<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 5, 1997
REGISTRATION NO. 333-13721
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 3 TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------
FOUR MEDIA COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C> <C>
DELAWARE 7819 95-4599440
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.)
</TABLE>
2813 WEST ALAMEDA AVENUE
BURBANK, CA 91505-4455
(818) 840-7000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
----------------
ROBERT T. WALSTON
FOUR MEDIA COMPANY
2813 WEST ALAMEDA AVENUE
BURBANK, CA 91505-4455
TEL: (818) 840-7000
FAX: (818) 846-5197
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
----------------
COPIES TO:
YVONNE E. CHESTER, ESQ. SCOTT T. SMITH, ESQ.
TROY & GOULD PROFESSIONAL CORPORATION PILLSBURY MADISON & SUTRO LLP
1801 CENTURY PARK EAST, SUITE 1600 2700 SAND HILL ROAD
LOS ANGELES, CALIFORNIA 90067 MENLO PARK, CALIFORNIA 94025-7111
TEL: (310) 553-4441 TEL: (415) 233-4500
FAX: (310) 201-4746 FAX: (415) 233-4545
----------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: As soon as
practicable after this Registration Statement becomes effective.
----------------
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, as amended ("Securities Act"), check the following box. [_]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
----------------
CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
TITLE OF EACH CLASS OF PROPOSED MAXIMUM
SECURITIES AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED PRICE(1) REGISTRATION FEE
- ------------------------------------------------------------------------------
<S> <C> <C>
Common Stock, $.01 par value........... $97,750,000 $29,622(2)
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee.
(2) Previously paid.
----------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth an itemized statement of all expenses to be
incurred in connection with the issuance and distribution of the securities
that are the subject of this Registration Statement. All amounts shown, other
than the Securities and Exchange Commission registration fee and the NASD
filing fee, are estimates only.
<TABLE>
<S> <C>
Securities and Exchange Commission registration fee........... $ 29,622
NASD filing fee............................................... 10,275
Nasdaq National Market listing fee............................ 40,000
Printing expenses............................................. 125,000
Transfer agent fees........................................... 5,000
Legal fees and expenses....................................... 675,000
Accounting fees and expenses.................................. 300,000
"Blue sky" fees and expenses.................................. 30,000
Miscellaneous expenses........................................ 185,103
IPO insurance premium......................................... 700,000*
----------
Total....................................................... $2,100,000
==========
</TABLE>
- --------------------
*TSP will pay $300,000 and the Company will pay $400,000 of the IPO insurance
premium.
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Certificate of Incorporation and the Bylaws of the Company provide for
the indemnification of directors and officers to the fullest extent permitted
by the General Corporation Law of the State of Delaware (the "GCL").
Section 145 of the GCL authorizes indemnification when a person is made a
party to any proceeding by reason of the fact that such person is or was a
director, officer, employee or agent of the corporation or was serving as a
director, officer, employee or agent of another enterprise, at the request of
the corporation, and if such person acted in good faith and in a manner
reasonably believed by him or her to be in, or not opposed to, the best
interests of the corporation. With respect to any criminal proceeding, such
person must have had no reasonable cause to believe that his or her conduct
was unlawful. If it is determined that the conduct of such person meets these
standards, he or she may be indemnified for expenses incurred and amounts paid
in such proceeding if actually and reasonably incurred by him or her in
connection therewith.
If such a proceeding is brought by or on behalf of the corporation (i.e., a
derivative suit), such person may be indemnified against expenses actually and
reasonably incurred if he or she acted in good faith and in a manner
reasonably believed by him or her to be in, or not opposed to, the best
interests of the corporation. There can be no indemnification with respect to
any matter as to which such person is adjudged to be liable to the
corporation; however, a court may, even in such case, allow such
indemnification to such person for such expenses as the court deems proper.
Where such person is successful in any such proceeding, he or she is entitled
to be indemnified against expenses actually and reasonably incurred by him or
her. In all other cases, indemnification is made by the corporation upon
determination by it that indemnification of such person is proper because such
person has met the applicable standard of conduct.
The Underwriting Agreement, the form of which is included as Exhibit 1.1 to
this Registration Statement, provides that the Company shall indemnify the
Underwriters under certain circumstances and the Underwriters shall indemnify
the officers and directors of the Company under certain circumstances.
II-1
<PAGE>
The Company has entered into separate but identical indemnity agreements
(the "Indemnity Agreements") with each director and executive officer of the
Company (the "Indemnitees"). The Indemnity Agreements provide that the Company
will indemnify each Indemnitee against payment of and liability for any and
all expenses actually and reasonably incurred by the Indemnitee in defending
or investigating a claim, by reason of the fact that the Indemnitee is or was
a director and/or officer of the Company or is or was serving at the request
of the Company as a director, officer, employee or agent of another
corporation, partnership, or other enterprise, provided it is determined that
the Indemnitee acted in good faith and reasonably believed his actions to be
in the best interests of the Company.
The Company has agreed to purchase officers' and directors' insurance
covering liability for acts by such persons in their capacity as a director
and/or officer of the Company. Such insurance policy is expected to cost
approximately $600,000 and will cover a period of three years.
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES
On October 1, 1996, the Company sold 100,000 shares of Common Stock to
Technical Services Partners, L.P., a Delaware limited partnership ("TSP"), in
consideration for $1,000, and on October 17, 1996, the Company issued
5,900,000 shares of Common Stock to TSP in exchange for 1,000 shares of common
stock of 4MC Burbank. On November 19, 1996 the Company distributed a stock
dividend to TSP of 475,000 shares of its Common Stock. The general partner of
TSP is Technical Services Holdings Inc. ("Holdings"), a corporation of which
all of the voting capital stock is owned by Steinhardt Partners, L.P. The non-
voting capital stock of Holdings is owned by Institutional Partners, L.P.,
S.P. International S.A., Steinhardt Overseas Fund, Ltd, Compact Video Group,
Inc., Image Transform Inc., Compact Video Services, Inc. and Meridian Studios,
Inc. The managing general partner of Steinhardt Partners, L.P. is Michael
Steinhardt. The shares issued on October 1, October 17, and November 19, 1996
were issued pursuant to exemptions available under Section 4(2) of the
Securities Act of 1933, as amended (the "Securities Act").
