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EXHIBIT 10.21
May 18 1998
APA Excelsior IV, L.P.
APA Excelsior IV/Offshore, L.P.
The P/A Fund, L.P.
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Xxxxxxx Xxxxxxx
000 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Re: Waiver of Covenants Relating to Financing;
Termination of Registration Rights Agreement, dated November 2,
1995
Gentlemen:
Park `N View, Inc., a Delaware corporation (the "Company") and each of
the undersigned are parties to a Securities Purchase Agreement, dated as of
November 2, 1995 (the "Securities Purchase Agreement"). Section 6.21 of the
Securities Purchase Agreement prohibits the Company from entering into any
agreement requiring the Company to make payments of principal or interest
unless such agreement contains a provision permitting any holder of Series A
Preferred Stock to cure any monetary default thereunder. The Company wishes to
issue notes in the aggregate principal amount of up to $75,000,000, which notes
will require the Company to make payments of principal and interest. Each of
the undersigned hereby: (i) waives any requirement that the Company comply with
Section 6.21 of the Securities Purchase Agreement in connection with such notes
in the aggregate principal amount of up to $75,000,000 and the obligations
evidenced thereby, and (ii) acknowledges and agrees that such notes (and any
agreement executed in connection with such notes) will not be required to
include a provision permitting any holder of Series A Preferred Stock to cure
any monetary default under such notes or agreements.
The Company and each of the undersigned also are parties to a
Registration Rights Agreement, dated as of November 2, 1995 (the "1995 Rights
Agreement"). In connection with the issuance and sale of Series B 7% Cumulative
Convertible Preferred Stock, the Company and each of the undersigned executed a
Registration Rights Agreement, dated as of November 13,
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APA Excelsior IV, L.P.
APA Excelsior IV/Offshore, L.P.
The P/A Fund, L.P.
Xxxxxxx Xxxxxxx
May 18, 1998
1996 (the "1996 Rights Agreement"), which the Company and each of the
undersigned intended to supersede and terminate the 1995 Rights Agreement. The
Company and each of the undersigned acknowledge and agree that the 1996 Rights
Agreement superseded and terminated the 1995 Rights Agreement as of the date of
the 1996 Rights Agreement.
If the foregoing is consistent with your understandings, please sign
this letter below where indicated. If you have any questions or comments,
please call at your convenience.
Sincerely,
PARK `N VIEW, INC.
By: /s/ Xxxxx Xxxxxxxx
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Xxxxx Xxxxxxxx, Chief Operating Officer
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APA Excelsior IV, L.P.
APA Excelsior IV/Offshore, L.P.
The P/A Fund, L.P.
Xxxxxxx Xxxxxxx
May 18, 1998
The foregoing letter, dated May 18, 1998, is hereby acknowledged and
agreed:
APA EXCELSIOR IV, L.P.
By: APA EXCELSIOR IV PARTNERS, L.P.
(Its General Partner)
By: PATRICOF & CO. MANAGERS, INC.
(Its General Partner)
By: /s/ Xxxxxx Xxxxxxx
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Name:
-----------------------------------
Title:
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XXXXXX & CO. (CAYMAN) LTD., CUSTODIAN FOR
APA EXCELSIOR IV/OFFSHORE, L.P.
By: PATRICOF & CO. VENTURES, INC.
INVESTMENT ADVISOR
By: /s/ Xxxxxx Xxxxxxx
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Name:
----------------------------------------
Title:
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THE P/A FUND, L.P.
By: APA PENNSYLVANIA PARTNERS, L.P.
(Its General Partner)
By: /s/ Xxxxxx Xxxxxxx
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Name:
----------------------------------------
Title:
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/s/ Xxxxxxx Xxxxxxx
-----------------------------------
Xxxxxxx Xxxxxxx
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