Acknowledgment and Agreement by Hallmark Entertainment Holdings, Inc. to Second Amended and Restated Stockholders Agreement

Summary

Hallmark Entertainment Holdings, Inc. (HEH) agrees to become a party to the Second Amended and Restated Stockholders Agreement for Crown Media Holdings, Inc., following the transfer of shares from Hallmark Entertainment, Inc. (HEI) to HEH. HEH will have the same rights and obligations as HEI under the agreement, except as specified in certain sections. This document formalizes HEH's acceptance of these terms as of December 31, 2001.

EX-10.2 3 d95104ex10-2.txt EX-10.2 2ND AMENDED/RESTATED STOCKHOLDERS AGRMT EXHIBIT 10.2 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 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 WHEREAS, HEI has transferred to its parent company HEH, HEI'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, HEH hereby acknowledges and agrees as follows: HEH 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 HEI, 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 HOLDINGS, INC. /s/ JUDITH WHITTAKER --------------------- By: Judith Whittaker Title: VICE PRESIDENT