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EXHIBIT 4
INTERNATIONAL FAMILY ENTERTAINMENT, INC.
0000 Xxxxxxxx Xxxx
Xxxxxxxx Xxxxx, Xxxxxxxx 00000
AMENDMENT NO. 4 TO AMENDED AND RESTATED CREDIT AGREEMENT
As of June 30, 1997
BANKBOSTON, N.A., f/k/a "THE FIRST NATIONAL BANK OF BOSTON",
as Agent for the Lenders
000 Xxxxxxx Xxxxxx
Xxxxxx, XX 00000
Attention: Xxxxxxx X. Xxxxx
Assistant Vice President
Ladies and Gentlemen:
The undersigned International Family Entertainment, Inc., a Delaware
corporation (the "Company"), hereby agrees with you, as agent for yourself and
each of the Lenders referred to below, as follows:
1. REFERENCE TO CREDIT AGREEMENT; DEFINITIONS. Reference is made to the
Amended and Restated Credit Agreement dated as of December 26, 1995, as amended
and as presently in effect (the "Credit Agreement"), among the Company, you and
certain other lenders (together with you, the "Lenders"), for which you are
acting as Agent. Terms defined in the Credit Agreement and not otherwise
defined herein are used herein with the meanings so defined.
2. PROPOSED TRANSACTION. The Company has informed you that it has
entered into an Agreement and Plan of Merger Agreement (the "Merger Agreement")
dated as of June 11, 1997 with Fox Kids Worldwide, Inc. and its wholly owned
Subsidiary, Fox Kids Merger Corporation, pursuant to which the Company will
merge (the "Merger") with Fox Kids Merger Corporation which is newly formed and
has no assets or liabilities and has conducted no business other than the
transactions contemplated by the Merger Agreement. The Company will be the
surviving corporation in the Merger and become a wholly-owned Subsidiary of Fox
Kids Worldwide, Inc. Contemporaneously with the Merger the Company will
repurchase all of its outstanding stock options, warrants or rights to purchase
its shares as contemplated by Section 1.8 of the Merger Agreement for payments
totaling approximately $54,500,000. The Merger and said repurchase of
outstanding stock options, warrants or rights to purchase shares are referred
to as the "Transactions". A correct and complete copy of the Merger Agreement
and all related documents together with all schedules thereto has been
furnished to the Agent.
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3. AMENDMENT OF CREDIT AGREEMENT. The Credit Agreement is hereby
amended as follows:
3.1. Amendment of Section 6.2.3. Section 6.2.3 of the Credit
Agreement is hereby amended to read "[Intentionally Deleted]".
3.2. Amendment of Section 6.9. Section 6.9 of the Credit
Agreement is hereby amended by adding thereto a new Section 6.9.5 which reads
in its entirety as follows:
"6.9.5. Investments of the Company and its Restricted
Subsidiaries in addition to the foregoing consisting of loans or
advances to Fox Kids Worldwide, Inc. on open account or evidenced by
notes or other instruments so long as immediately before and after
giving effect to each such Investment there shall exist no Default or
Event of Default."
3.3. Amendment of Section 6.10.2. Section 6.10.2 of the
Credit Agreement is hereby amended by substituting the number "$50,000,000" for
the number "$45,000,000" appearing in clause (i) of the proviso thereto.
3.4. Amendment of Section 6.11. Section 6.11 of the Credit
Agreement is hereby amended by adding thereto a new Section 6.11.6 which reads
in its entirety as follows:
"6.11.6 The merger of the Company with Fox Kids Merger
Corporation, a wholly owned subsidiary of Fox Kids Worldwide, Inc.,
in which the Company will be the survivor corporation, pursuant to
the Agreement and Plan of Merger dated as of June 11, 1997 among the
Company, Fox Kids Worldwide, Inc. and Fox Kids Merger Corporation."
3.5. Amendment of Section 6.14. Section 6.14 of the Credit
Agreement is hereby amended to read in its entirety as follows:
"6.14. Except as described in Note K to the financial
statements included as part of the Form 10-K and except for
Investments permitted by the provisions of Section 6.9.5, neither the
Company nor any of its Restricted Subsidiaries shall effect any
transaction with any of their respective Affiliates (except for the
Company and its Subsidiaries) on terms less favorable to the Company
than would be available in a similar transaction concluded on an
arms-length basis with an independent third party."
3.6. Amendment of Section 7.2.2. Section 7.2.2. of the
Credit Agreement is hereby amended to read "[Intentionally Deleted]".
