EXHIBIT 10.44
EXTENSION AGREEMENT
This Agreement dated as of March 1, 2002 is entered into by and between
Crown Media Holdings, Inc. ("Crown Media"), Crown Media Distribution, LLC
("Crown Media Distribution") and Hallmark Entertainment Distribution, LLC
("HEDL").
WHEREAS, Crown Media and HEDL have previously entered into that certain
Purchase and Sale Agreement dated as of April 10, 2001, transferring certain
library rights to Crown Media (the "Library Agreement"); and
WHEREAS, pursuant to the Library Agreement, Crown Media assumed certain
liabilities, as identified in Schedule A attached hereto (the "Debt"); and
WHEREAS, pursuant to that certain Assignment and Assumption Agreement,
dated as of December 1, 2001, by and between Crown Media and Crown Media
Distribution, Crown Media assigned all of its right, title, and interest in and
obligations under the Library Agreement to Crown Media Distribution; and
WHEREAS, Crown Media and Crown Media Distribution have requested that
HEDL arrange to have the maturities for the Debt extended;
NOW, THEREFORE, the parties hereto agree as follows:
1. HEDL agrees to arrange to extend the maturities on the Debt as
set forth on Schedule A attached hereto.
2. Crown Media Distribution confirms its obligations to pay the
Debt set forth on Schedule A, subject to the terms and
conditions of that certain Credit, Security, Guaranty and
Pledge Agreement dated as of August 31, 2001 with JPMorgan
Chase Bank as Agent, and subject to the terms and conditions
of that certain Indenture Agreement dated as of December 17,
2001 with JPMorgan Chase Bank as Indenture Trustee. Crown
Media Distribution further agrees to assume any and all
additional costs and expenses incurred in connection with
extending the maturities.
IN WITNESS WHEREOF, the parties hereto have executed this Extension
Agreement effective as of the date set forth above.
CROWN MEDIA HOLDINGS, INC.
By: /s/ X. Xxxxxxxx
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Xxxxxxx Xxxxxxxx
Executive Vice President and General Counsel
CROWN MEDIA DISTRIBUTION, LLC
By: /s/ X. Xxxxxxxx
----------------------------------------
Xxxxxxx Xxxxxxxx
Vice President
HALLMARK ENTERTAINMENT DISTRIBUTION, LLC
By: /s/ Xxxxxx Xxxxxx
-----------------------------------------
Title: Vice President
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SCHEDULE A
Banks Amount Extended Maturity
ABN AMRO $ 54,093,715.67
June 28, 2002 Arrangement Fee $40,000.00
June 28, 2002 - Interest $2,466,842.14
September 30, 2002 - Interest $477,781.24
June 30, 2003 $12,006,565.00
June 30, 2003 - Interest $1,800,210.98
September 30, 2003 $12,006,565.00
September 30, 2003 - Interest $407,476.13
June 30, 2004 $12,006,565.00
June 30, 2004 - Interest $749,343.06
September 30, 2004 $12,006,565.00
September 30, 2004 - Interest $125,802.12
Allied Irish $ 12,316,214.01 March 15, 2003
Allied Irish EURO $7,990,853.78 June 30, 2003
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