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EXHIBIT 10.55
SUBORDINATION AGREEMENT
SUBORDINATION AGREEMENT dated as of
November 4, 1997 (as amended, supplemented
otherwise modified, renewed or replaced from
time to time, the "Subordination Agreement")
among (i) DOVE ENTERTAINMENT, INC.
("Borrower"), (ii) DOVE INTERNATIONAL, INC. and
DOVE FOUR POINT, INC. (collectively, the
"Corporate Guarantors"; together with the
Borrower, the "Obligors"), (iii) ▇▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇,
▇▇▇▇ ▇. ▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇ (each an
"Individual Guarantor"), (iv) MEDIA EQUITIES
INTERNATIONAL, L.L.C. ("MEI"; and together with
the Individual Guarantors, the "Subordinated
Creditors"), and (v) THE CHASE MANHATTAN BANK
(the "Lender").
Introductory Statement
Pursuant to the terms of a Credit, Security, Guaranty and Pledge
Agreement dated as of November 4, 1997 among Obligors and the Lender (the
"Credit Agreement"), the Lender has agreed, subject to the terms and conditions
thereof, to make loans (the "Loans") to the Borrower. The Credit Agreement, the
Note referred to therein and the other documents, instruments and agreements
contemplated thereby as they may be amended or otherwise modified from time to
time, shall hereinafter be referred to as "Senior Obligation Documents". For
purposes of this Subordination Agreement, unless otherwise defined herein,
capitalized terms used herein shall have the respective meanings given to such
terms in the Credit Agreement.
Pursuant to the terms of the Guaranty Agreement, the Individual
Guarantors have agreed to provide an unconditional guaranty of the payment of
the Obligations (as defined in the Credit Agreement) in an amount equal to the
lesser of (x) $2,000,000 and (y) the amount by which the actual borrowings by
the Borrower exceeds the Borrowing Base in accordance with the terms of the
Credit Agreement and Guaranty Agreement, subject to the limitations set forth
therein (the "Maximum Guaranty Amount"); provided, that in the case of any
Individual Guarantor, such guarantor's guaranty obligation shall not exceed the
product of 110% of such Individual Guarantor's ownership interest in Media
Equities International, L.L.C. as of the date
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of the Credit Agreement multiplied by the Maximum Guaranty Amount. Pursuant to
the terms of a certain Fee Agreement dated as of November 4, 1997 (the "Fee
Agreement") between the Borrower and MEI, the Borrower has agreed to pay the sum
of $25,000 per year and to reimburse MEI for any payments made to the Lender by
the Individual Guarantors under the Guaranty Agreement. The obligations of the
Obligors to repay any amounts payable to MEI or the Individual Guarantors in
connection with the Guaranty Agreement and Fee Agreement are hereinafter
referred to as the "Subordinated Obligations." Any promissory note evidencing
any loan, any replacements or substitutes therefore with respect to the
Subordinated Obligations and any related loan agreement, security agreement or
any other related agreement, including without limitation, the Fee Agreement,
with respect to the Subordinated Obligations are hereinafter referred to as
"Junior Obligation Documents".
In order to induce the Lender to enter into the Credit Agreement, the
Subordinated Creditors have agreed, subject to the provisions of this
Subordination Agreement, that the Subordinated Obligations shall be subordinate
to the Senior Obligations (as hereinafter defined).
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, receipt of which is hereby acknowledged, the parties
hereto hereby agree as follows:
1. Agreement to Subordinate. Each Subordinated Creditor agrees
that the Subordinated Obligations are and shall be subordinate and subject in
right of payment, to the extent and in the manner hereinafter set forth, to the
prior payment in full of the Senior Obligations and that any guarantees,
security interests, mortgages and other liens securing payment of the
Subordinated Obligations are and shall be subordinate, to the fullest extent
permitted by law and as hereinafter set forth, to any guarantees, security
interests and mortgages and other liens securing payment of the Senior
Obligations, notwithstanding the perfection, order of perfection or failure to
perfect, any such security interest or other lien, or the filing or recording,
order of filing or recording, or failure to file or record this Subordination
Agreement or any instrument or other document in any filing or recording office
in any jurisdiction. The term "Senior Obligations" shall mean all obligations of
the Obligors under the Senior Obligation Documents including, without
limitation, whether outstanding at the date hereof or hereafter incurred or
created, all obligations to pay principal, premium, if any, interest (including,
without limitation, interest accruing after the commencement of any bankruptcy,
insolvency, reorganization or similar proceedings with respect to the Obligors,
whether or not determined to be an allowed claim in any such proceeding),
charges, costs, expenses and fees including, without limitation, the
disbursements and reasonable fees of counsel to the Lender, all obligations to
reimburse or indemnify the Lender in any way, and all renewals, extensions,
restructurings, refinancings or refunding of any indebtedness under the Senior
Obligation Documents in the nature of a "workout" or otherwise.
