MODIFICATION AGREEMENT
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Reference is hereby made to the following:
(i) Guaranty Agreement dated as of November 4, 1997 between Xxxxxxxx X.
Xxxxx ("Xxxxx") and The Chase Manhattan Bank (the "Lender"), as Lender under
that certain Credit, Security, Guaranty and Pledge Agreement dated as of
November 4, 1997 (the "Credit Agreement") among NewStar Media Inc. (formerly
known as Dove Entertainment, Inc.; the "Borrower"), the Corporate Guarantors
named therein and the Lender;
(ii) Guaranty Agreement dated as of November 4, 1997 between Xxxxxxx X.
Xxxxxx ("Xxxxxx") and the Lender;
(iii) Guaranty Agreement dated as of November 4, 1997 between Xxxxx
Xxxxxx ("Maggin") and the Lender;
(iv) Guaranty Agreement dated as of November 4, 1997 between Xxxx X.
Xxxxx ("Xxxxx") and the Lender;
(v) Guaranty Agreement dated as of November 4, 1997 between Xxxxxx
Xxxxxxxxxx ("Lightstone") and the Lender; and
(vi) Subordination Agreement dated as of November 4, 1997 among the
Borrower, NewStar Worldwide Inc. (formerly known as Dove International, Inc.),
Dove Four Point, Inc., Elkes, Gorman, Lightstone, Healy, Maggin, Media Equities
International, L.L.C. and the Lender.
The agreements described in items (i) through (v) above are
collectively referred to as the "Guaranties", the agreement described in item
(vi) is referred to as the "Subordination Agreement", and all the above
agreements are collectively referred to as the "Agreements". Capitalized terms
used herein and not otherwise defined shall have the meanings given such terms
in the Credit Agreement.
The parties hereto hereby agree that the Agreements are each hereby
modified and amended so that the definition of "Maximum Guaranty Amount"
appearing in the third paragraph of each of the Guaranties and in the second
paragraph of the Subordination Agreement shall be amended by deleting the amount
"$2,000,000" appearing in clause (x) of such paragraph and replacing it with
"$4,000,000."
Except as expressly amended hereby, each of the Agreements shall
continue in full force and effect in accordance with the provisions thereof on
the date hereof.
This Modification Agreement is effective at such time that the Lender
shall have received executed counterparts of this Modification Agreement which,
when taken together, bear the signatures of each party hereto.
This Modification Agreement may be executed in two or more
counterparts, each of which shall constitute an original, but all of which when
taken together shall constitute but one instrument.
THIS MODIFICATION AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
IN WITNESS WHEREOF, the parties hereby have caused this Modification
Agreement to be duly executed as of this 21st day of May, 1998.
/S/ XXXXXXXX X. XXXXX
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Xxxxxxxx X. Xxxxx
/S/ XXXXXXX X. XXXXXX
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Xxxxxxx X. Xxxxxx
/S/ XXXXX XXXXXX
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Xxxxx Xxxxxx
/S/ XXXX X. XXXXX
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Xxxx X. Xxxxx
/S/ XXX XXXXXXXXXX
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Xxxxxx Xxxxxxxxxx
NEWSTAR MEDIA INC. (formerly known as
Dove Entertainment, Inc.)
By: /S/ XXXX XXXXXX
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Name: Xxxx Xxxxxx
Title: Vice President & Chief
Financial Officer
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NEWSTAR WORLDWIDE INC. (formerly known
as Dove International, Inc.)
DOVE FOUR POINT, INC.
DOVE ENTERTAINMENT INC.
DOVE AUDIO INC.
By /S/ XXXX XXXXXX
-------------------------------------
Name: Xxxx Xxxxxx
Title: Vice President
MEDIA EQUITIES INTERNATIONAL, L.L.C.
By /S/ XXXXX XXXXXX
-------------------------------------
Name:
Title:
THE CHASE MANHATTAN BANK
By /S/ XXXXX XXXXXXX
-------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Vice President
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MODIFICATION AGREEMENT
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SPOUSAL CONSENT
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The undersigned acknowledges that she has read the foregoing
Modification Agreement (the "Modification Agreement") and that she knows its
content. The undersigned is aware that by its provisions her spouse agrees to
increase the amount of his guarantee pursuant to that certain Guaranty Agreement
dated as of November 4, 1997 between Xxxxxx Xxxxxxxxxx and The Chase Manhattan
Bank (the "Lender"), of certain obligations owed by NewStar Media Inc. (formerly
known as Dove Entertainment, Inc.) to the Lender under that certain Credit,
Security, Guaranty and Pledge Agreement, dated as of November 4, 1997 among Dove
Entertainment, Inc., as borrower, the Corporate Guarantors referred to therein
and the Lender (as the same may be amended, supplemented or otherwise modified,
renewed or replaced from time to time, the "Credit Agreement"). The undersigned
hereby consents to the Modification Agreement and accepts all of the provisions
of such Modification Agreement to the extent of her community property interests
in whatever property is subject to the Modification Agreement, and further
agrees that the undersigned will take no action at any time to hinder the
enforcement of the Guaranty Agreement as amended by the Modification Agreement,
the Credit Agreement, or any related document or instrument, or any provision
contained therein.
Dated: As of May 21, 1998
/S/ XXXXX XXXXXXXXXX
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Xxxxx Xxxxxxxxxx
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