(EXHIBIT 10.51)
FIRST AMENDMENT TO
CROSS COLLATERALIZATION AGREEMENT
This First Amendment to Cross Collateralization Agreement ("Amendment") is
dated as of January 10, 1996 among Newmarket Capital Group, L.P. ("Newmarket"),
Dayton Way Pictures, Inc. ("DW"), Dayton Way Pictures II, Inc. ("DWII"), Dayton
Way Pictures IV, Inc. ("DWIV"), Allied Pinocchio Productions, Ltd. ("APPL") and
The Xxxxxxx-Xxxxx
Company ("K-L").
R E C I T A L S
WHEREAS, Newmarket, DW, DWII, DWIV, APPL and K-L have entered into that
certain Cross Collateralization Agreement dated as of July 7, 1995, (the
"Agreement") relating to those certain motion pictures presently entitled "THE
GRAVE", "THE NESTING", "THE WHOLE WIDE WORLD" and "THE LEGEND OF PINOCCHIO"; and
WHEREAS, Newmarket, DW, DWII, DWIV and K-L now wish to amend the Agreement;
NOW, THEREFORE, for good and valuable consideration, receipt and
sufficiency of which is hereby acknowledged, Newmarket, DW, DWII, DWIV, APPL and
K-L hereby agree as follows:
1. DEFINITIONS. All capitalized terms not otherwise defined herein are
used herein as defined in the Agreement.
2. AMENDMENT. The parties hereto acknowledge that K-L and ING have been
unable to conclude their loan facility as of the date hereof and therefore APPL
hereby agrees that notwithstanding the provisions of Section 2 of the Agreement,
the "Secured Obligations" under the Pinocchio Security Agreement shall, as of
the date hereof, include all of the obligations of DWII to Newmarket under the
Nesting Loan Agreement, of DW to Newmarket under the Grave Loan Agreement and of
DWIV to Newmarket under the WWW Loan Agreement and DWII, DW and DWIV agree that
the "Secured Obligations" under each of the Nesting Security Agreement, the
Grave Security Agreement and the WWW Security Agreement shall include the
obligations of APPL to Newmarket under the Pinocchio Loan Agreement.
3. EFFECTIVE DATE. This Amendment shall become effective upon delivery
to Newmarket of a fully executed copy of this Amendment. Except as specifically
set forth herein, the parties hereto agree and confirm that the Agreement, the
Grave Security Agreement, the Nesting Security Agreement, the WWW Security
Agreement and the Pinocchio Security Agreement and the other documents related
thereto remain in full force and effect as executed.
4. Each of DW, DWII, DWIV and APPL agree that they shall execute any
further instruments or documents necessary to effectuate the foregoing
provisions.
5. None of this Amendment or any provision hereof may be amended, waived,
discharged or terminated unless such amendment, waiver, discharge or waiver is
in writing signed by the parties hereto. This Amendment shall be deemed to be a
"Credit Document" as defined in each of the Pinocchio Loan Agreement, the Grave
Loan Agreement, the Nesting Loan Agreement and the WWW Loan Agreement.
6. GOVERNING LAW. This Amendment shall be governed by and construed in
accordance with the laws of the State of California. No amendment hereto shall
be effective unless in writing and executed by the parties hereto.
7. COUNTERPARTS. This Amendment may be executed in counterparts all of
which when taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, this Amendment is executed by an authorized signatory
of each of the parties below on the date first set forth above.
DAYTON WAY PICTURES, INC.
By: /s/ Xxxx Xxxxxx
-------------------------------
Name:
Title:
DAYTON WAY PICTURES II, INC.
By: /s/ Xxxx Xxxxxx
-------------------------------
Name:
Title:
DAYTON WAY PICTURES IV, INC.
By: /s/ Xxxx Xxxxxx
-------------------------------
Name:
Title:
ALLIED PINOCCHIO PRODUCTIONS LTD.
By: /s/ Xxxxx Xxxxxxxxx
-------------------------------
Name: Xxxxx Xxxxxxxxx
Title: Authorized Signatory
THE XXXXXXX-XXXXX COMPANY
By: /s/ Xxxxxx Xxxxxxx
-------------------------------
Name:
Title:
NEWMARKET CAPITAL GROUP, L.P.
By: BFB,LLC
Its: Managing General Partner
By: /s/ Will Tyrer
-------------------------------
Name:
Title: President
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