EX.2
FIRST AMENDMENT TO SUBORDINATED NOTE AGREEMENT
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This FIRST AMENDMENT TO SUBORDINATED NOTE AGREEMENT (the "First
Amendment"), is made the 4th day of September, 1997, by and among FOX
BROADCASTING COMPANY, a Delaware Corporation ("Lender"), FOX KIDS WORLDWIDE,
INC. (together with any successors or assigns, the "Borrower"), a Delaware
corporation, and CITICORP USA, INC., as administrative agent under the Senior
Loan Agreement.
WHEREAS, the parties hereto are parties to a certain Subordinated Note
Agreement, dated July 31, 1997 (the "Note Agreement"); and
WHEREAS, the parties hereto desire to amend the Note Agreement to change
the Maturity Date thereunder and to make certain correction thereto;
NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein, the parties hereto agree as follows:
1. Definitions. All capitalized terms used herein which are defined in
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the Note Agreement and not otherwise defined herein shall have their meanings as
defined in the Note Agreement.
2. Amendment to Section 2.2. Section 2.2 of the Note Agreement is hereby
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amended to delete the Maturity Date of "August 1, 2007" and to insert in lieu
thereof "September 30, 2007".
3. Amendment to Section 8.3. Section 8.3(A) of the Note Agreement is
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hereby amended to delete the words "Senior Agent and the other Senior Lenders"
from the seventh line thereof and to insert in lieu thereof the words "Senior
Agent or any of the other Senior Lenders."
4. Amendment to Section 8.4. Section 8.4 of the Note Agreement is hereby
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amended to delete the words "for the account of the Senior Lenders," from the
third line thereof.
5. Amendments to Section 8.5.
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5.1 Section 8.5 of the Note Agreement is hereby amended to insert the
words "any applicable" before the words "Insolvency Law" on the fourth line
thereof.
5.2 Section 8.5 of the Note Agreement is hereby amended to insert the
word "applicable" before the words "Insolvency Law" on the eleventh line
thereof.
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6. Amendments to Section 8.8.
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6.1 Section 8.8 of the Note Agreement is hereby amended to delete the
word "Lender" from the fourth line thereof and insert in lieu thereof the word
"Borrower".
6.2 Section 8.8 of the Note Agreement is hereby amended to delete the
words "and assets" from ninth line thereof.
7. Amendments to Section 8.9.
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7.1 Section 8.9(A) of the Note Agreement is hereby amended to insert
the word "of" after the word "payment" on the first line thereof.
7.2 Section 8.9(A) of the Note Agreement is hereby amended to delete
the word "agreement" from the fourth line thereof and insert in lieu thereof the
words "instrument, agreement or other document".
7.3 Section 8.9(B) of the Note Agreement is hereby amended to insert
the words "of the" before the word "property" on the first line thereof.
7.4 Section 8.9(B) of the Note Agreement is hereby amended to insert
the words "of any person" after the word "assets" on the second line thereof.
8. Miscellaneous.
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8.1 On and after the date hereof, each reference in the Note
Agreement to the terms "this Agreement," "hereunder," "hereof," "hereby,"
"herein" or other similar terms shall be deemed to be a reference to the Note
Agreement as amended by this First Amendment.
8.2 Except as hereby amended, the Note Agreement shall continue in
full force and effect.
8.3 This First Amendment may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which when so executed and delivered shall be deemed to be an original and all
of which counterparts taken together shall constitute but one and the same
instrument.
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IN WITNESS WHEREOF, this First Amendment has been duly executed on the day
and year specified at the beginning hereof.
Borrower: FOX KIDS WORLDWIDE, INC.
By: /s/ ▇▇▇ ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Vice President and Assistant Secretary
Lender: FOX BROADCASTING COMPANY
By: /s/ ▇▇▇ ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇ ▇▇▇▇▇▇▇▇▇
Title:
Senior Agent: CITICORP USA, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇
Title: Attorney-in-fact
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