Exhibit 5
TERMINATION TO SHAREHOLDER AGREEMENT
This TERMINATION TO SHAREHOLDER AGREEMENT (this "Agreement"), dated as
of June 11, 1997, is made and entered into by and among M.G. "▇▇▇" ▇▇▇▇▇▇▇▇▇
("▇▇▇ ▇▇▇▇▇▇▇▇▇"), individually and as trustee of the ▇▇▇▇▇▇▇▇▇ Charitable
Remainder Unitrust, u/t/a dated January 22, 1990 (the "PR Charitable Trust"),
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ("▇▇▇ ▇▇▇▇▇▇▇▇▇"), individually and as trustee of the
▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Children's Trust, u/t/a dated September 18, 1995 (the
"TR Family Trust"), The Christian Broadcasting Network, Inc., a Virginia
corporation ("CBN"), Liberty IFE, Inc., a Colorado corporation ("LIFE"), and
International Family Entertainment, a Delaware corporation (the "Company")
R E C I T A L S
WHEREAS, the parties have entered into that certain Amended and
Restated Shareholder Agreement, dated as of September 1, 1995, which provides,
inter alia, for the grant to LIFE of certain rights of first refusal with
respect to sales of Class A Common Stock, par value $0.01 per share, of the
Company (the "Class A Stock"), the grant to LIFE and CBN of certain go along
rights, the grant to LIFE of a put option, the grant to LIFE and CBN of certain
registration rights, the covenant by the Company to issue no additional shares
of Class A Stock, and the grant to ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇, the PR
Charitable Trust, LIFE and CBN of certain preemptive rights (the "Shareholder
Agreement");
WHEREAS, it is intended that ▇▇▇ ▇▇▇▇▇▇▇▇▇, individually and as trustee
of 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 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 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 University, a Virginia corporation
("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 (the "Contribution") 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 Shareholder
Agreement by entering into this Agreement; and
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 of the Contribution under the Contribution Agreement and (ii)
the Effective Time of the Merger (as defined in the Merger Agreement), each and
every provision of the Shareholder Agreement shall be terminated in full and
from and after such date the Shareholder Agreement shall be void and of no
further force and effect, and the rights and obligations of the parties
thereunder shall terminate. If both the ▇▇▇▇▇▇▇▇▇ Purchase Agreement and the
Merger Agreement shall be terminated, this Agreement shall thereupon terminate
and be of no effect, unless the termination pursuant to this provision has
already become effective.
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 parties, 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.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
s/▇.▇. ▇▇▇▇▇▇▇▇▇
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M.G. "▇▇▇" ▇▇▇▇▇▇▇▇▇
THE ▇▇▇▇▇▇▇▇▇ CHARITABLE REMAINDER UNITRUST
s/▇.▇. ▇▇▇▇▇▇▇▇▇
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By: M.G. "▇▇▇" ▇▇▇▇▇▇▇▇▇, as Trustee
s/▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
THE ▇▇▇▇▇▇▇ AND ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ CHILDREN'S TRUST
s/▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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By: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, as Trustee
THE CHRISTIAN BROADCASTING NETWORK, INC.
By: s/▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Its: President
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LIBERTY IFE, INC.
By: s/▇▇▇▇▇ ▇▇▇▇
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Its:
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INTERNATIONAL FAMILY ENTERTAINMENT, INC.
By: s/▇.▇. ▇▇▇▇▇▇▇▇▇
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Its: Chairman of the Board
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