FIRST AMENDMENT TO SUBSCRIPTION AGREEMENT
This First Amendment to Subscription Agreement (the "AMENDMENT"), dated
as of November __, 1999, is entered into by and among Fox Broadcasting Company,
a Delaware corporation (the "PURCHASER"), Fox Kids Europe Holdings, Inc., a
California corporation (the "COMPANY"), and Fox Kids Europe, B.V., a BESLOTEN
VENNOOTSCHAP, on the following terms and conditions:
R E C I T A L S
WHEREAS, the Purchaser and the Company are parties to that certain
Subscription Agreement (the "Agreement"; capitalized terms used herein without
definition have the meanings given those terms in the Agreement) dated as of
June 28, 1999, pursuant to the terms of which the Purchaser agreed to purchase,
and the Company agreed to issue and sell, the Shares, and pursuant to the terms
of which the Purchaser is entitled to participate in any IPO or Private Sale as
a selling shareholder;
WHEREAS, the Company desires to enter into a series of transactions
(the "Fox Kids Europe Transactions"), pursuant to the terms of which the Company
will, concurrently herewith, directly or indirectly, contribute all of its
assets to Fox Kids Europe B.V. (which intends immediately thereafter to convert
from a BESLOTEN VENNOOTSCHAP to a NAAMLOZE VENNOOTSCHAP, whereupon its name will
be Fox Kids Europe N.V.) ("FKE"), in exchange for a majority of the ordinary
shares of Fox Kids Europe B.V.;
WHEREAS, FKE intends to sell a number of its ordinary shares in the
United States to qualified institutional buyers in reliance on Rule 144A under
the Securities Act of 1933, as amended (the "Securities Act") and outside the
United States in reliance on Regulation S under the Securities Act (the
"Offering") immediately after the consummation of the Fox Kids Europe
Transactions;
WHEREAS, the Company desires to deliver to the Purchaser ordinary
shares of FKE in substitution for the Shares, and to cause FKE to cooperate with
the Purchaser to enable the Purchaser to participate in the Offering of the
ordinary shares of FKE as a selling shareholder, all in satisfaction of the
Company's obligations under the Agreement to deliver the Shares to the Purchaser
and to allow the Purchaser to participate in any IPO as a selling shareholder;
WHEREAS, the Purchaser is willing, on the terms set forth in this
Amendment, to accept delivery of ordinary shares of FKE in substitution for the
Shares, and to participate in the Offering of the ordinary shares of FKE as a
selling shareholder, all in satisfaction of its rights under the Agreement to
purchase the Shares and to participate in any IPO as a selling shareholder;
NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration given to each party hereto, the receipt, value and
sufficiency of which are hereby acknowledged, the parties agree as follows.
AMENDMENT. The Agreement is hereby amended as follows:
1.1. The introductory sentence of the Agreement is amended to read as
follows:
This Subscription Agreement (the "Agreement"), dated as of
June 28, 1999, is entered into by and among Fox Broadcasting
Company, a Delaware corporation (the "Purchaser"), Fox Kids
Europe Holdings, Inc., a California corporation (the
"Company"), and Fox Kids Europe B.V. on the following terms
and conditions:
The recitals are amended to read in full as follows:
"WHEREAS, the Company has entered into a series of
transactions (the "Fox Kids Europe Transactions"), pursuant
to the terms of which the Company has, concurrently with the
execution and delivery of the First Amendment, directly or
indirectly, contributed all of its assets (other than the
equity interests in Fox Kids SPC1, Inc., a Delaware
corporation ("SPC1"), and the equity interests in Fox Kids
SPC2, Inc., a California corporation ("SPC2") to Fox Kids
Europe B.V., in exchange for a majority of the ordinary
shares (the "COMMON STOCK") of Fox Kids Europe B.V.;
"WHEREAS, Fox Kids Europe B.V., which immediately after
the issuance of its Common Stock intends to convert from a
BESLOTEN VENNOOTSCHAP to a NAAMLOZE VENNOOTSCHAP, whereupon
its name will be Fox Kids Europe N.V.) ("FKE"), intends to
make an offering (the "IPO") of shares of the Common Stock
immediately after the consummation of the Fox Kids Europe
Transactions;
"WHEREAS, on the terms and subject to the conditions
set forth in this Agreement, the Purchaser desires to
purchase, and the Company desires to sell to the Purchaser,
shares (`Shares') of the Common Stock;
"WHEREAS, on the terms and subject to the conditions
set forth in this Agreement, the Purchaser desires to
participate in the IPO or any private sale to an
unaffiliated third-party purchaser of shares of the Common
Stock to be issued in connection with such sale (a "PRIVATE
Sale"), as applicable, and, subject to the conditions set
forth herein, thereafter to participate in any subsequent
public offerings (each a "SUBSEQUENT PUBLIC OFFERING") and
any subsequent private sales (each a "SUBSEQUENT PRIVATE
SALE"), and the Company is willing to cause FKE to cooperate
in the Purchaser's participating in the IPO or any Private
Sale and, subject to the conditions set forth herein, any
Subsequent Public Offerings and any Subsequent Private
Sales, as an inducement to the Purchaser to enter into the
First Amendment;".
