EXHIBIT 3
Fox Kids Worldwide, Inc.
00000 Xxxxxxxx Xxxxxxxxx
Xxx Xxxxxxx, XX 00000
August 1, 1997
News America Holdings Incorporated
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, XX 00000
Citicorp USA, Inc.
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
Ladies and Gentlemen:
Reference is hereby made to the Subordinated Note Agreement, dated as
of July 31, 1997 (the "FBC Note Agreement"), by and among Fox Broadcasting
Company (as Lender), Fox Kids Worldwide, Inc. (as Borrower) and Citicorp USA,
Inc., as administrative agent under the Senior Loan Agreement (as such term is
defined in the FBC Note Agreement). A copy of the FBC Note Agreement is annexed
hereto as Exhibit A.
This letter confirms our agreement to enter into a Subordinated Note
Agreement (the "NAHI Note Agreement"), upon substantially the same terms and
conditions as the FBC Note Agreement, except for the following: (i) News
America Holdings Incorporated will be the lender under the NAHI Note Agreement,
(ii) the interest rate under the NAHI Note Agreement will be a rate that,
together with the rate set forth in the FBC Note Agreement, results in a blended
rate of 11.70% per annum and (iii) the principal amount of the NAHI Note
Agreement will be an amount not to exceed $300,000,000. The NAHI Note Agreement
will be entered into on a date no later than the date of the consummation of the
merger of Fox Kids Merger Corporation with and into International Family
Entertainment, Inc.
Please signify your agreement with the foregoing by signing a copy of
this letter in the space indicated below.
Very truly yours,
FOX KIDS WORLDWIDE, INC.
By:
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Name:
Title:
ACCEPTED AND AGREED TO
AS OF THE DATE ABOVE:
NEWS AMERICA HOLDINGS INCORPORATED
By:
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Name:
Title:
CITICORP USA, INC.
By:
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Name:
Title:
