▇▇▇▇▇▇/▇▇▇▇▇▇▇ ENTERTAINMENT, INC.
▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Dated September 4, ▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ CORPORATION
▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇▇▇▇▇, President
Dear ▇▇. ▇▇▇▇▇:
Reference is made to that certain Stock Purchase Agreement (the
"Agreement") between the undersigned, MSH Entertainment Corporation ("Buyer")
and the undersigned, ▇▇▇▇▇▇ ▇▇▇▇▇▇ ("Seller"). We understand from you and ▇▇▇▇
▇▇▇▇▇ that you will not be able to close as required by the Agreement. This
letter will serve as notice or your material breach of the Agreement.
Notwithstanding your material breach, I am willing to extend the date
of the Closing to 3:00 pm on Tuesday, September 8, 1998 on the condition that
you confirm, by signing where indicated below, that your failure to close was
solely due to your failure to secure financing, and that neither ▇▇▇▇▇▇/▇▇▇▇▇▇▇
Entertainment, Inc., ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, the undersigned nor any of
their affiliates, by their act or ommission, caused you to be unable to close
the transaction as required by Section 2.1 of the Agreement.
Kindly indicate your confirmation below.
/s/▇▇▇▇▇▇ ▇▇▇▇▇▇
-----------------------------------
▇▇▇▇▇▇ ▇▇▇▇▇▇
Agreed and Confirmed:
MSH ENTERTAINMENT CORPORATION
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
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▇▇▇▇▇▇ ▇▇▇▇▇, Chairman
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▇▇▇▇▇▇/▇▇▇▇▇▇▇ ENTERTAINMENT, INC.
▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Dated September 4, ▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ CORPORATION
▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇▇▇▇▇, Chairman
Dear ▇▇. ▇▇▇▇▇:
Reference is made to that certain stock Purchase Agreement (the
"Agreement") between the undersigned, MSH Entertainment Corporation ("Buyer")
and the undersigned, ▇▇▇▇▇▇ ▇▇▇▇▇▇ ("Seller"). This agreement will modify the
Agreement; however, except as expressly provided herein, the terms and
conditions of the Agreement are hereby confirmed and ratified.
I am willing to extend the date of the Closing until 10 am on September
17, 1998 on the condition that you confirm the following, by signing where
indicated below:
1.) You, on behalf of yourself and ACE, hereby waive any claim against
me for underfunding of the AGE pension funds. You agree that my pension shall be
funded at $191,000, and I agree that funding for my pension will be limited to
$191,000, and I waive any rights I may have to require further funding of my AGE
pension. I will execute such other documents as you may request to confirm such
waiver. You agree that I will not be responsible for any other underfunding of
such pension funds for other employees. I agree that if you are required by law
to provide fundinq in excess of the aforesaid $191,000 with respect to my
pension in order to avoid reporting an underfunded pension, notwithstanding my
waiver, I shall reimburse you for such excess funding upon your request.
2.) I will cause Up Up & Away, Inc. to pay AGE $100,000 of the $293,400
receivables claimed by you to be due, such payment to be made no later than five
(5) business days following your notice to me that MSH has repaid the Hallmark
Loan in accordance with the terms of the Hallmark Loan Indemnity Agreement
delivered at the Closing. I hereby personally guarantee the payment of such
amount by AGE. At the Closing, I shall pay ACE $8,000 to settle the remaining Up
Up & Away, Inc. receivable, and you agree that neither I, Up Up & Away, Inc.,
nor any of our affiliates shall have further liability for the $293,400
receivables (other than as provided herein).
3.) You agree to provide me with 660,000 shares of free trading common
stock of MSH. The 660,000 shares will be provided to me pursuant to a private
transaction(s) under Rule 144, such shares to be provided by third party
stockholders selected by you
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at no expense to me. These 660,000 shares shall replace 660,000 of the
2,825,000 shares of the newly issued shares of restricted common stock of MSH
which are to be delivered pursuant to subsection 1.2.4 of the Agreement. All
such shares will be delivered to me no later than 10:00 am on October 19, 1998.
If you are unable to deliver all of such shares on or before such date, after
using your best efforts to do so, you shall pay me in cash for any undelivered
shares, at the rate of 37.5 cents per share. Notwithstanding the foregoing, I
may elect, at my discretion, at any time prior to the delivery of such shares to
me, to require you to pay me $247,500 in lieu of delivery of such shares.
4.) You agree to provide me with 400,000 shares of newly issued shares
of restricted common stock of MSH. These shares will be in addition to the
shares issuable pursuant to subsection 1.2.4 of the Agreement (as modified by
paragraph 3 above).
5.) You agree to pay us at the Closing, an additional cash payment
equal to (a) $900 times (b) the number of days between September 4, 1998 and the
date of Closing (including the day of Closing).
6.) You agree to pay me my salary for the full month of September.
7.) You agree to pay all costs payable under the lease on my AGE leased
car for the full term of said lease (approximately December 31, 1999).
8.) You agree that if the transaction does not close on September 17,
1998, you will arrange for the payment to me on that date of $150,000 or the
issuance by Berwind Financial to me of a letter of credit in the amount of
$150,000. Upon such payment you shall have a 40 day extension of the Closing
(until October 27, 1998). If the transaction is closed on or before October 27,
1998, such payment will not be deemed a part of the purchase price, but will be
deemed a payment for the extension, and I will be entitled to keep such payment
without limiting my claims for your failure to close pursuant to the terms of
the Agreement, as amended by this Agreement.
Kindly indicate your confirmation below.
/s/▇▇▇▇▇▇ ▇▇▇▇▇▇
-----------------------------------
▇▇▇▇▇▇ ▇▇▇▇▇▇
Agreed and Confirmed:
MSH ENTERTAINMENT CORPORATION
By: /s/▇▇▇▇▇▇ ▇▇▇▇▇
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▇▇▇▇▇▇ ▇▇▇▇▇, Chairman
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