[LETTERHEAD OF XXXXXXXXX, XXXXXX & XXXXXXXX APPEARS HERE]
Exhibit 99(E)
April 28, 1998
PRIVATE & CONFIDENTIAL
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Estate of Xxxxxx X. Xxxxxx, Deceased
Xxxxxx Property Trust
c/x Xxxxxx Trust Company, in its capacity
as Independent Executor of the Estate
and in its capacity as sole Trustee of the Trust
0000 Xxxx Xxx Xxxxx Xxxxx
Xxxxx 000
Xxxxxxx, XX 00000
Re: Letter Agreement dated March 24, 1998 (the "Original Agreement)
between Xxxxxx Trust Company in its capacity as Independent Executor
of the Estate of Xxxxxx X. Xxxxxx Deceased, and Xxxxxxxxx, Xxxxxx &
Xxxxxxxx Securities Corporation
Dear Sirs:
This letter clarifies and supplements the arrangements contained in the
Original Agreement referred to above. This letter also extends the arrangements
of the Original Agreement to cover 100,000 shares of common stock of TCA Cable
TV, Inc. ("TCA") owned by the Xxxxxx Property Trust (the "Trust").
Although the Trust was not a party to the Original Agreement, the Trust
agrees to be bound by the Original Agreement as if it had signed the Original
Agreement, as modified by this letter, with:
(1) all references to the Estate of Xxxxxx X. Xxxxxx, Deceased (the
"Estate"), in the Original Agreement replaced by references to the Trust;
(2) all references to Xxxxxx Trust Company in its capacity as Independent
Executor of the Estate replaced by references to Xxxxxx Trust Company in its
capacity as sole Trustee to the Trust; and
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(3) all references to the 3,774,594 shares of common stock of TCA owned by
the Estate in the Original Agreement replaced by references to the 100,000
shares of common stock owned by the Trust.
We also agree that the advisory fee payable by the Trust shall be limited to
the fees set forth in this letter.
In connection with our continuing advice in connection with the sale,
monetization and any other transactions involving the 3,774,594 shares of common
stock of TCA that the Estate owns or has the right to acquire, and the 100,000
shares of common stock of TCA that the Trust owns or has the right acquire, we
have discussed the additional possibility of selling the shares (the "Shares")
to one or more third parties unaffiliated with TCA in a transaction registered
under the Securities Act of 1933.
If either the Estate or The Trust sells any Shares in a transaction
registered under the Securities Act of 1933, the seller agrees either (a) to
appoint us as the exclusive placement agent in connection with the sale of the
Shares on a best efforts basis or (b) to use reasonable best efforts to appoint
us the sole manager of an underwritten public offering of any such Shares.
Notwithstanding the provisions of Section 3 of the Original Agreement (i) if
prior to any marketing efforts by us, 14% or more of the Shares are sold to the
purchasers listed on Schedule C to the agreement dated April __, 1998, among
TCA, the Estate and the Trust, we will be entitled to a fee of one percent of
the price to public for all shares sold in such registered transaction or (ii)
otherwise, we will be entitled to a fee of two percent of the price to public
for all shares sold in such registered transaction. In addition, you agree to
reimburse us promptly for all out-of-pocket expenses (including the reasonable
fees and expenses of counsel) incurred by us in connection with any such
registered transaction. The fee payable in any such registered transactions
shall be credited against any advisory fee previously paid or payable pursuant
to Section 3 of the Original Agreement.
The indemnity, reimbursement and contribution obligations of the Trust and
Estate set forth in Schedule 1 of the Original Letter shall not cover losses,
claims, damages, judgments, assessments, costs and other liabilities
("Liabilities") or fees and expenses ("Expenses") caused by any untrue statement
or alleged untrue statement of a material fact contained in a registration
statement (or any amendment thereto), the prospectus (or any amendment or any
supplement thereto) or any preliminary prospectus relating to the Shares or any
omission or alleged omission to make therein a material fact required to be
stated therein or necessary to state the statements therein not misleading to
the extent and only to the extent, that we actually receive indemnification,
reimbursement or contribution for such Liabilities and Expenses from TCA. Except
as modified
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above, the indemnity, reimbursement and contribution provisions of the Original
Agreement shall continue in effect.
Our Willingness to act for each of you as a placement agent or lead manager
of an underwritten transaction is conditioned upon our being given the
opportunity to conduct a due diligence investigation of TCA and receiving
comfort letters from TCA's accountants, legal opinions of TCA's counsel and such
other documentation from TCA, you and your counsel that are customary in
registered transactions.
After receiving this letter, please confirm that the foregoing is in
accordance with your understanding by signing and returning to me a duplicate
copy of this letter.
Very truly yours,
Xxxxxxxxx, Xxxxxx & Xxxxxxxx
Securities Corporation
By: /s/ XXXX XXXXXXXXX
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Xxxx Xxxxxxxxx
Managing Director
Accepted and agreed to
this 29 day of April 1998
Estate of Xxxxxx X. Xxxxxx, Deceased Xxxxxx Property Trust
By: Xxxxxx Trust Company, By: Xxxxxx Trust Company,
as Independent Executor as Sole Trustee
By: /s Xxxxxxx X. Xxxxxx By: /s/ XXXXXXX X. XXXXXX
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Xxxxxxx X. Xxxxxx Xxxxxxx X. Xxxxxx
Vice Chairman Vice Chairman
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