The following table represents stock options granted within the past three
years:
<TABLE>
<CAPTION>
AMOUNT OF
DATE ISSUED SECURITYHOLDER TITLE OF SECURITIES SECURITIES CONSIDERATION
----------- -------------- ------------------- ---------- ------------------------
<C> <C> <C> <C> <S>
November 19, 1996 Officer Options to purchase 100,000 Exercise price is $11.70
Common Stock per share
Effective date of Directors Options to purchase 200,000 Exercise price is the
Registration Common Stock initial public offering
Statement price per share in this
offering
Effective date of Director Nominees Options to purchase 200,000 Exercise price is the
Registration Common Stock initial public offering
Statement price per share in this
offering
</TABLE>
II-2
<PAGE>
ITEM 16. EXHIBITS AND FINANCIAL STATEMENTS
(a) The following exhibits, which are furnished with this Registration
Statement or incorporated herein by reference, are filed as part of this
Registration Statement:
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
------- -------------------
<C> <S>
1.1 Form of Underwriting Agreement.(3)
3.1 Certificate of Incorporation of the Company.(1)
3.2 Bylaws of the Company.(1)
4.1 Specimen Common Stock Certificate.(3)
5.1 Opinion of Troy & Gould Professional Corporation.(3)
10.1 Four Media Company 1997 Stock Plan and Stock Option Agreement.(2)
10.2 Four Media Company 1997 Director Option Plan and Director Stock Plan
Stock Option Agreement, as amended.(3)
10.3 Form of Indemnity Agreement between the Company and each of its
officers and directors.(1)
10.4 Agreement dated as of February 13, 1995 between MTV Asia LDC and Four
Media Company Asia PTE. Ltd.+(2)
10.5 Guaranty by Viacom International Inc. of MTV Asia's obligations to
Four Media Company Asia PTE Ltd. dated February 13, 1995.(1)
10.6 Guaranty by Four Media Company of obligations of Four Media Company
Asia PTE Ltd. to MTV Asia dated February 13, 1995.(1)
10.7 January 18, 1996 Amendment Letter re Agreement dated as of February
13, 1995 between MTV Asia LDC and Four Media Company Asia PTE.
Ltd.+(1)
10.8 Uplink-Playback Service Deal Memorandum between TVN Entertainment
Corporation and Compact Video Services, Inc. dated November 20, 1989,
as amended.+(1)
10.9 Letter Agreement between Four Media Company and TVN Entertainment
Corporation dated March 18, 1996.+(1)
10.10 Agreement for Term Loan Facilities between The Hong Kong and Shanghai
Banking Corporation Limited and Four Media Company Asia PTE. Ltd.
dated February 22, 1995.(1)
10.10A Letter Agreement dated October 31, 1996 and Supplemental Loan
Agreement dated February 3, 1997, amending the Agreement for Term
Loan Facilities between The Hong Kong and Shanghai Banking
Corporation Limited and Four Media Company Asia PTE. Ltd. dated
February 22, 1995. (filed herewith)
10.11 Deed of Subordination between Four Media Company, Four Media Company
Asia PTE LTD and The Hong Kong and Shanghai Banking Corporation
Limited dated February 22, 1995.(1)
10.12 Deed of Debenture between Four Media Company Asia PTE LTD. and The
Hong Kong and Shanghai Banking Corporation Limited dated February 22,
1995.(1)
10.13 Deed of Assignment between Four Media Company Asia PTE LTD and The
Hong Kong and Shanghai Banking Corporation Limited dated February 22,
1995.(1)
10.14 Guarantee by Four Media Company of Four Media Company Asia PTE Ltd.
liabilities to The Hong Kong and Shanghai Banking Corporation Limited
dated February 16, 1995.(1)
10.15 Satellite Services Agreement re Transponder 7 between Global Access
Telecommunications Services, Inc. and Four Media Company dated April
12, 1996.(1)
10.16 Satellite Services Agreement re Transponder 5 between Global Access
Telecommunications Services, Inc. and Four Media Company dated April
12, 1996.(1)
</TABLE>
II-3
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
------- -------------------
<C> <S>
10.17 Global Access Telecommunications Services, Inc. Standard Terms and
Conditions.(1)
10.18 August 28, 1996 Letter Amendment to the Satellite Services Agreement
re Transponder 5 dated April 12, 1996 and to the Satellite Services
Agreement re Transponder 7 dated April 12, 1996.(1)
10.19 Financing agreement between The CIT Group/Business Credit, Inc., The
CIT Group/Equipment Financing, Inc., 4MC-Burbank, Inc. and Digital
Magic Company dated October 17, 1996.(2)
10.20 Lease between Singapore Telecommunications Limited and Four Media
Company Asia PTE Ltd. commencing December 15, 1994.(1)
10.21 Office Building Lease between Ford Motor Credit Company and Four Media
Company dated August 1, 1994.(1)
10.22 Employment Agreement between the Company and Robert T. Walston dated
October 1, 1996, as amended.(3)
10.23 Employment Agreement between the Company and John H. Donlon dated as
of October 1, 1996.(2)
10.24 Employment Agreement between the Company and John H. Sabin dated as of
October 1, 1996.(2)
10.25 Employment Agreement between the Company and Gavin W. Schutz dated as
of October 1, 1996, as amended.(3)
10.26 Employment Agreement between the Company and Robert Bailey dated as of
October 1, 1996.(2)
10.27 Purchase and Sale Agreement and Escrow Instructions between C.P.
Private Partners, L.P.I. and Four Media Company dated July 29,
1996.(1)
10.28 August 1, 1996 Amendment Letter re Agreement dated as of February 13,
1995 between MTV Asia and Four Media Company Asia PTE Ltd.+(2)
10.29 Term Loan Agreement between Tokai Bank of California and Four Media
Company dated December 5, 1996.(3)
21.0 List of Subsidiaries.(1)
23.1 Consent of Coopers & Lybrand L.L.P. (filed herewith)
23.2 Consent of Troy & Gould Professional Corporation (contained in Exhibit
5.1).(3)
23.3 Consent of Paul Bricault. (filed herewith)
23.4 Consent of Thomas Wertheimer. (filed herewith)
24.1 Power of Attorney (contained in Part II).(1)
27.1 Financial Data Schedule.(1)
</TABLE>
- --------------------
+ Portions of exhibits deleted and filed separately with the Securities and
Exchange Commission pursuant to a request for confidentiality.
(1) Previously filed with the Company's Registration Statement filed October
8, 1996 (File No. 333-13721).
(2) Previously filed with Amendment No. 1 to the Company's Registration
Statement filed December 27, 1996.
(3) Previously filed with Amendment No. 2 to the Company's Registration
Statement filed February 4, 1997.
(b) Schedules are omitted since the required information is not present in
amounts sufficient to require submission of schedules or because the
information required is included in Registrant's Consolidated Financial
Statements and Notes thereto.
ITEM 17. UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes to provide to the
Underwriter at the closing specified in the Underwriting Agreement
certificates in such denominations and registered in such names as required by
the Underwriter to permit prompt delivery to each purchaser.
(b) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification
II-4
<PAGE>
is against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.
