[LOGO OF CLINICOR APPEARS HERE]
EXHIBIT 10(s)
July 29, 1999
Finova Mezzanine Capital, Inc.
Attention: Xxx Xxxxxx
000 Xxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxxx, Xxxxxxxxx 00000
Gentlemen:
Reference is made to the Preferred Stock Purchase Agreement between Sirrom
Capital Corporation and Clinicor, Inc. (the "Company") dated November 7, 1997
and to the Articles of Incorporation of the Company, as amended, which Articles
describe the obligation of the Company to pay dividends, out of funds legally
available therefor, to Finova Mezzanine Capital, Inc. (formerly Sirrom Capital
Corporation), the holder of its Class B Preferred Stock ("Finova"). Our
agreement is as follows:
1. The dividends that would otherwise be payable by the Company to Finova
on August 1, 1999 and November 1, 1999 will be suspended and will not be paid,
but will accrue. The Company intends to include language in the form attached
hereto as Exhibit A in its report on Form 10-QSB to be filed on or before August
---------
15, 1999. Finova acknowledges that language substantially in such form is
acceptable to it.
2. The parties acknowledge that in agreeing to forego the August 1 and
November 1 dividend payments, Finova is not waiving any of its rights under
Section B(3)(c) of Section 2 of Article VI of the Company's Articles of
Incorporation. Any dividend payments that are not made (whether on August 1,
1999, November 1, 1999 or thereafter) will be counted in determining whether
Finova is entitled to the special voting rights set forth in Section B(3)(c) of
Section 2 of Article VI.
3. The Company will pay to Finova the February 1, 2000 dividend in the
amount of $150,000 and will pay to Finova on May 1, 2000 all dividends then
accrued and unpaid, to the extent in each case that the Board of Directors of
the Company determines, in the exercise of its good faith discretion, that on
such dates funds are legally available for the payment of dividends in those
amounts. Finova understands and acknowledges that, in order for such dividends
to be paid, the Board must determine that the test set forth in Section
78.288(2)(a) of the Nevada General Corporation Law has been met.
Xxxxxx Xxxxxxxxx Capital
July 29, 1999
Page 2
4. In consideration of Xxxxxx's agreement hereunder, the Company agrees
to pay to Xxxxxx, on or before August 16, 1999, a fee in the amount of $17,500
and agrees to reimburse legal fees of counsel for Finova in the amount of
approximately $8,000.
The Company is in agreement with the foregoing. If Xxxxxx is also in agreement,
please cause a duly authorized officer of Xxxxxx to execute and return one copy
of this letter to us.
Very truly yours,
CLINICOR, INC.
By: /s/ Xxxxx X. Xxxxx, Xx.
------------------------------------------------------
Xxxxx X. Xxxxx, Xx.
Vice President and Chief Financial Officer
Agreed to and accepted this
30/th/ day of July, 1999:
-------- ----
Finova Mezzanine Capital, Inc.
By: /s/ Xxxxx X. Xxxxx
------------------------------------
Name: Xxxxx X. Xxxxx
-----------------------------------
Title: Vice President
----------------------------------
Exhibit A
---------
Item 3. Defaults Upon Senior Securities.
The Company and the holder of its Class B Preferred Stock have mutually agreed
to suspend payment of scheduled August 1 and November 1 quarterly dividends,
each in the amount of $150,000, in order to conserve working capital to finance
the growth in the Company's contract backlog. The suspension of the dividend
does not constitute a default under the Class B Preferred Stock terms. See
"Management's Discussion and Analysis of Results of Operations and Financial
Condition-Liquidity and Capital Resources."
