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EXHIBIT 10.22
CONFIDENTIAL
AMERIVISION LETTERHEAD
July 14, 1999
Xx. Xxxxx Xxxxxx
0000 Xxxxxxxxx Xxxxx, Xxxxx 0000
Xxxxxxxx Xxxx, Xxxxxxxx 00000
Dear Tracy:
This letter is to set forth our agreement as previously discussed.
The Company's financial records reflect an accrued return of capital
payable to you of $3,225,000 at March 31, 1999 (the "Account"). As a condition
to the Coast loan to the Company, you agreed to subordinate your Account to the
Coast loan and to defer payment of that Account (which is described in the Coast
agreement dated February 4, 1999 as a note with a principal balance of
$3,275,108 at January 1, 1999) as described in pages 28 and 29 of the Coast
agreement. The Company's financial records at March 31, 1999 also reflect
current liabilities of $41,719,000, current assets of $18,516,000 and a retained
earnings (deficit) of ($32,291,000). The Company desires to defer payment of the
Account to a future time when the Company's financial condition has improved and
the Company has funds available, legally and in good business practice, to pay
the Account.
In consideration of your subordination of the Account to the Coast loan
and your deferral of payment of the Account as provided in the Coast agreement
and as further provided herein, the Company will pay you $300,000 a year until a
determination by the Board of the Company, based on legal opinions or judicial
review, that the Company can or cannot pay the Account consistent with
applicable laws. The Board will undertake such a determination no later than
December 31, 2001. If the Board so determines that the Account can be paid,
payment in full shall be due immediately or in accordance with other
arrangements between you and the Company and the annual payments shall be
credited as payments on the Account.
In no event will the Company make payments under this agreement in
excess of the amounts of payment to you as allowed under the Coast agreement or
that would otherwise cause the Company to violate the Coast agreement or to
cause a default thereunder.
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Xx. Xxxxx Xxxxxx
July 14, 1999
Page 2
If this letter sets forth your agreement with the Company, please
execute in the space provided below.
Very truly yours,
AMERIVISION COMMUNICATIONS, INC.
By: /s/ Xxxxxxx X. Xxxxxxxx
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Xxxxxxx X. Xxxxxxxx
President/CEO
Agreed to and accepted:
/s/ Xxxxx Xxxxxx
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Xxxxx Xxxxxx
July 14, 1999