(c) The undersigned Registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act,
the information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form
of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act shall be deemed to be part of this
Registration Statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities
Act, each post-effective amendment that contains a form of prospectus shall
be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
II-5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Amendment to the Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of
Burbank, State of California, on February 5, 1997.
Four Media Company
/s/ Robert T. Walston
By: _________________________________
ROBERT T. WALSTON CHIEF EXECUTIVE
OFFICER
Pursuant to the requirements of the Securities Act of 1933, this Amendment
to the Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Robert T. Walston Chairman of the February 5, 1997
- ------------------------------------- Board and Chief
ROBERT T. WALSTON Executive Officer
(Principal
Executive Officer)
* President and February 5, 1997
- ------------------------------------- Director
JOHN H. DONLON
/s/ John H. Sabin Vice President, February 5, 1997
- ------------------------------------- Chief Financial
JOHN H. SABIN Officer (Principal
Financial and
Accounting Officer)
and Director
* Vice President, February 5, 1997
- ------------------------------------- Chief Technology
GAVIN W. SCHUTZ Officer and
Director
* Vice President, February 5, 1997
- ------------------------------------- Director of
ROBERT BAILEY Marketing and
Director
* Director February 5, 1997
- -------------------------------------
SHIMON TOPOR
* Director February 5, 1997
- -------------------------------------
EDWARD KIRTMAN
/s/ Robert T. Walston
*By: ________________________________
ROBERT T. WALSTON,
AS ATTORNEY-IN-FACT
</TABLE>
II-6
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT INDEX
------- -------------
<C> <S>
1.1 Form of Underwriting Agreement.(3)
3.1 Certificate of Incorporation of the Company.(1)
3.2 Bylaws of the Company.(1)
4.1 Specimen Common Stock Certificate.(3)
5.1 Opinion of Troy & Gould Professional Corporation.(3)
10.1 Four Media Company 1997 Stock Plan and Stock Option Agreement.(2)
10.2 Four Media Company 1997 Director Option Plan and Director Stock Plan
Stock Option Agreement, as amended.(3)
10.3 Form of Indemnity Agreement between the Company and each of its
officers and directors.(1)
10.4 Agreement dated as of February 13, 1995 between MTV Asia LDC and Four
Media Company Asia PTE. Ltd.+(2)
10.5 Guaranty by Viacom International Inc. of MTV Asia's obligations to
Four Media Company Asia PTE Ltd. dated February 13, 1995.(1)
10.6 Guaranty by Four Media Company of obligations of Four Media Company
Asia PTE Ltd. to MTV Asia dated February 13, 1995.(1)
10.7 January 18, 1996 Amendment Letter re Agreement dated as of February
13, 1995 between MTV Asia LDC and Four Media Company Asia PTE.
Ltd.+(1)
10.8 Uplink-Playback Service Deal Memorandum between TVN Entertainment
Corporation and Compact Video Services, Inc. dated November 20, 1989,
as amended.+(1)
10.9 Letter Agreement between Four Media Company and TVN Entertainment
Corporation dated March 18, 1996.+(1)
10.10 Agreement for Term Loan Facilities between The Hong Kong and Shanghai
Banking Corporation Limited and Four Media Company Asia PTE. Ltd.
dated February 22, 1995.(1)
10.10A Letter Agreement dated October 31, 1996 and Supplemental Loan
Agreement dated February 3, 1997, amending the Agreement for Term
Loan Facilities between The Hong Kong and Shanghai Banking
Corporation Limited and Four Media Company Asia PTE. Ltd. dated
February 22, 1995. (filed herewith)
10.11 Deed of Subordination between Four Media Company, Four Media Company
Asia PTE LTD and The Hong Kong and Shanghai Banking Corporation
Limited dated February 22, 1995.(1)
10.12 Deed of Debenture between Four Media Company Asia PTE LTD. and The
Hong Kong and Shanghai Banking Corporation Limited dated February 22,
1995.(1)
10.13 Deed of Assignment between Four Media Company Asia PTE LTD and The
Hong Kong and Shanghai Banking Corporation Limited dated February 22,
1995.(1)
10.14 Guarantee by Four Media Company of Four Media Company Asia PTE Ltd.
liabilities to The Hong Kong and Shanghai Banking Corporation Limited
dated February 16, 1995.(1)
10.15 Satellite Services Agreement re Transponder 7 between Global Access
Telecommunications Services, Inc. and Four Media Company dated April
12, 1996.(1)
10.16 Satellite Services Agreement re Transponder 5 between Global Access
Telecommunications Services, Inc. and Four Media Company dated April
12, 1996.(1)
10.17 Global Access Telecommunications Services, Inc. Standard Terms and
Conditions.(1)
10.18 August 28, 1996 Letter Amendment to the Satellite Services Agreement
re Transponder 5 dated April 12, 1996 and to the Satellite Services
Agreement re Transponder 7 dated April 12, 1996.(1)
10.19 Financing agreement between The CIT Group/Business Credit, Inc., The
CIT Group/Equipment Financing, Inc., 4MC-Burbank, Inc. and Digital
Magic Company dated October 17, 1996.(2)
10.20 Lease between Singapore Telecommunications Limited and Four Media
Company Asia PTE Ltd. commencing December 15, 1994.(1)
10.21 Office Building Lease between Ford Motor Credit Company and Four Media
Company dated August 1, 1994.(1)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT INDEX
------- -------------
<C> <S>
10.22 Employment Agreement between the Company and Robert T. Walston dated
October 1, 1996, as amended.(3)
10.23 Employment Agreement between the Company and John H. Donlon dated as
of October 1, 1996.(2)
10.24 Employment Agreement between the Company and John H. Sabin dated as of
October 1, 1996.(2)
10.25 Employment Agreement between the Company and Gavin W. Schutz dated as
of October 1, 1996, as amended.(3)
10.26 Employment Agreement between the Company and Robert Bailey dated as of
October 1, 1996.(2)
10.27 Purchase and Sale Agreement and Escrow Instructions between C.P.
Private Partners, L.P.I. and Four Media Company dated July 29,
1996.(1)
10.28 August 1, 1996 Amendment Letter re Agreement dated as of February 13,
1995 between MTV Asia and Four Media Company Asia PTE Ltd.+(2)
10.29 Term Loan Agreement between Tokai Bank of California and Four Media
Company dated December 5, 1996.(3)
21.0 List of Subsidiaries.(1)
23.1 Consent of Coopers & Lybrand L.L.P. (filed herewith)
23.2 Consent of Troy & Gould Professional Corporation (contained in Exhibit
5.1).(3)
23.3 Consent of Paul Bricault. (filed herewith)
23.4 Consent of Thomas Wertheimer. (filed herewith)
24.1 Power of Attorney (contained in Part II).(1)
27.1 Financial Data Schedule.(1)
</TABLE>
- --------------------
+ Portions of exhibits deleted and filed separately with the Securities and
Exchange Commission pursuant to a request for confidentiality.
