**Exhibit10.5**

AMENDED ANDRESTATED SUBORDINATION AND SUPPORT AGREEMENT dated as of July 27, 2007 among(i) CROWN MEDIA HOLDINGS, INC., a Delaware corporation (the “Obligor”), (ii)the subsidiaries of the Obligor which are parties to the Credit Agreement fromtime to time (the “Other Debtors”), (iii) HALLMARK CARDS INCORPORATED, aMissouri corporation (“Hallmark Cards” and, together with its subsidiaries(other than the Obligor and its subsidiaries), the “Subordinated Creditors”),and (iv) JPMORGAN CHASE BANK, N.A. (f/k/a The Chase Manhattan Bank), as agentfor the Lenders and the Issuing Bank referred to in the Credit Agreement (the “Agent”).

IntroductoryStatement

Pursuant to the terms ofa Credit, Security, Guaranty and Pledge Agreement dated as of August 31, 2001among the Obligor, the Guarantors which are parties thereto from time to time,the Lenders parties thereto from time to time and the Agent (such agreement ashereinafter amended, supplemented or otherwise modified, or renewed, replacedor extended from time to time being referred to as the “Credit Agreement”) theLenders have agreed, subject to the terms and conditions thereof, to make loans(the “Loans”) to, and to participate in letters of credit (the “Letters ofCredit”) issued on behalf of, the Obligor. The Credit Agreement, the Notes referred to therein, the Letters ofCredit and the other documents, instruments and agreements contemplatedthereby; as they have been and may further be amended, supplemented orotherwise modified, renewed, replaced or extended from time to time, shallhereinafter be referred to as the “Senior Obligation Documents.”  For purposes of this Agreement, unlessotherwise defined herein, capitalized terms used herein shall have therespective meanings given to such terms in the Credit Agreement.

Hallmark Cards is theultimate parent of the largest shareholder of the Obligor.  Hallmark Cards has previously, through HCCrown Corp. and other wholly-owned subsidiaries, made loans or otherwiseextended credit to the Obligor or Other Debtors, and may from time to timehereafter make or cause the Subordinated Creditors to make additional loans orother extensions of credit to the Obligor or Other Debtors.

In order to induce theAgent and the Lenders to enter into the Credit Agreement, the SubordinatedCreditor entered into that certain Subordination and Support Agreement dated asof August 31, 2001 (the “Existing Subordination Agreement”), in order tosubordinate the Subordinated Obligations (as defined in the ExistingSubordination Agreement) to the Senior Obligations (as defined in the ExistingSubordination Agreement) and to provide certain support 

----

obligations infavor of the Obligor, in each case as provided in the Existing SubordinationAgreement.

The Obligor wishes to (a)issue a promissory note in favor of Hallmark Cards in the principal amount of$33,082,019 (the “Tax Note”) in consideration for its obligations of repaymentsto Hallmark Cards arising under that certain Tax Sharing Agreement dated March11, 2003 as a result of the disallowance by the Internal Revenue Service of theuse of certain of Obligor’s losses for the calendar years 2003 and 2004, and(b) grant liens in substantially all of its assets and in substantially all ofthe other Credit Parties’ assets in order to secure the obligations to makepayment on the Tax Note and on the other Subordinated Obligations (as definedbelow).

In connection with thegrant by the Obligor of the Liens referred to in the preceding sentence, theAgent, Hallmark Cards (on behalf of itself and each of the other SubordinatedCreditors) and the Obligor wish to amend and restate the Existing SubordinationAgreement pursuant to the execution of this Agreement.

