Exhibit 10.08
May 28, 1999
Xx. Xxxx Xxxxxxx
Hispano Television Ventures, Inc.
0000 Xxxxxxxx Xxxxx
Xxxxxx, Xxxxx 00000
Re: Loan Agreement, dated May 28, 1999, by and among
Hispano Television Ventures, Inc. and certain Investors
named therein
Dear Xxxx:
In connection with the above referenced agreement (the "Loan Agreement"),
this letter confirms that I am the sole shareholder of ATN Network, Inc., a
Texas corporation ("ATN"), having acquired the shares by assignment from Xxx
Xxxxxxx, Xxxxx Xxxxxxx, Xxxxxx Xxxxxx and Xxxx X. Xxxxxx in December 1998. To
avoid legal action by me against the other shareholders for misrepresentation in
connection with my original investment in ATN, the prior shareholders of ATN
conveyed all the common stock of ATN to me at that time. I have furnished to you
original stock certificates endorsed in blank by all the prior shareholders as
evidence of the foregoing.
Also accompanying this letter is an Assignment Separate from Certificate
conveying all of the issued and outstanding shares of ATN's capital stock to
Hispano Television Ventures, Inc. ("HTV"). This delivery is being made in
consideration for the issuance to me of 1,066,667 shares of HTV's common stock
pursuant to Section 4.01(f) of the Loan Agreement. In connection with such
issuance, I agree to be bound as though I were a "Principal" to the covenants
and agreements of the "Principals" set forth in Sections 5 and 6 of the Loan
Agreement relating to the election of directors of HTV and restrictions on
transfers of my shares of common stock of HTV; provided, however I intend to
transfer 533,333 of my HTV shares to Xx. Xxxxxx X. Xxxxxx at the earliest date
possible. My transfer to Xx. Xxxxxx will be subject to his agreement to be
similarly bound by Sections 5 and 6 of the Loan Agreement.
Except for my intended transfer to Xx. Xxxxxx, I represent to HTV that I am
acquiring its shares of common stock for my own account for the purpose of
investment and not with a view to or for sale in connection with any
distribution of the shares. I further understand that the HTV shares have not
been registered under the Securities Act of 1933, as amended, and that my
certificate and Xx. Xxxxxx'x certificate for the HTV shares will bear a legend
to that effect.
Sincerely,
/s/ Xxx X. Xxxxxx
Xxx X. Xxxxxx
cc: Xxxx Xxxxxx
