EXHIBIT 12 HALLMARK ENTERTAINMENT DISTRIBUTION, LLC December 31, 2001 Charles L. Stanford Crown Media Holdings, Inc. 6430 S. Fiddlers Green Circle Suite 500 Englewood, CO 80111 Re: Registration Rights Agreement dated as of September 28, 2001 Dear...Registration Rights Agreement • January 18th, 2002 • Crown Media Holdings Inc • Cable & other pay television services
This will confirm that Hallmark Entertainment, LLC has transferred to Hallmark Entertainment Holdings, Inc. the Class A Stock of Crown Media Holdings, Inc. acquired pursuant to that Purchase and Sale Agreement dated as of April 10, 2001 by and between Crown Media Holdings, Inc. and Hallmark Entertainment Distribution, LLC. In connection with this transfer of Stock, Hallmark Entertainment, LLC has also assigned to Hallmark Entertainment Holdings, Inc. all of its rights and obligations under the Registration Rights Agreement dated as of September 28, 2001.
JOINT FILING AGREEMENTJoint Filing Agreement • January 18th, 2002 • Crown Media Holdings Inc • Cable & other pay television services
In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing of a Statement on Schedule 13D (including any and all amendments thereto) with respect to the shares of Class A common stock, par value $0.01 per share, of Crown Media Holdings, Inc., and further agree that this Joint Filing Agreement (this "Agreement") be included as an Exhibit thereto. In addition, each party to this Agreement expressly authorizes each other party to this Agreement to file on its behalf any and all amendments to such Statement.
EXHIBIT 10 ACKNOWLEDGMENT AND AGREEMENT This Acknowledgment and Agreement dated as of December 31, 2001, is executed by Hallmark Entertainment Holdings, Inc. ("HEH"). WHEREAS, Hallmark Entertainment, Inc. ("HEI") is a shareholder of Crown Media...Acknowledgment and Agreement • January 18th, 2002 • Crown Media Holdings Inc • Cable & other pay television services
WHEREAS, Hallmark Entertainment, Inc. ("HEI") 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., JP Morgan Partners (BHCA), L.P. and DirecTV Enterprises, Inc. (the "Stockholders Agreement"); and
AGREEMENT This Agreement is between Hallmark Entertainment, LLC (f/k/a Hallmark Entertainment, Inc.) ("Holder") and Hallmark Entertainment Holdings, Inc. ("HEHI"). WHEREAS, Holders holds or may hold stock in Crown Media Holdings, Inc. ("Crown"); NOW,...Stock Transfer Agreement • January 18th, 2002 • Crown Media Holdings Inc • Cable & other pay television services
This Agreement is between Hallmark Entertainment, LLC (f/k/a Hallmark Entertainment, Inc.) ("Holder") and Hallmark Entertainment Holdings, Inc. ("HEHI").