The term “SubordinatedObligations” shall include: (a) all obligations of the Obligor and the OtherDebtors to repay the principal amount of such loans or other extensions ofcredit referred to in the preceding paragraphs and as set forth on Schedule 1attached hereto, including all interest thereon, fees in relation thereto and allother amounts payable to the Subordinated Creditors in connection therewith;(b) any rights that any Subordinated Creditor has to collateral (other thanlicensed trademark, service mark, tradename or service name rights) undersecurity agreements entered into in connection with the Trademark LicenseAgreements dated as of August 1, 1999 and March 27, 2001, and (c) theobligations of the Obligor arising under the Tax Note.  Any promissory note (including, but not limitedto, the Tax Note and those Promissory Notes set forth on Schedule 1 hereto orother document evidencing any obligation referred to in the preceding sentence,as well as any replacements or substitutes therefor and any related loanagreement, security agreement or any other related agreement are hereinafterreferred to as “Junior Obligation Documents.”

NOW, THEREFORE, inconsideration of the premises and other good and valuable consideration,receipt of which is hereby acknowledged, the parties hereto hereby agree asfollows:

1.             Agreement to Subordinate.  The Subordinated Creditor agrees that theSubordinated Obligations are and shall be subordinate and subject in right ofpayment, to the extent and in the manner hereinafter set forth, to the priorpayment in full of the Senior Obligations and that any guarantees, securityinterests, mortgages and other liens securing payment of the SubordinatedObligations are and shall be subordinate, to the fullest extent permitted bylaw and as hereinafter set forth, to any guarantees, security interests, mortgagesand other liens securing payment of the Senior Obligations, notwithstanding theperfection, order of perfection or failure to perfect, any such securityinterest or other lien, or the filing or recording, order of filing orrecording, or failure to file or record this Agreement or any instrument orother document in any filing or recording office in any jurisdiction.  The term “Senior Obligations” shall mean allobligations of the Obligor and the Other Debtors under the Senior ObligationDocuments including, without limitation, whether outstanding at the date hereofor hereafter incurred or created, all obligations 

2

----

to pay principal,premium, if any, interest (including, without limitation, interest accruingafter the commencement of any bankruptcy, insolvency, reorganization or similarproceedings with respect to any such Person whether or not determined to be anallowed claim in any such proceeding), charges, costs, expenses and feesincluding, without limitation, the disbursements and reasonable fees of counselto the Agent or the Lenders, all obligations to reimburse or indemnify theAgent or the Lenders in any way, and all renewals, extensions, restructurings,refinancings or refunding of any indebtedness under the Senior ObligationDocuments in the nature of a “workout” or otherwise.  This Agreement may be enforced by the Agentor by any other holder of the Senior Obligations including, but not limited to,holders of Senior Obligations issued as a result of a renewal, extension, restructuring,refinancing or refunding.

The expressions “priorpayment in full,” “payment in full,” “paid in full” or any other similarterm(s) or phrase(s) when used herein with respect to Senior ObligationDocuments shall mean the indefeasible payment in full, in cash, of all of theSenior Obligations.

2.             Restrictions onPayment of the Subordinated Obligations, Etc.

(a)           Except as otherwise setforth herein, the Subordinated Creditors will not ask, demand, sue for, take orreceive, directly or indirectly, from the Obligor, the Other Debtors or anyaffiliate thereof, in cash or other property, by set-off, by realizing uponcollateral, foreclosing on any lien or otherwise, exercise of any remedies orrights under the Junior Obligation Documents or by executions, garnishments,levies, attachments or by any other action relating to the SubordinatedObligations, or in any other manner, payment of, or additional security for,all or any part of the Subordinated Obligations unless and until the SeniorObligations shall have been paid in full. Neither the Obligor nor any of the Other Debtors will make any paymenton any of the Subordinated Obligations, or take any other action, incontravention of the provisions of this Agreement.

