Attached files

file filename
10-K - FORM 10-K - CalAmp Corp.c00406e10vk.htm
EX-21 - EXHIBIT 21 - CalAmp Corp.c00406exv21.htm
EX-32 - EXHIBIT 32 - CalAmp Corp.c00406exv32.htm
EX-23.1 - EXHIBIT 23.1 - CalAmp Corp.c00406exv23w1.htm
EX-31.1 - EXHIBIT 31.1 - CalAmp Corp.c00406exv31w1.htm
EX-31.2 - EXHIBIT 31.2 - CalAmp Corp.c00406exv31w2.htm
EX-23.2 - EXHIBIT 23.2 - CalAmp Corp.c00406exv23w2.htm
Exhibit 10.7
(SQUARE 1 BANK LOGO)
Amendment to Loan Documents
     
Borrowers:
  CalAmp Corp., a Delaware corporation
CalAmp Products, Inc., a Delaware corporation
CalAmp Wireless Networks Corporation (formerly Dataradio Corporation), a
Delaware corporation
 
   
Address:
  1401 N. Rice Avenue
Oxnard, California 93030
 
   
Date:
  March 24, 2010
THIS AMENDMENT TO LOAN DOCUMENTS is entered into between SQUARE 1 BANK (“Lender”) and the borrower named above (“Borrower”).
The Parties agree to amend the Loan and Security Agreement between them, dated December 22, 2009 (as amended, the “Loan Agreement”), as follows, effective as of the date hereof. (Capitalized terms used but not defined in this Amendment, shall have the meanings set forth in the Loan Agreement.)
1. Financial Covenant. The portion of Section 5 of the Schedule to the Loan Agreement, which presently reads as follows:
“5. Financial Covenants (Section 5.1): Parent shall maintain EBITDA of not less than the following amounts during the following periods:
         
Period   Minimum EBITDA  
One month ended 12/26/09
  $ (198,000 )
Two months ended 1/23/10
  $ 135,000  
Three months ended 2/27/10
  $ 634,000  
Four months ended 3/27/10
  $ 1,111,000  

 

 


 

Amendment to Loan Agreement
         
Period   Minimum EBITDA  
Five months ended 4/24/10
  $ 1,521,000  
Six months ended 5/29/10
  $ 1,809,000  
Six months ended 6/26/10
  $ 1,990,000  
Six months ended 7/24/10
  $ 2,156,000  
Six months ended 8/28/10
  $ 2,316,000  
Six months ended 9/25/10
  $ 2,570,000  
Six months ended 10/23/10
  $ 2,907,000  
Six months ended 11/27/10
  $ 3,552,000  
Six months ended 12/25/10
  $ 3,817,000  
Six months ended 1/22/11
  $ 4,085,000  
Six months ended 2/26/11
  $ 4,407,000”  
is hereby amended to read as follows:
“5. Financial Covenants (Section 5.1): Parent shall maintain EBITDA of not less than the following amounts during the following periods (“( )” denotes negative numbers):
         
Period   Minimum EBITDA  
One month ended 12/26/09
  $ (198,000 )
Two months ended 1/23/10
  $ 135,000  
Three months ended 2/27/10
  $ (148,000 )
Four months ended 3/27/10
  $ (346,000 )
Five months ended 4/24/10
  $ (699,000 )
Six months ended 5/29/10
  $ (1,478,000 )
Six months ended 6/26/10
  $ (1,682,000 )
Six months ended 7/24/10
  $ (1,516,000 )
Six months ended 8/28/10
  $ (1,488,000 )
Six months ended 9/25/10
  $ (465,000 )
Six months ended 10/23/10
  $ 605,000  
Six months ended 11/27/10
  $ 1,681,000  
Six months ended 12/25/10
  $ 2,640,000  
Six months ended 1/22/11
  $ 3,379,000  
Six months ended 2/26/11
  $ 3,913,000”  

 

