EXHIBIT 10.1
TUDOR TRUST
000 X. Xxxxxxx Xxxxx
0xx Xxxxx
Xxxxxxx Xxxxx, XX 00000
December 31, 1998
Xyvision, Inc.
00 Xxx Xxxxxxxx Xxxx
Xxxxxxx, XX 00000
Ladies and Gentlemen:
This letter will set forth our agreement with respect to the following
outstanding evidences of indebtedness of Xyvision, Inc. ("Xyvision"): (i) 6%
convertible subordinated debentures in the principal aggregate amount of
$1,355,000; (ii) 15% promissory notes in the principal aggregate amount of
$60,000; and (iii) 4% promissory notes in the principal aggregate amount of
$512,000. All of those evidences of indebtedness are hereinafter referred to as
the "Obligations."
Tudor Trust ("Tudor") has made an offer to the holders of the Obligations
to purchase all of their rights with respect to the Obligations in
consideration for a cash payment of ten percent of the principal amount
thereof. A copy of the December 1, 1998 offer of Tudor to the holders is
attached hereto. As you know, Tudor is a substantial shareholder and creditor
of Xyvision. Accordingly, Tudor hereby agrees with respect to all Obligations
which may be purchased by it pursuant to such offer that:
(a) All defaults existing with respect to the purchased Obligations on the
date of purchase shall be waived;
(b) The principal amount of the purchased Obligations shall be reduced to
the purchase price thereof paid by Tudor;
(c) The interest rate of the purchased Obligations shall be eight percent
per annum accruing from and after the dates of purchase; and
(d) The principal and accrued interest of the purchased Obligations shall
be due and payable on March 31, 2000 or upon any earlier maturity of the
separate indebtedness of Xyvision to Tudor pursuant to the First Amendment to
the Second Amended and Restated Secured Advance Facility Loan Agreement dated
December 31, 1998, as amended from time to time.
If this letter correctly sets forth our agreement, please sign and return
the attached copy hereof.
Very truly yours,
TUDOR TRUST
By: /s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx, Trustee
Agreed this 31st day of December, 1998
XYVISION, INC.
By: /s/ Xxxxx X. Xxxxx
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Xxxxx X. Xxxxx, President
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