EX-10.3 - 2
1.2. The definition of "Class B Stock" is deleted and Sections 1.5
through 1.8 are renumbered as Sections 1.4 through 1.7, respectively.
1.3. The following definition is added as Section 1.8:
"1.8 'FIRST AMENDMENT' means that certain First Amendment to Subscription
Agreement between the Purchaser and the Company dated as of November __, 1999."
1.4. The definition of "HSR Act" is deleted and Sections 1.11 through
1.14 are renumbered as Sections 1.10 through 1.13, respectively.
1.5. The following definition is added as Section 1.14:
"1.14 'OFFERING CIRCULAR' means that certain Fox Kids Europe N.V.
Preliminary Offering Circular dated November 3, 1999 for Ordinary Shares of FKE
and, when issued, the final Offering Circular for Ordinary Shares of FKE."
1.6. Section 2 is amended to read in full as follows:
"2. PURCHASE AND SALE OF THE SHARES OF COMMON STOCK. The
Company hereby agrees to sell and the Purchaser hereby agrees to
purchase the Shares on the terms and subject to the conditions
set forth in this Agreement. At each Closing (as defined herein),
beneficial ownership of the Shares purchased at such Closing will
automatically transfer to the Purchaser, and the Company will
deliver the Shares purchased at such Closing at the Purchaser's
direction against prior payment by the Purchaser of the Purchase
Price (as defined herein) for such Closing (in connection with
which the parties acknowledge that payment by the Purchaser of
the Total Purchase Price shall constitute payment of the Purchase
Price for each of the Closings). The parties hereto acknowledge
that the Purchaser has paid the Total Purchase Price concurrently
with the execution of this Agreement by wire transfer to such
account of the Company as the Company has theretofore designated
by notice to the Purchaser."
1.7. The last grammatical sentence of Section 3 is deleted.
1.8. The last grammatical sentence of Section 4.1 is amended to read
in full as follows:
"The Company has all necessary corporate power and authority to
enter into, execute and deliver this Agreement and to consummate
the transactions contemplated hereby."
1.9. Section 4.2 is deleted, and Sections 4.3 through 4.7 are
renumbered as Sections 4.2 through 4.6, respectively.
EX-10.3 - 3
1.10. Section 4.5 (as renumbered above) is amended to read in full as
follows:
"4.5. NO CONFLICTS. The execution, delivery and performance
by the Company of this Agreement and the delivery of the Shares
hereunder will not conflict with or violate the Articles of
Incorporation or Bylaws of the Company, the Senior Notes
Indentures or the Credit Agreement or violate any other material
agreement to which the Company is a party, including, without
limitation, any voting agreement, stockholders agreement or
voting trust, or otherwise contravene, conflict with or result in
a violation of, any federal, state, local, municipal, foreign,
international, multi-national or other administrative order,
constitution, law, ordinance, regulation or statute, or give any
individual, corporation, partnership, governmental authority or
regulatory body or any other person the right to prevent the
consummation of the sale of the Shares contemplated hereby."
1.11. 1.10 A new Section 4.7 is inserted at the end of Section 4,
which Section 4.7 shall read as follows:
"4.7. TITLE TO SHARES. The Company has, and immediately
prior to delivery on each Closing Date the Company will have,
good and valid title to the Shares to be sold hereunder on such
Closing Date, free and clear of all liens, encumbrances, equities
or claims (other than the security interest in favor of the
Administrative Agent referred to in the definition of Credit
Agreement hereunder); and, upon delivery of such Shares, and
assuming that the Purchaser has made payment therefor on or prior
to such Closing Date in accordance with this Agreement, good and
valid title to such Shares, free and clear of all liens,
encumbrances, equities or claims, will pass to the Purchaser.
