Master Purchase Order Assignment Agreement [Amendment No. 4] - Transcap Trade Finance and Bay Area Multimedia Inc.
FOURTH AMENDMENT
TO
MASTER PURCHASE ORDER
ASSIGNMENT AGREEMENT
This Fourth Amendment to that certain Master Purchase Order Assignment
Agreement (the "Amendment") is made as of the 2 day of July, 2001, between
TRANSCAP TRADE FINANCE, an Illinois general partnership (the "Contractor") and
BAM! ENTERTAINMENT, INC., a Delaware corporation (the "BAM!").
W I T N E S S E T H :
WHEREAS, the Contractor and BAY AREA MULTIMEDIA, INC., a California
corporation (the "Manufacturer") and the predecessor of BAM! are parties to (a)
that certain Master Purchase Order Assignment Agreement dated as of February 25,
2000 as amended (the "Assignment Agreement"), and (b) that certain Security
Agreement and Financing Statement dated as of February 25, 2000 (the "Security
Agreement");
WHEREAS, the Manufacturer and BAM! were parties to a certain merger
pursuant to which BAM! has succeeded by operation of law to all of the rights
and obligations of the Manufacturer;
WHEREAS, the Contractor and BAM! desire to amend the Assignment Agreement
and the Security Agreement as set forth herein;
NOW, THEREFORE, in consideration of the premises and other consideration,
the receipt and sufficiency of which is hereby acknowledged by each of the
Contractor and the Manufacturer, the parties hereto hereby agree as follows:
1. Effect of Merger. BAM! acknowledges and agrees that, by operation of
law and as a result of the merger of the Manufacturer with any into BAM!, that
BAM! now possesses all of the all the rights, privileges, powers and franchises
of whatsoever nature and description, of a public or of a private nature, and is
now subject to all the restrictions, disabilities and duties of the
Manufacturer, and that all rights of Contractor and all of the Contractor's
liens upon the property of the Manufacturer shall be preserved unimpaired, and
all debts, liabilities and duties of the Manufacturer shall thenceforth attach
to BAM! and may be enforced against BAM! to the same extent as if said debts,
liabilities and duties had been incurred or contracted by it, and that, as a
result of the foregoing, BAM! is bound by the Assignment Agreement and the
Security Agreement to the same extent as the Manufacturer, and that all
references in such documents to the Manufacturer shall be deemed to be
references to BAM!.
2. Further Assurances. From and after the date hereof, BAM! shall execute
and deliver such documents or instruments, and do or cause to be done such other
acts, as may be reasonably required to assure, complete and evidence the intent
of this Agreement.
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3. Amendment. This Amendment constitutes an amendment to the Assignment
Agreement and the Security Agreement, and except to the extent inconsistent
herewith, the parties do hereby reconfirm the Assignment Agreement and the
Security Agreement in their entirety.
5. Effectiveness of Amendment. This Amendment will not be effective
until each of the persons set forth on Addendum III of the Assignment Agreement
shall have executed an acknowledgment to the Guaranty previously executed by
such persons, in form and substance satisfactory to Contractor.
6. Counterparts. This Amendment may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same agreement. Delivery of an executed
counterpart of this Amendment by facsimile shall be equally as effective as
delivery of a manually executed counterpart of this Amendment. Any party
delivering an executed counterpart of this Amendment by facsimile shall also
deliver a manually executed counterpart of this Amendment, but the failure to
deliver a manually executed counterpart shall not affect the validity,
enforceability, and binding effect of this Amendment.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of
the date first written above.
TRANSCAP TRADE FINANCE
By: /s/ MICHAEL SEAR
-----------------------------------
Michael Sear, Executive Vice President
Transcap Associates, Inc., general partner
BAM! ENTERTAINMENT, INC.
By: /s/ RAYMOND C. MUSCI
-----------------------------------
Name: Raymond C. Musci
---------------------------------
Title: President
--------------------------------
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ACKNOWLEDGMENT OF GUARANTORS
Each of the undersigned hereby acknowledges receiving and reviewing that
certain Fourth Amendment to that certain Master Purchase Order Assignment
Agreement (the "Amendment"). Each of the undersigned, by its execution hereof,
hereby agrees the Guaranty previously executed by him or her shall remain in
full force and effect and that all references in said Guaranty to the Master
Purchase Order Assignment Agreement shall be deemed to refer to the Master
Purchase Order Assignment Agreement as amended by the Amendment.
Dated: 6-29-01
/s/ RAYMOND C. MUSCI
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