Unassociated Document


    
      

    

    Exhibit
10.19


    AMENDMENT
NO. 1

    TO
AMENDED AND RESTATED CREDIT AGREEMENT

     

    AMENDMENT
NO. 1, dated as of August 20, 2008 (this “Amendment”) among
TRIMBLE NAVIGATION LIMITED, a California corporation (the “Company”), and THE
BANK OF NOVA SCOTIA, as administrative agent (in such capacity, the “Administrative
Agent”).

     

    WHEREAS,
the Company, various lenders (the “Lenders”), and the
Administrative Agent are parties to an Amended and Restated Credit Agreement
dated as of February 16, 2007 (the “Credit
Agreement”).

     

    WHEREAS,
the Company has requested that the Lenders agree to certain amendments to the
Credit Agreement, and each of the Lenders signatory hereto, which Lenders
collectively constitute the Required Lenders referred to in the Credit
Agreement, have agreed, subject to the terms and conditions set forth herein, to
amend the Credit Agreement as herein provided.

     

    NOW,
THEREFORE, for good and valuable consideration, the receipt and adequacy of
which are hereby acknowledged, the parties hereby agree as follows:

     

    1.            
Terms.  All
terms used herein shall have the same meanings as in the Credit Agreement unless
otherwise defined herein.

     

    2.            
Amendments.

     

    (a)         Clause
(c) of the definition of the term “Fixed Charges” in Section 1.1 of the Credit
Agreement is hereby amended and restated to read in its entirety as
follows:

     

    “(c)       dividends
paid on stock of the Company and other Restricted Payments made by the Company
during such period (exclusive of any redemptions, retirements, purchases or
other acquisitions for value of any Equity Interests of the Company), plus”

     

    (b)         Clause
(d) of Section 7.3 of the Credit Agreement is hereby amended and restated to
read in its entirety as follows:

     

    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    “(d)       Notwithstanding
the restrictions in the following sentence, the Company or any of its
Subsidiaries may at any time redeem, retire, purchase or otherwise acquire for
value any Equity Interests of the Company so long as at the time of such
redemption, retirement, purchase or acquisition (i) no Default or Unmatured
Default then exists, (ii) the Leverage Ratio set forth in the compliance
certificates delivered pursuant to Section 7.1(a)(iii)(b) for the two most
recently completed periods pursuant to clauses (i) and (ii) of Section 7.1(a)
was less than 2.00 to 1.00 and (iii) after giving pro forma effect to such
Restricted Payment, the Leverage Ratio will be less than 2.00 to
1.00.  Subject to the foregoing, the Company shall not, nor shall it
permit any Subsidiary to, make or declare any Restricted Payments (other than
Restricted Payments by a Subsidiary to the Company or another Wholly-Owned
Subsidiary) except that so long as no Default or Unmatured Default then exists,
the Company and its Subsidiaries may (i) repurchase shares from its employees,
officers or directors pursuant to any vesting provisions with respect thereto;
(ii) make Restricted Payments not to exceed (x) in any twelve month period,
an aggregate amount equal to fifty percent (50%) of Net Income plus, to the
extent deducted in determining Net Income for such period, non-cash expenses in
respect of stock options, in each case, for the previous twelve month period;
provided that the
foregoing amount shall be reduced (to not less than $0) by the amount of any
Restricted Payments made pursuant to the first sentence of this Section 7.3(d)
during the previous twelve month period if at the time the Company makes a
Restricted Payment pursuant to this clause (ii)(x), the Company would not be
permitted to make a Restricted Payment pursuant to the first sentence of this
Section 7.3(d); and (y) subject to pro forma compliance with the Fixed
Charge Coverage Ratio, an additional $50,000,000 over the term of this Agreement
(it being understood and agreed that such amount is in addition to any amounts
available for Restricted Payments pursuant to the first sentence of this Section
7.3(d) and clause (ii)(x) above); (iii) make acquisitions of Capital Stock
of the Company in connection with the exercise of stock options or stock
appreciation rights by way of cashless exercise or in connection with the
satisfaction of withholding tax obligations; (iv) purchase of fractional shares
of the Capital Stock of the Company arising out of stock dividends, splits or
combinations or business combinations; (v) in connection with any Permitted
Acquisition, (A) receive or accept the return to the Company or any of its
Subsidiaries of Capital Stock of the Company or any of its Subsidiaries
constituting a portion of the purchase price consideration in settlement of
indemnification claims or (B) make payments or distributions to dissenting
stockholders pursuant to applicable law; (vi) honor any conversion request by a
holder of any Convertible Indebtedness of the Company or any of its
Subsidiaries, and make cash payments in lieu of fractional shares in connection
with the conversion of such Convertible Indebtedness; (vii) purchase, redeem,
repurchase, defease, acquire or retire for value Capital Stock or Subordinated
Indebtedness of the Company or any of its Subsidiaries in exchange for, upon
conversion of, or out of the proceeds of, the substantially concurrent sale of
Capital Stock of the Company (other than Disqualified Stock) whether
contemporaneously or in the future; and (viii) purchase, redeem, repurchase,
defease, acquire or retire for value any Subordinated Indebtedness in exchange
for, or out of the proceeds of, any Subordinated Indebtedness incurred to
refinance such Subordinated Indebtedness.”

