EXHIBIT 99.2
[LOCKHEED MARTIN CORPORATION LETTERHEAD]
January 14, 1999
CalComp Technology, Inc.
CalComp Inc.
2411 West LaPalma Avenue
Anaheim, California 92803
ATTN: John J. Millerick
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 John:
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 Martin 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 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.
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 MARTIN CORPORATION
By:________________________
Walter E. Skowronski
Vice President and Treasurer
Acknowledged and agreed this
14th day of January, 1999:
CALCOMP TECHNOLOGY, INC.
By:_________________________
Name:
Title:
CALCOMP INC.
By:_________________________
Name:
Title: