Contract
Exhibit 10.5
AMENDMENT NO. 10 dated as of April 28, 2006 to the Credit, Security, Guaranty and Pledge Agreement dated as of August 31, 2001 as amended by Amendment 1 through 9 thereto, dated as of December 14, 2001, December 31, 2001, March 29, 2002, May 14, 2002, February 5, 2003, August 4, 2003, October 28, 2004, March 1, 2005 and March 21, 2006, among Crown Media Holdings, Inc. (the “Borrower”), the Guarantors named therein, the Lenders referred to therein and JPMorgan Chase Bank, N.A. (formerly known as JPMorgan Chase Bank), as Administrative Agent and as Issuing Bank for the Lenders (the “Agent”) (as the same may be further amended, supplemented or otherwise modified, the “Credit Agreement”).
INTRODUCTORY STATEMENT
WHEREAS, the Lenders have made available to the Borrower a credit facility pursuant to the terms of the Credit Agreement;
WHEREAS, the Borrower has requested that the Total Commitment be increased from $220,000,000 to $240,000,000 and that each of the Lenders increase its existing Commitment by its Pro Rata Share of the $20,000,000 increase in the Total Commitment;
WHEREAS, the Borrower has requested (i) decreases in the interest rates applicable to the Loans and in the rate of the Commitment Fees, (ii) an extension of the Maturity Date from May 31, 2006 to May 31, 2007, and (iii) the deletion of certain covenants.
WHEREAS, the Borrower has agreed to pay a fee to the Lenders for executing the Amendment No. 10.
NOW THEREFORE, the parties hereto hereby agree as follows:
Section 1. Defined Terms. Capitalized terms used herein and not otherwise defined herein shall have the meaning given them in the Credit Agreement.
Section 2. Amendments to the Credit Agreement. Subject to the satisfaction of the conditions precedent set forth in Section 3 hereof, the Credit Agreement is hereby amended as of the Effective Date (as hereinafter defined) as follows:
(A) The definitions “Applicable Margin” and “Maturity Date” in Article 1 are hereby amended in their entirety to read as follows:
“‘Applicable Margin’ shall mean (i) in the case of Alternative Base Rate Loans 0% per annum and (ii) in the case of Eurodollar Loans 0.75% per annum.
‘Maturity Date’ shall mean May 31, 2007.”
(B) Section 2.7 of the Credit Agreement is hereby amended by decreasing the rate at which the Commitment Fees provided therein are to be computed from 0.20% per annum to 0.15% per annum.
(C) The Term Loan Commitment of each of the Lenders having been previously terminated, the Revolving Credit Commitment of each of the Lenders is hereby increased to the amount set forth in Schedule 1 hereto which amends and restates in its entirety Schedule 1 to the Credit Agreement and as a result thereof, the Revolving Credit Commitment of each of the Lenders is increased by its Pro Rata Share of the $20,000,000 increase and the Total Commitment is increased from $220,000,000 to $240,000,000.
(D) Article 5 of the Credit Agreement is hereby amended by deleting in its entirety Section 5.1(d).
(E) Article 6 of the Credit Agreement is hereby amended as follows:
(i) Section 6.1(vi) is hereby amended in its entirety to read as follows:
“(vi) Indebtedness to HCC or an Affiliate of HCC which the obligee of such indebtedness acknowledges to be subject to the subordination provisions of the Hallmark Cards Subordination and Support Agreement”.
(ii) Section 6.5 is amended by deleting the word “and” at the end of clause (v) and the period at the end of clause (vi) and by adding the following:
“; and (vii) issuance of common stock or payment of amounts pursuant to Restricted Stock Unit Agreements of the Borrower in settlement of awards made to employees pursuant to the terms of those Agreements.”
(iii) Section 6.15 is hereby amended in its entirety to read as follows:
“SECTION 6.15. Production. Engage in production of Items of Product in any fiscal year having an aggregate budgeted negative cost in excess of $5 million”.
(iv) The following sections are deleted in their entirety: 6.9, 6.10, 6.21, 6.22, 6.23 and 6.24.
