EXHIBIT 10.9
ACKNOWLEDGMENT AND AGREEMENT
This Acknowledgment and Agreement dated as of February 28, 2003, is
executed by Xxxxxx Electronics Corporation ("Xxxxxx").
WHEREAS, DIRECTV Enterprises LLC, formerly DIRECTV Enterprises, Inc.,
("DIRECTV") is a shareholder of Crown Media Holdings, Inc. ("Company"), and is a
party to that certain Second Amended and Restated Stockholders Agreement dated
as of August 30, 2001, by and among DIRECTV, Hallmark Entertainment Holdings,
Inc. (as transferee from Hallmark Entertainment, Inc.), Liberty Media
Corporation, Liberty Crown, Inc., VISN Management Corp., and XX Xxxxxx Partners
(BHCA), L.P. (the "Stockholders Agreement"); and
WHEREAS, DIRECTV has transferred to its parent company, Xxxxxx, all of
DIRECTV's shares of Class A Common Stock of the Company; and
WHEREAS, such transfer is permitted pursuant to Section 3.4 of the
Stockholders Agreement.
NOW, THEREFORE, Xxxxxx hereby acknowledges and agrees as follows:
Xxxxxx shall hereby become a signatory to the Stockholders Agreement
and shall receive the same rights set forth therein and be bound by the same
obligations set forth therein as DIRECTV, except as provided in Section 3.4 and
Section 3.5 of the Stockholders Agreement.
IN WITNESS WHEREOF, Xxxxxx has caused this Acknowledgement and
Agreement to be executed as of the date set forth above.
XXXXXX ELECTRONICS CORPORATION
By: /s/ XXXX XXXXXX
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Name: Xxxx Xxxxxx
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Title: VP & CFO
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