1
Amendment No. 1
to
Program Time Agreement
THIS AMENDMENT NO.1 to Program Time Agreement ("the Amendment") is entered into
this 11 day of June, 1997, by and between The Christian Broadcasting Network,
Inc. ("CBN") and International Family Entertainment, Inc. ("IFE").
WHEREAS, CBN and IFE entered into a certain Program Time Agreement dated as of
January 5, 1990 with respect to the carriage by The Family Channel of certain
programming produced by or on behalf of CBN (the "Program Time Agreement"); and
WHEREAS, certain ambiguities have arisen with respect to the interpretation of
the Program Time Agreement which CBN and IFE desire to clarify; and
WHEREAS, CBN and IFE desire to amend certain provisions of the Program Time
Agreement in the event that Fox Kids Worldwide, Inc. or one of its affiliates
("FKW") acquires a certain percentage of the voting securities of IFE; and
WHEREAS, terms not defined in this Amendment shall have the meanings given to
them in the Program Time Agreement;
NOW, THEREFORE, in consideration of the mutual promises herein contained and for
other good and valuable consideration, the receipt and sufficiency of which is
acknowledged, the parties hereto agree as follows:
1. Commitment to Deliver Programming. Paragraph 1 to the Program Time Agreement
is amended by the addition of the following language at the end of the
Paragraph:
"Notwithstanding any other provision herein to the contrary, for a period
of five (5) years from the Effective Date, CBN will deliver to IFE for telecast
on The Family Channel episodes of the television programming currently entitled
The 700 Club with ▇▇▇ ▇▇▇▇▇▇▇▇▇ or a similar content program hosted by ▇▇▇
▇▇▇▇▇▇▇▇▇ ("The 700 Club"), subject to ▇▇▇ ▇▇▇▇▇▇▇▇▇'▇ availability and
agreement, provided that if ▇▇▇ ▇▇▇▇▇▇▇▇▇ is not available a suitable
replacement host will be provide. The 700 Club shall be the same program as
otherwise generally distributed by CBN to broadcast stations in the United
States. The 700 Club shall be of substantially the same general content and
quality as currently delivered, and shall be at least one hour in duration (with
CBN retaining the right to program the Morning Block with either an additional
half hour of The 700 Club or another program complying with the program
standards set forth in Paragraph 1 to the Agreement), and which program shall
have a repeat schedule no more frequently than the second highest number of
repeats during the period 1990 through 1996.
2
In addition, during this five (5) year period, CBN shall not authorize or permit
the telecast of The 700 Club, or a program with similar general content, on any
cable channel in the United States other than: (i) Trinity Broadcasting Network
("TBN"), KWGN, WPCB ("Cornerstone Network"), FAMNET and World Harvest Television
("LeSea") (herein the "Other Outlets"); (ii) any other Religious Channel
delivered to less than 20 million homes; and (iii) The Family Channel; provided
that The Family Channel is delivered at least to 55 million homes according to
▇.▇. ▇▇▇▇▇▇▇. For purposes hereof, a Religious Channel shall be defined as a
cable channel that has a program content that is at least seventy-five percent
(75%) religious in nature on average across all dayparts in which it telecasts.
Nothing in this Paragraph shall preclude CBN from distributing The 700 Club
through free-to-air broadcast syndication (regardless of whether such stations
are carried on cable systems as local or distant signals), to satellite only
channels (i.e., a channel that is not simultaneously delivered to cable
subscribers), through the Other Outlets, to a Religious Channel delivered to
less than 20 million homes, or by any non-cable distribution arrangements, or
shall preclude CBN from distributing programming similar to The 700 Club on a
one airing per week basis.
2. CBN's Right to Renew. Paragraph 5(a) is amended by the deletion thereof, and
the substitution therefor of the following:
"(a) Unless sooner terminated pursuant to Section 5(b) or 5(c) hereof,
the term of this Agreement shall be fifteen (15) years, commencing on the date
hereof, and, at the end of the initial fifteen (15) year term and each
subsequent term thereafter, this Agreement shall be renewed automatically for
additional terms of five (5) years each upon the same terms and conditions,
unless CBN gives to IFE written notice of its intent not to renew this Agreement
at least thirty (30) days immediately prior to the expiration of the then
existing term of this Agreement, whereupon this Agreement shall expire and not
be renewed at the end of the term in which such notice is given. Notwithstanding
any other provisions of this Agreement to the contrary, or any provision of law,
rule or equity, this Agreement shall not be terminable or non-renewable by IFE,
and the Agreement, as such may be amended from time to time, shall inure to the
benefit of and be binding upon the parties hereto and their respective
successors and permitted assigns and all successors in interest however
occurring, whether by sale, merger, reorganization or otherwise."
3. Coordination of Telethon Schedule. Paragraph 6 to the Program Time Agreement
is amended by the addition of the following language at the end of the
Paragraph:
"CBN shall confer in good faith with IFE to schedule the January Telethon,
with CBN's decision to be final."
4. Preemption. Paragraph 8 to the Program Time Agreement is amended by the
deletion of the following language beginning in line 10 on page 8:
2
3
", and (b) for preemptions by third parties, not more than ten (10) times
per year in prime time provided that in either such case the replacement
programming shall be consistent with the CBN Programming and the Family
Channel's other programming."
and in lieu thereof, the following language shall be substituted:
", and (b) IFE shall have the right to preempt the telecasts of the CBN
Programming during the Prime Block up to five (5) times per year in its sole
discretion, provided that (i) IFE gives CBN at least 30 days prior notice of the
preemptions when and where practicable, (ii) no preemptions may occur during the
two weeks of the January Telethon, one week of the May Telethon, one week of the
Telethon in September or October, nor on Good Friday, Easter Day, Fourth of
July, Thanksgiving Day, Christmas Eve, or Christmas Day, (iii) CBN shall receive
a credit for a pro rata portion of the Monthly Fee based on the ratio that the
preempted time bears to all the Program Time during the month of the preemption,
(iv) no preemption shall be used for programming involving lobbying, political
parties or candidates for office, or for paid political broadcasts or
announcements, and (v) IFE shall be entitled to retain all revenue generated
during the preempted time. The programming telecast by any successor or
permitted assignee of CBN as provided in part (a), above, shall be consistent
with the CBN Programming and The Family Channel programming and the programming
telecast by IFE during preemptions as provided in part (b), above, shall be
consistent with The Family Channel's other programming."
5. Preemption During Daytime. A new Paragraph 19 is added to the Program Time
Agreement, and shall read as follows:
"19. Additional Time During January Telethon. CBN shall have the right to
preempt The Family Channel programming in the 11:30 am to 12 noon time slot for
two weeks, Monday through Friday, during CBN's January Telethon, and for one
week Monday through Friday during CBN's May Telethon, solely for the purpose of
extending the telecasts of The 700 Club. CBN shall not be required to pay for
such preemptions, and shall be entitled to retain all revenue generated thereby,
provided that IFE may at its discretion preempt the CBN Programming for fifteen
(15) half hours (which may be in any increments of one to three contiguous half
hours) each year during the Morning Block, so long as such preemptions do not
occur during the two week January, one week May or one week fall Telethon, nor
on Easter Day, Good Friday, Fourth of July, Thanksgiving Day, Christmas Eve or
Christmas Day, and provided IFE gives CBN thirty (30) days advance notice of
such preemption. IFE preemptions shall not be used for programming involving
lobbying, political parties or candidates for office, or for paid political
broadcasts or announcements, nor shall more than three preemptions take place
per week. IFE shall be entitled to retain all revenue generated during its
preemption of the CBN Programming."
6. Effective Date. This Amendment shall become effective on the first to occur
of (x) Closing under that certain Stock Purchase Agreement dated of even date
herewith between Fox Kids Worldwide, Inc., a Delaware corporation ("FKW") and
CBN, (y) the purchase by FKW of all shares of IFE Class B stock owned by CBN,
and (z) the closing of that certain Agreement and
3
4
Agreement and Plan of Merger dated of even date herewith among FKW, IFE and Fox
Kids Merger Corporation. If not effective prior to the expiration or termination
of the Merger Agreement according to its terms, this Amendment shall terminate.
7. Representations and Warranties. Each Party represents and warrants to the
other that the Program Time Agreement is in full force and effect and that such
party has no knowledge of any breach by the parties thereto. Each party further
represents and warrants to the other party that it has obtained all consents and
approvals necessary to enter into this Amendment, including all necessary Board
of Director's approvals, that this Amendment is the binding obligation of the
parties and that it is enforceable according to its terms.
8. Ratification and Miscellaneous. Except as expressly amended hereby, the
Program Time Agreement shall remain in full force and effect according to
its terms, and as amended hereby, shall inure to the benefit of CBN and be
binding upon CBN and its successors and permitted assigns, and binding
upon IFE and all its successors in interest, however occurring, whether by
sale, merger, reorganization or otherwise. The term "Agreement" as used
herein and in the Program Time Agreement shall henceforth mean the Program
Time Agreement, as amended hereby.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the
day and year first above written.
The Christian Broadcasting International Family
Network, Inc. Entertainment, Inc.
by:/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ by: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
-------------------------- --------------------------
title: President title: CEO
4
