Exhibit 10.7
AGREEMENT
This agreement ("AGREEMENT") dated as of October 19, 2006 ("Effective
Date") is made by and between SOYO, INC. ("Soyo") a Nevada corporation having
its principal place of business at 0000 Xxxxx Xxxxxxx Xxxxxx Xxxxxxx XX 00000,
and CORION INDUSTRIAL CORP USA ("Corion") a California corporation having its
principal address at 0000 Xxxxxxxx Xxx Xxx Xxxx XX 00000. Soyo and Corion are
sometimes collectively referred to in this Agreement as the "Parties"
A. Corion is currently selling and has in the past sold products to
Soyo; and
B. Soyo has incurred a debt to Corion for products purchased between
January 2006 and March 2006, in the amount of $8,033,529.00; and
C. Soyo has been servicing this debt to Corion and as of October 19,
2006, there remains an outstanding balance owed to Corion of $4,252,682.00 (the
"Debt"); and
D. The Parties desire to reach a mutually beneficial settlement
relating to this Debt and to resolve other issues which have arisen between the
Parties.
In consideration of the foregoing, the Parties agree, promptly upon the
execution of this Agreement, to negotiate and enter into an agreement which
shall contain the following provisions, as well as such other provisions as the
Parties may agree upon:
1. Soyo agrees to pay Corion the sum of Fifty Thousand dollars
($50,000.00) each week until the total sum of payments equals the
amount of the Debt.
2. Notwithstanding the foregoing, Soyo shall have the right, at its sole
discretion, to defer four (4) payments during each calendar quarter.
Two (2) of these payments shall be deferred until the calendar quarter
following their deferral on a date selected by Soyo, and the remaining
two (2) payments shall be paid in weekly installments following all
regularly scheduled payments, but in any event not later than October
1, 2008.
3. Each of the Parties shall characterize Debt as a long term debt.
4. No interest shall be charged on the Debt.
5. Soyo shall pay the Debt in full by no later than October 1, 2008.
6. Until the Debt is paid in full, and subject to paragraph 8 below, Soyo
agrees not to give any other supplier a consensual lien with priority
senior that of Corion, except for purchase money liens and other
similar interests.
7. Upon execution of this Agreement, and in anticipation of any further
agreements between the Parties, Corion shall terminate any and all
existing financing statements filed with any and all governmental
authorities, and Corion hereby authorizes Soyo to file some
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termination statements as Soyo may determine are necessary or
appropriate to achieve the foregoing.
8. Corion understands that Soyo is indebted to Eastech Electronics, Inc.
("Eastech") for product purchased by Soyo. Corion agrees that Soyo may
grant to Eastech a security interest in Soyo's assets and accounts
pari passu with any security interest granted by Soyo to Corion.
9. As long as Soyo is not in default of this Agreement, Corion agrees not
to be a party to any organized effort to force Soyo into an
involuntary bankruptcy filing.
10. This Agreement constitutes the entire agreement and understanding
between the Parties and integrates all prior discussions between them
related to the subject matter hereof. This Agreement shall be governed
under the laws of the State of California. In the event that any
provision of this Agreement is held invalid or unenforceable for any
reason, such invalidity or unenforceability shall attach only to such
provision and shall not affect or render invalid any other provision
of this Agreement. If any legal action, including arbitration, arises
relating to this Agreement, the prevailing party shall be entitled to
recover its court costs, expenses and reasonable attorneys' fees
incurred because of that legal action.
The Parties recognize that the foregoing constitute only a part of the terms
which will be contained in the agreement or agreements covering the repayment of
the Debt and resolution of other disputes between the Parties.
Soyo, Inc. Corion Industrial Corp USA
By /s/ Xxxxx Xxx By /s/ Xxxx Xx
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Name Xxxxx Xxx Name Xxxx Xx
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Title CFO Title President
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