1.12. 1.10 A new Section 4A is inserted after the end of Section 4,
which Section 4A shall read as follows:
"4A. REPRESENTATIONS AND WARRANTIES OF FKE. FKE represents
and warrants that the following representations and warranties
are true and correct in all material respects as of the date of
the First Amendment, and covenants that each such representation
and warranty shall be true and correct in all material respects
on and as of each Closing Date, with the same force and effect as
though made on and as of such Closing Date, except for changes
permitted or contemplated by this Agreement.
"4A.1. ORGANIZATION AND STANDING. FKE has been duly
incorporated and is validly existing as a corporation under the
laws of The Netherlands, with all power and authority to own its
EX-10.3 - 4
properties and conduct its business as described in the Offering
Circular, and has been duly qualified as a foreign corporation
for the transaction of business and is in good standing under the
laws of each other jurisdiction in which it owns or leases
properties or conducts any business so as to require such
qualification, or is subject to no material liability or
disability by reason of the failure to be so qualified in any
such jurisdiction; and each subsidiary of FKE has been duly
incorporated and is validly existing as a corporation in good
standing (to the extent that such concept exists in the relevant
jurisdiction) under the laws of its jurisdiction of
incorporation.
"4A.2. CAPITALIZATION. FKE has an authorized capitalization
as set forth in the Offering Circular, and all of the issued
shares of capital stock of FKE have been duly and validly
authorized and issued, are fully paid and conform to the
description of the capital stock contained in the Offering
Circular; and all of the issued shares of capital stock of each
subsidiary of FKE have been duly and validly authorized and
issued, are fully paid and non-assessable (to the extent that
such concept exists in the relevant jurisdiction) and (except for
directors' qualifying shares and except as set forth in the
Offering Circular) are owned directly or indirectly by FKE, free
and clear of all liens, encumbrances, equities or claims; the
holders of outstanding shares of capital stock of FKE are not
entitled to preemptive or other rights to acquire the Shares
which have not been complied with; there are no outstanding
securities convertible into or exchangeable for, or warrants,
rights or options to subscribe for from FKE, or obligations of
FKE to issue, the ordinary shares or any other class of capital
stock of FKE (except as set forth in the Offering Circular); and
there are no restrictions on subsequent transfers of the Shares
under the laws of The Netherlands and of the United States except
as described in the Offering Circular.
"4A.3. EXECUTION, DELIVERY, AND PERFORMANCE. The execution,
delivery and performance of this Agreement and the consummation
of the transactions contemplated hereby have been duly authorized
by all necessary corporate action of FKE, and FKE has taken all
other actions required by law and its Articles of Association in
order to consummate the transactions contemplated by this
Agreement. This Agreement constitutes the valid and binding
obligations of FKE, and is enforceable in accordance with its
terms, except as enforceability may be subject to or limited by
bankruptcy, insolvency, reorganization, moratorium or other
similar laws relating to or affecting creditors' rights
generally.
"4A.4. ARTICLES OF ASSOCIATION. FKE has furnished to the
Purchaser a copy of the Articles of Association of FKE, which are
in full force and effect.
EX-10.3 - 5
"4A.5. AUTHORIZATION AND ISSUANCE OF ORDINARY SHARES. The
Shares to be delivered to the Purchaser hereunder have been duly
and validly authorized and issued by FKE and are fully paid and
conform to the description of the ordinary shares contained in
the Offering Circular.
"4A.6. NO CONFLICTS. The execution, delivery and performance
by FKE of this Agreement will not conflict with or violate the
Articles of Association of FKE, the Senior Notes Indentures or
the Credit Agreement or violate any other material agreement to
which FKE is a party, including, without limitation, any voting
agreement, stockholders agreement or voting trust, or otherwise
contravene, conflict with or result in a violation of, any
federal, state, local, municipal, foreign, international,
multi-national or other administrative order, constitution, law,
ordinance, regulation or statute, or give any individual,
corporation, partnership, governmental authority or regulatory
body or any other person the right to prevent the consummation of
the delivery of the Shares contemplated hereby.
1.13. In Section 5.5, the word "Fox" is deleted and the words "the
Purchaser" are inserted in its place.
