EXHIBIT 4.4 10 1/4% SENIOR DISCOUNT NOTES DUE 2007 REGISTRATION RIGHTS AGREEMENT Dated as of October 28, 1997 by and among FOX KIDS WORLDWIDE, INC., MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, CITICORP SECURITIES INC.Registration Rights Agreement • January 26th, 1998 • Fox Kids Worldwide Inc • Services-motion picture & video tape production • New York
EXHIBIT 10.31 ================================================================= =============== SECOND AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF OCTOBER 28, 1997Credit Agreement • March 25th, 1998 • Fox Kids Worldwide Inc • Services-motion picture & video tape production • New York
FIRST AMENDMENT TO SUBSCRIPTION AGREEMENT This First Amendment to Subscription Agreement (the "AMENDMENT"), dated as of November __, 1999, is entered into by and among Fox Broadcasting Company, a Delaware corporation (the "PURCHASER"), Fox Kids Europe...Subscription Agreement • February 14th, 2000 • Fox Family Worldwide Inc • Services-motion picture & video tape production
c) Regent University, a Virginia corporation ("Regent"), has agreed to ------ sell to FKWW all of the Class B Stock owned by it, pursuant to the terms of that certain Stock Purchase Agreement, dated of even date herewith, by and between FKWW and...Merger Agreement • January 26th, 1998 • Fox Kids Worldwide Inc • Services-motion picture & video tape production • Delaware
OFOperating Agreement • January 26th, 1998 • Fox Kids Worldwide Inc • Services-motion picture & video tape production • Delaware
EX-10.1 - 2Loan Agreement • February 14th, 2000 • Fox Family Worldwide Inc • Services-motion picture & video tape production • New York
EXHIBIT 10.25 FOURTH AMENDMENT TO LEASE ------------------------- This Fourth Amendment to Lease ("Fourth Amendment") is made and entered into as of December 18, 2000, by and between EOP 10960 WILSHIRE L.L.C., a Delaware limited liability company,...Lease • September 28th, 2001 • Fox Family Worldwide Inc • Services-motion picture & video tape production
EXHIBIT 10.22 INDEMNIFICATION AGREEMENT This Indemnification Agreement is entered into as of this 22nd day of December, 1995 ("Agreement") by and between Fox Broadcasting Company ("FBC") and Fox Children's Network, Inc. ("FCN").Indemnification Agreement • January 26th, 1998 • Fox Kids Worldwide Inc • Services-motion picture & video tape production • California
EXHIBIT 2.7 AMENDED AND RESTATED AGREEMENTAgreement • January 26th, 1998 • Fox Kids Worldwide Inc • Services-motion picture & video tape production
GUARANTY --------Guaranty • January 26th, 1998 • Fox Kids Worldwide Inc • Services-motion picture & video tape production • Delaware
EXHIBIT 2.6 STOCK PURCHASE AGREEMENTStock Purchase Agreement • January 26th, 1998 • Fox Kids Worldwide Inc • Services-motion picture & video tape production • Delaware
andIndenture • January 26th, 1998 • Fox Kids Worldwide Inc • Services-motion picture & video tape production • New York
WITNESSETHOffice Lease • September 28th, 2001 • Fox Family Worldwide Inc • Services-motion picture & video tape production
WITNESSETHLease Agreement • September 28th, 2000 • Fox Family Worldwide Inc • Services-motion picture & video tape production
SUBSCRIPTION AGREEMENT This Subscription Agreement (the "AGREEMENT"), dated as of June 28, 1999, is entered into by and among Fox Broadcasting Company, a Delaware corporation (the "PURCHASER"), and Fox Kids Europe Holdings, Inc., a California...Subscription Agreement • September 28th, 1999 • Fox Family Worldwide Inc • Services-motion picture & video tape production • California
EXHIBIT 10.36 MEMORANDUM OF AGREEMENT Agreement made as of January 19, 1996, between Saban Merchandising, Inc. ("Saban"), and Ventura Film Distributors, B.V. ("Ventura"), on the one hand, and Bandai America Incorporated ("Bandai"), on the other hand....Licensing Agreement • January 26th, 1998 • Fox Kids Worldwide Inc • Services-motion picture & video tape production
AMENDMENT AND WAIVER NO. 4 TO THE LOAN DOCUMENTS AMENDMENT AND WAIVER dated as of May 26, 1999 to (a) the Second Amended and Restated Credit Agreement dated as of October 28, 1997 (as amended by Letter Amendment No. 1 dated as of November 18, 1997,...Loan Agreement • September 28th, 1999 • Fox Family Worldwide Inc • Services-motion picture & video tape production • New York
EXHIBIT 10.44 AGREEMENT RE REGISTRATION RIGHTS This Agreement Re Registration Rights (this "Agreement") is made and entered into as of August 1, 1997 by and among Saban Entertainment, Inc. ("SEI"), Haim Saban and each of the entities listed on...Registration Rights Agreement • January 26th, 1998 • Fox Kids Worldwide Inc • Services-motion picture & video tape production
EXHIBIT 99.3 March __, 1998 EXCHANGE AGENT AGREEMENT ------------------------ The Bank of New York Corporate Trust Trustee Administration 101 Barclay Street - 21st Floor New York, New York 10286 Ladies and Gentlemen: Fox Kids Worldwide, Inc. (the...Exchange Agent Agreement • March 12th, 1998 • Fox Kids Worldwide Inc • Services-motion picture & video tape production • New York
C. In connection with the formation of the Management Company, SEI and/or its Affiliates and certain Affiliates of Guarantor are entering into related agreements, contracts, documents and instruments listed on Exhibit A hereto --------- (hereinafter...Guarantee • January 26th, 1998 • Fox Kids Worldwide Inc • Services-motion picture & video tape production
EXHIBIT 10.25 REGISTRATION AGREEMENT THIS REGISTRATION AGREEMENT (the "Agreement") is made and entered into as of December 22, 1995 by and among Saban Entertainment Inc., a Delaware corporation ("SEI"), Haim Saban ("Saban"), each of the entities...Registration Agreement • January 26th, 1998 • Fox Kids Worldwide Inc • Services-motion picture & video tape production • California
EXHIBIT 10.8 EMPLOYMENT AGREEMENT -------------------- This Employment Agreement is entered into as of the 1st day of September, 1996 by and between Fox Kids Worldwide, Inc., a Delaware corporation ("Company") and Shuki Levy ("Employee"): 1....Employment Agreement • January 26th, 1998 • Fox Kids Worldwide Inc • Services-motion picture & video tape production • California
FOX FAMILY WORLDWIDEEmployment Contract • September 28th, 2000 • Fox Family Worldwide Inc • Services-motion picture & video tape production
EXHIBIT 10.29 AMENDMENT AND WAIVER NO. 3 TO THE LOAN DOCUMENTS AMENDMENT AND WAIVER dated as of June 29, 1998 to (a) the Second Amended and Restated Credit Agreement dated as of October 28, 1997 (as amended by Letter Amendment No. 1 dated as of...Loan Agreement • September 25th, 1998 • Fox Family Worldwide Inc • Services-motion picture & video tape production
PROGRAM: "Che Je Yu Ranger" a/k/a "Galaxy Rangers" DATE: August 21, 1992 DISTRIBUTION AGREEMENT ---------------------- THIS AGREEMENT ("Agreement") is made as of the above date between SABAN INTERNATIONAL SERVICES, INC. ("SISI") at 4000 W. Alameda...Distribution Agreement • January 26th, 1998 • Fox Kids Worldwide Inc • Services-motion picture & video tape production
AMENDMENT NO. 2 TO OPERATING AGREEMENTOperating Agreement • January 26th, 1998 • Fox Kids Worldwide Inc • Services-motion picture & video tape production
LETTER AMENDMENT NO. 6Credit Agreement • February 14th, 2000 • Fox Family Worldwide Inc • Services-motion picture & video tape production • New York
EXHIBIT 10.39 LETTER AMENDMENT AND CONSENT NO. 8 TO THE LOAN DOCUMENTSLoan Agreement • September 28th, 2001 • Fox Family Worldwide Inc • Services-motion picture & video tape production
FINAL FUNDING AGREEMENT This FUNDING AGREEMENT (this "Agreement"), dated as of June 11, 1997, by and among The News Corporation Limited, a corporation organized and existing under the laws of South Australia, Australia ("TNCL"), News Publishing...Funding Agreement • January 26th, 1998 • Fox Kids Worldwide Inc • Services-motion picture & video tape production
May 16, 1996Affiliation Agreement • March 25th, 1998 • Fox Kids Worldwide Inc • Services-motion picture & video tape production
RECITALSIndemnification Agreement • January 26th, 1998 • Fox Kids Worldwide Inc • Services-motion picture & video tape production • Delaware
EXHIBIT 2.1 =================================================================== ============= SHARE TRANSFER AGREEMENT ======================================== ======================================== Draft No. 8 of 15/04/96 BETWEEN THE UNDERSIGNED...Share Transfer Agreement • January 26th, 1998 • Fox Kids Worldwide Inc • Services-motion picture & video tape production
EXHIBIT 10.9 EMPLOYMENT AGREEMENT This Employment Agreement ("Agreement") is made as of February 3, 1997, between FOX KIDS WORLDWIDE L.L.C. ("FKW"), and STACY LIFTON ("Employee"). In consideration of the mutual covenants and agreements hereinafter set...Employment Agreement • September 28th, 2001 • Fox Family Worldwide Inc • Services-motion picture & video tape production • California
Payments Unpaid Name of -------------------- Principal Person Current Balance of Making Date Amount Principal Interest Note Notation ---- ------ --------- -------- ---------- --------Subordinated Promissory Note • January 26th, 1998 • Fox Kids Worldwide Inc • Services-motion picture & video tape production • New York
EXHIBIT 10.43 FIRST AMENDMENT TO THE CONTRIBUTION AND EXCHANGE AGREEMENT FIRST AMENDMENT (the "Amendment"), dated as of August 1, 1997, by and among Liberty Media Corporation, Liberty IFE, Inc. and Fox Kids Worldwide, Inc.Contribution and Exchange Agreement • January 26th, 1998 • Fox Kids Worldwide Inc • Services-motion picture & video tape production • New York
