EXHIBIT 10.33
Overseas Filmgroup, Inc.
0000 Xxxxxx Xxxxxxxxx
Xxx Xxxxxxx, Xxxxxxxxxx 00000
As of April 14, 1998
Xxxxxx & Co.
000 Xxxxxx
Xxxxxx XX0X 0XX
Xxxxxxx
Berliner Bank A.G. London Branch
No. 0 Xxxxx Xxxxx
Xxxxxxxxx
Xxxxxx XX0X 0XX
Xxxxxxx
Re: Amendment ("Amendment") dated April 14, 1998 to Restated and
Amended Syndication Agreement dated as of October 31, 1996 (the
"Syndication Agreement") among Xxxxxx & Co. ("Coutts"), Berliner
Bank A.G. London Branch ("Berliner") (Coutts and Xxxxxxxx
collectively referred to as the "Banks"), Overseas Filmgroup, Inc.
and Entertainment/Media Acquisition Corporation (the "Company"),
as amended and extended
--------------------------------------------------------------------
Gentlemen:
Please refer to the above-referenced Amendment. Capitalized terms
used but not defined herein shall have the meanings set forth in the
Syndication Agreement and the Amendment. For good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged,
and notwithstanding anything to the contrary set forth in the Amendment, the
parties hereto hereby agree as follows:
1. Notwithstanding the agreement of Xxxxx and Xxxxxx Xxxxxx (the
"Xxxxxxx") to certain deferrals of payments to them under the Merger Note as
set forth in paragraph 8 of the Amendment, all of the other provisions of the
Merger Note and the related security agreement ("Security Agreement") dated
as of October 31, 1996 between Company and the Xxxxxxx, including,
without limitation, the provisions thereof relating to acceleration of
payments due under the Merger Note upon the occurrence of an Event of Default
(as that term is defined in the Security Agreement), shall continue to apply
in accordance with the terms and provisions of the Merger Note and the
Security Agreement without variation, subject always to the terms and
provisions of that certain subordination/non-disturbance agreement dated
October 31, 1996 among the Xxxxxxx, Xxxxxx and Company.
2. Except as expressly amended and supplemented hereby, the
Amendment is hereby ratified and confirmed to be in full force and effect.
Please confirm your agreement to the foregoing by signing in the
spaces provided hereinbelow.
Very truly yours,
OVERSEAS FILMGROUP, INC.
By /s/ Xxxxxxx X. Xxxxxxx
-------------------------
Its CEO/CFO
-------------------------
ACKNOWLEDGED AND AGREED TO:
XXXXXX & CO.
By /s/ Xxxxx Xxxxxxx
------------------------
Its Manager
------------------------
BERLINER BANK A.G. LONDON BRANCH
By /s/ Xxxxx Xxxxxxx Xxxxx Xxxx
-----------------------------
Its Associate Directors
-----------------------------
/s/ Xxxxx Xxxxxx
-----------------------------
Xxxxx Xxxxxx
/s/ Xxxxxx Xxxxxx
-----------------------------
Xxxxxx Xxxxxx