     

    3.             
Representations and
Warranties.  The Company represents and warrants to the
Administrative Agent and the Lenders that, on and as of the date hereof, and
after giving effect to this Amendment:

     

    
      
        
           


        

        
          2

          
            

          

        

        
           


        

      

    

     

    3.1           Authorization.  The
execution, delivery and performance by the Company of this Amendment has been
duly authorized by all necessary action, and this Amendment has been duly
executed and delivered by the Company.

     

    3.2           Binding
Obligation.  This Amendment constitutes the legal, valid and
binding obligation of the Company, enforceable in accordance with its terms,
except as enforceability may be limited by applicable bankruptcy, insolvency,
reorganization or similar laws affecting creditors’ rights generally and by
principles of equity (regardless of whether enforcement is sought in equity or
at law).

     

    3.3           No Legal Obstacle to
Amendment.  The execution, delivery and performance of this
Amendment (a) does not require any consent or approval of, registration or
filing with, or any other action by, any Governmental Authority, except such as
have been obtained or made and are in full force and effect, (b) will not
violate any applicable law or regulation or the charter, by-laws or other
organizational documents of the Company or any of its Subsidiaries or any order
of any Governmental Authority, (c) will not violate or result in a default under
any material indenture, agreement or other instrument binding upon the Company
or any of its Subsidiaries or its assets, or give rise to a right thereunder to
require any payment to be made by the Company or any of its Subsidiaries, and
(d) will not result in the creation or imposition of any Lien on any asset of
the Company or any of its Subsidiaries.

     

    3.4           Incorporation of Certain
Representations.  After giving effect to the terms of this
Amendment, the representations and warranties set forth in Article VI of the
Credit Agreement are true and correct in all material respects on and as of the
date hereof (unless such representation and warranty is made as of a specific
date, in which case, such representation and warranty shall be true and correct
in all material respects as of such date).

     

    3.5           Default.  No
Unmatured Default or Event of Default under the Credit Agreement has occurred
and is continuing.

     

    4.            
Conditions,
Effectiveness.

     

    4.1           Conditions.  This
Amendment shall become effective as of the date first written above upon
satisfaction of each of the following conditions:

     

    (a)         The
Administrative Agent shall have received a Consent of Lender in the form of
Exhibit B executed by the Required Lenders.

     

    (b)         The
Administrative Agent shall have received an affirmation letter substantially in
the form of Exhibit A from each of the Guarantors.

     

    5.            
Miscellaneous.

     

    5.1           Effectiveness of the Credit
Agreement.  Except as hereby expressly amended, the Credit
Agreement shall remain in full force and effect, and is hereby ratified and
confirmed in all respects on and as of the date hereof.

     

    
      
         


      

      
        3

        
          

        

      

      
         


      

    

     

    5.2           Waivers.  This
Amendment is limited solely to the matters expressly set forth herein and is
specific in time and in intent and does not constitute, nor should it be
construed as, a waiver or amendment of any other term or condition, right, power
or privilege under the Credit Agreement or under any agreement, contract,
indenture, document or instrument mentioned therein; nor does it preclude or
prejudice any rights of the Administrative Agent or the Lenders thereunder, or
any exercise thereof or the exercise of any other right, power or privilege, nor
shall it require the Required Lenders to agree to an amendment, waiver or
consent for a similar transaction or on a future occasion, nor shall any future
waiver of any right, power, privilege or default hereunder, or under any
agreement, contract, indenture, document or instrument mentioned in the Credit
Agreement, constitute a waiver of any other right, power, privilege or default
of the same or of any other term or provision.

     

    5.3           Counterparts.  This
Amendment may be executed in any number of counterparts, and all of such
counterparts taken together shall be deemed to constitute one and the same
instrument.

     

    5.4           Governing
Law.  This Amendment shall be governed by and construed in
accordance with the laws of New York.

     

    
      
        
           


        

        
          4

          
            

          

        

        
           


        

      

    

    


    IN
WITNESS WHEREOF, the signatories hereto have caused this Amendment to be
executed by their respective officers thereunto duly authorized as of the day
and year first above written.

     

    
      
        	
                BORROWER:

              	
                TRIMBLE
      NAVIGATION LIMITED

              
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/ John E. Huey

              
	 
      	
                Name:

              	
                John E. Huey

              
	 
      	
                Title:

              	
                Treasurer

              
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                ADMINISTRATIVE
      AGENT:

              	
                THE
      BANK OF NOVA SCOTIA, as Administrative Agent

              
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/ Diane Emanuel

              
	 
      	
                Name:

              	
                Diane Emanuel

              
	 
      	
                Title:

              	
                Director

              


      

    

    

      
        
           


        

        
          5

          
            

          

        

        
           


        

      

    

     

    EXHIBIT
A

    to
Amendment No. 1 to

    Amended
and Restated Credit Agreement

     

    


    August
20, 2008

     

    


    The
Guarantors under the

    hereinafter-described

    Credit
Agreement

     

    Re:           Trimble Navigation
Limited

     

    Gentlemen:

     

    Please
refer to (1) the Amended and Restated Credit Agreement, dated as of February 16,
2007 (the “Credit
Agreement”), by and among Trimble Navigation Limited, a California
corporation (the “Company”), the
various financial institutions parties thereto (collectively, the “Lenders”), and The
Bank of Nova Scotia, as administrative agent (in such capacity, the “Administrative
Agent”) for the Lenders and (2) the Guaranty dated July 28, 2005 from the
addressees in favor of the Lenders and the Administrative Agent (the “Guaranty”).  Pursuant
to an amendment dated of even date herewith, a copy of which is attached hereto,
certain terms of the Credit Agreement were amended.  We hereby request
that you (i) acknowledge and reaffirm all of your obligations and undertakings
under the Guaranty and (ii) acknowledge and agree that the Guaranty is and shall
remain in full force and effect in accordance with the terms
thereof.

     

    Please
indicate your agreement to the foregoing by signing in the space provided below,
and returning the executed copy to the undersigned.

     

    
      
        	 
      	
                THE
      BANK OF NOVA SCOTIA, as

              
	 
      	
                Administrative
      Agent

              
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/ Diane Emanuel

              
	 
      	
                Name:

              	
                Diane Emanuel

              
	 
      	
                Title:

              	
                Director

              


      

    

     

    
      
         


      

      
        Exhibit
A-1

        
          

        

      

      
         


      

    


    Acknowledged
and Agreed to

    as of the
date hereof:

    


    
      
        
          
            
              
                	
                        TRIMBLE
      NAVIGATION INTERNATIONAL LIMITED

                      
	 
      	 
      	 
      
	
                        By:

                      	
                        /s/ Rajat Bahri

                      	 
      
	
                        Name:

                      	
                        Rajat Bahri

                      	 
      
	
                        Title:

                      	
                        CFO

                      	 
      
	 
      	 
      	 
      
	
                        TRIPOD
      DATA SYSTEMS, INC.

                      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                        By:

                      	
                        /s/ Rajat Bahri

                      	 
      
	
                        Name:

                      	
                        Rajat Bahri

                      	 
      
	
                        Title:

                      	
                         CFO

                      	 
      
	 
      	 
      	 
      
	
                        PACIFIC
      CREST CORPORATION

                      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                        By:

                      	
                         Steven W. Berglund

                      	 
      
	
                        Name:

                      	
                        Steven W. Berglund

                      	 
      
	
                        Title:

                      	
                        President

                      	 
      


              

            

          

        

      

    

    

      
        
           


        

        
          Exhibit
A-2

          
            

          

        

        
           


        

      

    

     

    EXHIBIT
B

    to
Amendment No. 1 to

    Amended
and Restated Credit Agreement

     

    CONSENT OF
LENDER

     

    Reference
is hereby made to the Amended and Restated Credit Agreement dated as of February
16, 2007 among Trimble Navigation Limited, a California corporation (the “Company”), the
Lenders party thereto and The Bank of Nova Scotia, as Administrative
Agent.

     

    The
undersigned Lender hereby consents to the execution and delivery of Amendment
No. 1 to the Amended and Restated Credit Agreement by the Administrative Agent
on its behalf, substantially in the form of the most recent draft thereof
presented to the undersigned Lender.

