AMENDMENT AND WAIVER NO. 4 TO THE LOAN DOCUMENTS
AMENDMENT AND WAIVER dated as of May 26, 1999 to (a) 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, and Amendment and Waiver No. 3 to the Loan Documents
dated as of June 29, 1998, 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, 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, (b) the Permitted Affiliate Subordinated Note dated October
28, 1997 issued by Fox Family Worldwide, Inc. (formerly known as Fox Kids
Worldwide, Inc.), a Delaware corporation ("FOX KIDS"), to IFE (the "FOX KIDS
SUBORDINATED NOTE"), (c) the Intercompany Notes each dated September 4, 1997
issued by a Reorganized Foreign Subsidiary (as hereinafter defined) to Saban or
Saban International Services, Inc. (collectively, the "REORGANIZED FOREIGN
SUBSIDIARIES INTERCOMPANY NOTES"), (d) the Fox Kids Guarantee dated as of
October 28, 1997 (as amended by Letter Amendment No. 2 dated as of April 16,
1998 and Amendment and Waiver No. 3 to the Loan Documents dated as of June 29,
1998, the "FOX KIDS GUARANTEE") made by Fox Kids in favor of the Secured Parties
referred to therein, (e) the Pledge and Assignment Agreement dated as of October
28, 1997 (as amended by Amendment and Waiver No. 3 to the Loan Documents dated
as of June 29, 1998 and as further amended, supplemented or otherwise modified
through the date hereof, the "PLEDGE AND ASSIGNMENT AGREEMENT") made by Fox
Kids, Holdings and each of the Subsidiaries of Holdings listed on the signature
pages thereof as pledgors to and in favor of the Administrative Agent, and (f)
the other Loan Documents. Capitalized terms not otherwise defined in this
Amendment and Waiver have the same meanings as specified therefor in the Credit
Agreement.
PRELIMINARY STATEMENTS
(1) The Borrowers, Holdings and Fox Kids have requested that the
Lenders agree to amend and otherwise modify the Credit Agreement and the other
Loan Documents in order to:
(a) permit Saban to reorganize its equity ownership of Saban
Entertainment Germany GmbH ("SABAN GERMANY"), Saban Entertainment Italy
SrL ("SABAN ITALY") and Saban Entertainment U.K. Limited ("SABAN U.K."
and, together with Saban Germany and Saban Italy, the "REORGANIZED
FOREIGN SUBSIDIARIES") so that each such Reorganized Foreign Subsidiary
would become an indirect wholly owned Subsidiary of Saban International,
N.V. and, in connection with such reorganization, to invest not more
than $800,000 in the Reorganized Foreign Subsidiaries and either
contribute or cancel the outstanding Reorganized Foreign Subsidiaries
Intercompany Notes;
(b) permit Fox Kids Europe Holdings, Inc. ("FKE HOLDINGS") to
enter into a joint venture with an affiliate of The News Corporation
Limited ("TNCL") in which FKE Holdings would contribute all of the
outstanding Equity Interests in T.V. 10 B.V., a corporation organized
under the laws of the Netherlands Antilles ("TV 10"), in exchange for a
50% ownership interest in the joint venture and such affiliate of TNCL
would contribute at least $20,000,000 in exchange for a 50% ownership
interest in the joint venture, which $20,000,000 would be immediately
lent by the joint venture to Fox Kids on a subordinated basis and
applied, through the repayment of a portion of the
Fox Kids Subordinated Note, to the permanent reduction of the Term
Commitments (and the corresponding prepayment of outstanding Term
Advances); and
(c) permit IFE to sell an aggregate of 80% of the outstanding
Equity Interests in Asia Television Advertising, LLC ("ATA") to ATA in
exchange for a promissory note issued by ATA in the initial principal
amount of $300,000 and the release of IFE from its remaining obligations
to make capital contributions to ATA.
The transactions described in clause (a) above are referred to herein as the
"FOREIGN SUBSIDIARIES REORGANIZATION". The transactions described in clause (b)
above are referred to herein as the "TV 10 TRANSACTIONS". The transactions
described in clause (c) above are referred to herein as the "ASIAN TELEVISION
TRANSACTIONS".
(2) The Lenders have indicated their willingness to agree to
amend the Credit Agreement and the other Loan Documents in order, among other
things, to permit the amendments and modifications thereto described above in
Preliminary Statement (1) on the terms and subject to the satisfaction of
conditions set forth herein.
SECTION 1. AMENDMENTS TO CERTAIN PROVISIONS OF THE CREDIT
AGREEMENT IN CONNECTION WITH THE FOREIGN SUBSIDIARIES REORGANIZATION. The Credit
Agreement is, upon the occurrence of the Foreign Subsidiaries Reorganization
Effective Date (as hereinafter defined), hereby amended to read as follows:
(a) The definition of "RELATED DOCUMENTS" set forth in Section
1.01 of the Credit Agreement is hereby amended by inserting at the end
thereof the phrase "and the Foreign Subsidiaries Reorganization
Documents".
(b) Section 1.01 of the Credit Agreement is hereby amended by
inserting the following new definitions in their appropriate
alphabetical order:
"FOREIGN SUBSIDIARIES REORGANIZATION DOCUMENTS" means each
of the instruments, agreements and documents (other than
correspondence) setting forth the terms of the Foreign
Subsidiaries Reorganization (as defined in Amendment No. 4 to the
Loan Documents), in each case, as such instrument, agreement or
document may be amended, supplemented or otherwise modified from
time to time in accordance with the terms thereof, but to the
extent permitted under the terms of the Loan Documents.
"SIBV" means Saban International, B.V., a corporation
organized under the laws of the Netherlands and a wholly owned
Subsidiary of Saban.
"SINV" means Saban International, N.V., a corporation
organized under the laws of the Netherlands Antilles and a wholly
owned Subsidiary of Saban
(c) Section 5.02(e) of the Credit Agreement is hereby amended (i)
by deleting the phrase "or (C)" in the third line of clause (v) thereof
and by substituting therefor the new phrase ", (C)" and (ii) by adding
the following new language at the end of clause (v) thereof:
", (D) Saban in SIBV comprised solely of all of the outstanding
Equity Interests in Saban Entertainment Germany GmbH, Saban
Entertainment Italy SrL and Saban Entertainment U.K. Limited and
(E) Saban in SINV comprised solely of all of the outstanding
Equity Interests in SIBV".