(1) Previously filed with the Company's Registration Statement filed October 8,
1996 (File No. 333-13721).
(2) Previously filed with Amendment No. 1 to the Company's Registration
Statement filed December 27, 1996.
(3) Previously filed with Amendment No. 2 to the Company's Registration
Statement filed February 4, 1997.
<PAGE>
EXHIBIT 10.10A
[LETTERHEAD OF HONGKONG BANK]
PRIVATE & CONFIDENTIAL
31 October 1996
Four Media Company Asia Pte Ltd This Letter of
20 Choon Guan Street 604-00 Offer supersedes
City South Telephone Exchange our Letter of
Singapore 078809 Offer dated
24JUL96.
Attention: Robert T. Walston / Alan Unger
- -----------------------------------------
Dear Sirs
BANKING FACILITIES
With reference to the intended public listing of the new holding company, Four
Media Company, Delaware (FMCD) in the United States, we advise that we have
amended the terms and conditions for the undermentioned facilities which are
subject to review at any time and in any event, in JANUARY 1997:
1. FACILITIES PRESENT LIMITS PROPOSED LIMITS
---------- --------------- ---------------
A. General Banking Facilities
------------------------------
Guarantee SGD 90,000.00 SGD 40,000.00
B. Term Facility
-----------------
7 Year Term Loan SGD16,898,136.33 SGD16,898,136.33
2. SECURITY
--------
As security we currently hold a corporate guarantee from Four Media Company,
U.S.A. for SGD16.95 million with Board Resolution and Certificate of
Incumbency and Counsel's opinion. This will be released and be replaced by a
corporate guarantee from the new holding company, Four Media Company,
Delaware (FMCD) for SGD16.95 million together with Board Resolution and
Certificate of Incumbency and Counsel's opinion (form enclosed).
3. COVENANTS HELD
--------------
a) Four Media Company Asia Pte Ltd shall remain a 100% owned subsidiary of
Four Media Company, Burbank and more than 50% of the issued and paid-up
capital of Four Media Company, Burbank shall remain ultimately owned by
Steinhardt Organization (to be deleted). .../2
<PAGE>
[LETTERHEAD OF HONGKONG BANK]
- 2 -
- --------------------------------------------------------------------------------
b) Four Media Company Asia Pte Ltd shall advise the Bank of any development
/ changes / problems with contract with MTV Asia (held).
c) Gearing covenant shall be as follows:
Year 1 : Not to exceed 2.40:1
Year 2 : Not to exceed 2.30:1
Year 3 : Not to exceed 2.20:1
Year 4 to 5 : Not to exceed 1.50:1
Year 6 to 7 : Not to exceed 1.10:1
d) Repayment of subordination of shareholders' loans shall be allowed in
compliance with covenants.
Additional Covenants To Be Obtained
-----------------------------------
e) In the event of a public listing of FMCD, the combined shareholding of
Robert Walston and key management including James Donlon, John Sabin,
Gavin Schutz and Robert Bailey shall be maintained at the post listing
level with the minimum percentage being 15.00% until 15 April 2000.
Thereafter the bank shall be notified prior to any change in the
shareholding of the above shareholders.
f) FMCD, the guarantor, shall notify the bank prior to its entering into
contingent liabilities in the amounts of USD1.0 million and above.
Contingent liabilities are defined as any contingent items such as
corporate guarantees, guarantees, performance bonds, standby DCs or DCs
which will not be reflected as primary liabilities in the guarantor's
audited financial statements.
g) The consolidated net worth of the guarantor, FMCD, shall be no less than
USD22.0 million as at the end of each January and the respective
financial year end, i.e. July.
h) The consolidated financial condition of the guarantor, FMCD, after the
transfer of all shares of operating entities shall not adversely differ
from the audited consolidated accounts of the existing holding company,
Four Media Company, Burbank as at financial year ending 04 August 1996.
i) The employment contracts for Robert T. Walston and Gavin Schutz shall be
extended throughout the term of the loan facility. .../3
<PAGE>
[LETTERHEAD OF HONGKONG BANK]
- 3 -
- --------------------------------------------------------------------------------
All Securities, Terms and Conditions enumerated in our Letter of Offer dated 28
January 1996 and previously executed loan facility documentation remain
unchanged.
We are pleased to be of assistance to you and shall be grateful if you could
arrange for the authorized signatories of the company, in accordance with the
terms of the mandate given to the Bank, to sign and return to us the duplicate
copy of this letter together with a Certified True Copy of your Board Resolution
and the enclosed document by 22 November 1996 to signify your confirmation as to
----------------
the correctness of the securities held and your understanding and acceptance of
the terms and conditions under which these facilities are granted.
Yours faithfully
/s/ ISABELLA CHEONG /s/ LILIAN YAP
- ------------------------------ --------------------------------
ISABELLA CHEONG LILIAN YAP
DEPUTY MANAGER MANAGER
KW/al
We confirm our acceptance of the terms and conditions stated herewith.
/s/ ROBERT T. WALSTON
- --------------------------------
For and on behalf of
FOUR MEDIA COMPANY ASIA PTE LTD
NAME: ROBERT T. WALSTON
DESIGNATION: MANAGING DIRECTOR
DATE: 1/3/97
<PAGE>
[LETTERHEAD OF LEE & LEE]
4 February 1997
Four Media Company Asia Pte. Ltd. BY FAX & POST
30 Choon Guan Street (Fax: 420 2732)
#04-00, City South Telephone Exchange No. of pages: 15
Singapore 079809
Attention: Mr. Alan Unger
- -------------------------
Greenburg Glusker Fields Claman & Machtinger BY FAX & POST
1900 Avenue of the Stars (Fax: 001-1-310-553-0687)
Suite 2100 No. of pages: 15
Los Angeles
California 90067-4590
United States of America
Attention: Ms. Jill A. Cossman
- ------------------------------
Dear Sirs:
S$16,950,000 MILLION TERM LOAN FACILITY ("THE FACILITY") TO FOUR MEDIA COMPANY
ASIA PTE. LTD. ("4MCA") FROM THE HONGKONG AND SHANGHAI BANKING CORPORATION
LIMITED ("THE BANK") -- REORGANIZATION OF FOUR MEDIA COMPANY, BURBANK ("4MC
BURBANK").
We refer to the above matter.
We enclose herewith a copy of the Supplemental Loan Agreement dated 3 February
1997 executed by 4MCA and the Bank for your information. We will be attending to
the stamping of the same today.
