Abc Family Worldwide Inc – IPO: ‘S-1/A’ on 2/20/98 – EX-10.32

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

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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-10.32   —   Letter Amendment No. 1 to Amended Credit Agreement

EX-10.32
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                                                                   Exhibit 10.32

LETTER AMENDMENT NO. 1

                               Dated as of November 18, 1997

To the banks, financial institutions                                            
and other institutional lenders                                           
(collectively, the "LENDERS") parties                                     
to the Credit Agreement referred to                                       
below, to Citicorp USA, Inc., as administrative                           
agent, (the "ADMINISTRATIVE AGENT") for such Lenders                      
and the other Secured Parties referred to therein,                        
and to Citicorp Securities, Inc., Chase Securities, Inc.                  
and BankBoston, N.A. as Co-Arrangers for the Facilities                   
referred to therein.                                                      

Ladies and Gentlemen:                                                           

      We refer to the Credit Agreement dated as of October 28, 1997 (the
"CREDIT AGREEMENT") among the undersigned and you.  Capitalized terms not       
otherwise defined in this Letter Amendment have the same meanings as specified  
in the Credit Agreement.                                                        

        We hereby request that the Lenders agree to extend the date on which
the Applicable Margin and the Applicable Percentage would increase if           
outstanding Term Advances are not prepaid and Term Commitments are not reduced  
with the application of Net Cash Proceeds from certain asset sales, which date  
is contained in the proviso of each of the definitions of "Applicable Margin"   
and "Applicable Percentage", from November 18, 1997 to December 4, 1997.        

  The Lenders have indicated their willingness, on the terms and
conditions stated below, to so agree.  Accordingly, it is hereby agreed by the  
Lenders and us that Section 1.01 of the Credit Agreement is, effective as of the
date of this Letter Amendment, amended by deleting the date "November 18, 1997" 
contained in the proviso of each of the definitions of "Applicable Margin" and  
"Applicable Percentage" set forth therein, and substituting therefor the date   
"December 4, 1997".                                                             

     This Letter Amendment shall become effective as of the date first
above written when, and only when, on or before November 21, 1997 (or such later
date as the Administrative Agent, the Borrowers and Holdings shall agree, but in
any event on or before November 30, 1997) the Administrative Agent shall have   
received counterparts of this Letter Amendment executed by the undersigned and  
all of the Lenders or, as to any of the Lenders, advice satisfactory to the     
Administrative Agent that such Lender has executed this Letter Amendment,       

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and the consent attached hereto executed by each Loan Party (other than the     
Borrowers and Holdings).  This Letter Amendment is subject to the provisions of 
Section 9.01 of the Credit Agreement.                                           

 On and after the effectiveness of this Letter Amendment, each
reference in the Credit Agreement to "this Agreement", "hereunder", "hereof" or 
words of like import referring to the Credit Agreement, and each reference in   
the Notes and each of the other Loan Documents to "the Credit Agreement",       
"thereunder", "thereof" or words of like import referring to the Credit         
Agreement, shall mean and be a reference to the Credit Agreement, as amended by 
this Letter Amendment.                                                          

         The Credit Agreement, the Notes and each of the other Loan Documents,
as specifically amended by this Letter Amendment, are and shall continue to be  
in full force and effect and are hereby in all respects ratified and confirmed. 
Without limiting the generality of the foregoing, the Collateral Documents and  
all of the Collateral described therein do and shall continue to secure the     
payment of all Obligations of the Loan Parties under the Loan Documents, in each
case as amended by this Letter Amendment.  The execution, delivery and          
effectiveness of this Letter Amendment shall not, except as expressly provided  
herein, operate as a waiver of any right, power or remedy of any Lender or the  
Administrative Agent under any of the Loan Documents, nor constitute a waiver of
any provision of any of the Loan Documents.                                     

         If you agree to the terms and provisions hereof, please evidence such
agreement by executing and returning at least one counterpart of this Letter    
Amendment via facsimile and at least five original counterparts of this Letter  
Amendment, in each case to the attention of Anna Dodson-Csuti, c/o Shearman &   
Sterling, 599 Lexington Avenue, New York, NY 10022-6069, facsimile no. (212)    
848-7179.                                                                       

       This Letter Amendment may be executed in any number of counterparts
and by different 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.  Delivery of an executed counterpart of a
signature page to this Letter Amendment by telecopier shall be effective as     
delivery of a manually executed counterpart of this Letter Amendment.           

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This Letter Amendment shall be governed by, and construed in
accordance with, the laws of the State of New York.                             