(d) Section 5.02(g)(ii) of the Credit Agreement is hereby amended
and restated in its entirety to read as follows:
"Amend, modify or change in any manner any of the terms or
conditions of any of the Surviving Indebtedness or any of the
other Intercompany Notes, except as otherwise expressly permitted
under the terms of the Loan Documents or, solely in the case of
the Intercompany Notes, as, either individually or in the
aggregate, could not adversely affect Fox Kids or any of its
Subsidiaries or any of the rights or interests of the
Administrative Agent or the Lenders in any manner".
SECTION 2. AMENDMENTS TO CERTAIN PROVISIONS OF THE CREDIT
AGREEMENT IN CONNECTION WITH THE TV 10 TRANSACTIONS. The Credit Agreement is,
upon the occurrence of the TV 10 Transactions Effective Date (as hereinafter
defined), hereby amended to read as follows:
(a) The definition of "RELATED DOCUMENTS" set forth in Section
1.01 of the Credit Agreement is hereby amended by inserting at the end
thereof the phrase "and the TV 10 Transactions Documents".
(b) Section 1.01 of the Credit Agreement is hereby amended by
inserting the following new definitions in their appropriate
alphabetical order:
"TV 10 TRANSACTIONS DOCUMENTS" means (a) the Heads of
Agreement dated January 8, 1999 between Fox TV 10 Holdings, Inc.
and FKE Holdings, (b) the Security Agreement dated as of May 28,
1999 made by TV 10 Holdings in favor of FKE Holdings, (c) the
Loan Agreement dated as of May 28, 1999 between Fox Kids and TV
10 Holdings, (d) the Irrevocable Payment Instructions dated May
28, 1999 made by TV 10 Holdings to Fox Kids, (e) the Subordinated
Note dated May 28, 1999 issued by Fox Kids in favor of FKE
Holdings, (f) the Subordinated Note dated May 28, 1999 issued by
Fox Kids in favor of TV 10 Holdings, (g) the Assumption Agreement
dated as of May 28, 1999 between FKE Holdings and TV 10 Holdings,
(h) the Assumption Agreement dated as of May 28, 1999 between Fox
Kids and FKE Holdings and (i) each of the other instruments,
agreements or documents (other than correspondence) setting forth
the terms of the TV 10 Transactions (as defined in Amendment No.
4 to the Loan Documents), in each case, as such Agreement, Note
or other instrument, agreement or document may be amended,
supplemented or otherwise modified from time to time in
accordance with the terms thereof, but to the extent permitted
under the terms of the Loan Documents.
"TV 10 HOLDINGS" means TV 10 Holdings LLC, a Delaware
limited liability company.
"TV 10 TRANSACTIONS EFFECTIVE DATE" has the meaning
specified therefor in Amendment No. 4 to the Loan Documents.
(c) Section 4.01(ll) of the Credit Agreement is hereby amended by
inserting after the phrase "on the Effective Date" in the second line
thereof the new phrase "or on the TV 10 Transactions Effective Date, as
the case may be,".
(d) Section 5.02(e) of the Credit Agreement is hereby amended (i)
by deleting the word "and" at the end of clause (xi) thereof, (ii) by
deleting the punctuation "." at the end of clause (xii) thereof and by
substituting therefor the new language "; and" and (iii) by adding the
following new clause (xiii) thereto:
"(xiii)the Investment by FKE Holdings in TV 10 Holdings, a
joint venture with an Affiliate of TNCL, of all of the
outstanding Equity Interests in T.V. 10 B.V., a corporation
organized under the laws of the Netherlands and a wholly owned
Subsidiary of FKE Holdings, in exchange for 50% of each class of
outstanding Equity Interests in TV 10 Holdings (on a fully
diluted basis); PROVIDED, HOWEVER, that at or prior to the date
of such Investment by FKE Holdings, such Affiliate of TNCL shall
have invested at least $15,000,000 in cash in TV 10 Holdings, and
shall have agreed to invest an additional $5,000,000 in cash in
TV 10 Holdings upon execution and delivery of the documents
described in subclause (B) of the immediately succeeding proviso,
but in any event, no later than 90 days after the TV 10
Transactions Effective Date, in exchange for 50% of each class of
outstanding Equity Interests in TV 10 Holdings (on a fully
diluted basis); PROVIDED FURTHER, HOWEVER, that (A) all of the
agreements, instruments and other documents evidencing or setting
forth the terms and conditions of the formation of TV 10
Holdings, the governance arrangements therefor and the
Obligations of any of the equityholders therein shall be in form
and substance reasonably satisfactory to the Lenders, (B) any
amendment, amendment and restatement, supplement or other
modification to the TV 10 Transaction Documents or any of the
other agreements, instruments or other documents described in
subclause (A) above (1) shall be delivered to the Administrative
Agent at least three Business Days prior to becoming effective
and (2) shall be on terms and conditions that, both individually
and in the aggregate, could not adversely affect Fox Kids or any
of its Subsidiaries or any of the rights or interests of the
Administrative Agent or the Lenders under or in respect of any of
the Loan Documents, and (C) the aggregate cash contributions made
to TV 10 Holdings by the equityholders therein shall be advanced
on the date of receipt thereof by TV 10 Holdings to Fox Kids
pursuant to a promissory note in the form of a Permitted
Affiliate Subordinated Note and otherwise on terms and conditions
satisfactory to the Lenders and, on the date of receipt thereof
by Fox Kids, applied (through the repayment by Fox Kids of a
portion of the subordinated note dated October 28, 1997 issued by
Fox Kids to and in favor of IFE and, immediately thereafter, the
application by IFE of the amount received from Fox Kids pursuant
to such repayment) to reduce the Commitments in accordance with,
and to the extent required under, Section 2.04(b)(iv) and to
prepay the Advances outstanding at such time in accordance with,
and to the extent required under, Section 2.05(b).".
