Amendment to Loan Documents
Exhibit 10.1
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:
|
0000 X. Xxxx Xxxxxx | |
| Xxxxxx, Xxxxxxxxxx 00000 | ||
Date:
|
December 22, 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:
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 |
Amendment to Loan Agreement
is hereby amended to read as follows:
| Six Months Ending | Minimum EBITDA | |||
11/27/2010 |
$ | 1,500,000 | ||
12/25/2010 |
$ | 1,500,000 | ||
1/22/2011 |
$ | 1,500,000 | ||
2/26/2011 |
$ | 1,500,000 | ||
3/26/2011 |
$ | 1,500,000 | ||
4/23/2011 |
$ | 1,500,000 | ||
5/28/2011 |
$ | 1,500,000 | ||
6/25/2011 |
$ | 1,500,000 | ||
7/23/2011 |
$ | 1,500,000 | ||
8/27/2011 |
$ | 2,000,000 | ||
9/24/2011 |
$ | 2,000,000 | ||
10/22/2011 |
$ | 2,000,000 | ||
11/26/2011 |
$ | 2,000,000 | ||
12/24/2011 |
$ | 2,000,000 | ||
1/21/2012 |
$ | 2,000,000 | ||
2/25/2012 |
$ | 2,000,000 | ||
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.
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Amendment to Loan Agreement
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 9.20 of the Loan Agreement, 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.
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/ Xxxxxxx Xxxxxxx | By: | /s/ Xxxxxxx Xxxxxxx | |||||||
| Name: Xxxxxxx Xxxxxxx | Name: Xxxxxxx Xxxxxxx | |||||||||
| Title: VP Finance & CFO | Title: Treasurer | |||||||||
| CalAmp Wireless Networks Corporation | ||||||||||
By:
|
/s/ Xxxxxxx Xxxxxxx
|
|||||||||
| Title: Treasurer | ||||||||||
| Lender: | ||||||||||
| Square 1 Bank | ||||||||||
By:
|
/s/ Xxxx Xxxxxxx
|
|||||||||
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