CROWN MEDIA HOLDINGS, INC. STOCKHOLDERS AGREEMENTStockholders Agreement • March 1st, 2010 • Crown Media Holdings Inc • Cable & other pay television services • Delaware
This STOCKHOLDERS AGREEMENT (this “Agreement”), dated as of [ ], 2010, is by and among H C Crown Corp., a Delaware corporation (“HCC”), Hallmark Cards, Incorporated, a Missouri corporation (“Hallmark Cards” and, together with HCC, “Hallmark”), and Crown Media Holdings, Inc., a Delaware corporation (the “Company”).
CREDIT AGREEMENT DATED AS OF [ ], 2010 AMONG CROWN MEDIA HOLDINGS, INC. AS BORROWER AND HC CROWN CORP., AS LENDER AND EACH OF THE CREDIT PARTIES IDENTIFIED ON THE SIGNATURE PAGES HERETOCredit Agreement • March 1st, 2010 • Crown Media Holdings Inc • Cable & other pay television services • New York
All terms not otherwise defined above or in this Introductory Statement are as defined in Article 1 hereof, or as defined elsewhere herein.
AGREEMENT AND PLAN OF MERGER OF CROWN MEDIA HOLDINGS, INC. AND HALLMARK ENTERTAINMENT HOLDINGS, INC.Agreement and Plan of Merger • March 1st, 2010 • Crown Media Holdings Inc • Cable & other pay television services • Delaware
AGREEMENT AND PLAN OF MERGER (this "Merger Agreement"), dated as of February 26, 2010, between Crown Media Holdings, Inc., a Delaware corporation ("Crown"), and Hallmark Entertainment Holdings, Inc., a Delaware corporation ("HEH"), pursuant to Section 251 of the Delaware General Corporation Law (the "DGCL").
CROWN MEDIA HOLDINGS, INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 1st, 2010 • Crown Media Holdings Inc • Cable & other pay television services • Delaware
REGISTRATION RIGHTS AGREEMENT, dated as of [ ], 2010 (the “Agreement”), among H C Crown Corp., a Delaware corporation (“HCC”), any Other HEIC Stockholder that executes a Joinder (each, a “Joinder Party”) and Crown Media Holdings, Inc., a Delaware corporation (the “Company”).
CROWN MEDIA HOLDINGS, INC. MASTER RECAPITALIZATION AGREEMENT by and among HALLMARK CARDS, INCORPORATED, H C CROWN CORP., HALLMARK ENTERTAINMENT HOLDINGS, INC., CROWN MEDIA HOLDINGS, INC., CROWN MEDIA UNITED STATES, LLC, and THE SUBSIDIARIES OF CROWN...Master Recapitalization Agreement • March 1st, 2010 • Crown Media Holdings Inc • Cable & other pay television services • Delaware
THIS MASTER RECAPITALIZATION AGREEMENT (the "Agreement"), dated as of February 26, 2010, is entered into by and among Hallmark Cards, Incorporated, a Missouri corporation ("Hallmark Cards"), H C Crown Corp., a Delaware corporation ("HCC" and, together with Hallmark Cards, the "HCC Lenders"), Hallmark Entertainment Holdings, Inc., a Delaware corporation ("HEH"), Crown Media Holdings, Inc., a Delaware corporation (the "Company"), Crown Media United States, LLC, a Delaware limited liability company ("CMUS"), and the subsidiaries of the Company listed as Guarantors on the Credit Facility (the "Guarantors," and, together with the Company and CMUS, the "Debtors").
AMENDMENT NO. 2 TO FEDERAL INCOME TAX SHARING AGREEMENTCrown Media Holdings Inc • March 1st, 2010 • Cable & other pay television services
THIS AMENDMENT NO. 2 ( “Amendment No. 2”), dated as of [ ], 2010 and effective for tax periods beginning on or after January 1, 2010, is to the Federal Income Tax Sharing Agreement (the “Agreement”), effective March 11, 2003, between Hallmark Cards, Incorporated, a Missouri corporation (“Hallmark”) and Crown Media Holdings, Inc. a Delaware corporation (“Crown), as amended by that certain Amendment No. 1 (“Amendment No. 1”) to the Agreement, dated August 5, 2003. Capitalized terms used herein but not defined herein shall have the meaning assigned to them in the Agreement.
AGREEMENT AND PLAN OF MERGER OF CROWN MEDIA HOLDINGS, INC. AND HALLMARK ENTERTAINMENT INVESTMENTS CO.Agreement and Plan of Merger • March 1st, 2010 • Crown Media Holdings Inc • Cable & other pay television services • Delaware
AGREEMENT AND PLAN OF MERGER (this "Merger Agreement"), dated as of February 26, 2010, between Crown Media Holdings, Inc., a Delaware corporation ("Crown"), and Hallmark Entertainment Investments Co., a Delaware corporation ("HEIC"), pursuant to Section 251 of the Delaware General Corporation Law (the "DGCL"). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Master Recapitalization Agreement (as defined below).
