GUARANTY
This GUARANTY is made as of June 11, 1997, by THE NEWS CORPORATION
LIMITED, a corporation organized and existing under the laws of South Australia,
Australia (the "Guarantor"), in favor of THE CHRISTIAN BROADCASTING NETWORK,
INC., a Virginia corporation (the "Stockholder").
WHEREAS, as of the date hereof, FOX KIDS WORLDWIDE, INC., a Delaware
corporation and an affiliate of Guarantor ("FKWW") has agreed, subject to the
execution and delivery of this Guaranty, to enter into that certain Stock
Purchase Agreement, dated of even date herewith, with the Stockholder, relating
to the purchase and acquisition by FKWW of the shares of Class B Common Stock,
par value $0.01 per share, of INTERNATIONAL FAMILY ENTERTAINMENT, INC. (the
"Company"), from the Stockholder, attached hereto as Exhibit A (the "Guaranteed
Agreement");
WHEREAS, as of the date hereof, FKWW, Fox Kids Merger Corporation, a
Delaware corporation ("FKW Sub") and the Company have entered into that certain
Agreement and Plan of Merger, dated of even date herewith, providing for the
merger of FKW Sub with and into the Company, with the Company as the surviving
corporation (the "Merger Agreement");
WHEREAS, M.G. "Xxx" Xxxxxxxxx, individually and as trustee of each of
the Xxxxxxxxx Charitable Remainder Unitrust, u/t/a dated January 22, 1990 (the
"PR Charitable Trust"), the Xxxxxx X. Xxxxxxxxx Irrevocable Trust, u/t/a dated
December 18, 1996, the Xxxxxxxxx X. Xxxxxxxx Irrevocable Trust, u/t/a dated
December 18, 1996, and the Xxx X. Xxxxxxx Irrevocable Trust, u/t/a dated
December 18, 1996 (the Xxxxxx X. Xxxxxxxxx Irrevocable Trust, the Xxxxxxxxx X.
Xxxxxxxx Irrevocable Trust and the Xxx X. Xxxxxxx Irrevocable Trust, together,
the "Irrevocable Trusts"), Xxxx X. Xxxxxxxxx and Xxxxxxx X. Xxxxxxxxx ("Xxx
Xxxxxxxxx") as joint tenants, and Xxx Xxxxxxxxx, individually, as trustee of
each of the Xxxxxxx and Xxxx Xxxxxxxxx Children's Trust, u/t/a dated September
18, 1995 (the "TR Family Trust") and the Xxxxxxx X. Xxxxxxxxx Charitable Trust,
u/t/a dated December 30, 1996 (the "TR Charitable Trust"), and as custodian to
and for each of Xxxxxxx X. Xxxxxxxxx, Xxxxx X. Xxxxxxxxx, Xxxxxxxxx X.
Xxxxxxxxx, Xxxxxx X. Xxxxxxxxx and Xxxxxxxx X. Xxxxxxxxx under the Virginia
Uniform Transfers to Minors Act, have agreed to sell to FKWW all of the
outstanding shares of Class A Common Stock, par value $0.01 per share, of the
Company, in the form of Class B Common Stock, par value $0.01 per share, of the
Company (the "Class B Stock") issuable upon conversion thereof, and shares of
Class B Stock owned by them or issuable to them upon exercise of outstanding
stock options, pursuant to that certain Stock Purchase Agreement, dated of even
date herewith, by and among FKWW, on the one hand, and Xxx Xxxxxxxxx, the PR
Charitable Trust, the Irrevocable Trusts, Xxxx X. Xxxxxxxxx, Xxx Xxxxxxxxx, the
TR Family Trust, and the TR Charitable Trust, on the other hand (the "Xxxxxxxxx
Purchase Agreement");
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WHEREAS, 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 Regent (the "Regent Purchase Agreement");
WHEREAS, Liberty IFE, Inc., a Colorado corporation ("LIFE"), has agreed
to contribute to FKWW all of the shares of Class C Common Stock, par value $0.01
per share, of the Company, and $23 million principal amount of 6% Convertible
Secured Notes due 2004 of the Company, in exchange for shares of Series A
Preferred Stock, par value $0.01 per share, of FKWW pursuant to that certain
Contribution and Exchange Agreement, dated of even date herewith, by and between
LIFE and FKWW (the "Contribution Agreement", and, collectively with the Merger
Agreement, the Xxxxxxxxx Purchase Agreement, the Regent Purchase Agreement, and
any other agreements referred to in any of the foregoing to which Guarantor or
any affiliate or associate of Guarantor is a party, the "Other Transaction
Agreements");
WHEREAS, the Board of Directors of Guarantor has determined that it is
the best interest of Guarantor to guarantee the payment and performance of
obligations of FKWW in the Guaranteed Agreement; and
WHEREAS, this Guaranty is being furnished by Guarantor to guarantee the
payment and performance by FKWW of FKWW's obligations under the Guaranteed
Agreement.
NOW, THEREFORE, in consideration of the foregoing, Guarantor agrees as
follows:
1. Guaranty. Guarantor hereby unconditionally and irrevocably
guarantees to the Stockholder (a) the due and punctual observance, performance
and discharge by FKWW of each item, provision, duty, obligation, covenant and
agreement contained in the Guaranteed Agreement, and (b) the due and punctual
payment, when and as the same may become due and payable, of any amount which
FKWW may become obligated to pay under or pursuant to the Guaranteed Agreement.
The obligations of FKWW guaranteed in this Section 1 are hereinafter referred to
as the "Obligations." Guarantor agrees that if FKWW shall fail to pay any
Obligation when and as the same shall be due and payable, or shall fail to
observe, perform or discharge any Obligation, in accordance with the terms of
the Guaranteed Agreement, Guarantor shall forthwith pay, observe, perform or
discharge such Obligation, as the case may be, and shall pay any and all damages
that may be incurred or suffered by the Stockholder in consequence thereof, and
any and all costs and expenses, including attorneys' and arbitrators' fees and
expenses, that may be incurred by the Stockholder in collecting or enforcing
such Obligations or in preserving or enforcing any rights under this Guaranty or
under the Guaranteed Agreement or both.
2. Absolute Guaranty. The liability of Guarantor under this Guaranty
with respect to each and all of the Obligations shall be absolute and
unconditional, irrespective of any matter or circumstances, including, without
limitation, any waiver of, amendment to, modification of,
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or consent to departure from, the Guaranteed Agreement, including, without
limitation, any waiver or consent involving a change in the time, manner or
place of payment of, or in any other term of, all or any of the Obligations.
3. Continuing Guaranty. This Guaranty is a guaranty of payment,
performance and compliance. This Guaranty is a continuing guaranty and shall (a)
remain in full force and effect until all of the Obligations, including, without
limitation, all amounts payable under this Guaranty, have been paid, observed,
performed or discharged in full, (b) be binding upon Guarantor and its
successors and assigns, (c) inure to the benefit of and be enforceable by the
Stockholder and any of its successors, (d) be binding upon and against Guarantor
without regard to the insolvency, bankruptcy or reorganization of Guarantor or
FKWW or otherwise and (e) continue to be effective or be reinstated, as the case
may be, if at any time any payment of any of the Obligations is rescinded or
must otherwise be returned by the Stockholder upon the insolvency, bankruptcy or
reorganization of FKWW or otherwise, all as though such payment had not been
made.
4. Waiver by Guarantor. Guarantor hereby waives promptness, diligence,
presentment, demand, protest and notice of any kind as to the Obligations and
acceptance of or reliance on this Guaranty.
5. Miscellaneous
5.1 Governing Law. This Guaranty shall be governed by
construed in accordance with laws of the State of Delaware applicable to
agreements made and to be completely performed within such State.
5.2 Reasonable Efforts. Subject to the terms and conditions of
this Guaranty, Guarantor agrees to use all reasonable efforts to take, or cause
to be taken, all actions, and to do, or cause to be done, all things necessary,
proper or advisable to consummate and make effective the transactions
contemplated by this Guaranty. Guarantor hereby agrees, while this Guaranty is
in effect, not to take, or cause or permit to be taken, any action with the
intention and knowledge that such action would reasonably be expected to have
the effect of preventing or disabling (i) it from performing its obligations
under this Guaranty, or (ii) it or any of its affiliates or associates from
performing their respective obligations under the Other Transaction Agreements.
5.3 Specific Performance. Guarantor recognizes and
acknowledges that a breach by it of any of the provisions of this Guaranty will
cause the Stockholder to sustain damages for which it would not have an adequate
remedy at law for money damages, and therefore Guarantor hereto agrees that in
the event of any such breach the Stockholder shall, without the posting of bond
or other security, be entitled to the remedy of specific performance of such
provision and injunctive and other equitable relief in addition to any other
remedy to which it may be entitled, at law or in equity.
5.4 Jurisdiction. Guarantor irrevocably submits to the
non-exclusive jurisdiction of the state and federal courts located in Delaware
for the purposes of any suit, action or other proceeding arising out of this
Guaranty (and agrees not to commence any action, suit or proceeding relating
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hereto except in such courts). Guarantor hereby irrevocably designates CT
Corporation System as its designee, appointee and agent to receive, for and on
behalf of it, service of process in Delaware in any legal action or proceeding
with respect to this Guaranty or any document related thereto. It is understood
that a copy of such process serviced on such agent will be promptly forwarded by
mail to it at its address set forth under its signature below, but the failure
to receive such copy shall not affect in any way the service of such process.
Guarantor hereto further irrevocably consents to the service of process of any
of the aforementioned courts in any such action or proceeding by the mailing of
copies thereof by registered or certified mail, postage prepaid, to it at its
said address, such service to become effective upon confirmed delivery.
Guarantor irrevocably and unconditionally waives any objection to the laying of
venue of any action, suit or proceeding arising out of this Guaranty or the
transactions contemplated hereby in any state or federal court located in
Delaware, and hereby further irrevocably and unconditionally waives and agrees
not to plead or claim in any such action, suit or proceeding brought in any such
court that such action, suit or proceeding has been brought in an inconvenient
forum.
5.5 Severability. If any provision or any portion of any
provision of this Guaranty shall be held to be void or unenforceable, the
remaining provisions of this Guaranty and the remaining portion of any provision
held void or unenforceable in part shall continue in full force and effect.
5.6 Modifications, Amendment, Waivers. No modifications or
amendment of this Guaranty and no waiver of any of the terms or conditions
hereof, shall be valid or binding unless made in writing and signed by a duly
authorized officer of Guarantor and by the Stockholder, or in the case of a
waiver, by the Stockholder. No delay on the part of the Stockholder in
exercising any right, power, privilege hereunder shall operate as a waiver
thereof. No waiver by the Stockholder of any breach hereof or of any default
hereunder, shall constitute a continuing waiver of such provision or any other
provision of this Guaranty.
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IN WITNESS WHEREOF, the undersigned has executed this Guaranty as of
the date first above written.
GUARANTOR:
THE NEWS CORPORATION LIMITED
By:
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Name:
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Title:
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0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, XX 00000
