Exhibit 6
WAIVER
WAIVER, dated as of June 11, 1997 (this "Waiver"), by
each of LIBERTY IFE, INC., a Colorado corporation ("LIFE"), and THE CHRISTIAN
BROADCASTING NETWORK, INC., a Virginia corporation ("CBN"), to the Amended and
Restated Shareholder Agreement, dated as of September 1, 1995 (as the
same may be amended, supplemented or otherwise modified, the "Shareholder
Agreement"), among M.G. "Xxx" Xxxxxxxxx ("Xxx Xxxxxxxxx") and Xxxxxxx X.
Xxxxxxxxx ("Xxx Xxxxxxxxx"), residents of Virginia, the Xxxxxxxxx
Charitable Remainder Unitrust (the "Charitable Trust"), the Xxxxxxx and
Xxxx Xxxxxxxxx Children's Trust (the "TR Family Trust") (Xxx Xxxxxxxxx, the
Charitable Trust and the TR Family Trust, collectively, the "Class A
Stockholders"), CBN, LIFE and International Family Entertainment, Inc., a
Delaware corporation (the "Company").
W I T N E S S E T H:
WHEREAS, concurrently herewith, Fox Kids Worldwide, Inc., a
Delaware corporation (the "Purchaser"), the Class A Stockholders and certain
related parties have entered into a Stock Purchase Agreement, dated as of the
date hereof (as the same may be amended, supplemented or otherwise modified, the
"Stock Purchase Agreement"), which provides, inter alia, for the purchase of
shares of Class A Common Stock, par value $0.01 per share, of the Company (the
"Class A Stock") by the Purchaser from the Class A Stockholders (the "Class A
Stock Sale");
WHEREAS, concurrently herewith, the Purchaser, Liberty Media
Corporation, a Delaware corporation, and LIFE, which holds shares of Non Voting
Class C Stock ("Class C Stock"), par value $0.01 per share, of the Company and
6% Convertible Secured Notes due 2004 (the "Notes") of the Company, have entered
into a Contribution and Exchange Agreement, dated as of the date hereof (as the
same may be amended, supplemented or otherwise modified, the "Contribution
Agreement"), which provides, inter alia, for a contribution and exchange (the
"Contribution and Exchange") in which LIFE is to contribute its shares of Class
C Stock and its $23 million principal amount of the Notes to the Purchaser in
exchange for shares of a newly issued class of preferred stock of the Purchaser.
WHEREAS, concurrently herewith, the Purchaser and CBN have
entered into a Stock Purchase Agreement, dated as of the date hereof (as the
same may be amended, supplemented or otherwise modified, the "CBN Stock Purchase
Agreement"), which provides, inter alia, for the purchase of shares of Class B
Common Stock, par value $0.01 per share (the "CBN Stock"), of the Company by the
Purchaser from CBN (the "CBN Stock Sale").
WHEREAS, concurrently herewith, Xxx Xxxxxxxxx, the Class A
Stockholders, and CBN, inter alia, have given written consents (the "Consents")
approving and adopting the Merger Agreement, dated as of the date hereof (as the
same may be amended, supplemented or otherwise modified, the "Merger
Agreement"), among the Purchaser, Fox Kids Merger Corporation, a Delaware
company ("FKW Sub"), and the Company providing for the merger (the "Merger")
of FKW Sub into the Company, which shall be the surviving corporation.
WHEREAS, in connection with the transactions contemplated by
the Class A Stock Purchase Agreement, the Class A Stockholders and the Purchaser
have requested, and have made it a condition to the execution of the Stock
Purchase Agreement, the Contribution Agreement and the CBN Stock Purchase
Agreement, that LIFE and CBN agree to waive certain provisions of the
Shareholder Agreement, and LIFE and CBN are agreeable to such request upon the
terms and subject to the conditions set forth herein.
NOW, THEREFORE, in consideration of the premises and mutual
agreements contained herein, and for other valuable consideration the receipt of
which is hereby acknowledged, each of LIFE and CBN hereby agrees as follows:
1. Definitions. All terms defined in the Shareholder
Agreement shall have such defined meanings when used herein unless otherwise
defined herein.
