EX-10(82)
Amendment to Escrow Agreement
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Amendment, dated as of October 30, 1997, to Escrow Agreement, as amended,
among ▇▇▇▇▇▇'▇ Entertainment, Inc., ▇▇▇▇▇▇'▇ Operating Company, Inc., and
NationsBank ("Escrow Agreement");
Whereas, Section 5.02 of the Escrow Agreement provides that the Escrow
Agreement may be amended by written agreement of the parties thereto without
obtaining the consent of the Participants if the amendment does not adversely
affect the rights of the Participants;
Whereas, the Human Resources Committee of the Board of Directors of
▇▇▇▇▇▇'▇ Entertainment, Inc. approved an amendment to the Escrow Agreement on
October 30, 1997, concerning the appointment of an EDCP Investment Committee,
and said amendment does not adversely affect the rights of Participants;
Whereas, the parties to the Escrow Agreement desire to amend the Escrow
Agreement as authorized by the Human Resources Committee.
NOW THEREFORE, the parties to the Escrow Agreement hereby agree to amend
the Escrow Agreement as follows:
1. The following subsection (d) is added following 2.02(c) of the Escrow
Agreement:
"(d) The Human Resources Committee of the Company's Board of
Directors may appoint an Investment Committee consisting of four
corporate officers of the Company (the "EDCP Committee").
Notwithstanding anything herein to the contrary, the EDCP Committee
shall, by majority vote which may include action by a majority of
such Committee members acting by written consent, have authority to
determine investment guidelines and procedures and to select and
approve the various investments of any assets held in the Escrow
Fund including cash and any assets or investments contained within
or held under insurance policies in the Escrow Fund. The Escrow
Agent may rely upon a letter from the Secretary or Assistant
Secretary of the Company or from Management Compensation Group
(MCG) that reports any decision
made by the EDCP Committee, and the Escrow Agent agrees to carry
out such decision as soon as reasonably practicable after receipt
of any such letter. The Escrow Agent and the Company may designate
MCG or the Company's Controller to deal directly with any insurance
carriers for purposes of implementing these investment decisions.
All such investments shall be held by the Escrow Agent pursuant to
this Escrow Agreement and subject to the terms hereof, as amended.
The Escrow Agent shall act only as an administrative agent in
carrying out directed investment transactions in accordance with
this paragraph and shall not be responsible for any investment
decision. If a directed investment transaction violates any duty to
diversify, to maintain liquidity or to meet any other investment
standard or other requirement under this Escrow Agreement or
applicable law, the entire responsibility shall rest upon the
Company. The Escrow Agent shall be fully protected in acting upon
or complying with any restrictions or directions provided in
accordance with this paragraph."
IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date written above.
▇▇▇▇▇▇'▇ ENTERTAINMENT, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Title:
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▇▇▇▇▇▇'▇ OPERATING COMPANY, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Title:
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NATIONSBANK
By: /s/ R. ▇▇▇▇ ▇▇▇▇▇▇
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Title: Vice President
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▇▇▇▇▇▇'▇ Entertainment, Inc.
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Certified Resolution
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I, Assistant Secretary of ▇▇▇▇▇▇'▇ Enteratinment, Inc., (the "Company")
hereby certify that the attached resolution was adopted by the Human Resources
Committee of the Company's Board of Director on October 30, 1997 and said
resolution is still in full force and effect.
February 9, 1998 /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Assistant Secretary,
▇▇▇▇▇▇'▇ Entertainment, Inc.
EDCP -
Appointment of
Investment RESOLVED, that an EDCP Investment Committee is hereby
Committee established to determine investment guidelines and
procedures and to select or approve investments related to
the Executive Deferred Compensation Plan including, but not
limited to, investments of variable insurance policies and
other assets held in escrow under the Escrow Agreement with
NationsBank, such committee to have authority to secure
professional investment advice, and the committee will
further report annually to the Human Resources Committee
concerning its decisions and the results of the
investments;
RESOLVED, that the EDCP Investment Committee will consist
of four corporate officers appointed by the Human Resources
Committee, and that ▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇ ▇.
▇▇▇▇▇▇▇▇▇, and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, be, and they hereby are,
appointed as the initial members of such Investment
Committee;
RESOLVED, that the EDCP Investment Committee shall, by
majority vote of the members, be authorized to establish
procedures for its meetings and actions including, but not
limited to, voting and quorum requirements;
RESOLVED, that any amendments and other actions related to
the Escrow Agreement with NationsBank that may be necessary
or appropriate to implement the EDCP Investment Committee
be, and such amendments and actions hereby are, approved;
RESOLVED, that each of the officers of the Company (the
"Officers"), or their designees appointed in writing be,
and each of them hereby is, authorized to take any action
to execute and deliver, on behalf of the Company, and to
perform the Company's obligations under, any and all
documents, agreements, contracts, and other instruments
that any one or more of the Officers deem necessary or
desirable to evidence or give effect to the action
contemplated in the foregoing resolutions, all upon such
terms and conditions, not inconsistent with the aforesaid
resolutions, as any one or more of the Officers or their
designees may approve; and
RESOLVED, that this Committee hereby adopts the form and
content of any resolutions that any one or more of the
Officers, or their designees, deem necessary to evidence
the approval by the Company of, or carry into effect, the
actions contemplated by the foregoing resolutions if (1) in
the opinion of such Officer, or such Officer's designee, so
acting, the adoption of such resolutions is necessary or
advisable, and (2) the Secretary of the Company evidences
such adoption by filing with the minutes of this meeting
copies of such resolutions which shall thereupon be deemed
to be adopted by this Committee and incorporated in the
minutes as a part of this resolution with the same force
and effect as if presented and approved at this meeting.
