First Amendment To The Contribution And Exchange Agreement

EXHIBIT 10.43


FIRST AMENDMENT TO THE CONTRIBUTION AND EXCHANGE AGREEMENT


FIRST AMENDMENT (the "Amendment"), dated as of August 1, 1997, by and among Liberty Media Corporation, Liberty IFE, Inc. and Fox Kids Worldwide, Inc.


RECITALS


WHEREAS, the parties hereto are parties to that certain Contribution and Exchange Agreement, dated as of June 11, 1997 (the "Agreement"); and
WHEREAS, the parties hereto desire to make certain amendments to the Agreement as hereinafter described;
NOW, THEREFORE, for good and valuable consideration, receipt whereof is hereby acknowledged, the parties hereto agree as follows:
1. All capitalized terms used herein which are defined in the Agreement and not otherwise defined herein shall have the meanings set forth in the Agreement.
2. The Agreement is hereby amended by revising Exhibit E (NPAL Certifi ...