EXECUTION COPY
LETTER AMENDMENT NO. 6
Dated as of October 26, 1999
To the banks, financial institutions and other institutional lenders
(collectively, the "LENDERS") parties to the Credit Agreement referred to
below, to Citicorp USA, Inc., as administrative agent (the "ADMINISTRATIVE
AGENT") for such Lenders and the other Secured Parties referred to therein,
and to ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ (formerly known as Citicorp Securities, Inc.),
Chase Securities, Inc. and BankBoston, N.A. as Co-Arrangers for the
Facilities referred to therein.
Ladies and Gentlemen:
We refer 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, Amendment and
Waiver No. 3 to the Loan Documents dated as of June 29, 1998 and Amendment and
Waiver No. 4 to the Loan Documents dated as of May 26, 1999, 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 and you and
(b) Amendment and Waiver No. 5 dated as of October 26, 1999 to the Loan
Documents (the "AMENDMENT NO. 5"). Capitalized terms not otherwise defined in
this Letter Amendment have the same meanings as specified in the Credit
Agreement and Amendment No. 5.
In connection with the European Subsidiaries Restructuring and the FKE
Equity Offering, we hereby request that the Lenders agree to further amend the
Credit Agreement in order to permit (a) the Borrowers and the Restricted
Subsidiaries to own less than 51% of the issued and outstanding Equity Interests
in Fox Kids Europe so long as the Borrowers and the Restricted Subsidiaries own
and continue to own at least 38% of the issued and outstanding Equity Interests
in Fox Kids Europe and (b) Fox Kids SPC1, Inc., a Subsidiary of Saban created as
part of the European Subsidiaries Restructuring that is (or will be on the
Restructuring Effective Date) a Restricted Subsidiary, to sell its Voting
Interests in FKE in the FKE Equity Offering to the extent required by the
exercise of the over-allotment option therefor so long as the Net Cash Proceeds
received therefrom are applied to reduce the Commitments and to prepay the
Advances outstanding at such time in accordance with, and to the extent required
under Sections 2.04 and 2.05, respectively, of the Credit Agreement.
The Lenders have indicated their willingness to agree to amend the Credit
Agreement to permit the additional modifications described above on the terms
and conditions set forth below. Accordingly, it is hereby agreed that the Credit
Agreement is, effective upon the occurrence of the Restructuring Effective Date
and subject to the satisfaction of the conditions set forth below, amended as
follows:
(a) Section 1.01 of the Credit Agreement is amended to add immediately
following the definition of "Solvent" the following new definition:
"SPC1" means Fox Kids SPC1, Inc., a Delaware corporation and a
wholly owned Subsidiary of Saban."
(b) The definition of "CHANGE OF CONTROL" set forth in Section 1.01 of
the Credit Agreement is amended (i) to delete the word "or" at the end of
clause (f) thereof, (ii) to delete the punctuation "." at the end of clause
(g) thereof and to substitute therefor the language "; or" and (iii) to add
to the end of such definition the following new clause (h):
"(h) Holdings and its Subsidiaries shall cease directly or
indirectly to own and control legally and beneficially at least 51% of
the issued and outstanding Equity Interests in FKE."
(c) Section 5.02(b) of the Credit Agreement is amended to add the
following new proviso clause at the end of subclause (iii)(C) thereof:
"and, PROVIDED FURTHER, that all proceeds of such intercompany
Indebtedness owing to SPC1 as a result of advances made by SPC1 to IFE
pursuant to Section 5.02(f)(ix)(C) shall be (or shall have been)
applied on the date of receipt thereof 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)".
(d) Section 5.02(e) of the Credit Agreement is amended to replace the
figure "51%" with the figure "38%" in each place in which such figure
occurs in subclause (xiv) thereof.