(b)           So long as none of theevents contemplated by Section 3(a) hereof shall have occurred the Obligor maymake payments on the Subordinated Obligations to the extent (but only to theextent) permitted by Section 6.5 of the Credit Agreement.  Notwithstanding anything to the contrary setforth in the preceding sentence or in Section 6.5 of the Credit Agreement,Subordinated Creditor and Obligor acknowledge and agree that in no way shallany payment which may from time to time be made on the Subordinated Obligationsas permitted by the preceding clause 2(b) or Section 6.5 of the CreditAgreement constitute a waiver of any right or claim of the Agent or any of theLenders to share in any recovery with other creditors of Obligor or any OtherDebtor in the event that any such payment on any of the Subordinated Obligationsis set aside as a fraudulent or preferential conveyance or transfer orotherwise required to be returned by any Subordinated Creditor in anyproceeding referred to in section 3(a).

3.             AdditionalProvisions Concerning Subordination. Hallmark Cards and the Obligor agree as follows:

(a)           In the event of (i) anydissolution, winding up, liquidation or reorganization of the Obligor or anyOther Debtor (whether voluntary or involuntary and whether in bankruptcy,insolvency or receivership proceedings, or upon an assignment for the benefitof creditors or proceedings for voluntary or involuntary liquidation,dissolution or other winding up of the 

3

----

Obligor or any OtherDebtor, whether or not involving insolvency or bankruptcy, or any othermarshalling of the assets and liabilities of the Obligor or any Other Debtor orotherwise); or (ii) any Event of Default or an event which with notice and/orpassage of time would constitute an Event of Default (as such term is definedin the Credit Agreement), or any default, demand for payment or acceleration ofmaturity regarding the Subordinated Obligations:

(i)            all Senior Obligations(including, but not limited to, the obligation to provide cash collateral foroutstanding L/C Exposure) shall first be paid to the Agent for the benefit ofthe Lenders and the Issuing Bank in full before any payment or distribution ismade upon the principal of or interest on or any fees, costs, charges orexpenses in connection with the Subordinated Obligations; and

(ii)           any payment or distributionof assets of the Obligor or any Other Debtor, whether in cash, property orsecurities, to which any of the Subordinated Creditors would be entitled exceptfor the provisions hereof, shall be paid or delivered by the Obligor or anyOther Debtor, or any receiver, trustee in bankruptcy, liquidating trustee,disbursing agent, agent or other person making such payment or distribution,directly to the Agent for the benefit of the Lenders and the Issuing Bank, tothe extent necessary to pay in full all Senior Obligations remaining unpaid,after giving effect to any concurrent payment or distribution to the Agent forthe benefit of the Lenders and the Issuing Bank before any payment ordistribution is made to the Subordinated Creditors;

(b)           All payments ordistributions upon or with respect to the Subordinated Obligations which arereceived by the Subordinated Creditors contrary to the provisions of thisAgreement shall be deemed to be the property of the Agent, shall be received intrust for the benefit of the Agent, shall be segregated from other funds andproperty held by the Subordinated Creditors and shall be forthwith paid over tothe Agent in the same form as so received (with any necessary endorsement) tobe applied to the payment or prepayment of the Senior Obligations until theSenior Obligations shall have been paid in full;

(c)           The SubordinatedCreditors hereby waive any requirement for marshaling of assets by the Agent inconnection with any foreclosure of any lien of the Agent, the Lenders or theIssuing Bank under the Senior Obligation Documents;

(d)           The SubordinatedCreditors shall not take any action to impair or otherwise adversely affect theforeclosure of, or other realization of the rights of the Agent or the Lendersand the Issuing Bank under the Senior Obligation Documents; and

(e)           The Agent is herebyauthorized to demand specific performance of this Agreement at any time whenthe Subordinated Creditors shall have failed to comply with any of theprovisions of this Agreement, and the Subordinated Creditors hereby irrevocablywaive any defense based on the adequacy of a remedy at law which might beasserted as a bar to such remedy of specific performance.

