EXHIBIT 16
ASSIGNMENT AND ASSUMPTION AGREEMENT
This Assignment and Assumption Agreement dated as of March 11, 2003
is by and between Hallmark Entertainment Holdings, Inc. ("HEH") and Hallmark
Entertainment Investments Co. ("HEIC").
WHEREAS, HEH is transferring to HEIC shares of Class A Stock of Crown
Media Holdings, Inc. (the "Stock"); and
WHEREAS, HEH acquired certain registration rights in connection with
some of the Stock pursuant to that certain Registration Rights Agreement dated
as of September 28, 2001 between Hallmark Entertainment Distribution, LLC and
Crown Media Holdings, Inc. ("Rights Agreement"), (which was subsequently
assigned to HEH); and
WHEREAS, HEH's rights pursuant to the Rights Agreement are assignable
and HEH desires to assign them to HEIC in connection with the transfer of the
Stock.
NOW THEREFORE, the parties hereto mutually agree as follows:
1. HEH hereby transfers, conveys and assigns to HEIC all of its
right, title and interest in and to the Rights Agreement upon the transfer of
the Stock.
2. HEIC hereby agrees to assume any and all duties, liabilities and
obligations of HEH under the Rights Agreement.
IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the day and year first above written.
HALLMARK ENTERTAINMENT HOLDINGS, INC.
By: /s/ Xxxxxx X. Xxxxxxxxx
Title: Vice President
HALLMARK ENTERTAINMENT INVESTMENTS CO.
By: /s/ Xxxxxx X. Xxxxxx
Title: Vice President
