SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 of 15(d) of the
Securities Exchange Act of 1934
October 23, 1998
Date of Report (Date of earliest event reported)
ML DELPHI PREMIER PARTNERS,
L.P.
(Exact name of registrant as specified in its
charter)
Delaware 0-15763 13-
3350265
(State or other (Commission (IRS
Employer
jurisdiction of incorporation) File Number)
Identification No.)
666 Third Avenue, New York, New York
10017
(Address of principal executive officer) (Zip Code)
Registrant's telephone number, including area
code 212-983-9040
<PAGE>
Item 2. Acquisition or Disposition of Assets
Columbia Pictures Industries, Inc. ("Columbia") and TriStar
Pictures, Inc. ("TriStar") have offered to purchase from ML
Delphi Premier Partners, L.P. (the "Partnership") its direct
interest in three films distributed by Columbia Pictures, a
division of Columbia (the "Columbia films"), and its interest in
Tri-Star-ML Delphi Premier Productions (the "Tri-Star Joint
Venture"), respectively, for $200,000 and $625,000, respectively
(collectively referred to as the "Transactions"). The General
Partner, on behalf of the Partnership, has accepted this offer.
The definitive documentation for the Transactions was executed
and delivered on October 23, 1998 (the "Effective Date"). The
Partnership received the aggregate sale proceeds of $825,000 on
October 23, 1998. The gain to be recognized from the
Transactions will approximate $133,000, representing sale
proceeds of $825,000, less the amounts recorded by the
Partnership as receivables from the Tri-Star Joint Venture and
Columbia as of the Effective Date. The sale proceeds, less
Partnership expenses and less a reserve for expenses to pay
and/or otherwise satisfy liabilities and/or obligations of the
Partnership that presently exist or that are expected to arise in
the future, will be distributed to partners in accordance with
the Partnership's Amended and Restated Agreement of Limited
Partnership (the "Partnership Agreement").
Item 5. Other Events
The Partnership received the proceeds from the sale of its
direct interest in the Columbia films and its interest in the Tri-
Star Joint Venture on October 23, 1998. As a result of the sale
of its direct interest in the Columbia films and its interest in
the Tri-Star Joint Venture, the Partnership dissolved in
accordance with the provisions of the Partnership Agreement.
On October 29, 1998, the Partnership will make a final cash
distribution to its limited partners in the amount of $1,450,150
($115 per unit). On October 29, 1998, the Partnership will make
a final distribution to the General Partner in the amount of
$177,403. In addition, on October 29, 1998, the Partnership will
transfer approximately $162,000 to the General Partner, as a
reserve to pay and/or otherwise satisfy liabilities and/or
obligations of the Partnership that presently exist or that are
expected to arise in the future. These distributions and
payments will represent the final distributions of the
Partnership. Accordingly, the Partnership will have been
effectively liquidated.
Item 7. Financial Statements, Pro forma Financial Information
and Exhibits
Pro forma financial information.
The following unaudited pro forma financial information
reflects the Transactions as if they had occurred as of January
1, 1998 or January 1, 1997, respectively. The results of
operations for the nine month period ended September 30, 1998 and
the year ended December 31, 1997 would not have reflected the
Net Revenue from Motion Pictures Released and the Share of
Profit in Motion Picture Venture--Tri-Star-ML Delphi Premier
Productions. In addition, the results of operations for the nine
month period ended September 30, 1998 and the year ended December
31, 1997 would reflect the gain on sale of interests in the
Columbia films and the Tri-Star Joint Venture, interest income
from short-term investments retained after distributions to
partners and would provide for operating expenses to liquidate
the Partnership. Giving effect to the Transactions, as if they
had occurred on January 1, 1998 or January 1, 1997,
respectively, the pro forma net profit for the nine month period
ended September 30, 1998 and the year ended December 31, 1997
would have been approximately $11,000 and $137,000, respectively.
Net profit per unit of limited partnership interest is calculated
in accordance with the Partnership Agreement. For the nine
month period ended September 30, 1998 and the year ended December
31, 1997, the pro forma net profit per unit of limited
partnership interest would have been approximately $0 for both
periods, as compared to the stated net profit (loss) per unit of
limited partnership interest of $0 and ($6), respectively. In
addition, if the Transactions and distribution to partners had
occurred as of September 30, 1998, the balance sheet as of that
date would have only reflected cash and accrued expenses
necessary to liquidate the Partnership.
Exhibits
10.1 Purchase and Sale Agreement dated as of October 23, 1998-
Interest in the Columbia
films.
10.2 Purchase and Sale Agreement dated as of October 23, 1998-
Interest in Tri-Star-ML
Delphi Premier Productions.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
ML DELPHI PREMIER PARTNERS, L.P.
A Delaware Limited Partnership
By: ML Delphi Partners, L.P.,
General Partner
By: ML Film Entertainment Inc.,
general partner
November 6, 1998 /s/ Audrey L. Bommer
Date Audrey L. Bommer
Vice President and Treasurer
of the Managing Partner of the
General Partner
(principal financial officer and
principal
accounting officer of the
Registrant)
November 6, 1998 /s/ David G. Cohen
Date David G. Cohen
Director and Vice President of the
Managing Partner of the General
Partner
The parties to this agreement are Columbia Pictures
Industries, Inc., a Delaware corporation ("CPII"), and ML Delphi
Premier Partners, L.P., a Delaware limited partnership (the
"Seller"). CPII desires to purchase (in such capacity, the
"Purchaser") from the Seller, and the Seller desires to sell to
CPII, all of Seller's right, title and interest in and to the
Interest (as hereinafter defined), subject to the terms and
provisions of this Agreement.
It is therefore agreed as follows:
1. Sale.
For and in consideration of the Purchase Price (as
hereinafter defined) and upon the execution and delivery of this
Agreement by CPII, the Seller does hereby sell, transfer, set
over and assign to CPII all of the Seller's right, title and
ownership interest in and to the Films set forth on Schedule 1
hereto (collectively, the "Films"; such right, title and
ownership interest, the "Interest"). Concurrently with the
execution and delivery of this Agreement by CPII and the Seller,
the Seller shall execute and deliver to CPII a Bill of Sale and a
Copyright Assignment in the forms of Exhibit A and Exhibit B,
respectively, attached hereto.
2. Termination of Distribution Agreements.
Effective as of the date hereof upon payment by CPII
and receipt by the Seller of the Purchase Price (as hereinafter
defined), the Distribution Agreement dated August 28, 1986 (such
agreement, as amended, being the "Distribution Agreement")
between Columbia Pictures, a division of CPII, and the Seller
relating to the Films shall automatically terminate without any
further action on the part of either party hereto.
Notwithstanding the foregoing, the provisions of Article XV of
the Distribution Agreement shall survive such termination.
3. Purchase Price.
Within two business days of the execution and delivery
of this Agreement by CPII and the Seller, CPII shall pay to the
Seller, as the purchase price for the Interest, $200,000 (the
"Purchase Price"), which shall be paid, without deduction or
setoff, by wire transfer of immediately available funds to the
account of the Seller as set forth on Schedule 2 hereto. The
parties hereto acknowledge and agree that, subject to the terms
of this Agreement, (i) the Purchase Price constitutes full
satisfaction and settlement for the purchase of the Interest and,
in addition, of any and all amounts payable by CPII to the
Seller, and any amounts payable by Seller to CPII, in each case
with respect to the distribution and exploitation of the Films
under the terms of the Distribution Agreement and the other
agreements and instruments entered into in connection with the
production, distribution and exploitation of the Films as
contemplated by the Seller's Prospectus dated September 4, 1986,
as such agreements as amended, supplemented or modified have been
entered into (the "Subject Agreements"), and (ii) upon receipt of
the Purchase Price by the Seller, CPII shall have no further
liability or obligation to the Seller and Seller shall have no
further liability or obligation to CPII for the purchase of the
Interest or the Films, or for payments arising under the Subject
Agreements with respect to the distribution and exploitation of
the Films, except that notwithstanding the foregoing, the
indemnities in the Subject Agreements set forth in Schedule 3
hereto shall survive.
4. Representations and Warranties of the Seller.
The Seller represents and warrants to CPII that (a) the
Seller is the owner of the Interest free and clear of all
mortgages, pledges, liens, security interests and other
encumbrances of any nature whatsoever; (b) the Seller has not
assigned or transferred to any other person, firm, corporation,
trust or other entity in any manner, including by way of
subrogation or operation of law or otherwise, all or any portion
of any claim, demand, right (including a right to receive any
payment, whether in respect of a participation interest or
otherwise), action or cause of action that it had, has or might
have arising under or in respect of the Interest, the Films or
the Subject Agreements; and (c) to the best of Seller's
knowledge, no litigation, investigation or administrative
proceeding of or before any court, arbitrator or governmental
authority is pending or threatened against the Seller or the
Seller's general partner, under or in connection with the
Interest, the Subject Agreements or the transactions contemplated
hereby.
5. Representations and Warranties of CPII.
CPII hereby represents and warrants to the Seller that
no material books or records of CPII or its affiliates related to
the computation of costs of the Films or Seller's share of the
revenues derived from the exhibition, distribution and other
exploitation of the Films have been withheld by CPII from Seller
or any agent or representative of Seller (including without
limitation, Magera Management Corporation) with respect to the
distribution and production audits heretofore performed by or on
behalf of the Seller. Seller acknowledges that it has been given
the opportunity to audit the books and records of CPII and its
affiliates related to the production and distribution of the
Films and agrees that unless Seller has a reasonable basis to
believe that the foregoing representation is untrue, Seller shall
have no further right to audit any such books or records. The
Seller represents and warrants to CPII that neither the Seller
nor any of its directors, officers, employees, affiliates, agents
or representatives (including, without limitation, Magera
Management Corporation) is presently aware of any breach of the
foregoing representation and warranty of CPII.
6. Additional Representations and Warranties of the
Parties.
Each of CPII and the Seller represents and warrants to
the other that (a) it has the right, power and authority to
execute, deliver and perform this Agreement; (b) this Agreement
and each other agreement entered into in connection herewith to
which it is a party have been duly and validly authorized,
executed and delivered by it and each such agreement constitutes
its legal, valid and binding obligation, enforceable against it
in accordance with its terms, except as such rights may be
limited by bankruptcy, insolvency and other laws affecting
creditors' rights generally and by equitable principles; (c) no
consent by any third party (including, without limitation, in the
case of the Seller, the limited partners of the Seller) is
required in connection with its execution, delivery and
performance of this Agreement and such agreements referred to in
clause (b) above; (d) it has made its own business determination
and judgment regarding the purchase and sale of the Interest for
the Purchase Price pursuant to this Agreement and that it is not
relying upon any representation or warranty by the other party in
connection therewith or otherwise with respect to the Interest or
the Films, except as expressly set forth herein; and (e) to the
best of its knowledge, no litigation, investigation or
administrative proceeding of or before any court, arbitrator or
governmental authority is pending or threatened with respect to
the production of any of the Films which is likely to result in
any liability or damages to the other.
7. Further Assurances.
(a) The Seller agrees, after the date hereof, to take
all further actions which are reasonably requested by CPII in
connection with the sale and transfer of the Interest to CPII to
carry out the terms of this Agreement; provided that the Seller
shall not be required to incur any out-of-pocket cost or expense
in connection with any such action unless CPII agrees to
reimburse the Seller for such cost or expense.
(b) CPII agrees, after the date hereof, to take all
actions (i) necessary or appropriate for CPII to evidence the
transactions effected hereby, including, without limitation, any
filings with governmental authorities, and to bear the costs of
any such actions or (ii) reasonably requested by Seller in
connection with the sale and transfer effected by this Agreement,
at the cost and expense of Seller; provided that the foregoing
shall in no event impose on CPII any obligations or liabilities
under the federal or state securities laws with respect to
filings thereunder required to be made by Seller.
8. Records.
For a period of seven (7) years following the date of
this Agreement, each of CPII and the Seller agree for the benefit
of the other, upon reasonable prior notice and during regular
business hours, to make its business records relating to the
Interest and the Films available to the other (subject to any
applicable confidentially obligations to which either party may
be subject) for purposes of any tax audit and/or litigation.
9. Indemnification.
(a) Each party (for purposes of this Section 9 each an
"Indemnifying Party") shall indemnify and hold harmless the other
party and its respective subsidiaries, affiliates, shareholders,
partners and agents (including but not limited to Magera
Management Corporation) and the respective shareholders,
partners, officers, directors and employees of each of them (each
an "Indemnified Party") against any and all claims, damages,
judgements, losses, costs, expenses (including, without
limitation, reasonable attorneys' fees and disbursements incurred
in connection with investigating, preparing to defend or
defending against any action, suit or proceeding threatened or
commenced), penalties and liabilities of any kind or nature
whatsoever which may be sustained or suffered by any such
Indemnified Party directly or indirectly, relating to or arising
out of, a breach of any of the covenants, agreements,
representations or warranties contained in this Agreement by such
Indemnifying Party or in any certificate or other document
executed and delivered by such Indemnifying Party pursuant to
this Agreement or at the closing of the sale transaction
contemplated by this Agreement.
