Amendment to Loan and Security Agreement

OCTOBER 2005 AMENDMENT TO

     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 31^st 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 individually and collectively called “Borrower”).

RECITALS

     (A) Borrower, Lowrance Australia Pty Limited (“Lowrance Australia”) and Lender have entered into that certain Loan and Security Agreement, dated December 15, 1993, as such Loan and Security Agreement has been amended, including, without limitation, as amended by (i) that certain First 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 Loan and Security Agreement, dated December 30, 1996, by and among Lender and Borrower, (iv) that certain 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 Security Agreement, 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) that certain 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 Security Agreement, 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 September 14, 1998, by and between Lender and Borrower, (x) that certain Tenth Amendment to Loan and Security Agreement and Amendment to Certain Other Loan Documents, executed in November of 1998, by Lender and Borrower; (xi) that certain Eleventh Amendment to Loan and Security Agreement and Amendment to Certain Other Loan Documents, executed March 14, 2000, by Lender and Borrower, (xii) that certain Twelfth Amendment to Loan and Security Agreement and Amendment to Certain Other Loan Documents, executed October 15, 2000, by

Lender and Borrower, (xiii) that certain Thirteenth Amendment to Loan and Security Agreement and Amendment to Certain Other Loan Documents and Limited Waiver entered into on October 19, 2001, by Lender and Borrower, (xiv) that certain letter agreement, dated December 14, 2001, by and between Lender and Borrower, (xv) that certain Fourteenth Amendment to Loan and Security Agreement and Amendment to Certain Other Loan Documents, entered into on March 11, 2002, by Lender and Borrower, (xvi) that certain November 2002 Amendment to Loan and Security Agreement and Amendment to Certain Other Loan Documents, entered into on November 26, 2002, by Lender and Borrower, (xvii) that certain waiver and 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, (xix) that certain May 2004 Amendment to Loan and Security Agreement, entered into on May 1, 2004, executed by Lender and Borrower, and (xx) that certain December 2004 Amendment to Loan and Security Agreement and Amendment to Certain Other Loan Documents, dated December 20, 2004, executed by Lender and Borrower (as amended, the “Loan Agreement”).

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

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

ARTICLE I

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

ARTICLE II

     2.01 Amendment to Section 1.1 of the Loan Agreement; Addition of New Definition. Effective as of the date of execution of this Amendment, the following new definition is added to Section 1.1 of the Loan Agreement, such definition to read in its entirety as follows and to be inserted in alphabetical order:

     “Availability — the amount by which the Borrowing Base exceeds the aggregate unpaid principal balance of the Revolving Credit Loans owing by Borrower to Lender.

     2.02 Amendment to Section 1.1 of the Loan Agreement; Amendment of Definition of “Base Rate Margin.” Effective as of the date of execution of this Amendment, the definition of “Base Rate Margin” contained in Section 1.1 of the Loan Agreement is hereby amended by deleting therefrom the current pricing table and substituting therefor the following new pricing

table:

“PRICING TABLE

Ratio of Money Borrowed				Base Rate
to EBITDA				Margin
(1)		Less than 0.50 to 1.00		(1)			0.00	%
(2)		Greater than or equal to 0.50 to 1.00		(2)			0.00	%
		but less than 1.00 to 1.00
(3)		Greater than or equal to 1.00 to 1.00		(3)			0.00	%
		but less than 2.00 to 1.00
(4)		Greater than or equal to 2.00 to 1.00		(4)			0.00	%
		but less than 4.00 to 1.00
(5)		Equal to or greater than 4.00 to 1.00		(5)			0.25	%”

     2.03 Amendment to Section 1.1 of the Loan Agreement; Amendment of Definition of “Inventory Commitment Amount.” Effective 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 hereby amended and restated to read in its entirety as follows:

     “Inventory Commitment Amount — $25,000,000.”

     2.04 Amendment to Section 1.1 of the Loan Agreement; Amendment of Definition of “LIBOR Base Rate Margin.” Effective as of the date of execution of this Amendment, the definition of “LIBOR Base Rate Margin” contained in Section 1.1 of the Loan Agreement is hereby amended by deleting therefrom the current pricing table and substituting therefor the following new pricing table:

“PRICING TABLE

				LIBOR
Ratio of Money Borrowed				Base Rate
to EBITDA				Margin
(1)		Less than 0.50 to 1.00		(1)			1.50	%
(2)		Greater than or equal to 0.50 to 1.00		(2)			1.75	%
		but less than 1.00 to 1.00
(3)		Greater than or equal to 1.00 to 1.00		(3)			2.00	%
		but less than 2.00 to 1.00
(4)		Greater than or equal to 2.00 to 1.00		(4)			2.25	%
		but less than 4.00 to 1.00
(5)		Equal to or greater than 4.00 to 1.00		(5)			2.50	%”

     2.05 Amendment to Section 1.1 of the Loan Agreement; Amendment of Definition of “Seasonal Dating Accounts Loan Amount”. Effective as of the date of execution of this Amendment, the definition of “Seasonal Dating Accounts Loan Amount” contained in Section 1.1 of the Loan Agreement is hereby amended and restated to read in its entirety as follows:

     “Seasonal Dating Accounts Loan Amount” — the amount indicated below for the periods indicated below:

Applicable Period		Seasonal Dating Accounts Loan Amount
(a) December 1 through May 31			(a) $12,500,000
(b) June 1 through November 30			(b) $  7,500,000	”

     2.06 Amendment to Section 2.1(B) of the Loan Agreement. Effective as of the date of execution of this Amendment, Section 2.1(B) of the Loan Agreement is hereby amended and restated to read in its entirety as follows:

“(B) Notwithstanding the foregoing provisions of Section 2.1(A), it is expressly agreed and understood that (i) the aggregate outstanding amount of all Revolving Credit Loans advanced against Eligible Accounts and Eligible Inventory of LEI, Lowrance Contracts and Sea Electronics shall not exceed $500,000 at any time;

(ii) the aggregate outstanding amount of Revolving Credit Loans advanced against Eligible Accounts of Lowrance arising from sales to Account Debtors located in Australia and Australian Finished Goods Eligible Inventory shall not exceed $1,000,000 at any time; (iii) the aggregate outstanding amount of all Revolving Credit Loans advanced against Raw Materials Eligible Inventory shall not exceed the Permitted Raw Materials Loan Amount at any time; (iv) the aggregate outstanding amount of all Revolving Credit Loans advanced against Seasonal Dating Accounts shall not exceed the Seasonal Dating Accounts Loan Amount at any time and the aggregate outstanding amount of all Revolving Credit Loans advanced against Seasonal Dating Accounts arising from sales to Persons who in the sole judgment of Lender are part of the ‘Big Rock Sports Group’ shall not exceed $5,000,000 at any time; and (v) the aggregate outstanding amount of all Revolving Credit Loans advanced against Mexican Raw Materials Eligible Inventory shall not exceed $1,000,000 at any time.”

     2.07 Amendment to Section 3.2 of the Loan Agreement. Effective as of the date of execution of this Amendment, Section 3.2 of the Loan Agreement is hereby amended and restated to read in its entirety as follows:

“3.2 Term of Agreement. Subject to Lender’s right to cease making Loans to Borrower at any time upon or after the occurrence of a Default or an Event of Default, this Agreement shall be in effect through and including December 31, 2009 (the ‘Original Term’). Notwithstanding anything herein to the contrary, Lender may terminate this Agreement without notice upon or after the occurrence of an Event of Default.”

     2.08 Amendment to Section 9.2(L) of the Loan Agreement. Effective as of the date of execution of this Amendment, Section 9.2(L) of the Loan Agreement is hereby amended and restated to read in its entirety as follows:

“(L) Capital Expenditures. Make Capital Expenditures which, in the aggregate, as to Borrower and its Subsidiaries, exceed (i) $11,000,000 during Borrower’s fiscal year ending July 31, 2006, or (ii) $10,000,000 during each fiscal year of Borrower thereafter.”

     2.09 Amendment to Section 9.3 of the Loan Agreement. Effective as of the date of execution of this Amendment, Section 9.3 of the Loan Agreement is hereby amended and restated to read in its entirety as follows:

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

(A) [Intentionally Omitted]

(B) [Intentionally Omitted]”

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

(D) [Intentionally Omitted].

(E) [Intentionally Omitted].”

     2.10 Amendment to Section 12.10 of the Loan Agreement. Effective as of the date of execution of this Amendment, Section 12.10 of the Loan Agreement is amended such that any notice to Lender shall hereafter be addressed as follows:

		“(A)		If to Lender:		Bank of America, N.A.
						901 Main Street, 22nd Floor
						Mail Code: TX1-492-22-13
						Dallas, Texas 75202
						Attn: Loan Administration Manager
				with a copy to:		Patton Boggs, LLP
						2001 Ross Avenue, Suite 3000
						Dallas, Texas 75201
						Attn: Kenneth M. Vesledahl, Esq.”