4.             Subrogation.  The Subordinated Creditors agree that nopayment or distribution to the Agent for the benefit of the Lenders and theIssuing Bank pursuant to the provisions of this Agreement shall entitle theSubordinated Creditors to exercise any rights of subrogation in 

4

----

respect thereof until theSenior Obligations shall have been paid in full.  Upon the payment in full of all SeniorObligations and the termination of any and all commitments to extend additionalcredit thereunder, Subordinated Creditor shall, to the extent of any paymentsor distributions made to or received by the Agent or the Lenders as a result ofthe provisions of Section 3 of this Agreement, be subrogated to the rights ofthe Agent and the Lenders to receive payments or distributions applicable tothe Senior Obligation Documents until the Subordinated Debt is paid in full.

5.             Legend.  The Subordinated Creditors and the Obligorwill cause each promissory note issued on or after the date hereof evidencingany of the Subordinated Obligations, any replacement thereof and any mortgageor security document relating thereto to include or have endorsed thereon thefollowing provision:

“The indebtednessevidenced by this instrument is subordinated to other indebtedness pursuant to,and to the extent provided in, and is otherwise subject to the terms of, theSubordination and Support Agreement dated as of August 31, 2001 as amended andrestated as of July     , 2007, as may be further amendedor supplemented, by and among Crown Media Holdings, Inc., various of itssubsidiaries, JPMorgan Chase Bank, N.A., as Agent for various Lenders and theIssuing Bank, and Hallmark Cards Incorporated.**”**

6.             Satisfaction ofSupport Amount.  Hallmark Cardsrepresents and warrants that all of the support obligations described inSection 6 of the Existing Subordination Agreement have been satisfied on orprior to the date of execution of this Agreement.

7.             Negative Covenantsof the Subordinated Creditors.  Solong as any of the Senior Obligations shall remain outstanding, theSubordinated Creditors will not, without the prior written consent of the Agent:

(a)           Sell, assign, pledge,encumber or otherwise dispose of any instrument evidencing the SubordinatedObligations or any collateral securing the Subordinated Obligations unless suchsale, assignment, pledge, encumbrance or other disposition is made expresslysubject to this Agreement and the other party to such sale, assignment, pledge,encumbrance or other disposition consents in writing to be bound by the termshereof;

(b)           Permit the terms of theJunior Obligation Documents or collateral securing any Subordinated Obligationsto be changed in any way which would limit or impair these subordinationprovisions.

(c)           Declare all or anyportion of the Subordinated Obligations due and payable prior to the date fixedtherefor or realize upon, or otherwise exercise any remedies with respect to,any collateral securing the Subordinated Obligations or take any other actionprohibited by Section 2 hereof; or

(d)           Commence, or join withany entity other than the Agent and/or the Lenders in commencing any proceedingreferred to in subsection (a) of Section 3 hereof.

5

----

8.             ObligationsUnconditional.  All rights andinterests of the Agent hereunder, and all agreements and obligations of theSubordinated Creditors, the Obligor and the Other Debtors hereunder, shallremain in full force and effect irrespective of:

(a)           Any lack of validity orenforceability of any Senior Obligation Document or any other agreement orinstrument relating thereto;

(b)           Any change in the time,manner or place of payment of, or in any other term of, all or any of theSenior Obligations, or any other amendment or waiver of or any consent todeparture from any Senior Obligation Document;

(c)           Any exchange, releaseor nonperfection of any collateral, or any release or amendment or waiver of orconsent to departure from any guaranty, for all or any of the SeniorObligations; or

(d)           Any other circumstanceswhich might otherwise constitute a defense available to, or a discharge of,either the Obligor or any Other Debtor in respect of the Senior Obligations orof the Subordinated Creditors, the Obligor or any Other Debtor in respect ofthis Agreement and the other Fundamental Documents other than the payment infull of the Senior Obligations.

9.             PresentSubordinated Obligations.  HallmarkCards hereby represents and warrants that as of the date of the amendment andrestatement of this Agreement are no outstanding Subordinated Obligations,except as disclosed on Schedule 1 hereto.

10.           AdditionalAgreements and Waivers by theSubordinated Creditors.  The Subordinated Creditors agree that neitherthe Agent nor the Issuing Bank or any Lender shall have any liability orobligation to the Subordinated Creditors on account of exercise of the rightsand remedies of the Agent, the Issuing Bank and/or the Lenders under any SeniorObligation Document.  The SubordinatedCreditors waive the right to commence or pursue any legal action (whether suit,counterclaim, cross claim or other action) on account of exercise of the rightsand remedies of the Agent, the Issuing Bank and/or the Lenders under any SeniorObligation Document and alleging or based on a theory of breach of fiduciaryobligations of the Agent, the Issuing Bank and/or the Lenders, equitablesubordination of claims of the Agent, the Issuing Bank and/or the Lendersagainst the Obligor or any Other Debtor, conflicts of interest by the Agent,the Issuing Bank and/or the Lenders or similar theories premised in any suchcase on the exercise of control or influence on management by the Agent, theIssuing Bank and/or the Lenders, actual management or control of the Obligor orany Other Debtor by the Agent, the Issuing Bank and/or the Lenders, voting anyof the stock of the Obligor or an Other Debtor, or other pursuit of rights orremedies by the Agent, the Issuing Bank and/or the Lenders under any SeniorObligation Document.

11.           Further Assurances.  The Subordinated Creditors, the Obligor andthe Other Debtors will, at their own expense and at any time and from time totime, promptly execute and deliver all further instruments and documents, andtake all further action that the Agent may reasonably request, in order toperfect or otherwise protect any right or interest granted or purported to begranted hereby or to enable the Agent to exercise and enforce its rights and remedieshereunder.

6

----

12.           Expenses.  The Obligor agrees to pay to the Agent, upondemand, the amount of any and all reasonable expenses, including the reasonablefees and expenses of counsel for the Agent, which the Agent may incur inconnection with the exercise or enforcement of any of the rights or interestsof the Agent or the Lenders hereunder.

13.           Notice.  All demands, notices and other communicationswhich any party hereto may desire or may be required to give to any other partyhereunder shall be in writing (including telegraphic communication) and shallbe mailed, telecopied, telegraphed or delivered to such other party at itsaddress as follows:

(a)           to the Agent at:

JPMorgan Chase Bank, N.A.

Jason Rastovski

21 South Clark Street

Chicago, Illinois 60670

Attn:  Jason RastovskiFacsimile:  (312) 325-3239

with a courtesy copy to:

JPMorgan Chase Bank, N.A.

Diana Imhof

270 Park Avenue

New York, New York 10017

Attn: Diana Imhof

Facsimile: **[Please provide]**

(b)           to the Obligor or anOther Debtor to it at:

Crown Media Holdings,Inc.12700 Ventura Boulevard

Suite 200

Studio City, CA  91604

Attn:  Charles Stanford, Esq.Facsimile: (818) 755-2641

(c)           to the SubordinatedCreditors at:

Hallmark CardsIncorporated2501 McGee, P.O. 419126, Mail Drop # 339Kansas City, MO 64108Attn:  General CounselFax:  (816) 274-7171

or to any such party atsuch other address as shall be designated by such party in a written notice toeach other party, complying as to delivery with the terms of this Section13.  All such 

7

----

demands, notices, andother communications shall be effective when received or five business daysafter mailing, whichever is earlier.

