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EXHIBIT 4.3
Execution Copy
INTERNATIONAL FAMILY ENTERTAINMENT, INC.
2877 Guardian Lane
Virginia Beach, Virginia 23452
AMENDMENT NO. 2 TO AMENDED AND RESTATED CREDIT AGREEMENT
As of November 15, 1996
THE FIRST NATIONAL BANK OF BOSTON,
as Agent for the Lenders
100 Federal Street
Boston, MA 02110
Attention: Robert F. Milordi
Managing Director
Ladies and Gentlemen:
The undersigned International Family Entertainment, Inc., a Delaware
corporation (the "Company"), hereby agrees with you, as agent for yourself and
each of the Lenders referred to below, as follows:
1. REFERENCE TO CREDIT AGREEMENT; DEFINITIONS. Reference is made to the
Amended and Restated Credit Agreement dated as of December 26, 1995, as amended
and as presently in effect (the "Credit Agreement"), among the Company, you and
certain other lenders (together with you, the "Lenders"), for which you are
acting as Agent. Terms defined in the Credit Agreement and not otherwise
defined herein are used herein with the meanings so defined.
2. AMENDMENT OF CREDIT AGREEMENT.
2.1. Amendment of Section 6.10.2. Section 6.10.2 of the Credit
Agreement is amended to read in its entirety as follows:
"6.10.2. So long as immediately before and after giving effect
thereto there shall exist no Default, the Company may make
Distributions on its common stock; provided, however, that, on any
date on which such a Distribution is proposed to be made, the
aggregate amount of all Distributions made pursuant to this Section
6.10.2 through such date shall not exceed the total of the
following amounts, in each case determined as of the date of any
proposed distribution: (i) $45,000,000, plus (ii) Net Cash Proceeds
to the Company from any issuance of Class B Common Stock from and
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after the date hereof, plus or minus the amounts set forth in the
following clauses (iii), (iv) or (v) whichever is applicable: (iii)
plus 50% of the excess of the Consolidated Net Income of the
Company and its Restricted Subsidiaries from and after January 1,
1994 to the date of the proposed Distribution, taken as a single
period, over the net losses (if any) of the Unrestricted
Subsidiaries from and after January 1, 1994 to the date of the
proposed Distribution, taken as a single period, (but only if such
excess is positive), (iv) minus 100% of the excess of the net
losses of the Unrestricted Subsidiaries from and after January 1,
1994 to the date of the proposed Distribution, taken as a single
period, over the positive Consolidated Net Income of the Company
and its Restricted Subsidiaries, if any, from and after January 1,
1994 to the date of the proposed Distribution, taken as a single
period, (v) minus 100% of the net losses of the Company and the
Restricted Subsidiaries from and after January 1, 1994."
3. CONSENT OF LENDERS. You hereby represent that you have obtained
the consent of the holders of the requisite amount of the Percentage Interests
to your execution of this Agreement as Agent.
4. MISCELLANEOUS. This Agreement, the Credit Agreement as amended
hereby and the other Credit Documents set forth the entire understanding of the
parties hereto with respect to the transactions contemplated hereby. The
invalidity or unenforceability of any term or provision hereof shall not affect
the validity or enforceability of any other term or provision hereof. The
headings of this Agreement are for convenience of reference only and shall not
alter or otherwise affect the meaning hereof. The Credit Agreement as amended
hereby is confirmed as being in full force and effect. This Agreement may be
executed in any number of counterparts which together shall constitute one
instrument, shall be a Credit Document, shall be governed by and construed in
accordance with the laws (other than the conflict of laws rules) of The
Commonwealth of Massachusetts and shall bind and inure to the benefit of the
parties hereto and their respective successors and assigns, including as such
successors and assigns all holders of any Credit Obligation.
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If the foregoing corresponds with your understanding of our
agreement, kindly sign this letter and the accompanying copies thereof in the
appropriate space below and return the same to the undersigned. This letter
shall become a binding agreement between you and the Company when you and the
Company shall each have received one or more copies hereof executed by you and
the Company.
Very truly yours,
INTERNATIONAL FAMILY
ENTERTAINMENT, INC.
By /s/ DAVID R. HUMPHREY
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Title: Senior Vice President
The foregoing Agreement is hereby accepted:
THE FIRST NATIONAL BANK OF BOSTON,
for itself and as Agent
By /s/ ROBERT F. MILORDI
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Title: Managing Director
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