[LEGEND] EXHIBIT 10.1
as of February 10, 1997
Michael King
12829 Marlboro
Los Angeles, California 90049
Roger King
1301 Spanish River Road
Boca Raton, Florida 33432
Diana King
Lee's Hill Road
New Vernon, New Jersey 07920
Richard King
1073 Ocean Boulevard (A1A), Penthouse
Hillsboro Beach, Florida 33062
Shareholders' Agreement
_______________________
Greetings:
This letter agreement sets forth the agreement among us as to the
manner in which we will make public sales of any shares of Common Stock,
$.01 par value, of King World Productions, Inc. (the "Company") that we
own. This letter agreement is intended to supersede, in all respects, the
Stockholders' Agreement, dated as of May 1, 1991 (the "Prior Agreement")
among the Shareholders and the Company. The Prior Agreement is being
terminated by the Shareholders and the Company on the date hereof pursuant
to a separate written instrument. As used herein, the term "Shareholder"
shall mean each of the undersigned, and, with reference to any one such
Shareholder shall include any person (except for other Shareholders) with
whom such Shareholder's sales must be aggregated under Rule 144.
In making public sales (that is, sales on a securities exchange
or in the over the counter market) of Common Stock, the undersigned agree
as follows:
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1. Subject to Section 2 hereof, each Shareholder will have the
right to sell 25% of the maximum number of shares of Common Stock that is
permitted to be sold by all Shareholders, acting in concert, pursuant to
Rule 144, reduced by the number of shares of Common Stock that were
previously sold by such Shareholder within the three month period then
ended (or shares that represented a part of such Shareholder's allocation
which were transferred to another Shareholder's allocation by such Share-
holder and sold within the three month period then ended, or which still
may be sold by the transferee pursuant to the terms of the transfer). To
the extent that a reduction in the amount permitted to be sold by the
Shareholders pursuant to paragraph (e) of Rule 144 results in a negative
allocation to a Shareholder at any time, the allocations to Shareholders
with positive allocations shall be reduced in proportion to their respec-
tive allocations so that the aggregate sales permitted to be made by all
Shareholders will not at any time exceed the volume limitation of paragraph
(e) of Rule 144 at the time in effect. Reference dates for making any
determination required to be made pursuant to this paragraph with respect
to a particular Shareholder shall be the date on which such Shareholder
files a notice pursuant to paragraph (h) of Rule 144 with respect to such
sale. No Shareholder shall make any sale in violation of the volume
limitation or other applicable provisions of Rule 144, assuming for this
purpose that all Shareholders are "acting in concert" with respect to the
sales.
2. Any Shareholder may transfer all or any part of his or her
sale allocation determined pursuant to Section 1 to another Shareholder,
provided that written evidence of such transfer signed by the transferor is
obtained and retained by the transferee. For purposes of determining
whether a transferee of one or more other Shareholders' share allocations
has sold shares that were the subject of such transfers, the shares subject
to such transfers will be deemed the last shares sold and will be attribut-
ed to the transferors in proportion to the numbers of allocated shares that
they transferred to the transferee Shareholder.
3. The Shareholders agree to coordinate their sale activities
through one broker (the "coordinating broker") and to cooperate in the
filing of any Forms 144 that may be required. The coordinating broker
shall be PaineWebber, but the coordinating broker may be changed at any
time by written agreement among all of the Shareholders designating a
different coordinating broker.
4. Each Shareholder agrees to provide all other Shareholders
with reasonable notice of his or her intention to sell any shares of Common
Stock, or to transfer his or her right to sell any shares pursuant to
Section 2, and, if known, the approximate date on which such sale or
transfer shall take place, so that each other Shareholder (or a transferee
of a Shareholder's rights to sell shares hereunder) has a reasonable
opportunity to sell his or her shares at the same time as the Shareholder
providing the notice. Each Shareholder likewise agrees to notify all other
Shareholders in writing of any and all sales he or she has made promptly
after receipt of confirmation thereof.
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5. The provisions of this Agreement may be modified, amended,
revoked or waived only by a written instrument signed by each of the Share-
holders.
6. Each Shareholder shall cause any person or entity (except
for other Shareholders) whose sales must be aggregated with the sales of
such Shareholder under Rule 144 to agree to refrain from making any sales
that would cause the limitations on such Shareholders' sales hereunder to
be exceeded. A copy of such agreement shall be promptly distributed to all
other Shareholders. In addition, each Shareholder that transfers any
shares of Common Stock (other than by way of a public sale) to any such
person or entity agrees to treat sales by the transferee as his or her own
sales for purposes of this Agreement.
7. All notices and designations hereunder shall be in writing
delivered personally, by overnight courier service or transmitted by
telecopier, or given orally or by telephone and with written confirmation
by one of the foregoing means, addressed to each of the Shareholders at
their addresses as set forth above or to such other address as to which a
Shareholder provides notice of to the other Shareholders. A copy of any
notice given to Diana King hereunder shall, unless otherwise specified by
Diana King, be provided in the same time period and by the same means as
described above to Gold, Farrell & Marks (Attn: Alan R. Friedman), 41
Madison Avenue, New York, New York 10010. A copy of any notice given to
Michael King, Roger King and/or Richard King hereunder shall, unless
otherwise specified by Michael King, Roger King and/or Richard King, as
applicable, be provided in the same time period and by the same means as
described above to Robert Madden, 12400 Wilshire Boulevard, Suite 1220, Los
Angeles, California 90025.
8. A Shareholder shall be released from his or her obligations
under this Agreement and shall no longer be subject to its provisions if
(1) such Shareholder (a) is not, and has not been for a ninety day period,
an "affiliate" of the Company (within the meaning of paragraph (a)(1) of
Rule 144), and (b) is not acting in concert with any other Shareholder with
respect to his or her sales of Common Stock under Rule 144; or (2) such
Shareholder's aggregate ownership of Common Stock is less than 500,000
shares. The provisions of this agreement shall not apply to any shares of
Common Stock sold by a Shareholder pursuant to an effective registration
statement.
9. This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware.
10. This Agreement shall be construed, interpreted and applied
in a manner that furthers the Shareholders' mutual intention to afford each
Shareholder an equal opportunity to sell his or her shares in the public
securities markets, and to comply with the requirements of Rule 144 and
other applicable laws.
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11. This letter agreement may be executed in any number of
counterparts, each of which when executed shall be deemed an original, but
all of which taken together shall constitute one and the same agreement.
/s/ Roger King
__________________________________
Roger King
/s/ Michael King
__________________________________
Michael King
/s/ Richard King
__________________________________
Richard King
/s/ Diana King
__________________________________
Diana King
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