibit A
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(the "Argentine Loan");
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C. The Borrowers have failed to comply with Section 5.5 of the Loan
Agreement for the fiscal quarter ending November 30, 2001 because they have
indicated that their consolidated after-tax profit for such quarter was
$155,000, which is less than the required minimum of $500,000;
D. Effective as of December 31, 2001, the Borrowers have failed to
comply with Section 6.6 of the Loan Agreement because they changed their
respective fiscal year-ends to December 31 from February 28.
E. The Original Borrowers wish to (i) amend the Loan Agreement to
add Vehicle Recovery Systems Company as "Borrower" thereunder, (ii) have the
Lender waive any Events of Default caused by the organization of Vehicle
Recovery Systems Company, without obtaining the prior consent of the Lender,
(iii) have the Lender waive any Events of Default caused by the Argentine Loan,
(iv) have the Lender waive any Events of Default existing as of November 30,
2001 because of the Borrowers' failure to comply with their respective
obligations under Section 5.5 of the Loan Agreement as of such date, (v) have
the Lender waive any Events of Default as existing as of December 31, 2001
because of the Borrowers' failure to comply with their respective obligations
under Section 6.6 of the Loan Agreement as of such date, (vi) obtain the consent
of the Lender to the French Investment, and (vii) amend a certain definition of
the Loan Agreement, as hereafter set forth; and
F. Subject to certain terms and conditions, the Lender is willing
to agree to the same 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. Amendment to Definition of "Borrowers". The definition of
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"Borrowers" in Section 1.1 of the Loan Agreement is amended in its entirety to
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read as follows:
"Borrowers. LoJack Corporation, LoJack International Corporation,
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LoJack of New Jersey Corporation, Recovery Systems, Inc., LoJack
Holdings Corporation, LoJack Venture Corporation, LoJack of
Pennsylvania, Inc., LoJack FSC, LTD, LoJack Recovery Systems
Business Trust, LoJack of Arizona, LLC, and Vehicle Recovery
Systems Company."
B. Amendment to Definition of "Permitted Investment". The definition
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of "Permitted Investment" in Section 1.1 of the Loan Agreement is amended to
read as follows:
"Permitted Investment. (a) Any equity investment in an existing
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Subsidiary which is a Borrower made by a Borrower after the date
of this Agreement, (b) any stock or asset acquisition made by a
Borrower (directly or indirectly by a Subsidiary formed for such
purpose), in each case, however, only to the extent consented to
in advance by the Lender, which consent shall not be unreasonably
withheld or delayed, and (c) any investment by a Borrower in a
joint venture, corporation, partnership or other similar
business, provided that such investment involves the purchase of
no more than 49% of the equity and/or debt securities issued by
such entity, on a fully diluted basis; provided all the
investments made in any fiscal year under (a), (b) and (c) above
shall not exceed $750,000 in the aggregate."
C. Acknowledgement of Fiscal Year End and Quarterly Dates. The
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Borrowers and the Lender acknowledge that effective as of December 31, 2001, the
fiscal year-end of each
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of the Borrowers is December 31 and that the Quarterly Dates under the Loan
Agreement shall be deemed to be March 31, June 30, September 30 and December 31.
For the avoidance of doubt, the Borrowers shall be next required to deliver a
covenant compliance report required under Section 6.1(d) of the Loan Agreement
with respect to the fiscal quarter ending March 31, 2002.
D. New Exhibit. Exhibit 2.1 to the Loan Agreement is deleted and
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the attached Exhibit 2.1 is substituted therefor.
