EXHIBIT 10.106
As of March 15, 1999
Trimark Pictures, Inc.
Trimark Television, Inc.
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Dear Sirs:
Reference is hereby made to that certain Credit, Security, Guaranty and
Pledge Agreement, dated as of December 20,1996 (as the same has been, and may
be, amended, supplemented or otherwise modified, renewed or replaced from
time to time, the "Credit Agreement"), among Trimark Pictures, Inc. and
Trimark Television, Inc. (the "Borrowers"), the Guarantors referred to
therein, the Lenders referred to therein and The Chase Manhattan Bank, as
Administrative Agent and Fronting Bank. Capitalized term used herein and not
otherwise defined are used herein as defined in the Credit Agreement.
The Borrowers have informed the Lenders that the Borrowers, Trimark
Holdings, Inc. and Trimark Music (collectively, "Trimark") have entered into
an Agreement with ▇▇▇▇▇▇▇▇▇.▇▇▇ inc. (the "Internet Distribution Agreement")
regarding Internet delivery of certain Trimark Product. Pursuant to the
Internet Distribution Agreement, Trimark will acquire 45,858 newly issued
shares of ▇▇▇▇▇▇▇▇▇.▇▇▇ inc. common stock in consideration of the rights
granted to ▇▇▇▇▇▇▇▇.▇▇▇ inc. and the issuance to ▇▇▇▇▇▇▇▇▇.▇▇▇ inc. by
Trimark Holdings, Inc. of 412,363 shares of its common stock. The Internet
Distribution Agreement also provides that its effectiveness shall be
conditioned upon, among other things, obtaining all required third party
consents at or prior to March 15, 1999. Accordingly, the Borrowers have
requested that the Lenders grant the within waiver.
Each of the undersigned hereby waives compliance by Trimark with Section
6.4 (LIMITATION on INVESTMENTS) of the Credit Agreement to the extent
necessary to permit the non-cash investment in ▇▇▇▇▇▇▇▇▇.▇▇▇ inc. common
stock contemplated by the Internet Distribution Agreement.
By execution hereof, the Borrowers hereby represent and warrant that (i)
as of the date hereof, there exists no Default or Event of Default and (ii)
the copy of the Internet Distribution Agreement previously delivered to the
Administration Agent is true, complete and correct in all respects.
EXHIBIT 10.106 (CONTINUED)
This waiver may be executed in counterparts, each of which shall
constitute an original, but all of which when taken together, shall
constitute one and the same instrument.
This waiver shall become effective when the Administrative Agent shall
have received executed counterparts of this waiver which, when taken
together, bear the signatures of the Required Lenders and all the Credit
Parties.
This waiver shall not be construed as extending to any other matter,
similar or dissimilar, or entitling the Credit Parties to any future waivers
or amendments regarding similar matters or otherwise.
Except to the extent expressly set forth above, this letter does not
constitute a waiver or modification of any provision of the Credit Agreement
or a waiver of any Default or Event of Default, whether or not known to any
of the Administrative Agent or the Lenders. Except as expressly modified
herein, all terms of the Credit Agreement remain in full force and effect.
THIS WAIVER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
LAWS OF THE STATE OF NEW YORK.
Very truly yours,
THE CHASE MANHATTAN BANK,
individually and as Administrative Agent
By: /S/
------------------------------------
Name:
Title:
CITY NATIONAL BANK
By: /S/
------------------------------------
Name:
Title:
COMERICA BANK-CALIFORNIA
By: /S/
------------------------------------
Name:
Title:
FIRST HAWAIIAN BANK
By: /S/
------------------------------------
Name:
Title:
83
EXHIBIT 10.106 (CONTINUED)
IMPERIAL BANK
By: /S/
------------------------------------
Name:
Title:
SILICON VALLEY BANK
By: /S/
------------------------------------
Name:
Title:
THE SUMITOMO TRUST & BANKING CO., LTD., NEW
YORK BRANCH
By: /S/
------------------------------------
Name:
Title:
UNION BANK OF CALIFORNIA, N.A.
By: /S/
------------------------------------
Name:
Title:
DE NATIONALE INVESTERINGSBANK N.V.
By: /S/
------------------------------------
Name:
Title:
AGREED TO BY:
TRIMARK PICTURES, INC.
TRIMARK TELEVISION, INC.
TRIMARK HOLDINGS, INC.
TRIMARK MUSIC
CHEAP DATE, INC.
WRITERS ON THE WAVE
PURPLE TREE PRODUCTIONS, INC.
LOVING GUN PRODUCTIONS, INC.
TRIMARK INTERACTIVE
By: /S/
------------------------------------
Name:
Title: Authorized Signatory for each
of the foregoing
84