EXHIBIT 10.1
AMENDMENTS, made as of May 15, 2002 to those certain Amended and
Restated Program License Agreements ("Agreements") dated as of January 1, 2001
between Hallmark Entertainment Distribution, LLC ("HED" or "Licensor") and Crown
Media United States, LLC (formerly known as Odyssey Holdings, LLC) ("CMUS" and
the "CMUS License") and between Licensor and Crown Media International, Inc.
("CMI" and the "CMI License").
For good and valuable consideration, the receipt and sufficiency of
which are being acknowledged HED and CMUS and CMI hereby agree to amend the
Agreements as follows:
1. Whereas, (a) Pursuant to Paragraph 9 of the CMUS License, CMUS
may sublicense and transfer its rights in the Library Pictures
and New Pictures (the "Pictures") to a third party; and (b)
CMUS is desirous of engaging HED on a non-exclusive basis to
solicit and] enter into third party license agreements ("Third
Party License Agreements"), therefore CMUS hereby authorizes
HED, (a) to enter into Third Party License Agreements in its
own name covering rights controlled by CMUS in respect of
those titles set forth on Schedule A ("Schedule A Titles")
attached hereto and incorporated herein by reference; (b) if
requested and approved in writing by CMUS, to enter into Third
Party License Agreements in CMUS' name as its agent in respect
of the Pictures; and, (c) to collect all monies due in respect
of the Schedule A Titles (and the Pictures, if requested by
CMUS) and to remit one hundred percent (100%) of the amount
collected (the "Third Party License Fees") to CMUS (or in the
alternative, to direct that such Third Party License Fees be
paid directly to CMUS or CMI as applicable). With respect to
Schedule A Titles, and Pictures, if applicable, which are the
subject of Third Party License Agreements with terms which
extend beyond the Picture Term and the Second Picture Term, if
any, CMUS and HED shall share the Third Party License Fees.
HED's share shall be calculated by multiplying the Third Party
License Fee by a fraction, the numerator of which is the
number of days in that portion of the term of the Third Party
License Agreement which extends beyond the end of the Picture
Term and if extended, the Second Picture Term, and the
denominator of which shall be the length of the Third Party
License Agreement term (expressed in number of days). Any
payment due HED in respect of the foregoing is in addition to,
and not in lieu of, HED's 50% share, as provided for in
Paragraph 9 ("HED's Share"). The balance remaining after
deducting HED's Share will be CMUS' Share to which HED will be
entitled to such portion thereof, if any, as provided for in
Paragraph 9.
2. In addition, pursuant to Paragraph 11 of the CMI License, CMI
may sublicense and transfer its rights to the Pictures
licensed under the CMI License to third parties, subject to
the consent of HED. CMI hereby authorizes HED, on a
non-exclusive basis, to enter into Third Party License
Agreements for Pictures covered by the CMI License under terms
approved in advance in writing by CMI and to collect and remit
the Third Party License Fees therefrom to CMI in the same
manner as described in Paragraph 1 above.
Any Third Party License Fees which exceed the license fees
paid HED by CMI for any Picture or are attributable to terms
exceeding CMI's Picture Terms will be allocated between CMI
and HED in the same manner as described in Paragraph 1. To the
extent HED enters into Third Party License Agreements for
Pictures covered by the CMI License, it will be deemed to have
consented to such Third Party Licenses.
3. Paragraph 10 [New] Accounting/Audit Rights - CMUS, CMI and
HED, as applicable shall with respect to the Schedule A Titles
and Pictures and to the extent either receives Third Party
License Fees, pay the other its allocable share of the Third
Party License Fees (if any) as calculated pursuant to
Paragraph 1 above within thirty (30) days of its receipt by
the collecting party. CMUS, CMI and HED shall each maintain
full, true, separate and accurate books and records of
accounts, including without limitation a record of all Third
Party License Fees they have invoiced and collected. Upon no
less than two (2) weeks advance written notice (or any shorter
period of time that may be agreed upon by the parties), either
party, at its sole cost and expense, shall have the right,
during reasonable business hours, at the other's principal
place of business within the continental United States (or
such other location that may be agreed upon by the parties) to
have it's agents or representatives audit, inspect and copy
the books and records of the other or the other's corporate
affiliates related to the Schedule A Titles and Pictures which
are subject to this provision. At no time shall either party
require the other to audit any documents at a location that is
outside of the continental United States. Each party shall, in
good faith, assist and cooperate with the other party in
connection with any such audit. Neither party may audit the
other's books and records relating to the Schedule A Titles
and Pictures more than once during any twelve (12) month
period.
Except as amended hereby, the terms and conditions of the Agreement
shall be unaffected hereby and the Agreement shall remain in full force and
effect.
Agreed and Accepted: Agreed and Accepted:
Hallmark Entertainment Distribution, LLC Crown Media United States, LLC
By: /s/ J. Ringler By: /s/ C. Stanford
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Agreed and Accepted:
Crown Media International, LLC.
By: /s/ C. Stanford
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