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 10.34
GUARANTY
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This GUARANTY is made as of June 11, 1997, by THE NEWS CORPORATION LIMITED,
a corporation organized and existing under the laws of South Australia,
Australia (the "Guarantor"), in favor of INTERNATIONAL FAMILY ENTERTAINMENT,
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INC., a Delaware corporation (the "Company").
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WHEREAS, as of the date hereof, FOX KIDS WORLDWIDE, INC., a Delaware
corporation and an affiliate of the Guarantor ("FKWW"), and Fox Kids Merger
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Corporation, a Delaware corporation and an affiliate of the Guarantor ("FKW
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Sub") have agreed, subject to the execution and delivery of this Guaranty, to
enter into that certain Agreement and Plan of Merger, dated of even date
herewith, with the Company, relating to the merger of FKW Sub with and into the
Company, with the Company being the surviving corporation, attached hereto as
Exhibit A (the "Guaranteed Agreement");
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WHEREAS, M.G. "Pat" Robertson, individually and as trustee of each of the
Robertson Charitable Remainder Unitrust, u/t/a dated January 22, 1990 (the "PR
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Charitable Trust"), the Gordon P. Robertson Irrevocable Trust, u/t/a dated
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December 18, 1996, the Elizabeth F. Robinson Irrevocable Trust, u/t/a dated
December 18, 1996, and the Ann R. Lablanc Irrevocable Trust, u/t/a dated
December 18, 1996 (the Gordon P. Robertson Irrevocable Trust, the Elizabeth F.
Robinson Irrevocable Trust and the Ann R. Lablanc Irrevocable Trust, together,
the "Irrevocable Trusts"), Lisa N. Robertson and Timothy B. Robertson ("Tim
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Robertson") as joint tenants, and Tim Robertson, individually, as trustee of
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each of the Timothy and Lisa Robertson Children's Trust, u/t/a dated September
18, 1995 (the "TR Family Trust") and the Timothy B. Robertson Charitable Trust,
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u/t/a dated December 30, 1996 (the "TR Charitable Trust"), and as custodian to
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and for each of Abigail H. Robertson, Laura N. Robertson, Elizabeth C.
Robertson, Willis H. Robertson and Caroline S. Robertson under the Virginia
Uniform Transfers to Minors Act, have agreed to sell to FKWW all of the
outstanding shares of Class A Common Stock, par value $0.01 per share, of the
Company, in the form of shares of Class B Common Stock, par value $0.01 per
share, of the Company (the "Class B Stock") issuable upon conversion thereof,
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and shares of Class B Stock owned by them or issuable to them upon exercise of
outstanding stock options, pursuant to that certain Stock Purchase Agreement,
dated of even date herewith, by and among FKWW, on the one hand, and Pat
Robertson, the PR Charitable Trust, the Irrevocable Trusts, Lisa N. Robertson,
Tim Robertson, the TR Family Trust, and the TR Charitable Trust, on the other
hand (the "Robertson Purchase Agreement");
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WHEREAS, The Christian Broadcasting Network, Inc., a Virginia corporation
("CBN"), has agreed to sell to FKWW, all of the Class B Stock owned by it,
---
pursuant to the terms of that
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certain Stock Purchase Agreement, dated of even date herewith, by and between
FKWW and CBN (the "CBN Purchase Agreement");
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WHEREAS, Regent University, a Virginia corporation ("Regent"), has agreed
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to sell to FKWW all of the Class B Stock owned by it, pursuant to the terms of
that certain Stock Purchase Agreement, dated of even date herewith, by and
between FKWW and Regent (the "Regent Purchase Agreement");
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WHEREAS, Liberty IFE, Inc., a Colorado corporation ("LIFE"), has agreed to
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contribute to FKWW all of the shares of Class C Common Stock, par value $0.01
per share, of the Company, and $23 million principal amount of 6% Convertible
Secured Notes due 2004 of the Company, in exchange for shares of Series A
Preferred Stock, of FKWW pursuant to that certain Contribution and Exchange
Agreement, dated of even date herewith, by and between LIFE and FKWW (the
"Contribution Agreement", and, collectively with the Robertson Purchase
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Agreement, the CBN Purchase Agreement, the Regent Purchase Agreement, and any
other agreements referred to in any of the foregoing to which Guarantor or any
affiliate or associate of Guarantor is a party, the "Other Transaction
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Agreements");
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WHEREAS, the Board of Directors of Guarantor has determined that it is the
best interest of Guarantor to guarantee the payment and performance of the
obligations of FKWW and FKW Sub in the Guaranteed Agreement; and
WHEREAS, this Guaranty is being furnished by Guarantor to guarantee the
payment and performance by FKWW and FKW Sub of FKWW's and FKW Sub's obligations
under the Guaranteed Agreement.