     2.11 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 to Exhibit F, which is entitled “Patents, Trademarks, Copyrights and Licenses” shall be deemed references to Exhibit F attached hereto.

     2.12 Amendment to Revolving Credit Notes. Effective as of the date of execution of this Amendment, each Revolving Credit Note is hereby amended as follows:

(i) The reference in each Revolving Credit Note to the date “December 31, 2008” is hereby deleted and substituted therefor is the date “December 31, 2009.”

(ii) Each reference in each Revolving Credit Note to the dollar amount “$13,250,00” is hereby deleted and substituted therefor is the dollar amount “$25,000,000.”

(iii) The reference in each Revolving Note to the phrase ‘THIRTEEN MILLION TWO HUNDRED AND FIFTY THOUSAND AND NO/100 DOLLARS” is hereby deleted and substituted therefor is the phrase ‘TWENTY-FIVE MILLION AND NO/100 DOLLARS.”

     2.13 Amendment Fee. In consideration for the agreements of Lender contained herein but subject to Section 3.1(D) of the Loan Agreement, Borrower agrees to pay Lender a fee of $25,000. Such fee shall be due and payable and shall be fully earned as of the date of execution of this Amendment.

ARTICLE III

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

     (a) Lender shall have received each of the following, each in form and substance satisfactory to Lender: (i) this Amendment, duly executed by Borrower; (ii) the Exhibit F to this Amendment, fully and accurately completed by Borrower; (iii) an Eighth Amendment to Mortgage, Security Agreement, Financing Statement and Assignment of Rents, duly executed by Lowrance regarding the existing Mortgage covering Lowrance’s Tulsa, Oklahoma real property; (iv) such documentation as shall be required by Lender in connection with the granting by Borrower to Lender of a first priority lien in all intellectual property of Borrower; (v) such amendments to the existing Mexican collateral documents as shall be required by Lender; and (vi) such additional documents, instruments and information as Lender or its legal counsel may request;

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

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

     (d) All corporate proceedings taken in connection with the transactions contemplated by this Amendment and all documents, instruments and other legal matters incident thereto shall be satisfactory to Lender and its legal counsel; and

     (e) Borrower shall have paid to Lender, in immediately available funds, the fee described in Section 2.13 of this Amendment.

ARTICLE IV

     4.01 No Waiver. Nothing contained in this Amendment shall be construed as a waiver by Lender of any covenant or provision of the Loan Agreement, the other Loan Documents, this Amendment, or of any other contract or instrument between Borrower and Lender, and the

failure of Lender at any time or times hereafter to require strict performance by Borrower of any provision thereof shall not waive, affect or diminish any right of Lender to thereafter demand strict compliance therewith. Lender hereby reserves all rights granted under the Loan Agreement, the other Loan Documents, this Amendment and any other contract or instrument between Borrower and Lender.

ARTICLE V

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

     5.02 Representations and Warranties. Borrower hereby represents and warrants to Lender that (a) the execution, delivery and performance of this Amendment and any and all other Loan Documents executed and/or delivered in connection herewith have been authorized by all requisite corporate action on the part of Borrower and will not violate the Certificate of Incorporation or Bylaws of Borrower; (b) the representations and warranties contained in the Loan Agreement, as amended hereby, and any other Loan Documents are true and correct on and as of the date hereof and on and as of the date of execution hereof as though made on and as of each such date; (c) no Default or Event of Default under the Loan Agreement, as amended hereby, has occurred and is continuing; (d) Borrower is in full compliance with all covenants and agreements contained in the Loan Agreement and the other Loan Documents, as amended hereby; (e) the Borrower’s Certificate of Incorporation and Bylaws are in full force and effect on and as of the date hereof without 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 its organization, (ii) the Borrower is qualified to do business as a foreign corporation and is in corporate and tax good standing in each jurisdiction where Borrower is doing business and is required to be so qualified, (iii) Borrower does not owe franchise taxes or other taxes required to maintain its corporate existence and no franchise tax reports are due, and (iv) no proceedings are pending for forfeiture of the Borrower’s charter or for its dissolution either voluntarily or involuntarily; and (g) the officer of Borrower executing this Amendment has been duly elected and is, at present, qualified and acting in the office indicated below such officer’s name and is duly authorized to execute this Amendment on behalf of Borrower.