SECTION 3. AMENDMENTS TO CERTAIN PROVISIONS OF THE CREDIT
AGREEMENT IN CONNECTION WITH THE ASIAN TELEVISION TRANSACTIONS. The Credit
Agreement is, upon the occurrence of the Asian Television Transactions Effective
Date (as hereinafter defined), hereby amended to read as follows:
(a) The definition of "RELATED DOCUMENTS" set forth in Section
1.01 of the Credit Agreement is hereby amended by inserting at the end
thereof the phrase "and the Asian Television Transactions Documents".
(b) Section 1.01 of the Credit Agreement is hereby amended by
inserting the following new definitions in their appropriate
alphabetical order:
"ASIAN TELEVISION TRANSACTIONS DOCUMENTS" means (a) the
Agreement dated as of December 1, 1998 among IFE, Asia Television
Advertising, L.L.C. and Asian Television & Communications
International, LLC, (b) the Promissory Note dated as of December
1, 1998 issued by Asia Television Advertising, L.L.C. in favor of
IFE in the principal amount of $300,000 and (c) each of the other
instruments, agreements or documents (other than correspondence)
setting forth the terms of the Asian Television Transactions (as
defined in Amendment No. 4 to the Loan Documents), in each case,
as such Agreement, Promissory Note or other instrument, agreement
or document may be amended, supplemented or otherwise modified
from time to time in accordance with the terms thereof, but to
the extent permitted under the terms of the Loan Documents.
(c) Section 5.02(d) of the Credit Agreement is hereby amended (i)
by deleting the word "and" at the end of clause (ix) thereof, (ii) by
deleting the punctuation "." at the end of clause (x) thereof and by
substituting therefor the new language "; and" and (iii) by adding the
following new clause (xi) thereto:
"(xii) IFE may transfer 80% of the outstanding Equity
Interests in Asia Television Advertising, LLC to Asia Television
Advertising, LLC in exchange for (A) a promissory note to be
issued by Asia Television Advertising, LLC to IFE in an aggregate
principal amount of at least $300,000 and (B) the release of IFE
from all of its ongoing Obligations to Asia Television
Advertising, LLC.".
(d) Section 5.02(e) of the Credit Agreement is hereby amended by
deleting the phrase "in accordance with clause (vii), (viii) or (ix) of
Section 5.02(d)" in clause (viii) thereof and by substituting therefor
the new phrase "in accordance with clause (vii), (viii), (ix) or (xii)
of Section 5.02(d)".
SECTION 4. AMENDMENTS TO CERTAIN PROVISIONS OF THE FOX KIDS
GUARANTEE. (a) Section 6(aa) of the Fox Kids Guarantee is, upon the occurrence
of the TV 10 Transactions Effective Date, hereby amended by inserting after the
phrase "on the Effective Date" in the second line thereof the new phrase "or on
the TV 10 Transactions Effective Date, as the case may be,".
(b) Section 8(d)(iii) of the Fox Kids Guarantee is, upon the
occurrence of the Foreign Subsidiaries Reorganization Effective Date, hereby
amended by inserting at the end thereof the following new language:
"or, solely in the case of the FBC Subordinated Notes Documents,
the NAHI Subordinated Notes Documents or the Permitted Affiliate
Subordinated Notes, as, either individually or in the aggregate,
could not adversely affect Fox Kids or any of its Subsidiaries or
any of the rights or interests of the Administrative Agent or the
Lenders in any manner".
SECTION 5. AMENDMENT OF THE FORM OF INTERCOMPANY NOTES. The Form
of Intercompany Note attached to the Credit Agreement as Exhibit H-1 is, upon
the occurrence of the Foreign Subsidiaries Reorganization Effective Date, hereby
amended by amending and restating clause (c) of the second full paragraph on
page 5 of the Form of Intercompany Note in its entirety to read as follows:
"(c) Permit the terms of any of the Subordinated Indebtedness to
be amended, waived, supplemented or otherwise modified in such manner
as, either individually or in the aggregate with the "SUBORDINATED
INDEBTEDNESS" under all other Intercompany Notes, could adversely affect
Fox Kids or any of its Subsidiaries or any of the rights or interests of
the
Administrative Agent or the Lenders under or in respect of this
Intercompany Note or any of the Loan Documents in any manner.".
SECTION 6. AMENDMENT AND AFFIRMATION OF INTERCOMPANY NOTES. Each
of the Borrowers hereby agrees that each outstanding Intercompany Note to which
such Borrower is a party, whether as issuer or holder thereof, is amended in the
same manner as set forth in Section 5 and hereby also agrees that each such
Intercompany Note, as so amended, is hereby ratified and confirmed in all
respects.
SECTION 7. AMENDMENT OF THE PERMITTED AFFILIATE SUBORDINATED
NOTES. The Form of Permitted Affiliate Subordinated Note attached to the Credit
Agreement as Exhibit H-2 is, upon the occurrence of the Foreign Subsidiaries
Reorganization Effective Date, hereby amended by amending and restating clause
(c) on page 6 of the Form of Permitted Affiliate Subordinated Note in its
entirety to read as follows:
"(c) Permit the terms of any of the Subordinated Indebtedness to
be amended, waived, supplemented or otherwise modified in such manner
as, either individually or in the aggregate with the "SUBORDINATED
INDEBTEDNESS" under all other Permitted Affiliate Subordinated Notes,
could adversely affect Fox Kids or any of its Subsidiaries or any of the
rights or interests of the Senior Representative or any of the other
Senior Creditors under this Subordinated Note, any of the Loan
Documents, any of the Indentures or any of the other agreements,
instruments or other documents evidencing or otherwise setting forth the
terms of any of the Senior Indebtedness.".
SECTION 8. CONSENT TO AMENDMENT OF OUTSTANDING PERMITTED
AFFILIATE SUBORDINATED NOTES. The Required Lenders hereby consent to the
amendment of any Permitted Affiliate Subordinated Note in any manner as, either
individually or in the aggregate with the "SUBORDINATED INDEBTEDNESS" under all
other Permitted Affiliate Subordinated Notes, could not adversely affect Fox
Kids or any of its Subsidiaries or any of the rights or interests of the
Administrative Agent or any of the Lenders under or in respect of such Permitted
Affiliate Subordinated Note or any of the Loan Documents in any manner.
