2003 10-K Exhibit 10.95.1





Exhibit 10.95.1


 

 

 

January 29, 2004


 

 

Carl Greenwood 

Greenwood & Son Real Estate Investments

440 W. 1st St.

Tustin, CA 92780


 

RE:Southwall Technologies, Inc.

8175 S. Hardy, Tempe AZ 85284


 

 

Dear Mr. Greenwood:


Thank you for your constructive comments in our recent conference calls.
Consistent with your request, I present the following specific proposal:  




1.Southwall will pay February rent and March rent as it comes
due.


 

2.Southwall submits that rent for any period after March 31, 2004 and
all issues related to the removal of the machines from the premises should be
resolved directly between the Landlord and the Secured Creditors (in the case of
Teijin, Southwall will assume responsibility).  Thus, the balance of this offer
is premised upon the understanding that Southwall will have no obligations
following the payment of March rent other than the obligation to fund the buy-
out described below.

(a)On behalf of Pacific Business Funding, holder of blanket liens
encumbering all of Southwall's assets, Southwall will commit to remove the
"wet coater" machine from the premises, repairing any damage to the
premises caused thereby, prior to March 31, 2003.  


(b)On behalf of Teijin, the secured creditor with respect to PM5,
Southwall agrees as follows:





	For every month or portion thereof that PM5 remains on the Premises after
March, it will pay the Landlord 50% of the monthly rental amount on which the
Landlord and Matrix agree.  (Matrix has two thirds of the machines and thus two
thirds of the responsibility; so long as 








PM5 is on site, it should bear one-half of the rental burden accepted by
Matrix.)  For example, if Matrix pays the Landlord $20,000/month, then Southwall
will pay $10,000/month, thus providing the Landlord a total of $30,000/month.
You should understand that it is Teijin and Southwall's present expectation that
PM5 will be removed prior to March 31.


(ii)When PM5 is removed, Southwall/Teijin will provide the Landlord with
assurances of the repair and restoration of that portion of the Premises
comparable in nature and content with the assurances that Matrix agrees to
provide the Landlord with respect to the removal of PM6 and PM7.  


 





3.Southwall accepts a cash buy-out obligation in the amount of
$367,540.22.  

(a)Southwall recognizes that an aspect of that buy-out obligation is to
effect reimbursement of a property tax bill in the estimated amount of $47,207,
which will fall due in April.  Although coupling this with February and March
rent leaves this proposal more front-end loaded than Southwall would like,
Southwall will attempt to accommodate the Landlord's cash flow needs with an
initial payment on the buy-out of $50,000, delivered on or before April 15,
2004.





	In addition to the $50,000 payment described in 3(a) above, Southwall
proposes the following payment schedule for the remaining $317,540.22:









Beginning with April 1, 2004, Southwall makes monthly payments in the amount
of $26,461.68 through February 1, 2005.  The final payment of $26,461.74 is due
and payable on March 1, 2005.  Payments are due and payable the first or each
month.


 

 

 

 

 



We hope that you will accept this proposal as representing our best effort to
accommodate the Landlord's needs within the context of Southwall's abilities.  I
look forward to hearing from you and concluding this matter quickly.


Very truly yours,


SOUTHWALL TECHNOLOGIES, INC.,


 

By_______________________

Michael E. Seifert

Chief Financial Officer


 

 

 

Acknowledged and agreed to:

THE SOUTHWALL TECHNOLOGIES TENANT-IN-COMMON GROUP

By:  Greenwood & Son, Manager


 

By:_____________________________

Carl J. Greenwood

Managing General Partner