Amendment No. 1 to Promissory Note between HC Crown Corporation and Crown Media Holdings, Inc.

Summary

This amendment updates a promissory note originally issued by Crown Media Holdings, Inc. to HC Crown Corporation, with guarantees from Crown Media International, Inc. and Crown Media United States, LLC. The amendment changes a financial threshold in the note, reducing the required LTM Revenue figure for June 30, 2001, from $100 million to $96 million. The change is effective as of June 30, 2001. All other terms of the original note remain unchanged.

EX-10.2 5 d89363ex10-2.txt EX-10.2 AMENDMENT NO. 1 TO THE PROMISSORY NOTE 1 EXHIBIT 10.2 AMENDMENT NO. 1 Whereas, HC Crown Corporation ("HC Crown") is the payee under a Promissory Note (the "Note"), made February 12, 2001, by Crown Media Holdings, Inc. (the "Company") and guaranteed by Crown Media International, Inc. and Odyssey Holdings, L.L.C. (now known as Crown Media United States, LLC); and Whereas HC Crown and the Company desire to amend the Note as set forth herein. Now, therefore, for good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties hereto agree to amend the Note as follows. Terms set forth herein that are not defined have the meaning ascribed thereto in the Note. 1. Clause 8.3 of the Note is hereby amended by deleting the number "$100MM" where it appears beside the row marked "6/30/01" and under the column headed "LTM Revenue" and inserting the number "$96MM" in lieu thereof. 2. This amendment shall be effective as of June 30, 2001. HC Crown Corporation By: /s/ E. Bruce McKinney ----------------------------- Name: E. Bruce McKinney Title: Treasurer Crown Media Holdings, Inc. By: /s/ William J. Aliber ----------------------------- William J. Aliber Chief Financial Officer