amend16.htm


    Exhibit
10.26

    


    AMENDMENT
NO. 16 dated as of March 2, 2010 (this “Amendment”) to the
Credit, Security, Guaranty and Pledge Agreement dated as of August 31, 2001
as amended by Amendments 1 through 15 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, March 2,
2007, July 27, 2007, March 10, 2008 and March 2, 2009, 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 has requested that the Maturity Date of the Credit Agreement be
extended from March 31, 2010 to August 31, 2010, and has agreed to reduce
the Total Commitment to $30,000,000;

     

    WHEREAS,
the Administrative Agent and each of the Lenders have agreed to make certain
modifications to the Credit Agreement in order to accommodate the items
described in the preceding recitals.

     

    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:

     

    (1) deleting
the definitions of “Commitment Termination Date” and “Maturity Date” appearing
therein and inserting in lieu thereof the following replacement
definitions:

     

    “Commitment Termination
Date” shall mean the earlier to occur of (i) August 31, 2010 and
(ii) such earlier date on which the Total Commitment shall terminate in
accordance with Section 2.8(a) or Article 7 hereof.

     

    “Maturity Date” shall
mean August 31, 2010.

     

    (B) Article 1
of the Credit Agreement is hereby further amended by inserting the following
definitions in appropriate alphabetical order:

     

    “Amendment No. 16”
shall mean that certain Amendment No. 16 dated as of March 2, 2010 to this
Credit Agreement.

     

    (C) Section
6.5 of the Credit Agreement is hereby amended by inserting the following proviso
immediately after clause (vii):

     

    “For the
avoidance of doubt, the foregoing Section 6.5 shall not prevent the Borrower
from entering into a term sheet or recapitalization agreement which contemplates
the conversion of certain Subordinated Debt which is covered under the Hallmark
Cards Subordination and Support Agreement into preferred stock of the Borrower
so long as the contemplated terms of such preferred stock would not include any
mandatory redemptions or capital calls prior to the Maturity Date.”

     

    (D) The
Schedule of Commitments attached as Schedule 1 to the Credit Agreement is hereby
deleted in its entirety and replaced with Schedule 1 to this
Amendment.

     

    Section
3. Conditions to
Effectiveness.  The effectiveness of this Amendment is subject
to the satisfaction in full of each of the conditions precedent set forth below
(the date on which all such conditions have been satisfied being herein called
the “Amendment
Effective Date”):

     

    (A) the Agent
shall have received counterparts of this Amendment which, when taken together,
bear the signatures of the Borrower, Hallmark Cards, each Guarantor and each of
the Lenders;

     

    (B) the Agent
shall have received for the account of the Lenders a fee of $25,000.00 in
consideration for the extensions of the Maturity Date to be implemented
hereunder;

     

    (C) the
representations and warranties in Section 4 hereof shall be true on the
Amendment Effective Date as if made on such date;

     

    (D) all legal
matters incident to this Amendment shall be satisfactory to Morgan, Lewis &
Bockius, LLP, counsel for the Agent;

     

    (E) the
Borrower shall have prepaid such Loans as necessary to cause the aggregate
outstanding principal amount of the Loans plus the L/C Exposure is no greater
than $30,000,000; and

     

    (F) the Agent
shall have received evidence satisfactory to it that the provisions of that
certain Amended and Restated Waiver and Standby Purchase Agreement dated as of
March 10, 2008 among the Borrower, Hallmark Cards, HCC, Crown Media US and
the other parties thereto have been modified to provide that the Credit Parties
shall have received an extension until no earlier than August 31, 2010 on
the same terms and conditions as in effect as prior to such extension or
otherwise on terms and conditions satisfactory to the Agent.

     

    Section
4. Representations and
Warranties of the Credit Parties.  Each Credit Party represents
and warrants that:

     

    (A) after
giving effect to this Amendment, the representations and warranties contained in
Section 3 of the Credit Agreement and in the other Fundamental Documents are
true and correct in all material respects (except to the extent that any such
representations and warranties specifically relate to an earlier date, in which
case they shall be true and correct as of such earlier date, or changed
circumstances specifically contemplated by, and allowed pursuant to, this the
Credit Agreement) with the same effect as if made on and as of the date hereof;
and

     

    (B) 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
5. Acknowledgment re: Hallmark
Cards Facility Guarantee.  (A) By its execution of this
Amendment, Hallmark Cards, in its capacity as guarantor under the Hallmark Cards
Facility Guarantee, hereby acknowledges the extension of the Maturity Date which
is being implemented under the Credit Agreement pursuant to this Amendment, and
hereby acknowledges and agrees that the provisions of the Hallmark Cards
Facility Guarantee shall be in full force and effect both prior and subsequent
to the Amendment Effective Date.

     

    (B) By its
execution of this Amendment, Hallmark Cards, in its capacity as Subordinated
Creditor (as defined in the Hallmark Cards Subordination and Support Agreement),
on behalf of itself and each other Subordinated Creditor, hereby (i)
acknowledges the extension of the Maturity Date which is being implemented under
the Credit pursuant to this Amendment and (ii) acknowledges and agrees that the
provisions of the Hallmark Cards Subordination and Support Agreement shall be in
full force and effect both prior and subsequent to the effectiveness of this
Amendment with respect to Hallmark Cards and each other Subordinated
Creditor.

     

    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 shall reasonably
request.

     

    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/ Brian
Stewart                                                                           

     

    Name:
Brian Stewart

     

    Title:
EVP, Chief Financial Officer

     

    GUARANTORS:

    
      	
               
      

            	
              CM
      INTERMEDIARY, LLC

            


    

    
      	
               
      

            	
              CROWN
      MEDIA UNITED STATES, LLC

            


    

    
      	
               
      

            	
              CITI
      TEEVEE, LLC

            


    

    
      	
               
      

            	
              DOONE
      CITY PICTURES, LLC

            


    

     

    By /s/ Brian
Stewart                                                                           

     

    Name:
Brian Stewart

     

    Title:
EVP, Chief Financial Officer


    
      
         


      

      
         


        
          

        

      

      
         


      

    


     

    LENDER:

    JPMORGAN
CHASE BANK, N.A., individually and as Agent and Issuing Bank

     

    
      	
              By/s/ Gregory T.
      Martin

            	 	 


    

     

    
      	
               
      

            	
              Name:
      Gregory T. Martin

            


    

     

    
      	
               
      

            	
              Title:
      Vice President

            


    

     

    


     

    Acknowledged
and Agreed, solely with

     

    Respect
to Sections 5(A) and 5(B) hereof:

     

    


     

    


    HALLMARK
CARDS, INCORPORATED

     

    


     

    
      	
              By/S/ Timothy
      Griffith

            	 	 


    

     

    
      	
               
      

            	
              Name:
      Timothy Griffith

            


    

     

    
      	
               
      

            	
              Title:
      EVP, Chief Financial
Officer