Exhibit 10.97


 


PROMISSORY NOTE


 


	
  Principal Amount: $132,785,424



  	
  Date:       As of October 1,
  2005

  Wilmington, Delaware

  



 


§1.                Promise to Pay.


 


For value received, the Company hereby promises to pay
to the order of Hallmark Entertainment Distribution, LLC or its assigns, (“Distribution”)
at such place as Distribution may, from time to time specify in writing, the
above principal amount outstanding under this Note together with all fees and
accrued interest no later than the Maturity Date and in accordance with Section 2
hereof.


 


§2.                Interest.


 


§2.1           Loans provided hereunder shall bear interest
at the rate of LIBOR plus 300 basis points per annum from the effective date of
October 1, 2005 and shall be payable in full on August 31, 2006 (“Maturity Date”).


 


§2.2           All calculations of interest and fees shall
be made on the basis of actual number of days elapsed in a 360-day year.


 


§2.3           “LIBOR” shall mean the three month rate for
London Inter-Bank Offering Rate published for the first day of each quarter in
the Wall Street Journal.


 


§3.                Repayment and
Optional Prepayment.


 


§3.1           The Company shall pay to Distribution a
single principal payment together with all accrued and unpaid interest on the
Maturity Date.


 


§3.2           The Company shall have the privilege at any
time and from time to time, to prepay this Note in whole or in part without
premium or penalty to the extent permitted by that certain Credit and Security
Agreement dated as of August 31, 2001 with JPMorgan Chase as agent (“Credit
Agreement”).


 


§4.                Events of
Default.


 


Each of the following shall constitute an event of
default hereunder (an “Event of Default”):


 


(i)                        The
failure of the Company to make any payment of principal or interest hereunder
when the same is due and payable, and such failure to pay continues for a period
of five (5) days or more after written notice thereof from Distribution;


 


(ii)                     The
Company shall be in default with respect to the Credit Agreement or with
respect to that certain Note Purchase Agreement dated as of August 1, 2003
by and between Crown Media Holdings, Inc. and HC Crown Corp and such
default under either facility could accelerate the maturity of the indebtedness
thereunder and such default is not cured or waived within the grace period
provided therein.


 


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5.                         Remedies.


 


Upon the occurrence of an Event of Default and at any
time thereafter during the continuance of such Event of Default hereunder,
Distribution shall have the right to declare the entire unpaid amount of
principal and interest hereunder immediately due and payable in full without
presentation, demand or protest, each of which is hereby waived by the Company.


 


§6                     Waivers.


 


§6.1           The failure by Distribution to exercise any
right or remedy available hereunder in the Event of Default shall in no event
be construed as a waiver or release of the same. Likewise, Distribution shall
not, by any act or omission or commission, be deemed to waive any right
hereunder unless such waiver is evidenced in writing and signed by
Distribution, and then only to the extent specifically set forth in such
writing. Moreover, a waiver with respect to any one event shall not be
construed as continuing or as a bar to or waiver of Distribution’s rights or
remedies with respect to any subsequent event.


 


§6.2           The Company expressly waives presentment for
payment, notice of dishonor, protest, notice of protest, diligence of
collection, and each other notice of any kind, and hereby consent to any number
of renewals or extensions of time for payment hereof, which renewals and
extensions shall not affect the liability of the Company.


 


§6.3           The Company hereby waives and releases all
errors, defects and imperfections in any proceeding instituted by Distribution
under the terms hereof as well as all benefits that might accrue to the Company
by virtue of any present or future laws exempting any property, real, personal
or mixed, or any part of the proceeds arising from any sale of such
property, from attachment, levy or sale under execution, or providing for any
stay of execution, exemption from civil process, or extension of time for
payment; and the Company agrees that any real estate that may be levied
upon pursuant to a judgment obtained by virtue hereof, or any writ of execution
issued thereon, may be sold upon any such writ in whole or in part or
in any other manner desired by Distribution.


 


§7.                  Notices.


 


Each notice required to be given to any party
hereunder shall be in writing and shall be deemed to have been sufficiently
given for all purposes when sent by certified or registered mail, return
receipt requested, to the party at its respective address as follows or to such
other address as indicated by such party in writing:


 


	
   

  	
  Company:

  	
  Crown
  Media United States, LLC

  12700 Ventura Blvd, Suite 200 

  Studio City, CA 91604 

  Phone: 818-755-2400 

  ATTN: William J. Aliber

  
	
   

  	
   

  	
   

  
	
   

  	
  Distribution:

  	
  Hallmark
  Entertainment Distribution, LLC

  1 1325 Ave. of the Americas 

  New York, NY 10019 

  Phone: 212-977-9001 

  ATTN: Robert Halmi, Jr.

  



 


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  With a copy to:

  	
  Hallmark Cards, Incorporated 

  P.O. Box 419126 

  Kansas City, MO 64141 

  ATTN: General Counsel

  



 


§8.                  Assignability.


 


This Agreement shall be binding upon and inure to the
benefit of the Company and Distribution and their respective successors and
assigns; provided, however, that this Note, or any portion thereof, may not
be assigned by the Company without the written consent of Distribution.


 


§9.                  Modifications.


 


This Note may be modified only in a writing
signed by the Company and Distribution. Any amendment, extension of time or any
other modification shall not affect Company’s obligations hereunder.


 


§10.           Governing Law.


 


This Note shall be governed by and construed according
to the laws of the State of Delaware without regard to the conflict of laws
provision thereof.


 


§11.           Headings.


 


The heading preceding the text of each Section hereof
is inserted solely for convenience of reference and shall not constitute a part of
this Note, nor shall the same affect the meaning, construction of effect hereof.


 


§12.           Severability.


 


If any provision of this Note or the application
thereof is declared by a court of competent jurisdiction to be invalid or
unenforceable, the remaining provisions hereof shall be unaffected and remain
valid and enforceable to the fullest extent permitted by law.


 


IN WITNESS WHEREOF,
the undersigned officers have executed this Note as of the day and year first
above written thereby legally binding such party to the terms hereof.


 


 


	
   

  	
   

  	
   

  	
  CROWN MEDIA
  UNITED STATES, LLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By 

  	
  /s/
  William J. Aliber

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
  William
  J. Aliber

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
  EVP
  / CFO

  	
   

  



 


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