EXHIBIT 99.5
November 30, 1995
Nova International Films, Inc.
000 X.X. Columbia Shores Xxxxxxxxx
Xxxxx 000
Xxxxxxxxx, Xxxxxxxxxx 00000
Attention: Xxxxxxx Xxxxxx, Chairman
Gentlemen:
We refer to the Acquisition Agreement between Nova International
Films, Inc. ("Nova") and Epic Productions, Inc. ("Epic") dated as of March
3, 1993 (the "Acquisition Agreement"). Pursuant to the terms of the
Acquisition Agreement, Epic acquired Nova's debt to Credit Lyonnais Bank
Nederland N.V. ("CLBN"), except $3,000,000 of such indebtedness which was
restructured and converted to nonrecourse debt payable only from operating
receipts from the motion picture entitled "Triumph of the Spirit". The
$3,000,000 indebtedness was evidenced by a promissory note dated May 12,
1993 executed by Xxxx in favor of CLBN. All obligations evidenced by such
promissory note are herein referred to as the "Nonrecourse Obligations".
All agreements, documents and instruments related to the Nonrecourse
Obligations including, without limitation, those evidenced by that certain
Loan Agreement and Security Assignment dated as of December 21, 1989, as
amended to date, between CLBN and Nova and all security agreements related
thereto are herein referred to as the "Loan Documents".
As further consideration of the transaction contemplated by the
Acquisition Agreement, the parties hereto agree as follows:
1. ASSIGNMENT; CONSENT.
(a) ASSIGNMENT OF NON-RECOURSE OBLIGATIONS. Nova hereby assigns
the Nonrecourse Obligations to Epic.
(b) ASSIGNMENT OF LOAN AGREEMENTS. Nova hereby assigns all
rights and delegates all obligations under the Loan Documents to Epic.
(c) ACCEPTANCE OF ASSIGNMENT. Epic hereby accepts the assignment
of the Nonrecourse Obligations and the assignment and delegation of all
rights and obligations under the Loan Documents.
(d) CONSENT. CLBN hereby consents to the foregoing assignment
and delegation.
(e) RETURN OF NOTE. XXXX xxxxxx agrees to return the promissory
note (the "Existing Note") evidencing the $3,000,000 Nonrecourse
Obligations to Nova.
(f) NEW NOTE. Epic agrees to execute and deliver to CLBN a note
in the form and substance attached hereto as Exhibit "A" to replace the
Existing Note.
(g) FURTHER ASSURANCES. Nova and Epic hereby each agree to take
such further acts and execute such documents, agreements and instruments as
shall be necessary or appropriate to effectuate any of the foregoing
assignments and delegations and to maintain all security interests in favor
of CLBN in full force and effect.
2. RELEASES.
(a) Reference is made to the following releases, each dated May
12, 1993:
(i) the release executed by Byzantine Fire, Inc., a
California corporation, Wings of The Apache, Inc., a California
corporation, and A/R Productions, Ltd., a California corporation
(collectively the "Subsidiary Corporations"), and Epic in favor of Nova,
Xxxxxxx Xxxxxx, Xxxxxx Xxxxxx and Xxxx's attorneys (the "Epic Release");
(ii) the release executed by Xxxx in favor of Epic and each
of the Subsidiary Corporations, their respective direct and indirect
shareholders, attorneys, officers and directors (the "Nova Release"); and
(iii) the release executed by Xxxxxxx Xxxxxx in favor of
Epic and each of the Subsidiary Corporations, their respective direct and
indirect shareholders, attorneys, officers and directors (the "Xxxxxx
Release");
The Epic Release, the Nova Release and the Xxxxxx Releases are herein
referred to as the "Releases".
(b) AMENDMENT TO RELEASES. The second to the last paragraph on
page 2 of each of the Releases is hereby amended to read in full as
follows:
"This Release shall not apply to the obligations set forth in the
Acquisition Agreement."
Kindly confirm your agreement to the foregoing by executing a copy of
this letter where indicated below. This agreement will become effective
when executed by all parties and may be executed in counterparts.
Very truly yours,
Epic Productions, Inc.,
a California corporation
By: S/
Xxxx Xxxxxx, President
Byzantine Fire, Inc.,
a California corporation
By: S/
Wings of The Apache, Inc.,
a California corporation
By: S/
A/R Productions, Ltd.,
a California corporation
By: S/
Credit Lyonnais Bank
Nederland N.V.
By: S/
Agreed and accepted as of
the date set forth above.
Nova International Films, Inc.
a Delaware corporation
By: S/
Xxxxxxx Xxxxxx, Chairman
S/
Xxxxxxx Xxxxxx, an individual
