EXHIBIT C
SIDE LETTER AGREEMENT
[LOCKHEED XXXXXX CORPORATION LETTERHEAD]
January 14, 1999
CalComp Technology, Inc.
CalComp Inc.
0000 Xxxx XxXxxxx Xxxxxx
Xxxxxxx, Xxxxxxxxxx 00000
ATTN: Xxxx X. Xxxxxxxxx
Senior Vice President and Chief Financial Officer
Re: Amended and Restated Revolving Credit Agreement dated as of December 20,
1996 as amended on March 20, 1998 and July 15, 1998 (the "Revolving Credit
Agreement") and Cash Management Agreement dated July 23, 1996 as amended on
March 20, 1998, August 24, 1998, September 25, 1998 and November 10, 1998
(the "Cash Management Agreement")
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Dear Xxxx:
Reference is made to the Revolving Credit Agreement and the Cash Management
Agreement which are collectively referred to herein as the "Existing
Agreements." Capitalized terms used but not defined herein shall have the
meanings given to those terms in the Existing Agreements.
On December 23, 1998, Lockheed Xxxxxx Corporation (the "Lender") notified
CalComp Technology, Inc. and CalComp Inc. (the "Borrowers") that the Lender
would not provide additional credit capacity beyond that available under the
Existing Agreements to enable the Borrowers to continue operations. As of the
date hereof, the Borrowers have fully drawn down the $43,000,000 of credit
available to the Borrowers under the Existing Agreements. Those amounts,
together with accrued and unpaid interest and fees, are to become due and
payable in full on January 31, 1999.
The Borrowers have requested the Lender to provide additional financing to
fund the complete liquidation and dissolution of the Borrowers and to forbear
from collecting amounts
Exhibit C-1
outstanding under the Exisiting Agreements. Simultaneously with the execution of
this letter agreement by the Borrowers, the Borrowers, Topaz Technologies, Inc.
and the Lender are entering into a Secured Demand Loan Facility (the "Demand
Loan Facility") pursuant to which the Lender will make available to the
Borrowers additional borrowings of up to $51,000,000, on the terms and subject
to the conditions set forth in the Demand Loan Facility. Effective upon
execution and delivery of this letter and the Demand Loan Facility by all
parties, this letter agreement amends and modifies certain terms of the Existing
Agreements and provides certain additional agreements of the parties all as set
forth below.
1. The parties hereby suspend the provisions of Sections 2, 3, 4 and 5 of the
Cash Management Agreement. Advances outstanding under the Cash Management
Agreement will continue to accrue interest at the rates provided for in
the Cash Management Agreement until repaid in full.
2. The Lender hereby agrees to forbear from pursuing its rights and remedies
to collect amounts outstanding under the Existing Agreements until the
Termination Date (as defined in the Demand Loan Facility). All principal
currently outstanding and, to the extent permitted by law, interest on the
Loans under the Revolving Credit Agreement shall accrue interest at the
rate provided for in Section 2.5(c) of the Revolving Credit Agreement
until repaid in full. Subject to the foregoing, the parties agree that the
Revolving Credit Agreement is hereby amended to the extent necessary to
terminate the Commitment and to provide that no amounts repaid by the
Borrowers under the Existing Agreements may be reborrowed under the
Existing Agreements. Neither this letter agreement nor the Demand Loan
Facility shall affect or limit the Lender's right to collect amounts
outstanding under the Existing Agreements on or after the Termination Date
(as defined in the Demand Loan Facility).
3. This agreement shall in no way affect any rights or remedies the Lender
may have to collect any amounts that may become due and payable under the
Demand Loan Facility.
4. Except as specifically modified hereby, the Exisiting Agreements shall
remain in full force and effect and no additional changes, modifications,
or amendments shall be inferred that are not expressly set forth herein.
5. This letter agreement may be signed (by facsimile or otherwise) in one or
more counterparts with the same effect as if the signatures were upon the
same instrument.
6. This letter agreement shall be construed in accordance with and governed
by the laws of the State of Maryland, without reference to the conflict of
laws provisions thereof.
Exhibit C-2
If the foregoing accurately reflects our agreement, please have the
duplicate copy of this letter agreement executed by a duly authorized officer
where indicated and return it to the undersigned.
LOCKHEED XXXXXX CORPORATION
By: /s/ Xxxxxx X. Xxxxxxxxxx
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Xxxxxx X. Xxxxxxxxxx
Vice President and Treasurer
Acknowledged and agreed this
14th day of January, 1999:
CALCOMP TECHNOLOGY, INC.
By: /s/ Xxxx X. Xxxxxxxxx
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Xxxx X. Xxxxxxxxx
Senior Vice President, Chief Financial
Officer and Treasurer
CALCOMP INC.
By: /s/ Xxxx X. Xxxxxxxxx
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Xxxx X. Xxxxxxxxx
Senior Vice President and Chief Financial
Officer
Exhibit C-3
