THE CHASE MANHATTAN BANK
000 XXXX XXXXXX
XXX XXXX, XXX XXXX 00000
April 28, 1998
Dove Entertainment, Inc.
0000 Xxxxxxx Xxxxxxxxx
Xxx Xxxxxxx, XX 00000
Attention: Xxxx Xxxxxx
Ladies and Gentlemen:
Reference is made to that Credit, Security, Guaranty and
Pledge Agreement dated as of November 4, 1997, as amended (as so amended, the
"Credit Agreement") among Dove Entertainment, Inc. (the "Borrower"), the
Corporate Guarantors named therein and The Chase Manhattan Bank (the "Lender").
All capitalized terms used herein and not otherwise defined herein shall have
the meanings given them in the Credit Agreement.
The Borrower has requested that the Lender consent to the
exclusion of the Excluded Prepayments (as defined below) from the prepayment and
other payment requirements set forth in Sections 2.9(h) and 3A(c) of the Credit
Agreement.
By its signature below, the Lender hereby consents to the
exclusion of the Excluded Prepayments from the respective prepayment and payment
requirements set forth in Sections 2.9(h) and 3A(c) of the Credit Agreement;
provided, that (i) that portion of the Excluded Prepayments consisting of the
$215,000 advance by American Broadcasting Companies, Inc. under the Futuresport
ABC Contract shall be deposited in the production account for "Futuresport" (as
set forth in Section 2.2(g) of the Credit Agreement), (ii) that portion of the
Excluded Prepayments consisting of the $165,000 advance by Columbia TriStar Home
Video under the Futuresport Columbia Contract shall be deposited in the
production account for "Futuresport" (as set forth in Section 2.2(g) of the
Credit Agreement) and (iii) that portion of the Excluded Prepayments consisting
of the Home Video Residual Amount shall be paid to the Screen Actors Guild, the
Directors Guild of America and/or the Writers Guild of America (or their
respective designees) as applicable.
The term "Excluded Prepayments" means, collectively, (i) the
$215,000 advance payable to the Futuresport Borrower by American Broadcasting
Companies, Inc. under the Futuresport ABC contract as part of the payment
payable on completion of principal photography of "Futuresport", (ii) the
$165,000 advance payable by Columbia TriStar Home Video under the Futuresport
Columbia Contract upon execution of such agreement and delivery of chain of
title and (iii) payments under the Futuresport Columbia Contract in an amount
equal to the Home Video Residual Amount. The "Home Video Residual Amount" is the
amount payable to the Screen Actors Guild, the Directors Guild of America and
the Writers Guild of America for residuals (including pension, health and
welfare payments) for the exploitation of "Futuresport" on home video; provided,
that the amount payable to such guilds shall not exceed $120,000 in the
aggregate.
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By execution hereof, the Credit Parties hereby represent and
warrant that as of the date hereof, there exists no Default of Event of Default.
This letter agreement may be executed in counterparts, each of
which shall constitute an original, but all of which when taken together, shall
constitute one and the same instrument.
Except to the extent expressly set forth above, this Letter
Agreement does not constitute a modification or waiver of any provision of the
Credit Agreement. Except as expressly modified herein, and all terms of the
Credit Agreement shall remain in full force and effect.
Please acknowledge your agreement with the foregoing by
signing in the space indicated below.
Very truly yours,
THE CHASE MANHATTAN BANK
By: /s/ XXXXXXXX X. XXXXXX
--------------------------------
Name: Xxxxxxxx X. Xxxxxx
Title: Vice President
AGREED as of the date written above:
DOVE ENTERTAINMENT, INC.
By: /s/ XXXX XXXXXX
--------------------------------
Name: Xxxx Xxxxxx
Title: Vice President & Chief Financial Officer
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