EXHIBIT 2.8
August 1, 1997
Foothill Capital Corporation
00000 Xxxxx Xxxxxx Xxxxxxxxx, Xxxxx 0000
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Ladies and Gentlemen:
The undersigned is the President of OSP Publishing, Inc.("OSP"), a
Delaware corporation ("Borrower"). In order to induce you (the "Lender") to
enter into that certain Forbearance Agreement between Borrower, Global One
Distribution & Merchandising, Inc., ("Global One"), BEx Corp. ("BEx"), Xxxxx
Xxxxxxx Studios, Inc. ("KR, and together with Global One and BEx, the
"Obligors") and you of even date herewith (the "Forbearance Agreement"),
providing for the orderly liquidation of your collateral securing Borrower's
and Obligor's Obligations to you under that certain Amended and Restated Loan
and Security Agreement dated August 29, 1996 (the "Loan Agreement"), the
undersigned hereby agrees with Lender to furnish support to Lender in one or
more of the following respects, in each case if and to the extent requested
by Xxxxxx and not in contravention of any fiduciary obligations then owing by
the undersigned to the Borrower or to any creditor of Borrower other than
Xxxxxx as a matter of law or pursuant to the order of any court then having
jurisdiction over the undersigned:
1. the undersigned will participate in the formulation of a plan of
disposition for any property of the Borrower or any Obligor then standing
as Collateral to Lender for any credit then or thereafter extended by the
Lender to the Obligors and upon such terms as the undersigned believes to
be best designed to maximize the proceeds obtainable from such disposition,
in order to repay the Obligations of the Obligors to the Lender arising
from such credit extensions and will cause Borrower and each Obligor party
thereto to execute against that plan, including, but not limited to, the
orderly collection Accounts and the sale of Inventory, modifying and
revising it with Xxxxxx's consent as any modification or revision appears
to be desirable;
2. the undersigned will assist Xxxxxx in reconstructing records of Xxxxxxxx
and each Obligor concerning such credit extensions, collateral and
collateral dispositions and/or assuring that Borrower and each Obligor
maintain such records as Lender may request;
3. the undersigned will, on behalf of and for the Borrower and each Obligor,
execute and deliver such necessary applications, instruments and documents,
and make such necessary amendments to such applications, instruments and
documents, and do or cause to be done all such other acts and things, as
may be reasonably necessary to Lender in order to secure any approval or
consent of, or make any registration, declaration or filing with or obtain
any exemption from any governmental agency or regulatory body, in a timely
manner, if
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in Xxxxxx's opinion it is necessary or advisable to secure any such
approval, license, permit or consent, to make such registration,
declaration or filing or to obtain such exemption with respect to any of
the foregoing activities; and
4. the undersigned will take such other actions as Lender may reasonably
request to furnish support to Lender in the collection of the obligations
of the Obligors to the Lender.
To effect the foregoing, the undersigned will, subject only to any
of the aforedescribed fiduciary obligations, act as Xxxxxx's agent or
representative or, if Lender elects, as the agent or representative of
Borrower and each Obligor, for a period of up to six (6) months on up to a
full-time basis, with such duties as Lender may require of the undersigned;
provided, however, that, during such period, the undersigned shall not have
any authority to bind Xxxxxx, except to the extent, if any, granted in
writing by Xxxxxx. The undersigned understands that the services of the
undersigned hereunder as the agent or representative of Lender or Borrower
and each Obligor shall be entirely at Lender's option, and Lender may or may
not, in its discretion, require the undersigned to provide such services. In
addition, Xxxxxx shall have the right, at any time or from time to time, to
terminate or limit the activities of the undersigned hereunder. The
undersigned further understands that, to the extent that Lender requires such
services of the undersigned hereunder, Xxxxxx will either pay the undersigned
or arrange for the undersigned to be paid at the rate of One Hundred Fifty
Dollars ($150) per hour for the time and duties performed.
The undersigned hereby agrees to save you harmless and indemnify you
from and against all loss, damage or injury which you may in any manner
sustain in whole or in part by reasons of any fraud, deceit or criminal act
committed by the undersigned or by any employee of Borrower or any Obligor at
the express direction of the undersigned, or by your reliance on any
intentionally and materially false, erroneous, misleading, inaccurate,
incorrect or incomplete information furnished to you by the undersigned or by
any employee of Borrower or any Obligor at the express direction of the
undersigned.
This Agreement shall be governed by and construed in accordance with
the internal laws (as opposed to the conflicts of law provisions) of the
State of California.
This Agreement shall inure to the benefit of you and your successors
and assigns. Capitalized terms not otherwise defined herein shall have the
meaning as ascribed to such terms in the Loan Agreement.
Very truly yours,
/s/ XXXXXX XXXXXXX
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Xxxxxx Xxxxxxx
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