XXXXXX/XXXXXXX ENTERTAINMENT, INC.
000 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Dated: October 1, 0000
XXX XXXXXXXXXXXXX CORPORATION
000 Xxxxx Xxxx Xxxxxxxxx
Xxxxx Xxxxxx, XX 00000
Attention: Xxxxxx Xxxxx, Chairman
Dear Xx. Xxxxx:
Reference is made to that certain Stock Purchase Agreement (the
"Agreement"), as amended by the letter agreements dated September 4, 1998 and
September 24, 1998 (the "Amendments"), between the undersigned, MSH
Entertainment Corporation ("Buyer") and the undersigned, Xxxxxx Xxxxxx
("Seller"). This agreement will modify the Agreement and the Amendments;
however, except as expressly provided herein, the terms and conditions of the
Agreement and the Amendments are hereby confirmed and ratified.
I am willing to extend the date of the Closing until 3 pm on November
5, 1998 on the condition that you confirm the following, by signing where
indicated below:
1.) You agree to pay me $150,000, by wire transfer received by me no
later than October 8, 1998. I agree that if you provide me with written
confirmation, satisfactory to me in my sole discretion, that such wire transfer
has been irrevocably initiated by 3 pm on October 8, 1998, I will deem payment
received, subject to my confirmation of actual receipt of such wire transfer no
later than October 9, 1998. You confirm that such payment is a deferral of the
payment due me pursuant to paragraph 1 of the September 24, 1998 Amendment, and
that such payment is not to be deemed a part of the purchase price for my shares
pursuant to the Agreement.
2.) You agree to deliver to me, also on October 8, 1998, a Confession
of Judgment, in form satisfactory to my counsel, pursuant to which you agree to
pay me, in the event of your failure to close as required hereby, an amount
equal to interest due pursuant to Paragraph 5 of the September 4, 1998 Amendment
(the "Interest"), such interest to accrue through the date of execution of such
Confession of Judgment. I agree that if you make the $150,000 payment described
in Paragraph 1 above, but do not close on November 5, 1998, I will nonetheless
release you from any claims I may have against you which arise from your failure
to close, subject to the condition that you pay me the Interest due through
November 5, 1998, by wire transfer received by me no later than 3 pm on November
5, 1998. If you do not make such payment as required, such interest shall
continue to accrue as provided in the September 4, 1998 Amendment, and I shall
not be required to release you from any claims I may have against you which
arise from your failure to close.
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3.) You acknowledge that I, or one of my affiliates, will be paying
the next installment of the Hallmark Loan (defined in the Agreement), and you
agree to reimburse me (or to reimburse my affiliate) for such payment at the
Closing.
4.) You agree to deliver the 660,000 shares of free trading common
stock of MSH referred to in Paragraph 3 of the September 4 Amendment on October
19, 1998 to Rubin, Bailin, Ortoli, Mayer, Xxxxx & Xxx, LLP, as escrow agent. At
the November 5, 1998 closing, you agree to instruct Xxxxx, Xxxxxx to release
such shares to me. If you do not close, I agree to instruct Xxxxx, Xxxxxx to
return such shares to you.
5.) You acknowledge that, after you make the $150,000 payment referred
to in Paragraph 1 above, I desire to be able to sell the shares of MSH I
currently own, and which I am currently unable to sell due to my possession of
insider information. You have agreed to release to the public the information
regarding the status of our arrangements sufficient to release me from the
restrictions imposed upon me as an insider. In that connection, you agree to
provide me with your indemnity, in form satisfactory to my counsel, regarding
any claims which may arise in connection with my sale of such shares,
notwithstanding such press release.
Kindly indicate your confirmation below.
/s/XXXXXX XXXXXX
-----------------------------------
Xxxxxx Xxxxxx
Agreed and Confirmed:
MSH ENTERTAINMENT CORPORATION
By: /s/XXXXXX XXXXX
-----------------------------------
Xxxxxx Xxxxx, Chairman
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