Exhibit 10.29


 


	
   

  	
  [COMMERCIAL BANKING LOGO]

  
	
   

  	
  Calgary Commercial Banking Centre

  
	
   

  	
  Calgary Place, Tower 2, 4th Floor

  
	
   

  	
  355 4 Ave. S.W.

  
	
   

  	
  Calgary, Alberta

  
	
   

  	
  T2P 0H9

  
	
   

  	
  Telephone No.: (403) 292-1038

  
	
   

  	
  Fax No. : (403) 292-1317

  



 


June 5, 2002


 


Novatel Inc.


1120 - 68th Ave. N.E.


Calgary, AB T2E 8S5


CAN


 


Attn: Werner Gartner EVP & CFO.


 


Dear Sir:


 


We are pleased to offer the Borrower the following credit facilities
(the “Facilities”), subject to the terms and conditions outlined below.


 


	
  BORROWER

  	
   

  	
  Novatel Inc. (the
  “Borrower”)

  
	
   

  	
   

  	
   

  
	
  LENDER

  	
   

  	
  The Toronto-Dominion Bank
  (the “Bank”), through its 4th Floor, 355 - 4 Avenue S.W. branch, in Calgary,
  AB T2P 0H9.

  
	
   

  	
   

  	
   

  
	
  CREDIT LIMIT

  	
   

  	
  1)

  	
  CDN$650,000 (and/or L/C’s and/or L/G’s up
  to a Maximum of CDN$650,000 or its US$ Equivalent)

  	 

	
   

  	
   

  	
   

  	
   

  	 

	
  TYPE OF CREDIT AND BORROWING OPTIONS

  	
   

  	
  1)

  	
  Operating Loan available at the borrower’s option by way of:

  	 

	
   

  	
   

  	
   

  	
  •

  	
  Prime Rate Based Loans in CDN$ (“Prime Based Loans”)

  	 

	
   

  	
   

  	
   

  	
   

  	
   

  	 

	
  PURPOSE

  	
   

  	
  The Borrower will use the Facility to fund working Capital.

  
	
   

  	
   

  	
   

  
	
  TENOR

  	
   

  	
  1)

  	
  Uncommitted

  	 

	
   

  	
   

  	
   

  	
   

  	 

	
  TERM

  	
   

  	
  1)

  	
  No Term

  	 

	
   

  	
   

  	
   

  	
   

  	 

	
  INTEREST RATES AND FEES

  	
   

  	
  Advances shall bear interest and fees as follows:

  
	
   

  	
   

  	
  1)

  	
  Operating Loan: 

  
	
   

  	
   

  	
   

  	
  •

  	
  Prime Based Loans:  Prime Rate
  + 0.00% per annum

  
	
   

  	
   

  	
   

  	
  •

  	
   Letters of Credit in CDN$ or
  US$ (“L/C’s) at 2.00% of amount

  
	
   

  	
   

  	
   

  	
  •

  	
  Stand-by Letters of Guarantee in CDN$ (“L/G’s) at 1.00% per annum

  
							



 

















 


	
   

  	
   

  	
  Information on Interest Rate Definitions, Interest Calculations and
  Payment is set out in the Schedule “A” attached hereto.

  
	
   

  	
   

  	
   

  
	
  DRAWDOWN

  	
   

  	
  1)

  	
  On a revolving basis, Notice periods, minimum amounts of draws,
  interest periods and other similar details are set out in the Schedule “A”
  attached hereto.

  
	
   

  	
   

  	
   

  	
   

  
	
  BUSINESS CREDIT SERVICE

  	
   

  	
  The Borrower will have access to Prime Based Loans via Loan Account
  Number 8181-9318020 (the “Loan Account”) up to the Credit Limit, by
  withdrawing funds from the Borrower’s Current Account Number 8181-0318020
  (the “Current Account”). The Borrower agrees that each advance from the Loan
  Account will be in an amount equal to $25,000. (the “Transfer Amount”) or a
  multiple thereof.  If the transfer
  amount is NIL, the Borrower agrees that an advance from its Loan Account may
  be in an amount sufficient to cover the debits made to the Current Account.
  The Borrower agree that:

  
	
   

  	
   

  	
   

  	
  a)

  	
  all other overdraft privileges which have governed the Current
  Account are hereby canceled.

