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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 INTERNATIONAL FAMILY ENTERTAINMENT,
INC., a Delaware corporation (the "Company").
WHEREAS, as of the date hereof, FOX KIDS WORLDWIDE, INC., a Delaware
corporation and an affiliate of the Guarantor ("FKWW"), and Fox Kids Merger
Corporation, a Delaware corporation and an affiliate of the Guarantor ("FKW
Sub") have agreed, subject to the execution and delivery of this Guaranty, to
enter into that certain Agreement and Plan of Merger, dated of even date
herewith, with the Company, relating to the merger of FKW Sub with and into the
Company, with the Company being the surviving corporation, attached hereto as
Exhibit A (the "Guaranteed 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 shares 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");
WHEREAS, The Christian Broadcasting Network, Inc., a Virginia corporation
("CBN"), 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 CBN (the "CBN 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, 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 Xxxxxxxxx Purchase
Agreement, the CBN 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 the
obligations of FKWW and FKW Sub in the Guaranteed Agreement; and
WHEREAS, this Guaranty is being furnished by Guarantor to guarantee the
payment and performance by FKWW and FKW Sub of FKWW's and FKW Sub'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 Company (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 or FKW Sub may
become obligated to pay under or pursuant to the Guaranteed Agreement. The
obligations of FKWW and FKW Sub guaranteed in this Section 1 are hereinafter
referred to as the "Obligations." Guarantor agrees that if FKWW or FKW Sub 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 Company in consequence
thereof, and any and all costs and expenses, including attorneys' and
arbitrators' fees and expenses, that may be incurred by the Company 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
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or circumstances, including, without limitation, any waiver of, amendment to,
modification of, 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
Company 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 FKW Sub 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 Company 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
the Guaranteed Agreement and each of the Other Transaction Agreements. 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 Company
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 Company shall, without the posting of bond or other security, be
entitled to the remedy of specific performance
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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 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, or in the case of a waiver, by the Company, subject to
Section 6.8 of the Guaranteed Agreement, as applicable. No delay on the part of
the Company in exercising any right, power, privilege hereunder shall operate as
a waiver thereof. No waiver by the Company 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: /s/ Xxxxxx Xxxxxxx
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Name: Xxxxxx Xxxxxxx
Title: Senior Executive VP
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, XX 00000