Exhibit 10.9
EIGHTH AMENDMENT AND WAIVER TO CREDIT AGREEMENT
This Eighth Amendment and Waiver to
Credit Agreement (herein, the
"Amendment") is entered into as of May 1, 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 waive certain Events
of Default 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. WAIVER.
The Borrower has advised the Lenders
that it was not in compliance with
(i) the Minimum EBITDA covenant set forth in Section 8.21 of the
Credit
Agreement for the 12-month period ended February 28, 2009 (the
"Minimum
EBITDA Default") and (ii) the Minimum Sales of Wireless DataCom
Division
covenant set forth in Section 8.21 of the Credit Agreement for the
3-month
periods ended March 28, 2009 and April 25, 2009 (the "Minimum
Sales
Default"); each such event of non-compliance constitutes an Event
of Default
under Section 9.1 of the Credit Agreement (the Minimum EBITDA
Default and the
Minimum Sales Default are referred to collectively as the
"Existing
Defaults"). The Borrowers have requested that the Lenders
waive the Minimum
EBITDA Default for the period ended February 28, 2009 and the
Minimum Sales
Default for the periods ended March 28, 2009 and April 25, 2009,
and by
signing below, the Lenders agree to waive the Existing Defaults for
such
periods and only for such periods.
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. Section 8.21(d) (Minimum
EBITDA) shall be amended and restated in
its entirety to read as follows:
(d) Minimum EBITDA. The
Borrower shall not, as of the last day of
each period set forth below, permit EBITDA for such period to be
less than:
PERIOD
EBITDA SHALL
NOT BE LESS THAN:
12 Months ending
5/30/2009
($5,449,000)
12 Months ending
8/29/2009
($6,196,000)
12 Months ending
11/28/2009
($3,542,000)
2.2. Section 8.21(e) of the
Credit Agreement (Minimum Sales of
Wireless DataCom Division) shall be amended and restated in its
entirety to
read as follows:
(e) Minimum Sales of Wireless
DataCom Division. As of the last day of
each fiscal month set forth below, the Borrower shall not permit
sales of the
Wireless DataCom Division for the past three (3) fiscal months to
be less
than:
SALES OF WIRELESS DIVISION SHALL
FISCAL MONTH
ENDING
NOT BE LESS THAN:
5/30/2009
$11,226,000
6/27/2009
$11,594,000
7/25/2009
$12,566,000
8/29/2009
$13,173,000
9/26/2009
$13,842,000
10/24/2009
$14,255,000
11/28/2009
$14,761,000
12/26/2009
$15,328,000
SECTION 3. CONDITIONS PRECEDENT.
The effectiveness of this Amendment
is subject to the satisfaction of
all of the following conditions precedent:
3.1.
