Attached files
file | filename |
---|---|
10-K - MAIN BODY - CROWN MEDIA HOLDINGS INC | mainbody.htm |
EX-31.2 - CFO CERTIFICATION - CROWN MEDIA HOLDINGS INC | cfocert.htm |
EX-10.26 - AMENDMENT NO. 16 - CROWN MEDIA HOLDINGS INC | amend16.htm |
EX-23.2 - CONSENT - CROWN MEDIA HOLDINGS INC | consent.htm |
EX-31.1 - PRESIDENT CERTIFICATION - CROWN MEDIA HOLDINGS INC | prescert.htm |
EX-32.2 - CFO SOX CERTIFICATION - CROWN MEDIA HOLDINGS INC | soxcfocert.htm |
EX-32.1 - PRESIDENT SOX CERTIFICATION - CROWN MEDIA HOLDINGS INC | soxprescert.htm |
EX-10.58 - INTERCOMPANY SERVICES AGREEMENT - CROWN MEDIA HOLDINGS INC | intercompany.htm |
EX-21.1 - LIST OF SUBSIDIARIES - CROWN MEDIA HOLDINGS INC | subsidiaries.htm |
Exhibit
10.46
TRADEMARK LICENSE WAIVER
AGREEMENT
This Waiver Agreement, dated as of
March 3, 2010, is by and between Hallmark Licensing, Inc. (“Hallmark Licensing”)
and Crown Media United States, LLC (“Crown Media”).
WHEREAS, Crown Media and Hallmark
Licensing have previously entered into that certain (1) Amended and Restated
Trademark License Agreement between the parties dated as of March 27, 2001 as
extended on November 30, 2002, as of August 28, 2003, as of August 1,
2004, as of August 1, 2005, as of April 10, 2006, as of August 1, 2007, as of
August 1, 2008 and August 15, 2009 (“HC TM License Agreement”) and (2) Movie
Channel Trademark License Agreement between the parties dated as of January 1,
2004, as extended as of August 1, 2004, as of August 1, 2005, as of April 10,
2006, as of August 1, 2007, as of August 1, 2008 and August 15, 2009 (“HMC TM
License Agreement”);
WHEREAS, under Section 8(e) of each
of the HC TM License Agreement and HMC TM License Agreement, Crown Media would
be in default if its auditors determine that Crown Media is no longer a going
concern (the “Event of Default”);
WHEREAS, Crown Media’s auditor has
advised that it will issue an opinion on March 4, 2010 in connection
with its audit of Crown Media’s consolidated financial statements for the fiscal
year ended December 31, 2009 which indicates that there doubts about Crown
Media’s ability to continue as a concern (“KPMG Opinion”);
WHEREAS,
receiving such an opinion would trigger an Event of Default under each of the HC
TM License Agreement and HMC TM License Agreement; and
WHEREAS, Crown Media has requested that
Hallmark Licensing waive this Event of Default and Hallmark Licensing is willing
to grant such waiver.
NOW, THEREFORE, Crown Media and
Hallmark Licensing hereby agree as follows:
1. Subject
to the terms and conditions set forth herein, Hallmark Licensing hereby agrees
to waive the Event of Default triggered by Crown Media’s receipt of the KPMG
Opinion. This waiver shall only apply in connection with this KPMG
Opinion and shall not apply to any future instances or opinions in connection
with any future audits or financial statements.
2. All other
terms and conditions of the HC TM License Agreement and HMC TM License Agreement
shall remain unchanged and in full force and effect.
IN WITNESS WHEREOF, the parties hereto
have executed this Trademark License Waiver Agreement as of the date set forth
above.
HALLMARK
LICENSING, INC.
By:
_/s/ C. Todd
Navrat__________________
Name:
C. Todd Navrat
Title:
Vice President
CROWN
MEDIA UNITED STATES, LLC
By:
__/s/ Charles
Stanford________________
Name:
Charles Stanford
Title:
Vice President