Kushner Locke Co – ‘10-K’ for 9/30/95 – EX-10.39

As of:  Tuesday, 1/16/96   ·   For:  9/30/95   ·   Accession #:  912057-96-529   ·   File #:  1-10661

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Annual Report   —   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                         50    317K 
 2: EX-10.35    Material Contract                                      6     25K 
 3: EX-10.36    Material Contract                                      7     27K 
 4: EX-10.37    Material Contract                                      2     11K 
 5: EX-10.38    Material Contract                                      2     11K 
 6: EX-10.39    Material Contract                                      2     11K 
 7: EX-10.40    Material Contract                                      2     10K 
 8: EX-10.41    Material Contract                                      2      9K 
 9: EX-10.42    Material Contract                                      2     10K 
10: EX-10.43    Material Contract                                      6     22K 
11: EX-23.1     Consent of Experts or Counsel                          1      7K 
12: EX-27       Financial Data Schedule (Pre-XBRL)                     2      9K 

EX-10.39   —   Material Contract

EX-10.39
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 (EXHIBIT 10.39)

FIRST AMENDMENT TO
LOAN AGREEMENT

This First Amendment to Loan Agreement ("Amendment") is made as of    
September 29, 1995 by and between Newmarket Capital Group, L.P. (the "Lender")  
and Dayton Way Pictures IV, Inc. (the "Borrower").                              

 R E C I T A L S

     WHEREAS, Borrower and Lender entered into that certain Loan Agreement dated
as of July 31, 1995, (the "Loan Agreement") relating to that certain motion     
picture presently entitled "THE WHOLE WIDE WORLD"; and                          

WHEREAS, Borrower and Lender now wish to amend the Loan Agreement;    

NOW, THEREFORE, for good and valuable consideration, receipt and      
sufficiency of which is hereby acknowledged, Borrower and Lender hereby agree as
follows:                                                                        

   1.   DEFINITIONS.  All capitalized terms not otherwise defined herein are
used herein as defined in the Loan Agreement.                                   

 2.   WAIVER.  By its execution hereof Lender hereby waives any Event of
Default which has occurred and is continuing as of the date hereof under Section
8.11 (a) of the Loan Agreement as a result of Debtor's failure to deliver to    
Lender on or before September 15, 1995 sufficient Distribution Agreements       
together with Distributor's Acceptances related thereto with an Acceptable Pre- 
Sale Value of at least $675,000 excluding any sale of the United States.        

  This waiver shall be effective only for the specific Event of Default(s)
specified above, and in no event shall this waiver be deemed to be a waiver of  
(a) enforcement of the Lender's rights with respect to any other Event(s) of    
Default now existing or hereafter arising or (b) Debtor's compliance with any   
other covenants or provisions of the Credit Documents.                          

    Nothing contained herein nor any communications between the Lender and the
Debtor shall be a waiver of any rights or remedies the Lender has or may have   
against the Debtor, except as specifically provided herein.  The Lender hereby  
reserves and preserves all of its rights and remedies against the Debtor under  
the Loan Agreement, the other Credit Documents, and applicable law.             

     3.   AMENDMENT.  The parties hereto agree that the Loan Agreement is hereby
amended as follows:                                                             

EX-10.39
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          SECTION 8.11.  Section 8.11 of the Loan Agreement is hereby amended by
deleting the reference to "June 30, 1995" in the second line thereof and        
replacing it with a reference to "November 30, 1995".                           

4.   REPRESENTATIONS AND WARRANTIES.  Borrower hereby represents and  
warrants that all of the representations and warranties set forth in the Loan   
Agreement are true and correct and that no Event of Default under the Loan      
Agreement has occurred or is continuing as of the date hereof except as         
specifically waived herein.                                                     

   5.   EFFECTIVE DATE.  This Amendment shall become effective upon delivery
to the Lender of a fully executed copy of this Amendment.  Except as            
specifically set forth herein, the parties hereto agree and confirm that the    
Loan Agreement and the other documents related thereto remain in full force and 
effect as executed except that each reference in the Credit Documents to the    
Loan Agreement shall be deemed to refer to the Loan Agreement as amended hereby.

   6.   GOVERNING LAW.  This Amendment shall be governed by and construed in
accordance with the laws of the State of California.  No amendment hereto shall 
be effective unless in writing and executed by the parties hereto.              

   7.   COUNTERPARTS.  This Amendment may be executed in counterparts all of
which when taken together shall constitute one and the same instrument.         

IN WITNESS WHEREOF, this Amendment is duly executed by an authorized  
signatory of each of the parties hereto as of the date first above written.     

DAYTON WAY PICTURES IV, INC.  

  By:   [Signature of Alan Abrams]
           ---------------------------------
Name: ALAN ABRAMS   
Title: President    

NEWMARKET CAPITAL GROUP, L.P. 
By:  BFB, LLC                 
Its: Managing General Partner 

       By:      [Signature of William Tyrer]
                ------------------------------------
  Name: William A. Tyrer
Title: President    

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘10-K’ Filing		Date		First		Last			Other Filings
Filed on:		1/16/96
		11/30/95		2
For Period End:		9/30/95							10-K/A,  NT 10-K
		9/29/95		1
		9/15/95		1
		7/31/95		1
		6/30/95		2					10-Q
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