NOW, THEREFORE, in consideration of the foregoing, Guarantor agrees as
follows:
1. Guaranty. Guarantor hereby unconditionally and irrevocably guarantees
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to the Company (a) the due and punctual observance, performance and discharge by
FKWW of each item, provision, duty, obligation, covenant and agreement contained
in the Guaranteed Agreement, and (b) the due and punctual payment, when and as
the same may become due and payable, of any amount which FKWW or FKW Sub may
become obligated to pay under or pursuant to the Guaranteed Agreement. The
obligations of FKWW and FKW Sub guaranteed in this Section 1 are hereinafter
referred to as the "Obligations." Guarantor agrees that if FKWW or FKW Sub
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shall fail to pay any Obligation when and as the same shall be due and payable,
or shall fail to observe, perform or discharge any Obligation, in accordance
with the terms of the Guaranteed Agreement, Guarantor shall forthwith pay,
observe, perform or discharge such Obligation, as the case may be, and shall pay
any and all damages that may be incurred or suffered by the Company in
consequence thereof, and any and all costs and expenses, including attorneys'
and arbitrators' fees and expenses, that may be incurred by the Company in
collecting
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or enforcing such Obligations or in preserving or enforcing any rights under
this Guaranty or under the Guaranteed Agreement or both.
2. Absolute Guaranty. The liability of Guarantor under this Guaranty
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with respect to each and all of the Obligations shall be absolute and
unconditional, irrespective of any matter or circumstances, including, without
limitation, any waiver of, amendment to, modification of, or consent to
departure from, the Guaranteed Agreement, including, without limitation, any
waiver or consent involving a change in the time, manner or place of payment of,
or in any other term of, all or any of the Obligations.
3. Continuing Guaranty. This Guaranty is a guaranty of payment,
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performance and compliance. This Guaranty is a continuing guaranty and shall
(a) remain in full force and effect until all of the Obligations, including,
without limitation, all amounts payable under this Guaranty, have been paid,
observed, performed or discharged in full, (b) be binding upon Guarantor and its
successors and assigns, (c) inure to the benefit of and be enforceable by the
Company and any of its successors, (d) be binding upon and against Guarantor
without regard to the insolvency, bankruptcy or reorganization of Guarantor or
FKWW or FKW Sub or otherwise and (e) continue to be effective or be reinstated,
as the case may be, if at any time any payment of any of the Obligations is
rescinded or must otherwise be returned by the Company upon the insolvency,
bankruptcy or reorganization of FKWW or otherwise, all as though such payment
had not been made.
4. Waiver by Guarantor. Guarantor hereby waives promptness, diligence,
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presentment, demand, protest and notice of any kind as to the Obligations and
acceptance of or reliance on this Guaranty.
5. Miscellaneous
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5.1 Governing Law. This Guaranty shall be governed by construed in
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accordance with laws of the State of Delaware applicable to agreements made and
to be completely performed within such State.
