Exhibit 4
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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
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Title: Vice President
THE CHRISTIAN BROADCASTING
NETWORK, INC.
By: /s/ Xxxx Xxxxxx
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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
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M.G. "Xxx" Xxxxxxxxx, individually and as trustee
XXXXXXX X. XXXXXXXXX
THE XXXXXXX AND XXXX XXXXXXXXX CHILDREN'S TRUST
By: /s/ Xxxxxxx X. Xxxxxxxxx
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Xxxxxxx X. Xxxxxxxxx, individually and as trustee
INTERNATIONAL FAMILY ENTERTAINMENT, INC.
By: /s/ X.X. Xxxxxxxxx
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Title: Chairman of the Board
FOX KIDS WORLDWIDE, INC.
By: Xxx Xxxxx
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Title: President
