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"), Xxxx Xxxxx and each of the entities listed on Schedule A to the
Saban/Fox Registration Agreement referred to below ("SEI Stockholders"), Fox
Broadcasting Company, FCN Holding, Inc. ("FCN Holding"), Fox Kids Worldwide,
Inc. ("Fox Kids"), Liberty Media Corporation ("Liberty Media") and Liberty IFE,
Inc. ("Liberty IFE").
A. Reference is made to that certain Registration Agreement (the
"Saban/Fox Registration Agreement") dated as of December 22, 1995 by and among
SEI, Xxxx Xxxxx, each of the entities listed on Schedule A thereto, Fox
Broadcasting Company and FCN Holding (together, the "Saban/Fox Parties")
pursuant to which the SEI Stockholders and FCN Holding (hereinafter referred to
as Fox Broadcasting Sub, Inc. ("FBC Sub"), were granted registration rights with
respect to the shares of Fox Kids (which is the "Successor Entity" as that term
is defined in the Saban/Fox Registration Agreement) held by each of them.
B. Pursuant to a Contribution and Exchange Agreement dated as of
June 11, 1997 by and among Liberty Media, Liberty IFE, and Fox Kids, Fox Kids
agreed to grant to Liberty Media, Liberty IFE and subsequent holders of Series A
Preferred Stock of Fox Kids (the "Liberty Parties") certain registration rights
with respect to the Series A Preferred Stock. Fox Kids and the Liberty Parties
have agreed to the form of Registration Rights Agreement, which is attached
hereto as Exhibit A (the "Liberty Registration Agreement").
C. Certain provisions of the Saban/Fox Registration Agreement
conflict or may conflict with provisions of the Liberty Registration Agreement.
The parties hereto confirm, with respect to one another only, the
following:
1. Section 10 of the Saban/Fox Registration Agreement provides that
Fox Kids may not cause any other registration of securities for sale for its own
account or for the account of any other person to become effective within 180
days after the effective date of the registration requested by the Saban/Fox
Parties. The Saban/Fox Parties hereby agree with Fox Kids and the Liberty
Parties that Fox Kids may cause the registration of the Qualifying Preferred
Stock (as defined in the Liberty Registration Agreement) on behalf of the
Liberty Parties to become effective at any time before or after the effective
date of any registration requested by the Saban/Fox Parties.
2. The parties hereto agree that the rights granted to the Liberty
Parties under the Liberty Registration Agreement do not violate Section 11 of
the Saban/Fox Registration Agreement.
3. Section 13(b) of the Saban/Fox Registration Agreement provides
that Fox Kids will use its best efforts to cause each holder of its equity
securities or any securities convertible into such securities to agree not to
effect any public sale or distribution of such securities during the period
referred to therein. The Saban/Fox Parties hereby agree that Fox Kids shall not
be required or obligated to cause any of the Liberty Parties to agree not to
effect a public sale or distribution of Qualifying Preferred Stock or Preferred
Stock (as such term is defined in the Liberty Registration Agreement) during the
period referred to in said Section 13(b).
4. In addition to the foregoing provisions of this Agreement, the
parties agree that (i) in effecting a registration on behalf of any of the
Saban/Fox Parties pursuant to the Saban/Fox Registration Agreement, neither Fox
Kids nor such Saban/Fox Parties shall be restricted by any of the provisions of
the Liberty Registration Agreement, (ii) in effecting a registration on behalf
of any of the Liberty Parties pursuant to the Liberty Registration Agreement,
neither Fox Kids nor such Liberty Parties shall be restricted by any of the
provisions of the Saban/Fox Registration Agreement, and (iii) the parties hereby
waive any and all provisions of the Saban/Fox Registration Agreement and the
Liberty Registration Agreement to the extent necessary to permit Fox Kids to
effect registrations under the Saban/Fox Registration Agreement, on the one
hand, and the Liberty Registration Agreement, on the other hand, free of any
restrictions or obligations set forth in such other agreement.
IN WITNESS WHEREOF, the undersigned have executed this Agreement this
1st day of August, 1997.
SABAN ENTERTAINMENT, INC.
By /s/ Xxxx Xxxxx
--------------------------
Name:
Title:
/s/ Xxxx Xxxxx
--------------------------
Xxxx Xxxxx
QUARTZ ENTERPRISES, L.P.
By /s/ Xxxx Xxxxx
--------------------------
Name:
Title:
MERLOT INVESTMENTS
By /s/ Xxxx Xxxxx
--------------------------
Name:
Title:
SILVERLIGHT ENTERPRISES, L.P.
By /s/ Xxxx Xxxxx
--------------------------
Name:
Title:
XXXXX ENTERPRISES, L.P.
By /s/ Xxxx Xxxxx
--------------------------
Name:
Title:
FOX BROADCASTING COMPANY
By /s/ Xxx Xxxxxxxxx
--------------------------
Name:
Title:
FCN HOLDING, INC.
By /s/ Xxx Xxxxxxxxx
--------------------------
Name:
Title:
LIBERTY MEDIA CORPORATION
By /s/ Xxxxx Xxxx
--------------------------
Name: Xxxxx Xxxx
Title: Vice President
LIBERTY IFE, INC.
By /s/ Xxxxx Xxxx
--------------------------
Name: Xxxxx Xxxx
Title: Vice President
FOX KIDS WORLDWIDE, INC.
By /s/ Xxx Xxxxxxxxx
--------------------------
Name:
Title:
