MIRAVANT MEDICAL TECHNOLOGIES
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August 4, 1999
Via Facsimile *****
and Federal Express
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*****
Re: Miravant Medical Technologies ("Miravant")
Dear ▇▇▇▇:
This letter agreement (the "Letter Agreement") will reflect our mutual
agreement regarding Miravant's guaranty of your Sanwa Bank ("Sanwa") loan.
1. You agree that the properties listed below (the "Properties") will be
immediately put up for sale at their appraised values based on an MAI appraisal
or other appraisal acceptable to Miravant, and you will provide Miravant with
copies of the appraisals on the Properties as well as copies of the Listing
Agreements. All proceeds from the sale of any of the Properties will be used to
pay down the Sanwa Loan. If the Properties have not been sold within one hundred
twenty (120) days from the date of this Letter Agreement, you will immediately
reduce the selling prices to prices which, in the opinion of the listing broker,
will lead to a sale but not less than a reduction of ten percent (10%) following
each additional ninety (90) days, and reoccurring each ninety (90) days
thereafter that the Properties remain unsold, either by the owner or the broker,
or you have made the ***** pay-down by another means. You will pay-down the
Sanwa Loan by ***** through the refinancing of the Properties or by other means.
If you do secure such refinancing, then you need not sell the Properties.
2. You will grant Miravant a Second Trust Deed on each of the following
Properties, and in the case of the vacant lot, a First Trust Deed. Miravant has
terminated the request for a Trust Deed on your ***** residence subject to this
matter being resolved immediately. You represent that the status of these
Properties are as follows:
***** Confidential Treatment Requested
Debt Cost Acquisition
Date
*****
(collectively, the "Properties").
3. You will grant Miravant a security interest in the *****
Promissory Note.
Any proceeds from that asset will be immediately applied to the Sanwa Loan.
You will also sign a Form UCC-1 regarding the White Plains Promissory Note.
4. You hereby consent to the transfer by Sanwa of Miravant shares for
payment to Miravant of its original Credit Enhancement Fee of 4,343 shares of
Miravant stock in accordance with the Indemnification Agreement dated February
27, 1998 (the "Indemnification Agreement").
5. *****
6. *****
7. For the foregoing accommodations, you will pay to Miravant, in Miravant
shares held by Sanwa, an Extension Fee of Two Percent (2%) of the balance of the
Sanwa Loan, payable in cash, or shares of Miravant stock, valued as of the last
sale on the trading day prior to the execution of this Letter Agreement, which
is payable upon the execution of this Letter Agreement.
8. Miravant will ask Sanwa to continue its forbearance and extend the Sanwa
Loan, and would also agree to continue to guaranty your obligations to Sanwa for
a period of one year from July 31, 1999, subject to your timely performance of
all obligations to Sanwa or to Miravant.
9. Time is of the essence in this matter since it cannot be resolved
overnight, and we need your immediate agreement so that you can secure
appraisals on the real estate and we can take steps necessary to implement this
transaction, including securing the approval of Pharmacia & Upjohn to this
transaction as well as Miravant's Board of Directors.
10. You ratify and confirm the Indemnification Agreement including, without
limitation, the General Release contained in Paragraph 13 thereof, which will
now apply to all matters through the date of this Letter Agreement.
11. You will either pay Miravant, or authorize Sanwa to pay Miravant,
shares in an amount equal to Miravant's legal fees and costs which are estimated
to be not more than $5,000.
12. You hereby authorize Miravant to view credit reports on you, obtained
by Sanwa.
Please indicate your agreement to the foregoing by signing in the space set
forth below.
***** Confidential Treatment Requested
Very truly yours,
MIRAVANT MEDICAL TECHNOLOGIES
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇▇▇,
Chairman
We agree to the foregoing.
Date: August 5, 1999 /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Date: August 5, 1999 /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
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***** Confidential Treatment Requested