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EXHIBIT (d)(4)
Chase Securities Inc.
707 Travis Street, 7-CBBN-388
Houston, TX 77002-7388
June 23, 2000
Mr. James R. Bazet
President and CEO
Cobra Electronics Corporation
6500 West Cortland Street
Chicago, IL 60707
Gentlemen:
You have advised us of your interest in exploring a possible transaction
involving you and Lowrance Electronics, Inc. (the "Company"). In connection
with your analysis of a possible transaction with the Company, you have
requested and/or may request certain oral and written non-public information
concerning the Company and its subsidiaries which may be supplied to you by
officers, directors, employees and/or agents or representatives of the Company
(collectively, the "Information"). As a condition to being furnished with the
Information, you agree (and agree to cause your directors, officers and
employees) to treat the Information in accordance with the following:
1. The Information will be used solely for the purposes of evaluating a
possible Transaction between the Company and you and not used in any way
directly or indirectly detrimental to the Company. Unless and until you have
completed a Transaction with the Company pursuant to a definitive agreement (the
"Transaction Agreement"), such Information will be kept confidential by you and
your advisors; provided, however, that you may disclose the Information or
portions thereof to those of your directors, officers and employees and
representatives of your advisors (collectively, "Representatives") who need to
know such Information for the purpose of evaluating your possible Transaction
with the Company (it being understood that you will inform those Representatives
of the confidential nature of the Information and direct them not to disclose
the Information to any other person). You agree to be responsible for any
breach of this Agreement by your Representatives.
If you are requested or required (by oral questions, interrogatories,
requests for information or documents, subpoenas, civil investigative demands or
similar processes) to disclose any Information supplied to you in the course of
your dealings with the Company or its representatives, you will, if legally
permitted, (i) provide the Company with prompt notice of such request(s) and the
documents requested so that the Company may seek an appropriate protective order
and/or waive your compliance with the provisions of this Agreement, and (ii)
consult with the Company as to the advisability of the Company taking legally
available steps to resist or narrow such request. If in the absence of a
protective order or the receipt of a waiver hereunder you are nonetheless, in
the opinion of your legal counsel, compelled to disclose Information concerning
the Company, you may disclose such Information without liability hereunder;
provided, however, that you shall give the Company written notice of such
Information as far in advance of its disclosure as is practicable and shall use
reasonable efforts to obtain, to the greatest extent practicable, an order or
other reliable assurance that confidential treatment will be accorded to such
Information required to be disclosed or produced.
Chase Securities Inc. is a member of NASD/SIPC, and is a wholly-owned
subsidiary of The Chase Manhattan Corporation.
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Cobra Electronics Corporation
June 23, 2000
Page 2
2. The term "Information" does not include any information which (i) is or
hereafter becomes generally available to and known by the public (other than as
a result of an unpermitted disclosure directly or indirectly by you or your
Representatives), (ii) is or becomes available to you on a nonconfidential basis
from a source other than the Company or its advisors, provided that such source
is not at the time of such disclosure bound by a confidentiality agreement with
or other obligation of secrecy to the Company of which you have knowledge or
(iii) has already been or is hereafter independently acquired or developed by
you without violating any confidentiality agreement with or other obligation of
secrecy to the Company.
3. If you do not proceed with a transaction with the Company or if the
Company so requests, you will return promptly to the Company all copies,
extracts or other reproductions in whole or in part of the Information in your
possession or in the possession of your Representatives and you will destroy all
copies of any memoranda, notes, analyses, compilations, studies or other
documents prepared by you or for your use based on, containing or reflecting any
Information. Such destruction shall, if requested, be certified in writing to
the Company by an authorized officer supervising such destruction.
4. Without the prior written consent of the Company, you will not, and
will direct your Representatives not to, disclose to any person either the fact
that any investigations, discussions or negotiations are taking place concerning
a possible transaction between the Company and you, or that you have requested
or received Information from the Company, or any of the terms, conditions or
other facts with respect to any such possible transaction, including the status
thereof. The term "person" as used throughout this Agreement will be
interpreted broadly to include, without limitation, any corporation, company,
partnership, or individual.
