EXHIBIT 10.1
AMENDMENT NO. 3 dated as of March 29, 2002 to the
Credit, Security, Guaranty and Pledge Agreement dated
as of August 31, 2001, as amended as of December 14,
2001 and December 31, 2001, 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 desires to reorganize various of its subsidiaries
in order for its corporate structure to reflect the operating activities and the
financial reporting of its domestic and international programming channels (the
"Reorganization").
WHEREAS, pursuant to the Reorganization, Crown Media International,
Inc., a Delaware corporation, will be converted into a Delaware limited
liability company with the name Crown Media International, LLC.
WHEREAS, pursuant to the Reorganization, CM Intermediary, LLC ("CM
Intermediary") will be created as an intermediate holding company and the only
first tier subsidiary of the Borrower (other than Crown Media Trust) and will be
the sole member of (i) Crown Media International, LLC, (ii) Crown Media
Distribution, LLC and (iii) Crown Media United States, LLC and the sole
shareholder of Crown Entertainment Limited.
WHEREAS, pursuant to the Reorganization, CM Intermediary will become
party to the Credit Agreement as a Guarantor in accordance with Section 5.15 of
the Credit Agreement.
WHEREAS, pursuant to the Reorganization, the Agent (on behalf of
itself, the Issuing Bank and the Lenders) will surrender the pledged securities
of (i) Crown Media International, Inc., (ii) Crown Entertainment Limited, (iii)
Crown Media Distribution, LLC and (iv) Crown Media United States, LLC as they
are listed on Schedule 3.23 to the Credit Agreement so that the membership
interests or stock certificates, as the case may be, of such entities (the
"Equity Interests") may be reissued to CM Intermediary and CM Intermediary may
re-pledge the Equity Interests to the Agent (for the benefit of itself, the
Issuing Bank and the Lenders) pursuant to Section 5.15 of the Credit Agreement.
WHEREAS, the Borrower has requested certain amendments to the Credit
Agreement to, amongst other matters, permit the Reorganization and the Lenders
and the Agent have agreed to further amendments to the Credit Agreement, 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 alphabetic sequence:
"`CM Intermediary' shall mean CM Intermediary, LLC, a Delaware limited
liability company."
(B) Section 3.25 of the Credit Agreement is hereby amended by
adding the words "As of the date hereof," to the beginning of the sentence
appearing therein.
(C) Section 6.1(ii) of the Credit Agreement is hereby amended
by deleting the number "$30,000,000" appearing therein and inserting in lieu
thereof the number "$47,000,000".
(D) Section 6.10 of the Credit Agreement is hereby amended by
deleting the words "$11,000,000 for fiscal year 2002" appearing therein and
inserting in lieu thereof the words "$34,000,000 for fiscal year 2002 (provided,
however, that at least $23,000,000 of such Capital Expenditures is used in
connection with a Capital Lease of a transponder on a satellite)".
(E) Section 6.26 of the Credit Agreement is hereby amended and
restated in its entirety to read as follows:
"Create any first tier Subsidiary other than CM Intermediary
and Crown Media Trust or have any asset relating to the
channels (i) at a corporate level above CM Intermediary or
(ii) in Crown Media Trust."
(F) Schedule 3.6(a) to the Credit Agreement is hereby amended
by changing the reference to the number of issued shares of Crown Media
International (HK) Limited from "2" to "1000" and by further amending the number
of shares of Crown Media International (HK) Limited held by Crown Media
International, Inc. to read "500" and the number of shares of Crown Media
International (HK) Limited held by Crown Media International (Singapore) Inc. to
read "500".
Section 3. Consent. The Borrower has requested that the Agent and the
Lenders consent to a waiver of compliance by the Borrower of the portion of
Section 6.10 of the Credit Agreement which
states that the Borrower shall not have Capital Expenditures in excess of
$25,000,000 for fiscal year 2001. At the request of the Borrower, each Lender by
its signature hereto hereby waives such requirement of Section 6.10 in
connection with a non-cash exchange for video tape-decks between the Borrower
and Sony Electronics, Inc. of approximately $1,200,000.
