Exhibit 10.18
AMENDMENT NO. 1
TO
STOCK OWNERSHIP AGREEMENT
This Amendment No. 1 to Stock Ownership Agreement (the "Amendment") is made
and entered into as of September 26, 1996, by and among Xxxx Xxxxx ("Saban"),
each of the entities listed on Schedule "A" hereto (the "SEI Entities" and, with
Saban, the "SEI Stockholders") and Fox Broadcasting Sub, Inc., a Delaware close
corporation ("Fox Broadcasting Sub"), and Fox Broadcasting Company, a Delaware
corporation, has concurrently herewith consented to this Amendment.
R E C I T A L S
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A. The SEI Shareholders and the Management Company are parties to that
certain Stock Ownership Agreement, dated as of December 22, 1995 (as amended by
this Amendment, the "Agreement"). On September 26, 1996, Fox Kids Worldwide,
L.L.C. (the "LLC") assigned its rights thereunder to FCN Holding, Inc. which
assigned them to Fox Broadcasting Sub. All terms defined in the Agreement which
are not defined in this Amendment shall have the same meanings when used in this
Amendment.
B. Pursuant to a letter agreement, dated as of September 26, 1996, but
effective as of April 3, 1996 (the "Xxxxx Agreement") between FCN Holding, Inc.,
a Delaware close corporation ("FCNH") and Xxxxx, FCNH has, concurrently with the
execution and delivery of this Amendment, issued and sold to Xxxxx 16 16/99
shares (the "Xxxxx Shares") of the Common Stock, without par value, of FCNH.
C. The parties desire to amend the Agreement in order, inter alia, to
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clarify the effect of the issue and sale of the Xxxxx Shares on the provisions
of the Agreement.
A G R E E M E N T
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NOW, THEREFORE, in consideration of the foregoing facts, and the mutual
covenants and agreements contained herein, the parties hereto agree as follows:
1. Calculation of Purchase Price. Section 1.2(i) of the Agreement is
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amended to read in full as follows:
"(i) if the Effective Date of the Option is prior to the Initial
Public Offering, an amount equal to 50% of the Fair Market Value as of
the Effective Date of SEI and FCNH, including their respective
subsidiaries and other consolidated or owned operations (including the
Management Company), considered as a single entity, divided by,
without duplication, the sum of (A) the number of SEI Option Shares,
plus (B) the number of shares of SEI Common Stock acquired by FBC
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pursuant to the provisions of Section 4 of the Strategic Stockholders
Agreement, plus (C) 50% of the number of "Later-Issued Shares" (as
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that term is defined in Amendment No. 2 to the Strategic Stockholders
Agreement); or"
2. Miscellaneous Provisions. Section 2(j) of the Agreement is amended to
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read in full as follows:
"(j) Amendments and Waivers. Neither this Agreement nor any term
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hereof may be changed, waived, discharged or terminated orally or in
writing, except that any term of this Agreement may be amended and the
observance of any such term may be waived (either generally or in a
particular instance and either retroactively or prospectively) by (and
only by) a written document executed by Saban and Fox Broadcasting
Sub; and any such amendment or waiver executed by both Saban and Fox
Broadcasting Sub shall be binding upon all of the parties to this
Agreement, including each and every Person who has agreed to be bound
by provisions of this Agreement relating to the Shares which it holds;
provided, however, that no such amendment or waiver shall extend to or
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affect any obligation not expressly waived or impair any right
consequent therein. No delay or omission to exercise any right, power
or remedy accruing to any party hereto shall impair any such right,
power or remedy of such party nor be construed to be a waiver of any
such right, power or remedy nor constitute any course of dealing or
performance hereunder."
3. Change of Name. All references in the Agreement to Fox Kids
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Worldwide, L.L.C. or to the Management Company shall hereafter be references to
Fox Broadcasting Sub.
4. Effective Date of Amendment. While this Amendment has been executed
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as of its date, it shall be deemed to be effective as of April 3, 1996.
5. Effect of Amendment. Except as expressly modified herein, all terms
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of the Agreement remain in full force and effect.
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IN WITNESS WHEREOF, the parties have executed this Amendment as of the day
and year first above written.
FOX BROADCASTING SUB, INC.
as assignee of Fox Kids
Worldwide, L.L.C.
By: /s/ Xxxxx Xxxxxxxx
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/s/ Xxxx Xxxxx
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Its: Executive Vice President XXXX XXXXX
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QUARTZ ENTERPRISES, L.P.
By: /s/ Xxxx Xxxxxx
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Its:
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MERLOT INVESTMENTS
By: /s/ Xxxx Xxxxx
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Its:
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SILVERLIGHT ENTERPRISES, L.P.
By: /s/ Xxx Xxxxx
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Its:
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XXXXX ENTERPRISES, L.P.
By: /s/ Xxxxxxx Xxxxx
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Its:
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Each of the Undersigned hereby consents and agrees to the foregoing
Amendment, as of the date first above written.
FOX BROADCASTING COMPANY
By: /s/ Xxxxx Xxxxxxxx
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Its: Executive Vice President
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/s/ Xxxx Xxxxx
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XXXX XXXXX
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SCHEDULE "A"
SEI STOCKHOLDERS
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Xxxx Xxxxx
Quartz Enterprises, L.P.
Merlot Investments
Silverlight Enterprises, L.P.
Celia Enterprises, L.P.
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