(b) All rights and remedies conferred by this
Agreement to an Indemnified Party shall be cumulative and shall
not interfere with or prevent the exercise of any other right or
remedy which may be available to such Indemnified Party hereunder
or otherwise under law or in equity. Any Indemnified Party shall
promptly notify the Indemnifying Party of any claim, demand, suit
or proceeding with respect to which it seeks indemnification
(provided that the failure to give such prompt notice shall not
affect the obligation of the Indemnifying Party unless the
failure to give the notice materially and adversely affects its
interest) and the Indemnifying Party shall at all times have the
right to defend, settle or compromise such claim, demand, suit or
proceeding with counsel of its own choosing and in such manner as
it may deem advisable; provided, however, that an Indemnifying
Party may not settle any such claim, demand, suit or proceeding
which in any way would affect the rights, interest or reputation
of an Indemnified Party without the prior written consent of such
Indemnified Party. If the Indemnifying Party shall elect to
control such defense, the Indemnified Party shall have the right
to engage separate counsel of its choice and participate in the
defense, negotiation or settlement of such action or proceeding
but shall bear the fees and expenses of such separate counsel
retained by it and the Indemnified Party shall cooperate in the
defense of any such claim, demand, action or other proceeding at
no cost or charge to the Indemnifying Party other than for the
other party's reasonable out-of-pocket expenses for performing
such acts as the Indemnifying Party shall request. If the
Indemnifying Party shall fail to appoint counsel on a timely
basis and undertake such defense, the Indemnified Party may
engage its own counsel, and the reasonable charges made in
connection therewith shall be paid by the Indemnifying Party.
The parties' rights, powers and remedies set forth herein shall
be in addition to, and not in lieu of, any rights, powers and
remedies hereunder at law or in equity, by statute or otherwise.
10. Location of Transfer.
The parties agree that the transfer of the Interest
shall occur in California.
11. Revocation of Empowerment to Appear in Suits.
The parties agree that to the extent that CPII
heretofore empowered the Seller to bring, prosecute, defend and
appear in suits, actions and proceedings of any nature under or
concerning all copyrights in the Films and all renewals of these
copyrights, or concerning any infringement of any of these
copyrights or renewals, or interference with any of the rights
granted under these copyrights or renewals, such empowerment is
hereby revoked and terminated effective immediately.
12. Miscellaneous.
(a) This Agreement shall be governed by and construed
in accordance with the laws of the State of New York applicable
to agreements made and to be performed in that State, and may not
be amended, changed or terminated, except by an instrument in
writing signed by each of the parties hereto.
(b) All communications under this Agreement shall be
in writing and shall be deemed to have been duly given when
delivered personally or sent by overnight courier or mailed by
certified or registered first class mail, postage prepaid, return
receipt requested, to the party to whom the same is directed (or
to such other address as a party may have specified by written
notice to the other party):
If to the Seller, to it at:
ML Delphi Premier Partners, L.P.
World Financial Center
North Tower -27th Floor
New York, New York 10281-1327
Attention: Kevin K. Albert
with a copy to:
Merrill Lynch & Co.
World Financial Center
South Tower - 14th Floor
New York, New York 10080-6114
Attention: David Cohen
If to CPII, to it at:
Columbia Pictures Industries, Inc.
c/o Sony Pictures Entertainment Inc.
10202 West Washington Boulevard
Culver City, CA 90232-3195
Attention: Ronald N. Jacobi
General Counsel
with a copy to:
Columbia Pictures Industries, Inc.
c/o Sony Pictures Entertainment Inc.
10202 West Washington Boulevard
Culver City, CA 90232-3195
Attention: Edgar H. Howells, Jr.
Chief Financial Officer
(c) This Agreement together with the Exhibits and
Schedules attached hereto sets forth the entire agreement and
understanding between the parties with respect to the subject
matter hereof and supersedes all prior agreements and
understandings with respect to such subject matter (whether
written or oral) all of which are merged herein.
(d) This Agreement may be entered into in one or more
counterparts, each of which together shall constitute one
agreement.
ML DELPHI PREMIER PARTNERS, L.P.
By: ML Delphi Partners, L.P.,
General Partner
By: ML Film Entertainment Inc.,
General Partner
By:/s/ David Cohen
Name:David Cohen
Title: Vice President
COLUMBIA PICTURES INDUSTRIES, INC.
By:/s/ Steven
Gofman
Name:Steven Gofman
Title: Assistant Secretary
<PAGE>
SCHEDULE 1
SCHEDULE OF FILMS
Armed and Dangerous
Ishtar
That's Life
<PAGE>
SCHEDULE 2
FUNDING INSTRUCTIONS
Amounts payable to ML Delphi Premier Partners, L.P. (the
"Seller") pursuant to the Purchase and Sale Agreement dated as of
October 23, 1998, between the Seller and Columbia Pictures
Industries, Inc. shall be paid to the account of the Seller, as
follows:
ML Delphi Premier Partners, L.P.
Bankers Trust Co.
ABA #: 021001033
Receipts Account #: 50-184-987
<PAGE>
SCHEDULE 3
SCHEDULE OF INDEMNIFICATION PROVISIONS
Distribution Agreement, dated August 28, 1986, between
Columbia Pictures, a division of Columbia Pictures
Industries, Inc., and ML Delphi Premier Partners, L.P.
("Delphi Premier") (Section XV).
Product Origination Agreement, dated August 28, 1986,
between Delphi Premier and Columbia Pictures Industries,
Inc. (Section 8) with respect to "Armed and Dangerous",
"That's Life" and "Ishtar".
<PAGE>
EXHIBIT A
BILL OF SALE
For and in consideration of the sum of One Dollar ($1.00)
and other good and valuable consideration paid simultaneously
herewith by COLUMBIA PICTURES INDUSTRIES, INC., a Delaware
corporation ("CPII"), to ML DELPHI PREMIER PARTNERS, L.P., a
limited partnership organized under Delaware law (the "Seller"),
receipt of which the Seller hereby acknowledges, the Seller
hereby sells, assigns, transfers, delivers and sets over to CPII
all of the Seller's right, title and interest in and to the
feature-length theatrical motion pictures set forth on Schedule 1
attached hereto (the "Films"), including, without limitation: (i)
all common law and statutory copyrights the Seller owns therein
(and all renewals and extensions thereof) throughout the world,
(ii) all preprint materials and copies thereof, (iii) such rights
in the music and literary property rights relating to the Films
and/or on which Films are based, including without limitation,
rights in the screenplay and the underlying literary rights on
which the screenplay was based, as may have been necessary to
permit the exploitation of the Films in all media for which the
Seller has rights, to the full extent of those rights, (iv) the
right to cause the Films to be exhibited, distributed, marketed
and exploited in all media in all territories in which the Seller
has rights, to the full extent of those rights and (v) all
positive and negative film of the Films, wherever located.