The expressions "prior payment in full", "payment in full", "paid in
full" or any other similar term(s) or phrase(s) when used herein with respect to
Senior Obligation Documents
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shall mean the payment in full, in cash, of all of the Senior Obligations and
the termination of the Commitment.
2. Restrictions on Payment of the Subordinated Obligations, Etc.
Except after the Blockage Period (as defined below), the Subordinated Creditors
shall not ask, demand, ▇▇▇ for, take or receive, directly or indirectly, from
any Obligor or any affiliate thereof, in cash or other property, by set-off, by
realizing upon collateral, foreclosing on any lien or otherwise, exercise any
remedies or rights under the Junior Obligation Documents or by executions,
garnishments, levies, attachments or by any other action relating to the
Subordinated Obligations, or in any other manner, payment of, or additional
security for, all or any part of the Subordinated Obligations unless and until
the Senior Obligations shall have been paid in full. Each of the Subordinated
Creditors and the Lender agree that if any Default (as defined in the Credit
Agreement) occurs and is continuing, pursuant to which the Lender may, or
following notice or lapse of time would be able to, accelerate the maturity of
the Senior Obligations, and if the Lender gives written notice of the event of
default to the Obligors and the Subordinated Creditors (a "Blockage Notice"),
then, unless and until such event of default has been cured or waived or has
ceased to exist or the Subordinated Creditors and the Obligors receive notice
from the Lender terminating the Blockage Period (as defined below), during the
270 days after the delivery of such Blockage Notice (the "Blockage Period"), the
Subordinated Creditors shall not exercise any of the rights or remedies
described in the preceding sentence. The Lender shall provide the Subordinated
Creditors with such Blockage Notice within (10) Business Days' after it obtains
knowledge of such Default, in which case the Blockage Period shall commence from
the date such notice is received by the Subordinated Creditors; provided,
however, that in the event the Lender fails to deliver such notice within such
10-day period, the Blockage Period shall commence from the date the Lender
obtained knowledge of such Default. The Obligors will not make any payment on
any of the Subordinated Obligations, or take any other action, in contravention
of the provisions of this Subordination Agreement.
3. Additional Provisions Concerning Subordination. Each
Subordinated Creditor and each of the Obligors agree as follows:
a. In the event of (i) any dissolution, winding up, liquidation
or reorganization of any of the Obligors (whether voluntary or involuntary and
whether in bankruptcy, insolvency or receivership proceedings, or upon an
assignment for the benefit of creditors or proceedings for voluntary or
involuntary liquidation, dissolution or other winding up of any of the Obligors,
whether or not involving insolvency or bankruptcy, or any other marshalling of
the assets and liabilities of any of the Obligors or otherwise); or (ii) any
Event of Default or an event which with notice and/or passage of time would
constitute an Event of Default (as such term is defined in the Credit
Agreement), or any default, demand for payment or acceleration of maturity
regarding the Subordinated Obligations:
(1) all Senior Obligations shall first be paid to the
Lender in full before any payment or distribution is made upon the principal of
or interest on or any fees, costs,
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charges or expenses in connection with the Subordinated Obligations, and before
any other action described in Section 2 and 4 hereof is taken by any
Subordinated Creditor; and
(2) any payment or distribution of assets of any of
the Obligors, whether in cash, property or securities to which the Subordinated
Creditors would be entitled with respect to the Subordinated Obligations except
for the provisions hereof, shall be paid or delivered by the Obligors, or any
receiver, trustee in bankruptcy, liquidating trustee, disbursing agent, agent or
other person making such payment or distribution, directly to the Lender, to the
extent necessary to pay in full all Senior Obligations remaining unpaid, after
giving effect of any concurrent payment or distribution to the Lender before any
payment or distribution is made to any Subordinated Creditor;
