EXHIBIT 10.5
March 5, 2003
VISN Management Corp.
810 Twelfth Avenue South
Nashville, TN 37203
Attention: Wilford V. Bane
National Interfaith Cable Coalition, Inc.
74 Trinity Place
Suite 1550
New York, NY 10006
Attention: Ed Murray
Gentlemen:
This will confirm our agreement to further amend the Agreement between Odyssey
Holdings, LLC (now known as Crown Media United States, LLC, hereinafter "Crown")
and the National Interfaith Cable Coalition, Inc. ("NICC") dated as of November
13, 1998 (the "Programming Agreement"), which was previously amended by an
amendment dated as of February 22, 2001 between Crown, NICC and VISN Management
Corp. (the "Amendment"), as follows:
1. Paragraphs 1(c) and 2(b) of the Amendment provided for payment of
license fees or production funding by Crown of up to $10,000,000
per year for a Signature Series (the "Series"), co-produced by
Crown and NICC. In view of the fact that production of the Series
has not commenced in either 2002 or 2003 and accordingly NICC has
not realized any "overhead fees" from the Series, Crown has agreed
to pay NICC the sum of $3,000,000 in each of 2002 and 2003 to
defer NICC's cost of maintaining its production operations during
these years. As of the date of this Amendment, $3,750,000 of this
amount has been paid. The remainder will be payable, upon receipt
of invoice, in three installments of $750,000 each on April 1,
2003, July 1, 2003 and October 1, 2003, provided that production
of the Series has not commenced. Once production of the Series
commences or the Programming Agreement or Amendment are terminated
pursuant to their terms, Crown's obligation to make these payments
will end and Crown will be entitled to recover the previous
amounts paid pursuant to this paragraph from any future amounts
payable by Crown or HEI to NICC or its affiliated companies under
the license agreements or production budgets for the Series.
2. Under the Programming Agreement, NICC granted Crown certain
exclusive broadcast rights to new programming produced pursuant to
the Programming Agreement. These provisions in the Programming
Agreement regarding exclusivity and license term (the "Program
License Term") also governed programs produced pursuant to the
Amendment. Notwithstanding the terms of the Programming Agreement,
NICC and Crown have agreed that the period of Crown's exclusivity
to the "non-dramatic" Holiday Specials described in Paragraph 1(d)
of the Amendment will be determined as follows: At any time
following the 60th day after the Hallmark Channel's initial
telecast of a "non-dramatic" Holiday Special, NICC may submit a
written request to Crown, asking that Crown waive its exclusivity
to that Holiday Special. Crown will advise NICC within 15 days of
receiving such request, whether it intends to rebroadcast the
Special and, if so, the period during which Crown believes, in
good faith, that it will need to retain its exclusivity to the
Special. If Crown advises NICC that it wishes to retain
exclusivity for a specified period, then Crown's rights to the
Special will remain exclusive for that period and then following
the specified period, will become non-exclusive for the remainder
of the Program License Term. If Crown advises NICC that it does
not require further exclusivity or does not respond within the 15
day period, then Crown's rights to the Special will become
non-exclusive for the remainder of the Program License Term.
Except as amended herein, the terms of the Programming Agreement and Amendment
will remain in full force and effect.
Please confirm your agreement to the foregoing by countersignature where
provided below.
Very truly yours,
Crown Media United States, LLC
By: /s/ DAVID J. EVANS
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Accepted and Agreed to
VISN Management Corp.
By: /s/ WILFORD V. BANE, JR.
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National Interfaith Cable Coalition, Inc.
By: /s/ EDWARD J. MURRAY
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