EXHIBIT 4.4 10 1/4% SENIOR DISCOUNT NOTES DUE 2007 REGISTRATION RIGHTS AGREEMENT Dated as of October 28, 1997 by and among FOX KIDS WORLDWIDE, INC., MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, CITICORP SECURITIES INC.Registration Rights Agreement • January 26th, 1998 • Fox Kids Worldwide Inc • Services-motion picture & video tape production • New York
c) Regent University, a Virginia corporation ("Regent"), has agreed to ------ sell to FKWW all of the Class B Stock owned by it, pursuant to the terms of that certain Stock Purchase Agreement, dated of even date herewith, by and between FKWW and...Merger Agreement • January 26th, 1998 • Fox Kids Worldwide Inc • Services-motion picture & video tape production • Delaware
OFOperating Agreement • January 26th, 1998 • Fox Kids Worldwide Inc • Services-motion picture & video tape production • Delaware
EXHIBIT 10.22 INDEMNIFICATION AGREEMENT This Indemnification Agreement is entered into as of this 22nd day of December, 1995 ("Agreement") by and between Fox Broadcasting Company ("FBC") and Fox Children's Network, Inc. ("FCN").Indemnification Agreement • January 26th, 1998 • Fox Kids Worldwide Inc • Services-motion picture & video tape production • California
EXHIBIT 2.7 AMENDED AND RESTATED AGREEMENTAgreement • January 26th, 1998 • Fox Kids Worldwide Inc • Services-motion picture & video tape production
GUARANTY --------Guaranty • January 26th, 1998 • Fox Kids Worldwide Inc • Services-motion picture & video tape production • Delaware
EXHIBIT 2.6 STOCK PURCHASE AGREEMENTStock Purchase Agreement • January 26th, 1998 • Fox Kids Worldwide Inc • Services-motion picture & video tape production • Delaware
andIndenture • January 26th, 1998 • Fox Kids Worldwide Inc • Services-motion picture & video tape production • New York
EXHIBIT 10.29 EXECUTED ORIGINAL FIRST AMENDMENT TO OFFICE LEASE -------------------------------Office Lease • January 26th, 1998 • Fox Kids Worldwide Inc • Services-motion picture & video tape production
EXHIBIT 10.36 MEMORANDUM OF AGREEMENT Agreement made as of January 19, 1996, between Saban Merchandising, Inc. ("Saban"), and Ventura Film Distributors, B.V. ("Ventura"), on the one hand, and Bandai America Incorporated ("Bandai"), on the other hand....Licensing Agreement • January 26th, 1998 • Fox Kids Worldwide Inc • Services-motion picture & video tape production
EXHIBIT 10.44 AGREEMENT RE REGISTRATION RIGHTS This Agreement Re Registration Rights (this "Agreement") is made and entered into as of August 1, 1997 by and among Saban Entertainment, Inc. ("SEI"), Haim Saban and each of the entities listed on...Registration Rights Agreement • January 26th, 1998 • Fox Kids Worldwide Inc • Services-motion picture & video tape production
C. In connection with the formation of the Management Company, SEI and/or its Affiliates and certain Affiliates of Guarantor are entering into related agreements, contracts, documents and instruments listed on Exhibit A hereto --------- (hereinafter...Guarantee • January 26th, 1998 • Fox Kids Worldwide Inc • Services-motion picture & video tape production
EXHIBIT 10.25 REGISTRATION AGREEMENT THIS REGISTRATION AGREEMENT (the "Agreement") is made and entered into as of December 22, 1995 by and among Saban Entertainment Inc., a Delaware corporation ("SEI"), Haim Saban ("Saban"), each of the entities...Registration Agreement • January 26th, 1998 • Fox Kids Worldwide Inc • Services-motion picture & video tape production • California
EXHIBIT 10.8 EMPLOYMENT AGREEMENT -------------------- This Employment Agreement is entered into as of the 1st day of September, 1996 by and between Fox Kids Worldwide, Inc., a Delaware corporation ("Company") and Shuki Levy ("Employee"): 1....Employment Agreement • January 26th, 1998 • Fox Kids Worldwide Inc • Services-motion picture & video tape production • California
PROGRAM: "Che Je Yu Ranger" a/k/a "Galaxy Rangers" DATE: August 21, 1992 DISTRIBUTION AGREEMENT ---------------------- THIS AGREEMENT ("Agreement") is made as of the above date between SABAN INTERNATIONAL SERVICES, INC. ("SISI") at 4000 W. Alameda...Distribution Agreement • January 26th, 1998 • Fox Kids Worldwide Inc • Services-motion picture & video tape production
AMENDMENT NO. 2 TO OPERATING AGREEMENTOperating Agreement • January 26th, 1998 • Fox Kids Worldwide Inc • Services-motion picture & video tape production
FINAL FUNDING AGREEMENT This FUNDING AGREEMENT (this "Agreement"), dated as of June 11, 1997, by and among The News Corporation Limited, a corporation organized and existing under the laws of South Australia, Australia ("TNCL"), News Publishing...Funding Agreement • January 26th, 1998 • Fox Kids Worldwide Inc • Services-motion picture & video tape production
RECITALSIndemnification Agreement • January 26th, 1998 • Fox Kids Worldwide Inc • Services-motion picture & video tape production • Delaware
EXHIBIT 2.1 =================================================================== ============= SHARE TRANSFER AGREEMENT ======================================== ======================================== Draft No. 8 of 15/04/96 BETWEEN THE UNDERSIGNED...Share Transfer Agreement • January 26th, 1998 • Fox Kids Worldwide Inc • Services-motion picture & video tape production
Payments Unpaid Name of -------------------- Principal Person Current Balance of Making Date Amount Principal Interest Note Notation ---- ------ --------- -------- ---------- --------Subordinated Promissory Note • January 26th, 1998 • Fox Kids Worldwide Inc • Services-motion picture & video tape production • New York
EXHIBIT 10.43 FIRST AMENDMENT TO THE CONTRIBUTION AND EXCHANGE AGREEMENT FIRST AMENDMENT (the "Amendment"), dated as of August 1, 1997, by and among Liberty Media Corporation, Liberty IFE, Inc. and Fox Kids Worldwide, Inc.Contribution and Exchange Agreement • January 26th, 1998 • Fox Kids Worldwide Inc • Services-motion picture & video tape production • New York
RECITALS: ---------Guaranty of Lease • January 26th, 1998 • Fox Kids Worldwide Inc • Services-motion picture & video tape production • California
2. Payment of Liquidated Damages. (a) If: (i) the Shelf ----------------------------- Registration Statement is not filed with the SEC on or prior to the 30th day after such obligation arises pursuant to Section 2(b) of the Registration Rights...Liquidated Damages Agreement • January 26th, 1998 • Fox Kids Worldwide Inc • Services-motion picture & video tape production • New York
EXHIBIT 10.20 FOX BROADCASTING COMPANY STATION AFFILIATION AGREEMENT Date Licensee Call letters-TV Station Address City, State & Zip Attention: Addressee, Title This sets forth the terms and conditions of the agreement between Fox Broadcasting Company...Station Affiliation Agreement • January 26th, 1998 • Fox Kids Worldwide Inc • Services-motion picture & video tape production • California
EXHIBIT 10.9 EMPLOYMENT AGREEMENT -------------------- This Employment Agreement is entered into as of the 1st day of June, 1994 by and between Saban Entertainment, Inc., a Delaware corporation ("Company") and Mel Woods ("Employee"): 1. ENGAGEMENT....Employment Agreement • January 26th, 1998 • Fox Kids Worldwide Inc • Services-motion picture & video tape production • California
EXHIBIT 10.27 CONTRIBUTION AND EXCHANGE AGREEMENTContribution and Exchange Agreement • January 26th, 1998 • Fox Kids Worldwide Inc • Services-motion picture & video tape production • New York
AMENDMENT NO. 1Stock Ownership Agreement • January 26th, 1998 • Fox Kids Worldwide Inc • Services-motion picture & video tape production
EXHIBIT 10.39 MAGIC MOVIE STUDIOS OF VALENCIA, LTD. PRODUCTION FACILITY AGREEMENT THIS AGREEMENT is made and entered into the 7th day of June, 1994 by and between MAGIC MOVIE STUDIOS OF VALENCIA, LTD., a California limited partnership (hereinafter...Production Facility Agreement • January 26th, 1998 • Fox Kids Worldwide Inc • Services-motion picture & video tape production
Exhibit 10.21 MERCHANDISING RIGHTS ACQUISITION AGREEMENT AGREEMENT dated as of July 1, 1990 ("Effective Date") between TWENTIETH CENTURY FOX LICENSING AND MERCHANDISING a unit of FOX INC. ("Fox") and FOX CHILDREN'S NETWORK, INC. ("Licensor").Merchandising Rights Acquisition Agreement • January 26th, 1998 • Fox Kids Worldwide Inc • Services-motion picture & video tape production • California
EXHIBIT 10.2 EMPLOYMENT ASSUMPTION AGREEMENT THIS EMPLOYMENT ASSUMPTION AGREEMENT (the "Agreement") is made and entered into as of July 31, 1997, by and among Saban Entertainment, Inc., a Delaware corporation ("Saban"), Fox Kids Worldwide, Inc., a...Employment Assumption Agreement • January 26th, 1998 • Fox Kids Worldwide Inc • Services-motion picture & video tape production • California
Exhibit 10.23 DISTRIBUTION RIGHTS ACQUISITION AGREEMENT AGREEMENT dated as of September 1, 1990 ("Effective Date") between TWENTIETH CENTURY FOX FILM CORPORATION ("Fox") and FOX CHILDREN'S NETWORK, INC. ("Licensor"). Capitalized words used herein not...Distribution Rights Acquisition Agreement • January 26th, 1998 • Fox Kids Worldwide Inc • Services-motion picture & video tape production • California
EXHIBIT 10.41 BARTER SYNDICATION AGREEMENT MEMORANDUM OF AGREEMENT, made as of January 5, 1996, between SABAN ENTERTAINMENT, INC. ("Saban"), and FOX BROADCASTING COMPANY, INC. ("Fox"). Saban and Fox hereby agree as follows: 1. Saban hereby engages Fox...Barter Syndication Agreement • January 26th, 1998 • Fox Kids Worldwide Inc • Services-motion picture & video tape production • California
EXHIBIT 2.2 AGREEMENT FOR THE PURCHASE OF FILM ASSETS ----------------------------------------- This agreement (the "Agreement") is made as of December 31, 1995 by and between VESICAL LIMITED, a corporation organized under the laws of The Commonwealth...Agreement for the Purchase of Film Assets • January 26th, 1998 • Fox Kids Worldwide Inc • Services-motion picture & video tape production
b) Issuance and Delivery of Shares. As full compensation for the ------------------------------- Financial Advisory Services, on the terms and subject to the conditions set forth in this Agreement, concurrent with the execution and delivery of this...Financial Advisory and Investment Banking Agreement • January 26th, 1998 • Fox Kids Worldwide Inc • Services-motion picture & video tape production • California
AMENDMENT NO. 1 TORegistration Agreement • January 26th, 1998 • Fox Kids Worldwide Inc • Services-motion picture & video tape production
