Exhibit 10-1
SIXTH AMENDMENT TO CREDIT AGREEMENT
This Sixth Amendment to Credit Agreement (herein, the "Amendment") is
entered into as of January 15, 2009, 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 has been or 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 (i) waive certain fees
in exchange for a larger prepayment in connection with the settlement of the
Rogers Corporation litigation, and (ii) 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. Sections 2.1(d) (Exit Fee) and 2.1(e) (Default Interest Prior to
the Fourth Amendment Effective Date) shall both be replaced with "Reserved"
and the obligations pursuant to those Sections shall be forgiven.
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 each of the Lenders
shall have executed and delivered this Amendment.
2.2. The Administrative Agent shall have received copies (executed or
certified, as may be appropriate) of all legal documents or proceedings taken
in connection with the execution and delivery of this Amendment to the extent
the Administrative Agent or its counsel may reasonably request.
2.3. Legal matters incident to the execution and delivery of this
Amendment shall be satisfactory to the Administrative Agent and its counsel.
2.4. The Guarantors shall have executed their reaffirmation,
acknowledgment, and consent in the space provided for that purpose below.
2.5. The Borrower shall have paid any invoices for professional
services rendered on behalf of the Administrative Agent, including legal
fees.
SECTION 3. CONDITIONS SUBSEQUENT.
By no later than 12:00 p.m. (Chicago time) on January 20, 2009, the
Administrative Agent shall receive a prepayment on the Term Loans in an
amount equal to 75% of the Net Cash Proceeds of the settlement of the Rogers
Corporation litigation, which amount shall be not less than $6,175,000 (which
prepayment shall satisfy the obligation of the Borrower under Section
1.9(b)(ii) with respect to said settlement). Failure to make such payment by
such time shall constitute an immediate Event of Default.
SECTION 4. 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 5. MISCELLANEOUS.
5.1. 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.
5.2. 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.
5.3. 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.
5.4. 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 New
York.
5.5. FOR VALUE RECEIVED, INCLUDING WITHOUT LIMITATION, THE AGREEMENTS
OF THE LENDERS IN THIS AGREEMENT, THE BORROWER HEREBY RELEASES THE
ADMINISTRATIVE AGENT AND EACH LENDER, ITS CURRENT AND FORMER SHAREHOLDERS,
DIRECTORS, OFFICERS, AGENTS, EMPLOYEES, ATTORNEYS, CONSULTANTS, AND
PROFESSIONAL ADVISORS (COLLECTIVELY, THE "RELEASED PARTIES") OF AND FROM ANY
AND ALL DEMANDS, ACTIONS, CAUSES OF ACTION, SUITS, CONTROVERSIES, ACTS AND
OMISSIONS, LIABILITIES, AND OTHER CLAIMS OF EVERY KIND OR NATURE WHATSOEVER,
BOTH IN LAW AND IN EQUITY, KNOWN OR UNKNOWN, WHICH THE BORROWER HAS OR EVER
HAD AGAINST THE RELEASED PARTIES, INCLUDING, WITHOUT LIMITATION, THOSE
ARISING OUT OF THE EXISTING FINANCING ARRANGEMENTS BETWEEN THE BORROWER AND
THE LENDERS, AND THE BORROWER FURTHER ACKNOWLEDGES THAT, AS OF THE DATE
HEREOF, IT DOES NOT HAVE ANY COUNTERCLAIM, SET-OFF, OR DEFENSE AGAINST THE
RELEASED PARTIES, EACH OF WHICH THE BORROWER HEREBY EXPRESSLY WAIVES.
[SIGNATURE PAGE TO FOLLOW]
This Sixth 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 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/ Geoffrey R. McConnell
-------------------------
Name Geoffrey R. McConnell
Title Managing Director
UNION BANK OF CALIFORNIA, N.A.
By /s/ Carrie Lee
-------------------------
Name Carrie Lee
Title Vice President
BANK OF THE WEST
By /s/ Michael Creith
-------------------------
Name Michael Creith
Title V.P.
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 Sixth Amendment to Credit Agreement (the "Amendment")
set forth above 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/ John H. Bates
-------------------
Name: John H. Bates
Title: President
CALAMP SOLUTIONS, INC.
By /s/ John H. Bates
--------------------
Name: John H. Bates
Title: President
DATARADIO HOLDINGS, INC.
By /s/ Garo Sarkissian
--------------------
Name: Garo Sarkissian
Title: President
DATARADIO CORPORATION
By /s/ Garo Sarkissian
--------------------
Name: Garo Sarkissian
Title: Vice President
DATARADIO COR LTD.
By /s/ Garo Sarkissian
--------------------
Name: Garo Sarkissian
Title: Vice President