     

    Dated:  August
20, 2008

     

    
      
        	 
      	 
      	 
      
	 
      	
                The
      Bank of Nova Scotia

              
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/ Diane Emanuel

              
	 
      	
                Name:

              	
                Diane Emanuel

              
	 
      	
                Title:

              	
                Director

              


      

    


    
      
         


      

      
        Exhibit
B-1

        
          

        

      

      
         


      

    


    EXHIBIT
B

    to
Amendment No. 1 to

    Amended
and Restated Credit Agreement

     

    CONSENT OF
LENDER

     

    Reference
is hereby made to the Amended and Restated Credit Agreement dated as of February
16, 2007 among Trimble Navigation Limited, a California corporation (the “Company”), the
Lenders party thereto and The Bank of Nova Scotia, as Administrative
Agent.

     

    The
undersigned Lender hereby consents to the execution and delivery of Amendment
No. 1 to the Amended and Restated Credit Agreement by the Administrative Agent
on its behalf, substantially in the form of the most recent draft thereof
presented to the undersigned Lender.

     

    Dated:  August
__, 2008

     

    
      
        	 
      	 
      	 
      
	 
      	
                JP
      Morgan Chase Bank

              
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/ Anne Biancardi

              
	 
      	
                Name:

              	
                Anne Biancardi

              
	 
      	
                Title:

              	
                Vice President, Credit
      Executive

              


      

    


    
      
         


      

      
        Exhibit
B-2

        
          

        

      

      
         


      

    


    EXHIBIT
B

    to
Amendment No. 1 to

    Amended
and Restated Credit Agreement

     

    CONSENT OF
LENDER

     

    Reference
is hereby made to the Amended and Restated Credit Agreement dated as of February
16, 2007 among Trimble Navigation Limited, a California corporation (the “Company”), the
Lenders party thereto and The Bank of Nova Scotia, as Administrative
Agent.

     

    The
undersigned Lender hereby consents to the execution and delivery of Amendment
No. 1 to the Amended and Restated Credit Agreement by the Administrative Agent
on its behalf, substantially in the form of the most recent draft thereof
presented to the undersigned Lender.

     

    Dated:  August
15, 2008

     

    
      
        	 
      	 
      	 
      
	 
      	
                Bank
      of America, N.A.

              
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/ Christina Felsing

              
	 
      	
                Name:

              	
                 Christina Felsing

              
	 
      	
                Title:

              	
                Vice
President

              


      

    


    
      
         


      

      
        Exhibit
B-3

        
          

        

      

      
         


      

    


    EXHIBIT
B

    to
Amendment No. 1 to

    Amended
and Restated Credit Agreement

     

    CONSENT OF
LENDER

     

    Reference
is hereby made to the Amended and Restated Credit Agreement dated as of February
16, 2007 among Trimble Navigation Limited, a California corporation (the “Company”), the
Lenders party thereto and The Bank of Nova Scotia, as Administrative
Agent.

     

    The
undersigned Lender hereby consents to the execution and delivery of Amendment
No. 1 to the Amended and Restated Credit Agreement by the Administrative Agent
on its behalf, substantially in the form of the most recent draft thereof
presented to the undersigned Lender.

     

    Dated:  August
15, 2008

     

    
      
        	 
      	 
      
	 
      	
                Wells
      Fargo

              
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/ Jamie Riggs

              
	 
      	
                Name:

              	
                 Jamie Riggs

              
	 
      	
                Title:

              	
                 Assistant Vice
  President

              


      

    


    
      
         


      

      
        Exhibit
B-4

        
          

        

      

      
         


      

    

     

    EXHIBIT
B

    to
Amendment No. 1 to

    Amended
and Restated Credit Agreement

     

    CONSENT OF
LENDER

     

    Reference
is hereby made to the Amended and Restated Credit Agreement dated as of February
16, 2007 among Trimble Navigation Limited, a California corporation (the “Company”), the
Lenders party thereto and The Bank of Nova Scotia, as Administrative
Agent.

     

    The
undersigned Lender hereby consents to the execution and delivery of Amendment
No. 1 to the Amended and Restated Credit Agreement by the Administrative Agent
on its behalf, substantially in the form of the most recent draft thereof
presented to the undersigned Lender.

     

    Dated:  August
18, 2008

     

    
      
        	 
      	 
      	 
      
	 
      	
                The
      Governor and Company of the Bank of Ireland

              
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/ Elaine Crowley

              
	 
      	
                Name:

              	
                Elaine Crowley

              
	 
      	
                Title:

              	
                Authorized Signatory

              
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/ Emer Dalton

              
	 
      	
                Name:

              	
                Emer Dalton

              
	 
      	
                Title:

              	
                Authorized
  Signatory

              


      

    

     


    
      
         


      

      
        Exhibit
B-5

        
          

        

      

      
         


      

    


    EXHIBIT
B

    to
Amendment No. 1 to

    Amended
and Restated Credit Agreement

     

    CONSENT OF
LENDER

     

    Reference
is hereby made to the Amended and Restated Credit Agreement dated as of February
16, 2007 among Trimble Navigation Limited, a California corporation (the “Company”), the
Lenders party thereto and The Bank of Nova Scotia, as Administrative
Agent.