(e) Section 5.02(f) of the Credit Agreement is amended (i) to replace
the figure "51%" with the figure "38%" in each place in which such figure
occurs in subclause (ix) thereof, (ii) to add immediately following the
language "FKE may issue and sell its ordinary shares in the FKE Equity
Offering" in the first line of subclause (ix) thereof the new language ",
and, if the underwriters of the FKE Equity Offering exercise the
over-allotment option in the FKE Equity Offering, SPC1 may sell, to the
extent required by such exercise of the over-allotment option, its Voting
Interests in FKE", (iii) to insert the new subclause reference "(i)"
immediately following the language "THIRD, all remaining Net Cash Proceeds
so received by" in subclause (ix)(C) thereof, (iv) to insert immediately
following the language "the terms of Section 5.02(b)(ii)(C)" the following
new language:
"and (ii) SPC1 shall be advanced to IFE on the terms and conditions of
an Intercompany Note and immediately applied by IFE in accordance with
the terms of Section 5.02(b)(iii)(C)", and
(v) to replace the figure "51%" with the figure "38%" in each place in
which such figure occurs in subclause (x)(C) thereof.
EX-10.2 - 2
(f) Annex A to Amendment No. 5 is, effective as of the date of this
Letter Amendment and subject to the satisfaction of the conditions set
forth below, amended and restated in its entirety to read as set forth in
Schedule I hereto.
This Letter Amendment shall become effective as of the first date on which
each of the following conditions precedent shall have been satisfied:
(a) The Administrative Agent shall have received counterparts of this
Letter Amendment executed by the Required Lenders or, as to any of the
Lenders, advice satisfactory to the Administrative Agent that such Lender
has executed this Letter Amendment, and the consent attached hereto
executed by each Loan Party (other than the Borrowers and Holdings).
(b) The Restructuring Effective Date shall have occurred.
(c) The Administrative Agent shall have received one or more
agreements, dated on or prior to the Restructuring Effective Date and in
form and substance reasonably satisfactory to the Required Lenders, duly
executed by each of the Subsidiaries (other than the Restricted
Subsidiaries) that owns or holds (or on the Restructuring Effective Date
will own or hold) Equity Interests in Fox Kids Europe, under which such
Subsidiary agrees that, if requested by the Administrative Agent, on behalf
of the Secured Parties, in connection with the exercise of their rights and
remedies under the Collateral Documents, it will sell or otherwise transfer
its Equity Interests in Fox Kids Europe to the purchaser (or purchasers),
and on the same terms and conditions as, the Equity Interests in Fox Kids
Europe comprising part of the Collateral are being sold, transferred or
otherwise disposed of at such time.
(d) 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 effective date hereof, before and after giving
effect to this Letter Amendment, as though made on and as of such date
(except that the Consolidated financial statements of each of the Borrowers
and its Subsidiaries and Fox Kids and its Subsidiaries referred to in
Sections 4.01(f), 4.01(g), 4.01(h) and 4.01(i) of the Credit Agreement,
respectively, shall be deemed to refer to the Consolidated financial
statements of each such Borrower and its Subsidiaries and Fox Kids and its
Subsidiaries most recently delivered to the Administrative Agent and the
Lenders pursuant to Sections 5.03(b) and 5.03(c) of the Credit Agreement
and Sections 7(i)(i) and 7(i)(ii) of the Fox Kids Guarantee, respectively,
on or prior to the effective date hereof and (C) that the forecasted
Consolidated financial statements of Fox Kids and its Subsidiaries referred
to in Section 4.01(j) of the Credit Agreement shall be deemed to refer to
the forecasted Consolidated financial statements of Fox Kids and its
Subsidiaries most recently delivered to the Administrative Agent and the
Lenders prior to the effective date hereof).
(e) No event shall have occurred and be continuing, or shall result
from the effectiveness of this Letter Amendment, that constitutes a
Default.
The Borrowers further agree to pay to the Administrative Agent, for the
account of each of the Lenders that has executed and delivered a counterpart of
this Letter Amendment to the Administrative Agent on or prior to November 5,
1999 (or advised the Administrative Agent in a manner satisfactory to it that
such Lender has executed this Letter Amendment on or prior to such date), an
amendment fee of 0.05% on the aggregate Commitments of such Lender, such
amendment fee to be payable on the earlier of the Offering Effective Date and
December 15, 1999.
EX-10.2 - 3
This Letter Amendment is subject to the provisions of Section 9.01 of the
Credit Agreement.
On and after the effectiveness of this Letter Amendment, 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 by this Letter Amendment.
