EXHIBIT 10.15
AMENDMENT NO. 5 dated as of February 5, 2003 to the
Credit, Security, Guaranty and Pledge Agreement dated
as of August 31, 2001 as amended as of December 14,
2001, December 31, 2001, March 29, 2002 and May 14,
2002, among Crown Media Holdings, Inc. (the
"Borrower"), the Guarantors named therein, the
Lenders referred to therein and JPMorgan Chase Bank
(formerly known as The Chase Manhattan Bank), as
Administrative Agent and as Issuing Bank for the
Lenders (the "Agent") (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 certain amendments to the Credit
Agreement and the Lenders and the Agent have agreed to such amendments, all on
the terms and subject to the conditions hereinafter set forth.
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 4 hereof,
the Credit Agreement is hereby amended as of the Effective Date (as
hereinafter defined) as follows:
(A) Article 1 of the Credit Agreement is hereby amended
by adding the following definition in the appropriate
alphabetical sequence:
"'Tax Sharing Agreement' shall mean the Federal Income Tax Sharing
Agreement dated as of February __, 2003 between the Borrower and Hallmark
Cards."
(B) Section 6.5 of the Credit Agreement is hereby amended by adding a
new clause (x) at the end thereof that reads as follows:
"(x) so long as no Default or Event of Default has occurred
and is continuing, payments to Hallmark Cards for amounts owing to
Hallmark Cards under the Tax Sharing Agreement (including any payments
to Hallmark Cards under Section 2 of the Tax Sharing Agreement),
provided that such payments are no greater than amounts that the
Borrower would have owed directly to the Internal Revenue Service if it
were an independent tax payer and provided, further, that without the
consent of the Required Lenders, the Borrower shall not be permitted to
repay to Hallmark Cards any amounts that have been paid to it by
Hallmark Cards under the Tax Sharing Agreement in an amount greater
than $10,000,000 in the aggregate from and after the Effective Date (as
such term is defined in Amendment No. 5 to the Credit Agreement dated
as of February 5, 2003)."
(C) Section 6.23 of the Credit Agreement is hereby amended by
deleting the chart in clause (ii) in its entirety and replacing the same with
the following:
"FISCAL QUARTER/YEAR ENDING AMOUNT
-------------------------- ------
December 31, 2002 - 38,000,000
March 31, 2003 - 20,000,000
June 30, 2003 - 15,000,000
September 30, 2003 5,000,000
December 31, 2003 0
December 31, 2004 66,000,000
December 31, 2005 125,000,000
December 31, 2006 177,000,000"
(D) Section 6.24 of the Credit Agreement is hereby amended to read in
its entirety as follows:
"Permit (i) the aggregate amount of all cash payments to pay
television distributors for Subscribers pursuant to the Platform Agreements to
be greater than $36,000,000 for fiscal year 2002, $48,000,000 for fiscal year
2003, $8,000,000 for fiscal year 2004, $9,000,000 for fiscal year 2005 and
$10,000,000 for fiscal year 2006, (ii) allow the aggregate number of Subscribers
(both paying and non-paying Subscribers) to be less than 95,000,000 for fiscal
year 2002, 100,000,000 for fiscal year 2003, 105,000,000 for fiscal year 2004,
110,000,000 for fiscal year 2005, 115,000,000 for fiscal year 2006 and (iii)
allow annual aggregate gross Subscriber revenue of Credit Parties under the
Platform Agreements to be less than (u) for fiscal year 2001, $16,000,000 for
the third quarter and $18,000,000 for the fourth quarter, (v) for fiscal year
2002, $19,500,000 for each of the first, second and third quarters and
$16,000,000 for the fourth quarter, (w) for fiscal year 2003, $14,000,000 for
the first quarter, $16,000,000 for the second quarter, $17,000,000 for the third
quarter and $18,000,000 for the fourth quarter, (x) $80,000,000 for fiscal year
2004, (y) $95,000,000 for fiscal year 2005 and (z) $110,000,000 for fiscal year
2006."