(F) Article 7 of the Credit Agreement is hereby amended by deleting the following paragraphs: (j), (o), (q), (r), (s) and (t).
(G) Section 13.3(l) of the Credit Agreement as amended by adding the following at the end thereof:
“Notwithstanding any of the preceding provisions of this Section 13.3(l), at any time prior to the payment of the Purchase Price, the Agent may make a drawing under the Hallmark L/C in accordance with the terms thereof.”
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Section 3. Conditions to Effectiveness. The effectiveness of this Amendment is subject to the satisfaction in full of each of the conditions precedent set forth in this Section 3 (the date on which all such conditions have been satisfied being herein called the “Effective Date”):
(A) the Agent shall have received counterparts of this Amendment which, when taken together, bear the signatures of the Borrower, each Guarantor, the Agent and each Lender;
(B) the representations and warranties in Section 4 hereof shall be true on the Effective Date;
(C) the Agent shall have received from the Borrower a fee of $120,000, i.e., 0.05% of the Total Commitment after giving effect to the increase therein contemplated by this Amendment No. 10, for payment to each of the Lenders on a pro rata basis;
(D) the Agent shall have received documentation satisfactory to it evidencing an amendment to the Hallmark L/C (i) extending the expiration date thereof to a date no earlier than June 10, 2007 and (ii) increasing the amount thereof from $220,000,000 to $240,000,000; and
(E) all legal matters incident to this Amendment shall be satisfactory to Xxxxxx, Xxxxx & Xxxxxxx, counsel for the Agent.
Section 4. Representations and Warranties of the Credit Parties. Each Credit Party represents and warrants that:
(A) after giving effect to this Amendment, the representations and warranties contained in the Credit Agreement are true and correct in all material respects on and as of the date hereof as if such representations and warranties had been made on and as of the date hereof (except to the extent that any such representations and warranties specifically relate to an earlier date); and
(B) after giving effect to this Amendment, no Event of Default or Default will have occurred and be continuing on and as of the date hereof.
Section 5. Further Assurances. At any time and from time to time, upon the Agent’s request and at the sole expense of the Credit Parties, each Credit Party will promptly and duly execute and deliver any and all further instruments and documents and take such further action as the Agent reasonably deems necessary to effect the purposes of this Amendment. In furtherance of the foregoing, each of the Lenders agree within a reasonable period of time to surrender its existing Revolving Credit Note to the Agent in exchange for a new note evidencing its share of the increased Total Commitment and the Borrower agrees to provide the Agent with executed copies of such replacement notes as soon as practicable.
Section 6. Fundamental Documents. This Amendment is designated a Fundamental Document by the Agent.
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Section 7. Full Force and Effect. Except as expressly amended hereby, the Credit Agreement and the other Fundamental Documents shall continue in full force and effect in accordance with the provisions thereof on the date hereof. As used in the Credit Agreement, the terms “Agreement”, “this Agreement”, “herein”, “hereafter”, “hereto”, “hereof”, and words of similar import, shall, unless the context otherwise requires, mean the Credit Agreement as amended by this Amendment.
Section 8. APPLICABLE LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
Section 9. Counterparts. This Amendment may be executed in two or more counterparts, each of which shall constitute an original, but all of which when taken together shall constitute but one instrument.
Section 10. Expenses. The Borrower agrees to pay all out-of-pocket expenses incurred by the Agent in connection with the preparation, execution and delivery of this Amendment, including, but not limited to, the reasonable fees and disbursements of counsel for the Agent.
Section 11. Headings. The headings of this Amendment are for the purposes of reference only and shall not affect the construction of or be taken into consideration in interpreting this Amendment.
IN WITNESS WHEREOF, the parties hereby have caused this Amendment to be duly executed as of the date first written above.
