-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NHZZm2yR6P0jwoysjIme1C10CvaOIMaaZo4weh0ngeDU6b6b0rrqfrh28XSogwdJ 4wGkLVmrtEMIrUA+Fyazyw== 0000730255-08-000012.txt : 20080303 0000730255-08-000012.hdr.sgml : 20080303 20080303131237 ACCESSION NUMBER: 0000730255-08-000012 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20080229 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080303 DATE AS OF CHANGE: 20080303 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CalAmp Corp. CENTRAL INDEX KEY: 0000730255 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 953647070 STATE OF INCORPORATION: DE FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-12182 FILM NUMBER: 08658793 BUSINESS ADDRESS: STREET 1: 1401 N. RICE AVENUE CITY: OXNARD STATE: CA ZIP: 93030 BUSINESS PHONE: 8059879000 MAIL ADDRESS: STREET 1: 1401 N. RICE AVENUE CITY: OXNARD STATE: CA ZIP: 93030 FORMER COMPANY: FORMER CONFORMED NAME: CALIFORNIA AMPLIFIER INC DATE OF NAME CHANGE: 19920703 8-K 1 forrm8k-pr.txt FORM 8-K FEBRUARY 29, 2008 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 29, 2008 ____________________ Exact Name of Registrant as Specified in Its Charter: CALAMP CORP. ___________________________________ DELAWARE 0-12182 95-3647070 _____________________________ ____________ _____________ State or Other Jurisdiction of Commission I.R.S. Employer Incorporation or Organization File Number Identification No. Address of Principal Executive Offices: 1401 N. Rice Avenue Oxnard, CA 93030 _________________________ Registrant's Telephone Number, Including Area Code: (805) 987-9000 _________________________ Former Name or Former Address, if Changed Since Last Report: Not applicable _____________________________ Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 425 under the Exchange Act (17 CFR 240.14.a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ITEM 1.01. Entry into a Material Definitive Agreement On February 29, 2008, CalAmp Corp. (the "Company") entered into the Fourth Amendment and Waiver to the Credit Agreement dated May 26, 2006 (the "Amended Agreement") with Bank of Montreal, as administrative agent, and certain other banks that are parties thereto. Pursuant to the Amended Agreement, the banks agreed to waive the financial covenant violations that existed for the first three quarters of fiscal 2008. The Amended Agreement provides that cash proceeds of $3.8 million from the August 2007 sale of the Company's TelAlert software business that has been held in escrow by the banks will be applied to reduce borrowings under the term loan, which will leave an outstanding principal balance of approximately $27.5 million. The interest rate on the term loan was also increased by 0.5% as a result of this amendment, and giving effect to this change, the term loan now bears interest at 7.1%. Term loan principal payments of $750,000 are due on the last day of each calendar quarter during 2008, and a principal payment of $1,250,000 is due on March 31, 2009. In addition, any collections of the scheduled $140,000 per month on a note receivable from the buyer of the TelAlert software business must be applied to reduce the term loan principal. The Amended Agreement has a termination date of June 30, 2009, at which time all outstanding borrowings under the credit agreement are due and payable. In the event all outstanding obligations under the Amended Agreement are not paid in full by December 31, 2008, an exit fee of $500,000 will be due and payable to the banks on June 30, 2009, except that if the Company receives cash of at least $5,000,000 as a result of issuing equity or subordinated debt by December 31, 2008, then the exit fee will be reduced to $300,000. The Amended Agreement also makes available $1 million for borrowings under a working capital revolving loan. Borrowings under the revolver would bear interest at the Bank of Montreal's prime rate plus 2% or LIBOR plus 3%. The financial covenants with which the Company had been noncompliant were eliminated as a result of this amendment, and were replaced with new covenants that require minimum levels of consolidated earnings before interest, taxes, depreciation and amortization (EBITDA) and Wireless DataCom Division revenues. In addition, the Amended Agreement contains a provision by which an event of default would occur if a certain key customer of the Company's Satellite Division does not grant final authorization/clearance for shipment of new generation products by June 30, 2008. ITEM 9.01. Financial Statements and Exhibits (c) Exhibits 10.1 Fourth Amendment and Waiver to Credit Agreement dated February 29, 2008 between CalAmp Corp., Bank of Montreal and other lenders party thereto. 99.1 Press release of the Registrant dated February 29, 2008 announcing the amendment of the bank credit agreement. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. CALAMP CORP. March 3, 2008 By:/s/ Richard K. Vitelle ___________________ _________________________ Date Richard K. Vitelle, Vice President-Finance (Principal Financial Officer) EX-10 2 exhibit_10-1.txt FOURTH AMENDMENT & WAIVER TO CREDIT AGREEMENT Exhibit 10.1 FOURTH AMENDMENT AND WAIVER TO CREDIT AGREEMENT This Fourth Amendment and Waiver to Credit Agreement (herein, the "Amendment") is entered into as of February 29, 2008, 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 (i) waive certain existing defaults, (ii) make $1,000,000 available to the Borrower for Revolving Loans and Letters of Credit (but such Letters of Credit shall not support or collateralize performance bonds) and terminate the remaining Revolving Credit Commitments such that the Revolving Commitments aggregate $3,375,000 after giving effect to this Amendment, and (iii) make certain other amendments to the Credit Agreement, and the Lenders are willing to so waive and so amend the Credit Agreement, 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 disclosed to the Lenders that it was in default of Sections 8.21(a) (Total Leverage Ratio), 8.21(b) (Net Worth) and 8.21(c) (Fixed Charge Coverage Ratio) of the Credit Agreement as of June 2, 2007, August 31, 2007 and November 30, 2007 (collectively, the "Existing Defaults"). The Borrower hereby requests that the Lenders waive the Existing Defaults, and, subject to the satisfaction of the conditions precedent set forth in Section 3 below, the Lenders hereby waive the Existing Defaults. The waivers set forth herein shall not extend to any matters or time periods other than as set forth above. 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 1.8(a) of the Credit Agreement shall be amended and restated in its entirety to read as follows: Section 1.8. Maturity of Loans. (a) Scheduled Payments of Term Loans. The Borrower shall make principal payments on the Term Loans in installments on the last day of each March, June, September, and December in each year, with the amount of each such principal installment to equal the amount set forth in Column B below shown opposite of the relevant due date as set forth in Column A below: COLUMN A COLUMN B SCHEDULED PRINCIPAL PAYMENT DATE PAYMENT ON TERM LOANS 03/31/08 $750,000 06/30/08 $750,000 09/30/08 $750,000 12/31/08 $750,000 03/31/09 $1,250,000 , it being agreed that the final payment of both principal and interest not previously paid on the Term Loans shall be due and payable on June 30, 2009 (the "Term Loan Maturity Date"). Each such principal payment shall be applied to the Lenders holding the Term Loans pro rata based upon their Term Loan Percentages. 2.2. Section 1.9 (Prepayments) of the Credit Agreement shall be amended and restated in its entirety to read as follows: (c) Any amount of Revolving Loans paid or prepaid before the Revolving Credit Termination Date may, subject to the terms and conditions of this Agreement, be borrowed, repaid and borrowed again. No amount of the Term Loans paid or prepaid may be reborrowed, and, in the case of any partial prepayment, such prepayment shall be applied to the remaining amortization payments on the Term Loans in inverse order of maturity; provided however, that the mandatory prepayments made by virtue of the first three payments received on account of the MIR3, Inc. note shall be applied to the principal installment due March 31, 2008. For further clarity, all subsequent payments on the MIR3, Inc. note shall be applied to the remaining amortization payments on the Term Loan in inverse order of maturity. 2.3. Section 2.1 of the Credit Agreement shall be amended by adding new subsections (d), (e) and (f) to read as follows: (d) Exit Fee. The Borrower shall pay to the Administrative Agent for the ratable account of the Lenders in accordance with their respective Percentages an exit fee of $500,000 which shall be fully earned on the Fourth Amendment Effective Date and shall be due and payable on the Revolving Credit Termination Date; provided, however, (i) if the Obligations are paid in full on or before December 31, 2008, such fee shall be forgiven, and (ii) if the Borrower receives at least $5,000,000 of new cash equity or cash proceeds of Subordinated Debt on or before December 31, 2008, then such fee shall be reduced to $300,000. (e) Default Interest Prior to Fourth Amendment Effective Date. The amount of interest accrued by virtue of the imposition of the default rate of interest pursuant to Section 1.10 hereof through the Fourth Amendment Effective Date was $204,086 (the "Default Interest Amount"). The Borrower acknowledges and agrees that the Default Interest Amount is justly and truly owing by the Borrower without defense, offset or counterclaim and is due and payable on the Revolving Credit Termination Date; provided, however (i) if the Obligations are paid in full on or before