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-4.6 — Senior Discount Notes Liquidated Damages Agreement
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EXHIBIT 4.6
LIQUIDATED DAMAGES AGREEMENT
THIS LIQUIDATED DAMAGES AGREEMENT (the "Agreement") is made and
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entered into as of October 28, 1997, among FOX KIDS NETWORK, INC., a Delaware
corporation (the "Company") and MERRILL LYNCH & CO., MERRILL LYNCH, PIERCE,
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FENNER & SMITH INCORPORATED, CITICORP SECURITIES, INC., BEAR, STEARNS & CO.
INC., DONALDSON, LUFKIN & JENRETTE SECURITIES CORPORATION and MORGAN STANLEY &
CO. (each an "Initial Purchaser" and, collectively, the "Initial Purchasers").
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WHEREAS, as an inducement to the Initial Purchasers to enter into the
Purchase Agreement, dated October 22, 1997 (the "Purchase Agreement"), among the
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Company and the Initial Purchasers (providing for, among other things, the sale
by the Company to the Initial Purchasers of $618,670,000 of the Company's 10
1\4% Senior Discount Notes due 2007 (the "Senior Discount Notes")), and
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as a condition to the several obligations of the Initial Purchasers thereunder,
the Company has agreed to provide to the Initial Purchasers and their direct and
indirect transferees certain registration and related rights pursuant to and in
accordance with the terms of the Registration Rights Agreement, of even date
herewith (the "Registration Rights Agreement") among the Company and the Initial
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Purchasers;
WHEREAS, notwithstanding the fact that the Company has consummated or
will consummate an Exchange Offer, pursuant to Section 2(a) of the Registration
Rights Agreement, the Initial Purchasers may, under certain circumstances,
require the Company to file a Shelf Registration Statement for the resale of the
Private Exchange Securities held by them;
WHEREAS, the Registration Rights Agreement contains certain provisions
concerning the time within which the Company must file the Shelf Registration
Statement and the period for which such Shelf Registration Statement must remain
effective and usable for resales; and
WHEREAS, the Company and the Initial Purchasers have agreed to provide
for the payment of liquidated damages by the Company directly to the Initial
Purchasers in the event that the Company fails to comply with such contractual
provisions with respect to the filing of a Shelf Registration Statement for the
Private Exchange Securities, as more fully set forth herein.
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NOW, THEREFORE, in consideration of the foregoing, and for other good
and valuable consideration the receipt of which is hereby acknowledged, the
parties hereto agree as follows:
1. Definitions. Capitalized terms used herein (including in the
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foregoing recitals) but not defined shall have the meanings given to such terms
in the Registration Rights Agreement, except that (a) the term "Shelf
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Registration Statement" shall refer only to a Shelf Registration Statement filed
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by the Company pursuant to Section 2(b) of the Registration Rights Agreement,
and (b) the term "Registrable Securities" shall refer only to those Private
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Exchange Securities which are Registrable Securities held at such time by an
Initial Purchaser.
2. Payment of Liquidated Damages. (a) If: (i) the Shelf
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Registration Statement is not filed with the SEC on or prior to the 30th day
after such obligation arises pursuant to Section 2(b) of the Registration Rights
Agreement; or (ii) the Shelf Registration Statement is not declared effective by
the SEC on or prior to the later of the 60th day after the date such Shelf
Registration Statement was required to be filed pursuant to the terms of the
Registration Rights Agreement and the 180th day after the Issue Date; or (iii)
the Shelf Registration Statement has been declared effective and such Shelf
Registration Statement ceases at any time to be effective and available to an
Initial Purchaser for use in connection with the resale of Registrable
Securities held by that Initial Purchaser (whether or not that cessation is a
result of an event contemplated by Section 3(e) of the Registration Rights
Agreement), and such cessation continues for more than either (A) 30 consecutive
days, or (B) an aggregate of 90 days (whether or not consecutive), in the case
of (A) or (B), during the 210-day period (and any extensions of such period
pursuant to the last paragraph of Section 3 of the Registration Rights
Agreement) immediately following the date on which the Shelf Registration
Statement is first declared effective (other than after such time as all
Registrable Securities have been disposed of thereunder or otherwise cease to be
Registrable Securities pursuant to the terms of the Registration Rights
Agreement), then in each case the Company shall pay liquidated damages to each
Initial Purchaser, at a rate of 0.25% per annum in respect of the Accreted Value
of the Senior Discount Notes which constitute Registerable Securities (as
defined herein) held by that Initial Purchaser, in respect of the period: (x) in
the case of clause (i) above, commencing on the 46th day after such request for
the filing of a Shelf Registration Statement is made by the
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Initial Purchaser and terminating upon the filing of the Shelf Registration
Statement; (y) in the case of clause (ii) above, commencing on the later of the
60th day after the date the Shelf Registration Statement was required to be
filed and the 80th day after the Issue Date and terminating upon the
effectiveness of the Shelf Registration Statement; or (z) in the case of clause
(iii) above, commencing on either (A) the 31st consecutive day, or (B) the 91st
day, after the day the Shelf Registration Statement ceases to be effective or
available for use and terminating on the day that the Shelf Registration
Statement again becomes effective and available for use.
