1
EXHIBIT 4.30
THE CERPLEX GROUP, INC.
August 6, 1997
VIA FACSIMILE TRANSMISSION
To the Persons on the Distribution List
Attached Hereto
Ladies and Gentlemen:
We refer to that certain Waiver Agreement (the "Waiver
Agreement"), dated as of June 30, 1997, among The Cerplex Group, Inc. (the
"Company"), The Northwestern Mutual Life Insurance Company, Xxxx Xxxxxxx Mutual
Life Insurance Company and North Atlantic Smaller Companies Investment Trust
plc. (collectively, the "Noteholders"), as modified by that certain letter
agreement (the "Letter Agreement" and together with the Waiver Agreement, the
"Amended Waiver Agreement"), dated July 10, 1997, among the Company and the
Noteholders. Capitalized terms are used herein with the meanings assigned
thereto in the Amended Waiver Agreement.
The Company hereby requests that you amend the Amended Waiver
Agreement by deleting the date "August 8, 1997" set forth in clause (ii) of the
first sentence of Section 1 of the Amended Waiver Agreement and substituting
"August 14, 1997" therefor.
The Company hereby represents to each of you that (after
giving effect to the Amended Waiver Agreement, as further amended hereby) no
Default or Event of Default under the Note Purchase Agreement exists as of the
date hereof and that the warranties and representations set forth in Section 2
of the Waiver Agreement are true and correct as of the date hereof.
The aforesaid amendment shall become effective upon the
execution of a counterpart of this letter by each of you and upon the Sixth
Amendment to Credit Agreement and Consent (the "Bank Amendment"), dated as of
August 6, 1997, among the Company and the holders of Senior Debt becoming
effective.
Except as specifically provided in this letter, no terms or
provisions of the Amended Waiver Agreement have been modified or changed by
this letter.
In addition to the foregoing request, the Company also hereby
requests that you consent to the sale of the assets of Modcomp/Cerplex L.P., a
Delaware limited
2
partnership ("Modcomp"), including, without limitation, the sale of the capital
stock of the Subsidiaries (as such term is defined in Schedule A hereto) of
Modcomp (collectively, the "Asset Sale") to CSP, Inc., a Massachusetts
corporation ("Buyer"), and the application of the proceeds of the Asset Sale in
accordance with the terms set forth in Schedule A to this letter. Your
execution of a copy of this letter shall evidence your (i) release of any
interest in or encumbrance on the assets being sold pursuant to the Asset Sale
and (ii) agreement that the foregoing consent shall be effective as of August
6, 1997 and may be relied upon by the Company and the Buyer (to whom the
Company will deliver an executed copy of this letter) and their respective
agents and attorneys in consummating such sale.
If you are in agreement with the foregoing, please execute the
copy of this letter attached hereto and return it (via facsimile transmission)
to your counsel, Xxxx & Xxxxxx (860-278-8968).
Sincerely,
THE CERPLEX GROUP, INC.
By_________________________
Name:
Title:
3
AGREED and CONSENTED TO:
THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY
By:________________________________________
Name:
Title:
XXXX XXXXXXX MUTUAL LIFE INSURANCE COMPANY
By:________________________________________
Name:
Title:
NORTH ATLANTIC SMALLER COMPANIES INVESTMENT TRUST PLC
By:________________________________________
Name:
Title:
4
SCHEDULE A
The Asset Sale will be consummated pursuant to the terms of an
Asset Purchase Agreement dated as of August 6, 1997, by and among the Company,
Modcomp, the Buyer, Cerplex Subsidiary, Inc., a Delaware corporation, and
Modcomp Joint Venture, Inc., a Delaware corporation. The assets will include
all of the assets currently used in Modcomp's business, including the shares of
capital stock owned by Modcomp in the following subsidiaries of Modcomp
(collectively, the "Subsidiaries"):
Modcomp Canada Ltd., a Canadian corporation
Modular Computer Systems GmbH, a German corporation
Modcomp France, S.A., a French corporation
Modcomp C.A., a Venezuela corporation
Modular Computer Services, Inc., a Florida corporation
The purchase price will be approximately $8,300,000. The proceeds from the
Asset Sale will be distributed as follows: (i) to the prepayment, in the
aggregate amount of $6,000,000, of Term Loans under and as defined in the Xxxxx
Fargo Credit Agreement, (ii) to the prepayment, in the amount of $2,000,000, of
Revolving Loans under and as defined in the Xxxxx Fargo Credit Agreement, and
(iii) any remaining net proceeds in excess of $8,000,000, 50% to the prepayment
of Term Loans under and as defined in the Xxxxx Fargo Credit Agreement and 50%
to the Company. The $2,000,000 prepayment described in the foregoing clause
(ii) may be reborrowed by the Company on and prior to September 1, 1997, as set
forth in the Bank Amendment. The closing of the Asset Sale is tentatively
scheduled for August 22, 1997.