1.14. Section 6.1 is amended to read in full as follows:
"6.1 CONSUMMATION OF FOX KIDS EUROPE TRANSACTIONS. The Fox
Kids Europe Transactions shall have been consummated, and
immediately following the Fox Kids Europe Transactions FKE shall
own, directly or indirectly, all of the assets owned by the
Company immediately prior to the consummation of the Fox Kids
Europe Transactions (other than the equity interests in SPC1 and
the equity interests in SPC2), and FKEH shall own all of the
Shares being sold hereunder free and clear of all liens,
encumbrances, equities or claims (other than the security
interest in favor of the Administrative Agent referred to in the
definition of Credit Agreement hereunder).
1.15. Section 6.2 is amended by inserting after the words "All
representations and warranties of the Company" the following words: "and FKE".
1.16. Section 6.5 is deleted and Sections 6.6 and 6.7 are renumbered
as Sections 6.5 and 6.6, respectively.
1.17. Section 7 is amended by striking from the portion thereof that
precedes Section 7.1 the words "issue and sell" and substituting the word
"deliver".
1.18. Section 9.1 is amended to read in full as follows:
EX-10.3 - 6
"9.1. CONDUCT OF BUSINESS. The Company hereby covenants and
agrees as follows: Subject to the terms and conditions of this
Agreement, the Company 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 provided for by this
Agreement. Each of the Company and FKE hereby agrees, while this
Agreement is in effect, and except as contemplated hereby, not to
intentionally and knowingly take any action with the intention
and knowledge that such action would make any of its
representations or warranties contained herein untrue or
incorrect in any material respect or have the effect of
preventing or disabling it from performing its obligations under
this Agreement. Without limiting the generality of the foregoing,
and except as contemplated by this Agreement, prior to the Final
Closing Date, neither the Company nor FKE will, without the prior
written consent of the Purchaser:
"(a) Propose or adopt any amendments to the Articles of
Association of FKE (except that FKE shall, prior to the
first Closing, make that certain Deed of Conversion and
Amendment to the Articles of Association for Fox Kids Europe
N.V, pursuant to which FKE will convert from a BESLOTEN
VENNOOTSCHAP to a NAAMLOZE VENNOOTSCHAP, whereupon its name
will be Fox Kids Europe N.V.);
"(b) Issue, sell or repurchase, or authorize or propose the
issuance, sale or repurchase of any shares of capital stock
of FKE, or securities convertible into such shares, or any
rights, warrants or options to acquire such shares or other
convertible securities, other than the initial issuance of
shares by FKE to the Company and the other incorporators of
FKE; or
"(c) Sell, lease, dispose of, convey or transfer or agree to
sell, lease, dispose of, convey or transfer substantially
all of the assets of the Company, except for sales in the
ordinary course of business, and except for the Fox Kids
Europe Transactions, which shall have occurred prior to any
Closing."
1.19. A new Section 9.4 is inserted after the end of Section 9.3,
which Section 9.4 shall read as follows:
"9.4. TAX. The Company will pay when due and payable any and
all stamp, issue, transfer or similar taxes which may be payable
in respect of the issuance of the Shares, any transfer of the
Shares, and the delivery of the Shares to Purchaser.
EX-10.3 - 7
1.20. Section 10 is amended to read in full as follows:
"10. TAG ALONG RIGHTS.
"10.1. TAG ALONG RIGHTS. If FKE enters into an agreement (or
series of related agreements) to transfer or sell to one or more
persons who, directly or indirectly, own less than 10 percent of
the outstanding Common Stock of FKE (a `THIRD PARTY') any number
of shares of Common Stock of FKE (such transfer or sale, a `TAG
ALONG SALE'), then the Purchaser shall have the obligation to
participate in such Tag Along Sale. The Purchaser will be
entitled to sell all of its shares of Common Stock of FKE before
FKE is entitled to sell any shares.
"10.2. SALE NOTICE. FKE shall provide the Purchaser with
written notice (the `TAG ALONG SALE NOTICE') not more than 60 nor
less than 10 days prior to the proposed date of the Tag Along
Sale (the `TAG ALONG SALE DATE'). Each Tag Along Sale Notice
shall set forth: (i) the name and address of each Third Party;
(ii) the number of shares of Common Stock proposed to be
transferred or sold; (iii) the proposed amount and form of
consideration to be paid for such shares of Common Stock and the
terms and conditions of payment offered by the proposed
transferee or purchaser, provided that if the form of
consideration proposed is other than cash, FKE may not require
the Purchaser's participation in the sale without the Purchaser's
consent; (iv) confirmation that the proposed purchaser or
transferee has been informed of the "Tag Along Rights" provided
for herein and has agreed to purchase the shares of the Purchaser
before purchasing any shares from FKE; and (v) the Tag Along Sale
Date."