ARTICLE VI

     6.01 Survival of Representations and Warranties. All representations and warranties made in the Loan Agreement or any other Loan Document, including, without limitation, any document furnished in connection with this Amendment, shall survive the

execution and delivery of this Amendment and the other Loan Documents, and no investigation by Lender or any closing shall affect the representations and warranties or the right of Lender to rely upon them.

     6.02 Reference to Loan Agreement. Each of the Loan Agreement and the other Loan Documents, and any and all other agreements, documents or instruments now or hereafter executed and delivered pursuant to the terms hereof or pursuant to the terms of the Loan Agreement, as amended hereby, are hereby amended so that any reference in the Loan Agreement and such other 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 on demand all costs and expenses incurred by Lender in connection with the preparation, negotiation and execution of this Amendment and the other Loan Documents executed pursuant hereto and any and all amendments, modifications, and supplements thereto, including, without limitation, the costs and fees of Lender’s legal counsel, and all costs and expenses incurred by Lender in connection with the enforcement or preservation of any rights under the Loan Agreement, as amended hereby, or any other Loan Documents, including, without, limitation, the costs and fees of Lender’s legal counsel.

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

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

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

     6.07 Effect of Waiver. No consent or waiver, express or implied, by Lender to or for any breach of or deviation from any covenant or condition by Borrower shall be deemed a consent to or waiver of any other breach of the same or any other covenant, condition or duty.

     6.08 Headings. The headings, captions, and arrangements used in this Amendment are for convenience only and shall not affect the interpretation of this Amendment.

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

     6.10 Final Agreement. THE LOAN AGREEMENT AND THE OTHER LOAN DOCUMENTS, EACH AS AMENDED HEREBY, REPRESENT THE ENTIRE EXPRESSION OF THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF ON THE DATE THIS AMENDMENT IS EXECUTED. THE LOAN AGREEMENT AND THE OTHER LOAN DOCUMENTS, AS AMENDED HEREBY, MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. NO MODIFICATION, RESCISSION, WAIVER, RELEASE OR AMENDMENT OF ANY PROVISION OF THIS AMENDMENT SHALL BE MADE, EXCEPT BY A WRITTEN AGREEMENT SIGNED BY BORROWER AND LENDER.

     6.11 Release. BORROWER HEREBY ACKNOWLEDGES THAT IT HAS NO DEFENSE, COUNTERCLAIM, OFFSET, CROSS-COMPLAINT, CLAIM OR DEMAND OF ANY KIND OR NATURE WHATSOEVER THAT CAN BE ASSERTED TO REDUCE OR ELIMINATE ALL OR ANY PART OF ITS LIABILITY TO REPAY THE “OBLIGATIONS” OR TO SEEK AFFIRMATIVE RELIEF OR DAMAGES OF ANY KIND OR NATURE FROM LENDER. BORROWER HEREBY VOLUNTARILY AND KNOWINGLY RELEASES AND FOREVER DISCHARGES LENDER, ITS PREDECESSORS, OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, SUCCESSORS AND ASSIGNS, FROM ALL POSSIBLE CLAIMS, DEMANDS, ACTIONS, CAUSES OF ACTION, DAMAGES, COSTS, EXPENSES, AND LIABILITIES WHATSOEVER, KNOWN OR UNKNOWN, ANTICIPATED OR UNANTICIPATED, SUSPECTED OR UNSUSPECTED, FIXED, CONTINGENT, OR CONDITIONAL, AT LAW OR IN EQUITY, ORIGINATING IN WHOLE OR IN PART ON OR BEFORE THE DATE THIS AMENDMENT IS EXECUTED, WHICH THE BORROWER MAY NOW OR HEREAFTER HAVE AGAINST LENDER, ITS PREDECESSORS, OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, SUCCESSORS AND ASSIGNS, IF ANY, AND IRRESPECTIVE OF WHETHER ANY SUCH CLAIMS ARISE OUT OF CONTRACT, TORT, VIOLATION OF LAW OR REGULATIONS, OR OTHERWISE, AND ARISING FROM ANY “LOANS”, INCLUDING, WITHOUT LIMITATION, ANY CONTRACTING FOR, CHARGING, TAKING, RESERVING, COLLECTING OR RECEIVING INTEREST IN EXCESS OF THE HIGHEST LAWFUL RATE APPLICABLE, THE EXERCISE OF ANY RIGHTS AND REMEDIES UNDER THE LOAN AGREEMENT OR OTHER LOAN DOCUMENTS, AND THE NEGOTIATION OF AND EXECUTION OF THIS AMENDMENT.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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

		“LENDER”
		BANK OF AMERICA, N.A.
		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]