SECTION 9. WAIVERS OF CERTAIN PROVISIONS OF AND CONSENTS UNDER
THE CREDIT AGREEMENT AND THE PLEDGE AND ASSIGNMENT AGREEMENT. (a) Each of the
Lenders and the Agents hereby agree, on and as of the Foreign Subsidiaries
Reorganization Effective Date, but solely in connection with the consummation of
the Foreign Subsidiaries Reorganization, to waive:
(i) the provisions of Section 5.02(e)(xii)(3) of the Credit
Agreement that a Responsible Officer of Saban certify that the
requirements of such subclause (xii)(3) have been satisfied at the time
of the Investments made in the Reorganized Foreign Subsidiaries as part
of the Foreign Subsidiaries Reorganization (although all of the other
requirements of Section 5.02(e)(xii)(3) of the Credit Agreement shall be
complied with in accordance with its terms); and
(ii) the requirements of Section 5.02(j) of the Credit Agreement
applicable to (and the related provisions of Section 1(a)(ii) of the
Pledge and Assignment Agreement applicable to the Equity Interests in)
Saban International, B.V. directly owned by Saban prior to the
consummation of the Foreign Subsidiaries Reorganization, so long as the
Foreign Subsidiaries Reorganization is consummated within ten Business
Days after the Foreign Subsidiaries Reorganization Effective Date.
In addition, each of the Lenders and the Agents hereby consent, on and as of the
later of (A) the Foreign Subsidiaries Reorganization Effective Date and (B) the
date of consummation of the Foreign Subsidiaries Reorganization, to the release
of the lien and security interest of the Secured Parties in (1) the Equity
Interests in the Reorganized Foreign Subsidiaries comprising part of the
Collateral and (2) the
Reorganized Foreign Subsidiaries Intercompany Notes comprising part of the
Collateral, in each case, in accordance with the terms of Section 23(a) of
the Pledge and Assignment Agreement (and any similar provisions of any of
the other Collateral Documents).
(b) Each of the Lenders and the Agents hereby consent, on and as
of the later of (i) the TV 10 Transactions Effective Date and (ii) the date of
contribution of all of the Equity Interests in TV 10 to TV 10 Holdings as part
of the TV 10 Transactions, to the release of the lien and security interest of
the Secured Parties in the Equity Interests in TV 10 comprising part of the
Collateral in accordance with the terms of Section 23(a) of the Pledge and
Assignment Agreement (and any similar provisions of any of the other Collateral
Documents).
(c) Each of the Lenders and the Agents hereby agree, on and as of
the TV 10 Transactions Effective Date, but solely in connection with the TV 10
Transactions, to waive the provisions of the Fox Kids Subordinated Note that
prohibit or restrict the ability of Fox Kids to pay or otherwise satisfy its
Obligations to IFE thereunder prior to the payment in full of the Senior
Indebtedness (as defined therein).
(d) Each of the Lenders and the Agents hereby consent, on and as
of the later of (i) the Asian Television Transactions Effective Date and (ii)
the date of the disposition of 80% of the outstanding Equity Interests in ATA by
IFE as part of the Asian Television Transactions, to the release of the lien and
security interest of the Secured Parties in the Equity Interests in ATA
comprising part of the Collateral in accordance with the terms of Section 23(a)
of the Pledge and Assignment Agreement (and any similar provisions of any of the
other Collateral Documents).
SECTION 10. CONDITIONS OF EFFECTIVENESS TO THIS AMENDMENT AND
WAIVER. (a) Sections 2, 4(a) , 9(b) and 9(c) of this Amendment and Waiver shall
become effective on the first date (the "TV 10 TRANSACTIONS EFFECTIVE DATE") on
which, and only if, each of the following conditions precedent shall have been
satisfied:
(i) The Administrative Agent shall have received (A) counterparts
of this Amendment and Waiver 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 Lender has executed
this Amendment and Waiver and (ii) the Consent attached hereto executed
by each of the Loan Parties (other than Holdings, Fox Kids and the
Borrowers).
(ii) The Required Lenders shall be reasonably satisfied with any
and all additions, or amendments, supplements or other modifications, to
the documents, instruments and agreements setting forth the terms and
conditions of the TV 10 Transactions from those documents, instruments
and agreements delivered to the Lenders at least two Business Days prior
to the date of this Amendment and Waiver. The outstanding Equity
Interests in TV 10 transferred to TV 10 Holdings in connection with the
TV 10 Transactions shall, at the time of such transfer, have a Fair
Market Value, as set forth in an officer's certificate of FKE Holdings,
of $40,000,000; PROVIDED, HOWEVER, that in determining such Fair Market
Value, FKE shall not be required to comply with the provisos to the
definition of "FAIR MARKET VALUE" set forth in Section 1.01 of the
Credit Agreement. Fox Kids shall have received at least $15,000,000 in
Net Cash Proceeds from TV 10 Holdings as a subordinated loan and shall
have applied the Net Cash Proceeds from such subordinated loan to the
permanent prepayment of the Fox Kids Subordinated Note and, immediately
thereafter, IFE shall have applied the Net Cash Proceeds received from
Fox Kids in satisfaction of a portion of the Fox Kids Subordinated Note
to the reduction of the Term Commitments in accordance with Section 2.04
of the Credit Agreement, and to the corresponding prepayment of the Term
Advances outstanding at such time in accordance with Section 2.05 of the
Credit Agreement. FKE Holdings shall have taken all actions that may be
necessary or that the Administrative Agent may reasonably deem desirable
in order to perfect
and protect the lien and security interest of the Administrative Agent,
on behalf of the Secured Parties, in all of the Equity Interests in TV
10 Holdings owned or otherwise held by FKE Holdings, after giving
effect to consummation of the TV 10 Transactions (including, without
limitation, delivery to the Administrative Agent of any certificates or
other documents evidencing such Equity Interests and execution of a
substitute membership agreement).
