EXHIBIT 10.39
LETTER AMENDMENT AND CONSENT NO. 8
TO THE LOAN DOCUMENTS
Dated as of August 15, 2001
To the banks, financial institutions
and other institutional lenders
(collectively, the "Lenders") parties
to the Credit Agreement referred to
below, to Citicorp USA, Inc., as administrative
agent (the "Administrative Agent") for such Lenders
and the other Secured Parties referred to therein,
and to Xxxxxxx Xxxxx Xxxxxx (formerly known as Citicorp
Securities, Inc.), Chase Securities, Inc. and BankBoston, N.A.
as Co-Arrangers for the Facilities referred to therein.
Ladies and Gentlemen:
We refer to (i) the Second Amended and Restated Credit Agreement dated
as of October 28, 1997 (as amended by Letter Amendment No. 1 dated as of
November 18, 1997, Letter Amendment No. 2 dated as of April 16, 1998, Amendment
and Waiver No. 3 to the Loan Documents dated as of June 29, 1998, Amendment and
Waiver No. 4 to the Loan Documents ("Amendment No. 4") dated as of May 26, 1999,
Amendment and Waiver No. 5 to the Loan Documents dated as of October 26, 1999,
Letter Amendment No. 6 dated as of October 26, 1999 and Letter Amendment and
Consent No. 7 dated as of July 20, 2001 the "Credit Agreement") among FCN
Holding, Inc., a Delaware corporation ("FCN Holding"), International Family
Entertainment, Inc., a Delaware corporation ("IFE"), Saban Entertainment, Inc.,
a Delaware corporation ("Saban"), Fox Family Properties, Inc., a Delaware
corporation ("Fox Properties"), Fox Family Management, LLC, a Delaware limited
liability company ("Fox Management" and, together with FCN Holding, IFE, Saban
and Fox Properties, the "Borrowers"), Fox Kids Holdings, LLC, a Delaware limited
liability company ("Holdings"), as Guarantor, and you, and (ii) the Fox Kids
Guarantee dated October 28, 1997 made by Fox Kids in favor of the Secured
Parties referred to therein. Capitalized terms not otherwise defined in this
Letter Amendment and Consent No. 8 to the Loan Documents (this "Letter
Amendment") have the same meanings as specified in the Credit Agreement or the
Fox Kids Guarantee, as applicable.
We intend to restructure certain indebtedness of Fox Kids and its
Subsidiaries as follows: (i) TV 10 Holdings, LLC ("TV 10") will assign its
obligations under the $20 million promissory note (the "IFE Note"), originally
issued by Fox Family Worldwide, Inc. ("FFWW") to IFE and subsequently assumed by
TV 10, to Fox Kids Europe Holdings, Inc. ("FKEH") and (ii) TV 10 will assign its
rights under the $20 million subordinated promissory note (the "Holdings Note"),
originally issued by FFWW in favor of TV 10, to FKEH. Following the
assignment of the IFE Note and the Holdings Note to FKEH, TV 10 will be
liquidated (the "Liquidation"). The assignment of the IFE Note and the Holdings
Note and the Liquidation are hereinafter referred to as the "Transaction".
We hereby request that the Lenders consent to the consummation of the
Transaction and agree to amend (i) the definition of Consolidated EBITDA set
forth in Section 1.01 of the Credit Agreement, (ii) the Fixed Charge Coverage
Ratio and Interest Coverage Ratio covenants set forth in Sections 5.04 (b) and
(c), respectively, of the Credit Agreement, and (iii) Section 8(f) of the Fox
Kids Guarantee to permit Fox Kids to amend its Certificate of Incorporation as
hereinafter set forth.
You have indicated your willingness, on the terms and conditions set
forth below, to so agree. Accordingly, it is hereby agreed by you and us as
follows:
(a) Consent. Notwithstanding anything to the contrary set forth in
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Sections 5.01(e), 5.01(j), 5.02(d) and 5.02(e)(xii)(1) and (3) of the
Credit Agreement, we hereby consent to the consummation of the Transaction;
provided that:
(i) the Administrative Agent shall have received a certificate
of a Responsible Officer of Saban referred to in Section 5.02(e)(xii)(3) of
the Credit Agreement (except with respect to the applicability of clause
(1) of Section 5.02(e)(xii)) with respect to the Holdings Note certifying
as to the absence of a Default before and after giving pro forma effect to
the Investment and compliance with the financial covenants set forth in
Section 5.04 after giving pro forma effect to the Investment;
(ii) the IFE Note and the Holdings Note shall be pledged as
Collateral under the terms of the Pledge and Assignment Agreement to the
Administrative Agent on behalf of the Secured Parties; and
(iii) the Administrative Agent shall have received the executed
IFE Note, together with a duly executed instrument of transfer in blank,
each in form and substance reasonably satisfactory to the Administrative
Agent.
(b) Amendments to the Credit Agreement. Upon the occurrence of the
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Amendment Effective Date, the Credit Agreement shall be amended as of June
30, 2001 as follows:
(i) The definition of Consolidated EBITDA contained in Section
1.01 of the Credit Agreement is hereby amended by deleting the "and (v)"
contained therein and substituting in lieu thereof ", (v) all non-cash
charges taken in accordance with GAAP for such period attributable to the
difference between the fair market value of the capital stock of Fox Kids
and the exercise price of stock options for shares of capital stock of Fox
Kids granted or previously granted to employees of Fox Kids, and (vi)".
(ii) Section 5.04(b) of the Credit Agreement is amended by
deleting the table therein and replacing it with the following table:
"Measurement Period
Ending In Ratio
---------------------- -----
June 2001 1.00:1
September 2001 1.00:1
December 2001 1.00:1
March 2002 1.00:1
June 2002 and thereafter 1.10:1"
(iii) Section 5.04 (c) of the Credit Agreement is amended by
deleting the table therein and replacing it with the following table:
"Measurement Period
Ending In Ratio
---------------------- -----
June 2001 2.25:1
September 2001 2.25:1
December 2001 2.25:1
March 2002 2.25:1
June 2002 and thereafter 3.00:1"
(c) Amendment to Fox Kids Guarantee. Upon the occurrence of the
-------------------------------
Amendment Effective Date, Section 8(f) of the Fox Kids Guarantee shall be
amended to amend clause (i) therein to delete the word "and" immediately prior
to subclause (C) and substituting in lieu thereof "," and add a new subclause
(D) immediately prior to clause (ii) to read as follows:
" (D) remove the restriction on the transferability of class B common
stock, and"
This Letter Amendment shall become effective as of the first date (the
"Amendment Effective Date") on which each of the following conditions precedent
shall have been satisfied:
(a) The Administrative Agent shall have received counterparts of this
Letter Amendment executed by the Borrowers, Fox Kids, Holdings, and the
Required Lenders or, as to any of the Lenders, advice satisfactory to the
Administrative Agent that such Xxxxxx has executed this Letter Amendment,
and the consent attached hereto executed by each Loan Party (other than the
Borrowers and Holdings).
(b) The representations and warranties set forth in each of the Loan
Documents shall be correct in all material respects on and as of the date
first above written and the Amendment Effective Date, after giving effect to
this Letter Amendment, as though made on and as of such date (except (A) for
any such representation and warranty that, by its terms, refers to a
specific date other than the Amendment Effective
Date, in which case as of such specific date and (B) that the
Consolidated financial statements of each of the Borrowers and its
Subsidiaries and Fox Kids and its Subsidiaries referred to in Sections
4.01(f), 4.01(g), 4.01(h) and 4.01(i) of the Credit Agreement,
respectively, shall be deemed to refer to the Consolidated financial
statements of each such Borrower and its Subsidiaries and Fox Kids and
its Subsidiaries most recently delivered to the Administrative Agent
and the Lenders pursuant to Sections 5.03(b) and 5.03(c) of the Credit
Agreement and Sections 7(i)(i) and 7(i)(ii) of the Fox Kids Guarantee,
respectively, on or prior to the effective date hereof and (C) that
the forecasted Consolidated financial statements of Fox Kids and its
Subsidiaries referred to in Section 4.01(j) of the Credit Agreement
shall be deemed to refer to the forecasted Consolidated financial
statements of Fox Kids and its Subsidiaries most recently delivered to
the Administrative Agent and the Lenders prior to the effective date
hereof).
(c) After giving effect to this Letter Amendment, no event shall
have occurred and be continuing, or shall result from the
effectiveness of this Letter Amendment that constitutes a Default.
(d) All of the accrued fees and expenses of the Administrative
Agent and the Lenders (including the accrued fees and expenses of
counsel for the Administrative Agent) shall have been paid in full.
The Borrowers further agree to pay to the Administrative Agent,
for the account of each of the Lenders that has executed and delivered a
counterpart of this Letter Amendment to the Administrative Agent on or
prior to August 17, 2001 (or advised the Administrative Agent in a manner
satisfactory to it that such Xxxxxx has executed this Letter Amendment on
or prior to such date), an amendment fee equal to 0.25% of each Lender's
aggregate Commitments, such amendment fee to be payable on August 17, 2001.
The effectiveness of this Letter Amendment is further conditioned
upon the accuracy of all of the factual matters discussed herein. This
Letter Amendment is subject to the provisions of Section 9.01 of the Credit
Agreement.
On and after the effectiveness of this Letter Amendment, each
reference in the Credit Agreement to "this Agreement", "hereunder",
"hereof" or words of like import referring to the Credit Agreement, and
each reference in the Notes and each of the other Loan Documents to "the
Credit Agreement", "thereunder", "thereof" or words of like import
referring to the Credit Agreement, shall mean and be a reference to the
Credit Agreement, as amended by this Letter Amendment and each reference in
the Fox Kids Guarantee to "this Agreement", "hereunder", "hereof" or words
of like import referring to the Fox Kids Guarantee, and each reference in
the other Loan Documents to "Fox Kids Guarantee ", "thereunder", "thereof"
or words of like import referring to the Fox Kids Guarantee, shall mean and
be a reference to the Fox Kids Guarantee, as amended by this Letter
Amendment.
The Credit Agreement and the Fox Kids Guarantee, as specifically
amended by this Letter Amendment, the Notes and each of the other Loan
Documents are and shall continue to be in full force and effect and are
hereby in all respects ratified and confirmed. Without limiting the
generality of the foregoing, the Collateral Documents and all of the
Collateral
described therein do and shall continue to secure the payment of all
Obligations of the Loan Parties under the Loan Documents, in each case as
amended by this Letter Amendment. The execution, delivery and effectiveness
of this Letter Amendment shall not, except as expressly provided herein,
operate as a waiver of any right, power or remedy of any Lender or any
Agent under any of the Loan Documents, nor constitute a waiver of any
provision of any of the Loan Documents.
If you agree to the terms and provisions hereof, please evidence such
agreement by executing and returning at least one counterpart of this
Letter Amendment to the attention of Xxxxx Xxxxxxx, Xxxxxxxx & Sterling,
000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000-0000, facsimile no. (212) 848-
7179.
This Letter Amendment may be executed in any number of counterparts
and by different parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement. Delivery of an
executed counterpart of a signature page to this Letter Amendment by
telecopier shall be effective as delivery of a manually executed
counterpart of this Letter Amendment.
This Letter Amendment shall be governed by, and construed in accordance
with, the laws of the State of New York excluding (to the fullest extent a New
York court would permit) any rule of law that would cause application of the
laws of any jurisdiction other than the State of New York.
Very truly yours,
FCN HOLDING, INC., as Borrower
By: /s/ Xxx Xxxxx
------------------------------------
Name: Xxx Xxxxx
Title: President
INTERNATIONAL FAMILY
ENTERTAINMENT, INC., as Borrower
By: /s/ Xxx Xxxxx
------------------------------------
Name: Xxx Xxxxx
Title: President
SABAN ENTERTAINMENT, INC., as Borrower
By: /s/ Xxxx Xxxxxx
------------------------------------
Name: Xxxx Xxxxxx
Title: President
FOX FAMILY MANAGEMENT, LLC
/s/ Xxxx Xxxxx
----------------------------------------
By: Xxxx Xxxxx, as its Manager
FOX FAMILY PROPERTIES, INC.
By: /s/ Xxx Xxxxx
------------------------------------
Name: Xxx Xxxxx
Title: President
FOX FAMILY WORLDWIDE, INC.
By: /s/ Xxx Xxxxx
------------------------------------
Name: Xxx Xxxxx
Title: President
FOX KIDS HOLDINGS, LLC
By: Fox Family Worldwide, Inc.
as its Managing Member
By: /s/ Xxx Xxxxx
------------------------------------
Name: Xxx Xxxxx, as its Manager
Agreed by each of the following Lenders as of the date first above written:
THE AGENTS AND THE LENDERS
CITICORP USA, INC., as Agent and as Lender
By /s/ Xxxxxxxxx X. Xxxxxxxx
-----------------------------------------
Name: Xxxxxxxxx X. Xxxxxxxx
Title: Director
XXXXXXX XXXXX XXXXXX INC., as Agent
By /s/ Xxxxxx Xxxxxxx Xxxxxx
-----------------------------------------
Name: Xxxxxx Xxxxxxx Xxxxxx
Title: Managing Director
FLEET NATIONAL BANK, as Agent and as Lender
By /s/ Xxxxx Xxxxxxxx
-----------------------------------------
Name: Xxxxx Xxxxxxxx
Title: Managing Director
THE CHASE MANHATTAN BANK, as Lender
By /s/ ILLEGIBLE
--------------------------------------
Name:
Title: Vice President
CHASE SECURITIES, INC., as Agent
By /s/ Xxxxxxxx X. Xxxxx
--------------------------------------
Name: Xxxxxxxx X. Xxxxx
Title: Managing Director
BANK OF AMERICA, N.A., as Lender
By /s/ Xxxxxx X. Xxxx
--------------------------------------
Name: Xxxxxx X. Xxxx
Title: Principal
THE BANK OF NOVA SCOTIA, as Lender
By /s/ P.A. Xxxxxxxxxxxxx
--------------------------------------
Name: P.A. Xxxxxxxxxxxxx
Title: Authorized Signatory
THE INDUSTRIAL BANK OF JAPAN, LIMITED, as Lender
By /s/ Xxxxxx Xxxxxxxxxx
--------------------------------------
Name: Xxxxxx Xxxxxxxxxx
Title: Vice President and Manager
TORONTO-DOMINION (TEXAS), INC., as Lender
By /s/ Xxx Xxxxxxxx
--------------------------------------
Name: Xxx Xxxxxxxx
Title: Vice President
SOCIETE GENERALE, NEW YORK BRANCH, as
Co-Agent and as Lender
By /s/ Xxxxxx Xxxxxx
--------------------------------------
Name: Xxxxxx Xxxxxx
Title: Director
THE BANK OF NEW YORK, as Lender
By /s/ Xxxxxxx X. Xxxxxxx
--------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
BANQUE NATIONALE DE PARIS, as Lender
By /s/ Xxxxx Xxxxxx
--------------------------------------
Name: Xxxxx Xxxxxx
Title: Director
By /s/ Xxxx Xxxxx
--------------------------------------
Name: Xxxx Xxxxx
Title: Director
THE MITSUBISHI TRUST AND BANKING
CORPORATION, LOS ANGELES AGENCY,
as Lender
By /s/ Xxxxxxxxx Xxxxxxx
--------------------------------------
Name: Xxxxxxxxx Xxxxxxx
Title: Senior Vice President
THE SUMITOMO MITSUI BANKING CORPORATION,
as Lender
By /s/ Xxx X. Xxxxxxxxx
--------------------------------------
Name: Xxx X. Xxxxxxxxx
Title: Vice President
SUNTRUST BANK (f/k/a/ CRESTAR BANK), as
Lender
By /s/ Xxxxxx X. Xxxx, Xx.
-----------------------------------------
Name: Xxxxxx X. Xxxx, Xx.
Title: Vice President
THE DAI-ICHI KANGYO BANK, LIMITED, as
Lender
By /s/ Xxxxxx-Xxxxx Xxxxx
-----------------------------------------
Name: Xxxxxx-Xxxxx Xxxxx
Title: Vice President
XXXXXX GUARANTY TRUST COMPANY
OF NEW YORK, as Lender
By /s/ ILLEGIBLE
-----------------------------------------
Name:
Title: Vice President
GENERAL ELECTRIC CAPITAL CORPORATION, as
Lender
By /s/ Xxxxxx X. Xxxxxxx
-----------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Duly Authorized Signatory
FIRST HAWAIIAN BANK, as Lender
By /s/ Xxxxxxx X. Xxxxxxx
-----------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Assistant Vice President
ISRAEL DISCOUNT BANK LIMITED,
LOS ANGELES AGENCY as Lender
By /s/ Xxxxx Xxxxx
----------------------------
Name: Xxxxx Xxxxx
Title: AVP
CONSENT
Reference is made to (a) Letter Amendment and Consent No. 8 to the
Loan Documents dated as of August 15, 2001 (the "Letter Amendment"; capitalized
terms not otherwise defined herein being used herein as defined in the Letter
Amendment and in the Credit Agreement referred to therein), and (b) the Second
Amended and Restated Credit Agreement dated as of October 28, 1997 (as amended
by Letter Amendment No. 1 dated as of November 18, 1997, Letter Amendment No. 2
dated as of April 16, 1998, Amendment and Waiver No. 3 to the Loan Documents
dated as of June 29, 1998, Amendment and Waiver No. 4 dated as of May 26, 1999,
Amendment and Waiver No. 5 to the Loan Documents dated as of October 26, 1999,
Letter Amendment No. 6 dated as of October 26, 1999 and Letter Amendment and
Consent No. 7 dated as of July 20, 2001 the "Credit Agreement") among FCN
Holding, Inc., International Family Entertainment, Inc., Saban Entertainment,
Inc., Fox Family Properties, Inc. and Fox Family Management, LLC (collectively,
the "Borrowers"), Fox Kids Holdings, LLC, a Delaware limited liability company
("Holdings"), as Guarantor, the banks, financial institutions and other
institutional lenders (collectively, the "Lenders") party to the Credit
Agreement, Citicorp USA, Inc., as administrative agent (the "Administrative
Agent") for such Lenders and the other Secured Parties referred to therein, and
Xxxxxxx Xxxxx Xxxxxx Inc. (formerly known as Citicorp Securities, Inc.), Chase
Securities, Inc. and BankBoston, N.A., as Co-Arrangers for the Facilities
referred to therein.
Each of the undersigned, in its capacity as (a) a Guarantor under the
Second Amended and Restated Subsidiaries Guarantee dated October 28, 1997 (the
"Subsidiaries Guarantee") in favor of the Secured Parties referred to therein
and a Pledgor under the Pledge and Assignment Agreement and/or (b) a Pledgor
under the Pledge and Assignment Agreement and/or under one or more of the
following Agreements, (i) the Amended and Restated Memorandum of Deposit of
Shares of Equity Interests dated October 28, 1997 (the "U.K./Saban U.K. Pledge
Agreement") between Saban and the Administrative Agent, (ii) the Amended and
Restated Memorandum of Deposit of Shares of Equity Interests dated October 28,
1997 (the "U.K./FKE Pledge Agreement"), among FKE Holdings, Fox Kids Network
Europe Holdings, Inc. and the Administrative Agent, (iii) the Deeds of Pledge
dated September 4, 1997 and June 24, 1998 (collectively, the "Netherlands Pledge
Agreement"), among FKE Holdings, T.V. 10 and the Administrative Agent, (iv) the
Amended and Restated Pledge Agreement of Shares dated September 4, 1997 (the
"Netherlands Antilles Pledge Agreement"), among Saban, SINV and the
Administrative Agent, (v) the Pledge Agreement dated September 4, 1997 (the
"German Pledge Agreement") among Saban and the Administrative Agent, (vi) the
Deed of Pledge of Shares dated September 4, 1997 (the "French/Fox Kids Pledge
Agreement"), among FKE Holdings, Fox Kids Network, Fox Kids France SARL and the
Administrative Agent and (vii) the Deed of Pledge of Shares dated September 4,
1997 (together with the U.K./Saban U.K. Pledge Agreement, the U.K./FKE Pledge
Agreement, the Netherlands Pledge Agreement, the Netherlands Antilles Pledge
Agreement, the German Pledge Agreement and the French/Fox Kids Pledge Agreement,
the "Foreign Subsidiary Pledge Agreements"), among Saban, Saban International
Paris SARL and the Administrative Agent, hereby consents to the execution,
delivery and performance of the Letter Amendment and agrees that:
(A) each of the Subsidiaries Guarantee, the Pledge and Assignment
Agreement, the Foreign Subsidiary Pledge Agreements and the other Collateral
Documents to which it is a
party is, and shall continue to be, in full force and effect and is hereby in
all respects ratified and confirmed on the effective of the Letter Amendment,
except that, on and after such effective date each reference to "the Credit
Agreement", "thereunder", "thereof", "therein" or words of like import
referring to the Credit Agreement shall mean and be a reference to the Credit
Agreement, as amended and otherwise modified by the Letter Amendment; and
(B) as of the effective date of the Letter Amendment, the Pledge and
Assignment Agreement and the Foreign Subsidiary Pledge Agreements to which it
is a party and all of the Collateral of such Person described therein do, and
shall continue to, secure the payment of all of the Secured Obligations.
This Consent shall be governed by, and construed in accordance with,
the laws of the State of New York, excluding (to the fullest extent a New York
court would permit) any rule of law that would cause application of the laws of
any jurisdiction other than the State of New York.
Delivery of an executed counterpart of a signature page of this
Consent by telecopier shall be effective as the delivery of a manually executed
counterpart of this Consent.
XXXXX XXXXX PRODUCTIONS, INC.
By: /s/ Xxxx Xxxxxx
------------------------------
Name: Xxxx Xxxxxx
Title: President
BUGBOY PRODUCTIONS, INC.
By: /s/ Xxxx Xxxxxx
------------------------------
Name: Xxxx Xxxxxx
Title: President
CYBERPROD, INC.
By: /s/ Xxxx Xxxxxx
------------------------------
Name: Xxxx Xxxxxx
Title: President
FOX KIDS EUROPE HOLDINGS, INC.
By: /s/ Xxxx Xxxxxx
------------------------------
Name: Xxxx Xxxxxx
Title: President
FOX KIDS (LATIN AMERICA), INC.
By: /s/ Xxx Xxxxx
--------------------------------
Name: Xxx Xxxxx
Title: President
FOX KIDS WORLDWIDE, L.L.C.
By: Fox Kids Holdings, LLC,
as Managing Member
By: Fox Family Worldwide, Inc.,
as Managing Member
By: /s/ Xxx Xxxxx
--------------------------------
Name: Xxx Xxxxx, as its Manager
INTERPROD, INC.
By: /s/ Xxxx Xxxxxx
--------------------------------
Name: Xxxx Xxxxxx
Title: President
KIDS ROCK, INC.
By: /s/ Xxxx Xxxxxx
--------------------------------
Name: Xxxx Xxxxxx
Title: President
LAUREL WAY PRODUCTIONS, INC.
By: /s/ Xxxx Xxxxxx
--------------------------------
Name: Xxxx Xxxxxx
Title: President
MMPR PRODUCTIONS, INC.
By: /s/ Xxxx Xxxxxx
--------------------------------
Name: Xxxx Xxxxxx
Title: President
POCKET PRODUCTIONS, INC.
By: /s/ Xxxx Xxxxxx
--------------------------------
Name: Xxxx Xxxxxx
Title: President
SABAN DOMESTIC SERVICES, INC.
By: /s/ Xxxx Xxxxxx
--------------------------------
Name: Xxxx Xxxxxx
Title: President
SABAN FOODS, INC.
By: /s/ Xxxx Xxxxxx
--------------------------------
Name: Xxxx Xxxxxx
Title: President
SABAN INTERNATIONAL SERVICES, INC.
By: /s/ Xxxx Xxxxxx
--------------------------------
Name: Xxxx Xxxxxx
Title: President
SABAN MERCHANDISING, INC.
By: /s/ Xxxx Xxxxxx
--------------------------------
Name: Xxxx Xxxxxx
Title: President
SANDSCAPE, INC.
By: /s/ Xxxx Xxxxxx
--------------------------------
Name: Xxxx Xxxxxx
Title: President
TEEN DREAM PRODUCTIONS, INC.
By: /s/ Xxxx Xxxxxx
--------------------------------
Name: Xxxx Xxxxxx
Title: President
MELVILLE PRODUCTIONS, INC.
By: /s/ Xxxx Xxxxxx
--------------------------------
Name: Xxxx Xxxxxx
Title: President
FCNH SUB, INC.
By: /s/ Xxx Xxxxx
---------------------------------
Name: Xxx Xxxxx
Title: President
FOX CHILDREN'S PRODUCTIONS, INC.
By: /s/ Xxx Xxxxx
---------------------------------
Name: Xxx Xxxxx
Title: President
FOX CHILDREN'S NETWORK, INC.
By: /s/ Xxx Xxxxx
---------------------------------
Name: Xxx Xxxxx
Title: President
STORYMAKERS, INC.
By: /s/ Xxx Xxxxx
---------------------------------
Name: Xxx Xxxxx
Title: President
FOX KID'S MUSIC, INC.
By: /s/ Xxx Xxxxx
---------------------------------
Name: Xxx Xxxxx
Title: President
FOX CHILDREN'S MUSIC, INC.
By: /s/ Xxx Xxxxx
---------------------------------
Name: Xxx Xxxxx
Title: President
FAMILY DEVELOPMENT CORP.
By: /s/ Xxx Xxxxx
---------------------------------
Name: Xxx Xxxxx
Title: President
FAMILY GAME SHOWS, INC.
By: /s/ Xxx Xxxxx
-----------------------------
Name: Xxx Xxxxx
Title: President
GAME TV, INC.
By: /s/ Xxx Xxxxx
-----------------------------
Name: Xxx Xxxxx
Title: President
THE SERENADE THEATRE
COMPANY, INC.
f/k/a XXXXXX XXXXXXX
PRODUCTIONS, INC.
By: /s/ Xxx Xxxxx
-----------------------------
Name: Xxx Xxxxx
Title: President
XXXXXXX ACQUISITION CORP.
By: /s/ Xxx Xxxxx
-----------------------------
Name: Xxx Xxxxx
Title: President
HOME PRODUCTIONS, INC.
By: /s/ Xxx Xxxxx
-----------------------------
Name: Xxx Xxxxx
Title: President
MTM ACQUISITION COMPANY, INC.
By: /s/ Xxx Xxxxx
-----------------------------
Name: Xxx Xxxxx
Title: President
MTM ENTERPRISES, INC.
By: /s/ Xxx Xxxxx
-----------------------------
Name: Xxx Xxxxx
Title: President
MTM ENTERTAINMENT, INC.
By: /s/ Xxx Xxxxx
------------------------------
Name: Xxx Xxxxx
Title: President
MTM HOLDING COMPANY, INC.
By: /s/ Xxx Xxxxx
------------------------------
Name: Xxx Xxxxx
Title: President
PRETENDER PRODUCTIONS, INC.
By: /s/ Xxx Xxxxx
------------------------------
Name: Xxx Xxxxx
Title: President
UNITED STATES FAMILY
ENTERTAINMENT, INC.
By: /s/ Xxx Xxxxx
------------------------------
Name: Xxx Xxxxx
Title: President
RED CHECK, INC.
By: /s/ Xxx Xxxxx
------------------------------
Name: Xxx Xxxxx
Title: President
PLAZA PICTURES, INC.
By: /s/ Xxxx Xxxxxx
------------------------------
Name: Xxxx Xxxxxx
Title: President
PAPER GARDENS, INC.
By: /s/ Xxx Xxxxx
------------------------------
Name: Xxx Xxxxx
Title: President
XXXXXXX PARK, INC.
By: /s/ Xxx Xxxxx
-------------------------------
Name: Xxx Xxxxx
Title: President
APRIL PARK, INC.
By: /s/ Xxx Xxxxx
-------------------------------
Name: Xxx Xxxxx
Title: President
FAMILY SATELLITE BROADCASTING
SERVICES, INC.
By: /s/ Xxx Xxxxx
-------------------------------
Name: Xxx Xxxxx
Title: President
F.F.P. WEST, L.L.C.
/s/ Xxx Xxxxx
-----------------------------------
By: Xxx Xxxxx, as its Manager
FIRST PAPER, INC.
By: /s/ Xxx Xxxxx
-------------------------------
Name: Xxx Xxxxx
Title: President
FOX FAMILY MUSIC, L.L.C.
/s/ Xxx Xxxxx
-----------------------------------
By: Xxx Xxxxx, as its Manager
FOX FAMILY MUSIC, INC.
By: /s/ Xxxx Xxxxxx
----------------------------------
Name: Xxxx Xxxxxx
Title: President
FOX FAMILY POST PRODUCTION, INC.
By: /s/ Xxxx Xxxxxx
-------------------------------
Name: Xxxx Xxxxxx
Title: President
FOX FAMILY POST PRODUCTION, L.L.C.
/s/ Xxx Xxxxx
----------------------------------------
By: Xxx Xxxxx, as its Manager
FOX FAMILY RECORDING ARTISTS, INC.
By: /s/ Xxx Xxxxx
------------------------------------
Name: Xxx Xxxxx
Title: President
HOPSCOTCH PRODUCTIONS, INC.
By: /s/ Xxx Xxxxx
------------------------------------
Name: Xxx Xxxxx
Title: President
MONUMENT PRODUCTIONS, INC.
By: /s/ Xxx Xxxxx
------------------------------------
Name: Xxx Xxxxx
Title: President
KID GUMBO PRODUCTIONS, INC.
By: /s/ Xxx Xxxxx
------------------------------------
Name: Xxx Xxxxx
Title: President
FOX KIDS TOURING, L.L.C.
/s/ Xxx Xxxxx
----------------------------------------
By: Xxx Xxxxx, as its Manager
FOX LATIN PRODUCTIONS, INC.
By: /s/ Xxx Xxxxx
------------------------------------
Name: Xxx Xxxxx
Title: President
FOX KIDS SPC1, INC.
By: /s/ Xxxx Xxxxxx
------------------------------------
Name: Xxxx Xxxxxx
Title: President
FOX KIDS SPC2, INC.
By: /s/ Xxxx Xxxxxx
------------------------------------
Name: Xxxx Xxxxxx
Title: President
TEEN QUEST PRODUCTIONS, INC.
By: /s/ Xxx Xxxxx
------------------------------------
Name: Xxx Xxxxx
Title: President
MAGIC HAT PRODUCTIONS, INC.
By: /s/ Xxxx Xxxxxx
------------------------------------
Name: Xxxx Xxxxxx
Title: President
FOX KIDS CUP, L.L.C
By: /s/ Xxx Xxxxx
------------------------------------
Name: Xxx Xxxxx, as its Manager
FOX FAMILY PROPERTIES STUDIO, L.L.C.
By: /s/ Xxx Xxxxx
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Name: Xxx Xxxxx, as its Manager