The Credit Agreement, the Notes and each of the other Loan Documents, as
specifically amended by this Letter Amendment, 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, 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 by this Letter Amendment. The execution, delivery and
effectiveness of this Letter Amendment shall not, except as expressly provided
herein, operate as a waiver of any right, power or remedy of any Lender or any
Agent under any of the Loan Documents, nor constitute a waiver of any provision
of any of the Loan Documents.
If you agree to the terms and provisions hereof, please evidence such
agreement by executing and returning at least one counterpart of this Letter
Amendment to the attention of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & Sterling, ▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇, facsimile no. (▇▇▇) ▇▇▇-▇▇▇▇.
This Letter Amendment 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 Letter Amendment by telecopier shall be effective as
delivery of a manually executed counterpart of this Letter Amendment.
EX-10.2 - 4
This Letter Amendment 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.
Very truly yours,
FCN HOLDING, INC., as Borrower
By /S/ ▇▇▇ ▇▇▇▇▇
-----------------------------------
Name:
Title:
INTERNATIONAL FAMILY
ENTERTAINMENT, INC., as Borrower
By /S/ ▇▇▇ ▇▇▇▇▇
-----------------------------------
Name:
Title:
SABAN ENTERTAINMENT, INC., as Borrower
By /S/ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ GRUNFELD
-----------------------------------
Name: ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Secretary
FOX FAMILY MANAGEMENT, LLC
By /S/ ▇▇▇▇ ▇▇▇▇▇
-----------------------------------
▇▇▇▇ ▇▇▇▇▇, as its Manager
FOX FAMILY PROPERTIES, INC.
By /S/ ▇▇▇ ▇▇▇▇▇
-----------------------------------
Name:
Title:
EX-10.2 - 5
FOX FAMILY WORLDWIDE, INC.
By /S/ ▇▇▇ ▇▇▇▇▇
------------------------
Name:
Title:
FOX KIDS HOLDINGS, LLC
By Fox Family Worldwide, Inc.
as its Managing Member
By /S/ ▇▇▇ ▇▇▇▇▇
------------------------
Name:
Title:
EX-10.2 - 6
Agreed by each of the following Lenders as of the date first above written:
THE AGENTS AND THE LENDERS
CITICORP USA, INC., as Agent and as Lender
By /S/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice-President
▇▇▇▇▇▇▇ ▇▇▇▇▇ BARNEY INC., as Agent
By /S/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Attorney-in-Fact
BANKBOSTON, N.A., as Agent and as Lender
By /S/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Managing Director
THE CHASE MANHATTAN BANK, as Lender
By /S/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: Managing Director
CHASE SECURITIES, INC., as Agent
By /S/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Vice President
EX-10.2 - 7
BANK OF AMERICA, N.A., as Lender
By /S/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
THE BANK OF NOVA SCOTIA, as Lender
By /S/ ▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Authorized Signatory
FLEET BANK, N.A., as Lender
By /S/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Vice President
THE INDUSTRIAL BANK OF JAPAN
LIMITED, LOS ANGELES AGENCY, as Lender
By /S/ ▇▇▇▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Senior Vice President
TORONTO-DOMINION (TEXAS), INC., as Lender
By /S/ ▇▇▇▇▇ ▇▇▇▇▇▇
----------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President
SOCIETE GENERALE, NEW YORK BRANCH,
as Co-Agent and as Lender
By /S/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President
EX-10.2 - 8
THE BANK OF NEW YORK, as Lender
By /S/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: AVP
BANQUE NATIONALE DE PARIS, as Lender
By /S/ ▇▇▇▇▇ ▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President
By /S/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Vice President
THE MITSUBISHI TRUST AND BANKING
CORPORATION, LOS ANGELES AGENCY, as Lender
By /S/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Senior Vice President
THE SUMITOMO BANK, LIMITED, as Lender
By
-----------------------------------
Name:
Title:
CRESTAR BANK, as Lender
By /S/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Assistant Vice President
EX-10.2 - 9
THE DAI-ICHI KANGYO BANK, LIMITED,
as Lender
By /S/ ▇▇▇▇▇▇ ▇▇▇
-----------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇
Title: Account Officer
▇▇▇▇▇▇ GUARANTY TRUST COMPANY
OF NEW YORK, as Lender
By /S/ ▇▇▇▇▇▇▇ IMGRASSIN
-----------------------------------
Name: ▇▇▇▇▇▇▇ Imgrassin
Title: Vice President
GENERAL ELECTRIC CAPITAL CORPORATION,
as Lender
By /S/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Duly Authorized Signatory
FIRST HAWAIIAN BANK, as Lender
By
-----------------------------------
Name:
Title:
ISRAEL DISCOUNT BANK LIMITED,
LOS ANGELES AGENCY., as Lender
By /S/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
EX-10.2 - 10
CONSENT
Reference is made to (a) Letter Amendment No. 6 dated as of October 26,
1999 (the "LETTER AMENDMENT"; capitalized terms not otherwise defined herein
being used herein as defined in the Letter Amendment 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, Amendment and
Waiver No. 4 dated as of May 26, 1999, 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
▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ 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 the
following Agreements, (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
Europe Holdings, Inc. 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 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 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 Letter Amendment and agrees that:
(A) each of the Subsidiaries Guarantee, the Pledge and Assignment
Agreement, the Foreign Subsidiary Pledge Agreements and the other
Collateral Documents 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 the effective of the Letter Amendment, except that, on and
after such 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 the Letter Amendment; and
EX-10.2 - 11
(B) as of the effective date of the Letter Amendment, 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.
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.
▇▇▇▇▇ ▇▇▇▇▇ PRODUCTIONS, INC.
By /S/ ▇▇▇▇ ▇▇▇▇
---------------------------
Name: ▇▇▇▇ ▇▇▇▇
Title: Vice President
BUGBOY PRODUCTIONS, INC.
By /S/ ▇▇▇▇ ▇▇▇▇
---------------------------
Name: ▇▇▇▇ ▇▇▇▇
Title: Vice President
CYBERPROD, INC.
By /S/ ▇▇▇▇ ▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇
Title: Vice President
FOX KIDS EUROPE HOLDINGS, INC.
By /S/ ▇▇▇▇ ▇▇▇▇
---------------------------
Name: ▇▇▇▇ ▇▇▇▇
Title: Vice President
▇▇▇▇ PRODUCTIONS
By /S/ ▇▇▇▇ ▇▇▇▇
---------------------------
Name: ▇▇▇▇ ▇▇▇▇
Title: Vice President
EX-10.2 - 12
FOX KIDS (LATIN AMERICA), INC.
By /S/ ▇▇▇ ▇▇▇▇▇
---------------------------
Name: ▇▇▇ ▇▇▇▇▇
Title:
FOX KIDS WORLDWIDE, L.L.C.
By Fox Kids Holdings, LLC,
as Managing Member
By Fox Family Worldwide, Inc.,
as Managing Member
By /S/ ▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇ ▇▇▇▇▇
Title:
IAN PRODUCTIONS, INC.
By /S/ ▇▇▇▇ ▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇
Title: Vice President
INTERPROD, INC.
By /S/ ▇▇▇▇ ▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇
Title: Vice President
EX-10.2 - 13
KIDS ROCK, INC.
By /S/ ▇▇▇▇ ▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇
Title: Vice President
LAUREL WAY PRODUCTIONS, INC.
By /S/ ▇▇▇▇ ▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇
Title: Vice President
MMPR PRODUCTIONS, INC.
By /S/ ▇▇▇▇ ▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇
Title: Vice President
POCKET PRODUCTIONS, INC.
By /S/ ▇▇▇▇ ▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇
Title: Vice President
SABAN DOMESTIC SERVICES, INC.
By /S/ ▇▇▇▇ ▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇
Title: Vice President
SABAN FOODS, INC.
By /S/ ▇▇▇▇ ▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇
Title: Vice President
EX-10.2 - 14
SABAN INTERNATIONAL SERVICES, INC.
By /S/ ▇▇▇▇ ▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇
Title: Vice President
SABAN MERCHANDISING, INC.
By /S/ ▇▇▇▇ ▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇
Title: Vice President
SABAN/SCHERICK PRODUCTIONS, INC.
By /S/ ▇▇▇▇ ▇▇▇▇
---------------------------
Name: ▇▇▇▇ ▇▇▇▇
Title: Vice President
SANDSCAPE, INC.
By /S/ ▇▇▇▇ ▇▇▇▇
---------------------------
Name: ▇▇▇▇ ▇▇▇▇
Title: Vice President
TEEN DREAM PRODUCTIONS, INC.
By /S/ ▇▇▇▇ ▇▇▇▇
---------------------------
Name: ▇▇▇▇ ▇▇▇▇
Title: Vice President
MELVILLE PRODUCTIONS, INC.
By /S/ ▇▇▇▇ ▇▇▇▇
---------------------------
Name: ▇▇▇▇ ▇▇▇▇
Title: Vice President
EX-10.2 - 15
FCNH SUB, INC.
By /S/ ▇▇▇ ▇▇▇▇▇
----------------------------
Name:
Title:
FOX CHILDREN'S PRODUCTIONS, INC.
By /S/ ▇▇▇ ▇▇▇▇▇
----------------------------
Name:
Title:
FOX CHILDREN'S NETWORK, INC.
By /S/ ▇▇▇ ▇▇▇▇▇
----------------------------
Name:
Title:
STORYMAKERS, INC.
By /S/ ▇▇▇ ▇▇▇▇▇
----------------------------
Name:
Title:
FOX KID'S MUSIC, INC.
By /S/ ▇▇▇ ▇▇▇▇▇
----------------------------
Name:
Title:
FOX CHILDREN'S MUSIC, INC.
By /S/ ▇▇▇ ▇▇▇▇▇
----------------------------
Name:
Title:
EX-10.2 - 16
FAMILY CHANNEL PICTURES, INC.
By /S/ ▇▇▇ ▇▇▇▇▇
----------------------------
Name:
Title:
FAMILY DEVELOPMENT CORP.
By /S/ ▇▇▇ ▇▇▇▇▇
----------------------------
Name:
Title:
FAMILY GAME SHOWS, INC.
By /S/ ▇▇▇ ▇▇▇▇▇
----------------------------
Name:
Title:
GAME TV, INC.
By /S/ ▇▇▇ ▇▇▇▇▇
----------------------------
Name:
Title:
▇▇▇▇▇▇▇ ACQUISITION CORP.
By /S/ ▇▇▇ ▇▇▇▇▇
----------------------------
Name:
Title:
HOME PRODUCTIONS, INC.
By /S/ ▇▇▇ ▇▇▇▇▇
----------------------------
Name:
Title:
EX-10.2 - 17
IFE CHINA, INC.
By /S/ ▇▇▇ ▇▇▇▇▇
----------------------------
Name:
Title:
IFE DIRECT MARKETING, INC.
By /S/ ▇▇▇ ▇▇▇▇▇
----------------------------
Name:
Title:
IFE JAKE ACQUISITION CORP.
By /S/ ▇▇▇ ▇▇▇▇▇
----------------------------
Name:
Title:
IFE LATIN AMERICA, INC.
By /S/ ▇▇▇ ▇▇▇▇▇
----------------------------
Name:
Title:
LYNNHAVEN ACQUISITION CORP.
By /S/ ▇▇▇ ▇▇▇▇▇
----------------------------
Name:
Title:
MOBILINK PARTNERS, INC.
By /S/ ▇▇▇ ▇▇▇▇▇
----------------------------
Name:
Title:
EX-10.2 - 18
MTM ACQUISITION COMPANY, INC.
By /S/ ▇▇▇ ▇▇▇▇▇
----------------------------
Name:
Title:
MTM ENTERPRISES, INC.
By /S/ ▇▇▇ ▇▇▇▇▇
----------------------------
Name:
Title:
MTM ENTERTAINMENT, INC.
By /S/ ▇▇▇ ▇▇▇▇▇
----------------------------
Name:
Title:
MTM HOLDING COMPANY, INC.
By /S/ ▇▇▇ ▇▇▇▇▇
----------------------------
Name:
Title:
PRETENDER PRODUCTIONS, INC.
By /S/ ▇▇▇ ▇▇▇▇▇
----------------------------
Name:
Title:
UNITED STATES FAMILY
ENTERTAINMENT, INC.
By /S/ ▇▇▇ ▇▇▇▇▇
----------------------------
Name:
Title:
EX-10.2 - 19
RED CHECK, INC.
By /S/ ▇▇▇ ▇▇▇▇▇
----------------------------
Name:
Title:
PLAZA PICTURES, INC.
By /S/ ▇▇▇ ▇▇▇▇▇
----------------------------
Name:
Title:
PAPER GARDENS, INC.
By /S/ ▇▇▇ ▇▇▇▇▇
----------------------------
Name:
Title:
▇▇▇▇▇▇▇ PARK, INC.
By /S/ ▇▇▇ ▇▇▇▇▇
----------------------------
Name:
Title:
APRIL PARK, INC.
By /S/ ▇▇▇ ▇▇▇▇▇
----------------------------
Name:
Title:
FAMILY SATELLITE BROADCASTING
SERVICES, INC.
By /S/ ▇▇▇ ▇▇▇▇▇
----------------------------
Name:
Title:
EX-10.2 - 20
F.F.P. WEST, L.L.C.
By ▇▇▇ ▇▇▇▇▇, as its Manager
/S/ ▇▇▇ ▇▇▇▇▇
-------------------------
FIRST PAPER, INC.
By /S/ ▇▇▇ ▇▇▇▇▇
----------------------------
Name: ▇▇▇ ▇▇▇▇▇
Title: President
FOX FAMILY MUSIC, L.L.C.
By ▇▇▇ ▇▇▇▇▇, as its Manager
/S/ ▇▇▇ ▇▇▇▇▇
--------------------------
FOX FAMILY MUSIC, INC.
By /S/ ▇▇▇▇ ▇▇▇▇
-----------------------------
Name: ▇▇▇▇ ▇▇▇▇
Title: Vice President
FOX FAMILY POST PRODUCTION, INC.
By /S/ ▇▇▇▇ ▇▇▇▇
-----------------------------
Name: ▇▇▇▇ ▇▇▇▇
Title: Vice President
FOX FAMILY POST PRODUCTION, L.L.C.
By ▇▇▇ ▇▇▇▇▇, as its Manager
/S/ ▇▇▇ ▇▇▇▇▇
--------------------------
EX-10.2 - 21
FOX FAMILY RECORDING ARTISTS, INC.
By /S/ ▇▇▇ ▇▇▇▇▇
----------------------------
Name:
Title:
HOPSCOTCH PRODUCTIONS, INC.
By /S/ ▇▇▇ ▇▇▇▇▇
----------------------------
Name:
Title:
MONUMENT PRODUCTIONS, INC.
By /S/ ▇▇▇ ▇▇▇▇▇
----------------------------
Name:
Title:
KID GUMBO PRODUCTIONS, INC.
By /S/ ▇▇▇ ▇▇▇▇▇
----------------------------
Name:
Title:
EX-10.2 - 22
FOX KIDS TOURING, L.L.C.
By ▇▇▇ ▇▇▇▇▇, as its Manager
/S/ ▇▇▇ ▇▇▇▇▇
---------------------------
▇▇▇▇▇▇▇.▇▇▇, INC.
By /S/ ▇▇▇ ▇▇▇▇▇
----------------------------
Name:
Title:
EX-10.2 - 23
FOX LATIN PRODUCTIONS, INC.
By /S/ ▇▇▇ ▇▇▇▇▇
----------------------------
Name:
Title:
CABLE HEALTH TV, INC.
By /S/ ▇▇▇ ▇▇▇▇▇
----------------------------
Name:
Title:
FOX KIDS EUROPE LIMITED
By
Name:
Title:
FOX KIDS SPC1, INC.
By /S/ ▇▇▇▇ ▇▇▇▇
-----------------------------
Name: ▇▇▇▇ ▇▇▇▇
Title: Vice President
FOX KIDS SPC2, INC.
By /S/ ▇▇▇▇ ▇▇▇▇
-----------------------------
Name: ▇▇▇▇ ▇▇▇▇
Title: Vice President
EX-10.2 - 24