b. In any proceeding referred to or resulting from any event
referred to in subsection (a) of this Section 3 commenced by or against any of
the Obligors, each Subordinated Creditor will duly and promptly take such action
as the Lender may reasonably request to (i) demand, ▇▇▇ for, collect and receive
any and all payments or distribution referred to in subsection (a) of this
Section 3 which may be payable or deliverable upon or with respect to the
Subordinated Obligations and to file appropriate claims or proofs of claim with
respect thereto, and (ii) execute and deliver to the Lender such powers of
attorney, assignments or other instruments as the Lender may request in order to
enable it to enforce any and all claims with respect to the Subordinated
Obligations. In the event the Subordinated Creditors fail to take such action
upon the Lender's request, the Lender may, and is hereby irrevocably authorized
and empowered (in its own name or in the name of the Subordinated Creditors or
otherwise) but shall have no obligation to, (i) demand, ▇▇▇ for, collect and
receive any and all payments or distribution which may be payable or deliverable
upon or with respect to the Subordinated Obligations and to give acquittance
therefore, (ii) file appropriate claims or proofs of claim in respect of the
Subordinated Obligations and (iii) take such other action as the Lender may deem
necessary or advisable for the exercise or enforcement of any of the rights or
interests of the Lender hereunder.
c. All payments or distributions upon or with respect to the
Subordinated Obligations which are received by any of the Subordinated Creditors
contrary to the provisions of this Subordination Agreement shall be deemed to be
the property of the Lender, shall be received in trust for the benefit of the
Lender, shall be segregated from other funds and property held by any of the
Subordinated Creditors and shall be forthwith paid over to the Lender in the
same form as so received (with any necessary endorsement) to be applied to the
payment or prepayment of the Senior Obligations until the Senior Obligations
shall have been paid in full;
d. Each Subordinated Creditor hereby waives any requirement for
marshalling of assets by the Lender in connection with any foreclosure of any
lien of the Lender under the Senior Obligation Documents;
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e. Each Subordinated Creditor shall not take any action to
impair or otherwise adversely affect the foreclosure of, or other realization of
the Lender's rights under the Senior Obligation Documents; and
f. The Lender is hereby authorized to demand specific
performance of this Subordination Agreement at any time when any Subordinated
Creditor shall have failed to comply with any of the provisions of this
Subordination Agreement, and each Subordinated Creditor hereby irrevocably
waives any defense based on the adequacy of a remedy at law which might be
asserted as a bar to such remedy of specific performance.
4. Subrogation. Subject to the payment in full of all Senior
Obligations to the extent of payments received by the Lender for application
against the Senior Obligations which would be payable to any of the Subordinated
Creditors for application against the Subordinated Obligations but for the
provisions of this Agreement, the applicable Subordinated Creditor shall be
subrogated to the rights of the Lender to receive payments or distributions of
cash, property or securities of any of the Obligors applicable to the Senior
Obligations until the principal of (and premium, if any) and interest on the
Subordinated Obligations shall be paid in full; and, for the purposes of such
subrogation, no payments or distributions to the Lender of any cash, property or
securities to which any of the Subordinated Creditors would be entitled with
respect to the Subordinated Obligations except for the provisions of this
Section, and no payments over to the Lender pursuant to the provisions of this
Subordination Agreement by any of the Subordinated Creditors, shall, as between,
the Obligors, its creditors other than the Lender, and the Subordinated
Creditors, be deemed to be a payment by the Obligors to or on account of the
Senior Obligations. However, each Subordinated Creditor agrees that no payment
or distribution to the Lender pursuant to the provisions of this Subordination
Agreement shall entitle the Subordinated Creditors to exercise any rights of
subrogation in respect thereof until the Senior Obligations shall have been paid
in full.
