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").
WITNESSETH:
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
the 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 (v) 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
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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
------------------------------------------------------------------------
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.
