SUPPLEMENT NO. 2 TO THE COPYRIGHT SECURITY
AGREEMENT DATED AS OF NOVEMBER 4, 1997
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WHEREAS, NewStar Media Inc. (formerly known as Dove
Entertainment, Inc.), a California corporation (the "Grantor") is party to that
certain Credit, Security, Guaranty and Pledge Agreement, dated as of November 4,
1997, (as the same may be amended, modified or otherwise supplemented from time
to time, the "Credit Agreement"), among the Grantor, the Corporate Guarantors
named therein (the "Guarantors") and The Chase Manhattan Bank, as Lender (the
"Lender");
WHEREAS, pursuant to the terms of the Credit Agreement, the
Grantor has granted to the Lender a security interest in all right, title and
interest of the Grantor in and to all personal property, whether now owned,
presently existing or hereafter acquired or created, including, without
limitation, all right, title and interest of the Grantor in, to and under any
item of Product (such term being used herein as defined in the Copyright
Security Agreement referred to below) and any copyright or copyright license,
whether now existing or hereafter arising, acquired or created, and all proceeds
thereof or income therefrom, to secure the payment and performance of the
Obligations (such term being used herein as defined in the Credit Agreement)
pursuant to the Credit Agreement;
WHEREAS, the Grantor is a party to a Copyright Security
Agreement, dated as of November 4, 1997 (as the same has been, or may hereafter
be, amended or supplemented from time to time, the "Copyright Security
Agreement"), pursuant to which the Grantor has granted to the Lender, as
security for the Obligations, a continuing security interest in all of the
Grantor's right, title and interest in and to each and every item of Product,
the scenario, screenplay or script upon which an item of Product is based, all
of the properties thereof, tangible and intangible, and all domestic and foreign
copyrights and all other rights therein and thereto, of every kind and
character, whether now in existence or hereafter to be made or produced, and
whether or not in possession of the Grantor, all as more fully set forth in the
Copyright Security Agreement;
WHEREAS, the Grantor has acquired or created additional items
of Product since the date of execution of the Copyright Security Agreement and
the most recent Supplement thereto and holds certain additional copyrights and
rights under copyright with respect to items of Product;
WHEREAS, Schedule 1 to the Copyright Security Agreement does
not reflect (I) item(s) of Product acquired or created by the Grantor since the
date of execution of the Copyright Security Agreement and the most recent
Supplement thereto or (ii) all the copyrights and rights under copyright held by
the Grantor;
THEREFORE,
A. The Grantor does hereby grant to the Lender, as security, a
continuing security interest in and to all of the Grantor's right,
title and interest in and to each and every item of Product being added
to Schedule 1 to the Copyright Security Agreement pursuant to paragraph
(b) below, the scenario, screenplay or script upon which such item of
Product is based, all of the properties thereof, tangible and
intangible, and all domestic and foreign copyrights and all other
rights therein and thereto, of every kind and character, whether now in
existence or hereafter to be made or produced, and whether or not in
possession of the Grantor, all as contemplated by, and as more fully
set forth in, the Copyright Security Agreement.
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B. Schedule 1 to the Copyright Security Agreement is hereby
supplemented, effective as of the date hereof, so as to reflect all of
the copyrights and rights under copyright with respect to the item(s)
of Product in and to which the Grantor has granted a continuing
security interest to the Lender pursuant to the terms of the Copyright
Security Agreement and the Credit Agreement. The following item(s) of
Product and copyright information are hereby added to Schedule 1 to the
Copyright Security Agreement:
Date Registration
Title Registration No. Applied For
----- ---------------- ------------------
The Book of Prayers: A Man's Guide to Reaching God 2/9/98
Another City, Not My Own 12/17/97
Animal Tales From Many Lands 12/17/97
Always Outnumbered, Always Outgunned 12/17/97
Abuse of Power 12/7/97
Then Came Heaven 12/4/97
Sudden Mischief 4/3/98
Stone Soup For The World 4/3/98
Sin 12/17/97
The Poetry of Xxxx Xxxxxxx 12/17/97
The Poetry of the Romantics 12/4/97
Xxxxx Rabbit and Other Stories 12/17/97
Perfect Witness 12/17/97
Only Love 12/4/97
The Old Curiosity Shop 2/9/97
Night Train 4/3/98
Xxxxx Xxxxxxx Presents Malice Domestic Vol. 3 2/9/98
The Last Valentine 2/9/98
The Last Hostage 2/9/98
Irish Whiskey 4/3/98
Hit Man 2/9/98
The High-Tech Personal Efficiency Program 12/4/97
The Greatest Mysteries of All Time (Volume 4) 2/9/98
The Greatest Mysteries of All Time (Volume 3) 12/17/97
The Gospel According to the Son 12/4/97
Golden Age of Radio: Xxx Xxxxxx Xxxxx Xxxxx'x Sherlock Xxxxxx 2/9/98
Xxxxx: A Tribute to the People's Princess 12/4/97
Damage 2/9/98
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Except as expressly supplemented hereby, the Copyright
Security Agreement shall continue in full force and effect in accordance with
the provisions thereof on the date hereof. As used in the Copyright Security
Agreement, the terms "Agreement", "this Agreement", "this Copyright Security
Agreement", "herein", "hereafter", "hereto", "hereof" and words of similar
import, shall, unless the context otherwise requires, mean the Copyright
Security Agreement as supplemented by this Supplement.
Except as expressly supplemented hereby, the Copyright
Security Agreement, all documents contemplated thereby and any previously
executed Supplements thereto, are each hereby confirmed and ratified by the
Grantor.
The execution and filing of this Supplement, and the addition
of the item(s) of Product set forth herein to Schedule 1 to the Copyright
Security Agreement are not intended by the parties to derogate from, or
extinguish, any of the Lender's rights or remedies under (I) the Copyright
Security Agreement and/or any agreement, amendment or supplement thereto or any
other instrument executed by the Grantor and heretofore recorded or submitted
for recording in the U.S. Copyright Office or (ii) any financing statement,
continuation statement, deed or charge or other instrument executed by the
Grantor and heretofore filed in any state or country in the United States of
America or elsewhere.
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IN WITNESS WHEREOF, the Grantor has caused this Supplement No.
2 to the Copyright Security Agreement to be duly executed by its duly authorized
officer as of May 14, 1998.
NEWSTAR MEDIA INC.
(formerly known as Dove Entertainment, Inc.)
By: /S/ XXXXXX XXXXXX
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Xxxxxx Xxxxxx
Vice President
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STATE OF California )
: ss.:
COUNTY OF Los Angeles )
On this the 19th day of May, 1998, before me, Xxxxxxxx Xxxx,
the undersigned Notary Public, personally appeared Xxxxxx Xxxxxx
[X] personally known to me,
[ ] proved to me on the basis of satisfactory evidence, to be
the Vice President of the corporation known as NewStar Media Inc. who executed
the foregoing instrument on behalf of the corporation, and acknowledged that
such corporation executed it pursuant to a resolution of its Board of Directors.
WITNESS my hand and official seal.
/S/ XXXXXXXX XXXX
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Notary Public
[SEAL]
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