EXHIBIT 4
March 24, 1998
Xx. Xxxxxx X. Xxxxx
President
Chase Polish Enterprises, Inc., General Partner
Cable Investment L.P.
Polish Investments Holding L.P.
Xxx Xxxxxxxxxx Xxxxx
Xxxxxxxx, XX 00000
Re: Access to @Entertainment Shares
Dear Xx. Xxxxx:
By way of this Letter Agreement, the undersigned, constituting all of
the Class A and Class B limited partners of Cable Investment LP., a
Delaware limited partnership ("CILP"), hereby set forth our understanding
with you, in your capacity as i) the sole general partner of CILP, and
(ii) the sole general partner of Polish Investments Holding L.P., a
Delaware limited partnership ("PIHLP"), in which CILP has its principal
investment in regard to 1,633,500 @Entertainment, Inc. common shares (the
"Shares"), owned by PIHLP and indirectly owned by CILP. It is our
intention that this Letter Agreement serve as a instruction by us,
constituting all of the limited partners of CILP, to you, as general
partner of CILP and PIHLP.
Our intention is that the Shares will eventually be held by CILP for
the benefit of its Class B limited partners and you, as CILP general
partner. The current structure is such that CILP owns a 99% Class B
limited partnership interest in PIHLP. The Class B PIHLP limited
partnership interest indirectly owns rights to the Shares. Eventually, it
is intended that the Class B limited partnership interest owned by CILP in
PIHLP will be redeemed by PIHLP in exchange for a transfer to CILP by PIHLP
of such Shares. It is also our intention to permit you, as general partner,
to redeem the interests of the Class B limited partners of CILP by making a
distribution of all or any portion of the Shares in full or partial
redemption of the Class B limited partner interests.
You are the sole general partner of PIHLP and CILP. Documents have
previously been drafted to permit you, in your absolute discretion, to
consummate the above described redemptions. In accordance with this Letter
Agreement, you agree to complete these redemptions to the best of your
ability. Upon the request of any Class B limited partner of CILP of CILP.
No other Class B limited partner or Class A limited partner of CILP will
interfere in any manner whatsoever with your completing the transfer of the
Shares from PIHLP to CILP and, in turn, from CILP to the Class B limited
partner or partners.
If a Class B limited partner of CILP wishes you to consider the sale
of any portion of such Shares which such Class B limited partner's interest
indirectly represents, that Class B limited partner will request such from
you and you will effect such sale to your best of your ability at the PIHLP
or CILP level in your capacity as general partner. Such sale of all or a
portion of the Shares may also may be followed by a partial or complete
redemption of the applicable CILP Class B limited partner's interests, in
whole or in part, by way of the distribution of the net proceeds resulting
from the sale of the Shares. The other Class B limited partners and the
Class A limited partners agree to take no action which will interfere with
your efforts to sell all or a portion of the Shares on behalf of CILP or to
effect such redemption of a Class B limited partner's interest as a
consequence of your actions in regard to the particular Class B limited
partner's request.
Finally, as you know, a Class B limited partner is entitled to request
withdrawal from the Company or to request the liquidation of such limited
partner's interest. Such withdrawal or liquidation is possible only with
your consent as general partner of CILP. A Class B limited partner also is
entitled to transfer his or her limited partnership interest in CILP by
sale or otherwise, but only with your consent as general partner. We,
constituting all of the Class A limited partners and Class B limited
partners, will not block or otherwise interfere with such withdrawal or
liquidation request of any Class B limited partner or interfere with the
sale or liquidation of a Class B limited partner's interest in any manner
whatsoever. You, as general partner of CILP, may consider a request of a
Class B limited partner to withdraw from CILP in whole or in part or to
approve a transfer of a Class B limited partner's interest. Each such
action may be taken by you without the consent of any other partner. We
direct you to cause CILP and/or PIHLP to file such documents or requests
that are necessary with the SEC or any applicable state as to such sales,
redemptions, transfers or withdrawals. You are direct to obtain advice of
SEC Counsel at the expense of CILP to determine appropriate SEC filing
requirements. Each limited partner hereby agrees to indemnify you and hold
you harmless for all such actions or omissions, as provided for in Section
5.4 of the Limited Partnership Agreement for CILP.
This Letter Agreement is effective as of the date hereof and made by
and among the parties hereto. Any disputes hereunder shall be governed by
the laws of the State of Connecticut.
SIGNED AND AGREED:
/s/ Xxxxxx Xxxx Xxxxx
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Xxxxxx Xxxx Xxxxx, Class A and Class B
Limited Partner
/s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx, Class A and Class B
Limited Partner
/s/ Xxxxxxx X. Xxxxx Trustee
-------------------------------------------
Xxxxxx Xxxxx Grantor Trust, Class A and
Class B Limited Partner, by Xxxxxxx X.
Xxxxx, as Trustee and not in any other
capacity
/s/ Xxxxxxx X. Xxxxx Trustee
-------------------------------------------
Xxxxxx X Xxxxx Family
Family Spray Trust, Class A and Class B
Limited Partner, by Xxxxxxx X. Xxxxx, as
Trustee and not in any other capacity
/s/ Xxxxxxx X. Xxxxx Trustee
-------------------------------------------
Xxxxxx Xxxx Xxxxx Family Spray Trust, Class
A and Class B Limited Partner, by Xxxxxxx X.
Xxxxx, as Trustee and not in any other
capacity
/s/ Xxxxxxx X. Xxxxx Trustee
-------------------------------------------
Chase Cable LLC, by Xxxxxxx X. Xxxxx, its
Manager
CONSENTED TO BY:
CHASE POLISH ENTERPRISES, INC.
By: /s/ Xxxxxx X. Xxxxx
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Its
In its capacity as General Partner of
Chase Investment Limited Partnership
and Polish Investments Holding L.P.