5.2 Reasonable Efforts. Subject to the terms and conditions of this
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Guaranty, Guarantor agrees to use all reasonable efforts to take, or cause to be
taken, all actions, and to do, or cause to be done, all things necessary, proper
or advisable to consummate and make effective the transactions contemplated by
the Guaranteed Agreement and each of the Other Transaction Agreements.
Guarantor hereby agrees, while this Guaranty is in effect, not to take, or cause
or permit to be taken, any action with the intention and knowledge that such
action would reasonably be expected to have the effect of preventing or
disabling (i) it from performing its obligations under this Guaranty, or (ii) it
or any of its affiliates or associates from performing their respective
obligations under the Other Transaction Agreements.
3
5.3 Specific Performance. Guarantor recognizes and acknowledges that
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a breach by it of any of the provisions of this Guaranty will cause the Company
to sustain damages for which it would not have an adequate remedy at law for
money damages, and therefore Guarantor hereto agrees that in the event of any
such breach the Company shall, without the posting of bond or other security, be
entitled to the remedy of specific performance of such provision and injunctive
and other equitable relief in addition to any other remedy to which it may be
entitled, at law or in equity.
5.4 Jurisdiction. Guarantor irrevocably submits to the non-exclusive
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jurisdiction of the state and federal courts located in Delaware for the
purposes of any suit, action or other proceeding arising out of this Guaranty
(and agrees not to commence any action, suit or proceeding relating hereto
except in such courts). Guarantor hereby irrevocably designates CT Corporation
System as its designee, appointee and agent to receive, for and on behalf of it,
service of process in Delaware in any legal action or proceeding with respect to
this Guaranty or any document related thereto. It is understood that a copy of
such process serviced on such agent will be promptly forwarded by mail to it at
its address set forth under its signature below, but the failure to receive such
copy shall not affect in any way the service of such process. Guarantor hereto
further irrevocably consents to the service of process of any of the
aforementioned courts in any such action or proceeding by the mailing of copies
thereof by registered or certified mail, postage prepaid, to it at its said
address, such service to become effective upon confirmed delivery. Guarantor
irrevocably and unconditionally waives any objection to the laying of venue of
any action, suit or proceeding arising out of this Guaranty or the transactions
contemplated hereby in any state or federal court located in Delaware, and
hereby further irrevocably and unconditionally waives and agrees not to plead or
claim in any such action, suit or proceeding brought in any such court that such
action, suit or proceeding has been brought in an inconvenient forum.
5.5 Severability. If any provision or any portion of any provision
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of this Guaranty shall be held to be void or unenforceable, the remaining
provisions of this Guaranty and the remaining portion of any provision held void
or unenforceable in part shall continue in full force and effect.
5.6 Modifications, Amendment, Waivers. No modifications or amendment
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of this Guaranty and no waiver of any of the terms or conditions hereof, shall
be valid or binding unless made in writing and signed by a duly authorized
officer of Guarantor, or in the case of a waiver, by the Company, subject to
Section 6.8 of the Guaranteed Agreement, as applicable. No delay on the part of
the Company in exercising any right, power, privilege hereunder shall operate as
a waiver thereof. No waiver by the Company of any breach hereof or of any
default hereunder, shall constitute a continuing waiver of such provision or any
other provision of this Guaranty.
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IN WITNESS WHEREOF, the undersigned has executed this Guaranty as of the
date first above written.
GUARANTOR:
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THE NEWS CORPORATION LIMITED
By: /s/ Arthur Siskind
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Name: Arthur Siskind
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Title: Senior Executive V.P.
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1211 Avenue of the Americas
New York, NY 10036
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Dates Referenced Herein
| Referenced-On Page |
|---|
| This ‘S-1/A’ Filing | | Date | | First | | Last | | | Other Filings |
|---|
| |  |
| Filed on: | | 1/26/98 | | | | | | | None on these Dates |
| | 6/11/97 | | 1 |
| | 12/30/96 | | 1 |
| | 12/18/96 | | 1 |
| | 9/18/95 | | 1 |
| List all Filings |
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