DOMESTIC) DATED AS OF AUGUST 8, 1996 1. PARTIES: -------Fox Kids Worldwide Inc • February 20th, 1998 • Services-motion picture & video tape production • California
andFox Kids Worldwide Inc • January 26th, 1998 • Services-motion picture & video tape production • New York
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
EXHIBIT 10.31 ================================================================= =============== SECOND AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF OCTOBER 28, 1997Credit Agreement • March 25th, 1998 • Fox Kids Worldwide Inc • Services-motion picture & video tape production • New York
EXHIBIT 2.1 =================================================================== ============= SHARE TRANSFER AGREEMENT ======================================== ======================================== Draft No. 8 of 15/04/96 BETWEEN THE UNDERSIGNED...Fox Kids Worldwide Inc • January 26th, 1998 • Services-motion picture & video tape production
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...Subscription Agreement • February 14th, 2000 • Fox Family Worldwide Inc • Services-motion picture & video tape production
EXHIBIT 10.29 AMENDMENT AND WAIVER NO. 3 TO THE LOAN DOCUMENTS AMENDMENT AND WAIVER dated as of June 29, 1998 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...Credit Agreement • September 25th, 1998 • Fox Family Worldwide Inc • Services-motion picture & video tape production
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
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...Agreement and Plan of Merger • January 26th, 1998 • Fox Kids Worldwide Inc • Services-motion picture & video tape production • Delaware
LETTER AMENDMENT NO. 6Credit Agreement • February 14th, 2000 • Fox Family Worldwide Inc • Services-motion picture & video tape production • New York
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...Letter Agreement • January 26th, 1998 • Fox Kids Worldwide Inc • Services-motion picture & video tape production • California
OFOperating Agreement • January 26th, 1998 • Fox Kids Worldwide Inc • Services-motion picture & video tape production • Delaware
WHEREAS, in connection with the sale of the Class B Stock to the Purchaser hereunder, CBN and Regent University, a Virginia corporation ("Regent") have ------ entered into that certain Termination to Assignment and Assumption Agreement, dated as of...Stock Purchase Agreement • January 26th, 1998 • Fox Kids Worldwide Inc • Services-motion picture & video tape production • Delaware
RECITALSIndemnification Agreement • January 26th, 1998 • Fox Kids Worldwide Inc • Services-motion picture & video tape production • Delaware
EXHIBIT 10.39 LETTER AMENDMENT AND CONSENT NO. 8 TO THE LOAN DOCUMENTSFox Family Worldwide Inc • September 28th, 2001 • Services-motion picture & video tape production
EXHIBIT 10.25 FOURTH AMENDMENT TO LEASE ------------------------- This Fourth Amendment to Lease ("Fourth Amendment") is made and entered into as of December 18, 2000, by and between EOP 10960 WILSHIRE L.L.C., a Delaware limited liability company,...Lease • September 28th, 2001 • Fox Family Worldwide Inc • Services-motion picture & video tape production
WITNESSETHFox Family Worldwide Inc • September 28th, 2001 • Services-motion picture & video tape production
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 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...Fox Kids Worldwide Inc • January 26th, 1998 • Services-motion picture & video tape production
SUBSCRIPTION AGREEMENT 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"), and Fox Kids Europe Holdings, Inc., a California...Subscription Agreement • September 28th, 1999 • Fox Family Worldwide Inc • Services-motion picture & video tape production • California
EXHIBIT 99.3 March __, 1998 EXCHANGE AGENT AGREEMENT ------------------------ The Bank of New York Corporate Trust Trustee Administration 101 Barclay Street - 21st Floor New York, New York 10286 Ladies and Gentlemen: Fox Kids Worldwide, Inc. (the...Exchange Agent Agreement • March 12th, 1998 • Fox Kids Worldwide Inc • Services-motion picture & video tape production • New York
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 10.22 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
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,...Credit Agreement • September 28th, 1999 • Fox Family Worldwide Inc • Services-motion picture & video tape production • New York
FIRST AMENDMENTFirst Amendment • May 14th, 1999 • Fox Family Worldwide Inc • Services-motion picture & video tape production
WITNESSETHFox Family Worldwide Inc • September 28th, 2000 • 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
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
THE INDEBTEDNESS EVIDENCED BY THIS INSTRUMENT IS SUBORDINATED TO THE PRIOR PAYMENT IN FULL IN CASH OF ALL OF THE SENIOR INDEBTEDNESS (AS DEFINED BELOW) PURSUANT TO THE TERMS OF THIS SUBORDINATED NOTE AND TO THE EXTENT PROVIDED HEREIN. SUBORDINATED NOTEFox Family Worldwide Inc • September 28th, 1999 • 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....Memorandum of Agreement • January 26th, 1998 • Fox Kids Worldwide Inc • Services-motion picture & video tape production
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
CONFIDENTIAL TREATMENT REQUESTED EXHIBIT 10.52 INTERNATIONAL FAMILY ENTERTAINMENT, INC. FAMILY CHANNEL AFFILIATION AGREEMENT THIS AGREEMENT, dated as of December 28, 1989 is by and between The Family Channel, a division of International Family...Affiliation Agreement • February 20th, 1998 • Fox Kids Worldwide Inc • Services-motion picture & video tape production • Virginia
EXHIBIT 10.9 EMPLOYMENT AGREEMENT This Employment Agreement ("Agreement") is made as of February 3, 1997, between FOX KIDS WORLDWIDE L.L.C. ("FKW"), and STACY LIFTON ("Employee"). In consideration of the mutual covenants and agreements hereinafter set...Employment Agreement • September 28th, 2001 • Fox Family Worldwide Inc • Services-motion picture & video tape production • California
EXHIBIT 2.7 AMENDED AND RESTATED AGREEMENTAmended and Restated Agreement • January 26th, 1998 • Fox Kids Worldwide Inc • Services-motion picture & video tape production
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
