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-10.44 — Agreement Re Registration Rights
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EXHIBIT 10.44
AGREEMENT RE REGISTRATION RIGHTS
This Agreement Re Registration Rights (this "Agreement") is made and
entered into as of August 1, 1997 by and among Saban Entertainment, Inc.
("SEI"), Haim Saban and each of the entities listed on Schedule A to the
Saban/Fox Registration Agreement referred to below ("SEI Stockholders"), Fox
Broadcasting Company, FCN Holding, Inc. ("FCN Holding"), Fox Kids Worldwide,
Inc. ("Fox Kids"), Liberty Media Corporation ("Liberty Media") and Liberty IFE,
Inc. ("Liberty IFE").
A. Reference is made to that certain Registration Agreement (the
"Saban/Fox Registration Agreement") dated as of December 22, 1995 by and among
SEI, Haim Saban, each of the entities listed on Schedule A thereto, Fox
Broadcasting Company and FCN Holding (together, the "Saban/Fox Parties")
pursuant to which the SEI Stockholders and FCN Holding (hereinafter referred to
as Fox Broadcasting Sub, Inc. ("FBC Sub"), were granted registration rights with
respect to the shares of Fox Kids (which is the "Successor Entity" as that term
is defined in the Saban/Fox Registration Agreement) held by each of them.
B. Pursuant to a Contribution and Exchange Agreement dated as of
June 11, 1997 by and among Liberty Media, Liberty IFE, and Fox Kids, Fox Kids
agreed to grant to Liberty Media, Liberty IFE and subsequent holders of Series A
Preferred Stock of Fox Kids (the "Liberty Parties") certain registration rights
with respect to the Series A Preferred Stock. Fox Kids and the Liberty Parties
have agreed to the form of Registration Rights Agreement, which is attached
hereto as Exhibit A (the "Liberty Registration Agreement").
C. Certain provisions of the Saban/Fox Registration Agreement
conflict or may conflict with provisions of the Liberty Registration Agreement.
The parties hereto confirm, with respect to one another only, the
following:
1. Section 10 of the Saban/Fox Registration Agreement provides that
Fox Kids may not cause any other registration of securities for sale for its own
account or for the account of any other person to become effective within 180
days after the effective date of the registration requested by the Saban/Fox
Parties. The Saban/Fox Parties hereby agree with Fox Kids and the Liberty
Parties that Fox Kids may cause the registration of the Qualifying Preferred
Stock (as defined in the Liberty Registration Agreement) on behalf of the
Liberty Parties to become effective at any time before or after the effective
date of any registration requested by the Saban/Fox Parties.
2. The parties hereto agree that the rights granted to the Liberty
Parties under the Liberty Registration Agreement do not violate Section 11 of
the Saban/Fox Registration Agreement.
3. Section 13(b) of the Saban/Fox Registration Agreement provides
that Fox Kids will use its best efforts to cause each holder of its equity
securities or any securities convertible into such securities to agree not to
effect any public sale or distribution of such securities during the period
referred to therein. The Saban/Fox Parties hereby agree that Fox Kids shall not
be required or obligated to cause any of the Liberty Parties to agree not to
effect a public sale or distribution of Qualifying Preferred Stock or Preferred
Stock (as such term is defined in the Liberty Registration Agreement) during the
period referred to in said Section 13(b).
4. In addition to the foregoing provisions of this Agreement, the
parties agree that (i) in effecting a registration on behalf of any of the
Saban/Fox Parties pursuant to the Saban/Fox Registration Agreement, neither Fox
Kids nor such Saban/Fox Parties shall be restricted by any of the provisions of
the Liberty Registration Agreement, (ii) in effecting a registration on behalf
of any of the Liberty Parties pursuant to the Liberty Registration Agreement,
neither Fox Kids nor such Liberty Parties shall be restricted by any of the
provisions of the Saban/Fox Registration Agreement, and (iii) the parties hereby
waive any and all provisions of the Saban/Fox Registration Agreement and the
Liberty Registration Agreement to the extent necessary to permit Fox Kids to
effect registrations under the Saban/Fox Registration Agreement, on the one
hand, and the Liberty Registration Agreement, on the other hand, free of any
restrictions or obligations set forth in such other agreement.
IN WITNESS WHEREOF, the undersigned have executed this Agreement this
1st day of August, 1997.
SABAN ENTERTAINMENT, INC.
By /s/ Haim Saban
--------------------------
Name:
Title:
/s/ Haim Saban
--------------------------
Haim Saban
QUARTZ ENTERPRISES, L.P.
By /s/ Haim Saban
--------------------------
Name:
Title:
MERLOT INVESTMENTS
By /s/ Haim Saban
--------------------------
Name:
Title:
SILVERLIGHT ENTERPRISES, L.P.
By /s/ Haim Saban
--------------------------
Name:
Title:
CELIA ENTERPRISES, L.P.
By /s/ Haim Saban
--------------------------
Name:
Title:
FOX BROADCASTING COMPANY
By /s/ Jay Itzkowitz
--------------------------
Name:
Title:
FCN HOLDING, INC.
By /s/ Jay Itzkowitz
--------------------------
Name:
Title:
LIBERTY MEDIA CORPORATION
By /s/ David Koff
--------------------------
Name: David Koff
Title: Vice President
LIBERTY IFE, INC.
By /s/ David Koff
--------------------------
Name: David Koff
Title: Vice President
FOX KIDS WORLDWIDE, INC.
By /s/ Jay Itzkowitz
--------------------------
Name:
Title:
Dates Referenced Herein
| Referenced-On Page |
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| This ‘S-1/A’ Filing | | Date | | First | | Last | | | Other Filings |
|---|
| |  |
| Filed on: | | 1/26/98 | | | | | | | None on these Dates |
| | 8/1/97 | | 1 |
| | 6/11/97 | | 1 |
| | 12/22/95 | | 1 |
| List all Filings |
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