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 (i) counterparts of this
Amendment which, when taken together, bear the signatures of the Borrower, each
Guarantor, the Agent and the Required Lenders, (ii) a copy of the Instrument of
Assumption and Joinder in the form attached as Exhibit J to the Credit Agreement
executed by CM Intermediary and (iii) definitive certificates representing the
Equity Interests duly endorsed or executed in blank by the appropriate Pledgor;
(B) a Uniform Commercial Code financing statement in favor of
the Agent (on behalf of itself, the Issuing Bank and the Lenders) covering all
of the property of CM Intermediary shall have been filed with the Delaware
Secretary of State pursuant to Section 5.15 of the Credit Agreement; and
(C) all legal matters incident to this Amendment shall be
satisfactory to Morgan, Lewis & Bockius LLP, counsel for the Agent.
Section 5. Representations and Warranties of the Credit Parties. Each
Credit Party represents and warrants that:
(A) after giving effect to the Reorganization, the corporate
structure of the Borrower and its Subsidiaries shall be as set forth in Exhibit
A hereto.
(B) 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
(C) 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 6. 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 7. Fundamental Documents. This Amendment is designated a
Fundamental Document by the Agent.
Section 8. 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 9. APPLICABLE LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
Section 10. 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 11. 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 12. 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.
BORROWER:
CROWN MEDIA HOLDINGS, INC.
By /s/ C. Stanford
--------------------------------------------
Name: Charles Stanford
Title: Executive Vice President
GUARANTORS:
CM INTERMEDIARY, LLC
CROWN MEDIA INTERNATIONAL, INC.
CROWN MEDIA INTERNATIONAL (SINGAPORE) INC.
CROWN ENTERTAINMENT LIMITED
CROWN MEDIA DISTRIBUTION, LLC
CROWN MEDIA INTERNATIONAL (HK) LIMITED
HEN, LLC
HEN (L) LTD.
HM HOLDINGS OF DELAWARE LLC
CROWN MEDIA UNITED STATES, LLC
HM INTERMEDIARY LLC
CITI TEEVEE, LLC
DOONE CITY PICTURES, LLC
HALLMARK INDIA PRIVATE LIMITED
By /s/ C. Stanford
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Name: Charles Stanford
Title: Vice President
LENDERS:
JPMORGAN CHASE BANK (f/k/a
The Chase Manhattan Bank),
individually and as Issuing
Bank and Agent
By /s/ Dennis Heffernan
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Name: Dennis Heffernan
Title: Vice President
BANK OF AMERICA, N. A.
By /s/ Michael Pavell
--------------------------------------------
Name: Michael Pavell
Title: Principal
CREDIT SUISSE FIRST BOSTON
By /s/ Jay Chall
--------------------------------------------
Name: Jay Chall
Title: Director
By /s/ Cassandra Droogan
--------------------------------------------
Name: Cassandra Droogan
Title: Associate
CITICORP USA, INC.
By /s/ Robert F. Parr
--------------------------------------------
Name: Robert F. Parr
Title: Managing Director
DEUTSCHE BANK AG NEW YORK BRANCH
By /s/ Thomas A. Foley
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Name: Thomas A. Foley
Title: Vice President
By /s/ William W. McGinty
--------------------------------------------
Name: William W. McGinty
Title: Director
ROYAL BANK OF CANADA
By /s/ Barbara Meijer
--------------------------------------------
Name: Barbara Meijer
Title: Managing Director
ABN AMRO BANK N.V.
By /s/ Wendy L. Watters
--------------------------------------------
Name: Wendy L. Watters
Title: Vice President
By /s/ Terrence J. Ward
--------------------------------------------
Name: Terrence J. Ward
Title: Group Vice President
BANK ONE, NA (Main Office Chicago)
By /s/ Suzanne Ergastolo
--------------------------------------------
Name: Suzanne Ergastolo
Title: Vice President
WESTDEUTSCHE LANDESBANK GIROZENTRALE,
NEW YORK BRANCH
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