**Exhibit10.1**

 

**AMENDMENT5 TO**

**WAIVERAND STANDBY PURCHASE AGREEMENT**

** **

** **

**               **This AMENDMENT5, dated as of October 17, 2007, amends that certain Waiver and StandbyPurchase Agreement (the “*Waiver Agreement*”*)*dated as of March 21, 2006 and subsequently amended as ofAugust 8, 2006, as of November 6, 2006, as of March 2, 2007 and as of August 3,2007 by and among Hallmark Cards, Incorporated, a Missouri corporation (“*Hallmark*”), HC Crown Corp., a Delaware corporation, HallmarkEntertainment Holdings, Inc., a Delaware corporation (“collectively, togetherwith Hallmark the “*Hallmark Lenders*”)and Crown Media Holdings, Inc., a Delaware corporation, Crown Media UnitedStates, LLC, a Delaware limited liability company, and the subsidiaries ofCrown Holdings listed as Guarantors on the Credit Facility, as amended fromtime to time (collectively, the “*Borrowers*”).

 

                WHEREAS,the Borrowers have requested that the Hallmark Lenders extend the automaticWaiver Termination Date; and

 

                WHEREAS,the Hallmark Lenders are willing to extend the automatic Waiver TerminationDate on the terms and subject to the conditions set forth in this Amendment 5;

 

                NOW,THEREFORE, in consideration for the foregoing premises and the mutual covenantsand agreements contained herein, and for other good and valuable consideration,the receipt and sufficiency of which are hereby acknowledged, the partieshereto, intending to be legally bound, agree as follows:

 

                1.            **Section2(c).  Section 2(c) — WaiverTermination Date** shall be amended by replacing the first sentence with thefollowing:

 

This Waiver shall terminateautomatically on November 15, 2008, unless terminated earlier as set forthherein and such date of actual termination shall be the “*WaiverTermination Date.*”

 

                2.            **Representationsand Warranties. **EachBorrower hereby jointly and severally represents and warrants to each HallmarkLender that after giving effect to this Amendment 5 that all therepresentations and warranties contained in the Waiver Agreement are true andcorrect as of the date hereof in all material respects as if suchrepresentations and warranties had been made on and as of the date hereof(except to the extent that any such representation or warranty specificallyrelates to an earlier date.)

 

                3.            **Releaseof Claims and Waiver.**  Each Borrower hereby releases, remits, acquitsand forever discharges each Hallmark Lender and each Hallmark Lender'semployees, agents, representatives, consultants, attorneys, fiduciaries,servants, officers, directors, partners, predecessors, successors and assigns,subsidiary corporations, parent corporations, and related corporate divisions(all of the foregoing hereinafter called the “*ReleasedParties*”), from any and all actions and causes of action, judgments,executions, suits, debts, claims, demands, liabilities, obligations, damagesand expenses of any and every character, known or unknown, direct and/orindirect, at law or in equity, of whatsoever kind or nature, whether heretoforeor hereafter arising, for or because of any manner or things done, which wereomitted or suffered to be done

 

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by any of the Released Parties prior to andincluding the date of execution hereof, and which also in any way directly orindirectly arise out of or were in any way connected to the Released Parties’capacity as the beneficiary of an obligation of one or more of the Borrowersunder this Agreement, the Subject Obligations and/or any other Loan Documentheretofore executed, including claims relating to ‘lender liability’ (all ofthe foregoing hereinafter called the “*Released Matters*”).  The Borrowers acknowledge that the HallmarkLenders’ agreement to waive contained in Section 2 of the Waiver Agreement, theHallmark Lenders’ agreement to extend the automatic Waiver Termination Datepursuant to prior Amendments hereto and this Amendment 5, and Hallmark’sagreement to purchase the outstanding Indebtedness and the Bank Lenders’ otherinterests under the Credit Facility contained in Section 3 of the WaiverAgreement are intended to be in full satisfaction of all or any allegedinjuries or damages arising in connection with the Released Matters.  Each Borrower represents and warrants to eachHallmark Lender that it has not purported to transfer, assign or otherwiseconvey any right, title or interest of such Borrower in any Released Matter toany other Person and that the foregoing constitutes a full and complete releaseof all Released Matters.

 

                5.            **FullForce and Effect.**  Exceptto the extent amended herein, the Waiver Agreement shall continue in full forceand effect.

 

                6.            **GoverningLaw.**  This Amendment 5shall be governed by and construed in accordance with the internal substantivelaws of the State of New York, without regard to the choice of law principlesof such State.

 

                7.            **Counterparts;Faxed Signatures.**  ThisAmendment 5 may be executed in any number of counterparts and by differentparties to this Agreement on separate counterparts, each of which, when soexecuted, shall be deemed an original, but all such counterparts shallconstitute one and the same agreement. Any signature delivered by a party by facsimile transmission shall bedeemed to be an original signature hereto.

 

                INWITNESS WHEREOF, the parties hereto have executed this Amendment 5 as of theday and year first above written.

 
| **BORROWERS:**             |
|----------------------------|
| ** **                 | ** ** |
| CROWN MEDIA HOLDINGS, INC. |
|                       |   |
| By:                        | /s/ CHARLES STANFORD |
|                       | Name: Charles Stanford |
|                       | Title: EVP, General  Counsel |
|                            |  |  |

 

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| CROWN MEDIA UNITED STATES,  LLC |
|---------------------------------|
|                            |   |
| By:                             | /s/ CHARLES STANFORD |
|                            | Name: Charles Stanford |
|                            | Title: VP |
|                            |   |
| **GUARANTORS:**                 |
| ** **                      | ** ** |
| CM INTERMEDIARY, LLC            |
| CITI TEEVEE, LLC                |
| DOONE CITY PICTURES, LLC        |
|                            |   |
| By:                             | /s/ CHARLES STANFORD |
|                            | Name: Charles Stanford |
|                            | Title: VP |
|                            |   |
| **HALLMARK LENDERS:**           |
| ** **                      | ** ** |
| HALLMARK CARDS,  INCORPORATED   |
|                            |   |
| By:                             | /s/ BRIAN E. GARDNER |
|                            | Name: Brian E. Gardner |
|                            | Title: Executive Vice  President |
|                            |   |
| HC CROWN CORP.                  |
|                            |   |
| By:                             | /s/ BRIAN E. GARDNER |
|                            | Name: Brian E. Gardner |
|                            | Title: Vice President |
|                                 |  |  |

 

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| HALLMARK ENTERTAINMENT  HOLDINGS, INC. |
|----------------------------------------|
|                                   |   |
| By:                                    | /s/ BRIAN E. GARDNER |
|                                   | Name: Brian E. Gardner |
|                                   | Title: Vice President |

 

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