EXHIBIT 10.1
AMENDMENT AGREEMENT NUMBER FIVE
TO LOAN AND SECURITY AGREEMENT
THIS AMENDMENT AGREEMENT NUMBER FIVE TO LOAN AND SECURITY AGREEMENT
(this "Fifth Amendment") dated as of November 23, 2004, is entered into by
and between CALAMP CORP., a Delaware corporation formerly known as CALIFORNIA
AMPLIFIER, INC. ("Borrower") and U.S. Bank National Association, a national
banking association ("Bank").
RECITALS
A. Borrower and Bank are parties to that certain Loan and Security
Agreement dated as of May 2, 2002, between Borrower and Bank (the "Original
Loan Agreement"), as amended by that certain Amendment Agreement Number One
to Loan and Security Agreement dated as of April 3, 2003, between Borrower
and Bank, that certain Amendment Agreement Number Two to Loan and Security
Agreement dated as of July 3, 2003, between Borrower and Bank, that certain
Amendment Agreement Number Three to Loan and Security Agreement dated as of
January 5, 2004, between Borrower and Bank, and that certain Amendment
Agreement Number Four to Loan and Security Agreement dated as of February 27,
2004, between Borrower and Bank (the Original Loan Agreement, as amended,
the "Existing Loan and Security Agreement"). The Existing Loan and Security
Agreement, as amended and modified by this Fifth Amendment, is referred to
hereinafter as the "Loan and Security Agreement." Capitalized terms not
defined herein shall have the meanings ascribed to them in the Existing Loan
and Security Agreement.
B. Borrower has requested that Bank amend the Existing Loan and
Security Agreement to extend the maturity date thereof, reduce the interest
rate applicable to the loans made pursuant to the Loan and Security
Agreement, and make certain other modifications to the Existing Loan and
Security Agreement.
C. Bank is willing to so amend the Existing Loan and Security
Agreement on the terms and conditions herein.
AGREEMENT
1. RECITALS. The Recitals above are incorporated herein by this
reference as if fully set forth herein. Capitalized terms not
otherwise defined in the Recitals or otherwise in this Fifth Amendment
shall have the meanings ascribed to them in the Existing Loan and
Security Agreement.
2. EXTENSION OF REVOLVING MATURITY DATE. The definition of "Revolving
Maturity Date" in Section 1.1 of the Existing Loan and Security
Agreement is deleted in its entirety and replaced with the following:
"Revolving Maturity Date" means August 3, 2006.
3. MODIFICATION OF LIBOR INTEREST RATE PROVISIONS.
3.1 Clause (ii) of Section 2.4(a) of the Existing Loan and Security
Agreement is deleted in its entirety and replaced with the
following:
(ii) upon a minimum of two Business Days prior notice, one and
75/100ths (1.75) percentage points in excess of the 1, 3 or 6 month
LIBOR rate with respect to Term Loan A and Term Loan B, as
appropriate, and one and 75/100ths (1.75) percentage points in excess
of the 1, 3 or 6 month LIBOR rate with respect to Advances, as quoted
by Bank from Telerate page 3750 or any successor thereto (which shall
be the LIBOR Rate in effect two Business Days prior to the commencement
of the portion of the Term Loan A, Term Loan B or the Advance to be
subject to the LIBOR Rate (the "LIBOR Rate" and each such portion of
Term Loan A, Term Loan B, or the Advance is a "LIBOR Rate Loan").
3.2 The third to last sentence of Section 2.4(a) of the Existing Loan
Agreement is deleted in its entirety and replaced with the following:
Each LIBOR rate option selected shall apply to a minimum principal
amount of $100,000 and integral multiples of $100,000 in excess
thereof.
4. DELETION OF EXCESS CASH FLOW RECAPTURE REQUIREMENT. The third complete
paragraph on page 15 of the Original Loan and Security Agreement (the
paragraph immediately following the payment grid), which paragraph
requires Borrower to make certain mandatory prepayments from Excess
Cash Flow, is deleted in its entirety.
5. DELETION OF QUARTERLY AGING REPORTING REQUIREMENT. Clauses (a) and (b)
of Section 6.2 of the Existing Loan and Security Agreement, which
clauses require for certain quarterly agings to be reported by Borrower
to Bank, are deleted in their entirety.
6. CHANGE OF NAME OF BORROWER. Effective July 30, 2004, the Existing Loan
and Security Agreement and each of the other Loan Documents are revised
to delete therefrom "California Amplifier, Inc." and replace such name
with "CALAMP CORP."
7. REPRESENTATIONS, WARRANTIES AND COVENANTS. Before and after giving
effect to this Fifth Amendment, the representations and warranties in
Section 5 or elsewhere in the Existing Loan and Security Agreement
shall be true and correct as though such representations and warranties
were made on the date hereof. The execution by the Borrower of this
Fifth Amendment shall be deemed a representation that the Borrower has
complied with the foregoing condition. In addition, Borrower reaffirms
all covenants contained in Sections 6 and 7 or elsewhere in the Loan
and Security Agreement (including such covenants as have been amended
by this Fifth Amendment) as though such covenants were made on the date
hereof. All of the terms of the Existing Loan and Security Agreement,
except as expressly amended by this Fifth Amendment, shall remain
unchanged and in full force and effect, and the remaking of the
representations and warranties, and reaffirmation of the covenants,
does not in any way limit the continued applicability of all the
provisions of the Existing Loan and Security Agreement, as amended by
this Fifth Amendment.
8. CONDITIONS TO EFFECTIVENESS. This Agreement shall become effective
upon the occurrence of each of the following on or before November 26,
2004:
8.1 Execution of this Fifth Amendment by Borrower and Bank and the
delivery to Bank of such fully-executed Fifth Amendment.
8.2 Payment by Borrower of Bank's extension fee in the amount of
$15,000.00.
9. MISCELLANEOUS.
9.1 Continuing Validity. Except as expressly modified above, the
terms of the Existing Loan and Security Agreement and the other
Loan Documents shall remain unchanged and in full force and
effect. Consent by Bank to this Fifth Amendment does not waive
Bank's right to require strict performance of any and all of the
documents executed in connection with any credit extended
pursuant to the Loan and Security Agreement or the other Loan
Documents nor does Bank's consent obligate Bank to make any
future modifications. Nothing in this Fifth Amendment shall
constitute a satisfaction of the Loan and Security Agreement or
any of the Loan Documents
9.2 Understanding of Borrower.
PRIOR TO SIGNING THIS FIFTH AMENDMENT, BORROWER READ AND UNDERSTOOD ALL THE
PROVISIONS OF THIS FIFTH AMENDMENT AND ANY AND ALL RELATED DOCUMENTS.
[signatures follow]
IN WITNESS WHEREOF, each of Borrower and Bank agree to the terms and
conditions of this Fifth Amendment as set forth above.
Borrower:
CALAMP CORP., a Delaware corporation
formerly known as CALIFORNIA AMPLIFIER, INC.
By: /s/ Richard K. Vitelle
Richard K. Vitelle, VP Finance and CFO
Bank:
U.S. BANK NATIONAL ASSOCIATION, a
national banking association
By: /s/ Gregg M. Hessick
Gregg M. Hessick, Vice President