EXHIBIT 10.1
FIRST AMENDMENT TO CREDIT AGREEMENT
This First Amendment to Credit Agreement (herein, the "Amendment") is
entered into as of December 18, 2006, among CalAmp Corp., a Delaware
corporation (the "Borrower"), the lenders party hereto (herein, the "Lenders"),
and Bank of Montreal, as administrative agent for the Lenders (the
"Administrative Agent").
PRELIMINARY STATEMENTS:
A. The Borrower, certain subsidiaries of the Borrower as guarantors,
the Administrative Agent, and the other Lenders have entered into that certain
Credit Agreement dated as of May 26, 2006 (such Credit Agreement, as the same
may be amended, modified or restated from time to time, hereinafter referred to
as the "Credit Agreement"). All defined terms used herein shall have the same
meaning as in the Credit Agreement unless otherwise defined herein.
B. The Borrower has requested that the Lenders permit certain of its
Subsidiaries to obtain surety bonds and pledge their assets to secure such
bonds and permit the Borrower to act as an indemnitor of its Subsidiaries'
obligations in connection therewith and make certain other amendments to the
Credit Agreement, and the Lenders are willing to so amend the Credit Agreement,
all in the manner and on the terms and conditions hereinafter set forth.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:
SECTION 1. AMENDMENTS.
Subject to the satisfaction of the conditions precedent set forth in
Section 2 below, the Credit Agreement shall be and hereby is amended as
follows:
1.1. The following definitions shall be added to Section 5.1 of the
Credit Agreement in appropriate alphabetical sequence:
"Bonding Agreement" means that certain Indemnity and Security Agreement
dated as of December 18, 2006 from the Principals to AXA Assurances Inc., AXA
Insurance (Canada) Inc. and AXA Pacific Insurance Company (the "Sureties").
"Principals" means, collectively, Dataradio, Dataradio Corporation, a
Delaware corporation, and Dataradio COR Ltd., a Delaware corporation."
1.2. Section 8.7 of the Credit Agreement shall be amended by deleting
the word "and" at the end of clause (m), redesignating clause (n) as clause (o)
and inserting a new clause (n) to read as follows:
"(n) secured obligations of the Principals (and unsecured obligations of
the Borrower) under the Bonding Agreement in an aggregate maximum amount not to
exceed $11,000,000 at any one time; and"
1.3. Section 8.8(k) shall be amended and restated in its entirety to
read as follows:
"(k) Liens on the assets of the Principals to secure obligations under
the Bonding Agreement in an aggregate amount not to exceed $11,000,000 at any
one time;"
1.4. Schedule 6.2 shall be amended and restated in its entirety to read
as set forth on Schedule 6.2 attached hereto.
SECTION 2. CONDITIONS PRECEDENT.
The effectiveness of this Amendment is subject to the satisfaction of all
of the following conditions precedent:
2.1. The Borrower, the Administrative Agent and the Required Lenders
shall have executed and delivered this Amendment.
2.2. Legal matters incident to the execution and delivery of this
Amendment shall be satisfactory to the Administrative Agent and its counsel.
2.3. The Guarantors shall have executed their reaffirmation,
acknowledgment, and consent in the space provided for that purpose below.
SECTION 3. REPRESENTATIONS.
In order to induce the Lenders to execute and deliver this Amendment, the
Borrower hereby represents to the Lenders that as of the date hereof after
giving effect to this Amendment the representations and warranties set forth in
Section 6 of the Credit Agreement are and shall be and remain true and correct
in all material respects, except to the extent the same expressly relate to an
earlier date (except that the representations contained in Section 6.5 shall be
deemed to refer to the most recent financial statements of the Borrower
delivered to the Administrative Agent) and the Borrower is in compliance with
the terms and conditions of the Credit Agreement and no Default or Event of
Default has occurred and is continuing under the Credit Agreement or shall
result after giving effect to this Amendment.
SECTION 4. MISCELLANEOUS.
4.1. The Borrower and the Guarantors heretofore executed and delivered
to the Administrative Agent certain Collateral Documents and the Borrower
hereby, and the Guarantors by signing below, acknowledge and agree, that,
notwithstanding the execution and delivery of this Amendment, the Collateral
Documents remain in full force and effect and the rights and remedies of the
Agent and the Lenders, the obligations of the Borrower and the Guarantors
thereunder and the liens and security interests created and provided for
thereunder remain in full force and effect and shall not be affected, impaired
or discharged hereby. Nothing herein contained shall in any manner affect or
impair the priority of the liens and security interests created and provided
for by the Collateral Documents as to the indebtedness which would be secured
thereby prior to giving effect to this Amendment.