1.21. Section 11 is amended to read in full as follows:
"11. REGISTRATION RIGHTS.
"11.1. RIGHT TO PIGGYBACK. Whenever FKE proposes to register
any of its Common Stock under the Securities Act (other than a
registration on Form S-4 or Form S-8 or any successor or similar
forms), and the registration form to be used may be used for the
registration of the shares of Common Stock (a "Piggyback
Registration"), whether or not for sale for its own account, FKE
will give prompt written notice to the Purchaser of its intention
to effect such registration and will include in such registration
all shares of the Common Stock of FKE held by the Purchaser, to
the extent such number of shares is not greater than the number
to be registered.
EX-10.3 - 8
"11.2. PRIORITY. If in a Piggyback Registration, the
managing underwriters advise FKE in writing that in their opinion
the number of shares of Common Stock requested to be included in
such registration exceeds the number which can be sold in such
offering within a price range reasonably acceptable to FKE, FKE
will include in such registration (i) first, the Common Stock of
FKE that the Purchaser will sell and (ii) second, the Common
Stock of FKE that FKE proposes to sell.
"11.3. "REGISTRATION EXPENSES". FKE shall pay all
Registration Expenses relating to any registration of shares of
Common Stock hereunder. "Registration Expenses" shall include all
fees and expenses incident to FKE's performance of or compliance
with this Agreement, including without limitation: (i) Securities
and Exchange Commission, stock exchange or National Association
of Securities Dealers, Inc. registration and filing fees and all
listing fees with respect to the inclusion of the securities on a
stock exchange, (ii) fees and expenses of compliance with state
securities or "blue sky" laws, including without limitation,
reasonable fees and expenses of blue sky counsel, (iii) printing
expenses, (iv) messenger and delivery expenses, (v) fees and
disbursements of counsel for FKE, (vi) reasonable fees and
expenses of one counsel for the Purchaser, (vii) fees and
disbursements of all independent public accountants and (viii)
any other fees and disbursements of underwriters, if any,
customarily paid by issuers or sellers of securities."
"11.4. INDEMNIFICATION. In the event any of the Purchaser's
Common Stock is included in a registration statement under this
Agreement:
"(a) To the extent permitted by law, FKE will indemnify
and hold harmless the Purchaser and each of its officers,
directors, employees and agents against any losses, claims,
damages or liabilities to which the Purchaser or its
officers, directors, employees or agents may become subject
under the Securities Act, the Securities Exchange Act of
1934 or other federal or state law or the applicable law of
any other jurisdiction including any foreign jurisdiction,
insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) arise out of or are based upon
any of the following statements, omissions or violations
(collectively, a "Violation"): (i) any untrue statement or
alleged untrue statement of a material fact contained in
such registration statement, including any preliminary
prospectus or final prospectus contained therein or any
amendments or
EX-10.3 - 9
supplements thereto or (ii) the omission or alleged omission
to state therein a material fact required to be stated
therein, or necessary to make the statements therein not
misleading, and FKE will reimburse the Purchaser for any
legal or other expenses reasonably incurred by it in
connection with investigating or defending any such loss,
claim, damage, liability or action; provided, however, that
the indemnity agreement contained in this Section shall not
apply to amounts paid in settlement of any such loss, claim,
damage, liability or action if such settlement is effected
without the consent of FKE, which consent shall not be
unreasonably withheld, nor shall FKE be liable in any such
case for any such loss, claim, damage, liability or action
to the extent that it arises out of or is based upon a
Violation which occurs in reliance upon and in conformity
with information furnished in writing for use in connection
with such registration by, or on behalf of, the Purchaser.
"(b) To the extent permitted by law, the Purchaser will
indemnify and hold harmless FKE, each of its officers,
directors, agents or employees, and each Person, if any, who
controls FKE within the meaning of the Securities Act,
against any losses, claims, damages or liabilities to which
FKE or any such director, agent, employee, officer or
controlling Person, may become subject, under the Securities
Act, the Exchange Act or other federal or state law, insofar
as such losses, claims, damages or liabilities (or actions
in respect thereof) arise out of or are based upon any
Violation, in each case to the extent (and only to the
extent) that such Violation occurs in reliance upon and in
conformity with information furnished in writing by, or on
behalf of, the Purchaser for use in connection with such
registration; and the Purchaser will reimburse any legal or
other expenses reasonably incurred by FKE or any such agent,
employee, director, officer or controlling Person, in
connection with investigating or defending any such loss,
claim, damage, liability or action; provided, however, that
the indemnity agreement contained in this Section shall not
apply to amounts paid in settlement of any such loss, claim,
damage, liability or action if such settlement is effected
without the
EX-10.3 - 10
consent of the Purchaser, which consent shall not be
unreasonably withheld.
