EXHIBIT 10.38
FIRST AMENDMENT
TO
CASH MANAGEMENT AGREEMENT
This is the First Amendment ("First Amendment"), dated as of March 20, 1998, to
the Cash Management Agreement ("Agreement") dated as of July 23, 1996 between
CALCOMP TECHNOLOGY INC., a Delaware corporation ("CalComp Technology") and
LOCKHEED XXXXXX CORPORATION, a Maryland corporation ("Lockheed Xxxxxx").
WHEREAS, the parties have agreed to extend the termination date of the Agreement
to coincide with the Termination Date of the Amended and Restated Credit
Agreement dated as of December 20, 1996 among CalComp Technology, CalComp, Inc.,
and Lockheed Xxxxxx, as amended (the "Revolving Credit Agreement");
NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, CalComp Technology and Lockheed
Xxxxxx hereby agree as follows:
1. Section 4(a) of the Agreement is hereby amended by adding at the beginning
of the second sentence thereof the clause "Subject to the provisions of
Section 5(c) hereof,"
2. Section 5(c) of the Agreement is hereby amended to read as follows:
"The maximum principal amount of Advances to be made by Lockheed Xxxxxx
hereunder shall be $12,000,000 outstanding at any time, provided,
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however, if on any date on or prior to April 3, 1998 the net cash
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balance in the Concentration Account equals or exceeds $10,000,000, then
the net cash balance shall, notwithstanding Section 4(a) of the
Agreement, first be applied to reduce the Advances to $2,000,000. After
April 3, 1998 or earlier application of the net cash balance as
described in the preceding sentence, the maximum principal amount of
Advances to be made by Lockheed Xxxxxx hereunder shall be $2,000,000
outstanding at any time."
3. Section 12 of the Agreement is hereby amended by substituting the phrase
"January 31, 1999" for the phrase "June 1, 1998".
4. To the extent additional indebtedness of CalComp is created by or pursuant
to this First Amendment, Lockheed Xxxxxx hereby waives compliance with
Section 6.8 of the Revolving Credit Agreement.
5. This First Amendment shall be governed by and construed in accordance with
the laws of the jurisdiction which govern the agreement and its
construction.
6. This First Amendment may be executed in any number of counterparts each of
which shall be an original, but such counterparts shall together constitute
but one and the same instrument.
LOCKHEED XXXXXX CORPORATION CALCOMP TECHNOLOGY, INC.
By: /s/ W. E. Xxxxxxxxxx By: /s/ Xxxx X. Xxxxxxxxx
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W. E. Xxxxxxxxxx Xxxx X. Xxxxxxxxx
Vice President and Treasurer Sr. Vice President and Chief
Financial Officer