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II. Consent and Waivers. The Lender hereby consents to the French
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Investment and agrees to waive the following:
A. The Event of Default which occurred because the Parent
organized Vehicle Recovery Systems Company without first obtaining the prior
written consent of the Lender in accordance with Section 7.7 of the Loan
Agreement;
B. The Event of Default arising from the Borrowers' failure to
comply with their obligations under Section 5.5 of the Loan Agreement for the
fiscal quarter ending November 30, 2001 because they have indicated that their
consolidated after-tax profit for such quarter was $155,000, which is less than
the required minimum of $500,000;
C. The Event of Default arising from the Borrowers' failure to
comply with their obligations under Section 6.6 of the Loan Agreement as of
December 31, 2001, because they failed to maintain February 28 as their fiscal
year-end;
D. The Event of Default arising from the Borrowers' failure to
comply with their obligations under Section 7.7(a)(iii) of the Loan Agreement
because of the Argentine Loan; and
E. The foregoing waiver is limited to its express terms and shall
not be deemed to be a waiver of any other Event of Default which may have
existed on or prior to the date hereof or which may hereafter arise. Further,
the granting of this waiver shall not be construed as a continuing waiver or
waiver of any other Event of Default under the Loan Agreement, or any other
documents executed in connection therewith.
III. Certain Representations.
-----------------------
As a material inducement to the Lender to enter 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.
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B. After giving effect to this Amendment, 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 (i) permitted under the terms of the Loan
Agreement, or (ii) otherwise approved in writing by the Lender or (iii)
reflected in reports filed by the Borrowers with the Securities and Exchange
Commission and furnished to the Lender pursuant to Section 6.1(g)). 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.
IV. Conditions.
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The willingness of the Lender to agree to the foregoing is 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, including the Joinder of the Loan Agreement;
2. The Note in the form of the new Exhibit 2.1 to the Loan
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Agreement (which shall supersede and replace the Fifth Amended and Restated
Revolving Credit Note dated May 26, 1999);
3. True and complete copies of all required directors' or
other governing bodies' 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.
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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.
V. Effect of Amendment.
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This Amendment constitutes an amendment to and 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.
VI. 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.
**The Next Page is the Signature Page**
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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/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇, President
LOJACK INTERNATIONAL CORPORATION
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇, President
LOJACK OF NEW JERSEY CORPORATION
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇, President
RECOVERY SYSTEMS, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇, President
LOJACK HOLDINGS CORPORATION
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇, President
LOJACK VENTURE CORPORATION
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇, President
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LOJACK OF PENNSYLVANIA, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇, President
LOJACK FSC, LTD.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇, President
LOJACK OF ARIZONA, LLC
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇, President
LOJACK RECOVERY SYSTEMS BUSINESS TRUST
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇, President
FLEET NATIONAL BANK
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇, Senior Vice President
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JOINDER TO LOAN AGREEMENT
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The undersigned, by its execution hereof, hereby becomes a party to,
and agrees to be bound by, the Loan Agreement dated as of December 10, 1993, as
amended (as amended, the "Loan Agreement"), among Fleet National Bank. (f/k/a
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BankBoston, N.A. and successor in interest to The First National Bank of
Boston), LoJack Corporation, LoJack International Corporation, LoJack of New
Jersey Corporation, Recovery Systems, Inc., LoJack Holdings Corporation, LoJack
Venture Corporation, LoJack of Pennsylvania, Inc., LoJack FSC, Ltd., Lojack
Recovery Systems Business Trust and Lojack of Arizona, LLC, and shall have all
of the rights and obligations of a "Borrower" under the Loan Agreement.
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Executed as a sealed instrument as of February 19, 2002
VEHICLE RECOVERY SYSTEMS COMPANY
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇, President
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EXHIBIT A
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SUMMARY OF PROPOSED TERMS
January 18, 2002
THE TERMS AND CONDITIONS SUMMARIZED IN THIS TERM SHEET ARE PROVIDED BY LOJACK
CORPORATION ("LoJack") [lender may be a LoJack Affiliate] FOR DISCUSSION
PURPOSES ONLY AND DO NOT CONSTITUTE AN OFFER, AGREEMENT, OR COMMITMENT ON THE
PART OF LOJACK TO EXTEND FINANCING OR TO AMEND THE EXISTING FINANCING
ARRANGEMENT. THE ACTUAL TERMS AND CONDITIONS SUMMARIZED IN THIS TERM SHEET ARE
SUBJECT TO THE SATISFACTORY COMPLETION OF DUE DILIGENCE, INTERNAL APPROVALS,
AND SUCH OTHER TERMS AND CONDITIONS AS MAY BE DETERMINED BY LOJACK.