Please let us have the originals of the documents listed in Clauses 4.1(1) (a)
---------
to (f) as soon as possible.
Yours faithfully
/s/ LEE & LEE
- -------------------
Lee & Lee
enc.
cc Clients (without enc)
Attention: Ms. Isabelle Cheong/Ms. Annie Ng (Fax: 338 1894)
-------------------------------------------
<PAGE>
BETWEEN
FOUR MEDIA COMPANY ASIA PTE LTD
and
THE HONGKONG AND SHANGHAI BANKING CORPORATION
---------------------------
SUPPLEMENTAL LOAN AGREEMENT
---------------------------
LEE & LEE
5 Shanton Way, Level 19
UIC Building
Singapore 088808
<PAGE>
THIS SUPPLEMENTAL LOAN AGREEMENT is dated 3 February 1997 and made BETWEEN:
(1) FOUR MEDIA COMPANY ASIA PTE LTD, a company incorporated in Singapore and
having its registered office at 30 Choon Guan Street, #04-00, City South
Telephone Exchange, Singapore 079809 ("the Borrower"); and
(2) THE HONGKONG AND SHANGHAI BANKING CORPORATION LIMITED, a company
incorporated in Hong Kong and having a place of business at 40-A Orchard
Road #01-00, MacDonald House, Singapore 238838 ("the Bank")
and is supplemental to a Loan Agreement dated 22nd February 1995 ("the Loan
Agreement") made between the Borrower and the Bank, pursuant to which the Bank
agreed to make available to the Borrower a term loan facility of up to Singapore
Dollars Sixteen Million Nine Hundred and Fifty Thousand (S$16,950,000) ("the
Facility").
WHEREAS:
- -------
A. It was a term of the Bank's agreement to make available the Facility to the
Borrower that Four Media Company, a corporation incorporated in the state of
Delaware, the United States of America ("U.S.A.") ("the Original Guarantor")
with its principal place of business at 2813 West Alameda Avenue, Burbank,
California 91505-4456, U.S.A. execute in favour of the Bank a guarantee and
a deed of subordination both as security for the Borrower's obligations
under the Loan Agreement.
B. The Original Guarantor had on 16 and 22 February 1995 executed a guarantee
("the Existing Guarantee") and a deed of subordination ("the Existing Deed
of Subordination") in favour of the Bank respectively. The Borrower was a
wholly owned subsidiary of the Original Guarantor at the time of execution
of the Existing Deed of Guarantee and the Existing Deed of Subordination.
C. The Original Guarantor had on 25 September 1996 changed its name from "Four
Media Company" to "4MC-Burbank, Inc".
D. Pursuant to a reorganization exercise ("the Reorganization"), a holding
company under the name of "Four Media Company" was on 25 September 1996
incorporated in the state of Delaware, U.S.A. ("4MC Delaware") with its
principal place of business at 2813 West Alameda Avenue, Burbank, California
91505-4455, U.S.A. which acquired, on 17 October 1996, all the outstanding
capital stock of or, as the case may be, the issued shares in, inter alia,
the Original Guarantor and the Borrower.
E. The Borrower has requested the Bank and the Bank has agreed, inter alia, to
the Reorganization on and subject to (i) the provision of, inter alia, a
corporate guarantee by 4MC Delaware (in terms substantially similar to the
Existing Guarantee) and (ii) the terms and conditions hereinafter set out.
NOW IT IS HEREBY AGREED AS FOLLOWS:
- ----------------------------------
1. INTERPRETATION;
--------------
<PAGE>
- 2 -
1.1 In this Supplemental Loan Agreement, all words and phrases defined in the
Loan Agreement and not otherwise defined herein shall bear the meanings
ascribed to them in the Loan Agreement.
2. AMENDMENTS TO THE LOAN AGREEMENT:
--------------------------------
2.1 Clause 1.02 shall be amended as follows:
(i) by deleting the word "Guarantor" at the end of the definition of
"Deed of Subordination" and replacing with the words "Subordinated
Lender";
(ii) by inserting after the definition of "First Drawdown Date" the
following new definition:
""Group" means the Guarantor and its Subsidiaries;";
(iii) by inserting after the word "incorporated" in the first line of the
definition of "Guarantor" the words "on 25 September 1996";
(iv) by inserting after the definition of "Project Costs" the following
new definition:
""Reorganization" means the reorganization exercise pursuant to
which the Guarantor acquired all the outstanding capital stock of,
or, as the case may be, the issued shares in, inter alia, the
Subordinated Lender and the Borrower;" and
(v) by inserting after the definition of "Repayment Dates" the following
new definition:
""Subordinated Lender" means 4MC-Burbank, Inc. (previously known as
"Four Media Company") a corporation incorporated in the state of
Delaware, the United States of America with its principal place of
business at 2813 West Alameda Avenue, Burbank, California 91805-
445, U.S.A.".
2.2 Clause 5.01(a) shall be amended by inserting the words "each of" before,
and the words "and the Subordinated Lender" after, the words "the
Guarantor" respectively in the first line thereof.
2.3 Clause 5.01(c) shall be amended by inserting the words "each of" before,
and the words "and the Subordinated Lender" after, the words "the
Guarantor" respectively in the first line thereof.
2.4 Clause 5.01(f) shall be amended as follows:
(i) by replacing the word "and" in the first line thereof with a comma;
(ii) by inserting the words "and the Subordinated Lender" after the words
"the Guarantor" in the first, fifth and ninth lines thereof; and
<PAGE>
(iii) by replacing the word "or" in the fifth and ninth lines thereof with
a comma.
2.5 Clause 5.01(g)(i) shall be amended as follows:
(i) by inserting after the word "Guarantor" in the seventh line thereof
the words "or the Subordinated Lender"; and
(ii) by replacing the word "its" in the seventh line thereof with the
words "their respective".
2.6 Clause 5.01(h) shall be amended as follows:
(i) by replacing the word "or" in the fifth line thereof with a comma;
and
(ii) by inserting after the words "the Guarantor" in the fifth line
thereof the words "or the Subordinated Lender".
2.7 Clause 5.01(i) shall be amended as follows:
(i) by replacing the word "and" in the fourth line with a comma;
(ii) by inserting after the words "the Guarantor" in the fourth line
thereof the words "and the Subordinated Lender";
(iii) by replacing the word "or" in the fourth line of sub-section (i)
with a comma;
(iv) by inserting after the words "the Guarantor" in the fourth line of
sub-section (i) the words "or the Subordinated Lender";
(v) by replacing the word "or" in the second, sixth and eighth lines of
sub-section (ii) with a comma;
(vi) by inserting after the word "Guarantor" in the second, seventh and
eighth lines of sub-section (ii) the words "or the Subordinated
Lender";
(vii) by replacing the word "or" in the second and fourth lines of
sub-section (iii) with a comma;
(viii) by inserting after the word "Guarantor" in the second line of
sub-section (iii) the words "or the Subordinated Lender"; and
(ix) by inserting after the word "Guarantor's" in the fourth line of
sub-section (iii) the words "or the Subordinated Lender's".
