ContractCredit, Security, Guaranty and Pledge Agreement • August 8th, 2007 • Crown Media Holdings Inc • Cable & other pay television services • New York
AMENDMENT NO. 13 dated as of July 27, 2007 (this “Amendment”) to the Credit, Security, Guaranty and Pledge Agreement dated as of August 31, 2001 as amended by Amendments 1 through 12 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, March 21, 2006, April 28, 2006, December 8, 2006 and March 2, 2007, 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”).
ContractSubordination and Support Agreement • August 8th, 2007 • Crown Media Holdings Inc • Cable & other pay television services • New York
AMENDED AND RESTATED SUBORDINATION AND SUPPORT AGREEMENT dated as of July 27, 2007 among (i) CROWN MEDIA HOLDINGS, INC., a Delaware corporation (the “Obligor”), (ii) the subsidiaries of the Obligor which are parties to the Credit Agreement from time to time (the “Other Debtors”), (iii) HALLMARK CARDS INCORPORATED, a Missouri corporation (“Hallmark Cards” and, together with its subsidiaries (other than the Obligor and its subsidiaries), the “Subordinated Creditors”), and (iv) JPMORGAN CHASE BANK, N.A. (f/k/a The Chase Manhattan Bank), as agent for the Lenders and the Issuing Bank referred to in the Credit Agreement (the “Agent”).
COPYRIGHT SECURITY AGREEMENTCopyright Security Agreement • August 8th, 2007 • Crown Media Holdings Inc • Cable & other pay television services
WHEREAS, Crown Media Holdings, Inc. (the “Borrower”), and the Guarantors signatory hereto) (the Borrower and the Guarantors being collectively referred to herein as the “Grantors,” and individually as a “Grantor”) now own or hold and/or may hereafter acquire or hold certain copyrights and rights under copyright with respect to certain motion pictures, films or video tapes or any episodes thereof produced for theatrical, non-theatrical or television release or for release in any other medium, in each case whether recorded on film, videotape, cassette, cartridge, disc or other optical or electronic media or on or by any other means, method, process or device whether now known or hereafter developed, including, without limitation, those listed on Schedule 1 hereto (all of the foregoing items being collectively called the “items of Product” and each item individually an “item of Product”) as such Schedule 1 may be amended from time to time by the addition of copyrights subsequently arising
TRADEMARK LICENSE EXTENSION AGREEMENTTrademark License Agreement • August 8th, 2007 • Crown Media Holdings Inc • Cable & other pay television services
This Extension Agreement dated as of August 1, 2007 is by and between Hallmark Licensing, Inc. (“Hallmark Licensing”) and Crown Media United States, LLC (“Crown US”).
SECURITY AND PLEDGE AGREEMENTSecurity and Pledge Agreement • August 8th, 2007 • Crown Media Holdings Inc • Cable & other pay television services
This Security and Pledge Agreement (this “Security and Pledge Agreement”) is entered into as of July 27, 2007, by and among (i) Crown Media Holdings, Inc., a Delaware corporation (“Crown Holdings”), and the subsidiaries of Crown Holdings listed as Guarantors (the “Guarantors”) on that certain Credit, Security, Guaranty and Pledge Agreement dated as of August 31, 2001 as subsequently amended among Crown Holdings, the Guarantors named therein, the Lenders named therein and JPMorgan Chase as Agent (the “Credit Agreement”), (the “Guarantors” together with Crown Holdings shall be the “Borrowers”) and (ii) Hallmark Cards, Incorporated, a Missouri corporation (“Hallmark”) on behalf of itself and as agent for each of HC Crown Corp., a Delaware corporation (“HCC”) and Hallmark Entertainment Holdings, Inc., a Delaware corporation (“HEHI” and together with Hallmark and HCC the “Hallmark Lenders”).
AMENDMENT 4 TO WAIVER AND STANDBY PURCHASE AGREEMENTWaiver and Standby Purchase Agreement • August 8th, 2007 • Crown Media Holdings Inc • Cable & other pay television services • New York
This AMENDMENT 4, dated as of August 3, 2007, amends that certain Waiver and Standby Purchase Agreement (the “Waiver Agreement”) dated as of March 21, 2006 and subsequently amended as of August 8, 2006, November 6, 2006 and as of March 2, 2007, by and among Hallmark Cards, Incorporated, a Missouri corporation (“Hallmark”), HC Crown Corp., a Delaware corporation, Hallmark Entertainment Holdings, Inc., a Delaware corporation (“collectively, together with Hallmark the “Hallmark Lenders”) and Crown Media Holdings, Inc., a Delaware corporation (“Crown Holdings”), Crown Media United States, LLC, a Delaware limited liability company, and the subsidiaries of Crown Holdings listed as Guarantors on the Credit Facility, as amended from time to time (collectively, the “Borrowers”).
TRADEMARK LICENSE EXTENSION AGREEMENTTrademark License Extension Agreement • August 8th, 2007 • Crown Media Holdings Inc • Cable & other pay television services
This Extension Agreement dated as of August 1, 2007 is by and between Hallmark Licensing, Inc. (“Hallmark Licensing”) and Crown Media United States, LLC (“Crown US”).
