To: Hal Campbell who wrote (3530 ) 4/27/2001 2:02:05 PM From: don_lapre Read Replies (1) | Respond to of 4169 Hal, What are your thoughts about the millions that Bramson loaned himself from the AXC coffers? These notes are basically secured with AXC stock, the 400k cross we saw last fall was approved as collateral. I am no wizard with these cryptic filings and transactions, but on the surface they look bad. Thoughts? >>> In November 2000, SIC assumed Mr. Bramson's obligation under another note payable to the Company, which was secured by a pledge of 400,000 shares of the Company's Class A Stock held by Mr. Bramson. In connection with its assumption of the debt represented by this note, SIC issued a new note to the Company, and Mr. Bramson transferred the pledged shares to SIC, with the Company's consent. The note issued by SIC bears interest at the rate of 6.34%, matures in October 2007, and is secured by a pledge of the 400,000 shares transferred to SIC. The largest aggregate amount outstanding under the note during 2000 was $1,015,000.50, which was the amount outstanding on March 31, 200l. Mr. Bramson paid $73,234 of interest, in cash, on this note in 2000. The Company also holds a secured promissory note issued by SH Securities Co., LLC ("SHSC"), a limited liability company controlled by Mr. Bramson. This note bears interest at the rate of 5.74%, matures in October 2008, and is secured by a pledge of 400,000 shares of Class A Stock held by SHSC, which are the sole significant assets of SHSC. In recognition of Mr. Bramson's contributions to the Company, the Board of Directors agreed to reduce the principal amount of this note by $176,000 each year, and to forgive the accrued interest payable on each interest payment date, commencing in 1998 and ending on the maturity date of the note in 2008. On behalf of the Company, the Board subsequently requested Mr. Bramson and SHSC to consent to eliminating the annual principal reductions, effective with the principal reduction scheduled for October 2000. The interest forgiveness will continue on each interest payment date until the final maturity of the note. In consideration of Mr. Bramson's and SHSC's agreement to terminate the scheduled principal reductions, the Company agreed to convert the note to a non-recourse obligation of SHSC. In October 2000, $106,075.20 of interest on the note was forgiven. The largest amount outstanding under this note during 2000 was $1,848,000.freeedgar.com freeedgar.com freeedgar.com freeedgar.com