(iii) All of the Governmental Authorizations, and all of the
consents, approvals and authorizations of, notices and filings to or
with, and other actions by, any other Person necessary in connection
with any aspect of the TV 10 Transaction or any of the other
transactions contemplated thereby shall have been obtained (without the
imposition of any conditions that are not reasonably acceptable to the
Required Lenders) and shall remain in full force and effect; all
applicable waiting periods shall have expired without any action being
taken by any competent authority; and no Requirement of Law shall be
applicable in the reasonable judgment of the Required Lenders that
restrains, prevents or imposes materially adverse conditions upon any
aspect of the TV 10 Transactions or any of the other transactions
contemplated thereby. Each aspect of the TV 10 Transactions shall have
been consummated or shall be consummated on or prior to the TV 10
Transactions Effective Date in compliance with all applicable
Requirements of Law.
(iv) 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 TV 10 Transactions Effective Date,
before and after giving effect to this Amendment and Waiver and the TV
10 Transactions, as though made on and as of such date (except for any
such representation and warranty that, by its terms, refers to a
specific date other than the TV 10 Transactions Effective Date, in which
case as of such specific date).
(v) No event shall have occurred and be continuing, or shall
result from the effectiveness of this Amendment and Waiver or the TV 10
Transactions, that constitutes a Default.
(vi) 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.
(b) Section 3 and Section 9(d) of this Amendment and Waiver shall
become effective on the first date (the "ASIAN TELEVISION TRANSACTIONS EFFECTIVE
DATE") on which, and only if, each of the following conditions precedent shall
have been satisfied:
(i) The Administrative Agent shall have received (A) counterparts
of this Amendment and Waiver 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 Lender has executed
this Amendment and Waiver and (ii) the Consent attached hereto executed
by each of the Loan Parties (other than Holdings, Fox Kids and the
Borrowers).
(ii) The Required Lenders shall be reasonably satisfied with any
and all additions, or amendments, supplements or other modifications, to
the documents, instruments and agreements setting forth the terms and
conditions of the Asian Television Transactions from those documents,
instruments and agreements delivered to the Lenders at least two
Business Days prior to the date of this Amendment and Waiver. IFE shall
have received a promissory note from ATA in an initial principal amount
of at least $300,000 and shall have been released from all of its
Obligations under and in respect of the documentation evidencing IFE's
Investment in ATA.
(iii) All of the Governmental Authorizations, and all of the
consents, approvals and authorizations of, notices and filings to or
with, and other actions by, any other Person necessary in connection
with any aspect of the Asian Television Transactions or any of the other
transactions contemplated thereby shall have been obtained (without the
imposition of any conditions that are not reasonably acceptable to the
Required Lenders) and shall remain in full force and effect; all
applicable waiting periods shall have expired without any action being
taken by any competent authority; and no Requirement of Law shall be
applicable in the reasonable judgment of the Required Lenders that
restrains, prevents or imposes materially adverse conditions upon any
aspect of the Asian Television Transactions or any of the other
transactions contemplated thereby. Each aspect of the Asian Television
Transactions shall have been consummated or shall be consummated on or
prior to the Asian Television Transactions Effective Date in compliance
with all applicable Requirements of Law.
(iv) 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 Asian Television Transactions
Effective Date, before and after giving effect to this Amendment and
Waiver and the Asian Television Transactions, as though made on and as
of such date (except for any such representation and warranty that, by
its terms, refers to a specific date other than the Asian Television
Transactions Effective Date, in which case as of such specific date).
(v) No event shall have occurred and be continuing, or shall
result from the effectiveness of this Amendment and Waiver or the Asian
Television Transactions, that constitutes a Default.
(vi) 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.
(c) Sections 1, 4(b), 5, 7 and 9(a) shall become effective on the
first date (the "FOREIGN SUBSIDIARIES REORGANIZATION EFFECTIVE DATE") on which,
and only if, each of the following conditions precedent shall have been
satisfied:
(i) The Administrative Agent shall have received (A) counterparts
of this Amendment and Waiver 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 Lender has executed
this Amendment and Waiver and (ii) the Consent attached hereto executed
by each of the Loan Parties (other than Holdings, Fox Kids and the
Borrowers).
(ii) All of the Governmental Authorizations, and all of the
consents, approvals and authorizations of, notices and filings to or
with, and other actions by, any other Person necessary in connection
with any aspect of the Foreign Subsidiaries Reorganization or any of the
other transactions contemplated thereby shall have been obtained
(without the imposition of any conditions that are not reasonably
acceptable to the Required Lenders) and shall remain in full force and
effect; all applicable waiting periods shall have expired without any
action being taken by any competent authority; and no Requirement of Law
shall be applicable in the reasonable judgment of the Required Lenders
that restrains, prevents or imposes materially adverse conditions upon
any aspect of the Foreign Subsidiaries Reorganization or any of the
other transactions contemplated thereby. Each aspect of the Foreign
Subsidiaries Reorganization shall have been consummated or shall be
consummated on or prior to the Foreign Subsidiaries Reorganization
Effective Date in compliance with all applicable Requirements of Law.
(iii) 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 Foreign
Subsidiaries Reorganization Effective Date, before and after giving
effect to this Amendment and Waiver and the Foreign Subsidiaries
Reorganization Effective Date, as though made on and as of such date
(except for any such representation and warranty that, by its terms,
refers to a specific date other than the Foreign Subsidiaries
Reorganization Effective Date, in which case as of such specific date).
(iv) No event shall have occurred and be continuing, or shall
result from the effectiveness of this Amendment and Waiver or the
Foreign Subsidiaries Reorganization, that constitutes a Default.
(v) 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 effectiveness of this Amendment and Waiver is further conditioned upon the
accuracy of all of the factual matters described herein. This Amendment and
Waiver is subject to the provisions of Section 9.01 of the Credit Agreement.
