EXHIBIT 10.1
TENTH AMENDMENT AND WAIVER TO CREDIT AGREEMENT
This Tenth Amendment and Waiver to
Credit Agreement (herein, the
"Amendment") is entered into as of October 5, 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
the Minimum EBITDA covenant set forth in Section 8.21 of the Credit
Agreement
for the 12-month period ended August 29, 2009 and (ii) the Minimum
Sales of
Wireless DataCom Division covenant set forth in Section 8.21 of the
Credit
Agreement for the 3-month period ended September 26, 2009; each
such event of
non-compliance constitutes an Event of Default under Section 9.1 of
the
Credit Agreement (the "Existing Defaults"). The Borrower has
requested that
the Lenders waive the Existing Defaults for the period ended August
29, 2009
and September 26, 2009, respectively, 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. The definition of "Base Rate"
set forth in Section 1.4(a) of the
Credit Agreement shall be amended and restated to read in its
entirety as
follows:
"Base Rate" means, for any day, the
rate per annum equal to the
greatest of: (a) the rate of interest announced or otherwise
established by
the Administrative Agent from time to time as its prime commercial
rate, or
its equivalent, for U.S. Dollar loans to borrowers located in the
United
States as in effect on such day, with any change in the Base Rate
resulting
from a change in said prime commercial rate to be effective as of
the date of
the relevant change in said prime commercial rate (it being
acknowledged and
agreed that such rate may not be the Administrative Agent's best or
lowest
rate), (b) the sum of (i) the rate determined by the Administrative
Agent to
be the average (rounded upward, if necessary, to the next higher
1/100 of 1%)
of the rates per annum quoted to the Administrative Agent at
approximately
10:00 a.m. (Chicago time) (or as soon thereafter as is practicable)
on such
day (or, if such day is not a Business Day, on the immediately
preceding
Business Day) by two or more Federal funds brokers selected by
the
Administrative Agent for sale to the Administrative Agent at face
value of
Federal funds in the secondary market in an amount equal or
comparable to the
principal amount for which such rate is being determined, plus (ii)
1/2 of
1%, (c) the LIBOR Quoted Rate for such day plus 1.00% and (d)
3.00%. As used
herein, the term "LIBOR Quoted Rate" means, for any day, the rate
per annum
equal to the quotient of (i) the rate per annum (rounded upwards,
if
necessary, to the next higher one hundred-thousandth of a
percentage point)
for deposits in U.S. Dollars for a one-month interest period which
appears on
the LIBOR01 Page as of 11:00 a.m. (London, England time) on such
day (or, if
such day is not a Business Day, on the immediately preceding
Business Day)
divided by (ii) one (1) minus the Eurodollar Reserve
Percentage.
2.2. The definitions of "Eurodollar
Reserve Percentage" and "LIBOR" set
forth in Section 1.4(b) of the Credit Agreement shall be amended
and restated
in their entirety to read as follows:
"Eurodollar Reserve Percentage" means the maximum reserve
percentage,
expressed as a decimal, at which reserves (including, without
limitation, any
emergency, marginal, special, and supplemental reserves) are
imposed by the
Board of Governors of the Federal Reserve System (or any successor)
on
"eurocurrency liabilities", as defined in such Board's Regulation D
(or any
successor thereto), subject to any amendments of such reserve
requirement by
such Board or its successor, taking into account any transitional
adjustments
thereto. For purposes of this definition, the relevant Loans
shall be deemed
to be "eurocurrency liabilities" as defined in Regulation D without
benefit
or credit for any prorations, exemptions or offsets under
Regulation D. The
Eurodollar Reserve Percentage shall be adjusted automatically on
and as of
the effective date of any change in any such reserve
percentage.
"LIBOR" means, for an Interest Period for a Borrowing of
Eurodollar Loans,
the greater of (x) 2.00% and (y) (a) the LIBOR Index Rate for such
Interest
Period, if such rate is available, and (b) if the LIBOR Index Rate
cannot be
determined, the arithmetic average of the rates of interest per
annum
(rounded upwards, if necessary, to the nearest 1/100 of 1%) at
which deposits
in U.S. Dollars in immediately available funds are offered to
the
Administrative Agent at 11:00 a.m. (London, England time) 2
Business Days
before the beginning of such Interest Period by 3 or more major
banks in the
interbank eurodollar market selected by the Administrative Agent
for delivery
on the first day of and for a period equal to such Interest Period
and in an
amount equal or comparable to the principal amount of the
Eurodollar Loan
scheduled to be made by the Administrative Agent as part of such
Borrowing.
2.3.
The