     

    The
undersigned Lender hereby consents to the execution and delivery of Amendment
No. 1 to the Amended and Restated Credit Agreement by the Administrative Agent
on its behalf, substantially in the form of the most recent draft thereof
presented to the undersigned Lender.

     

    Dated:  August
20, 2008

     

    
      
        	 
      	 
      	 
      
	 
      	
                Mizuho
      Corporate Bank, Ltd.

              
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/ Bertram H. Tang

              
	 
      	
                Name:

              	
                Bertram H. Tang

              
	 
      	
                Title:

              	
                 Authorized
  Signatory

              


      

    


    
      
         


      

      
        Exhibit
B-6

        
          

        

      

      
         


      

    


    EXHIBIT
B

    to
Amendment No. 1 to

    Amended
and Restated Credit Agreement

     

    CONSENT OF
LENDER

     

    Reference
is hereby made to the Amended and Restated Credit Agreement dated as of February
16, 2007 among Trimble Navigation Limited, a California corporation (the “Company”), the
Lenders party thereto and The Bank of Nova Scotia, as Administrative
Agent.

     

    The
undersigned Lender hereby consents to the execution and delivery of Amendment
No. 1 to the Amended and Restated Credit Agreement by the Administrative Agent
on its behalf, substantially in the form of the most recent draft thereof
presented to the undersigned Lender.

     

    Dated:  August
19, 2008

     

    
      
        	 
      	 
      	 
      
	 
      	
                U.S.
      Bank National Association

              
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/ Richard J. Ameny,
Jr.

              
	 
      	
                Name:

              	
                 Richard J. Ameny, Jr.

              
	 
      	
                Title:

              	
                Vice
President

              


      

    


    
      
         


      

      
        Exhibit
B-7

        
          

        

      

      
         


      

    


    EXHIBIT
B

    to
Amendment No. 1 to

    Amended
and Restated Credit Agreement

     

    CONSENT OF
LENDER

     

    Reference
is hereby made to the Amended and Restated Credit Agreement dated as of February
16, 2007 among Trimble Navigation Limited, a California corporation (the “Company”), the
Lenders party thereto and The Bank of Nova Scotia, as Administrative
Agent.

     

    The
undersigned Lender hereby consents to the execution and delivery of Amendment
No. 1 to the Amended and Restated Credit Agreement by the Administrative Agent
on its behalf, substantially in the form of the most recent draft thereof
presented to the undersigned Lender.

     

    Dated:  August
20, 2008

     

    
      
        
          
            
              	 
      	 
      	 
      
	 
      	
                      Nordea
      Bank Finland Plc acting through its

                    
	 
      	
                      New
      York and Grand Cayman Branches

                    
	 
      	 
      	 
      
	 
      	
                      By:

                    	 
      
	 
      	
                      Name:

                    	 
      
	 
      	
                      Title:

                    	 
      
	 
      	 
      	 
      
	 
      	
                      By:

                    	
                      /s/ Leena Parker

                    
	 
      	
                      Name:

                    	
                       Leena Parker

                    
	 
      	
                      Title:

                    	
                      Vice
President

                    


            

          

        

      

    


    
      
         


      

      
        Exhibit
B-8

        
          

        

      

      
         


      

    


    to
Amendment No. 1 to

    Amended
and Restated Credit Agreement

     

    CONSENT OF
LENDER

     

    Reference
is hereby made to the Amended and Restated Credit Agreement dated as of February
16, 2007 among Trimble Navigation Limited, a California corporation (the “Company”), the
Lenders party thereto and The Bank of Nova Scotia, as Administrative
Agent.

     

    The
undersigned Lender hereby consents to the execution and delivery of Amendment
No. 1 to the Amended and Restated Credit Agreement by the Administrative Agent
on its behalf, substantially in the form of the most recent draft thereof
presented to the undersigned Lender.

     

    Dated:  August
18, 2008

     

    
      
        	 
      	 
      	 
      
	 
      	
                Scotiabanc
      Inc.

              
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/ J.R. Todd

              
	 
      	
                Name:

              	
                 J.R. Todd

              
	 
      	
                Title:

              	
                 Managing
Director

              


      

    

    
Exhibit B-9