Exhibit 10-2
January 15, 2009
CalAmp Corp.
▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇.
Oxnard, California 93030
Attention: Chief Financial Officer
Re: WAIVER LETTER
Ladies and Gentlemen:
Reference is hereby made to that certain Credit Agreement dated as of
May 26, 2006, as amended, by and among CalAmp Corp. (the "Borrower"), certain
subsidiaries of the Borrower, as Guarantors, the financial institutions party
thereto as Lenders, and Bank of Montreal, as Administrative Agent (the
"Credit Agreement"). Capitalized terms used herein without definition shall
have the same meanings herein as such terms have in the Credit Agreement.
The Borrower has disclosed to the Lenders that it was in default of
Section 8.21(e) (Minimum Sales of the Wireless Datacom Division) of the
Credit Agreement as of December 27, 2008 (the "Existing Default"). The
Borrower hereby requests that the Required Lenders waive the Existing
Default, and, subject to the satisfaction of the conditions precedent set
forth below, the Required Lenders hereby waive the Existing Default. The
waivers set forth herein shall not extend to any matters or time periods
other than as set forth above.
Except as specifically waived hereby, all of the terms and conditions
of the Credit Agreement stand and remain in full force and effect. This
waiver letter shall be effective upon (i)the execution and delivery hereof by
the Required ▇▇▇▇▇▇▇ and the Borrower and (ii)the satisfaction of all of the
conditions precedent to that certain Sixth Amendment to Credit Agreement
among the Borrower, the Administrative Agent and the Lenders. This waiver
letter may be executed in any number of counterparts, and by different
parties on separate counterpart signature pages, each of which shall
constitute an original and all of which taken together shall constitute one
and the same instrument. Delivery of a counterpart hereof by facsimile
transmission or by e-mail transmission of an Adobe portable document format
file (also known as a "PDF" file) shall be effective as delivery of a
manually executed counterpart hereof. This waiver letter shall be governed
by, and construed in accordance with, the laws of the State of New York.
This waiver letter is entered into between us as of the date and year first
above written.
BANK OF MONTREAL
By /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Name ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title Managing Director
UNION BANK OF CALIFORNIA, N.A.
By /s/ ▇▇▇▇▇▇ ▇▇▇
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Name ▇▇▇▇▇▇ ▇▇▇
Title Vice President
BANK OF THE WEST
By
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Name
Title
This waiver letter is acknowledged and agreed to as of the date and
year first above written.
CALAMP CORP.
By /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Name ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title VP Finance & CFO