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EXHIBIT 99.7
April 23, 2001
Xxxxxxxx Communications Group, Inc.
One Xxxxxxxx Center, Suite 2600
Tulsa, Oklahoma
Attention: Xxxxx Xxxxxxxx
Re: Deferral of Certain Payment Obligations
When executed by you in the space provided below, this letter will
evidence the agreement between Xxxxxxxx Communications Group, Inc. ("WCG") and
The Xxxxxxxx Companies, Inc. ("TWC"), regarding the deferral of certain payment
obligations due from WCG to TWC subject to the terms and conditions set forth
herein. All capitalized terms used herein but not otherwise defined herein shall
have the meanings set forth in that certain Administrative Services Agreement
among TWC and certain of its subsidiaries, and WCG and certain of its
subsidiaries dated as of September 30, 1999, as the same may have heretofore
been amended (the "Services Agreement").
1. This letter agreement applies to Service Charges owed by WCG to the
Xxxxxxxx Group for Services provided by the Xxxxxxxx Group pursuant to
the terms of the Services Agreement and the various charges owed by WCG
to one or more members of the Xxxxxxxx Group pursuant to that certain
Separation Agreement among WCG and TWC, as amended and restated on
April 23, 2001 (the "Separation Agreement"), and other agreements
referenced therein, each as amended (collectively, the "Service
Charges").
2. TWC hereby agrees to permit WCG to defer payment of up to $100 million
of Service Charges incurred prior to the date of this letter agreement
("Deferred Amounts") until March 15, 2002.
3. In the event WCG elects to defer payment of all or any portion of
Services Charges it has incurred, such Deferred Amounts shall accrue
interest at a rate equal to 8.25% per annum from the date upon which
they would have been due but for this letter agreement until paid in
full with accrued interest.
4. This letter agreement shall terminate upon the earlier of repayment in
full of all Deferred Amounts, plus interest accrued with respect
thereto, or March 15, 2002. Upon such
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termination all outstanding Deferred Amounts plus interest accrued with
respect thereto shall be immediately due and payable in full.
5. The Services Agreement and Separation Agreement as hereby modified, are
hereby ratified and confirmed in all respects, including without
limitation the representations and warranties therein. The execution,
delivery and effectiveness of this letter agreement shall not, except
as expressly provided herein, operate as a waiver of any right, power
or remedy of any party under the Services Agreement or the Separation
Agreement.
6. This letter agreement shall be governed by and construed in accordance
with the laws of the State of Oklahoma, without regard to conflict of
law principles, and any applicable laws of the United States of
America, in all respects, including construction, validity and
performance.
7. This letter agreement shall be binding upon the parties hereto and upon
their respective successors, heirs and assigns.
8. The undersigned represent and warrant that they have all requisite
authority to bind the respective parties hereto.
If the foregoing correctly reflects our agreement, please execute the
duplicate originals in the space provided below and return one executed original
to the undersigned.
THE XXXXXXXX COMPANIES, INC.
By: /s/ XXXX X. XXXXXXXX
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Title: Xxxx X. XxXxxxxx
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Date: 4-23-01
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XXXXXXXX COMMUNICATIONS GROUP, INC.
By: /s/ XXX X. XXXXX
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Title: Xxx X. XxXxx
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Date: 4-23-01
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