2.8 Clause 5.01(j) shall be amended as follows:
(i) by inserting after the words "Borrower and" in the second line
thereof the following words:
<PAGE>
- 4 -
"the latest audited consolidated and unconsolidated balance sheets
and profit and loss accounts of";
(ii) by inserting after the words "the Guarantor" in the second line
thereof the words "and the Subordinated Lender"; and
(iii) by inserting after the words "the Borrower" in the sixth and
seventh lines thereof the words ", the Guarantor and the
Subordinated Lender respectively".
2.9 Clause 5.01(k) shall be amended as follows:
(i) by replacing the word "or" in the second line thereof with a comma;
and
(ii) by inserting after the word "Guarantor" in the third line thereof
the words "or the Subordinated Lender".
2.10 Clause 5.01(l) shall be amended as follows:
(i) by replacing the word "and" in the second line thereof with a
comma; and
(ii) by inserting after the words "the Guarantor" in the second line
thereof the words "and the Subordinated Lender".
2.11 Clause 5.01(m) shall be amended by deleting the following words in the
first to the fourth lines thereof:
"and more than 50 per cent of the issued and paid-up share capital of the
Guarantor is ultimately owned by entities controlled by Michael Steinhardt
(Social Security No. 116-300-670)".
2.12 Clause 5.02 shall be amended as follows:
(i) by inserting at the end of the fourth line thereof the words "most
recent audited consolidated and unconsolidated balance sheets and
profit and loss accounts of the"; and
(ii) by inserting after the word "Guarantor" in the fifth line thereof
the words "and the Subordinated Lender".
2.13 Clause 6.01(a) shall be amended as follows:
(i) by inserting after the words "the Guarantor" in the first line
thereof the words "and the Subordinated Lender";
(ii) by inserting after the words "respective audited financial
statements" in the fourth line thereof the following words:
"(in the case of the Borrower) and audited consolidated and
<PAGE>
- 5 -
unconsolidated financial statements (in the case of the Guarantor
and the Subordinated Lender)";
(iii) by replacing the word "and" in the seventh line thereof with a
comma; and
(iv) by inserting after the words "the Guarantor's" in the seventh line
thereof the words "and the Subordinated Lender's".
2.14 Clause 6.01(d) shall be amended as follows:
(i) by replacing the word "and" in the first line thereof with a comma;
(ii) by inserting after the words "the Guarantor" in the first line
thereof the words "and the Subordinated Lender"; and
(iii) by inserting after the words "the Guarantor" in the fifth line
thereof the words "and/or the Subordinated Lender".
2.15 Clause 6.01(g) shall be amended as follows:
(i) by replacing the word "or" in the third line thereof with a comma;
and
(ii) by inserting after the words "the Guarantor" in the third line
thereof the words "or the Subordinated Lender".
2.16 Clause 6.01(o) shall be amended as follows:
(i) by replacing the word "or" in the sixth and seventh lines thereof
with a comma; and
(ii) by inserting after the words "the Guarantor" in the sixth and
seventh lines thereof the words "or the Subordinated Lender".
2.17 Clause 6.01(p) shall be amended by replacing the word "Guarantor" in
sub-sections (i) and (ii) thereof with the words "Subordinated Lenders";
2.18 Clause 6.01(s) shall be amended by deleting the following words in the
second to fourth lines thereof:
"and the Guarantor shall not permit or suffer to permit any change in
control of more than 50 per cent. of its issued and paid-up share
capital".
2.19 Clause 6.01(v) shall be amended as follows:
(i) by replacing the word "Guarantor" in the third and fourth lines
thereof with the words "Subordinated Lender"; and
(ii) by deleting the word "and" at the end thereof.
<PAGE>
- 6 -
2.20 Clause 6.01(w) shall be amended by deleting the words "use its best
endeavours to" in the first line thereof and inserting the word "and" at
the end thereof.
2.21 Clause 6.01 shall be amended by inserting a new Clause 6.01(x) as follows:
"that the Borrower shall forthwith notify the Bank of any development or
change in, or problems arising from the performance or otherwise of, the
MTV Contract which may materially and adversely affect the ability of the
Borrower to perform its obligations thereunder and under this Agreement
and/or the Security Documents.".
2.22 Clause 6 shall be amended by inserting a new Clause 6.03 after Clause 6.02
as follows:
"The Borrower hereby undertakes with the Bank from the date of this
Agreement and for so long thereafter as the Term Loan or any other sum
hereunder or under any of the Security Documents remains outstanding:
(a) that the Borrower shall procure that, upon the closing of the public
offering of the issued and outstanding stock of the Guarantor on the
Nasdaq National Market:
(i) the aggregate beneficial shareholding of Robert T. Walston,
John H. Donlon, John H. Sabin, Gavin W. Schutz and Robert
Bailey in the issued and paid up capital of the Guarantor shall
not at any time on or before 15 April 2000 be less than 15 per
cent. of the issued and outstanding stock of the Guarantor;
(ii) the Bank shall be notified promptly of any change in the
beneficial shareholding of any of the persons named in sub-
clause (a)(i) occurring after 15 April 2000;
(b) that the Borrower shall procure that the Guarantor shall give the
Bank not less than 14 days' prior notification of its intention to
enter into contingent liabilities exceeding in aggregate
US$1,000,000. For the purpose of this sub-clause (b), "contingent
liabilities" shall include any liability arising under any
guarantees, performance bonds, letters of credit or documentary
credits which will not be reflected as primary liabilities in the
Guarantor's audited consolidated and unconsolidated financial
statements;
(c) that the Borrower shall procure that the Consolidated Tangible Net
Worth of the Guarantor shall not be less than US$22,000,000 as at the
end of January and July. For the purpose of this sub-clause (c),
"Consolidated Tangible Net Worth" means the aggregate of the amount
paid up or credited as paid up on the issued share capital of the
Guarantor and the amounts standing to the credit of the capital and
revenue reserves of the Group (including any share premium account,
capital redemption reserve fund, revaluation reserves and profit and
loss account), all as shown by the latest audited consolidated
balance sheet
<PAGE>
- 7 -
of the Group but:
(i) adjusted as may be appropriate to reflect any variation in the
amount of such paid up share capital or the amounts standing to
the credit of such capital and revenue reserves (such capital
and revenue reserves not to include any unaudited gains or
profits and deducting from such capital and revenue reserves
any losses or provisions for losses, whether audited or
unaudited) since the date of such latest consolidated balance
sheet;
(ii) (save to the extent actually accounted for in the preparation
of the consolidated balance sheet) deducting therefrom any
amounts attributable to goodwill (including goodwill arising on
consolidation) or other intangible assets; and
(iii) (save to the extent actually accounted for in the preparation
of the consolidated balance sheet) deducting therefrom any
amounts distributed or proposed to be distributed in cash or in
specie (other than bonus share issue);
(d) that the Borrower shall procure that the consolidated financial
condition of the Group after the Reorganization shall not be
adversely different from the consolidated financial condition of the
Subordinated Lender and its Subsidiaries as at the financial year
ending 4 August 1996; and
(e) that the Borrower shall furnish to the Bank:
(i) within 14 days of the closing of the public offering of the
issued and outstanding stock of the Guarantor on the Nasdaq
National Market, evidence satisfactory to the Bank that Robert
Walston beneficially owns not less than 15% of the issued and
outstanding stock of the Guarantor; and
(ii) forthwith upon the exercise of any option over any of the
issued and outstanding stock in the Guarantor by any one or
more of John H. Donlon, John H. Sabin, Gavin W. Schutz and
Robert Bailey, evidence satisfactory to the Bank of their
respective interests or ownership in the issued and outstanding
stock of the Guarantor."
