TRADEMARK LICENSE EXTENSION AGREEMENT
Exhibit 10.4
TRADEMARK LICENSE EXTENSION AGREEMENT
This Trademark License Extension Agreement dated as of July 14, 2011 is by and between Xxxxxxxx Xxxxxxxxx, Inc. (“Xxxxxxxx Xxxxxxxxx”) and Crown Media United States, LLC (“Crown US”).
WHEREAS, Odyssey Holdings, L.L.C., the predecessor of Crown US, and Xxxxxxxx Xxxxxxxxx entered into that certain Amended and Restated Trademark License Agreement between the parties dated as of March 27, 2001, as extended as of November 30, 2002, as of August 28, 2003, as of August 1, 2004, as of August 1, 2005, as of April 10, 2006, as of August 1, 2007, as of August 1, 2008, as of August 15, 2009 and as of June 29, 2010, and as modified by the Trademark License Waiver Agreement, dated as of March 3, 2010 (collectively, the “License Agreement”);
WHEREAS, pursuant to that certain Security Agreement, dated as of March 27, 2001 (the “Security Agreement”), Odyssey Holdings, L.L.C., the predecessor of Crown US, granted to Xxxxxxxx Xxxxxxxxx a security interest in the Collateral (as defined therein) to secure Crown US’s performance under the License Agreement and compensation for breaches of the License Agreement; and
WHEREAS, Crown US has requested that Xxxxxxxx Xxxxxxxxx extend the term of the License Agreement to facilitate Crown US’s refinancing;
NOW, THEREFORE, Crown US and Xxxxxxxx Xxxxxxxxx hereby agree as follows:
1. Subject to continuing accuracy of the representations and warranties of Crown US under the Security Agreement, and the lien on the Collateral constituting a perfected, first priority security interest in the Collateral, Xxxxxxxx Xxxxxxxxx hereby agrees to extend the term of the License Agreement for an additional period terminating the earlier of (i) July 14, 2019 and (ii) the later of (x) the expiration or termination of that certain Credit Agreement dated as of July 14, 2011, among Crown Media Holdings, Inc. as the Borrower, JPMorgan Chase Bank, N.A. as the Agent and various other parties thereto, and (y) the redemption of all of the Senior Notes issued pursuant to that certain Indenture dated July 14, 2011, subject to any earlier termination of the License Agreement pursuant to the terms of the License Agreement.
2. Paragraph 9(c) Termination shall be amended and restated as follows:
“c. Upon the termination or expiration of this Agreement, Crown US agrees to immediately and permanently discontinue the use of the Licensed Marks, including any adaptations thereof.”
3. All other terms and conditions of the License Agreement will remain unchanged and in full force and effect.
4. Crown US hereby acknowledges that the Security Agreement is in full force and effect and confirms the grant of the security interest in the Collateral to Xxxxxxxx Xxxxxxxxx pursuant thereto.
5. This Trademark License Extension Agreement shall be governed by Section 13 of the License Agreement.
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IN WITNESS WHEREOF, the parties hereto have executed this Trademark License Extension Agreement as of the date set forth above.
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XXXXXXXX XXXXXXXXX, INC. |
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By: |
/s/ Xxxxxx X. Xxxxxx |
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Title: Vice President |
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CROWN MEDIA UNITED STATES, LLC |
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By: |
/s/ X. Xxxxxxxx |
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Title: EVP & General Counsel |
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