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BORROWER: |
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CROWN MEDIA HOLDINGS, INC. |
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By |
/s/ Xxxxxxx X. Xxxxxx |
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Name: |
Xxxxxxx X. Xxxxxx |
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Title: |
EVP/CFO |
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GUARANTORS: |
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CM INTERMEDIARY, LLC |
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CROWN MEDIA DISTRIBUTION, LLC |
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CROWN MEDIA UNITED STATES, LLC |
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CITI TEEVEE, LLC |
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DOONE CITY PICTURES, LLC |
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WAYZGOOSE CONCERT SERVICES, B.V. |
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By |
/s/ Xxxxxxx X. Xxxxxx |
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Name: |
Xxxxxxx X. Xxxxxx |
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Title: |
EVP/CFO |
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LENDERS: |
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JPMORGAN CHASE BANK, N.A. (f/k/a |
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By |
/s/ Xxxxxxx X. Xxxxxx |
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Name: Xxxxxxx X. Xxxxxx |
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Title: Senior Vice President |
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BANK OF AMERICA, N. A. |
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By |
/s/ Xxxxxx X. Xxxxxx |
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Name: Xxxxxx X. Xxxxxx |
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Title: Senior Vice President |
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CREDIT SUISSE FIRST BOSTON |
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By |
/s/ Xxxxxx Xxxx |
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Name: Xxxxxx Xxxx |
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Title: Vice President |
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By |
/s/ Xxxxxx X. Xxxxxxx |
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Name: Xxxxxx X. Xxxxxxx |
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Title: Associate |
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CITICORP USA, INC. |
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By |
/s/ Xxxxxx Xxxx |
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Name: Xxxxxx Xxxx |
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Title: Managing Director |
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DEUTSCHE BANK AG NEW YORK BRANCH |
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By |
/s/ Xxxxxxxxx X. Xxxxx |
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Name: Xxxxxxxxx X. Xxxxx |
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Title: Managing Director |
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By |
/s/ Xxxx X. Xxx |
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Name: Xxxx X. Xxx |
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Title: Vice President |
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ROYAL BANK OF CANADA |
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By |
/s/ Xxxx Xxxxxx |
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Name: Xxxx Xxxxxx |
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Title: Authorized Signatory |
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ABN AMRO BANK N.V. |
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By |
/s/ Xxxxxxx X. Xxxxxx |
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Name: Xxxxxxx X. Xxxxxx |
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Title: Vice President |
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By |
/s/ Xxxxxxx XxXxxxxx |
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Name: Xxxxxxx XxXxxxxx |
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Title: Vice President |
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WESTLB AG, NEW YORK BRANCH (f/k/a |
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By |
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Name: |
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Title: |
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By |
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Name: |
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Title: |
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Accepted and Agreed to by
the undersigned as the Beneficiary of Section 13.3(l) of the Credit
Agreement and as the Account Party on whose behalf the Hallmark L/C has been
issued:
HALLMARK CARDS, INCORPORATED
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By |
/s/ E. Xxxxx XxXxxxxx |
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Name: E. Xxxxx XxXxxxxx |
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Title: Treasurer |
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Date: May 5, 2006 |
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8
SCHEDULE 1
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Lender |
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Revolving Credit |
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Total |
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Percentage |
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JPMorgan Chase Bank |
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41,250,000 |
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41,250,000 |
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17.1875 |
% |
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Bank of America, N.A. |
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30,000,000 |
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30,000,000 |
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12.5000 |
% |
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Credit Suisse First Boston |
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30,000,000 |
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30,000,000 |
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12.5000 |
% |
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Citicorp USA, Inc. |
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30,000,000 |
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30,000,000 |
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12.5000 |
% |
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Deutsche Bank AG New York Branch |
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30,000,000 |
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30,000,000 |
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12.5000 |
% |
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Royal Bank of Canada |
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30,000,000 |
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30,000,000 |
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12.5000 |
% |
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WestLB AG, New York Branch |
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26,250,000 |
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26,250,000 |
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10.9375 |
% |
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ABN Amro |
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22,500,000 |
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22,500,000 |
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9.3750 |
% |
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TOTAL |
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$ |
240,000,000 |
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$ |
240,000,000 |
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100.00 |
% |