BORROWER: Car Security S.A. ("Company")
PURPOSE: To establish a secured line of credit, including
but not limited to the guarantees, security
agreements, pledge and collateral assignments in
accordance with the terms and conditions detailed
herein.
SECURED LINE OF CREDIT
----------------------
LINE OF CREDIT: Secured Line of Credit ("Line") to a maximum
limit of $2,300,000 inclusive of amounts which
may have been advanced pursuant to bridge
financing of inventory extended by LoJack to the
Company between April 1, 2001 and the Closing of
this financing, but exclusive of LoJack's legal,
accounting and other out of pocket transaction
costs treated as advances hereunder. At the
Closing outstanding obligations of the Company to
LoJack pursuant to the bridge financing relating
to inventory shall be treated as advances
hereunder subject to the above limit. Additional
purchases from LoJack shall be paid for, upon
delivery to the Company, by increases in the
amount outstanding hereunder (up to the maximum
stated above). No other extensions of credit or
payment terms (other than credit insured by Ex-Im
Bank) in connection with the purchase of
inventory is intended or implied hereunder.
CLOSING: The Closing shall occur on __________, subject to
completion of definitive documentation and
compliance with conditions to the closing
contained therein.
MATURITY
DATE: August 31, 2004.
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INTEREST RATE: At the rate of .7508 percent per month. Interest
will be payable monthly in arrears on the
fifteenth day of each month.
COMMITMENT
FEE: The Company shall pay to LoJack, at the Closing,
a Commitment Fee payable in the form of 220,000
shares of Common Stock of the Company. In the
event of payment in full of the line of credit
not later than August 31, 2003, LoJack will
surrender, without further consideration,
one-half of the shares of Common Stock.
REPAYMENT
SCHEDULE: The Company shall apply all available cash flow
beyond the day to day requirements of its
business as provided in the approved budget and
subject to the provisions of the Trust Agreement
first to repayment of the line of credit. In any
event, the line of credit shall be fully paid on
or before the Maturity Date.
DEFERRED
INTEREST: For each month that any amount remains
outstanding on the line of credit, deferred
interest, payable on default or at maturity,
shall accrue at the rate of 1.5% per month on the
maximum amount outstanding on the line of credit
at any time during the month, provided, however,
that if there has been no default hereunder,
LoJack will waive all accrued deferred interest
upon timely payment in full of the line of
credit.
PERSONAL
GUARANTEE AND
COMMON STOCK
PLEDGE: The personal guaranty of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ of
payment of the line of credit in accordance with
its terms will be obtained at closing of this
transaction, secured by a pledge of all
outstanding stock of the Company (other than
stock held by LoJack). In the event of default,
LoJack immediately shall succeed to voting rights
and all other "political" rights to the pledged
shares, which rights shall continue until payment
in full of the line of credit or a foreclosure
sale of the pledged shares.
GENERAL TERMS
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SECURITY: A perfected security position subordinate only to
the Trust Debt in accounts receivable, inventory,
and such other assets as LoJack shall require.
Subject to the rights of the holders of the
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▇▇▇▇▇ ▇▇▇▇, certificates of payment against
deposits subject to the Trust Agreements shall be
made only in accordance with the approved budget
and the provisions of this Line of Credit.
Certificates of payment for amounts in excess of
$ _____ shall require two signatures, one of whom
shall be [LoJack employee or designee]. Such
representative shall not unreasonably refuse to
sign a request consistent with the approved
budget.
A pledge of the Company's stock in all
Subsidiaries presently existing or hereinafter
created.
PREPAYMENTS: Subject to the provisions of the Trust Debt, all
net proceeds of asset sales, debt and equity
issuance, insurance and condemnation proceeds
(after applicable taxes and/or approved closing
costs), outside the ordinary course of business,
shall be first applied to repayment of the line
of credit until paid in full.