2. Waiver. (a) Effective immediately upon the execution of this
Waiver, each of LIFE and CBN hereby waives any and all rights it may have under
the Shareholder Agreement with respect to the negotiation and execution of the
Stock Purchase Agreement and the Merger Agreement, any discussions relating
thereto or to the transactions contemplated thereby, the giving of the Consents
and any actions taken in furtherance of any thereof (excluding the actual
consummation of the Class A Stock Sale or any other sale of Class A Stock by the
Class A Stockholders to the Purchaser or any of its affiliates), including
without limitation any claim that such actions may have constituted an "offer"
within the meaning of Section 1 of the Shareholder Agreement, any right to
notice of the Stock Purchase Agreement or the Class A Stock Sale, any right of
First Refusal with respect to the Stock Purchase Agreement or the Class A Stock
Sale and any right to sell Covered Securities to the Purchaser on the same terms
and price as that specified in the Stock Purchase Agreement; provided, however,
that the waiver in this Section 2(a) shall not be effective as to LIFE or CBN,
as the case may be, if the Purchaser or any of its Affiliates acquires any Class
A Stock from any of the Class A Stockholders, or if any of the Class A
Stockholders convert any of their Class A Stock into Class B Stock, prior to the
Purchaser's acquisition (including if by consummation of the Merger) of any of
the Class C Stock or the Notes, in the case of LIFE, or of any of the CBN Stock,
in the case of CBN. For the purposes of this Waiver, Affiliates of the Purchaser
shall be deemed to include, without limitation, each of Saban Entertainment,
Inc., News Publishing Australia Limited and The News Corporation Limited, and
each of their Affiliates.
(b) Notwithstanding and in addition to the provisions set forth
in Section 2(a) above, effective concurrently with, but not prior to,
acquisition (including if by consummation of the Merger) by the Purchaser of any
of the Class C Stock or the Notes from LIFE, LIFE hereby waives any and all
rights it may have under the Shareholder Agreement, including without limitation
the rights specified in the first sentence of Section 2(a) with respect to the
circumstances described therein as well as with respect to the actual
acquisition (and consequent conversion into Class B Stock) of the Class A Stock
(including if the acquisition and conversion of the Class A
Stock is consummated simultaneously with the acquisition of any of the Class C
Stock or the Notes).
(c) Notwithstanding and in addition to the provisions set forth
in Section 2(a) above, effective concurrently with, but not prior to,
acquisition (including if by consummation of the Merger) by the Purchaser of any
of the CBN Stock, CBN hereby waives any and all rights it may have under the
Shareholder Agreement, including without limitation the rights specified in the
first sentence of Section 2(a) with respect to the circumstances described
therein as well as with respect to the actual acquisition (and consequent
conversion into Class B Stock) of the Class A Stock (including if the
acquisition and conversion of the Class A Stock is consummated simultaneously
with the acquisition of any of the CBN Stock).
(d) If both the Stock Purchase Agreement and the Merger
Agreement shall be terminated, the provisions of Sections 2(b) and 2(c) above
shall thereupon terminate and be of no effect, unless in either case the waiver
set forth therein has already become effective.
3. Limited Waiver. Except as expressly waived herein, the
Shareholder Agreement shall continue to be, and shall remain, in full force and
effect. Except as expressly set forth herein, this Waiver shall not be deemed to
be a waiver of, or consent to, or a modification or amendment of, any term or
condition of the Shareholder Agreement or to prejudice any right or rights which
LIFE or CBN may now have or may have in the future under or in connection with
the Shareholder Agreement or any of the instruments or agreements referred to
therein, including with respect to any "offer", or proposed conversion, in
respect of Class A Stock other than pursuant to the actions specifically
described in Section 2(a) hereof.
4. Third Party Beneficiaries. This Waiver is given in favor of,
is intended to benefit and shall be enforceable by (i) the Class A Stockholders,
(ii) the Purchaser and its Affiliates, (iii) the Company, (iv) the other parties
to the Shareholder Agreement and (iv) all of such persons' successors and
assigns.
5. Counterparts. This Waiver may be executed in one or more
counterparts, each of which shall be an original but all of which shall
constitute one and the same document.
IN WITNESS WHEREOF, each of the undersigned has caused this Waiver to be
executed and delivered by its duly authorized officer as of the date first above
written.
LIBERTY IFE, INC.
By: /s/ Xxxxx Xxxx
-----------------------------
Title: Vice President
THE CHRISTIAN BROADCASTING
NETWORK, INC.
By: /s/ Xxxx Xxxxxx
----------------------------
Title: Vice President
Acknowledged and Accepted as of the date first above written:
M.G. "XXX" XXXXXXXXX
THE XXXXXXXXX CHARITABLE REMAINDER UNITRUST
By: /s/ M.G. "Xxx" Xxxxxxxxx
-------------------------------------------------
M.G. "Xxx" Xxxxxxxxx, individually and as trustee
XXXXXXX X. XXXXXXXXX
THE XXXXXXX AND XXXX XXXXXXXXX CHILDREN'S TRUST
By: /s/ Xxxxxxx X. Xxxxxxxxx
-------------------------------------------------
Xxxxxxx X. Xxxxxxxxx, individually and as trustee
INTERNATIONAL FAMILY ENTERTAINMENT, INC.
By: /s/ X.X. Xxxxxxxxx
-------------------------------------------------
Title: Chairman of the Board
FOX KIDS WORLDWIDE, INC.
By: Xxx Xxxxx
-------------------------------------------------
Title: President
