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Abc Family Worldwide Inc – IPO: ‘S-1/A’ on 2/20/98 – EX-10.53

As of:  Friday, 2/20/98   ·   Accession #:  944209-98-396   ·   File #:  333-12995

Previous ‘S-1’:  ‘S-1/A’ on 1/26/98   ·   Latest ‘S-1’:  This Filing

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

 2/20/98  Abc Family Worldwide Inc          S-1/A                 19:1.8M                                   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 No. 2 to Form S-1                          234   1.43M 
 2: EX-10.19    Home Video Rights Acquisition Agreement               48    225K 
 3: EX-10.31    Second Amended and Restated Credit Agreement         154    564K 
 4: EX-10.32    Letter Amendment No. 1 to Amended Credit Agreement     7     24K 
 5: EX-10.45    Exchange Agreement Dated 8/1/97                        7     31K 
 6: EX-10.47    Subordinated Note Agreement Dated 7/31/97             46    157K 
 7: EX-10.49    Amendment to Affiliation Agreement Dated 6/11/97       6     17K 
 8: EX-10.50    Letter of Amendment Dated 5/16/96                     11     35K 
 9: EX-10.51    Program Time Agreement Dated 1/5/90                   17     54K 
10: EX-10.52    Family Channel Affiliation Agreement                  21     55K 
11: EX-10.53    Amendment to Affiliation Agreement                     2     14K 
12: EX-10.55    Transponder Purchase Agreement for Galaxy V           34    146K 
13: EX-10.56    Satellite Transponder Sales Agreement                 77    109K 
14: EX-10.57    Amendment No. 1 to Transponder Sales Agreement         2     10K 
15: EX-10.58    Amendment No. 2 to Transponder Sales Agreement         3     10K 
16: EX-10.59    Letter of Amendment Dated 9/30/91                      2±    10K 
17: EX-10.60    Amendment No. 4 to Transponder Sales Agreement         5     21K 
18: EX-23.2     Consent of Ernst & Young                               1      9K 
19: EX-23.3     Consent of Kpmg                                        1      7K 


EX-10.53   —   Amendment to Affiliation Agreement
Exhibit Table of Contents

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EXHIBIT 10.53 AMENDMENT TO AFFILIATION AGREEMENT BY AND BETWEEN INTERNATIONAL FAMILY ENTERTAINMENT, INC. AND SATELLITE SERVICES, INC. This Amendment is made as of the 1st day of January, 1994, to the Affiliation Agreement, dated as of December 28, 1989, as amended from time-to- time prior to the date hereof (collectively, the "Agreement"), by and between International Family Entertainment, Inc. d/b/a The Family Channel ("Network"), and Satellite Services, Inc. ("Affiliate"). All defined terms used and not otherwise defined herein shall have the meanings ascribed to them in the Agreement. In consideration of the mutual covenants and promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree to amend the Agreement as follows: 1. Notwithstanding anything in the Agreement to the contrary, the monthly per subscriber Service Fees (excluding any adjustments thereto for discounts, if any, including, without limitation, marketing support and/or channel placement) for calendar year 1994 shall be: (i) In consideration of the Service Fees to be paid by Affiliate pursuant to Section 1(ii) below, the monthly per subscriber Service Fees for January 1, 1994 through and including March 29, 1994 (prorated for the month of March) shall be the same as the monthly per subscriber Service Fees for the last quarter of calendar year 1993. (ii) The monthly per subscriber Service Fees for March 30, 1994 (prorated for the month of March) through and including December 31, 1994 shall be the monthly per subscriber Service Fees payable pursuant to Section 7(a) of the Agreement, plus "Z." For purposes of this Amendment, "Z" shall be calculated as follows: (A) First, add the number of Affiliate Subscribers, calculated in accordance with Section 7(d) of the Agreement, for the months of January, February and March, 1994. The resulting amount shall be referred to herein as "X." (B) Second, subtract the monthly per subscriber Service Fees for the last quarter of calendar year 1993 from the monthly per subscriber Service Fees payable pursuant to Section 7(a) of the Agreement for the first quarter of calendar year 1994, without giving effect to this Amendment. Multiply the result of such subtraction by 1.08 and then divide the result of such multiplication by nine. The resulting amount shall be referred to herein as "Y."
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(C) Third, multiply "X" by "Y," and then divide the result of such multiplication by the number of Affiliate Subscribers, calculated in accordance with Section 7(d) of the Agreement, for the pertinent month. The resulting amount shall equal "Z." 2. Notwithstanding anything in Section 7(g) of the Agreement to the contrary, if the monthly per subscriber Service Fees payable pursuant to this Amendment for the months of April through December, 1994, would cause Network to violate Section 7(g) of the Agreement, Affiliate shall waive its rights under Section 7(g) of the Agreement solely and exclusively for those months in calendar year 1994 in which such violation would otherwise occur. Affiliate does not waive the rights conferred under Section 7(g) of the Agreement with respect to any violation by Network of said Section 7(g) which does not result from the calculation of the monthly per subscriber Service Fees for April through December, 1994, as set forth in this Amendment. 3. From and after January 1, 1995, this Amendment shall be superseded, and the Agreement shall otherwise remain in full force and effect. The Agreement, as modified and amended by this Amendment, shall remain in full force and effect. IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed by their authorized representatives as of the date first above written. AFFILIATE: NETWORK: By: /s/ Jedd S. Palmer By: /s/ Craig R. Sherwood ------------------------ ------------------------------- Jedd S. Palmer Vice President, Programming Its: Craig R. Sherwood ------------------------------- Title: Senior Vice President, ---------------------------- Affiliate Relations 2

Dates Referenced Herein

Referenced-On Page
This ‘S-1/A’ Filing    Date First  Last      Other Filings
Filed on:2/20/98None on these Dates
1/1/952
12/31/941
3/30/941
3/29/941
1/1/941
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Filing Submission 0000944209-98-000396   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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