Initial Public Offering (IPO): Pre-Effective Amendment to Registration Statement (General Form) — Form S-1
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-1/A Amendment # 1 to Form S-1 233 1.44M
2: EX-1.1 Purchase Agreement Dated October 22, 1997 42 183K
3: EX-2.1 Share Transfer Agreement Dated April 15, 1996 12 51K
4: EX-2.2 Agreement for the Purchase of Film Assets 9 45K
5: EX-2.3 Agreement and Plan of Merger 40 198K
6: EX-2.4 Stock Purchase Agreement Dated as of June 11, 1997 20 90K
7: EX-2.5 Stock Purchase Agreement Dated as of June 11, 1997 17 80K
8: EX-2.6 Stock Purchase Agreement 17 80K
9: EX-2.7 Amended and Restated Agreement 16 68K
10: EX-3.1 Corrected and Restated Certificate 21 104K
11: EX-3.2 Amended and Restated Bylaws 22 95K
12: EX-4.1 Senior Notes Indenture 167 574K
13: EX-4.2 Senior Discount Notes Indenture 169 585K
14: EX-4.3 Senior Notes Registration Rights Agreement 37 135K
15: EX-4.4 Senior Discount Notes Registration Rights 38 142K
Agreement
16: EX-4.5 Senior Notes Liquidated Damages Agreement 5 28K
17: EX-4.6 Senior Discount Notes Liquidated Damages Agreement 5 28K
18: EX-10.1 Amended & Restated Strategic Stockholders 38 149K
Agreement
25: EX-10.12 Operating Agreement 34 146K
26: EX-10.14 Amendment No. 2 to Operating Agreement 10 45K
27: EX-10.17 Stock Ownership Agreement 11 46K
28: EX-10.18 Amendment No. 1 to Stock Ownership Agreement 5 26K
19: EX-10.2 Employment Assumption Agreement 2 22K
29: EX-10.20 Form of Fox Broadcasting Co. Station Affiliate 11 55K
Agreement
30: EX-10.21 Merchandising Rights Acquisition Agreement 12 55K
31: EX-10.22 Indemnification Agreement 6 30K
32: EX-10.23 Distribution Rights Acquisition Agreement 27 95K
33: EX-10.24 Administration Agreement 2 19K
34: EX-10.25 Registration Agreement 20 74K
35: EX-10.26 Amendment No. 1 to Registration Agreement 4 25K
36: EX-10.27 Contribution and Exchange Agreement 30 144K
37: EX-10.28 Guarantee Dated as of December 22, 1995 9 35K
38: EX-10.29 First Amendment to Lease 6 33K
20: EX-10.3 Employment Assumption Agreement 2 22K
39: EX-10.30 Guaranty of Lease 7 40K
40: EX-10.33 Funding Agreement 10 48K
41: EX-10.34 Guaranty Dated as of June 11, 1997 5 34K
42: EX-10.35 Distribution Agreement Dated August 21, 1992 20 68K
43: EX-10.36 Memorandum of Agreement 10 40K
44: EX-10.38 10960 Wilshire Boulevard Office Lease 93 410K
45: EX-10.39 Production Facility Agreement 14 57K
46: EX-10.40 Letter Agreement Dated as of January 1, 1995 3 26K
47: EX-10.41 Barter Syndication Agreement 2 19K
48: EX-10.42 Letter Agreement Dated as of September 26, 1996 22 84K
49: EX-10.43 First Amendment to the Contribution and Exchange 2 18K
Agreement
50: EX-10.44 Agreement Re Registration Rights 5 23K
51: EX-10.46 Agreement Re Transfer of LLC Interests 3 23K
52: EX-10.48 Subordinated Promissory Note 36 146K
21: EX-10.5 Form of Indemnification Agreement 10 54K
53: EX-10.54 Registration Rights Agreement 18 90K
22: EX-10.6 Employment Agreement 6 38K
23: EX-10.8 Employment Agreement 31 101K
24: EX-10.9 Employment Agreement 25 89K
54: EX-12.1 Ratio of Earnings to Fixed Charges 1 19K
55: EX-21.1 Subsidiaries of the Registrant 3 21K
56: EX-23.2 Consent of Independent Auditors 1 17K
57: EX-23.3 Consent of Independent Auditors 1 15K
58: EX-24.2 Power of Attorney 1 18K
59: EX-25.1 Statement of Eligibility - Bank of New York 10 46K
60: EX-27.1 Article 5 FDS 2 19K
EX-10.40 — Letter Agreement Dated as of January 1, 1995
EX-10.40 | 1st Page of 3 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
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EXHIBIT 10.40
[SABAN LETTERHEAD]
As of January 1, 1995
DUVEEN TRADING LTD.
c/o The Directors
24 Union Street
St. Helier
Jersey
Channel Islands
Gentlemen:
This letter when fully signed shall constitute an agreement between Duveen
Trading Ltd. ("Distributor"), and Saban International N.V. ("Owner").
1. (a) Owner hereby appoints Distributor, and Distributor hereby accepts such
appointment, as Owner's sole and exclusive distributor in the "Territory",
as hereinafter defined, of "Photoplays", as hereinafter defined, for which
and to the extent Owner owns or controls exploitation rights in the
Territory during the "Term" hereof, as hereinafter defined.
(b) "Photoplays" means all of Owner's television and motion picture
programming in which Owner has, or during the Term acquires, any
exploitation rights in the Territory, including, without limitation, all of
Owner's audiovisual and merchandising rights therein; provided, however,
that nothing in this agreement shall be deemed to transfer to Distributor
any ownership in any Photoplays or in the copyrights or trademarks therein.
From time to time during the Term, Owner shall provide Distributor with a
list of newly-produced and newly-acquired Photoplays and the exploitation
rights available therein for exercise in the Territory.
(c) Owner shall have the right to approve all marketing and promotional
materials, including artwork, formulated by Distributor or any third party
for the Photoplays. Distributor shall provide Owner, not less frequently
than each calendar quarter, with copies of Distributor's exploitation
agreements with third parties for the Photoplays.
(d) Distributors shall not use any sub-agent without the prior written
approval of Owner, which Owner may give or withhold in its sole discretion.
2. The Territory is Israel, including the West Bank and Gaza.
3. The Term commences on January 1, 1995, and ends on December 31, 1997,
subject to extension pursuant to paragraph 4 hereof. After the expiration
of the Term, Distributor's obligations and agreements under this Agreement
shall continue with respect to all exhibition agreements entered into
hereunder during the Term.
4. Owner shall have the right to extend the Term through December 31, 2000, by
giving Distributor written notice thereof not later than October 31, 1997.
5. (a) In consideration of the grant of distribution rights in Owner's
Photoplays herein during the initial three (3) year Term, Distributor shall
pay Owner the sum of Five Hundred Thousand United States Dollars (US$.
500,000), payable in full when this letter agreement is fully signed.
(b) If Owner exercises its option to extend the Term for an additional
three (3) years, in consideration of the grant of distribution rights in
Owner's Photoplays during such extended Term, Distributor shall pay Owner
the sum of Five Hundred Fifty Thousand United States Dollars (US$.
550,000), payable in full on or before January 1, 1998.
6. Distributor shall bear all costs of every kind and nature in connection
with Distributor's exercise of the distribution rights granted herein.
7. Upon expiration of this Agreement, all print, preprint, sales, and
publicity material supplied by Owner to Distributor shall be returned to
Owner or Owner's designee in the same condition as received by
Distributors, ordinary wear and tear excepted.
8. All transportation and shipping costs incurred in sending Photoplays to
Distributor will be paid by Owner unless pursuant to any exhibition
agreement which provides for materials to be accepted by the lessee thereof
on a collect basis. All transportation and shipping costs incurred in
returning Photoplays to Owner will be paid by Distributor unless pursuant
to any exhibition agreement which provides for materials to be returned at
the lessee's cost.
9. Distributor warrants and represents that Distributor shall not solicit,
offer, or enter into agreement exploiting any rights in any of the
Photoplays outside the Territory or after the Term, and Distributor shall
hold Owner harmless from and against all losses, costs, and damages of
every kind arising from Distributor's breach of this provision or any other
provision of this letter agreement.
10. Owner warrants and represents that it owns or controls, or with respect to
Photoplays produced or acquired during the Term, shall own or control, all
exploitation rights in each Photoplay as to which Owner gives Distributor
notice, and that no such Photoplay will infringe the legally redressable
rights of any third party in the Territory, and Owner shall hold
Distributor harmless from and against all losses, costs, and damages of
every kind arising from Owner's breach of this provision or any other
provision of this letter agreement.
2
11. Distributor shall take all necessary steps and pay any and all fees
necessary or required to protect the Photoplays and the materials by
copyright in the Territory. If Owner requests, Distributor shall obtain a
copyright for the Photoplays in the Territory in such name as Owner shall
designate but in no other name. If, with or without Owner's permission,
such copyrights are obtained in Distributor's name, Distributor shall hold
such copyright in trust for the benefit of Owner, or such other party as
Owner designates, and, upon expiration of the Term or upon Owner's demand,
if sooner, all rights in and to such copyright shall be conveyed without
delay to Owner or its designee, as the case may be. Distributor shall
promptly notify Owner in writing of any infringement in the Territory of
the copyright or of the trademarks used in connection with the Photoplays
and, subject to Owner's direction, shall take any and all actions in the
name of Owner, Distributor, or any other parties designated by Owner, to
prevent and restrain any such infringement. Owner or a party designated by
Owner shall own the copyright throughout the universe for all elements
added to the Photoplays by Distributor or any lessees, including, without
limitation, foreign language or subtitle elements, and adaptations.
Notwithstanding anything to the contrary set forth herein, neither
Distributor nor any of its lessees of the Photoplays shall remove or
replace any music embodied in the soundtrack of any Photoplay.
12. In the event of any breach by Owner of this Agreement, Distributor shall be
limited to its remedy at law for damages, if any, and Distributor shall not
have the right to terminate or rescind this Agreement or to in any way
enjoin, restrain, or otherwise interfere with the production, distribution,
advertising, or exploitation of the Photoplays, whether by Owner or any of
Owner's assigns or designees.
13. This letter agreement shall be governed by and construed in accordance with
the laws of the Netherlands Antilles applicable to contracts entered into
and entirely performed therein, and courts located in the Netherlands
Antilles shall have sole and exclusive jurisdiction over resolution of any
dispute arising under this letter agreement. The terms set forth in this
letter agreement constitute the entire understanding between the parties
hereto with respect to the subject matter hereof, and no waiver or
modification of the terms shall be valid unless in writing signed by the
party to be charged and only to the extent therein set forth. Distributor
may not assign any rights granted by Owner herein. All other terms shall
be in accordance with Owner's standard terms for agreements of this nature,
subject only to such changes as are agreed to in writing following good
faith negotiation.
The parties hereto acknowledge and agree to the terms and conditions set forth
above.
AGREED TO AND ACCEPTED:
[Download Table]
DUVEEN TRADING LTD. SABAN INTERNATIONAL N.V.
/s/ Signed - Illegible Signature /s/ R.A. de Meza
-------------------------------- ------------------
By By R.A. de MEZA
Its Director Its Managing Director
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Dates Referenced Herein and Documents Incorporated by Reference
| Referenced-On Page |
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This ‘S-1/A’ Filing | | Date | | First | | Last | | | Other Filings |
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| | |
| | 12/31/00 | | 2 | | | | | 10-Q |
Filed on: | | 1/26/98 |
| | 1/1/98 | | 2 |
| | 12/31/97 | | 2 |
| | 10/31/97 | | 2 |
| | 1/1/95 | | 1 | | 2 |
| List all Filings |
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