EXHIBIT 10.8
TUDOR TRUST
450 No. Roxbury Drive, 4th Floor
Xxxxxxx Xxxxx, XX 00000
Telephone: 212/000-0000
E-Mail: XXxxxxx000@xxx.xxx
November 30, 1998
Xyvision, Inc.
00 Xxx Xxxxxxxx Xxxx
Xxxxxxx, XX 00000
Ladies and Gentlemen:
This letter will set forth our agreement with respect to the making of
additional loans by Tudor Trust ("Tudor") to Xyvision, Inc. ("Xyvision").
1. Xyvision is indebted to Tudor in the principal amount of $13,500,000.
Tudor shall loan to Xyvision an additional $600,000 (the "Loan"). The
Loan shall be utilized to fund the payroll, accounts payable and other
overhead expenses of Xyvision for the period through December 18, 1998.
The disbursement of the Loan shall be made to Xyvision on behalf of Tudor
by Xxxxxxxxx, Xxxxxx & Co. in increments upon instructions to them by
Xxxxxxx X. Xxxxxx or his counsel, Xxxxx X. Xxxxx.
2. The Board of Directors of Xyvision has preliminarily approved a
restructuring plan as described in the November 17, 1998 memorandum of
Xxxx and Xxxx to the Board of Directors of Xyvision (the "Plan")
involving, among other elements, the transfer of its publishing software
business assets to a new subsidiary ("NewCo"). An element of the Plan is
the provision of a line of credit by Tudor to NewCo of a mutually agreed
upon amount (the "NewCo Line of Credit").
3. Provided that the Plan is consummated in substantially its present form by
January 1, 1999, the Loan shall become a part of the NewCo Line of
Credit. If the Plan is not consummated in substantially its present form
by January 1, 1999, the Loan will thereafter be due upon demand.
4. The Loan, which shall be evidenced by a promissory note in the form
attached hereto, will bear interest at eight percent per annum prior to
any default and following any default will bear interest at 12 percent
per annum. The Loan will be secured by a first lien on all of the assets
of Xyvision and accordingly the Loan shall constitute an "Advance" under
the Loan Agreement as amended and shall be deemed a part of the
"Obligations" and the "Secured Obligations" under the Amended and
Restated Security Agree ment and the Amended Assignment of Patents and
Trademarks between Xyvision and Tudor pursuant to the provisions of, and
as such documents are described in, the December 2, 1997 Agreement
between Xyvision and Tudor. Following the consummation of the Plan, the
Loan shall be secured solely by all of the assets of NewCo. Xyvision and
Tudor shall execute such additional documents as counsel for either may
determine are reasonably necessary to carry out the provisions of this
paragraph.
5. Prior to any disbursement of the Loan proceeds, the Board of Directors of
Xyvision shall approve the Loan
1
and the provisions of this letter agreement.
6. The provisions of this letter agreement shall be binding upon and inure to
the benefit of Xyvision and Tudor and their respective successors and
assigns.
7. This letter agreement may be signed in counterparts by facsimile.
If this letter correctly sets forth our agreement, please sign and return
a copy hereof.
Very truly yours,
TUDOR TRUST
By: /s/ Xxxxxxx X. Xxxxxx
---------------------
Trustee
Agreed this 30th day of November, 1998
XYVISION, INC.
By: /s/ Xxxxx X. Xxxxx
---------------------
President
2
PROMISSORY NOTE
$600,000
November 30, 1998
Payment. The undersigned, Xyvision, Inc., a Delaware corporation,
("Maker"), hereby promises to pay on demand to the order of Tudor Trust
("Holder"), at c/x Xxxxxxxxx, Xxxxxx & Company, 000 X. Xxxxxxx Xxxxx, 0xx
Xxxxx, Xxxxxxx Xxxxx, XX 00000, the principal sum of Six Hundred Thousand
Dollars ($600,000), or such lesser amount as may be borrowed hereunder by
Maker, together with interest thereon at eight percent (8%) per annum.
Notwithstanding the foregoing, the principal sum and accrued interest of this
Promissory Note shall become a part of the loan to be made by Holder to a new
subsidiary of Maker provided that the plan for the restructuring of Maker set
forth in the memorandum of Xxxx and Xxxx to the Board of Directors of Maker
dated November 17, 1998 is consummated substantially in accordance with the
provisions thereof on or before December 31, 1998. All payments shall be
delivered to Holder at the address set forth above or at such other place as
Holder shall hereafter designate in writing.
Default Interest: Acceleration. Any amount of principal and/or interest
which remains unpaid after the due date thereof shall thereafter bear default
interest at the rate of twelve percent (12%) per annum until paid.
Security. Maker's obligation to pay Holder under this Promissory Note is
secured by a pledge of and security interest in all of the assets of Maker.
Attorneys' Fees. Maker shall reimburse Holder for all costs and expenses,
including reasonable attorneys' fees and court costs, incurred to enforce this
Promissory Note.
Waiver. Maker hereby waives presentment, demand for payment, protest for
nonpayment, notice of dishonor, diligence in collection, and all other
indulgences.
General Provisions. This Promissory Note may not be amended, modified, or
changed unless set forth in an instrument in writing and signed by Holder and
Maker. Whenever used herein, the words "Maker" and "Holder" shall be deemed to
include their respective successors and assigns.
IN WITNESS WHEREOF, the undersigned has duly executed this Promissory Note
as of the day and year first above written.
XYVISION, INC.
By: /s/ Xxxxx X. Xxxxx
---------------------
President
3
