THE YUCAIPA COMPANIES
EXHIBIT 10.27
October 9, 2002
Messrs. Xxxxxx X. Xxxxxxxx and Xxxx Xxxxx VIA FEDERAL EXPRESS
Members, Board of Directors Phone: (000)000-0000
Simon Marketing Air Xxxx #__________
0000 Xxxxxxx Xxxx Xxxx
Xxxxx 000
Xxx Xxxxxxx, XX 00000
Re: Management Agreement Dated November 10, 1999 Between The Yucaipa
Companies, LLC and Cyrk, Inc., Now Known As Simon Marketing-Settlement
Offer
Dear Xxxxxx and Xxxx:
Based on Previous discussions between you and other representatives of Simon and
representatives of Yucaipa, LLC, we have agreed that amounts due and payable
under the subject agreement should be handled separately from any "settlement"
or other disposition associated with ownership of Series A Preferred Stock of
Simon.
Pursuant to Section 8 of the Management Agreement dated November 10, 1999 (the
"Agreement") a termination fee is due and payable in the amount of $2,500,000.
In addition, under Section 3 of the Agreement, payments are due and payable for
the period December 2001 through October 2002 at $41,666.67 a month, none of
which payments have been received. The total payments in arrears under Section 3
are equal to $458,333.37.
The total due, pursuant to Section 8 and Section 3 of the Agreement, is
$2,958,333.37.
To avoid the cost and expense of litigation to collect the amounts due under the
Agreement, we are willing to accept $1,500,000, which equals approximately 50.7%
of our claim.
Upon receipt of a wire transfer in that amount, we agree that the subject
Agreement is terminated and of no further force or effect and further agree that
all payments of any kind of character, whether under Section 3, Section 8, or
any other provision of the Agreement, will be deemed paid in full and that no
further sums of any kind or character will be due or payable to The Yucaipa
Companies, LLC pursuant to the Agreement.
If Simon is in agreement with our settlement proposal, I would appreciate it if
you would execute a copy of this letter in the space provided below and return
it to my attention. If
0000 Xxxx Xxxxxx Xxxxxxxxx / Xxx Xxxxxxx, Xxxxxxxxxx 00000
Telephone (000) 000-0000 / Fax (000) 000-0000
Xx. Xxxxxx X. Xxxxxxxx
October 3,2002
Page 2 of 2
payment is not received on or before October 17,2002, we will assume that there
is no interest in settlement and we will pursue our rights and remedies with
respect to the collection of amounts due under the Agreement.
We look forward to hearing from you.
The Yucaipa Companies, LLC
/s/ Xxxxxx X. Xxxxxxxxxx
------------------------------
By: Xxxxxx X. Xxxxxxxxxx,
Vice President
The settlement proposal set forth in this letter is hereby agreed to and
accepted this 17th day of October, 2002.
Simon Worldwide Marketing
By:/s/ J. Xxxxxxx Xxxxx
----------------------------
RPB/mg
cc: Xxx Xxxxxx
Xxx Xxxxxxx
Xxxxx Xxxxxxxxx