OTHER DEBT: The Company will discharge all existing debt and
financing arrangements at or prior to the
closing, except trade debt which is current and
approximately $1,800,000 of which not more than
$1,200,000 (the "Trust Debt") held by various
creditors is or may be made subject to and with
the benefit of the provisions of the trust
agreements with Banco Provincia de Cordoba as
Trustee including the agreement of August 3, 2001
(the "Trust Agreements"). The amounts due
hereunder shall receive the benefit of the Trust
Agreements. Instructions or certificates for
payments pursuant to the Trust Agreements shall
be made consistent with the approved budget.
Certificates of payment for amounts in excess of
$ _____ shall require two signatures, one of whom
shall be [LoJack employee or designee]. Such
representative shall not unreasonably refuse to
sign a request consistent with the approved
budget. All other existing and future debt shall
be subordinated in all respects to amounts due
and other obligations and rights hereunder. No
other debt, except trade debt which is current,
may be incurred or maintained without the consent
of LoJack.
EXISTING DEFAULTS/
COVENANTS AND
AMENDMENTS: At closing, LoJack will agree to waive existing
payment defaults as detailed in a schedule
presented prior to closing.
NO OTHER
ADVANCES
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CONTEMPLATED
OR IMPLIED: All transactions out of the ordinary course of
business of the Company shall require the
approval of LoJack. Approval of any such
transaction does not imply any obligation on the
part of LoJack to increase or otherwise modify
this Line of Credit. LoJack may perform or
participate directly or indirectly in
transactions which the Company is unable to
complete for financial or other reasons and shall
not be required to compensate the Company in any
way with respect to any such transaction.
REPORTING
REQUIREMENTS: 1. The Company will adopt those portions of the
accounting recommendations made by Deloitte
and Touche LLP as shall be required by
LoJack. Monthly financial statements of the
Company shall be reviewed by a "Big Five"
firm acceptable to LoJack. LoJack shall have
the right to require that the Company
retain, as its outside auditors, a "Big
Five" firm acceptable to LoJack.
2. The Company has provided to LoJack restated
financials, which it warrants to be correct,
and a three-year budget and cash flow
projection.
3. Within thirty days of the end of each month,
the Company will provide LoJack with monthly
reviewed financial reports (including cash
flow) and operating information; within 45
days of the end of each quarter the Company
will provide LoJack with financial reports
(including cash flow) prepared by the
Company and reviewed by its outside
auditors; within 90 days of the end of each
year the Company will provide LoJack with
financial reports (including cash flow)
prepared by the Company and audited by its
outside auditors. Material deviation from
the approved budget or material failure to
achieve at least the approved projected cash
flow for two consecutive quarters shall be
an event of default. The Company shall give
LoJack immediate notice of any noncompliance
with covenants, and failure to give such
notice shall be a default. The giving of
such notice, however, shall not constitute a
default, and default shall occur as provided
in the definitive documents with respect to
notice, subject to materiality
qualifications and after the expiration of
cure periods.
4. The Company will provide such other
information as LoJack reasonably may request
from time to time. LoJack will maintain the
right to examine (Field
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Examinations) the Company's/Guarantors'
books and records at its discretion.
OTHER
REQUIREMENTS: 1. The Borrower will be responsible for all
of LoJack's costs associated with this
transaction, including but not limited to
LoJack's legal expenses in the U. S. and
Argentina, whether or not the transaction
is consummated. Upon consummation of the
contemplated transactions, such costs
shall be added to the amounts outstanding
hereunder and treated for all purposes as
an advance hereunder. Such costs shall be
additive to, and not a use of, the
$2,300,000 credit limit set forth above.
2. All documentation must be satisfactory to
LoJack's counsel and will contain
additional terms and conditions typical in
such agreements including, but not limited
to, confirmations of indebtedness,
confirmations of security (including
guarantees), Affiliate Subordination
Agreement (if any), a general release of
LoJack, consents of the guarantors,
appropriate opinions of the Company's
counsel and appropriate representations
and warranties.
3. The License Agreement between LoJack and
the Company shall be amended to provide
that a default hereunder shall be a
default under the license Agreement, and
vice versa.