5. You understand and acknowledge that the Company is not making any
representation or warranty, express or implied, as to the accuracy or
completeness of the Information, and neither the Company nor any of its
directors, officers, employees, stockholders, owners, affiliates,
Representatives or agents will have any liability to you or any other person
resulting from your use of the Information. Only those representations or
warranties that are made to you in a definitive Transaction Agreement when, as,
and if it is executed, and subject to such limitations and restrictions as may
be specified in such Transaction Agreement, will have any legal effect.
6. You agree that for a period of one year from the date of this Agreement
you will not, directly or indirectly, solicit any employee of the Company for
the purpose of hiring such person as an employee or a consultant. It is
understood that this provision does not preclude you from hiring a Company
employee who responds to a general public advertisement for employment.
7. You hereby acknowledge that you are aware, and that you have advised or
will advise your directors, officers, employees, agents, advisors and any other
Representatives who are informed as to the matters which are the subject of this
Agreement, that the United States securities laws may prohibit any person who
has material, non-public information concerning the matters which are the
subject of this Agreement from purchasing or selling securities of a company
which may be a party to a transaction of the type contemplated by this Agreement
or from communicating such information to any other person under circumstances
in which it is reasonably foreseeable that such person is likely to purchase or
sell such securities.
8. You also understand and agree that unless and until a definitive
Transaction Agreement has been executed and delivered, no contract or agreement
providing for a Transaction with the Company shall be deemed to exist between
you and the Company, and neither the Company nor you will be under any legal
obligation of any kind whatsoever with respect to such transaction by virtue of
this or any written or oral expression thereof, except, in the case of this
Agreement, for the matters specifically agreed to herein. For purposes of this
paragraph, the term "definitive Transaction Agreement" does not include any
executed letter of intent or any other preliminary written agreement, nor does
it include any written or verbal acceptance of an offer or bid made by you.
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Cobra Electronics Corporation
June 23, 2000
Page 3
9. You agree that the Company shall be entitled to equitable relief,
including injunction and specific performance, in the event of any breach of the
provisions of this Agreement, in addition to all other remedies available to the
Company at law or in equity. You also further agree that service of any
process, summons, notice or document by U.S. registered mail to your address set
forth above shall be effective service of process for any action, suit or
proceedings brought against you in any court.
10. You agree that the Company reserves the right, in its sole and
absolute discretion, to reject any or all proposals, to decline to furnish
further Information and to terminate discussions and negotiations with you at
any time. The exercise by the Company of these rights shall not affect the
enforceability of any provision of this Agreement.
11. All notices and communications referred or permitted to be made by you
to the Company pursuant to this Agreement will be made to the Company,
Attention: Mr. Darrell Lowrance, President and CEO, 12000 East Skelly Drive,
Tulsa Oklahoma, 74128.
12. This Agreement is for the benefit of the Company and will be governed
and construed in accordance with the laws of the State of Oklahoma.
13. This Agreement will expire on the second anniversary of its date
hereof.
The obligations of Cobra Electronics Corporation to Lowrance Electronics,
Inc. under this agreement apply equally to Lowrance with respect to all terms of
this agreement, including but not limited to non-public information disclosed by
Cobra in the course of discussions and with respect to non-solicitation of
employees.
If you agree with the foregoing, please sign this letter and return one executed
copy, which will constitute our agreement with respect to the subject matter of
this letter.
Very truly yours,
/s/ Thomas B. O'Driscoll
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Thomas B. O'Driscoll
Chase Securities Inc.
on behalf of Lowrance Electronics, Inc.
Confirmed and Agreed as of
the date written above:
By: /s/ James R. Bazet
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Name: James R. Bazet
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Title: President and Chief Executive Officer
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