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3.7. Amendment of Section 8.1.6. Section 8.1.6 of the Credit
Agreement is hereby amended to read in its entirety as follows:
"8.1.6. One or more of (i) X.X. Xxxxxxxxx, Xxxxxxx X.
Xxxxxxxxx, consanguineous heirs of X.X. Xxxxxxxxx or Xxxxxxx X.
Xxxxxxxxx, or trusts of which X.X. Xxxxxxxxx or Xxxxxxx X. Xxxxxxxxx
or their successors are trustees, (ii) The News Corporation, Limited
or its Subsidiaries or (iii) Fox Kids Worldwide, Inc. an Affiliate
of The News Corporation, Limited shall fail to control a percentage
of the Company's voting common stock sufficient to elect a majority
of the board of directors."
3.8. Amendment to Exhibit 1. Section 1.28 of Exhibit 1 is
hereby amended to read in its entirety as follows:
"1.28. Consolidated Cash Flow" means, for any period, the
total of (a) Consolidated Net Income of the Company and its
Restricted Subsidiaries (or Consolidated Subsidiaries, as
applicable), plus (b) all amounts deducted in computing such
Consolidated Net Income in respect of (i) depreciation and
amortization (including amortization of Film Rights owned on December
27, 1993 by MTM Entertainment, Inc. and its Subsidiaries but
excluding amortization of Film Rights by the Company and its
Restricted Subsidiaries (or Consolidated Subsidiaries, as applicable)
other than MTM Entertainment, Inc. and its Subsidiaries and excluding
amortization of film rights obtained after December 27, 1993 by MTM
Entertainment, Inc. and its Subsidiaries), (ii) interest on
Indebtedness (including payments in the nature of interest under
Capitalized Leases), (iii) taxes based upon or measured by income,
(iv) expenses or charges to the income statement of the Company which
are attributed to repurchase outstanding stock options, warrants or
rights to purchase shares of the Company as contemplated by Section
1.8 of the Agreement and Plan of Merger dated as of June 11, 1997
among the Company, Fox Kids Worldwide, Inc. and Fox Kids Merger
Corporation, not to exceed in an aggregate amount $54,500,000, (v)
the write-off or accelerated amortization of up to $50,000,000 of
programming rights as a result of the merger permitted by Section
6.11.6 of the Credit Agreement and (vi) other one time non-recurring
costs and expenses arising as a result of said merger not to exceed
in an aggregate amount $15,000,000.
4. CONSENT OF LENDERS. You hereby represent that you have obtained the
consent of the holders of the requisite amount of the Percentage Interests to
your execution of this Agreement as Agent.
5. EFFECTIVENESS. Each of the amendments contained in Section 3 hereof
shall become effective contemporaneously with the closing of the Transactions
except for the amendment contained in Section 3.7 hereof, which amendment shall
become effective immediately upon
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execution of this Agreement. If the Transactions do not close on or prior to
November 30, 1997, this Agreement shall become null and void and of no further
force and effect.
6. MISCELLANEOUS. This Agreement, the Credit Agreement as amended
hereby and the other Credit Documents set forth the entire understanding of the
parties hereto with respect to the transactions contemplated hereby. The
invalidity or unenforceability of any term or provision hereof shall not affect
the validity or enforceability of any other term or provision hereof. The
headings of this Agreement are for convenience of reference only and shall not
alter or otherwise affect the meaning hereof. The Credit Agreement as amended
hereby is confirmed as being in full force and effect. This Agreement may be
executed in any number of counterparts which together shall constitute one
instrument, shall be a Credit Document, shall be governed by and construed in
accordance with the laws (other than the conflict of laws rules) of The
Commonwealth of Massachusetts and shall bind and inure to the benefit of the
parties hereto and their respective successors and assigns, including as such
successors and assigns all holders of any Credit Obligation.
If the foregoing corresponds with your understanding of our
agreement, kindly sign this letter and the accompanying copies thereof in the
appropriate space below and return the same to the undersigned. This letter
shall become a binding agreement between you and the Company when you and the
Company shall each have received one or more copies hereof executed by you and
the Company
Very truly yours,
INTERNATIONAL FAMILY
ENTERTAINMENT, INC.
By /s/ Xxxxx X. Xxxxxxxx
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Title: Senior Vice President -
Strategic Planning
The foregoing Agreement is hereby accepted:
BANKBOSTON, N.A., f/k/a "THE FIRST NATIONAL BANK OF BOSTON",
for itself and as Agent
By /s/ Xxxxxx X. Xxxxxxx
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Title: Managing Director
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