SECTION 11. REFERENCE TO AND EFFECT ON THE LOAN DOCUMENTS. (a) On
and after the Foreign Subsidiaries Reorganization Effective Date, (i) 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 and
otherwise modified by this Amendment and Waiver, (ii) each reference in the Fox
Kids Subordinated Note to "THIS NOTE", "HEREUNDER", "HEREOF" or words of like
import referring to the Fox Kids Subordinated Note, and each reference in each
of the other Loan Documents to "THE PERMITTED AFFILIATE SUBORDINATED NOTES",
"THEREUNDER", "THEREOF" or words of like import referring to the Fox Kids
Subordinated Note, shall mean and be a reference to the Fox Kids Subordinated
Note, as amended and otherwise modified by this Amendment and Waiver, and (iii)
each reference in any of the Reorganized Foreign Subsidiaries Intercompany Notes
to "THIS NOTE", "HEREUNDER", "HEREOF" or words of like import referring to such
Reorganized Foreign Subsidiaries Intercompany Note, and each reference in each
of the other Loan Documents to "THE INTERCOMPANY NOTES", "THEREUNDER", "THEREOF"
or words of like import referring to any of the Reorganized Foreign Subsidiaries
Intercompany Notes, shall mean and be a reference to such Reorganized Foreign
Subsidiaries Intercompany Note, as amended and otherwise modified by this
Amendment and Waiver.
(b) The Credit Agreement, the Notes and each of the other Loan
Documents, as amended, supplemented and otherwise modified by the amendments,
supplements, waivers and affirmations specifically provided above in Sections 1
through 11, 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, each of 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 and otherwise
modified in accordance with this Amendment and Waiver.
(c) The execution, delivery and effectiveness of this Amendment
and Waiver shall not, except as expressly provided herein, operate as a waiver
of any right, power or remedy of any of the Secured Parties or the
Administrative Agent under any of the Loan Documents, nor constitute a waiver of
any provision of any of the Loan Documents.
SECTION 12. COSTS AND EXPENSES. Each of the Borrowers hereby
severally agrees to pay, upon demand, all of the reasonably and properly
documented costs and expenses of the Administrative Agent (including, without
limitation, the reasonable fees and expenses of counsel for the Administrative
Agent) in connection with the preparation, execution, delivery, administration,
modification and amendment of this Amendment and Waiver and all of the
instruments, agreements and other documents delivered or to be delivered in
connection herewith, all in accordance with the terms of Section 9.05 of the
Credit Agreement.
SECTION 13. EXECUTION IN COUNTERPARTS. This Amendment and Waiver
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
Amendment and Waiver by telecopier shall be effective as delivery of a manually
executed counterpart of this Amendment and Waiver.
SECTION 14. GOVERNING LAW. This Amendment and Waiver 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.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment
and Waiver to be executed by their respective officers, thereunto duly
authorized, as of the date first written above.
THE LOAN PARTIES
FCN HOLDING, INC.
By /S/ XXX XXXXX
-----------------------
Name: Xxx Xxxxx
Title:
INTERNATIONAL FAMILY
ENTERTAINMENT, INC.
By /S/ XXX XXXXX
----------------------
Name: Xxx Xxxxx
Title:
SABAN ENTERTAINMENT, INC.
By /S/ XXXX XXXXXX
---------------------
Name: Xxxx Xxxxxx
Title:
FOX FAMILY MANAGEMENT LLC
By: Xxxx Xxxxx, as its Manager
/S/ XXXX XXXXX
-----------------------
FOX FAMILY PROPERTIES, INC.
By /S/ XXX XXXXX
----------------------
Name: Xxx Xxxxx
Title:
FOX FAMILY WORLDWIDE, INC.
By /S/ XXX XXXXX
----------------------
Name: Xxx Xxxxx
Title:
FOX KIDS HOLDINGS, LLC
By: Fox Family Worldwide, Inc.
as its Managing Member
By /S/ XXX XXXXX
----------------------
Name: Xxx Xxxxx
Title:
THE AGENTS AND THE LENDERS
CITICORP USA, INC., as Agent and as
Lender
By /S/ X. XXXX
------------------------
Name: X. Xxxx
Title: Managing Director
CITICORP SECURITIES, INC., as Agent
By /S/ X. XXXX
------------------------
Name: X. Xxxx
Title: Managing Director
BANKBOSTON, N.A., as Agent and as
Lender
By /S/ XXXXXX XXXXXXX
--------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Managing Director
THE CHASE MANHATTAN BANK, as
Lender
By
---------------------------
Name:
Title:
CHASE SECURITIES, INC., as Agent
By
---------------------------
Name:
Title:
BANK OF AMERICA NT & SA, as Lender
By /S/ XXXX XXXXXXX
---------------------------
Name: Xxxx X. Xxxxxxx
Title: Vice President
THE BANK OF NOVA SCOTIA, as Lender
By
---------------------------
Name:
Title:
FLEET BANK, N.A., as Lender
By
---------------------------
Name:
Title:
THE INDUSTRIAL BANK OF JAPAN
LIMITED, LOS ANGELES AGENCY, as
Lender
By /S/ XXXXXX XXXXXXXXXX
----------------------------
Name: Xxxxxx Xxxxxxxxxx
Title: Vice President
NATIONSBANK N.A., as Lender
By /S/ XXXX XXXXXXX
----------------------------
Name: Xxxx X. Xxxxxxx
Title: Vice President
TORONTO-DOMINION (TEXAS), INC., as
Lender
By /S/ XXXX XXXXXX
----------------------------
Name: Xxxx Xxxxxx
Title: Vice President
SOCIETE GENERALE, NEW YORK
BRANCH, as Lender
By /S/ XXXXXX XXXXXX
----------------------------
Name: Xxxxxx Xxxxxx
Title: Vice President
THE BANK OF NEW YORK, as Lender
By /S/ XXXXXXX X. XXXXXXX
-------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Assistant Vice President
BANQUE NATIONALE DE PARIS, as
Lender
By /S/ MARLEY
---------------------------
Name:
Title: Vice President
By /S/ XXXXX X. XXXXXX
---------------------------
Name: Xxxxx X. Xxxxxx
Title: Vice President
THE MITSUBISHI TRUST AND BANKING
CORPORATION, LOS ANGELES
AGENCY, as Lender
By
---------------------------
Name:
Title:
THE SUMITOMO BANK, LIMITED, as
Lender
By
---------------------------
Name:
Title:
CRESTAR BANK, as Lender
By /S/ LA XXXXX X. XXXXX
------------------------------
Name: XxXxxxx X. Xxxxx
Title: Assistant Vice President
THE DAI-ICHI KANGYO BANK, LIMITED,
as Lender
By /S/ XXXXXX XXX
------------------------------
Name: Xxxxxx Xxx
Title: Account Officer
XXXXXX GUARANTY TRUST COMPANY
OF NEW YORK, as Lender
By /S/ XXXXXXX XXXXXX
-----------------------------
Name: Xxxxxxx Xxxxxx
Title: Associate
LONG TERM CREDIT BANK OF
JAPAN, as Lender
By /S/ XXXXXX XXXXXXX
------------------------------
Name: Xxxxxx Xxxxxxx
Title: Deputy General Manager
FIRST HAWAIIAN BANK, as Lender
By /S/ XXXXXX RUETENIR
-----------------------------
Name: Xxxxxx Ruetenir
Title: C.E.O.