December 31, 2008, the Default Interest Amount shall be forgiven, and (ii) if the Borrower receives at least $5,000,000 of new cash equity or cash proceeds of Subordinated Debt on or before December 31, 2008, then the Default Interest Amount shall be reduced to by 40%. (f) Audit Fees. The Borrower shall pay to the Administrative Agent for its own use and benefit charges for audits of the Collateral performed by the Administrative Agent or its agents or representatives in such amounts as the Administrative Agent may from time to time request (the Administrative Agent acknowledging and agreeing that such charges shall be computed in the same manner as it at the time customarily uses for the assessment of charges for similar collateral audits); provided, however, that in the absence of any Default and Event of Default, the Borrower shall not be required to pay the Administrative Agent for more than two (2) such audits per calendar year. 2.4. The definition of "Applicable Margin" appearing in Section 5.1 of the Credit Agreement shall be amended by replacing the table therein with the following: APPLICABLE APPLICABLE APPLICABLE APPLICABLE MARGIN FOR MARGIN FOR MARGIN FOR MARGIN FOR BASE RATE EURODOLLAR BASE RATE EURODOLLAR LOANS UNDER LOANS UNDER LOANS UNDER LOANS UNDER TERM CREDIT AND TERM CREDIT REVOLVING REVOLVING TOTAL REIMBURSEMENT AND LETTER OF CREDIT AND CREDIT AND LEVERAGE OBLIGATIONS CREDIT FEE REIMBURSEMENT LETTER RATIO FOR EXISTING FOR EXISTING OBLIGATIONS OF CREDIT APPLICABLE FOR SUCH LETTERS OF LETTERS OF FOR NEW FEE FOR NEW MARGIN FOR PRICING CREDIT CREDIT LETTERS LETTERS COMMITMENT LEVEL DATE SHALL BE: SHALL BE: OF CREDIT OF CREDIT FEE SHALL BE: I Greater than 0.750% 1.750% 2.00% 3.00% 0.250% or equal to 2.25 to 1.0 II Less than 0.625% 1.625% 2.00% 3.00% 0.225% 2.25 to 1.0, but greater than or equal to 1.75 to 1.0 III Less than 1.75 0.500% 1.500% 2.00% 3.00% 0.200% to 1.0, but greater than or equal to 1.25 to 1.0 IV Less than 0.500% 1.375% 2.00% 3.00% 0.175% 1.25 to 1.0, but greater than or equal to 1.00 to 1.0 V Less than 1.00 0.500% 1.250% 2.00% 3.00% 0.150% to 1.0
2.5. The definition of Revolving Credit Commitment shall be amended by restating the last sentence thereof to read as follows: The Borrower and the Lenders acknowledge and agree that the Revolving Credit Commitments of the Lenders aggregate $3,375,000 on the Fourth Amendment Effective Date. 2.6. The definition of Revolving Credit Termination Date appearing in Section 5.1 shall be amended and restated in its entirety to read as follows: "Revolving Credit Termination Date" means June 30, 2009, or such earlier date on which the Revolving Credit Commitments are terminated in whole pursuant to Section 1.13, 9.2 or 9.3 hereof. 2.7. Section 5.1 of the Credit Agreement shall be amended by adding the following new definitions in appropriate alphabetical sequence: "Existing Letters of Credit" means those Letters of Credit identified on Schedule 5.1 attached hereto and made a part hereof. "Fourth Amendment Effective Date" means the date upon which all of the conditions precedent to the effectiveness of the Fourth Amendment and Waiver to this Agreement have been satisfied or waived to the satisfaction of the Administrative Agent. 2.8. Section 6.4 of the Credit Agreement (Use of Proceeds; Margin Stock) shall be amended by adding a proviso at the end hereof to read as follows: "; provided, however, that the Revolving Credit may not be used to support or collateralize any performance bonds." 2.9. Section 8.5 of the Credit Agreement shall be amended by (i) replacing clause (k) to read as set forth below, (ii) replacing the period at the end of clause (n) with "; and", and (iii) adding a new clause (o) to read as set forth below: (k) No later than Monday of each week (beginning August 20, 2007), the Borrower shall provide to the Administrative Agent and the Lenders a cash balance report (reflecting actual cash receipts and cash disbursements of the Borrower and its Subsidiaries from the prior week, projected cash receipts and cash disbursements of the Borrower and its Subsidiaries for such week and a 13-week cash balance forecast showing projected cash receipts and cash disbursements of the Borrower and its Subsidiaries over the following 13-week period, together with a reconciliation of actual cash receipts and cash disbursements of the Borrower and its Subsidiaries from the prior week against the cash balance forecast previously furnished to the Administrative Agent and the Lenders and showing any deviations on a cumulative basis), prepared by the Borrower and in form and substance, and with such detail, as the Administrative Agent may request; (o) No later than 20 calendar days after the last day of each fiscal month, the Borrower shall provide to the Administrative Agent and the Lenders (i) a report of revenues for such fiscal