EXHIBIT 10.3
ACKNOWLEDGMENT AND AGREEMENT
This Acknowledgment and Agreement dated as of March 11, 2003, is
executed by Hallmark Entertainment Investments Co. ("HEIC").
WHEREAS, Hallmark Entertainment Holdings, Inc. ("HEH") 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 Hallmark Entertainment, Inc., Liberty Media Corporation, Liberty Crown,
Inc., VISN Management Corp., XX Xxxxxx Partners (BHCA), L.P. and DirecTV
Enterprises, Inc. (the "Stockholders Agreement"); and
WHEREAS, concurrently herewith, HEH is contributing to HEIC, HEH's
shares of Class A Stock and Class B Stock of the Company ("Company Stock"); and
WHEREAS, such transfer is permitted pursuant to Section 3.4 of the
Stockholders Agreement;
NOW, THEREFORE, HEIC hereby acknowledges and agrees as follows:
HEIC 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 HEH, except as provided in Section 3.4 and
Section 3.5 of the Stockholders Agreement.
IN WITNESS WHEREOF, HEH has caused this Acknowledgement and Agreement
to be executed as of the date set forth above.
HALLMARK ENTERTAINMENT INVESTMENTS CO.
By: /s/ Xxxxxx X. Xxxxxx /s/
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Title: Vice President
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