         Very truly yours,

                            FOX KIDS HOLDINGS, LLC, as Guarantor

                      By:  Fox Kids Worldwide, Inc.,
                        as its Managing Member

         By /s/ HAIM SABAN
                                    --------------------------------------
   Name:
    Title:

                      FCN HOLDING, INC., as Borrower

            By /s/ JAY ITZKOWITZ
                                    --------------------------------------
   Name:
    Title:

            INTERNATIONAL FAMILY
                        ENTERTAINMENT, INC., as Borrower

         By /s/ HAIM SABAN
                                    --------------------------------------
   Name:
    Title:

                              SABAN ENTERTAINMENT, INC., as Borrower

         By /s/ HAIM SABAN
                                    --------------------------------------
   Name:
    Title:

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Agreed by each of the following Lenders                                         
as of the date first above written:                                             

CITICORP USA, INC.                                                              

By /s/ JUDITH FISHLOW MINTER                                                    
----------------------------------                                        
Name: Judith Fishlow Minter                                               
Title: Attorney-in-Fact                                                   

BANKBOSTON, N.A.                                                                

By /s/ ROBERT F. MILORDI                                                        
----------------------------------                                        
Name: Robert F. Milordi                                                   
Title: Managing Director                                                  

THE CHASE MANHATTAN BANK                                                        

By /s/ JOHN P. HALTMAIER                                                        
----------------------------------                                        
Name: John P. Haltmaier                                                   
Title: Vice President                                                     

BANK OF AMERICA NT & SA                                                         

By /s/ CARL F. SALAS                                                            
----------------------------------                                        
Name: Carl F. Salas                                                       
Title: Vice President                                                     

THE BANK OF NOVA SCOTIA                                                         

By /s/ Signed - Illegible Signature                                             
----------------------------------                                        
Name:                                                                     
Title:                                                                    

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FLEET BANK, N.A.                                                                

By /s/ TANYA CROSSLEY                                                           
----------------------------------                                        
Name: Tanya M. Crossley                                                   
Title: Vice President                                                     

THE INDUSTRIAL BANK OF JAPAN,                                                   
LIMITED, LOS ANGELES AGENCY                                                     

By /s/ STEVEN SALVOLDELLI                                                       
----------------------------------                                        
Name: Steven Savoldelli                                                   
Title: Vice President                                                     

NATIONSBANK OF TEXAS, N.A.,                                                     

By /s/ DANIEL J. RABBITT                                                        
----------------------------------                                        
Name: Daniel J. Rabbitt                                                   
Title: Vice President                                                     

TORONTO-DOMINION (TEXAS), INC.,                                                 

By /s/ FREDERIC B. HAWLEY                                                       
----------------------------------                                        
Name: Frederic Hawley                                                     
Title: Vice President                                                     

SOCIETE GENERALE, NEW YORK BRANCH,                                              

By /s/ ELAINE KHALIL                                                            
----------------------------------                                        
Name: Elaine Khalil                                                       
Title: Vice President                                                     

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THE BANK OF NEW YORK                                                            

By /s/ STEPHEN M. NETTLER                                                       
----------------------------------                                        
Name: Stephen M. Nettler                                                  
Title: Assistant Vice President                                           

BANQUE NATIONALE DE PARIS                                                       

By /s/ NUALA MARLEY                                                             
----------------------------------                                        
Name: Nuala Marley                                                        
Title: Vice President                                                     

By /s/ BRIAN M. FOSTER                                                          
----------------------------------                                        
Name: Brian M. Foster                                                     
Title: Vice President                                                     

THE MITSUBISHI TRUST AND BANKING                                                
CORPORATION, LOS ANGELES AGENCY                                                 

By /s/ YASUSHI SATOMI                                                           
----------------------------------                                        
Name: Yasushi Satomi                                                      
Title: Senior Vice President                                              

THE SUMITOMO BANK, LIMITED                                                      

By /s/ Signed - Illegible Signature                                             
----------------------------------                                        
Name:                                                                     
Title:                                                                    

CRESTAR BANK                                                                    

By /s/ J. ERIC MILLHAM/LBM                                                      
----------------------------------                                        
Name: J. Eric Millham                                                     
Title: Vice President                                                     

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THE DAI-ICHI KANGYO BANK, LIMITED                                               

By /s/ NANCY STENGEL                                                            
----------------------------------                                        
Name: Nancy Stengel                                                       
Title: AVP                                                                

THE FUJI BANK, LIMITED, LOS ANGELES AGENCY                                      

By: /s/ MASAHITO FUKUDA                                                         
----------------------------------                                        
Name: Masahito Fukuda                                                         
Title: Joint General Manager                                                  

Dates Referenced Herein

				Referenced-On Page
This ‘S-1/A’ Filing		Date		First		Last			Other Filings
Filed on:		2/20/98							None on these Dates
		12/4/97		1
		11/30/97		1
		11/21/97		1
		11/18/97		1
		10/28/97		1
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