5. Legend. Each Subordinated Creditor and the Obligors will
cause each promissory note evidencing any of the Subordinated Obligations, any
replacement thereof and any mortgage or security document relating thereto to
include the following provision:
"The principal amount of the indebtedness evidenced or
secured by this instrument is subordinated to other
indebtedness pursuant to, and to the extent provided in, and
is otherwise subject to the terms of, the Subordination
Agreement dated as of November 4, 1997 by and among Dove
Entertainment, Inc., the Individual Guarantors named
therein, Media Equities International, L.L.C. and The Chase
Manhattan Bank."
6. Negative Covenants of the Subordinated Creditors. So long as
any of the Senior Obligations shall remain outstanding, each Subordinated
Creditor will not, without the prior written consent of the Lender:
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a. Sell, assign, pledge, encumber or otherwise dispose of any
instrument evidencing the indebtedness owed to any Subordinated Creditor or any
collateral securing the Subordinated Obligations unless such sale, assignment,
pledge, encumbrance or other disposition is made expressly subject to this
Subordination Agreement and the other party to such sale, assignment, pledge,
encumbrance or other disposition consents in writing to be bound by the terms
hereof;
b. Permit the terms of the Junior Obligations Documents or
collateral securing any Subordinated Obligations to be changed in any way which
would limit or impair these subordinated provisions, allow the interest payable
on the Subordinated Obligations to be no greater than as is currently set forth
in the Junior Obligation Documents;
c. Declare all or any portion of the Subordinated Obligations
due and payable prior to the date fixed therefor or realize upon, or otherwise
exercise any remedies with respect to, any collateral securing the Subordinated
Obligations or take any other action prohibited by Section 2 hereof; or
d. Subject to Section 2 hereof, commence, or join with any
creditor other than the Lender in commencing any proceeding referred to in
Section 3(a).
7. Obligations Unconditional. All rights and interests of the
Lender hereunder, and all agreements and obligations of the Subordinated
Creditors and the Obligors hereunder, shall remain in full force and effect
irrespective of:
a. Any lack of validity or enforceability of any Senior
Obligation Document or any other agreement or instrument relating thereto;
b. Any change in the time, manner or place of payment of, or in
any other term of, all or any of the Senior Obligations, or any other amendment
or waiver of or any consent to departure from any Senior Obligation Document;
c. Any exchange, release or nonperfection of any collateral, or
any release or amendment or waiver of or consent to departure from any guaranty,
for all or any of the Senior Obligations; or
d. Any other circumstances which might otherwise constitute a
defense available to, or a discharge of, any of the Obligors in respect of the
Senior Obligations or any of the Subordinated Creditors or the Obligors in
respect of this Subordination Agreement.
8. Further Assurances. Each Subordinated Creditor and the
Obligors will, at their own expense and at any time and from time to time,
promptly execute and deliver all further instruments and documents, and take all
further action that the Lender may reasonably request, in order to perfect or
otherwise protect any right or interest granted or purported to be granted
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hereby or to enable the Lender to exercise and enforce its rights and remedies
hereunder. Each Subordinated Creditor further authorizes the Lender to file UCC
financing statements and any amendments thereto or continuations thereof with
regard to the Subordinated Obligations without the Subordinated Creditors'
signatures.
9. Expenses. The Obligors agree to pay to the Lender, upon
demand, the amount of any and all reasonable expenses, including the reasonable
fees and expenses of counsel for the Lender, which the Lender may incur in
connection with the exercise or enforcement against any of the Subordinated
Creditors of any of the rights or interests of the Lender hereunder.
10. Notice. All demands, notices and other communications which
any party hereto may desire or may be required to give to any other party
hereunder shall be in writing (including telegraphic communication) and shall be
mailed, telecopied, telegraphed or delivered to such other party at its address
as follows:
a. to the Lender at:
The Chase Manhattan Bank
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇ ▇. ▇▇▇▇▇ III
With a copies to:
Chase Securities Inc.
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
and
▇▇▇▇▇▇, ▇▇▇▇▇ & Bockius LLP
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Esq.
b. to the Obligors at:
Dove Entertainment, Inc.
