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As of October 2, 2003
RuffNation Films, LLC
c/o Grubman Indursky & Schindler,
P.C.
Carnegie Hall Tower
152 West 57th Street
New York, New York 10019
Attention: Theodore P. Harris, Esq.
Ladies and Gentlemen:
Reference is made to the agreement between
RuffNation Films, LLC ("you" or the
"Promoter Venturer") and us (sometimes
referred to hereinafter as "Sony" or
"Sony Venturer"), dated as of September 20,
2002 [SMU 02-329.4(2)], with respect
to the formation of a joint venture, as
such agreement may have been modified or
supplemented (the "Joint Venture
Agreement"). The provisions of the short-form
agreement preceding the Basic Agreement
(all of which are part of the Joint
Venture Agreement) are hereinafter referred
to as the "Short-Form Provisions".
The following, when signed by you and by us
will modify the Joint Venture
Agreement. Unless specifically provided to
the contrary below, all terms defined
in the Joint Venture Agreement will have
the same meanings when used below.
1. Term. The first sentence of Section
3(a)(1) of the Short-Form Provisions is
hereby deleted in its entirety and replaced
with the following:
"The term of this agreement with respect to
the Film Venture (hereinafter, the
"Film Term") shall commence as of September
20, 2002, and shall continue in
force for a period (such period, the
"Initial Film Term") ending on the later of
September 30, 2006 and the date an which
you satisfy your Film Commitment (as
such term is defined in the modification
hereof dated as of September 30, 2003)
(unless such Period is extended or
suspended as provided herein). (Each of the
three (3) years between the data hereof
(e.g., October 2, 2003 to October 2,
2006) shall be an "Extended Contract
Year".)"
2. Film Commitment. Sony acknowledges your
delivery of "Snipes" as the First
Film, which constitutes one (1) of the two
(2) Films with respect to which you
are required to fund the creation,
production and marketing thereof.
Notwithstanding anything to the contrary in
paragraph 1 of the Short-Term
Provisions, you agree that during the
initial Film Term, in lieu of the second
Film, you shall fund the creation,
production and marketing of nine (9) Films
and Deliver to Sony Home Videos of such
Films (each, a "Commitment Film") for
Sony's release on DVD and any other format
on which Sony elects to release such
Films (the "Film Commitment"). As with the
First Film, Sony shall have the
exclusive right, throughout the world and
in perpetuity, to manufacture, market,
distribute and otherwise Home Videos in any
and all formats (including, without
limitation, any DVD hereof) embodying each
of the Films.
3. Commitment Films Treated as Second Film.
For all purposes of the Joint
Venture Agreement other than paragraph 3 of
the Short-Form Provisions, each
Commitment Film shall be deemed and treated
as a Second Film.
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4. Soundtrack Albums.
(a) Notwithstanding anything to the contrary in the Joint
Venture
Agreement, in lieu of releasing a
Soundtrack Album for the second Film (i.e.,
the first Commitment Film), Sony will
release a Soundtrack Album in the United
States for each of the Commitment Films
provided the Venturers mutually agree
that such Commitment Film warrants the
release of a Soundtrack Album, subject in
each case to the mutual approval in writing
b