4.2. Except as specifically amended herein, the Credit Agreement shall
continue in full force and effect in accordance with its original terms.
Reference to this specific Amendment need not be made in the Credit Agreement,
the Notes, or any other instrument or document executed in connection
therewith, or in any certificate, letter or communication issued or made
pursuant to or with respect to the Credit Agreement, any reference in any of
such items to the Credit Agreement being sufficient to refer to the Credit
Agreement as amended hereby.
4.3. The Borrower agrees to pay on demand all reasonable costs and
expenses of or incurred by the Administrative Agent in connection with the
negotiation, preparation, execution and delivery of this Amendment, including
the reasonable fees and expenses of counsel for the Administrative Agent.
4.4. This Amendment may be executed in any number of counterparts, and by
the different parties on different counterpart signature pages, all of which
taken together shall constitute one and the same agreement. Any of the parties
hereto may execute this Amendment by signing any such counterpart and each of
such counterparts shall for all purposes be deemed to be an original. This
Amendment shall be governed by the internal laws of the State of Illinois.
[SIGNATURE PAGE TO FOLLOW]
<page>
This First Amendment to Credit Agreement is entered into as of the date and
year first above written.
"BORROWER"
CALAMP CORP.
By /s/ Richard K. Vitelle
Name: Richard K. Vitelle
Title: Vice President of Finance
Accepted and agreed to by the Required Lenders.
"LENDERS"
BANK OF MONTREAL, acting through its
Chicago Branch, in its individual
capacity as a Lender, as L/C Issuer,
and as Administrative Agent
By /s/ Naghmeh Hashemifard
Name Naghmeh Hashemifard
Title Director
UNION BANK OF CALIFORNIA, N.A.
By /s/ John Kase
Name John Kase
Title Vice President
BANK OF THE WEST
By
Name
Title
<page>
REAFFIRMATION, ACKNOWLEDGEMENT, AND CONSENT OF GUARANTORS
Each of the undersigned, the Guarantors, heretofore executed and
delivered to the Administrative Agent, on behalf of the Lenders, the Credit
Agreement or an Additional Guarantor Supplement. Each of the undersigned
hereby consents to the First Amendment to Credit Agreement (the "Amendment")
set forth above, including, without limitation, Section 4.1 thereof, and
confirms that its Guaranty, and all obligations of the undersigned thereunder,
remains in full force and effect. Each of the undersigned further agrees that
the consent of the undersigned to any further amendments to the Credit
Agreement shall not be required as a result of this consent having been
obtained. Each of the undersigned acknowledges that the Lenders are relying on
the assurances provided herein in entering into the Amendment.
"GUARANTORS"
CALAMP SOLUTIONS HOLDINGS, INC.
By /s/ Steven L. Heureux
Name: Steven L'Heureux
Title: President
CALAMP SOLUTIONS, INC.
By /s/ Steven L. Heureux
Name: Steven L'Heureux
Title: President
DATARADIO HOLDINGS, INC.
By /s/ Richard K. Vitelle
Name: Richard K. Vitelle
Title: Treasurer
DATARADIO CORPORATION
By /s/ Richard K. Vitelle
Name: Richard K. Vitelle
Title: Treasurer
DATARADIO COR LTD.
By /s/ Richard K. Vitelle
Name: Richard K. Vitelle
Title: Treasurer
<page>
SCHEDULE 6.2
SUBSIDIARIES
<table>
Immaterial
Jurisdiction of Percentage Subsidiary
Name Organization Ownership Owner (Y/N)
<c> <c> <c> <c> <c>
CalAmp Solutions Holdings, Inc. Delaware 100% Borrower N
CalAmp Solutions, Inc. California 100% CalAmp Solutions Holdings, Inc. N
California Amplifier SARL France 100% Borrower N/A
Mk NY Service Corp. New York 100% CalAmp Solutions Holdings, Inc. Y
Vytek Products, Inc. California 100% CalAmp Solutions Holdings, Inc. Y
CalAmp Northstar Holdings Inc.
(formerly known as 4308093
Canada, Inc.) Canada 100% Borrower N/A
Dataradio, Inc. Canada 100% CalAmp Northstar Holdings Inc. N/A
Dataradio Holdings, Inc. Delaware 100% Borrower N
Dataradio Corporation Delaware 100% Dataradio Holdings, Inc. N
Dataradio COR Ltd. Delaware 100% Dataradio Holdings, Inc. N
CalAmp DataCom, Inc. Delaware 100% Borrower Y
CalAmp Northstar General
Partnership Canada 1% CalAmp DataCom, Inc. N/A
99% Borrower
</table>