**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 payto the order of Hallmark Entertainment Distribution, LLC or its assigns, (“Distribution”)at such place as Distribution may, from time to time specify in writing, theabove principal amount outstanding under this Note together with all fees andaccrued interest no later than the Maturity Date and in accordance with Section 2hereof.

 

**§2. ****               Interest.**

 

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

 

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

 

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

 

**§3. ****               Repayment andOptional Prepayment.**

 

**§3.1**           The Company shall pay to Distribution asingle principal payment together with all accrued and unpaid interest on theMaturity Date.

 

**§3.2**           The Company shall have the privilege at anytime and from time to time, to prepay this Note in whole or in part withoutpremium or penalty to the extent permitted by that certain Credit and SecurityAgreement dated as of August 31, 2001 with JPMorgan Chase as agent (“CreditAgreement”).

 

**§4. ****               Events ofDefault.**

 

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

 

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

 

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

 

1

----

 

**5.****                         Remedies.**

 

Upon the occurrence of an Event of Default and at anytime thereafter during the continuance of such Event of Default hereunder,Distribution shall have the right to declare the entire unpaid amount ofprincipal and interest hereunder immediately due and payable in full withoutpresentation, demand or protest, each of which is hereby waived by the Company.

 

**§6****                     Waivers.**

 

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

 

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

 

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

 

**§7.****                  Notices.**

 

Each notice required to be given to any partyhereunder shall be in writing and shall be deemed to have been sufficientlygiven for all purposes when sent by certified or registered mail, returnreceipt requested, to the party at its respective address as follows or to suchother 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. |

 

2

----

 
| ** ** | **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 thebenefit of the Company and Distribution and their respective successors andassigns; provided, however, that this Note, or any portion thereof, may notbe assigned by the Company without the written consent of Distribution.

 

**§9.****                  Modifications.**

 

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

 

**§10.****           Governing Law.**

 

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

 

**§11.****           Headings.**

 

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

 

**§12.****           Severability.**

 

If any provision of this Note or the applicationthereof is declared by a court of competent jurisdiction to be invalid orunenforceable, the remaining provisions hereof shall be unaffected and remainvalid 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 firstabove 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 |   |

 

3

----