Grove Holdings LLC, et al. – ‘S-4’ on 6/24/98 – EX-10.16

As of:  Wednesday, 6/24/98   ·   Accession #:  1047469-98-25175   ·   File #s:  333-57609, -01

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Registration of Securities Issued in a Business-Combination Transaction   —   Form S-4
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-4         Registration of Securities Issued in a               177    896K 
                          Business-Combination Transaction                       
 2: EX-1.1      Purchase Agrement - April 22, 1998                    36    128K 
 3: EX-3.1      Amended & Restated Limited Liability                  15     53K 
 4: EX-3.2      Articles of Incorporation of Grove Holdings            7     21K 
 5: EX-3.3      By-Laws of Grove Holdings Capital                     38     82K 
 6: EX-4.1      Indenture -- April 29, 1998                          121    442K 
 7: EX-4.4      Registration Rights Agreement - April 29, 1998        24     92K 
 8: EX-4.5      Credit Agmt-4/29/98                                  106    444K 
 9: EX-8.1      Opinion of Paul, Weiss, Rifkind (Tax Matters)          2     14K 
10: EX-10.1     Stock and Asset Purchase - March 10, 1998            112    258K 
19: EX-10.10    Change of Control Agree (Heidings)                     9     38K 
20: EX-10.11    Grove Investors LLC Mgmt Option Plan                  13     46K 
21: EX-10.12    Grove Worldwide LLC Short-Term Incentive Plan          6     27K 
22: EX-10.13    Collateral Agmt - Grove Holdings LLC                  35    149K 
23: EX-10.14    Software License and Support Agmt - Dated 6/29/98     15     72K 
24: EX-10.15    Professional Services Agmt - Dated 6/26/98             9     44K 
25: EX-10.16    Consent Letter Date 4/27/98 From Baan Usa Inc.         2     15K 
11: EX-10.2     Amend to Acquisition Agmt Dtd April 29, 1998          12     40K 
12: EX-10.3     George Grp Agmt 04/29/98 Bet Grove Ww LLC & G Grp     11     45K 
13: EX-10.4     Emp Agmt-Betwn Grove Ww LLC & Salvatore J. Bonanno    22     52K 
14: EX-10.5     Change of Control (Kolinski)                           9     38K 
15: EX-10.6     Change of Control (Shull)                              9     38K 
16: EX-10.7     Change of Control (Sliwa)                              9     38K 
17: EX-10.8     Change of Control (Simmons)                            9     38K 
18: EX-10.9     Change of Control (Urbanek)                            9     38K 
26: EX-12.1     Statement of Computation                               2±    16K 
27: EX-21.1     Subsidiaries of Holdings                               2±    11K 
28: EX-23.1     Consent of Price Waterhouse                            1     10K 
29: EX-23.2     Consent of Ernst & Young LLP                           1     10K 
30: EX-27       Financial Data Schedule                                2     19K 

EX-10.16   —   Consent Letter Date 4/27/98 From Baan Usa Inc.

EX-10.16
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                                                                   Exhibit 10.16

 [LETTERHEAD OF GROVE WORLDWIDE]

 April 7, 1998

Ms. Gloria Bart                                                                 

Baan U.S.A., Inc.                                                               
4600 Bohannon Drive                                                             
Menlo Park, CA 94025                                                            

Re: Consent to Assignment                               

Dear Ms. Bart:                                                                  

         Grove North America, Division of Kidde Industries, Inc. ("Kidde")
requests your company's consent to the proposed transfer of the Agreements,     
described on Exhibit A attached herein (the "Agreements"), from Kidde to Grove  
U.S. L.L.C., a Delaware limited liability company ("Grove US").                 

      Grove Worldwide LLC, a Delaware limited liability company, has
formed Grove US to own and operate substantially all of the business and assets 
of Kidde. Grove US expects to grant to its lenders a security interest in such  
assets, including the Agreements.                                               

            In substance, Kidde proposes to transfer the Agreements to Grove US,
and Grove US will assume certain obligations, including all obligations of Kidde
under the Agreements, effective on the date of transfer. We anticipate that     
Grove US will carry on the business previously conducted by Kidde with respect  
to the transferred assets, including the Agreements, and that the day-to-day    
operations of the business will be essentially unchanged. The effective date of 
the transfer is expected to be on or about April 30, 1998.                      

   We request that your company consent to the above transfer.

       To evidence your company's consent, please have the appropriate
authorized representative of your company sign and return this letter (including
the Exhibit A) to us as soon as possible. A stamped, self-addressed envelope is 
enclosed for your convenience.                                                  

            Time is of the essence. Please respond promptly. As noted above, the
effective date of the transfer is expected to be on or about April 30, 1998.    

EX-10.16
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GROVE WORLDWIDE]                                                                

Ms. Gloria Bart                                                                 
Baan                                                                            
April 7, 1998                                                                   
Page 2                                                                          

       Although our records indicate that the Agreements may contain a
consent to assign requirement in your company's favor, this letter should not be
construed to admit that such consent rights exist or to waive or prejudice our  
right, if any, to treat any failure to respond to this letter as a waiver of    
your company's consent rights, if any.                                          

          Thank you for your assistance. If you have any questions regarding
this request, please contact Ed Wine of my staff at 717-593-5097.               

Sincerely,

       /s/ Keith Simmons

      Keith R. Simmons
           Senior Vice President
         General Counsel and
          Business Development
Enclosure                                                                       

 CONSENT

           The undersigned, on behalf of Baan U.S.A., Inc., hereby consents to
the transfer and grant of a security interest in the Agreements described above.

Signature: /s/ John J. Cordio             Title:  COO -- Americas               

Print Name:    John J. Cordio             Date:   4-21-98                       

EXHIBIT A 

     Software License and Support Agreement, dated June 29, 1996, between Baan
U.S.A., Inc. and Grove North America, Division of Kidde Industries, Inc., as    
amended, and Professional Services Agreement, dated June 26, 1996, between Baan 
U.S.A., Inc. and Grove North America, Division of Kidde Industries, Inc., as    
amended.                                                                        

Dates Referenced Herein

				Referenced-On Page
This ‘S-4’ Filing		Date		First		Last			Other Filings
Filed on:		6/24/98							None on these Dates
		4/30/98		1
		4/7/98		1		2
		6/29/96		2
		6/26/96		2
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