AMENDMENT NO. 1 TO
Exhibit 10.26
AMENDMENT NO. 1
TO
REGISTRATION AGREEMENT
This Amendment No. 1 to Registration Agreement (the "Amendment") is made
and entered into as of September 27, 1996, by and among Saban Entertainment,
Inc., a Delaware close corporation ("SEI"), Xxxx Xxxxx ("Saban"), each of the
entities listed on Schedule "A" hereto (the "SEI Entities" and, with Saban, the
"SEI Stockholders"), Fox Broadcasting Company, a Delaware corporation ("FBC,"
and, together with the SEI Stockholders, the "Shareholders"), FCN Holding, Inc.,
a Delaware close corporation ("FCNH") and Xxxxx & Company Incorporated, a New
York corporation ("Xxxxx").
R E C I T A L S
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A. SEI, the Shareholders and FCNH are parties to that certain Registration
Agreement, dated as of December 22, 1995 as amended by this Amendment, (the
"Agreement"). All terms defined in the Agreement which are not defined in this
Amendment shall have the same meanings when used in this Amendment.
B. Pursuant to a letter agreement, dated as of September 26, 1996, but
effective as of April 3, 1996 (the "Xxxxx Agreement") between FCNH and Xxxxx,
FCNH has, concurrently with the execution and delivery of this Amendment, issued
and sold to Xxxxx 16 16/99 shares (the "Xxxxx Shares") of the Common Stock,
without par value, of FCNH.
C. The parties desire to amend the Agreement in order, inter alia, to
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provide for the manner in which the Xxxxx Shares are to be treated pursuant to
the provisions of the Agreement.
A G R E E M E N T
- - - - - - - - -
NOW, THEREFORE, in consideration of the foregoing facts, and the mutual
covenants and agreements contained herein, the parties hereto agree as follows:
EXHIBIT B
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1. Definitions. All references in the Agreement to a "Shareholder" or the
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"Shareholders" shall include Xxxxx; and all references in the Agreement to
"Registerable Stock" shall include the Xxxxx Shares, and any Securities issued
or issuable with respect to the Xxxxx Shares.
2. Required Registrations. Paragraph 2(b) of the Agreement is amended by
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removing the brackets which surround the number 15 in the eighth line of the
Paragraph.
3. Paragraphs 2(e) and 4(b). Each of Paragraphs 2(e) and 4(b) of the
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Agreement are amended by inserting on the fifth line thereof, immediately
following the phrase "...(including the Registrable Stock) may...", the
following:
", subsequent to the second anniversary of this Agreement,"
4. Agreement of Xxxxx. The Agreement is amended by adding thereto the
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following Paragraph 16:
"16. Agreement of Xxxxx. By executing Amendment No. 1 to the
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Agreement, Xxxxx agrees to be bound by all of the provisions of the
Agreement, including, without limitation, any provision included
therein applicable to the Xxxxx Shares, or Xxxxx as a "Shareholder" or
"party" to the Agreement.
5. Effective Date of Amendment. While this Amendment has been executed
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as of its date, it shall be deemed to be effective as of April 3, 1996.
6. Effect of Amendment. Except as expressly modified herein, all terms
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of the Agreement remain in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the day
and year first above written.
SABAN ENTERTAINMENT, INC.
By: /s/ Xxxx Xxxxx
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Xxxx Xxxxx
Its: Chief Executive Officer
QUARTZ ENTERPRISES, L.P.
By: /s/ Xxxx Xxxxxx
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Its:
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MERLOT INVESTMENTS
By: /s/ Xxxx Xxxxx
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Its:
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SILVERLIGHT ENTERPRISES, L.P.
By: /s/ Xxx Xxxxx
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Its:
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XXXXX ENTERPRISES, L.P.
By: /s/ Xxxxxxx Xxxxx
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Its:
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FOX BROADCASTING COMPANY
By: /s/ Xxxxx Xxxxxxxx
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Its: EVP
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FCN HOLDING, INC.
By: /s/ Xxxxx Xxxxxxxx
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Its: EVP
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XXXXX & COMPANY INCORPORATED
By: /s/ Xxxxxxx X. Xxxxxx
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Its: EVP
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The undersigned hereby consents and agrees to the foregoing Amendment, as of the
date first above written.
/s/ Xxxx Xxxxx
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XXXX XXXXX
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SCHEDULE "A"
SEI STOCKHOLDERS
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Xxxx Xxxxx
Quartz Enterprises, L.P.
Merlot Investments
Silverlight Enterprises, L.P.
Celia Enterprises, L.P.
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