Exhibit 3
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 REGENT UNIVERSITY, 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");
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");
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 CBN 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 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, 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 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.
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
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Title: Senior Executive V.P.
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0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, XX 00000