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Amendment to Loan Agreement
2. Representations True. Borrower represents and warrants to Lender that all representations and warranties set forth in the Loan Agreement, as amended hereby, are true and correct.
3. General Release. In consideration for Lender entering into this Amendment, Borrower hereby irrevocably releases and forever discharges Lender, and its successors, assigns, agents, shareholders, directors, officers, employees, agents, attorneys, parent corporations, subsidiary corporations, affiliated corporations, affiliates, participants, and each of them (collectively, the “Releasees”), from any and all claims, debts, liabilities, demands, obligations, costs, expenses, actions and causes of action, of every nature and description, known and unknown, which Borrower now has or at any time may hold, by reason of any matter, cause or thing occurred, done, omitted or suffered to be done prior to the date of this Amendment (collectively, the “Released Claims”). Borrower hereby irrevocably waives the benefits of any and all statutes and rules of law to the extent the same provide in substance that a general release does not extend to claims which the creditor does not know or suspect to exist in its favor at the time of executing the release, and Borrower irrevocably waives any benefits it may have under California Civil Code Section 1542 which provides: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor. Borrower represents and warrants that it has not assigned to any other Person any Released Claim, and agrees to indemnify Lender against any and all actions, demands, obligations, causes of action, decrees, awards, claims, liabilities, losses and costs, including but not limited to reasonable attorneys’ fees of counsel of Lender’s choice and costs, which Lender may sustain or incur as a result of a breach or purported breach of the foregoing representation and warranty.
4. Governing Law; Jurisdiction; Venue. This Amendment and all acts, transactions, disputes and controversies arising hereunder or relating hereto, and all rights and obligations of the parties shall be governed by, and construed in accordance with, the internal laws (and not the conflict of laws rules) of the State of California. All disputes, controversies, claims, actions and other proceedings involving, directly or indirectly, any matter in any way arising out of, related to, or connected with, this Amendment or the relationship between Borrower and Lender, and any and all other claims of Borrower against Lender of any kind, shall be brought only in a court located in Los Angeles County, California, and each party consents to the jurisdiction of any such court and the referee referred to in Section 9.21 below, and waives any and all rights the party may have to object to the jurisdiction of any such court, or to transfer or change the venue of any such action or proceeding, including, without limitation, any objection to venue or request for change in venue based on the doctrine of forum non conveniens; provided that, notwithstanding the foregoing, nothing herein shall limit the right of Lender to bring proceedings against Borrower in the courts of any other jurisdiction. Borrower consents to service of process in any action or proceeding brought against it by Lender, by personal delivery, or by mail addressed as set forth in the Loan Agreement or by any other method permitted by law.

 

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Amendment to Loan Agreement
5. Dispute Resolution. The provisions of Section 9.20 of the Loan Agreement relating to dispute resolution shall apply to this Amendment, and the terms thereof are incorporated herein by this reference.
6. General Provisions. This Amendment, the Loan Agreement, any prior written amendments to the Loan Agreement signed by Lender and Borrower, and the other written documents and agreements between Lender and Borrower set forth in full all of the representations and agreements of the parties with respect to the subject matter hereof and supersede all prior discussions, representations, agreements and understandings between the parties with respect to the subject hereof. Except as herein expressly amended, all of the terms and provisions of the Loan Agreement, and all other documents and agreements between Lender and Borrower shall continue in full force and effect and the same are hereby ratified and confirmed.
7. Mutual Waiver of Jury Trial. LENDER AND BORROWER EACH ACKNOWLEDGE THAT THE RIGHT TO TRIAL BY JURY IS A CONSTITUTIONAL RIGHT, BUT THAT IT MAY BE WAIVED. EACH OF THE PARTIES, AFTER CONSULTING OR HAVING HAD THE OPPORTUNITY TO CONSULT, WITH COUNSEL OF THEIR CHOICE, KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LITIGATION BASED UPON OR ARISING OUT OF THIS AMENDMENT OR ANY RELATED INSTRUMENT OR LOAN DOCUMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED BY THIS AMENDMENT OR ANY COURSE OF CONDUCT, DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN), ACTION OR INACTION OF ANY OF THEM. THESE PROVISIONS SHALL NOT BE DEEMED TO HAVE BEEN MODIFIED IN ANY RESPECT OR RELINQUISHED BY LENDER OR BORROWER, EXCEPT BY A WRITTEN INSTRUMENT EXECUTED BY EACH OF THEM. IF FOR ANY REASON THE PROVISIONS OF THIS SECTION ARE VOID, INVALID OR UNENFORCEABLE, THE SAME SHALL NOT AFFECT ANY OTHER TERM OR PROVISION OF THIS AMENDMENT, AND ALL OTHER TERMS AND PROVISIONS OF THIS AMENDMENT SHALL BE UNAFFECTED BY THE SAME AND CONTINUE IN FULL FORCE AND EFFCT.
[Signatures on Next Page]

 

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Amendment to Loan Agreement
Borrowers:
                     
CalAmp Corp.       CalAmp Products, Inc.    
 
                   
By
  /s/ Richard Vitelle
 
Name Richard Vitelle
      By   /s/ Richard Vitelle
 
Name Richard Vitelle
   
 
  Title   VP Finance and CFO           Title   VP Finance and CFO    
 
                   
CalAmp Wireless Networks Corporation                
 
                   
By
  /s/ Richard Vitelle
 
Name Richard Vitelle
               
 
  Title   VP Finance and CFO                
 
                   
Lender:                
 
                   
Square 1 Bank                
 
                   
By
  /s/ Chris Stoecker
 
Title VP
               

 

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