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Abc Family Worldwide Inc – IPO: ‘S-1/A’ on 1/26/98 – EX-10.26

As of:  Monday, 1/26/98   ·   Accession #:  944209-98-166   ·   File #:  333-12995

Previous ‘S-1’:  ‘S-1’ on 9/27/96   ·   Next & Latest:  ‘S-1/A’ on 2/20/98

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 1/26/98  Abc Family Worldwide Inc          S-1/A                 60:3.7M                                   RR Donelley Financial/FA

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-10.26   —   Amendment No. 1 to Registration Agreement
Exhibit Table of Contents

Page (sequential) | (alphabetic) Top
 
11st Page   -   Filing Submission
"Agreement
4SEI Stockholders
EX-10.261st Page of 4TOCTopPreviousNextBottomJust 1st
 

Exhibit 10.26 AMENDMENT NO. 1 TO REGISTRATION AGREEMENT This Amendment No. 1 to Registration Agreement (the "Amendment") is made and entered into as of September 27, 1996, by and among Saban Entertainment, Inc., a Delaware close corporation ("SEI"), Haim Saban ("Saban"), each of the entities listed on Schedule "A" hereto (the "SEI Entities" and, with Saban, the "SEI Stockholders"), Fox Broadcasting Company, a Delaware corporation ("FBC," and, together with the SEI Stockholders, the "Shareholders"), FCN Holding, Inc., a Delaware close corporation ("FCNH") and Allen & Company Incorporated, a New York corporation ("Allen"). R E C I T A L S - - - - - - - - A. SEI, the Shareholders and FCNH are parties to that certain Registration Agreement, dated as of December 22, 1995 as amended by this Amendment, (the "Agreement"). All terms defined in the Agreement which are not defined in this Amendment shall have the same meanings when used in this Amendment. B. Pursuant to a letter agreement, dated as of September 26, 1996, but effective as of April 3, 1996 (the "Allen Agreement") between FCNH and Allen, FCNH has, concurrently with the execution and delivery of this Amendment, issued and sold to Allen 16 16/99 shares (the "Allen Shares") of the Common Stock, without par value, of FCNH. C. The parties desire to amend the Agreement in order, inter alia, to ----- ---- provide for the manner in which the Allen Shares are to be treated pursuant to the provisions of the Agreement. A G R E E M E N T - - - - - - - - - NOW, THEREFORE, in consideration of the foregoing facts, and the mutual covenants and agreements contained herein, the parties hereto agree as follows: EXHIBIT B ---------
EX-10.262nd Page of 4TOC1stPreviousNextBottomJust 2nd
1. Definitions. All references in the Agreement to a "Shareholder" or the ----------- "Shareholders" shall include Allen; and all references in the Agreement to "Registerable Stock" shall include the Allen Shares, and any Securities issued or issuable with respect to the Allen Shares. 2. Required Registrations. Paragraph 2(b) of the Agreement is amended by ---------------------- removing the brackets which surround the number 15 in the eighth line of the Paragraph. 3. Paragraphs 2(e) and 4(b). Each of Paragraphs 2(e) and 4(b) of the ------------------------ Agreement are amended by inserting on the fifth line thereof, immediately following the phrase "...(including the Registrable Stock) may...", the following: ", subsequent to the second anniversary of this Agreement," 4. Agreement of Allen. The Agreement is amended by adding thereto the ------------------ following Paragraph 16: "16. Agreement of Allen. By executing Amendment No. 1 to the ------------------ Agreement, Allen agrees to be bound by all of the provisions of the Agreement, including, without limitation, any provision included therein applicable to the Allen Shares, or Allen as a "Shareholder" or "party" to the Agreement. 5. Effective Date of Amendment. While this Amendment has been executed --------------------------- as of its date, it shall be deemed to be effective as of April 3, 1996. 6. Effect of Amendment. Except as expressly modified herein, all terms ------------------- of the Agreement remain in full force and effect. IN WITNESS WHEREOF, the parties have executed this Amendment as of the day and year first above written. SABAN ENTERTAINMENT, INC. By: /s/ Haim Saban -------------------- Haim Saban Its: Chief Executive Officer QUARTZ ENTERPRISES, L.P. By: /s/ Stan Golden -------------------- Its: -------------------- 2
EX-10.263rd Page of 4TOC1stPreviousNextBottomJust 3rd
MERLOT INVESTMENTS By: /s/ Bill Josey -------------------- Its: -------------------- SILVERLIGHT ENTERPRISES, L.P. By: /s/ Mel Woods -------------------- Its: -------------------- CELIA ENTERPRISES, L.P. By: /s/ Matthew Krane -------------------- Its: -------------------- FOX BROADCASTING COMPANY By: /s/ Larry Jacobson -------------------- Its: EVP -------------------- FCN HOLDING, INC. By: /s/ Larry Jacobson -------------------- Its: EVP -------------------- ALLEN & COMPANY INCORPORATED By: /s/ Stanley S. Shuman ----------------------- Its: EVP ----------------------- The undersigned hereby consents and agrees to the foregoing Amendment, as of the date first above written. /s/ Haim Saban ------------------------- HAIM SABAN 3
EX-10.26Last Page of 4TOC1stPreviousNextBottomJust 4th
SCHEDULE "A" SEI STOCKHOLDERS ---------------- Haim Saban Quartz Enterprises, L.P. Merlot Investments Silverlight Enterprises, L.P. Celia Enterprises, L.P. 4

Dates Referenced Herein   and   Documents Incorporated by Reference

Referenced-On Page
This ‘S-1/A’ Filing    Date First  Last      Other Filings
Filed on:1/26/98
9/27/961S-1
9/26/961
4/3/9612
12/22/951
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Filing Submission 0000944209-98-000166   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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