Section 3. Exclusion of the Borrower's Reorganization from
EBITDA. Each of the undersigned hereby agrees that the $54,000,000
write-down incurred in connection with the Borrower's internal
reorganization of its operations in the fourth quarter of 2002 shall be
treated as an extraordinary, unusual and non-recurring loss and shall
be excluded for the purposes of computing EBITDA.
Section 4. 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 4 (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 the Required Lenders.
(B) the receipt by the Agent of all fees as
set forth in Section 6 of this Amendment.
Section 5. 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.
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Section 6. Fees. The Borrowers agree to pay the Agent for the
account of each of the Lenders who executes this Amendment on or before
February 19, 2003, a fee equal to 0.25% of the aggregate Commitment of
each such Lender under the Credit Agreement.
Section 7. 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.
Section 8. Fundamental Documents. This Amendment is designated
a Fundamental Document by the Agent.
Section 9. 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 10. APPLICABLE LAW. THIS AMENDMENT SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK.
Section 11. 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 12. 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 13. 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.
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IN WITNESS WHEREOF, the parties hereby have caused this Amendment to be
duly executed as of the date first written above.
BORROWER:
CROWN MEDIA HOLDINGS, INC.
By /s/ Xxxxxxx Xxxxxxxx
-----------------------------------------------------
Name: Xxxxxxx Xxxxxxxx
Title: Executive Vice President
GUARANTORS:
CM INTERMEDIARY, LLC
CROWN MEDIA INTERNATIONAL, LLC
CROWN MEDIA INTERNATIONAL (SINGAPORE) INC.
CROWN ENTERTAINMENT LIMITED
CROWN MEDIA DISTRIBUTION, LLC
CROWN MEDIA INTERNATIONAL (HK)
LIMITED
HEN, LLC
HEN (L) LTD.
CROWN MEDIA UNITED STATES, LLC
CITI TEEVEE, LLC
DOONE CITY PICTURES, LLC
HALLMARK INDIA PRIVATE LIMITED
By /s/ Xxxxxxx Xxxxxxxx
---------------------------------------------------
Name: Xxxxxxx Xxxxxxxx
Title: Vice President
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LENDERS:
JPMORGAN CHASE BANK (f/k/a
The Chase Manhattan Bank),
individually and as Issuing
Bank and Agent
By /s/ Xxxxxx Xxxxxxxxx
------------------------------------------------
Name: Xxxxxx Xxxxxxxxx
Title: VP
BANK OF AMERICA, N. A.
By
------------------------------------------------
Name:
Title:
CREDIT SUISSE FIRST BOSTON
By /s/ SoVonna Day-Xxxxx
------------------------------------------------
Name: So Xxxxx Day-Xxxxx
Title: Vice President
By /s/ Xxxxxx X. Xxxxx
------------------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Associate
CITICORP USA, INC.
By /s/ Xxxxxx X. Xxxx
------------------------------------------------
Name: Xxxxxx X. Xxxx
Title: Managing Director, Global Media and
Communication
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DEUTSCHE BANK AG
NEW YORK BRANCH
By /s/ Xxxxxxx X. McGunty
-----------------------------------------------------
Name: Xxxxxxx X. McGunty
Title: Director
By /s/ Xxxxxx X. Xxxxx
-----------------------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Vice President
ROYAL BANK OF CANADA
By /s/ Xxxx X. Xxxxxxxx
-----------------------------------------------------
Name: Xxxx X. Xxxxxxxx
Title: Senior Manager
ABN AMRO BANK N.V.
By /s/ Xxxxxx Noique
-----------------------------------------------------
Name: Xxxxxx Noique
Title: Group Vice President
By /s/ Xxxx X. Xxxxxx
------------------------------------------------------
Name: Xxxx X. Xxxxxx
Title: Senior Vice President
BANK ONE, NA (Main Office Chicago)
By /s/ Xxxxxxx Xxxxxxxxx
------------------------------------------------------
Name: Xxxxxxx Xxxxxxxxx
Title: Director
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WESTLB AG,
NEW YORK BRANCH (f/k/a Westdeutsche Landesbank
Girozentrale)
By /s/ Xxxxx X. Xxxxxxxx
-----------------------------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Director
By /s/ Xxxxxxx X. Xxxxx
------------------------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Executive Director
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