month broken out by division and otherwise in form and substance satisfactory to the Administrative Agent, (ii) an accounts receivable aging list for the ten (10) largest Receivables at such time and (iii) a copy of the consolidating balance sheet of the Borrower and its Subsidiaries as of the last day of such fiscal month and the consolidating statement of income of the Borrower and its Subsidiaries for such fiscal month and for the year-to-date period then ended showing results of operations for each business unit, each in reasonable detail and each accompanied by comparative figures for the corresponding date and period in the previous fiscal year, prepared by the Borrower in accordance with GAAP (subject to the absence of footnote disclosures and year-end audit adjustments) and certified to by its chief financial officer or another officer of the Borrower acceptable to the Administrative Agent, and showing variance of such actual results of operations from the most recent forecast delivered to the Administrative Agent." 2.10. Section 8.21 (Financial Covenants) shall be amended and restated in its entirety to read as follows: Section 8.21. Financial Covenants. (a) Total Leverage Ratio. Reserved. (b) Tangible Net Worth. Reserved (c) Fixed Charge Coverage Ratio. Reserved. (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: EBITDA SHALL PERIOD NOT BE LESS THAN: 3 Months ending 5/31/2008 ($604,000) 6 Months ending 8/30/2008 $801,000 9 Months ending 11/29/2008 $2,918,000 12 Months ending 2/28/2009 $6,020,000 12 Months ending 5/30/2009 $10,026,000 (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 two (2) months to be less than: SALES OF WIRELESS DIVISION SHALL FISCAL MONTH ENDING NOT BE LESS THAN: 4/26/2008 $9,616,000 5/31/2008 $10,646,000 6/28/2008 $11,418,000 7/26/2008 $12,030,000 8/30/2008 $13,144,000 9/27/2008 $13,159,000 10/25/2008 $12,949,000 11/29/2008 $13,217,000 12/27/2008 $12,525,000 1/24/2009 $12,507,000 2/28/2009 $13,597,000 3/28/2009 $13,086,000 4/25/2009 $12,930,000 5/30/2009 $14,061,000 2.11. Section 9 of the Credit Agreement shall be amended by deleting the period at the end of clause (k) and replacing it with "; or" and adding a new clause (l) to read as follows: (l) Echostar extends the final authorization/clearance for shipment of new generation hardware (e.g., DPP Triple) by the Borrower beyond June 30, 2008. 2.12. Schedule 1 to the Credit Agreement shall be amended in its entirety to read as set forth on Schedule 1 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 Administrative Agent and the Lenders shall have executed and delivered this Amendment. 3.2. The Administrative Agent shall have received and approved a quarterly forecast for the Borrower and its Subsidiaries through August 31, 2009. 3.3. 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. 3.4. Legal matters incident to the execution and delivery of this Amendment shall be satisfactory to the Administrative Agent and its counsel. 3.5. The Guarantors shall have executed their reaffirmation, acknowledgment, and consent in the space provided for that purpose below. 3.6. The Borrower shall have paid any invoices for professional services rendered on behalf of the Administrative Agent, including legal fees. 3.7. $3,778,078 (plus accrued interest thereon) held in an escrow account by the Administrative Agent from proceeds of the TelAlert sale shall be applied to the several installments of the Term Loans in inverse order of maturity, except that to the extent the escrow account includes amounts collected by Borrower on the MIR3 note, such amounts will be applied to the Term Loan principal payment due on March 31, 2008. 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 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] This Fourth Amendment and Waiver to Credit Agreement is entered into as of the date and year first above written. "BORROWER" CALAMP CORP. By /s/ Richard 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/ Geoffrey R. McConnell _______________________________ Name: Geoffrey R. McConnell Title: Managing Director UNION BANK OF CALIFORNIA, N.A. By /s/ Daniel J. Isenberg __________________________ Name: Daniel J. Isenberg Title: Vice President BANK OF THE WEST By /s/ Carrie Lee __________________________ Name: Carrie Lee 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 Fourth Amendment and Waiver 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/ Sheri Davis __________________________ Name: Sheri Davis Title: President CALAMP SOLUTIONS, INC. By /s/ Sheri Davis __________________________ Name: Sheri Davis Title: President DATARADIO HOLDINGS, INC. By /s/ Garo Sarkissian __________________________ Name: Garo Sarkissian Title: President DATARADIO CORPORATION By /s/ Michael Burdiek __________________________ Name: Michael Burdiek Title: President DATARADIO COR LTD. By /s/ Richard Vitelle __________________________ Name: Richard Vitelle Title: Treasurer SCHEDULE 1 COMMITMENTS TERM LOAN BALANCE AS OF THE FOURTH AMENDMENT REVOLVING CREDIT NAME OF LENDER EFFECTIVE DATE COMMITMENT Bank of Montreal, Chicago Branch $20,876,190.48 $2,250,000.00 Union Bank of California, N.A. $5,219,047.62 $562,500.00 Bank of the West $5,219,047.62 $562,500.00 TOTAL $31,314,285.72 $3,375,000.00 ============== ============= SCHEDULE 5.1 EXISTING LETTERS OF CREDIT L/C # AMOUNT EXPIRY DATE BENEFICIARY BMCH154978OS $1,375,000 10/31/08 Travelers Indemnity Company BMCH166063OS $1,000,000 2/29/08 Evercom International Limited EX-99 3 exhibit_99-1.txt PRESS RELEASE DATED FEBRUARY 29, 2008 Exhibit 99.1 NEWS BULLETIN FROM: CAL AMP FOR IMMEDIATE RELEASE CalAmp Announces Amendment to Bank Credit Agreement OXNARD, Calif., February 29, 2008--CalAmp Corp. (NASDAQ: CAMP), a leading provider of wireless products, services and solutions, today announced the amendment of its credit agreement with the Bank of Montreal and other financial institutions. As previously disclosed, the net loss CalAmp reported in its first quarter of fiscal 2008 for the period ended May 31, 2007 caused the Company to become noncompliant with the financial covenants under the original bank credit agreement, which was comprised of a term loan and a $10 million working capital revolver. As a result, CalAmp has been restricted from borrowings under the working capital revolver pending receipt of a waiver from the lenders and/or an amendment of the original credit agreement. Under the terms of the amended credit agreement announced today, the lenders have agreed to waive the financial covenant violations that existed for the first three quarters of fiscal 2008. In addition, financial covenants contained in the original credit agreement, including a fixed charge coverage ratio, a leverage ratio and minimum net worth requirement, have been eliminated and replaced with new covenants that require minimum levels of consolidated EBITDA and Wireless DataCom Division revenues. The amendment also makes available new borrowings of up to $1 million under the working capital revolver, while cash proceeds of $3.5 million from the August 2007 sale of CalAmp's TelAlert software business previously held in escrow, will be applied to principal of the term loan. The remaining balance of the term loan is approximately $27.5 million after giving effect to the application of the funds in escrow. The credit agreement as amended will have a maturity date of June 30, 2009, with financial incentives to repay all borrowings by December 31, 2008. The reader is referred to a Form 8-K that will be filed shortly with the Securities and Exchange Commission for a more complete description of the terms and conditions of this credit agreement amendment. "Completing this amendment to our credit agreement improves our near-term financial and operational flexibility as we execute our strategy to return CalAmp to profitability," said Rick Vitelle, CalAmp's Chief Financial Officer. About CalAmp Corp. CalAmp is a leading provider of wireless communications products that enable anytime/anywhere access to critical information, data and entertainment content. With comprehensive capabilities ranging from product design and development through volume production, CalAmp delivers cost-effective high quality solutions to a broad array of customers and end markets. CalAmp is a supplier of Direct Broadcast Satellite (DBS) outdoor customer premise equipment to the U.S. satellite television market. The Company also provides wireless data communication solutions for the telemetry and asset tracking markets, private wireless networks, public safety communications and critical infrastructure and process control applications. For additional information, please visit the Company's website at www.calamp.com. Forward-Looking Statement Statements in this press release that are not historical in nature are forward-looking statements that involve known and unknown risks and uncertainties. Words such as "may", "will", "expect", "intend", "plan", "believe", "seek", "could", "estimate", "judgment", "targeting", "should", "anticipate", "goal" and variations of these words and similar expressions, are intended to identify forward-looking statements. Actual results could differ materially from those implied by such forward-looking statements. Although CalAmp believes the expectations reflected in such forward-looking statements are based upon reasonable assumptions, it can give no assurance that its expectations will be attained. CalAmp undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. AT THE COMPANY: AT FINANCIAL RELATIONS BOARD: Rick Vitelle Lasse Glassen Chief Financial Officer General Information (805) 987-9000 (213) 486-6546 lglassen@frbir.com -----END PRIVACY-ENHANCED MESSAGE-----