4. As soon as practicable, the Company shall
take such actions as may be necessary
to authorize the transactions contemplated
hereby.
5. The Company has provided to LoJack
information as to senior management, and
confidence in such management is material
to LoJack in entering into this
transaction. Any change in management
control not approved by LoJack shall be a
default.
6. Executives and key employees will enter
into an acceptable proprietary information
and invention agreements, as well as an
acceptable non-compete agreement for a
period of one (1) year after leaving the
Company. All non-compete agreements shall
provide that, for the extent of their
term, executives and key employees will
not own an interest in, be employed by, or
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associated with, any direct competitor of
the Company or of LoJack.
7. So long as any amount remains due hereunder,
the Corporation shall not without first
obtaining the approval of LoJack:
7.1 issue any debt security;
7.2 take any action that results in any
merger, other corporate reorganization, sale
of control, or any transaction in which all
or substantially all of the assets of the
Corporation are sold;
7.3 redeem or repurchase any of the
Corporation's stock;
7.4 enter into any agreement that would
restrict the Company's ability to perform
its obligations hereunder;
7.5 take any action so as to materially
change the Corporation's current line(s) of
business; or;
7.6 declare or pay a dividend or make any
distribution with respect to Common Stock.
DISPUTES AND
GOVERNING LAW: Massachusetts law, other than law applying to
conflicts of law, shall apply to this agreement
to the maximum extent possible. Any dispute
between the parties shall be resolved by
arbitration in Boston, Massachusetts under the
rules of the American Arbitration Association
applicable to commercial disputes.
INTERIM
ADVANCES: By signing below the Company accepts the terms
hereof and agrees that any amounts advanced prior
to full documentation of the transactions
described herein will be subject to the terms
hereof.
Accepted and Agreed:
Car Security S.A.
By: ______________________________
Its President, duly authorized
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EXHIBIT 2.1
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SIXTH AMENDED AND RESTATED
REVOLVING CREDIT NOTE
---------------------
$7,500,000 Boston, Massachusetts
December 10, 1993
as Amended and Restated
as of February 20, 1996
as Amended and Restated
as of October 31, 1996
as Amended and Restated
as of February 28, 1997
as Amended and Restated
as of May 26, 1999
as Amended and Restated
as of February 19, 2002
FOR VALUE RECEIVED, LOJACK CORPORATION, LOJACK INTERNATIONAL
CORPORATION, LOJACK OF NEW JERSEY CORPORATION, RECOVERY SYSTEMS, INC., LOJACK
HOLDINGS CORPORATION, LOJACK VENTURE CORPORATION, LOJACK OF PENNSYLVANIA, INC.,
LOJACK FSC, LTD., LOJACK RECOVERY SYSTEMS BUSINESS TRUST, LOJACK OF ARIZONA,
LLC, and VEHICLE RECOVERY SYSTEMS COMPANY (collectively, the "Borrowers"),
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hereby jointly and severally promise to pay to FLEET NATIONAL BANK (f/k/a
BankBoston, N.A. and successor in interest to The First National Bank of Boston)
(the "Lender"), or order, at the head office of the Lender at 100 Federal
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▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, the principal amount of Seven Million Five
Hundred Thousand ($7,500,000) or such lesser amount as shall equal the aggregate
unpaid principal amount of Revolving Loans (as defined in the Loan Agreement
referred to below) made by the Lender to the Borrowers pursuant to the Loan
Agreement dated as of December 10, 1993 by and between the Borrowers and the
Lender, as amended and as hereafter amended or extended from time to time (as
amended, the "Loan Agreement"), together with interest thereon at the rate or
--------------
rates provided in the Loan Agreement, payable monthly in arrears, without
set-off, deduction or counterclaim, on the first Business Day of each month, and
at the maturity of this Note, whether by payment or prepayment, acceleration or
otherwise.
Prior to the Maturity Date (as defined in the Loan Agreement) the
principal amount hereof may be advanced, repaid and readvanced in accordance
with the terms of the Loan Agreement. The principal amount outstanding hereunder
on the Maturity Date shall be payable as provided in the Loan Agreement.