Without limiting the generality of the foregoing, the rights
sold, assigned, transferred and delivered to CPII include the
following rights in and to the Films to the extent the Seller
owns or controls such rights:
(a) To secure copyright registration in the Films in CPII's
own name anywhere in the world to the extent of the interest
herein conveyed, and to secure any renewals and extensions
thereof wherever and whenever permitted;
(b) To produce, issue and make negatives and positive
prints of the Films and trailers thereof;
(c) To use the titles of the Films and the right to change
such titles;
(d) To distribute, exhibit, transmit, project, perform,
reissue, subdistribute, sublicense, lease, rent, exploit, turn to
account, dispose of and generally deal in and with the Films, and
trailers thereof, and excerpts and clips therefrom, in any and
all languages (including dubbed, titled and narrated versions) in
all sizes and gauges of film and other materials and for any and
all purposes and uses, including, without limitation, theatrical
purposes of any and all kinds, non-theatrical purposes of all
kinds, and television in all forms, by every means, method,
process, medium or device now or hereafter known, invented,
contemplated or devised, subject, however, to the limitations
imposed by any applicable contracts for the use of literary,
dramatic or musical material;
(e) To publish, or cause or permit to be published, in any
languages and forms, synopses, summaries, resumes and stories of
and excerpts from the Films and any literary, dramatic or musical
material included in the Films or upon which the Films are based,
in newspapers, magazines, trade periodicals, heralds, programs,
booklets, posters, lobby displays, press books and any other
periodicals and in all other media of advertising and publicity
whatsoever, subject, however, to the limitations imposed by any
applicable contracts and guild agreements for the use of
literary, dramatic or musical material;
(f) To broadcast or transmit by radio, wire, television or
any other means or method, or license or authorize others to so
broadcast or transmit, in any language, adaptations, versions or
sketches of the Films, or any parts or portions thereof, from
audio or audiovisual works or with living persons, or otherwise;
and in connection therewith, to use parts of, or excerpts from,
or the theme of any literary, dramatic or musical material
contained in the Films or upon which the Films are based, and to
use in conjunction therewith any other literary, dramatic or
musical material, subject, however, to the limitations imposed by
any applicable contracts and guild agreements for the use of such
materials;
(g) To use the name and reproductions of the physical
likeness and voice of any party rendering services in connection
with the Films for the purposes of advertising or exploiting the
Films, including any product, commodity or service manufactured,
distributed or offered by any person, firm or corporation,
subject, however, to the limitations imposed by any applicable
contracts of employment and guild agreements;
(h) To publish, market and exploit all music and lyrics
composed or written for the Films and synchronized with it as
released, subject, however, to the limitations imposed by any
applicable contracts and guild agreements for the use of such
materials;
(i) To use, or license the use of, all or any part of the
sound recordings, musical scores and individual parts made for or
used in connection with the Films for the purpose of producing or
reproducing phonograph, tape, wire or other recordings of any
kind, whether in albums, single records, cartridges, cassettes,
tapes or otherwise, and whether or not designated for sale to the
public, for electrical transcription for advertising purposes or
for any other purpose, subject, however, to the limitations
imposed by any applicable contracts and guild agreements for the
use of such material;
(j) To use, exercise, employ, exploit and merchandise all
of the characters, situations, objects, properties, wardrobe,
designs, equipment and events depicted, described or portrayed in
the Films, the actors appearing therein and the logos and artwork
therefrom, subject, however, to the limitations imposed by any
applicable contracts for the use thereof and guild agreements;
and
(k) To publish and distribute novelizations, photonovels
and photocomic books of the Films and printed versions of the
literary material on which the Films are based in book form and
in magazines, newspapers and other periodicals, whether in
installments or otherwise, subject, however, to the limitations
imposed by any applicable contracts and guild agreements for the
use of such material.
This Bill of Sale is being delivered pursuant to the terms
of the Purchase and Sale Agreement dated as of October 23, 1998,
between CPII and the Seller.IN WITNESS WHEREOF, the Seller has
caused this Bill of Sale to be executed by its duly authorized
officer as of October 23, 1998.
ML DELPHI PREMIER PARTNERS, L.P.
By: ML Delphi Partners, L.P.,
General Partner
By: ML Film Entertainment Inc.,
General Partner
By:/s/ David
Cohen
Name:David Cohen
Title: Vice President
<PAGE> EXHIBIT B
COPYRIGHT ASSIGNMENT
The undersigned hereby sells, assigns and transfers to
COLUMBIA PICTURES INDUSTRIES, INC., a Delaware corporation, and
its successors and assigns (the "Assignee"), all of its right,
title and interest in and to the motion pictures set forth on
Schedule 1 attached hereto (collectively, the "Films"), and all
copyrights therein (including, without limitation, all copyrights
in the Films registered in the United States Copyright Office).
The undersigned hereby irrevocably appoints the Assignee as
its attorney-in-fact, with full and irrevocable power and
authority to do all acts and things, and to execute, acknowledge,
deliver, file, register and record all documents, in the name and
on behalf of the undersigned, as Assignee may deem necessary or
proper to accomplish the purpose of this Copyright Assignment.
Dated October 23, 1998.
ML DELPHI PREMIER PARTNERS, L.P.
By: ML Delphi Partners, L.P.,
General Partner
By: ML Film Entertainment Inc.,
General Partner
By:/s/ David
Cohen
Name:David Cohen
Title:Vice President
STATE OF NEW YORK )
)
)ss.:
)
COUNTY OF NEW YORK )
On this ____ day of October, 1998, before me personally came
_____________________ to me personally known and who, being by me
duly sworn, did depose and say that he is the ___________________
of ML FILM ENTERTAINMENT INC., the general partner of the general
partner of ML DELPHI PREMIER PARTNERS, L.P., the limited
partnership described herein and which executed the foregoing
instrument, and that he signed his name thereto.
Notary Public
The parties to this agreement are TriStar Pictures, Inc., a
Delaware corporation ("TriStar"), and ML Delphi Premier Partners,
L.P., a Delaware limited partnership (the "Seller"). TriStar, as
successor in interest to TriStar Pictures, a joint venture, and
the Seller are joint venturers in Tri-Star-ML Delphi Premier
Productions, a joint venture organized under New York law (the
"Joint Venture") pursuant to a Joint Venture Agreement dated
August 28, 1986, as amended (the "Joint Venture Agreement").
TriStar desires to purchase (in such capacity, the "Purchaser")
from the Seller, and the Seller desires to sell to TriStar, all
of Seller's right, title and interest in and to the Interest (as
hereinafter defined), subject to the terms and provisions of this
Agreement.