14.           **SERVICEOF PROCESS.  THE SUBORDINATEDCREDITORS (A) HEREBY IRREVOCABLY SUBMIT TO THE JURISDICTION OF THE STATE COURTSOF THE STATE OF NEW YORK AND THE JURISDICTION OF THE UNITED STATES DISTRICTCOURT FOR THE SOUTHERN DISTRICT OF NEW YORK, FOR THE PURPOSE OF ANY SUIT,ACTION OR OTHER PROCEEDING ARISING OUT OF OR BASED UPON THIS AGREEMENT OR THESUBJECT MATTER HEREOF BROUGHT BY THE AGENT OR ITS SUCCESSORS OR ASSIGNS AND (B)HEREBY WAIVE AND AGREE NOT TO ASSERT, BY WAY OF MOTION, AS A DEFENSE, OROTHERWISE, IN ANY SUCH SUIT, ACTION OR PROCEEDING, ANY CLAIM THAT THEY ARE NOTSUBJECT PERSONALLY TO THE JURISDICTION OF THE ABOVE-NAMED COURTS, THAT THEIRPROPERTY IS EXEMPT OR IMMUNE FROM ATTACHMENT OR EXECUTION, THAT THE SUIT,ACTION OR PROCEEDING IS BROUGHT IN AN INCONVENIENT FORUM, THAT THE VENUE OF THESUIT, ACTION OR PROCEEDING IS IMPROPER OR THAT THIS AGREEMENT OR THE SUBJECTMATTER HEREOF MAY NOT BE ENFORCED IN OR BY SUCH COURT, AND (C) HEREBY WAIVE INANY SUCH ACTION, SUIT OR PROCEEDING ANY OFFSETS OR COUNTERCLAIMS (EXCEPT FORCOMPULSORY COUNTERCLAIMS).  THESUBORDINATED CREDITORS AND THE OBLIGOR AND THE OTHER DEBTORS HEREBY CONSENT TOSERVICE OF PROCESS BY REGISTERED MAIL AT THE ADDRESS TO WHICH NOTICES ARE TO BEGIVEN.  THE SUBORDINATED CREDITORS AGREETHAT SUBMISSION TO JURISDICTION AND CONSENT TO SERVICE OF PROCESSES BY MAIL ISMADE FOR THE EXPRESS BENEFIT OF THE AGENT. FINAL JUDGMENT AGAINST THE SUBORDINATED CREDITORS IN ANY SUCH ACTION,SUIT OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHERJURISDICTIONS (A) BY SUIT, ACTION OR PROCEEDING ON THE JUDGMENT, A CERTIFIED ORTRUE COPY OF WHICH SHALL BE CONCLUSIVE EVIDENCE OF THE FACT AND OF THE AMOUNTOF ANY INDEBTEDNESS OR LIABILITY OF THE SUBORDINATED CREDITORS THEREINDESCRIBED, OR (B) IN ANY OTHER MANNER PROVIDED BY OR PURSUANT TO THE LAWS OFSUCH OTHER JURISDICTION; PROVIDED, HOWEVER, THAT THE AGENT MAY ATITS OPTION BRING SUIT, OR INSTITUTE OTHER JUDICIAL PROCEEDINGS, AGAINST THESUBORDINATED CREDITORS OR ANY OF THEIR ASSETS IN ANY STATE OR FEDERAL COURT OFTHE UNITED STATES OR OF ANY COUNTRY OR PLACE WHERE THE SUBORDINATED CREDITORSOR THEIR ASSETS MAY BE FOUND.**

15.           Miscellaneous.

(a)           No amendment of anyprovision of this Agreement shall be effective unless it is in writing andsigned by the Subordinated Creditors, the Obligor and the Agent, and no waiverof any provision of this Agreement, and no consent to any departure therefrom,shall be effective unless it is in writing and signed by the Agent, and anysuch waiver or consent shall be effective only in the specific instance and forthe specific purpose for which given.

8

----

(b)           No failure on the partof the Agent to exercise, and no delay in exercising, any right hereunder shalloperate as a waiver thereof; nor shall any single or partial exercise of anysuch right preclude any other or further exercise thereof or the exercise ofany other right.

(c)           Any provision of this Agreementwhich is prohibited or unenforceable in any jurisdiction, shall, as to suchjurisdiction, be ineffective to the extent of such prohibition or invaliditywithout invalidating the remaining portions hereof or thereof or affecting thevalidity or enforceability of such provision in any other jurisdiction.

