**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 |
|                                          |        |                                                                                                                                    |  |  |  |  |

 

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|                        |   | 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 ongoingfinancing requirements.  We ask that ifyou wish to accept this offer of financing (which includes the Standard Termsand Conditions), please do so by signing and returning the attached duplicatecopy of this letter to the undersigned. This offer will expire if not accepted in writing and received by theBank 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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