ISRAEL DISCOUNT BANK LIMITED, LOS
ANGELES AGENCY, as Lender
By /S/ XXXX X. XXXXXX
------------------------------
Name: Xxxx X. Xxxxxx
Title: Vice President
CONSENT
Reference is made to (a) Amendment and Waiver No. 4 dated as of
May 26, 1999 (the "AMENDMENT AND WAIVER"; capitalized terms not otherwise
defined herein being used herein as defined in the Amendment and Waiver and in
the Credit Agreement referred to therein), (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, and the Amendment and Waiver, 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, and (c) the other Loan Documents 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
(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 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 SARL 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 SARL 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 Amendment and Waiver and agrees that:
(A) each of the Subsidiaries Guarantee, the Pledge and Assignment
Agreement and the Foreign Subsidiary Pledge Agreements 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 each of the TV 10
Transactions Effective Date, the Foreign Subsidiaries Reorganization
Effective Date and the Asian Television Transactions Effective Date,
except that, (1) on and after the TV 10 Transactions Effective Date, (I)
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 Section 2 of the Amendment and Waiver, and (II)
each reference to "THE FOX KIDS GUARANTEE", "THEREUNDER", "THEREOF",
"THEREIN" or words of like import referring to the Fox Kids Guarantee
shall mean and be a reference to the Fox Kids Guarantee, as amended and
otherwise modified by Section 4(a) of the Amendment and Waiver, (2) on
and after the Foreign Subsidiaries Reorganization Effective Date, (I)
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 Section 1 of the Amendment and Waiver, and (II)
each reference to "THE FOX KIDS GUARANTEE", "THEREUNDER", "THEREOF",
"THEREIN" or words of like import referring to the Fox Kids Guarantee
shall mean and be a reference to the Fox Kids Guarantee, as amended and
otherwise modified by Section 4(b) of the Amendment and Waiver and (3)
on and after the Asian Television Transactions
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 Section 3 of the Amendment and
Waiver; and
(B) as of each of the TV 10 Transactions Effective Date, the
Foreign Subsidiaries Reorganization Effective Date and the Asian
Television Transactions Effective Date, 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.
Each of the undersigned hereby agrees that, as of the Foreign
Subsidiaries Reorganization Effective Date, each outstanding Intercompany Note
to which such Person is a party, whether as issuer or holder thereof, is amended
in the same manner as set forth in Section 5 of the Amendment and Waiver and
hereby also agrees that each such Intercompany Note, as so amended, is hereby
ratified and confirmed in all respects.
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 XXXX
------------------------------
Name:
Title: Vice President
BUGBOY PRODUCTIONS, INC.
By /S/ XXXX XXXX
------------------------------
Name:
Title: Vice President
CYBERPROD, INC.
By /S/ XXXX XXXX
------------------------------
Name:
Title: Vice President
FOX KIDS EUROPE HOLDINGS, INC.
By /S/ XXXX XXXX
------------------------------
Name:
Title: Vice President
XXXX PRODUCTIONS
By /S/ XXXX XXXX
------------------------------
Name:
Title: Vice President
FOX KIDS (LATIN AMERICA), INC.
By /S/ XXX XXXXX
------------------------------
Name:
Title:
FOX KIDS EUROPE LIMITED
By
------------------------------
Name:
Title: Vice 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:
Title:
IAN PRODUCTIONS, INC.
By /S/ XXXX XXXX
------------------------------
Name:
Title: Vice President
INTERPROD, INC.
By /S/ XXXX XXXX
------------------------------
Name:
Title: Vice President
KIDS ROCK, INC.
By /S/ XXXX XXXX
------------------------------
Name:
Title: Vice President
LAUREL WAY PRODUCTIONS, INC.
By /S/ XXXX XXXX
------------------------------
Name:
Title: Vice President
MMPR PRODUCTIONS, INC.
By /S/ XXXX XXXX
------------------------------
Name:
Title: Vice President
FOX KIDS NETWORKS-EUROPE, INC.
By /S/ XXXX XXXX
------------------------------
Name:
Title: Vice President
POCKET PRODUCTIONS, INC.
By /S/ XXXX XXXX
------------------------------
Name:
Title: Vice President
SABAN DOMESTIC SERVICES, INC.
By /S/ XXXX XXXX
------------------------------
Name:
Title: Vice President
SABAN FOODS, INC.
By /S/ XXXX XXXX
------------------------------
Name:
Title: Vice President
SABAN INTERNATIONAL SERVICES, INC.
By /S/ XXXX XXXX
------------------------------
Name:
Title: Vice President
SABAN MERCHANDISING, INC.
By /S/ XXXX XXXX
------------------------------
Name:
Title: Vice President
SABAN/SCHERICK PRODUCTIONS, INC.
By /S/ XXXX XXXX
------------------------------
Name:
Title: Vice President
SANDSCAPE, INC.
By /S/ XXXX XXXX
------------------------------
Name:
Title: Vice President
TEEN DREAM PRODUCTIONS, INC.
By /S/ XXXX XXXX
------------------------------
Name:
Title: Vice President
MELVILLE PRODUCTIONS, INC.
By /S/ XXXX XXXX
------------------------------
Name:
Title: Vice President
FCNH SUB, INC.
By /S/ XXX XXXXX
------------------------------
Name:
Title:
FOX CHILDREN'S PRODUCTIONS, INC.
By /S/ XXX XXXXX
------------------------------
Name:
Title:
FOX CHILDREN'S NETWORK, INC.
By /S/ XXX XXXXX
------------------------------
Name:
Title:
STORYMAKERS, INC.
By /S/ XXX XXXXX
------------------------------
Name:
Title:
FOX KID'S MUSIC, INC.
By /S/ XXX XXXXX
------------------------------
Name:
Title:
FOX CHILDREN'S MUSIC, INC.
By /S/ XXX XXXXX
------------------------------
Name:
Title:
APOLLO PRODUCTIONS, INC.
By /S/ XXX XXXXX
------------------------------
Name:
Title:
BLANKET SHOW PRODUCTIONS, INC.
By /S/ XXX XXXXX
------------------------------
Name:
Title:
CAPE PRODUCTIONS, INC.
By /S/ XXX XXXXX
------------------------------
Name:
Title:
COMPANY SIX, LTD.
By /S/ XXX XXXXX
------------------------------
Name:
Title:
DITCHDIGGERS PRODUCTIONS, INC.
By /S/ XXX XXXXX
------------------------------
Name:
Title:
EARTH PRODUCTIONS, INC.
By /S/ XXX XXXXX
------------------------------
Name:
Title:
FAMILY CHALLENGE PRODUCTIONS,
INC.
By /S/ XXX XXXXX
------------------------------
Name:
Title:
FAMILY CHANNEL PICTURES, INC.
By /S/ XXX XXXXX
------------------------------
Name:
Title:
FAMILY DEVELOPMENT CORP.
By /S/ XXX XXXXX
------------------------------
Name:
Title:
FAMILY GAME SHOWS, INC.
By /S/ XXX XXXXX
------------------------------
Name:
Title:
GAME TV, INC.
By /S/ XXX XXXXX
------------------------------
Name:
Title:
XXXXXXX ACQUISITION CORP.
By /S/ XXX XXXXX
------------------------------
Name:
Title:
GOOD NEWS PRODUCTIONS, INC.
By /S/ XXX XXXXX
------------------------------
Name:
Title:
HOME PRODUCTIONS, INC.
By /S/ XXX XXXXX
------------------------------
Name:
Title:
IFE CHINA, INC.
By /S/ XXX XXXXX
------------------------------
Name:
Title:
IFE DIRECT MARKETING, INC.
By /S/ XXX XXXXX
------------------------------
Name:
Title:
IFE JAKE ACQUISITION CORP.
By /S/ XXX XXXXX
------------------------------
Name:
Title:
IFE LATIN AMERICA, INC.
By /S/ XXX XXXXX
------------------------------
Name:
Title:
KIPPER PRODUCTIONS, INC.
By /S/ XXX XXXXX
------------------------------
Name:
Title:
LYNNHAVEN ACQUISITION CORP.
By /S/ XXX XXXXX
------------------------------
Name:
Title:
MELODY TO MELODY, INC.
By /S/ XXX XXXXX
------------------------------
Name:
Title:
MIMSEY MUSIC, INC.
By /S/ XXX XXXXX
------------------------------
Name:
Title:
MOBILINK PARTNERS, INC.
By /S/ XXX XXXXX
------------------------------
Name:
Title:
MTM ACQUISITION COMPANY, INC.
By /S/ XXX XXXXX
------------------------------
Name:
Title:
MTM CONSUMER PRODUCTS, INC.
By /S/ XXX XXXXX
------------------------------
Name:
Title:
MTM ENTERPRISES, INC.
By /S/ XXX XXXXX
------------------------------
Name:
Title:
MTM ENTERTAINMENT, INC.
By /S/ XXX XXXXX
------------------------------
Name:
Title:
MTM HOLDING COMPANY, INC.
By /S/ XXX XXXXX
------------------------------
Name:
Title:
MTM MUSIC, INC.
By /S/ XXX XXXXX
------------------------------
Name:
Title:
MUSIC TO MUSIC, INC.
By /S/ XXX XXXXX
------------------------------
Name:
Title:
PRETENDER PRODUCTIONS, INC.
By /S/ XXX XXXXX
------------------------------
Name:
Title:
QUEENS PRODUCTIONS, INC.
By /S/ XXX XXXXX
------------------------------
Name:
Title:
SPARKS PRODUCTIONS, INC.
By /S/ XXX XXXXX
------------------------------
Name:
Title:
TREASURE PRODUCTIONS, INC.
By /S/ XXX XXXXX
------------------------------
Name:
Title:
UNITED STATES FAMILY
ENTERTAINMENT, INC.
By /S/ XXX XXXXX
------------------------------
Name:
Title:
RED CHECK, INC.
By /S/ XXX XXXXX
------------------------------
Name:
Title:
PLAZA PICTURES, INC.
By /S/ XXX XXXXX
------------------------------
Name:
Title:
PAPER GARDENS, INC.
By /S/ XXX XXXXX
------------------------------
Name:
Title:
XXXXXXX PARK, INC.
By /S/ XXX XXXXX
------------------------------
Name:
Title:
APRIL PARK, INC.
By /S/ XXX XXXXX
------------------------------
Name:
Title:
FAMILY SATELLITE BROADCASTING SERVICES, INC.
By /S/ XXX XXXXX
------------------------------
Name:
Title:
F.F.P. WEST, L.L.C.
By /S/ XXX XXXXX
------------------------------
Name:
Title:
FIRST PAPER, INC.
By /S/ XXX XXXXX
------------------------------
Name:
Title:
FOX FAMILY MUSIC, L.L.C.
By /S/ XXX XXXXX
------------------------------
Name:
Title:
FOX FAMILY MUSIC, INC.
By /S/ XXXX XXXX
------------------------------
Name:
Title:
FOX FAMILY POST PRODUCTION, INC.
By /S/ XXXX XXXX
-------------------------------
Name:
Title: Vice President
FOX FAMILY POST PRODUCTION, L.L.C.
By: Xxx Xxxxx, as its Manager
/S/ XXX XXXXX
------------------------------
FOX FAMILY RECORDING ARTISTS, INC.
By /S/ XXX XXXXX
-------------------------------
Name:
Title:
HOPSCOTCH PRODUCTIONS, INC.
By /S/ XXX XXXXX
--------------------------------
Name:
Title:
MONUMENT PRODUCTIONS, INC.
By /S/ XXX XXXXX
----------------------------------
Name:
Title:
