Exhibit 10.96
AMENDMENT NO. 12 dated as of March
2, 2007 (this “ Amendment ”) to the Credit,
Security, Guaranty and Pledge Agreement dated as of August 31, 2001
as amended by Amendments 1 through 11 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 and December 8, 2006, 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 ”).
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 and the
Guarantors have requested that the Maturity Date of the Credit
Agreement be extended for one (1) year, and that the existing
Hallmark L/C be replaced with a new letter of credit issued by
JPMorgan Chase Bank, N.A., to be issued in the face amount of
$130,000,000 in substantially the same form as the existing
Hallmark L/C.
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 Credit
Agreement . Upon the Amendment Effective Date (as defined
below):
(A)
Article 1 of the Credit Agreement is hereby amended by deleting the
definitions of “Hallmark L/C” and “Maturity Date
“ appearing therein and inserting in lieu thereof the
following replacement definitions:
““ Hallmark L/C
” shall mean an irrevocable letter of credit issued to the
Agent by Citibank, N.A. in the amount of the Total Commitment as
credit support for the Obligations of the Borrower, substantially
in the form of Exhibit R hereto or a replacement irrevocable letter
of credit issued to the Agent by JPMorgan Chase Bank, N.A. in
substantially the form of Exhibit R-l hereto.”
““ Maturity
Date” shall mean May 31, 2008.”
(B) Article
of the Credit Agreement is hereby further amended by adding the
following definition of “Amendment No. 12 Effective
Date” in appropriate alphabetical order:
““ Amendment No. 12
Effective Date ” shall the Amendment Effective Date, as
such term is defined in that certain Amendment No. 12 dated as of
March 2, 2007 to this Credit Agreement.”
(C) The
Credit Agreement is hereby modified by deleting the phrase
“as of the date hereof” where such phrase appears in
Sections 3.1(c), 3.6(a), 3.6(b), 3.17(b), 3.23 and 3.25, and
inserting in lieu thereof the phrase “as of the Amendment No.
12 Effective Date”.
(D)
The Credit Agreement is hereby modified by deleting the phrase
“on the date hereof” where such phrase appears in
Sections 3.7(a), 3.7(b), 3.10 and 8.3(a), and inserting in lieu
thereof the phrase “as of the Amendment No. 12 Effective
Date”.
(E) The
Credit Agreement is hereby modified by deleting the phrase
“as of the Closing Date” where such phrase appears in
Sections 3.18(a) and 3.18(b), and inserting in lieu thereof the
phrase “as of the Amendment No. 12 Effective
Date”.
(F)
Sections 3.7(a) and 3.7(b) of the Credit Agreement are hereby
modified by deleting the phrase “on a pro forma basis after
giving effect to the acquisition contemplated by the HEDC Purchase
Agreement” appearing therein.
(G) Section
3.7(b) of the Credit Agreement is hereby amended by deleting the
final sentence appearing therein.
(H) Section
3.17(b) of the Credit Agreement is hereby amended by deleting the
sentence “The Credit Parties have delivered or made available
to the Agent a true and complete copy of each agreement described
on Schedule 3.17, including all exhibits and schedules.”
appearing therein.
(I)
Section 6.1 of the Credit Agreement is hereby amended by inserting
the following language immediately prior to the end thereof:
“provided, that to the extent that any Indebtedness which was
incurred as permitted by clauses 6.1 (i)-(iv) or 6.1 (v)-(xii) is
also described on Schedule 3.18(a) (as updated on the Amendment No.
12 Effective Date), the inclusion of such Indebtedness on such
updated Schedule 3.18(a) shall not re-set any relevant baskets
under Section 6.1 or permit the incurrence of any Indebtedness
beyond that described in clauses 6.1 (i)-(iv) or 6.1
(v)-(xii)”
(J)
Section 12.1 of the Credit Agreement is hereby modified by (1)
deleting the “and” appearing at the end of clause (xi)
thereof, (2) replacing the period appearing at the end of clause
(xii) thereof with, “and” and (3) inserting at the end
thereof the following new clause (xiii):
“(xiii) to accept a
replacement Hallmark L/C in substantially the form of Exhibit R-l
in replacement for the existing Hallmark L/C in the form of Exhibit
R, and to surrender the existing Hallmark L/C in connection
therewith.”
(K) The
Credit Agreement is hereby modified by adding the a new
“Exhibit R-1 — Form of Replacement Hallmark L/C”
in the form attached to this Amendment as Exhibit I,
2
and the Table of Contents of the
Credit Agreement is hereby modified by adding a reference to
“Exhibit R-l - F
