Sixth Amendment to
Loan
Agreement

	Borrowers:	      	CalAmp Corp., a Delaware
      corporation
		 	CalAmp Wireless Networks
      Corporation (formerly Dataradio
			Corporation), a Delaware
      corporation
	  
	Address:		1401 N. Rice
      Avenue
			Oxnard, California
      93030
	  
	Date:		May 7,
  2012



     THIS SIXTH
AMENDMENT TO LOAN AGREEMENT is entered into
between SQUARE 1 BANK (“Lender”) and the borrowers named above (jointly and
severally, the “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. EBITDA Covenant. The
portion of the table in Section 5 of the Schedule to the Loan Agreement which sets forth Minimum EBITDA is amended by adding the
following to the end of such table: 


	Six Months Ending	Minimum EBITDA
	3/26/2012	$2,500,000
	4/23/2012	$2,500,000
	5/28/2012	$2,500,000
	6/25/2012	$2,500,000
	7/23/2012	$2,500,000
	8/27/2012	$2,500,000
	9/24/2012	$2,500,000
	10/22/2012	$2,500,000
	11/26/2012	$2,500,000
	12/24/2012	$2,500,000
	1/21/2013	$2,500,000
	2/25/2013	$2,500,000




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	Amendment to Loan
      Agreement      





     2. Definition of “Debt Service Coverage Ratio”. The definition of “Debt Service Coverage Ratio” in Section 5 of the Schedule to the Loan Agreement, which
presently reads as follows: 

“As used
herein, ‘Debt Service Coverage Ratio’ means the ratio of

“(i)
Borrower’s EBITDA for the Applicable Period, minus Borrower’s capital
expenditures actually made (other than capital expenditures which are financed)
for the Applicable Period,

“TO

“(ii) the
sum of (A) the Term Loan principal payments falling due in the next 12 months
following the end of the Applicable Period, plus (B) interest on the Revolving
Loans and the Term Loan for the Applicable Period.” 

    
is amended to read as follows: 

“As used
herein, ‘Debt Service Coverage Ratio’ means the ratio of

“(i)
Borrower’s EBITDA for the Applicable Period, minus each of the following for the
Applicable Period: (A) Borrower’s capital expenditures actually made (other than
capital expenditures which are financed); and (B) cash payments on Subordinated
Debt (including without limitation principal payments, interest payments and
other payments), 

“TO

“(ii) the
sum of (A) the Term Loan principal payments falling due in the next 12 months
following the end of the Applicable Period, plus (B) interest on the Revolving
Loans and the Term Loan for the Applicable Period. 

“Nothing
above implies any consent by the Lender to any payments on any Subordinated
Debt, which payments shall continue to be governed by the applicable
subordination agreement.” 

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	Amendment to Loan
      Agreement      





     3. Consent to Navman Acquisition. Subject to the terms and conditions hereof, Lender hereby consents to Borrower’s entering into and consummating the
transaction set forth in the Asset Purchase Agreement dated as of May 7, 2012 by
and between CalAmp Wireless Networks Corporation, Navman Wireless North America
LP and Navman Wireless New Zealand (with such agreement being referred to herein
as the “Navman APA” and such acquisition transaction being referred to as the
“Navman Acquisition”). As conditions to the consent of Lender herein, (a)
Borrower shall cause to be delivered to Lender a fully executed Debt
Subordination Agreement Upon Acceleration Event Only dated on or about May 7,
2012 between Borrower and Navman Wireless Networks Corporation; (b) with respect
to the Assets (as defined in the Navman APA), no lien or encumbrance shall be in
effect with respect thereto other than a Permitted Lien under the Loan
Agreement; and (c) no Default or Event of Default shall otherwise arise or be in
effect as of the date of the consummation of the Navman Acquisition or shall
arise immediately thereafter. Further, Borrower covenants and agrees to provide
to Lender a complete copy of all executed documents and agreements delivered in
connection with the closing of the Navman Acquisition.

    
4. Certain Royalty Payments. The following new clause (xvi-1) is hereby added to Section 5.5 of the Loan Agreement, following clause
(xvi): 

“(xvi-1)
Upon the closing of the Navman Acquisition (as defined in the Sixth Amendment to
the Loan Agreement dated May 7, 2012), Borrower may only pay any royalties or
similar payments in connection with the transactions as contemplated thereunder
as long as (a) the Supply Agreement (as defined in the Asset Purchase Agreement
dated as of May 7, 2012 by and between CalAmp
Wireless Networks Corporation, Navman Wireless North America LP and Navman
Wireless New Zealand) remains in force and effect and is not terminated and (b)
if applicable, such payments are otherwise made in accordance with the terms and
provisions of the Debt Subordination Agreement Upon Acceleration Event Only
dated on or about May 7, 2012 between Borrower and Navman Wireless Networks
Corporation; or” 

    
5. Merger of Borrower into Another Borrower. Borrower has previously informed Lender that CalAmp
Products, Inc. has merged with and into CalAmp Wireless Networks Corporation,
pursuant to the Certificate of Merger filed with the Delaware Secretary of State
and effective March 30, 2012, a copy of which has been provided to Lender. This
is a permitted action under Section 5.1(i) of the Loan Agreement with the
requisite notice as set forth therein. Accordingly, CalAmp Products, Inc. is no
longer a separate Borrower entity under the Loan Agreement. 

    
6. 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 on and as of the date hereof, except to the extent that such
representations and warranties specifically refer to an earlier date, in which
case they are true and correct as of such earlier date.

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	 Amendment to Loan
      Agreement      





     7. 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. 

    
8. 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. 

    
9. 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. 

    
10. 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.

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	 Amendment to Loan
      Agreement      





     11. 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 EFFECT.


[Signatures on Next Page]


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	 Amendment to Loan
      Agreement      





	Borrowers:
	 
	CalAmp Corp.
	 
	By	/s/ Richard Vitelle
	Name    	Richard Vitelle
	Title	VP Finance & CFO
	 
	CalAmp Wireless Networks
      Corporation
	 
	 
	By	/s/ Garo Sarkissian
	Name	Garo Sarkissian
	Title	Vice President
	 
	Lender:
	 
	Square 1 Bank
	 
	 
	By 	/s/ Mike Griffin
	Title 	VP



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