  
	
   

  	
   

  	
   

  	
  b)

  	
  all outstanding overdraft amounts under any such other agreements are
  now included as indebtedness under the Facility.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  The Bank may, but is not required to, automatically advance the
  Transfer Amount or a multiple thereof or any other amount from the Loan
  Account to the Current Account in order to cover the debits made to the
  Current Account if the amount in the Current Account is insufficient to cover
  the debits. The Bank may, but is not required to, automatically and without
  notice apply the funds in the Current Account in amounts equal to the
  Transfer Amount or any multiple thereof or any other amount to repay the
  outstanding amount in the Loan Account.

  
	
   

  	
   

  	
   

  
	
  REPAYMENT

  	
   

  	
  On Demand.  If the Bank
  demands repayment, the Borrower will pay to the Bank all amounts outstanding
  under the Operating Loan.

  
	
   

  	
   

  	
   

  
	
  PREPAYMENT

  	
   

  	
  Prepayment charges referred to in Schedule “A” for Facilities where
  the Tenor is described as Committed and Drawdown is not on a revolving
  basis are waived for amounts outstanding that have been borrowed by way of
  Prime Based Loans.

  
	
   

  	
   

  	
   

  
	
  SECURITY

  	
   

  	
  The following security has been provided, and supports all present
  and future indebtedness and liability of the Borrower and the grantor of the
  security to the Bank including without limitation indebtedness and liability
  under foreign exchange contracts, cash management products, and derivative
  contracts, shall be registered in first position, and shall be on the Bank’s
  standard form, supported by resolutions and solicitor’s opinion, all
  acceptable to the Bank:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  a)

  	
  Hypothecation of Securities in the amount of $1,000,000 currently
  held with TD Bank.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  TO BE OBTAINED:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  b)

  	
  Continuing Documentary Letter of Credit Agreement;

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  All of the above security shall be referred to collectively in this
  Agreement as “Bank Security”.

  
	
   

  	
   

  	
   

  
	
  DISBURSEMENT CONDITIONS

  	
   

  	
  The obligation of the Bank to make any loan hereunder is subject to
  the Standard Disbursement Conditions contained in Schedule “A” and the
  following additional drawdown conditions;

  
	
   

  	
   

  	
  •

  	
  All security and documentation are to be on hand and satisfactory to
  the Bank prior to availability of the Operating Line of Credit.

  
	
   

  	
   

  	
  •

  	
  Registration of Security item a) to be registered at Personal
  Property Registry.

  



 


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  REPRESENTATIONS AND WARRANTIES

  	
   

  	
  All representations and warranties shall be deemed to be continually
  repeated so long as any amounts remain outstanding and unpaid under this
  Agreement or so long as any commitment under this Agreement remains in
  effect.  The Borrower makes the
  Standard Representations and Warranties set out in Schedule “A”.

  
	
   

  	
   

  	
   

  
	
  POSITIVE COVENANTS

  	
   

  	
  So long as any amounts remain outstanding and unpaid under this
  Agreement or so long as any commitment under this Agreement remains in
  effect, the Borrower will observe the Standard Positive Covenants set out in
  Schedule “A” and in addition will;

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  a)

  	
  provide audited Financial Statements within 120 days of fiscal year
  end.

  
	
   

  	
   

  	
   

  	
   

  
	
  NEGATIVE COVENANTS

  	
   

  	
  So long as any amounts remain outstanding and unpaid under this
  Agreement or so long as any commitment under this Agreement remains in
  effect, the Borrower will observe the Standard Negative Covenants set out in
  Schedule “A”.