2.23 Clause 8.01(b) shall be amended as follows:
(i) by replacing the word "or" in the first line thereof with a comma;
and
(ii) by inserting after the words "the Guarantor" in the first line
thereof the words "or the Subordinated Lender".
2.24 Clause 8.01(c) shall be amended as follows:
(i) by replacing the word "or" in the second line thereof with a comma;
and
<PAGE>
- 8 -
(ii) by inserting after the words "the Guarantor" in the second line
thereof the words "or the Subordinated Lender".
2.25 Clause 8.01(e) shall be amended as follows:
(i) by replacing the word "or" in the first line thereof with a comma;
and
(ii) by inserting after the words "the Guarantor" in the first line
thereof the words "or the Subordinated Lender".
2.26 Clause 8.01(f) shall be amended as follows:
(i) by replacing the word "or" in the second line thereof with a comma;
and
(ii) by inserting after the words "the Guarantor" in the second line
thereof the words "or the Subordinated Lender".
2.27 Clause 8.01(g) shall be amended as follows:
(i) by replacing the word "or" in the second line thereof with a comma;
and
(ii) by inserting after the words "the Guarantor" in the second line
thereof the words "or the Subordinated Lender".
2.28 Clause 8.01(h) shall be amended as follows:
(i) by inserting after the word "Guarantor" in the third line thereof
the words "and/or the Subordinated Lender";
(ii) by replacing the word "or" in the fourth and seventh lines thereof
with a comma;
(iii) by inserting after the words "the Guarantor's" in the fourth line
thereof the words "or the Subordinated Lender's"; and
(iv) by inserting after the words "the Guarantor" in the seventh line
thereof the words "or the Subordinated Lender".
2.29 Clause 8.01(i) shall be amended as follows:
(i) by replacing the word "or" in the first line thereof with a comma;
and
(ii) by inserting after the words "the Guarantor" in the first line
thereof the words "or the Subordinated Lender".
2.30 Clause 8.01(k) shall be amended as follows:
(i) by replacing the word "or" in the second line thereof with a comma;
(ii) by inserting after the words "the Guarantor" in the second line
thereof
<PAGE>
- 9 -
the words "or the Subordinated Lender"; and
(iii) by deleting the following words in the third and fourth lines
thereof:
"or in the control of more than 50 per cent. of the issued and
paid-up share capital of the Guarantor"
and substituting therefor the following words:
"or in the control of any of the issued and outstanding stock of
the Guarantor beneficially owned by any one or more of Robert T.
Walston, John H. Donlon, John H. Sabin, Gavin W. Schutz and Robert
Bailey".
2.31 Clause 8.01(m) shall be amended as follows:
(i) by replacing the word "or" in the fourth line thereof with a comma;
and
(ii) by inserting after the words "the Guarantor's" in the fourth line
thereof the words "or the Subordinated Lender's".
2.32 Clause 12.02 shall be amended by inserting after the words "the
Guarantor," the words "the Subordinated Lender,".
3. ACKNOWLEDGMENTS:
---------------
3.1 For the avoidance of doubt, the Borrower acknowledges and agrees that the
Security Documents secure and continue to secure the performance of all
its obligations and liabilities under the Loan Agreement as supplemented,
amended or varied by this Supplemental Loan Agreement.
4. CONDITIONS PRECEDENT:
--------------------
4.1 This Supplemental Loan Agreement shall be effective:
(1) Receipt of Documents: when the Bank has received in form and
--------------------
substance satisfactory to it the following:
(a) an original or a copy, certified as a true copy by an
authorized officer, of resolutions of the Board of Directors
of the Borrower evidencing approval of this Supplemental Loan
Agreement and authorizing its appropriate officers to execute
and deliver this Supplemental Loan Agreement and to give all
notices and take all other action required under this
Supplemental Loan Agreement;
(b) a copy, certified as a true copy by an authorized officer, of
resolutions of the Board of Directors of the Guarantor
evidencing approval of the Guarantee and authorizing its
appropriate officers to execute and deliver the Guarantee and
<PAGE>
- 10 -
to give all notices and take all other action required under the
Guarantee;
(c) the Certificate of Incumbency (in form and substance satisfactory
to the Bank) signed and sealed by the Secretary of the Guarantor;
(d) a copy, certified as a true copy by an authorized officer, of all
authorizations required by the Guarantor to authorize, or
required by the Guarantor in connection with, the execution,
delivery, performance, validity, enforceability and admissibility
in evidence of the Guarantee;
(e) the Guarantee duly executed by the Guarantor and duly stamped
(where applicable) together with such further documentation as
may be required in connection with the registration, completion
and perfection in all respects of the security thereby created;
(f) legal opinions (in form and substance satisfactory to the Bank)
by solicitors in the relevant jurisdiction in respect of the
Guarantor's entry into and performance of the Guarantee;
(g) evidence satisfactory to the Bank that the Guarantor holds all
the issued and paid up share capital of the Borrower;
(h) such other documents and evidence as the Bank may require.