(b) Any amounts of liquidated damages payable by the Company pursuant
to this Section 2 shall be paid in cash directly to each Initial Purchaser on
the next succeeding February 15 and August 15, as the case may be, following the
period in respect of which such Liquidated Damages have become due and payable
hereunder.
3. General.
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(a) Counterparts. This Agreement may be executed in any number of
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counterparts and by the 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.
(b) Amendments. This Agreement may be amended by the parties hereto
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by a written instrument duly executed on behalf of each of the parties hereto.
(c) Entire Agreement. This Agreement and the Registration Rights
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Agreement constitute the entire agreement, and supersede all prior agreements
and understandings, both written and oral, among the parties with respect to the
subject matter hereof.
(d) GOVERNING LAW. THIS AGREEMENT SHALL BE DEEMED TO HAVE BEEN MADE
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IN THE STATE OF NEW YORK. THE VALIDITY AND INTERPRETATION OF THIS AGREEMENT,
AND THE TERMS AND CONDITIONS SET FORTH HEREIN, SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING
EFFECT TO ANY PROVISIONS RELATING TO CONFLICTS OF LAWS. EACH OF THE PARTIES
HERETO AGREES TO SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE
OF NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS
AGREEMENT OR ANY OF THE MATTERS CONTEMPLATED HEREBY, IRREVOCABLY WAIVES ANY
DEFENSE OF LACK OF PERSONAL JURISDICTION
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AND IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUIT, ACTION OR
PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT. EACH ISSUER, ON BEHALF
OF ITSELF AND ITS SUBSIDIARIES, IRREVOCABLY WAIVES, TO THE FULLEST EXTENT IT MAY
EFFECTIVELY DO SO UNDER APPLICABLE LAW, ANY OBJECTION WHICH IT MAY NOW OR
HEREAFTER HAVE TO THE LAYING OF VENUE OF SUCH SUIT, ACTION OR PROCEEDING BROUGHT
IN ANY SUCH COURT AND ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT
IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.
(e) Notices. All notices and other communications hereunder shall be
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in writing and shall be deemed given if delivered to the parties at the
addresses set forth in, and in a manner contemplated by, the Registration Rights
Agreement.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.
FOX KIDS WORLDWIDE, INC.
By: /s/ Mel Woods
________________________________
Name: Mel Woods
Title: President
MERRILL LYNCH, PIERCE, FENNER &
SMITH INCORPORATED
CITICORP SECURITIES, INC.
BEAR, STEARNS & CO. INC.
DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION
MORGAN STANLEY & CO.
By: MERRILL LYNCH, PIERCE,
FENNER & SMITH
INCORPORATED
By: /s/ D. Weil
______________________________
Authorized Signatory
Dates Referenced Herein
| Referenced-On Page |
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| This ‘S-1/A’ Filing | | Date | | First | | Last | | | Other Filings |
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| |  |
| Filed on: | | 1/26/98 | | | | | | | None on these Dates |
| | 10/28/97 | | 1 |
| | 10/22/97 | | 1 |
| List all Filings |
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