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇, Esq. and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
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c. to the Subordinated Creditors at:
Media Equities International, L.L.C.
c/o H.A.M. Media Group LLP
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇ ▇▇▇▇▇▇
With a copy to:
▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Singer & ▇▇▇▇▇▇▇▇▇, LLP
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇ ▇▇▇▇▇▇▇, Esq.
or to any such party at such other address as shall be designated by such party
in a written notice to each other party, complying as to delivery with the terms
of this Section 10. All such demands, notices, and other communications shall be
effective when received.
11. SERVICE OF PROCESS. EACH SUBORDINATED CREDITOR AND EACH OF
THE OBLIGORS HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF THE STATE COURTS
OF THE STATE OF NEW YORK AND THE JURISDICTION OF THE UNITED STATES DISTRICT
COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, FOR THE PURPOSE OF ANY SUIT, ACTION
OR OTHER PROCEEDING ARISING OUT OF OR BASED UPON THIS SUBORDINATION AGREEMENT OR
THE SUBJECT MATTER HEREOF BROUGHT BY THE LENDER OR ITS SUCCESSORS OR ASSIGNS IN
EITHER OF THE ABOVE- MENTIONED FORUMS AT THE SOLE OPTION OF THE LENDER. EACH
SUBORDINATED CREDITOR AND EACH OF THE OBLIGORS TO THE EXTENT PERMITTED BY
APPLICABLE LAW, (A) HEREBY WAIVES AND AGREES NOT TO ASSERT, BY WAY OF MOTION, AS
A DEFENSE, OR OTHERWISE, IN ANY SUCH SUIT, ACTION OR PROCEEDING, ANY CLAIM THAT
HE OR IT, AS APPLICABLE IS NOT SUBJECT PERSONALLY TO THE JURISDICTION OF THE
ABOVE-NAMED COURTS, THAT HIS OR ITS PROPERTY IS EXEMPT OR IMMUNE FROM ATTACHMENT
OR EXECUTION, THAT THE SUIT, ACTION OR PROCEEDING IS BROUGHT IN AN INCONVENIENT
FORUM, THAT THE VENUE OF THE SUIT, ACTION OR PROCEEDING IS IMPROPER OR THAT THIS
SUBORDINATION AGREEMENT OR THE SUBJECT MATTER HEREOF MAY NOT BE ENFORCED IN OR
BY SUCH COURT, (B) HEREBY WAIVES THE RIGHT TO REMOVE ANY SUCH ACTION, SUIT OR
PROCEEDING INSTITUTED BY THE AGENT IN STATE COURT TO FEDERAL COURT, AND (C)
HEREBY WAIVES IN ANY SUCH ACTION, SUIT OR PROCEEDING ANY OFFSETS OR
COUNTERCLAIMS (EXCEPT FOR COMPULSORY COUNTERCLAIMS). EACH SUBORDINATED CREDITOR
AND EACH OF THE OBLIGORS HEREBY CONSENTS TO SERVICE OF PROCESS BY
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REGISTERED MAIL AT THE ADDRESS TO WHICH NOTICES ARE TO BE GIVEN. EACH
SUBORDINATED CREDITOR AND EACH OF THE OBLIGORS AGREES THAT HIS OR ITS SUBMISSION
TO JURISDICTION AND HIS OR ITS CONSENT TO SERVICE OF PROCESSES BY MAIL IS MADE
FOR THE EXPRESS BENEFIT OF THE LENDER. FINAL JUDGMENT AGAINST THE SUBORDINATED
CREDITORS OR ANY OF THE OBLIGORS IN ANY SUCH ACTION, SUIT OR PROCEEDING SHALL BE
CONCLUSIVE, AND MAY BE ENFORCED IN OTHER JURISDICTIONS (A) BY SUIT, ACTION OR
PROCEEDING ON THE JUDGMENT, A CERTIFIED OR TRUE COPY OF WHICH SHALL BE
CONCLUSIVE EVIDENCE OF THE FACT AND OF THE AMOUNT OF ANY INDEBTEDNESS OR
LIABILITY OF THE SUBORDINATED CREDITORS OR ANY OF THE OBLIGORS THEREIN DESCRIBED
OF (B) IN ANY OTHER MANNER PROVIDED BY OR PURSUANT TO THE LAWS OF SUCH OTHER
JURISDICTION; PROVIDED, HOWEVER, THAT THE LENDER MAY AT ITS OPTION BRING SUIT,
OR INSTITUTE OTHER JUDICIAL PROCEEDINGS AGAINST THE SUBORDINATED CREDITORS OR
ANY OF THE OBLIGORS OR ANY OF THEIR RESPECTIVE ASSETS IN ANY ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ OR OF ANY COUNTRY OR PLACE WHERE THE SUBORDINATED
CREDITORS, ANY OF THE OBLIGORS OR THEIR RESPECTIVE ASSETS MAY BE FOUND. EACH
SUBORDINATED CREDITOR AND EACH OF THE OBLIGORS FURTHER COVENANTS AND AGREES THAT
SO LONG AS THIS SUBORDINATION AGREEMENT SHALL BE IN EFFECT, EACH SHALL MAINTAIN
