Exhibit 1
TERMINATION TO ASSIGNMENT AND ASSUMPTION AGREEMENT
This TERMINATION TO ASSIGNMENT AND ASSUMPTION AGREEMENT (this
"Agreement"), dated as of June 11, 1997, is made and entered into by and between
The Christian Broadcasting Network, Inc., a Virginia corporation ("CBN") and
Regent University, a Virginia corporation ("Regent").
R E C I T A L S
WHEREAS, the parties have entered into that certain Assignment and
Assumption Agreement, dated as of June 30, 1992 (the "Assignment and Assumption
Agreement");
WHEREAS, it is intended that ▇▇▇ ▇▇▇▇▇▇▇▇▇, individually and as trustee
of the ▇▇▇▇▇▇▇▇▇ Charitable Remainder Unitrust, u/t/a dated January 22, 1990
(the "PR Charitable Trust"), and as trustee of the ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Irrevocable Trust, u/t/a dated December 18, 1996, the ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Irrevocable Trust, u/t/a dated December 18, 1996, and the ▇▇▇ ▇. ▇▇▇▇▇▇▇
Irrevocable Trust, u/t/a dated December 18, 1996 (the ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Irrevocable Trust, the ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Irrevocable Trust and the ▇▇▇ ▇.
▇▇▇▇▇▇▇ Irrevocable Trust, together, the "Irrevocable Trusts"), ▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ("▇▇▇ ▇▇▇▇▇▇▇▇▇"), as joint tenants, ▇▇▇
▇▇▇▇▇▇▇▇▇, individually, and as trustee of each of the ▇▇▇▇▇▇▇ and ▇▇▇▇
▇▇▇▇▇▇▇▇▇ Children's Trust, u/t/a dated September 18, 1995 (the "TR Family
Trust") and the ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Charitable Trust, u/t/a dated December 30,
1996 (the "TR Charitable Trust"), and as custodian to and for each of ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ and
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ under the Virginia Uniform Transfers to Minors Act (▇▇▇
▇▇▇▇▇▇▇▇▇, the PR Charitable Trust, the Irrevocable Trusts, ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇,
▇▇▇ ▇▇▇▇▇▇▇▇▇, the TR Family Trust and the TR Charitable Trust, collectively,
the "Robertsons"), and Fox Kids Worldwide, Inc., a Delaware corporation ("FKWW")
enter into that certain Stock Purchase Agreement, pursuant to which FKWW will
agree, on the terms and subject to the conditions therein, to purchase from the
Robertsons those shares of Class A Common Stock, par value $0.01 per share, of
International Family Entertainment, Inc., a Delaware corporation (the "Company")
(the "Class A Stock") in the form of Class B Common Stock, par value $0.01 per
share, of the Company (the "Class B Stock") issuable upon the conversion
thereof, and shares of Class B Stock owned by the Robertsons (as amended from
time to time in accordance with its terms, the "▇▇▇▇▇▇▇▇▇ Purchase Agreement");
WHEREAS, it is intended that CBN and FKWW enter into that certain Stock
Purchase Agreement, pursuant to which FKWW will agree, on the terms and subject
to the conditions therein, to purchase from CBN those shares of Class B Stock
owned by CBN (as amended from time to time in accordance with its terms, the
"CBN Purchase Agreement");
WHEREAS, it is intended that Regent and FKWW enter into that certain
Stock Purchase Agreement, pursuant to which FKWW will agree, on the terms and
subject to the conditions therein, to purchase from Regent those shares of Class
B Stock owned by Regent (as amended from time to time in accordance with its
terms, the "Regent Purchase Agreement");
WHEREAS, it is intended that FKWW, Liberty Media Corporation, a
Delaware corporation, and LIFE enter into that certain Contribution and Exchange
Agreement (as amended from time to time in accordance with its terms, the
"Contribution Agreement"), pursuant to which LIFE will agree, on the terms and
subject to the conditions therein, to contribute its shares of Class C Common
Stock, par value $0.01 per share, of the Company and its $23 million principal
amount of 6% Convertible Secured Notes due 2004 of the Company (the "Notes"), to
FKWW in exchange for shares of Series A Preferred Stock of FKWW;
WHEREAS, in connection with the execution of the Contribution
Agreement, LIFE and CBN have executed that certain Waiver, dated as of the date
hereof (the "Waiver"), which, subject to its terms and conditions, waives
certain rights under the Shareholder Agreement;
WHEREAS, as a condition to its willingness to enter into the Agreement
and Plan of Merger, dated as of the date hereof, by and among FKWW, Fox Kids
Merger Corporation, a Delaware corporation and wholly-owned subsidiary of FKWW,
and the Company (the "Merger Agreement"), the ▇▇▇▇▇▇▇▇▇ Purchase Agreement, the
CBN Purchase Agreement, the Regent Purchase Agreement and the Contribution
Agreement, FKWW has required that the parties agree to terminate the Assignment
and Assumption Agreement by entering into this Agreement; and
WHEREAS, it is intended that the termination of the Assignment and
Assumption Agreement pursuant to this Agreement shall be effective if and only
if the purchase of the Class B Stock provided for by the Regent Purchase
Agreement is consummated.
NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration given to each party hereto, the receipt of which is
hereby acknowledged, the parties agree as follows.
1. Termination. Effective upon (but not prior to) the earlier
of (i) the closing under the Regent Purchase Agreement and (ii) the Effective
Time of the Merger (as defined in the Merger Agreement), each and every
provision of the Assignment and Assumption Agreement shall be terminated in full
and from and after such date the Assignment and Assumption Agreement shall be
void and of no further force and effect, and the rights and obligations of the
parties thereunder shall terminate.
2. Miscellaneous.
2.1 Successors and Assigns. This Agreement
shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns. Other than as set forth in the immediately
succeeding sentence, no party may assign any of its rights, or delegate any of
its duties or obligation hereunder, under this Agreement without the prior
written consent of the other party, and any such purported assignment or
delegation shall be void ab initio.
2.2 Dispute Resolution. Any dispute or claim
arising hereunder shall be settled by arbitration. Any party may commence
arbitration by sending a written notice of arbitration to the other party.
The notice will state the dispute with particularity. The arbitration
hearing shall be commenced thirty (30) days following the date of delivery
of notice of arbitration by one party to the other, by the American
Arbitration Association ("AAA") as arbitrator. The arbitration shall be
conducted in Alexandria, Virginia in accordance with the commercial
arbitration rules promulgated by AAA, and each party shall retain the right to
cross-examine the opposing party's witnesses, either through legal counsel,
expert witnesses or both. The decision of the arbitrator shall be final,
binding and conclusive on all parties (without any right of appeal
therefrom) and shall not be subject to judicial review. As part of his decision,
the arbitrator may allocate the cost of arbitration, including fees of attorneys
and experts, as he or she deems fair and equitable in light of all relevant
circumstances. Judgment on the award rendered by the arbitrator may be entered
in any court of competent jurisdiction.
2.3 Governing Law. This Agreement shall be
governed by and construed both as to validity and performance and enforced
in accordance with the laws of the Commonwealth of Virginia without giving
effect to the choice of law principles thereof.
2.4 Counterparts. This Agreement may be
executed in any number of counterparts, each of which shall be deemed to be an
original, but all of which together shall constitute one and the same
instrument.
2.5 Headings. The section and subsection
headings contained in this Agreement are included for convenience only and
form no part of the agreement between the parties.
2.6 Amendments. This Agreement may not be
modified, amended, altered or supplemented, except upon the execution and
delivery of a written agreement executed by the parties hereto.
2.7 No Third Party Beneficiaries. This
Agreement is not intended to benefit, and shall not run to the benefit of or be
enforceable by, any other person or entity other than the Parties hereto and
their permitted successors and assigns.
IN WITNESS WHEREOF, the parties have executed this
Agreement as of the date first above written.
THE CHRISTIAN BROADCASTING
NETWORK, INC.
By: s/▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Its: President
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REGENT UNIVERSITY
By: s/▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Its: President
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