EXHIBIT 3
March 24, 1998
Xx. Xxxxxx X. Xxxxx
Executive Vice President
Chase Polish Enterprises, Inc., General Partner
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, Class B and Class C limited partners of Polish Investments
Holding LP., a Delaware limited partnership ("PIHLP"), hereby set forth our
understanding with you, in your capacity as the sole general partner of
PIHLP, in regard to 1,650,000 @Entertainment, Inc. common shares (the
"Shares"), owned by PIHLP. It is our intention that this Letter Agreement
serve as a instruction by us, constituting all of the limited partners of
PIHLP, to you, as general partner of PIHLP.
Our intention is that 99% of the Shares will eventually be held by
Cable Investment L.P., a Delaware limited partnership ("CILP"), as the sole
Class B Limited Partner of PIHLP and 1% of the Shares will eventually be
held by you, as the sole general partner of PIHLP. The current structure
is such that CILP owns a 99% Class B limited partnership interest in PIHLP
and that you own a 1% interest as the general partner of PIHLP. The Class
B PIHLP limited partnership interest indirectly owns rights to 99% of 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 99% of the Shares. A portion of your general
partnership interest will also eventually be redeemed in exchange for a
transfer to you by PIHLP of 1% of such Shares.
You are the sole general partner of PIHLP. 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 the Class B limited partner of PIHLP. No other Class A limited
partner or Class C limited partner of PIHLP will interfere in any manner
whatsoever with your completing the transfer of the Shares from PIHLP to
CILP as the PIHLP Class B limited partner or to you as the PIHLP general
partner.
If the Class B limited partner of PIHLP wishes you to consider the
sale of any portion of such Shares which the Class B limited partner's
interest indirectly represents, CILP will request such from you and you
will effect such sale to the best of your ability 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 PIHLP Class B
limited partner's interest, in whole or in part, by way of the distribution
of the net proceeds resulting from the sale of the Shares. The other Class
A limited partners and the Class C limited partners of PIHLP agree to take
no action which will interfere with your efforts to sell all or a portion
of the Shares or to effect redemptions of the Class B limited partner's
interest or your interest as a general partner with respect to 1% of the
Shares with each action being taken in response to the Class B limited
partner's request.
Finally, as you know, the Class B limited partner of PIHLP 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 PIHLP. The Class B limited
partner also is entitled to transfer his or her limited partnership
interest in PIHLP by sale or otherwise, but only with your consent as
general partner. We, constituting all of the Class A limited partners and
Class C limited partners, will not block or otherwise interfere with such
withdrawal or liquidation request of the Class B limited partner or
interfere with the sale or liquidation of the Class B limited partner's
interest in any manner whatsoever. You, as general partner of PIHLP, may
consider a request of the Class B limited partner to withdraw from CILP in
whole or in part or to approve a transfer of the 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 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 PIHLP to determine appropriate SEC
filing requirements. Each limited partner xxxxxx agrees to indemnify you
and hold you harmless for all such actions or omissions, as provided for in
Section 5.5 of the Limited Partnership Agreement for PIHLP.
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 Limited Partner
/s/ Xxxxxx X. Xxxxx
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Xxxxxx Xxxxx Accumulation Trust I, Class A
Limited Partner, acting by Xxxxxx X. Xxxxx,
Trustee
/s/ Xxxxxx Xxxx Xxxxx
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Xxxxxx Xxxxx Accumulation Trust I, Class A
Limited Partner, acting by Xxxxxx Xxxx Xxxxx,
Trustee
Cable Investment L.P., as Class A, Class B
and Class C Limited Partner
By: /s/ Xxxxxx Xxxx Xxxxx
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Chase Polish Enterprises, Inc., General
Partner acting by Xxxxxx Xxxx Xxxxx, Its
Executive Vice President
CONSENTED TO BY:
By: /s/ Xxxxxx Xxxx Xxxxx
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Chase Polish Enterprises, Inc., General
Partner of Polish Investments Holding
L.P., acting by Xxxxxx Xxxx Xxxxx, Its
Executive Vice President