A DULY APPOINTED AGENT FOR THE RECEIPT AND ACCEPTANCE ON ITS BEHALF OF SERVICE
OF SUMMONS AND OTHER LEGAL PROCESSES, AND UPON FAILURE TO DO SO THE CLERK OF
EACH COURT TO WHOSE JURISDICTION IT HAS SUBMITTED SHALL BE DEEMED TO BE HIS OR
ITS, AS APPLICABLE RESPECTIVE DESIGNATED AGENT UPON WHOM SUCH PROCESS MAY BE
SERVED ON HIS OR ITS, AS APPLICABLE, BEHALF, AND NOTIFICATION BY THE ATTORNEY
FOR PLAINTIFF, COMPLAINANT OR PETITIONER THEREIN BY MAIL OR TELEGRAPH TO THE
SUBORDINATED CREDITOR OR ANYB OF THE OBLIGORS OF THE FILING OR EACH SUIT, ACTION
OR PROCEEDING SHALL BE DEEMED SUFFICIENT NOTICE THEREOF.
12. Miscellaneous.
a. No amendment of any provision of this Subordination Agreement
shall be effective unless it is in writing and signed by each of the
Subordinated Creditors, each of the Obligors and the Lender, and no waiver of
any provision of this Subordination Agreement, and no consent to any departure
therefrom, shall be effective unless it is in writing and signed by the Lender,
and any such waiver or consent shall be effective only in the specific instance
and for the specific purpose for which given.
b. No failure on the part of the Lender to exercise, and no
delay in exercising, any right hereunder shall operate as a waiver thereof; nor
shall any single or partial exercise of any such right preclude any other or
further exercise thereof or the exercise of any other right.
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c. Any provision of this Subordination Agreement which is
prohibited or unenforceable in any jurisdiction, shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or invalidity without
invalidating the remaining portions hereof or thereof or affecting the validity
or enforceability of such provision in any other jurisdiction.
d. This Subordination Agreement shall be binding on the
Subordinated Creditors and the Obligors and their respective successors and
assigns including without limitation any holders of the instruments evidencing
the Subordinated Obligations.
e. This Subordination Agreement may be executed by one or more
of the parties to this Subordination Agreement on any number of separate
counterparts, and all of said counterparts taken together shall be deemed to
constitute one and the same instrument.
f. This Subordination Agreement shall be governed by and
construed in accordance with the laws of the State of New York.
IN WITNESS WHEREOF, the parties hereto have executed this
Subordination Agreement on the date first above written.
OBLIGORS:
DOVE ENTERTAINMENT, INC.
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
-------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇
Title: Chief Financial Officer
DOVE INTERNATIONAL, INC.
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
-------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇
Title: Chief Financial Officer
DOVE FOUR POINT, INC.
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
-------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇
Title: Chief Financial Officer
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SUBORDINATED CREDITORS:
/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
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▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
/s/ ▇▇▇▇ ▇▇▇▇▇
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/s/ ▇▇▇▇▇ ▇▇▇▇▇▇
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MEDIA EQUITIES INTERNATIONAL, L.L.C.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: President
THE CHASE MANHATTAN BANK
Executed in
New York, New York
on February 13, 1998 By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
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