"(c) Promptly after receipt by an indemnified party
under this Section of notice of the commencement of any
action (including any governmental action), such indemnified
party will, if a claim in respect thereof is to be made
against any indemnifying party under this Section, deliver
to the indemnifying party a written notice of the
commencement thereof and the indemnifying party shall have
the right to participate in, and, to the extent the
indemnifying party so desires, jointly with any other
indemnifying party similarly notified, to assume the defense
thereof with counsel mutually satisfactory to the parties;
provided, however, that an indemnified party shall have the
right to retain its own counsel, with the fees and expenses
to be paid by the indemnifying party, if, in the reasonable
opinion of counsel for the indemnified party, representation
of such indemnified party by the counsel retained by the
indemnifying party would be inappropriate due to actual or
potential differing interests between such indemnified party
and any other party represented by such counsel in such
proceeding. The failure to deliver written notice to the
indemnifying party within a reasonable period of time of the
commencement of any such action shall relieve such
indemnifying party of any liability to the indemnified party
under this Section to the extent prejudicial to its ability
to defend such action, but the omission so to deliver
written notice to the indemnifying party will not relieve it
of any liability that it may have to any indemnified party
otherwise than under this Section.
"(d) If the indemnification provided for in this
Section is held by a court of competent jurisdiction to be
unavailable to an indemnified party or insufficient to hold
it harmless with respect to any loss, liability, claim,
damage or expense referred to therein, then the indemnifying
party, in lieu of indemnifying such indemnified party
hereunder, shall contribute to the amount paid or payable by
such indemnified party as a result of such loss, liability,
claim, damage or expense in such proportion as is
appropriate to reflect the relative fault of the
EX-10.3 - 11
indemnifying party on the one hand and of the indemnified
party on the other in connection with the statements or
omissions that resulted in such loss, liability, claim,
damage or expense as well as any other relevant equitable
considerations. The relative fault of the indemnifying party
and of the indemnified party shall be determined by
reference to, among other things whether the untrue or
alleged untrue statements of a material fact or the omission
to state a material fact relates to information supplied by
the indemnifying party or by the indemnified party and the
parties' relative intent, knowledge, access to information,
and opportunity to correct or prevent such statement or
omission."
"11.5. APPLICABILITY TO IPO. The provisions of Section 11.4
shall apply to the IPO to the same extent that such provisions
relate to a registered offering in the United States."
1.22. Each reference in the Agreement to the Agreement shall mean the
Agreement as amended by the First Amendment, except if a contrary intent is
expressly set forth.
1.23. Section 13.2 is amended by striking the characters "(a)" and by
adding, immediately after the words "Fax: 000.000.0000," the following:
"IF TO FKE:
Fox Kids Europe, X.X.
Xxxxxxxxxxx 00, 0000 XX
Xxxxxxxxx, The Netherlands
Attention: Chief Executive Officer
Fax: __________________
WITH A COPY TO:
Fox Kids Europe Limited
000 Xxxxxx Xxxx
Xxxxxx XX0 0XX.
Attention: General Counsel
Fax: x00 000 000 0000
2. MISCELLANEOUS. Each of Sections 13.1, 13.3, 13.4, 13.5, 13.6, 13.8,
13.9, 13.10, 13.11 and 13.14 of the Agreement is hereby incorporated herein, but
with each reference therein to the Agreement stricken and a reference to this
Amendment inserted in its place.
EX-10.3 - 12
IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date first above written.
FKE
FOX KIDS EUROPE B.V.
By /S/ XXXX XXXXX
-----------------------------------
Its:
-----------------------------------
COMPANY
FOX KIDS EUROPE HOLDINGS, INC.
By /S/ XXXX XXXXXXX
-----------------------------------
Its:
-----------------------------------
PURCHASER
FOX BROADCASTING COMPANY
By /S/ XXX XXXXXXXX
-----------------------------------
Its:
-----------------------------------
EX-10.3 - 13
