Exhibit 10.39
[LOCKHEED MARTIN CORPORATION LETTERHEAD]
August 6, 1999
CalComp Technology, Inc.
CalComp Inc.
Topaz Technologies, Inc.
1 Centerpointe Drive
Suite 400
LaPalma, California 90623
ATTN: John P. Brincko
Re: Secured Demand Loan Facility, dated as of January 14, 1999, as amended
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July 15, 1999 (the "Secured Facility") and Security Agreement, dated as of
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January 14, 1999 (the "Security Agreement")
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Dear John:
Reference is made to the Secured Facility and the Security 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. ("Technology") and CalComp Inc. ("CalComp") that the
Lender would not provide additional credit capacity beyond that available under
the Amended and Restated Revolving Credit Agreement dated as of December 20,
1996 as amended on March 20, 1998 and July 15, 1998 and the Cash Management
Agreement dated July 23, 1996 as amended (collectively, the "Prior Agreements").
As of January 14, 1999, the $43,000,000 of credit available under the Prior
Agreements had been fully drawn. Those amounts, together with accrued and
unpaid interest and fees, became due and payable in full on January 31, 1999.
On January 14, 1999, the Lender agreed, subject to certain terms and
conditions, to forbear from collecting amounts outstanding under the Prior
Agreements and Technology, CalComp, Topaz Technologies, Inc. ("Topaz") and the
Lender entered into the Secured Facility pursuant to which the Lender has made
available to the Borrowers additional borrowings with a principal amount
outstanding equal to $28,916,356.95 as of the date hereof to facilitate the non-
CalComp Technology, Inc.
August 6, 1999
Page 2
bankruptcy liquidation of Technology, CalComp and Topaz. The Secured Facility
terminates in accordance with its terms as of the date hereof. In addition, on
the date hereof, Technology has filed a Certificate of Dissolution with the
Secretary of State of the State of Delaware pursuant to which Technology intends
to effect its complete liquidation and dissolution under Delaware law.
Technology has requested that the Lender make available to it additional
borrowings under a Subordinated Loan Facility to be entered into by and between
Technology and the Lender immediately following the execution of this letter.
Effective upon execution and delivery of this letter and the Subordinated
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 Lender hereby agrees to forbear from pursuing its rights and remedies
to collect amounts outstanding under the Existing Agreements and the Prior
Agreements until the Termination Date (as defined in the Subordinated Loan
Facility). All principal currently outstanding and, to the extent
permitted by law, interest on the Loans under the Existing Agreement shall
accrue interest at the rate provided for in Section 2.5(b) of the Secured
Facility until repaid in full. All principal currently outstanding and, to
the extent permitted by law, interest on the Loans under the Prior
Agreements shall continue to accrue interest at the rate provided for in
Section 2.5(b) of the Secured Facility, as contemplated by the Side-Letter
Agreement dated January 14, 1999 by and between the Lender, Technology and
CalComp (the "Letter Agreement"). Subject to the foregoing, the parties
agree that the Secured Facility is hereby amended to the extent necessary
to provide that no additional Loans will be made under the Secured Facility
and to provide that no amounts repaid by the Borrowers under the Secured
Facility may be reborrowed under the Secured Facility. Neither this letter
agreement nor the Subordinated Loan Facility shall affect or limit (a) the
Lender's right to collect amounts outstanding under the Existing Agreements
and the Prior Agreements on or after the Termination Date (as defined in
the Subordinated Loan Facility) or (b) the security interest arising under
the Security Agreement securing the Borrowers' obligation to Lender under
the Secured Facility.
2. 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
Subordinated Loan Facility.
3. Except as specifically modified hereby or by the Letter Agreement dated
January 14, 1999, the Existing Agreements and the Prior 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 or
therein.
CalComp Technology, Inc.
August 6, 1999
Page 3
4. 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.
5. 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:________________________
Janet L. McGregor
Vice President and Treasurer
Acknowledged and agreed this
6th day of August, 1999:
CALCOMP TECHNOLOGY, INC.
By:_________________________
Name:
Title:
CALCOMP INC.
By:_________________________
Name:
Title:
TOPAZ TECHNOLOGIES, INC.
By:_________________________
Name:
Title: