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
EXHIBIT 10.46
AGREEMENT RE TRANSFER OF LLC INTERESTS
This Agreement Re Transfer of LLC Interests (this "Agreement") is made and
entered into as of July 31, 1997, by and among Fox Kids Worldwide, Inc. ("Fox
Kids"), Fox Kids Worldwide, L.L.C. (the "LLC") and Fox Broadcasting Company
("Fox Broadcasting").
RECITALS
--------
A. Fox Broadcasting currently holds a note receivable from the LLC
in the amount of $50 million described in Section 5.8 of the Operating
Agreement, as defined in Recital D below (the "Note Receivable").
B. The LLC or its affiliates also currently owe to Fox Broadcasting
or its affiliates the amount of $4.573 million (the "Intercompany
Indebtedness").
C. Fox Broadcasting currently holds a Class A membership interest in
the LLC.
D. Concurrently herewith and as part of the reorganization of Saban
Entertainment, Inc. ("SEI") and FCN Holding, Inc. ("FCNH") into Fox Kids (the
"Reorganization"), the parties to that certain Operating Agreement, dated as of
December 22, 1995, as amended by Amendment No. 1 to Operating Agreement dated as
of September 27, 1996 (the "Operating Agreement") have decided to amend the
Operating Agreement to reflect the Reorganization and to allow for the transfer
by Fox Broadcasting of its Class A membership interest.
E. Fox Broadcasting and Fox Kids have agreed that Fox Broadcasting
should assign to Fox Kids its entire Class A membership interest in the LLC in
exchange for a note from Fox Kids in the amount of $50 million pursuant to that
certain Subordinated Note Agreement dated as of the date hereof between Fox Kids
and Fox Broadcasting attached hereto as Exhibit A (the "Subordinated Note
Agreement").
F. Fox Kids and Fox Broadcasting have agreed that Fox Broadcasting
should transfer to Fox Kids the Note Receivable and should assign to Fox Kids
the Intercompany Indebtedness and Fox Kids will hold the Note Receivable and the
Intercompany Indebtedness. In consideration for the Note Receivable and the
assignment of the Intercompany Indebtedness, Fox Kids will issue to Fox
Broadcasting a $54.573 million note pursuant to the terms of the Subordinated
Note Agreement.
1
AGREEMENT
---------
NOW, THEREFORE, in consideration of the foregoing facts, the parties
hereto agree as follows:
1. Fox Broadcasting hereby assigns, transfers and conveys to Fox
Kids its entire Class A membership interest in the LLC. In consideration for Fox
Broadcasting's assignment of the Class A membership interest, Fox Kids hereby
agrees to enter into the Subordinated Note Agreement with Fox Broadcasting and
to issue Fox Broadcasting a note in the amount of $50 million. Instead of
holding the Fox Broadcasting Class A membership interest, Fox Kids hereby agrees
to hold the membership interest as a Class B membership interest, equal to all
of the other Class B members in terms of a right to distributions.
2. Fox Broadcasting has not transferred nor does it have any legal
obligation, absolute or contingent, to any person, to transfer or assign any of
its Class A membership interest or to enter into any agreement with respect
thereto.
3. Fox Kids hereby represents and warrants that the acquisition of
the Class A membership interest in the LLC is for its own account for investment
and not with a view to or for sale in connection with any distribution of the
security.
4. Fox Broadcasting hereby assigns to Fox Kids the Note Receivable
and the Intercompany Indebtedness and in consideration therefor, Fox Kids hereby
agrees to issue a note in the amount of $54.573 million to Fox Broadcasting
under the Subordinated Note Agreement. As a result of the assignment from Fox
Broadcasting to Fox Kids, Fox Kids will hold the Note Receivable and the
Intercompany Indebtedness.
5. This Agreement has been executed and delivered in the State of
California and shall be governed by, and construed in accordance with, the
substantive laws of the State of California.
6. This Agreement is binding upon and shall inure to the benefit of
the parties hereto and their respective successors and assigns.
2
IN WITNESS WHEREOF, the parties hereunto have caused this Agreement to
be executed by their duly authorized officers as of the day and year first
written above.
FOX BROADCASTING CO
By: /s/ Jay Itzkowitz
---------------------------
Jay Itzkowitz
Senior Vice President
FOX KIDS WORLDWIDE, L.L.C.
By: /s/ Haim Saban
--------------------------
Haim Saban
Chief Executive Officer
FOX KIDS WORLDWIDE, INC.
By: /s/ Haim Saban
--------------------------
Haim Saban
Chief Executive Officer
3
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 |
| | 7/31/97 | | 1 |
| | 9/27/96 | | 1 | | | | | S-1 |
| | 12/22/95 | | 1 |
| List all Filings |
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