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EXHIBIT 10
[SANWA BANK LETTERHEAD]
May 13, 1999
MR. WILLIAM M. KING VIA MESSENGER
Treasurer
EQUITY MARKETING, INC.
6330 San Vicente Blvd.
Los Angeles, CA 90048
RE: AMENDED AND RESTATED CREDIT AGREEMENT (THE "AGREEMENT") DATED DECEMBER 10,
1998 BY AND AMONG EQUITY MARKETING, INC. ("EQUITY" OR THE "BORROWER"),
SANWA BANK CALIFORNIA ("SANWA") AS AGENT, AND IMPERIAL BANK ("IMPERIAL").
SANWA AND IMPERIAL SHALL COLLECTIVELY BE THE LENDERS.
Dear Bill:
Equity has requested the following waivers in connection with the
above-referenced Agreement:
1. 8(i)--Minimum Tangible Net Worth;
2. 8(j)(1)--Total Liabilities to Net Worth (including L/C's);
3. 8(j)(2)--Total Liabilities to Net Worth (excluding L/C's);
4. 8(l)--Minimum Funded Debt Coverage Ratio; and
5. 8(m)--Minimum Fixed Charge Coverage Ratio.
The Lenders hereby waive the Borrower's breach of all of the above Sections in
the Agreement occurring as of March 31, 1999. Any further violations to the
Agreement are not waived.
Except to the extent of this and any prior waiver, the Agreement shall remain
unaltered and in full force and effect. This letter shall not be a waiver of
any existing default or breach of a covenant unless specified herein.
This waiver shall be effective only upon receipt by the Bank of the enclosed
acknowledgement copy executed by the Borrower and Imperial. If the foregoing is
acceptable, please sign the enclosed copy and return to the undersigned not
later than May 14, 1999.
Sincerely,
/s/ JUDY Y. TU
Judy Y. Tu
Commercial Banking Officer
Accepted and Agreed by Acknowledged and Concurred by:
EQUITY MARKETING, INC. IMPERIAL BANK
By: /s/ TERESA P. COVINGTON By: /s/ JENNIFER C. HUANG
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Name: Teresa P. Covington Name: Jennifer C. Huang
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Title: V.P., Finance Title: Commercial Loan Officer
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