Exhibit 99.1
NINTH AMENDMENT AND CONSENT TO CREDIT AGREEMENT
This Ninth Amendment and Consent to Credit Agreement (herein, the
"Amendment") is entered into as of August 4, 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 consent to a sale of
the Series 5 Preferred Stock of MIR3, Inc. and the application of proceeds
therefrom and make certain amendments to the Credit Agreement, and the
Lenders are willing to do so, 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. CONSENT.
The Borrower has advised the Lenders that it intends to sell its
1,269,192 shares of Series 5 Preferred Stock of MIR3, Inc. (the "MIR3 Stock
Sale"). The Borrower has requested that the Administrative Agent and the
Required Lenders (i) consent to the MIR3 Stock Sale free and clear of the
Lien of the Administrative Agent, (ii) agree that $1,000,000 of proceeds from
the MIR3 Stock Sale will be used to apply to the amortization payment on the
Term Loan due September 30, 2009, and (iii) agree that any proceeds of the
MIR3 Stock Sale in excess of $1,000,000 up to $15,353.60 may be retained by
the Borrower.
The Administrative Agent and the Lenders hereby consent to the MIR3
Stock Sale and to the application of the proceeds therefrom subject to the
following: (a) the per share price for the shares shall not be less than
$0.80 share, (b) $1,000,000 of proceeds from the Stock Sale shall be paid
directly to the Administrative Agent as and for part of the regularly
scheduled amortization payment due September 30, 2009, and (c) the closing of
the Stock Sale and receipt of the proceeds by the Administrative Agent shall
occur, if at all, by no later than August 31, 2009. The foregoing Consent
shall become effective only upon the satisfaction of the conditions precedent
set forth in Section 3 hereof.
SECTION 2. AMENDMENTS.
Subject to the satisfaction of the conditions precedent set forth in
Section 3 below, the Credit Agreement shall be and hereby is amended as
follows:
2.1. The definition of Net Income appearing in Section 5.1 shall be
amended and restated to read as follows:
"Net Income" means, with reference to any period, the net income (or
net loss) of the Borrower and its Subsidiaries for such period computed on a
consolidated basis in accordance with GAAP; provided that there shall be
excluded from Net Income (a) the net income (or net loss) of any Person
(other than a Subsidiary) in which the Borrower or any of its Subsidiaries
has an equity interest in, except to the extent of the amount of dividends or
other distributions actually paid to the Borrower or any of its Subsidiaries
during such period, (b) any extraordinary gains or losses in accordance with
GAAP (and the tax effects thereof), (c) one-time, non-recurring,
non-operating gains and losses approved in writing by the Administrative
Agent, (d) all non-cash income, (e) any proceeds from the settlement of the
Rogers Corporation litigation and (f) all non-cash losses associated with the
sale of the Borrower's Series 5 Preferred Stock in MIR3, Inc.
2.2. Schedule 6.2 shall be amended and restated in its entirety to
read as set forth on Schedule 6.2 attached hereto.
SECTION 3. CONDITIONS PRECEDENT.
The effectiveness of this Amendment is subject to the satisfaction of
all of the following conditions precedent:
3.1. The Borrower, the Required Lenders and the Administrative Agent
shall have executed and delivered this Amendment.
3.2. 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.
3.3. Legal matters incident to the execution and delivery of this
Amendment shall be satisfactory to the Administrative Agent and its counsel.
3.4. The Guarantors shall have executed their reaffirmation,
acknowledgment, and consent in the space provided for that purpose below.
3.5. The Borrower shall have paid any invoices for professional
services rendered on behalf of the Administrative Agent, including legal
fees.
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 (other than the Existing Defaults) 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]
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This Ninth Amendment and Consent to Credit Agreement is entered into as
of the date and year first above written.
"BORROWER"
CALAMP CORP.
By /s/ Richatrd 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/ Shane Koonce
Name Shane Koonce
Title Vice President
UNION BANK OF CALIFORNIA, N.A.
By /s/ Daniel Isenberg
Name Daniel J. Isenberg
Title Vice President
BANK OF THE WEST
By /s/ J. Neal Churchill
Name J. Neal Churchill
Title Vice President
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 Ninth Amendment and Consent 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 CORPORATION (successor by
merger to Dataradio Holdings, Inc. and
Dataradio COR Ltd.)
By /s/ Garo Sarkissian
Name: Garo Sarkissian
Title: Vice President
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SCHEDULE 6.2
SUBSIDIARIES
IMMATERIAL
NAME JURISDICTION OF PERCENTAGE SUBSIDIARY
ORGANIZATION OWNERSHIP OWNER (Y/N)
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
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 Corporation Delaware 100% Borrower N
CalAmp DataCom, Inc. Delaware 100% Borrower Y