(2) Other Conditions: upon the following conditions being satisfied:
----------------
(a) that all acts, conditions and things required to be done and
performed and to have happened precedent to the execution and
delivery of this Supplemental Loan Agreement and to constitute
the same legal, valid and binding obligations enforceable in
accordance with its terms shall have been done and performed and
have happened in due and strict compliance with all applicable
laws:
(b) that all fees and expenses which have accrued under Clause 7 have
been paid;
(c) that the representations and warranties set out in the Loan
Agreement (with the substitution in Clauses 5.01(j) and (k)
thereof of references to the most recent audited balance sheet
and profit and loss account of the Borrower and the most recent
audited consolidated and unconsolidated balance sheet and profit
and loss account of the Guarantor and the Subordinated Lender
respectively) and herein are true and correct as if made with
respect to the facts and circumstances existing at such relevant
time; and
(d) that no Event of Default has occurred and is continuing and no
event
<PAGE>
- 11 -
or circumstance which constitutes or which with the giving of notice
or lapse of time or both would constitute an Event of Default shall
have occurred.
5. LOAN AGREEMENT TO CONTINUE TO APPLY:
-----------------------------------
5.1 Save as amended or modified herein, all the terms and conditions of the
Loan Agreement shall continue to apply and to have full force and effect
and each and every reference in the Loan Agreement to "this Agreement",
"hereunder", "herein" "hereof" or similar expressions shall mean and refer
to the Loan Agreement as supplemented amended or varied herein or as may
from time to time be further supplemented amended or varied.
6. REPRESENTATIONS AND WARRANTIES:
------------------------------
6.1 The Borrower represents and warrants to the Bank that:
(a) the representations and warranties set out in Clause 5 of the Loan
Agreement (with the substitution in Clauses 5.01(j) and (k) thereof of
references to the most recent audited balance sheet and profit and
loss account of the Borrower and the most recent audited consolidated
and unconsolidated balance sheet and profit and loss account of the
Guarantor and the Subordinated Lender respectively) are true and
correct as if made on the date of this Supplemental Loan Agreement
with reference to the facts and circumstances existing at such date;
(b) the Borrower has power to execute, deliver and perform its obligations
under this Supplemental Loan Agreement; all necessary action has been
taken to authorize the execution, delivery and performance of this
Supplemental Loan Agreement; this Supplemental Loan Agreement
constitutes valid and legally binding obligations of the Borrower
enforceable in accordance with its terms; and
(c) the execution, delivery and performance of this Supplemental Loan
Agreement by the Borrower will not (i) contravene any existing law,
regulation or authorization to which the Borrower is subject, or (ii)
result in any breach of or default under any agreement or other
instrument which the Borrower is a party or is subject or (iii)
contravene or conflict with any provision of its Memorandum and
Articles of Association.
7. FEES AND EXPENSES:
-----------------
7.1 The Borrower shall pay to the Bank on the date of this Supplemental Loan
Agreement, an arrangement fee of Singapore Dollars Five Thousand (S$5,000).
7.2 The Borrower shall pay to the Bank on demand:
<PAGE>
- 12 -
(a) all expenses (whether legal, printing and out-of-pocket expenses)
incurred by the Bank in connection with the negotiation, preparation
and execution of this Supplemental Loan Agreement, the Guarantee and
all documents executed in connection herewith or therewith or in
pursuance hereof or therewith or of any amendment or extension of or
the granting of any waiver or consent under this Supplemental Loan
Agreement, the Guarantee or any such document;
(b) all expenses (including legal, printing and out-of-pocket expenses on
a full indemnity basis) incurred by the Bank in connection with the
enforcement of, or preservation of any rights under, the Loan
Agreement (including this Supplemental Loan Agreement) and the
Security Documents or otherwise in respect of the moneys owing
thereunder together with interest at the respective rates referred to
in Clause 9.01 of the Loan Agreement from the date on which such
expenses were expended to the date of payment (as well after as before
judgment); and
(c) all goods and services, value added and other similar taxes payable on
such expenses
7.3 The Borrower shall pay all stamp, documentary, registration or other like
duties or taxes (including any duties or taxes payable by the Bank) imposed
on or in connection with the Loan Agreement (including this Supplemental
Loan Agreement and all documents execution in connection herewith or in
pursuance hereof) or the Security Documents and shall indemnify the Bank
against any liability arising by reason of any delay or omission by the
Borrower to pay such duties or taxes.
8. LAW AND JURISDICTION
--------------------
8.1 This Supplemental Loan Agreement is governed by and shall be construed in
accordance with the laws of Singapore. Each party to this Supplemental Loan
Agreement irrevocably submits to the non-exclusive jurisdiction of the
Singapore courts.
IN WITNESS WHEREOF the parties hereto have caused this Supplemental Loan
Agreement to be duly executed.
<PAGE>
- 13 -
THE BORROWER
- ------------
The Common Seal of | /s/ illegible
FOUR MEDIA COMPANY | /s/ illegible
ASIA PTE LTD |
was hereunto affixed | [SEAL OF FOUR MEDIA CO]
in the presence of: |
Address: 30 Choon Guan Street
#04-00
City South Telephone Exchange
Singapore 078808
Fax: 420 2732
THE BANK
- --------
Signed Sealed and Delivered by | /s/ Isabella Cheong Mena
Isabella Cheong Mena Wooi | Wooi
the duly authorized Attorney for |
THE HONGKONG AND SHANGHAI | /s/ illegible
BANKING CORPORATION LIMITED |
acting under a Power of Attorney | [SEAL]
dated the [illegible] day of [illegible] 1989 |
(a copy of which was deposited |
in the Registry of the Supreme Court |
of Singapore on the 9 day of Nov 1989 |
and registered as No. 1673 of 1989) |
in the presence of: |
Address: 40-A Orchard Road
#01-00
MacDonald House
Singapore 238838
Telex: HSBC RS 21259
Fax: 338 1894
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the inclusion in this registration statement on Form S-1 of
our report dated September 25, 1996, except for Note 12, as to which the date
is November 18, 1996, on our audits of the financial statements of 4MC-
Burbank, Inc. and our report dated October 1, 1996, except for Note 2, as to
which the date is November 18, 1996, on our audit of the financial statement
of Four Media Company. We also consent to the reference to our firm under the
caption "Experts."
/s/ Coopers & Lybrand L.L.P.
_____________________________________
Coopers & Lybrand L.L.P.
Los Angeles, California
February 3, 1997
<PAGE>
EXHIBIT 23.3
CONSENT OF NOMINATED DIRECTOR
I hereby consent to all references to me as a nominated director in the
Registration Statement on Form S-1 (File No. 333-13721) of Four Media Company
and the Prospectus constituting a part thereof.
/s/ Paul Bricault
-------------------------
Paul Bricault
December 27, 1996
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EXHIBIT 23.4
CONSENT OF NOMINATED DIRECTOR
I hereby consent to all reference to me as a nominated director in the
Registration Statement on Form S-1 (File No. 333-13721) of Four Media Company
and the Prospectus constituting a part thereof.
/s/ Tom Wertheimer
-------------------------------
Tom Wertheimer
January 21, 1997