It is therefore agreed as follows:
1. Sale.
For and in consideration of the Purchase Price (as
hereinafter defined) and upon the execution and delivery of this
Agreement by TriStar, the Seller does hereby sell, transfer, set
over and assign to TriStar all of the Seller's right, title and
ownership interest in and to the Films set forth on Schedule 1
hereto (collectively, the "Films"), all of which are owned
through the Joint Venture, and the Seller's interests in the
Joint Venture (hereinafter referred to collectively as the
"Interest"). Concurrently with the execution and delivery of
this Agreement by TriStar and the Seller, the Seller shall
execute and deliver to TriStar (a) an Assignment of Joint Venture
Interest with respect to its interest in the Joint Venture in the
form of Exhibit A attached hereto, and (b) as a joint venturer in
the Joint Venture, a Bill of Sale and a Copyright Assignment in
the forms of Exhibit B and Exhibit C, respectively, attached
hereto.
2. Termination of Distribution Agreements.
Effective as of the date hereof upon payment by TriStar
and receipt by the Seller of the Purchase Price (as hereinafter
defined), the Distribution Agreement dated August 28, 1986, (such
agreement, as amended, being the "Distribution Agreement")
between TriStar and the Joint Venture relating to the Films shall
automatically terminate without any further action on the part of
either party hereto or the Joint Venture. Notwithstanding the
foregoing, the provisions of Article XXIV of the Distribution
Agreement shall survive such termination.
3. Termination of Joint Venture.
Effective as of the date hereof upon payment by TriStar
and receipt by the Seller of the Purchase Price (as hereinafter
defined) and the delivery of the Assignment of Joint Venture
Interest in the form of Exhibit A attached hereto, without any
further action by the parties, the Joint Venture shall terminate
and all right, title and interest in and to the assets of the
Joint Venture and all obligations (other than obligations
incurred by Seller on behalf of the Joint Venture outside of the
scope of Seller's authority) of the Joint Venture shall inure to
TriStar as successor in interest.
4. Purchase Price.
Within two business days of the execution and delivery
of this Agreement by TriStar and the Seller, TriStar shall pay to
the Seller, as the purchase price for the Interest, $625,000.00
(the "Purchase Price"), which shall be paid, without deduction or
setoff, by wire transfer of immediately available funds to the
account of the Seller as set forth on Schedule 2 hereto. The
parties hereto acknowledge and agree that, subject to the terms
of this Agreement, (i) the Purchase Price constitutes full
satisfaction and settlement for the purchase of the Interest and,
in addition, of any and all amounts payable by TriStar to the
Seller or the Joint Venture, and any amounts payable by Seller to
TriStar or the Joint Venture, in each case with respect to the
distribution and exploitation of the Films under the terms of the
Joint Venture Agreement, the Distribution Agreement and the other
agreements and instruments entered into in connection with the
production, distribution and exploitation of the Films as
contemplated by the Seller's Prospectus dated September 4, 1986,
as such agreements, as amended, modified or supplemented, have
been entered into (the "Subject Agreements"), and (ii) upon
receipt of the Purchase Price by the Seller, TriStar shall have
no further liability or obligation to the Seller and Seller shall
have no further liability or obligation to TriStar or the Joint
Venture for the purchase of the Interest or the Films, or for
payments arising under the Subject Agreements with respect to the
distribution and exploitation of the Films, except that
notwithstanding the foregoing, the indemnities granted in the
Subject Agreements set forth in Schedule 3 hereto shall survive.
5. Representations and Warranties of the Seller.
The Seller represents and warrants to TriStar that (a)
the Seller is the owner of the Interest free and clear of all
mortgages, pledges, liens, security interests and other
encumbrances of any nature whatsoever; (b) the Seller has not
assigned or transferred to any other person, firm, corporation,
trust or other entity in any manner, including by way of
subrogation or operation of law or otherwise, all or any portion
of any claim, demand, right (including a right to receive any
payment, whether in respect of a participation interest or
otherwise), action or cause of action that it had, has or might
have arising under or in respect of the Interest, the Films, the
Subject Agreements or the business or operations of the Joint
Venture; and (c) to the best of Seller's knowledge, no
litigation, investigation or administrative proceeding of or
before any court, arbitrator or governmental authority is pending
or threatened against the Joint Venture, Seller or the Seller's
general partner, under or in connection with the Interest, the
Joint Venture, the Subject Agreements, the business or operations
of the Joint Venture or the transactions contemplated hereby.
6. Representations and Warranties of TriStar.
TriStar hereby represents and warrants to the Seller
that no material books or records of TriStar or its affiliates
related to the computation of costs of the Films or Seller's
share of the revenues derived from the exhibition, distribution
and other exploitation of the Films have been withheld by TriStar
from Seller or any agent or representative of Seller (including
without limitation, Magera Management Corporation) with respect
to the distribution and production audits heretofore performed by
or on behalf of the Seller. Seller acknowledges that it has been
given the opportunity to audit the books and records of TriStar
and its affiliates related to the production and distribution of
the Films and agrees that unless Seller has a reasonable basis to
believe that the foregoing representation is untrue, Seller shall
have no further right to audit any such books or records. The
Seller represents and warrants to TriStar that neither the Seller
nor any of its directors, officers, employees, affiliates, agents
or representatives (including, without limitation, Magera
Management Corporation) is presently aware of any breach of the
foregoing representation and warranty of TriStar.
7. Additional Representations and Warranties of the
Parties.
Each of TriStar and the Seller represents and warrants
to the other that (a) it has the right, power and authority to
execute, deliver and perform this Agreement; (b) this Agreement
and each other agreement entered into in connection herewith to
which it is a party have been duly and validly authorized,
executed and delivered by it and each such agreement constitutes
its legal, valid and binding obligation, enforceable against it
in accordance with its terms, except as such rights may be
limited by bankruptcy, insolvency and other laws affecting
creditors' rights generally and by equitable principles; (c) no
consent by any third party (including, without limitation, in the
case of the Seller, the limited partners of the Seller) is
required in connection with its execution, delivery and
performance of this Agreement and such agreements referred to in
clause (b) above; and (d) it has made its own business
determination and judgment regarding the purchase and sale of the
Interest for the Purchase Price pursuant to this Agreement and
that it is not relying upon any representation or warranty by the
other party in connection therewith or otherwise with respect to
the Interest or the Films, except as expressly set forth herein.
TriStar and the Seller acknowledge that "preferred film
interests" (exclusive of the Films or the Interest) acquired by
the Joint Venture from TriStar, which entitled the Joint Venture
to payments based on the gross proceeds of certain films, ceased
to exist on December 31, 1996 and, therefore, are not a part of
any sale, transfer, set over or assignment under this Agreement.
8. Further Assurances.
(a) The Seller agrees, after the date hereof, to take
all further actions which are reasonably requested by TriStar in
connection with the sale and transfer of the Interest to TriStar
to carry out the terms of this Agreement; provided that the
Seller shall not be required to incur any out-of-pocket cost or
expense in connection with any such action unless TriStar agrees
to reimburse the Seller for such cost or expense.
(b) TriStar agrees, after the date hereof, to take all
actions (i) necessary or appropriate for TriStar as purchaser or
for the Joint Venture or TriStar as a joint venturer in the Joint
Venture to evidence the transactions effected hereby, including,
without limitation, any filings with governmental authorities,
and to bear the costs of any such actions or (ii) reasonably
requested by Seller in connection with the sale and transfer
effected by this Agreement, at the cost and expense of Seller;
provided that the foregoing shall in no event impose on TriStar
any obligations or liabilities under the federal or state
securities laws with respect to filings thereunder required to be
made by Seller.
9. Records.
For a period of seven (7) years following the date of
this Agreement, each of TriStar and the Seller agree for the
benefit of the other, upon reasonable prior notice and during
regular business hours, to make its business records relating to
the Interest and the Films available to the other (subject to any
applicable confidentiality obligations to which either party may
be subject) for purposes of any tax audit and/or litigation.
10. Indemnification.
(a) Each party (for purposes of this Section 10 each
an "Indemnifying Party") shall indemnify and hold harmless the
other party and its respective subsidiaries, affiliates,
shareholders, partners and agents (including but not limited to
Magera Management Corporation) and the respective shareholders,
partners, officers, directors and employees of each of them (each
an "Indemnified Party") against any and all claims, damages,
judgements, losses, costs, expenses (including, without
limitation, reasonable attorneys' fees and disbursements incurred
in connection with investigating, preparing to defend or
defending against any action, suit or proceeding threatened or
commenced), penalties and liabilities of any kind or nature
whatsoever which may be sustained or suffered by any such
Indemnified Party directly or indirectly, relating to or arising
out of, a breach of any of the covenants, agreements,
representations or warranties contained in this Agreement by such
Indemnifying Party or in any certificate or other document
executed and delivered by such Indemnifying Party pursuant to
this Agreement or at the closing of the sale transaction
contemplated by this Agreement.
(b) All rights and remedies conferred by this
Agreement to an Indemnified Party shall be cumulative and shall
not interfere with or prevent the exercise of any other right or
remedy which may be available to such Indemnified Party hereunder
or otherwise under law or in equity. Any Indemnified Party shall
promptly notify the Indemnifying Party of any claim, demand, suit
or proceeding with respect to which it seeks indemnification
(provided that the failure to give such prompt notice shall not
affect the obligation of the Indemnifying Party unless the
failure to give the notice materially and adversely affects its
interest) and the Indemnifying Party shall at all times have the
right to defend, settle or compromise such claim, demand, suit or
proceeding with counsel of its own choosing and in such manner as
it may deem advisable; provided, however, that an Indemnifying
Party may not settle any such claim, demand, suit or proceeding
which in any way would affect the rights, interest or reputation
of an Indemnified Party without the prior written consent of such
Indemnified Party. If the Indemnifying Party shall elect to
control such defense, the Indemnified Party shall have the right
to engage separate counsel of its choice and participate in the
defense, negotiation or settlement of such action or proceeding
but shall bear the fees and expenses of such separate counsel
retained by it and the Indemnified Party shall cooperate in the
defense of any such claim, demand, action or other proceeding at
no cost or charge to the Indemnifying Party other than for the
other party's reasonable out-of-pocket expenses for performing
such acts as the Indemnifying Party shall request. If the
Indemnifying Party shall fail to appoint counsel on a timely
basis and undertake such defense, the Indemnified Party may
engage its own counsel, and the reasonable charges made in
connection therewith shall be paid by the Indemnifying Party.
The parties' rights, powers and remedies set forth herein shall
be in addition to, and not in lieu of, any rights, powers and
remedies hereunder at law or in equity, by statute or otherwise.
11. Location of Transfer.
The parties agree that the transfer of the Interest
shall occur in California.
12. Revocation of Empowerment to Appear in Suits.
The parties agree that to the extent that TriStar
heretofore empowered the Seller to bring, prosecute, defend and
appear in suits, actions and proceedings of any nature under or
concerning all copyrights in the Films and all renewals of these
copyrights, or concerning any infringement of any of these
copyrights or renewals, or interference with any of the rights
granted under these copyrights or renewals, such empowerment is
hereby revoked and terminated effective immediately.
13. Miscellaneous.
(a) This Agreement shall be governed by and construed
in accordance with the laws of the State of New York applicable
to agreements made and to be performed in that State, and may not
be amended, changed or terminated, except by an instrument in
writing signed by each of the parties hereto.
(b) All communications under this Agreement shall be
in writing and shall be deemed to have been duly given when
delivered personally or sent by overnight courier or mailed by
certified or registered first class mail, postage prepaid, return
receipt requested, to the party to whom the same is directed (or
to such other address as a party may have specified by written
notice to the other party):
If to the Seller, to it at:
ML Delphi Premier Partners, L.P.
World Financial Center
North Tower -27th Floor
New York, New York 10281-1327
Attention: Kevin K. Albert
with a copy to:
Merrill Lynch & Co.
World Financial Center
South Tower -14th Floor
New York, New York 10080-6114
Attention: David Cohen
If to TriStar, to it at:
TriStar Pictures, Inc.
c/o Sony Pictures Entertainment Inc.
10202 West Washington Boulevard
Culver City, CA 90232-3195
Attention: Ronald N. Jacobi
General Counsel
with a copy to:
TriStar Pictures, Inc.
c/o Sony Pictures Entertainment Inc.
10202 West Washington Boulevard
Culver City, CA 90232-3195
Attention: Edgar H. Howells, Jr.
Chief Financial Officer
(c) This Agreement is being entered into by Seller in
its individual capacity and, as to Section 3 hereof, as a joint
venturer in the Joint Venture. This Agreement is being entered
into by TriStar in its individual capacity, as Purchaser, and, as
to Section 2 hereof as a party to the Distribution Agreement and
as a joint venturer in the Joint Venture, and as to Section 3
hereof, as a joint venturer in the Joint Venture. This Agreement
is further entered into by Seller and TriStar, as to Section 4 in
their respective capacities as parties to or beneficiaries of
interests in the Subject Agreements.
d) This Agreement together with the Exhibits and Schedules
attached hereto sets forth the entire agreement and understanding
between the parties with respect to the subject matter hereof and
supersedes all prior agreements and understandings with respect
to such subject matter (whether written or oral) all of which are
merged herein.
(e) This Agreement may be entered into in one or more
counterparts, each of which together shall constitute one
agreement.
ML DELPHI PREMIER PARTNERS, L.P.
By: ML Delphi Partners, L.P.,
General Partner
By: ML Film Entertainment Inc.
General Partner
By:/s/ David
Cohen
Name:David Cohen
Title:Vice Presidenr
TRISTAR PICTURES, INC.
By:/s/ Steven
Gofman
Name:Steven Gofman
Title:Assistant Secretary
<PAGE>
SCHEDULE 1
SCHEDULE OF FILMS
Amazing Grace and Chuck
Blind Date
Every Time We Say Goodbye
For Keeps (also known as "Maybe Baby")
Gardens of Stone
Let's Get Harry
Like Father, Like Son
Nadine
No Mercy
Peggy Sue Got Married
Sunset
Suspect
Sweet Hearts Dance
The Boss' Wife
The Principal
The Seventh Sign (also known as "The Boarder")
The Squeeze (also known as "Skip Tracer")
Avalon
Another You
Fisher King
<PAGE>
SCHEDULE 2
FUNDING INSTRUCTIONS
Amounts payable to ML Delphi Premier Partners, L.P. (the
"Seller") pursuant to the Purchase and Sale Agreement dated as of
October 23, 1998 between the Seller and TriStar Pictures, Inc.
shall be paid to the account of the Seller, as follows:
ML Delphi Premier Partners, L.P
Bankers Trust Co.
ABA #: 021001033
Receipts Account #: 50-184-987
<PAGE>
SCHEDULE 3
SCHEDULE OF INDEMNIFICATION PROVISIONS
Joint Venture Agreement, dated August 28, 1986, between Tri-
Star Pictures, Inc. (which is successor in interest to
TriStar Pictures, a joint venture) ("TriStar") and ML Delphi
Premier Partners, L.P. ("Delphi Premier") (Sections 24 and
27).
Distribution Agreement dated August 28, 1986 between TriStar
and Tri-Star-ML Delphi Premier Productions ("Tri-Star-Delphi
Premier") (Section XXIV).
Product Origination Agreement, dated as of August 28, 1986,
between TriStar and Tri-Star-Delphi Premier (Section 11).
Production Services Agreement, dated as of April 10, 1987,
between TriStar and Tri-Star-Delphi Premier (Sections 10 and
12) with respect to "For Keeps" (also known as "Maybe
Baby").
Production Services Agreement, dated as of April 10, 1987,
between TriStar and Tri-Star-Delphi Premier (Sections 10 and
12) with respect to "The Seventh Sign" (also known as "The
Boarder").
Production Services Agreement, dated as of January 26, 1987,
between TriStar and Tri-Star-Delphi Premier (Sections 10 and
12) with respect to "The Principal".
Production Services Agreement, dated as of August 28, 1986,
between TriStar and Tri-Star-Delphi Premier (Sections 10 and
12) with respect to "The Squeeze" (also known as "Skip
Tracer").
Production Services Agreement, dated as of September 23,
1986, between TriStar and Tri-Star-Delphi Premier (Sections
10 and 12) with respect to "Nadine".
Production Services Agreement, dated as of March 2, 1987,
between TriStar and Tri-Star-Delphi Premier (Sections 10 and
12) with respect to "Like Father, Like Son".
Production Services Agreement, dated as of April 10, 1987,
between TriStar and Tri-Star-Delphi Premier (Sections 10 and
12) with respect to "Sunset".
Production Services Agreement, dated as of February 13,
1987, between TriStar and Tri-Star-Delphi Premier (Sections
10 and 12) with respect to "Suspect".
Production Services Agreement, dated as of March 13, 1987,
between TriStar and Tri-Star-Delphi Premier (Sections 10 and
12) with respect to "Sweet Hearts Dance".
Purchase and Sale Agreement, dated April 8, 1987, between
TriStar and Tri-Star-Delphi Premier (Sections 7 and 8) with
respect to "Amazing Grace and Chuck".
Purchase and Sale Agreement, dated April 10, 1987, between
TriStar and Tri-Star-Delphi Premier (Sections 7 and 8) with
respect to "Gardens of Stone".
<PAGE>
EXHIBIT A
ASSIGNMENT OF JOINT VENTURE INTEREST
KNOW THAT ML Delphi Premier Partners, L.P. ("Assignor"), for
good and valuable consideration received from TriStar Pictures,
Inc. ("Assignee"), hereby assigns to Assignee all of its right,
title and interest in Tri-Star-ML Delphi Premier Productions (a
New York joint venture) (the "Joint Venture") from and after the
date hereof (the "Interest").
TO HAVE AND TO HOLD the same unto Assignee and to the
successors and assigns of Assignee forever.
By accepting this Assignment, Assignee hereby assumes all
obligations associated with the Interest, whether arising prior
to, on, or after the date hereof (other than obligations incurred
by Assignor on behalf of the Joint Venture outside of the scope
of Assignor's authority).
IN WITNESS WHEREOF, Assignor has executed this Assignment as
of October 23, 1998.
ML DELPHI PREMIER PARTNERS, L.P.
By: ML Delphi Partners, L.P.,
General Partner
By: ML Film Entertainment Inc.,
General Partner
By:/s/ David
Cohen
Name:David Cohen
Title: Vice President
Accepted as of the date
first above written
TRISTAR PICTURES, INC.
By:/s/ Steve Gofman
Name:Steven Gofman
Title:Assistant Secretary
<PAGE> EXHIBIT B
BILL OF SALE
For and in consideration of the sum of One Dollar ($1.00)
and other good and valuable consideration paid simultaneously
herewith by TRISTAR PICTURES, INC., a Delaware corporation
("TriStar"), to TRI-STAR-ML DELPHI PREMIER PRODUCTIONS (the
"Seller"), a joint venture organized under New York law between
TriStar and ML Delphi Premier Partners, L.P. ("Delphi"), receipt
of which the Seller hereby acknowledges, the Seller hereby sells,
assigns, transfers, delivers and sets over to TriStar all of the
Seller's right, title and interest in and to the feature-length
theatrical motion pictures set forth on Schedule 1 attached
hereto (the "Films"), including, without limitation: (i) all
common law and statutory copyrights the Seller owns therein (and
all renewals and extensions thereof) throughout the world, (ii)
all preprint materials and copies thereof, (iii) such rights in
the music and literary property rights relating to the Films
and/or on which Films are based, including without limitation,
rights in the screenplay and the underlying literary rights on
which the screenplay was based, as may have been necessary to
permit the exploitation of the Films in all media for which the
Seller has rights, to the full extent of those rights, (iv) the
right to cause the Films to be exhibited, distributed, marketed
and exploited in all media in all territories in which the Seller
has rights, to the full extent of those rights and (v) all
positive and negative film of the Films, wherever located.
Without limiting the generality of the foregoing, the rights
sold, assigned, transferred and delivered to TriStar include the
following rights in and to the Films to the extent the Seller
owns or controls such rights:
(a) To secure copyright registration in the Films in
TriStar's own name anywhere in the world to the extent of the
interest herein conveyed, and to secure any renewals and
extensions thereof wherever and whenever permitted;
(b) To produce, issue and make negatives and positive
prints of the Films and trailers thereof;
(c) To use the titles of the Films and the right to change
such titles;
(d) To distribute, exhibit, transmit, project, perform,
reissue, subdistribute, sublicense, lease, rent, exploit, turn to
account, dispose of and generally deal in and with the Films, and
trailers thereof, and excerpts and clips therefrom, in any and
all languages (including dubbed, titled and narrated versions) in
all sizes and gauges of film and other materials and for any and
all purposes and uses, including, without limitation, theatrical
purposes of any and all kinds, non-theatrical purposes of all
kinds, and television in all forms, by every means, method,
process, medium or device now or hereafter known, invented,
contemplated or devised, subject, however, to the limitations
imposed by any applicable contracts for the use of literary,
dramatic or musical material;
(e) To publish, or cause or permit to be published, in any
languages and forms, synopses, summaries, resumes and stories of
and excerpts from the Films and any literary, dramatic or musical
material included in the Films or upon which the Films are based,
in newspapers, magazines, trade periodicals, heralds, programs,
booklets, posters, lobby displays, press books and any other
periodicals and in all other media of advertising and publicity
whatsoever, subject, however, to the limitations imposed by any
applicable contracts and guild agreements for the use of
literary, dramatic or musical material;
(f) To broadcast or transmit by radio, wire, television or
any other means or method, or license or authorize others to so
broadcast or transmit, in any language, adaptations, versions or
sketches of the Films, or any parts or portions thereof, from
audio or audiovisual works or with living persons, or otherwise;
and in connection therewith, to use parts of, or excerpts from,
or the theme of any literary, dramatic or musical material
contained in the Films or upon which the Films are based, and to
use in conjunction therewith any other literary, dramatic or
musical material, subject, however, to the limitations imposed by
any applicable contracts and guild agreements for the use of such
materials;
(g) To use the name and reproductions of the physical
likeness and voice of any party rendering services in connection
with the Films for the purposes of advertising or exploiting the
Films, including any product, commodity or service manufactured,
distributed or offered by any person, firm or corporation,
subject, however, to the limitations imposed by any applicable
contracts of employment and guild agreements;
(h) To publish, market and exploit all music and lyrics
composed or written for the Films and synchronized with it as
released, subject, however, to the limitations imposed by any
applicable contracts and guild agreements for the use of such
materials;
(i) To use, or license the use of, all or any part of the
sound recordings, musical scores and individual parts made for or
used in connection with the Films for the purpose of producing or
reproducing phonograph, tape, wire or other recordings of any
kind, whether in albums, single records, cartridges, cassettes,
tapes or otherwise, and whether or not designated for sale to the
public, for electrical transcription for advertising purposes or
for any other purpose, subject, however, to the limitations
imposed by any applicable contracts and guild agreements for the
use of such material;
(j) To use, exercise, employ, exploit and merchandise all
of the characters, situations, objects, properties, wardrobe,
designs, equipment and events depicted, described or portrayed in
the Films, the actors appearing therein and the logos and artwork
therefrom, subject, however, to the limitations imposed by any
applicable contracts for the use thereof and guild agreements;
and
(k) To publish and distribute novelizations, photonovels
and photocomic books of the Films and printed versions of the
literary material on which the Films are based in book form and
in magazines, newspapers and other periodicals, whether in
installments or otherwise, subject, however, to the limitations
imposed by any applicable contracts and guild agreements for the
use of such material.
This Bill of Sale is being delivered pursuant to the terms
of the Purchase and Sale Agreement dated as of October 23, 1998,
between TriStar and Delphi.
IN WITNESS WHEREOF, the Seller has caused this Bill of Sale
to be executed by its duly authorized officer as of October 23,
1998.
TRI-STAR-ML DELPHI PREMIER PRODUCTIONS
By: ML DELPHI PREMIER PARTNERS,
L.P.,
a Joint Venturer
By: ML Delphi Partners, L.P.
General Partner
By: ML Film Entertainment Inc.,
General Partner
By:/s/ David
Cohen
Name:David Cohen
Title: Vice President
By: TRISTAR PICTURES, INC.
By:/s/ Steven
Gofman
Name:Steven Gofman
Title:Assistsant Secretary
<PAGE> EXHIBIT C
COPYRIGHT ASSIGNMENT
The undersigned hereby sells, assigns and transfers to
TRISTAR PICTURES, INC., a Delaware corporation, and its
successors and assigns (the "Assignee"), all of its right, title
and interest in and to the motion pictures set forth on
Schedule 1 attached hereto (collectively, the "Films"), and all
copyrights therein (including, without limitation, all copyrights
in the Films registered in the United States Copyright Office).
The undersigned hereby irrevocably appoints the Assignee as
its attorney-in-fact, with full and irrevocable power and
authority to do all acts and things, and to execute, acknowledge,
deliver, file, register and record all documents, in the name and
on behalf of the undersigned, as Assignee may deem necessary or
proper to accomplish the purpose of this Copyright Assignment.
Dated October 23, 1998.
TRI-STAR-ML DELPHI PREMIER PRODUCTIONS
By: ML DELPHI PREMIER PARTNERS,
L.P.,
a Joint Venturer
By: ML Delphi Partners, L.P.,
General Partner
By: ML Film Entertainment Inc.,
General Partner
By:/s/ David
Cohen
Name:David Cohen
Title: Vice President
By: TRISTAR PICTURES, INC.
By:/s/ Steven
Gofman
Name:Steven Gofman
Title:Assistsant Secretary
STATE OF NEW YORK )
)
)ss.:
)
COUNTY OF NEW YORK )
On this ____ day of October, 1998, before me personally came
____________________ to me personally known and who, being by me
duly sworn, did depose and say that he is the __________________
of ML FILM ENTERTAINMENT INC., the general partner of the general
partner of ML DELPHI PREMIER PARTNERS, L.P., a joint venturer in
TRI-STAR-ML DELPHI PREMIER PRODUCTIONS, the joint venture
described herein and which executed the foregoing instrument, and
that he signed his name thereto.
Notary Public
STATE OF CALIFORNIA )
)
)ss.:
)
COUNTY OF )
On this ____ day of October, 1998, before me personally came
_____________________ to me personally known and who, being by me
duly sworn, did depose and say that he is the
______________________ of TRISTAR PICTURES, INC., a joint
venturer in TRI-STAR-ML DELPHI PREMIER PRODUCTIONS, the joint
venture described herein and which executed the foregoing
instrument, and that he signed his name thereto.
Notary Public