(d)           This Agreement shall bebinding on the Subordinated Creditors and the Obligor, the Other Debtors andtheir respective successors and assigns including without limitation anyholders of the instruments evidencing the Subordinated Obligations.

(e)           This Agreement may beexecuted by one or more of the parties to this Agreement on any number ofseparate counterparts, and all of said counterparts taken together shall bedeemed to constitute one and the same instrument.

(f)            This Agreement shallbe governed by and construed in accordance with the laws of the State of NewYork applicable to contracts to be fully performed within the State of NewYork.

(g)           Hallmark Cards agreesthat it shall take whatever action is necessary to bind each of theSubordinated Creditors to the terms of this Agreement including, but notlimited to, obtaining the agreement of such other Subordinated Creditors to theSubmission to Jurisdiction provisions contained in Section 15 hereof.  Hallmark Cards, Incorporated agrees to beresponsible to the Agent for the performance by the other SubordinatedCreditors of their obligations hereunder.

(h)           This Agreement isintended for the sole benefit of the Agent, the Lenders, the Issuing Bank andtheir respective successors and assigns and nothing herein, express or implied,is intended to or shall confer upon any other Person, any legal or equitableright, benefit or remedy of any nature whatsoever under or by reason of thisAgreement.

9

----

IN WITNESS WHEREOF, theparties hereto have executed this Amended and Restated Subordination andSupport Agreement on the date first above written.
|        | CROWN MEDIA HOLDINGS, INC.          |
|--------|-------------------------------------|
|   |                                |
|   |                                |
|   | By:                                 | /s/ Charles L.  Stanford |   |
|   |                                | Name: Charles L. Stanford |
|   |                                | Title: Executive  Vice President |   |
|   |                                |   |
|   | GUARANTORS:                         |   |
|   |                                |   |
|   | CROWN MEDIA  UNITED STATES, LLC     |   |
|   | CM INTERMEDIARY,  LLC               |   |
|   | CITI TEEVEE, LLC                    |   |
|   | DOONE CITY  PICTURES, LLC           |   |
|   |                                |   |
|   |                                |
|   | By:                                 | /s/ Charles L. Stanford |   |
|   |                                | Name: Charles L.  Stanford |
|   |                                | Title: Vice  President |
|   |                                |   |
|   | HALLMARK CARDS, INCORPORATED        |
|   |                                |
|   |                                |
|   | By:                                 | /s/ Brian E. Gardner |   |
|   |                                | Name: Brian E.  Gardner |
|   |                                | Title: Executive  Vice President |
|   |                                |   |
|   | JPMORGAN CHASE BANK, N.A., as Agent |
|   |                                |
|   |                                |
|   | By:                                 |   |
|   |                                | Name: |
|   |                                | Title: |
|        |                                     |  |  |  |  |  |

 

10

----

**Schedule1**

**CurrentlyOutstanding Subordinated Obligations**

1.             The Promissory Note, dated as of December 14, 2001,of Crown Media Holdings, Inc. and guaranteed by Crown Media United States, LLC,in the original principal amount of $75 million payable to HC Crown Corp.

2.             The 10.25% Senior Unsecured Discount Note, issue dateAugust 5, 2003, of Crown Media Holdings, Inc., in the initial accreted value of$400 million, payable to HC Crown Corp.

3.             The Promissory Note, dated as of March 21, 2006, ofCrown Media Holdings, Inc., in the original principal amount of $70,414,087.87payable to Hallmark Entertainment Holdings, Inc.

4.             The Promissory Note, dated as of October 1, 2005, ofCrown Media United States, LLC, in the original principal amount of$132,785,424, originally payable to Hallmark Entertainment Distribution, LLC(which has been assigned to Hallmark Entertainment Holdings, Inc.).

5.             The Promissory Note, dated as of July 27, of CrownMedia Holdings, Inc., in the original principal amount of $33, 082,019.

11

----