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.
RECITALS
WHEREAS, the parties hereto are parties to that certain Contribution and
Exchange Agreement, dated as of June 11, 1997 (the "Agreement"); and
WHEREAS, the parties hereto desire to make certain amendments to the
Agreement as hereinafter described;
NOW, THEREFORE, for good and valuable consideration, receipt whereof is
hereby acknowledged, the parties hereto agree as follows:
1. All capitalized terms used herein which are defined in the Agreement
and not otherwise defined herein shall have the meanings set forth in the
Agreement.
2. The Agreement is hereby amended by revising Exhibit E (NPAL
Certificate of Amendment) in its entirety to read as set forth in Exhibit E
attached hereto.
3. The Agreement is hereby amended by revising Exhibit F (Fox Kids
Certificate of Designations) in its entirety to read as set forth in Exhibit F
attached hereto.
4. Except as hereby amended, the Agreement shall be and continue in full
force and effect and is in all other respects ratified and confirmed.
5. This Amendment shall be governed by, and construed in accordance with,
the laws of the State of New York, regardless of the laws that might otherwise
govern under applicable principles of conflicts of law.
6. This Amendment may be executed by the parties hereto in separate
counterparts, each of which shall be an original and all of which taken together
shall constitute one and the same agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed as of the date first set forth above.
LIBERTY MEDIA CORPORATION
By: /s/ Xxxxx Xxxx
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Name: Xxxxx Xxxx
Title: Vice President
LIBERTY IFE, INC.
By: /s/ Xxxxx Xxxx
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Name: Xxxxx Xxxx
Title: Vice President
FOX KIDS WORLDWIDE, INC.
By: /s/ Xxx Xxxxxxxxx
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Name:
Title:
