EXHIBIT 10.54
As of August 12, 2002
Baldwin Americas Corporation
Baldwin Europe Consolidated Inc.
Baldwin Asia Pacific Corporation
c/o Baldwin Technology Company, Inc.
12 Commerce Drive
Shelton, CT 06484
Ladies and Gentlemen:
This letter sets forth our further agreements with respect to that
certain letter agreement, dated June 28, 2002, as amended by a subsequent letter
agreement dated as of July 5, 2002 (collectively, the "FORBEARANCE AGREEMENT";
capitalized terms used but not otherwise defined herein shall have the meanings
ascribed thereto in the Forbearance Agreement or the Credit Agreement (as
defined below), as the case may be), by and among Baldwin Americas Corporation,
Baldwin Europe Consolidated Inc. and Baldwin Asia Pacific Corporation
(collectively, the "BORROWERS"), Baldwin Technology Company, Inc., Baldwin
Technology Corporation, Baldwin Consolidated Europe BV, Baldwin Graphics
Systems, Inc., Baldwin Kansa Corporation, Baldwin Germany GmbH (formerly known
as Baldwin German Capital Holding GmbH), Baldwin Grafotec GmbH (which merged
with and into Baldwin German Capital Holding GmbH) and Baldwin Japan Ltd. (the
"GUARANTORS"), Fleet National Bank ("FLEET") and First Union National Bank
("FIRST UNION", and together with Fleet, the "LENDERS"), relating to that
certain Amended and Restated Credit Agreement, dated as of January 28, 2002, by
and among the Borrowers, the Guarantors, the Lenders, Fleet, as Administrative
Agent, and First Union, as Documentation Agent (as amended, modified, restated
or otherwise supplemented from time to time, the "CREDIT AGREEMENT").
The Borrowers and the Guarantors (collectively, the "OBLIGORS")
requested the Lenders to enter into the Forbearance Agreement in lieu of
exercising any and all rights and remedies available to the Lenders under the
Credit Agreement and the other Loan Documents as a result of the occurrence of
the Existing Covenant Default and the expected occurrence of the Anticipatory
Default. Pursuant to the Forbearance Agreement, the Lenders agreed, among other
things, to forbear from collection of the Indebtedness until August 12, 2002.
Each of the Obligors acknowledges that the Forbearance Agreement
expires by its own terms on August 12, 2002. The Obligors have advised the
Administrative Agent and the Lenders that they will not be able to obtain
alternative financing for the purpose of refinancing all of the Indebtedness by
August 12, 2002. Accordingly, the Obligors have requested the Administrative
Agent and the Lenders to continue to forbear from collection of the Indebtedness
until October 1, 2002 in order to allow the Obligors further and sufficient time
to obtain alternative financing for the purpose of refinancing all of the
Indebtedness. The Administrative Agent and the Lenders are willing to extend the
Forbearance Period to October 1, 2002; subject, however, to the express
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agreements and conditions set forth in the Forbearance Agreement and provided
further that the Obligors shall pay $100,000 to the Administrative Agent, for
the account of the Lenders, as a reduction of principal on the Term Loan Notes
on the date hereof; and
In consideration of and as a material inducement to the Lenders to
enter into this Agreement, the Obligors acknowledge and agree to pay to the
Lenders on the date hereof a nonrefundable fee (which shall be in addition to,
and not in lieu of, any other fees which the Borrowers are required to pay to
the Administrative Agent, the Lenders and/or the Issuing Lender under the Credit
Documents) equal to 1/12th of 1% of the principal amount of the Indebtedness
outstanding as of the date hereof on the date hereof.
By their signatures below, the Guarantors acknowledge and consent to
the accommodations being granted by the Administrative Agent and the Lenders
hereunder, and further acknowledge and agree that the Guaranty Agreements remain
in full force and effect and continue to apply to the Indebtedness, including
without limitation, the Indebtedness as modified by this Agreement.
This Agreement, the Forbearance Agreement and the other Credit and
Forbearance Documents constitute the entire understanding and agreement among
the parties hereto and supersede any prior or contemporaneous written or oral
understanding with respect to the subject matter hereof. Except as expressly
modified herein, the Forbearance Agreement and the other Credit and Forbearance
Documents remain unmodified and in full force and effect in accordance with
their terms.
Time is of the essence regarding the matters addressed in this
Agreement and the Forbearance Agreement, particularly with respect to payment
dates, and the parties executing this Agreement acknowledge that the payment
dates must be strictly enforced as material terms of this Agreement.
This Agreement may be executed by one or more of the parties to this
Agreement on any number of separate counterparts (including by facsimile
transmission), and all of said counterparts taken together shall be deemed to
constitute one and the same instrument.
If the foregoing is in accordance with your agreement, please indicate
the same by signing below. If this Agreement is not executed fully and delivered
to each of the parties hereto by no later than August 12, 2002, this Agreement
shall not become effective and shall be deemed null and void and of no force or
effect.
Very truly yours,
FLEET NATIONAL BANK,
as Administrative Agent and Lender
By
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Name:
Title:
2
FIRST UNION NATIONAL BANK,
as Lender
By
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Name:
Title:
REVIEWED AND AGREED TO:
BALDWIN AMERICAS CORPORATION
By
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Name: Vijay C. Tharani
Title: Vice President
BALDWIN EUROPE CONSOLIDATED INC.
By
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Name: Vijay C. Tharani
Title: Vice President
BALDWIN ASIA PACIFIC CORPORATION
By
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Name: Vijay C. Tharani
Title: Vice President
BALDWIN TECHNOLOGY COMPANY, INC.
By
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Name: Vijay C. Tharani
Title: Vice President, CFO & Treasurer
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BALDWIN TECHNOLOGY CORPORATION
By
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Name: Vijay C. Tharani
Title: Vice President
BALDWIN GRAPHIC SYSTEMS, INC.
By
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Name: Vijay C. Tharani
Title: Vice President
BALDWIN KANSA CORPORATION
By
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Name: Helen P. Oster
Title: Secretary
BALDWIN EUROPE CONSOLIDATED BV
By
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Name: Henricus J. M. Groenemans
Title: Director
By
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Name: Vijay C. Tharani
Title: Director
BALDWIN GERMANY GMBH (formerly known as
Baldwin German Capital Holding GmbH and as
successor by merger to Baldwin Grafotec GmbH)
By
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Name: John T. Heald, Jr.
Title: Geschaftsfuhrer
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BALDWIN - JAPAN LTD.
By
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Name: John T. Heald, Jr.
Title: Representative Director
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