  
	
   

  	
   

  	
   

  
	
  EVENTS OF DEFAULT

  	
   

  	
  The Bank may accelerate the payment of principal and interest under
  any committed credit facility hereunder and cancel any undrawn portion of any
  committed credit facility hereunder, at any time after the occurrence of any
  one of the Standard Events of Default contained in Schedule “A” attached
  hereto or after any one of the following additional Events of Default:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  a)

  	
  Other than Purchase Money Security Interests, no security interests
  are to be granted by the Company unless the TD Bank is also provided with
  security on a pari passu basis.

  
	
   

  	
   

  	
   

  
	
  ANCILLARY FACILITIES

  	
   

  	
  In addition to the Facilities, the Bank has made available to the
  Borrower the following ancillary facilities (the “Ancillary Facilities”)
  which the Borrower agrees will not be used for speculative purposes:

  
	
   

  	
   

  	
  1)

  	
  Forward Foreign Exchange Facility which allows the Borrower to enter
  into up to US$2,500,000 for a period up to 12 months from the date the
  Forward Foreign Exchange contract is entered into.

  
	
   

  	
   

  	
   

  	
   

  
	
  SCHEDULE “A” -STANDARD TERMS AND CONDITIONS

  	
   

  	
  Schedule “A” sets out the Standard Terms and Conditions (“Standard
  Terms and Conditions”) which apply to these credit facilities. The Standard
  Terms and Conditions, including the defined terms set out therein, form part
  of this Agreement, unless this letter states specifically that one or more of
  the Standard Terms and Conditions do not apply or are modified.

  
	
   

  	
   

  	
   

  
	
  AMENDMENTS TO SCHEDULE “A” TERMS AND
  CONDITIONS

  	
   

  	
  The following amendments to the Standard Terms and Conditions apply:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •

  	
  Section #7.  Standard Positive
  Covenants. Item “e” does not apply.

  
	
   

  	
   

  	
  •

  	
  Section #8.  Standard Negative
  Covenants.  Item’s “a”, “b” and “d” do
  not apply.

  
	
   

  	
   

  	
  •

  	
  Section #8.  Standard Negative
  Covenants. Item “g” shall be amended such that any change of ownership or
  change in the capital structure of the borrower must be a material change.

  
	
   

  	
   

  	
  •

  	
  All References to Guarantors and/or Subsidiaries shall not apply.

  
					



 


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We trust you will find these facilities helpful in meeting your ongoing
financing requirements.  We ask that if
you wish to accept this offer of financing (which includes the Standard Terms
and Conditions), please do so by signing and returning the attached duplicate
copy of this letter to the undersigned. 
This offer will expire if not accepted in writing and received by the
Bank on or before June 19, 2002.


 


Yours truly,


 


THE TORONTO-DOMINION BANK:


 


	
  /s/ Karan Pitz

  	
   

  	
  P430

  	
   

  	
  /s/ Phil Amett

  	
   

  	
  [ILLEGIBLE]

  
	
  Karen Pitz

  	
   

  	
  Signing

  	
   

  	
  Phil Amett

  	
   

  	
  Signing

  
	
  Relationship Manager

  	
   

  	
  No.

  	
   

  	
  Manager Commercial Credit

  	
   

  	
  No.

  



 


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TO THE TORONTO-DOMINION BANK:


 


Novatel Inc. hereby accepts the foregoing offer


 


this 18th day of June, 2002.


 


	
  /s/ WERNER GARTNER

  	
   

  	
  /s/ PATRICK FENTON

  
	
  Signature

  	
   

  	
  Signature

  
	
   

  	
   

  	
   

  
	
  WERNER GARTNER, EVP & CFO

  	
   

  	
  PATRICK FENTON, CTO

  
	
  Print Name & Position

  	
   

  	
  Print Name & Position

  



 


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