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Overdue principal (whether at maturity, by reason of acceleration or
otherwise) and, to the extent permitted by applicable law, overdue interest and
fees or any other amounts payable under the Loan Agreement (including without
limitation overadvances) due to the Borrowers' failure to pay the same in full
shall bear interest from and including the due date thereof until paid, at a
rate per annum equal to 4% above the rate which then applies to this Note, which
interest shall be compounded daily and payable on demand.
In addition, if a payment of principal or interest hereunder is not
made, due to the Borrowers' failure to pay the same in full on its due date, the
Borrowers will also pay on demand a late payment charge equal to 5% of the
amount of such payment. The foregoing shall in no way affect the Lender's right
to exercise any of its rights or remedies, including those provided in Section
8.2 of the Loan Agreement.
All payments under this Note shall be made at the head office of the
Lender at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (or at such other
place as the Lender may designate from time to time in writing) in lawful money
of the United States of America in federal or other immediately available funds.
This Note is the "Note" referred to in, and is entitled to the benefits
of, the Loan Agreement (including Exhibits thereto) and all other agreements and
instruments evidencing the indebtedness hereunder (the "Loan Documents") which
--------------
Loan Documents are hereby incorporated herein by reference; but neither this
reference to the Loan Documents nor any provision thereof shall affect or impair
the absolute and unconditional obligation of the Borrowers to pay the principal
of and interest on this Note as herein provided.
This Note supersedes and replaces the Fifth Amended and Restated
Revolving Credit Note in the principal amount of $7,500,000 issued to the Lender
by the Borrowers on May 26, 1999 under the Loan Agreement.
In case an Event of Default (as defined in the Loan Agreement) shall
occur, the aggregate unpaid principal of and accrued interest on this Note shall
become or may be declared to be due and payable in the manner and with the
effect provided in the Loan Agreement.
The Borrowers hereby waive presentment, demand, notice of dishonor,
protest and all other demands and notices in connection with the delivery,
acceptance, performance and enforcement of this Note.
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THIS INSTRUMENT SHALL HAVE THE EFFECT OF AN INSTRUMENT EXECUTED UNDER
SEAL AND SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
COMMONWEALTH OF MASSACHUSETTS (WITHOUT GIVING EFFECT TO ANY CONFLICT OF LAWS
PROVISIONS CONTAINED THEREIN).
WITNESS AS TO ALL: LOJACK CORPORATION
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇
____________________________ By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇ _________________________________
▇▇▇▇▇▇ ▇. ▇▇▇▇▇, President
LOJACK INTERNATIONAL CORPORATION
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
_________________________________
▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Vice President
LOJACK OF NEW JERSEY CORPORATION
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
_________________________________
▇▇▇▇▇▇ ▇. ▇▇▇▇▇, President
RECOVERY SYSTEMS, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
_________________________________
▇▇▇▇▇▇ ▇. ▇▇▇▇▇, President
LOJACK HOLDINGS CORPORATION
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
_________________________________
▇▇▇▇▇▇ ▇. ▇▇▇▇▇, President
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LOJACK VENTURE CORPORATION
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
_________________________________
▇▇▇▇▇▇ ▇. ▇▇▇▇▇, President
LOJACK OF PENNSYLVANIA, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
_________________________________
▇▇▇▇▇▇ ▇. ▇▇▇▇▇, President
LOJACK FSC, LTD.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
_________________________________
▇▇▇▇▇▇ ▇. ▇▇▇▇▇, President
LOJACK RECOVERY SYSTEMS BUSINESS
TRUST
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
_________________________________
▇▇▇▇▇▇ ▇. ▇▇▇▇▇, President
LOJACK OF ARIZONA, LLC
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
_________________________________
▇▇▇▇▇▇ ▇. ▇▇▇▇▇, President
VEHICLE RECOVERY SYSTEMS COMPANY
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
_________________________________
▇▇▇▇▇▇ ▇. ▇▇▇▇▇, President
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