**Exhibit 10.1**

** **

**AMENDMENT 1 TOAMENDED AND RESTATEDWAIVER AND STANDBY PURCHASE AGREEMENT**

** **

ThisAMENDMENT 1, dated as of August 1, 2008, amends that certain Amended andRestated Waiver and Standby Purchase Agreement dated as of March 10, 2008(the “*WaiverAgreement*”)**by and amongHallmark Cards, Incorporated, a Missouri corporation (“*Hallmark*”)*,*HC Crown Corp., a Delaware corporation (“*HCC*”)*,*(Hallmark and HCC,the “*HallmarkLenders*”)**and Crown Media Holdings, Inc.,a Delaware corporation (“*Crown Holdings*”)*,*CrownMedia United States, LLC, a Delaware limited liability company (“*CMUS*”)*,*and the subsidiaries of Crown Holdings listedas Guarantors on the Credit Facility (the “*Guarantors,*”**and,together with Crown Holdings and CMUS, 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 1;

 

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 parties hereto,intending to be legally bound, agree as follows:

 

**1.           Section 2(c).Section 2(c) – Waiver Termination Date**shall be amended by replacing the firstsentence with the following:

 

ThisWaiver shall terminate automatically on June 30, 2009, unless terminatedearlier as set forth herein and such date of actual termination shall be the “*Waiver Termination Date.*”

* *

**2.           Representationsand Warranties.**Each Borrower hereby jointly and severally represents and warrants to eachHallmark Lender that**after giving effect****to this Amendment 1 that all the representations andwarranties contained in the Waiver Agreement are true and correct as of thedate hereof in all material respects as if such representations and warrantieshad been made on and as of the date hereof (except to the extent that any suchrepresentation or warranty specifically relates to an earlier date).

 

**3.           Releaseof Claims and Waiver.** Each Borrower hereby releases,remits, acquits and forever discharges each Hallmark Lender and eachHallmark Lender’s employees, agents, representatives, consultants, attorneys,fiduciaries, servants, officers, directors, partners, predecessors, successorsand assigns, subsidiary corporations, parent corporations, and relatedcorporate divisions (all of the foregoing hereinafter called the “*Released Parties*”)*,*from any and all actions and causes ofaction, judgments, executions, suits, debts, claims, demands, liabilities,obligations, damages and expenses of any and every character, known or unknown,direct and/or indirect, at law or in equity, of whatsoever kind or nature,whether heretofore or hereafter arising, for or because of any manner or thingsdone, which were omitted or suffered to be done

 

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by any of the Released Parties prior to and including the date ofexecution hereof, and which also in any way directly or indirectly arise out ofor were in any way connected to the Released Parties’ capacity as thebeneficiary of an obligation of one or more of the Borrowers under thisAgreement, the Subject Obligations and/or any other Loan Document heretoforeexecuted, including claims relating to ‘lender liability’ (all of the foregoinghereinafter called the “*Released Matters*”)*.*TheBorrowers acknowledge that the Hallmark Lenders’ agreement to waive containedin Section 2 of the Waiver Agreement, and Hallmark’s agreement to purchasethe outstanding Indebtedness and the Bank Lenders’ other interests under theCredit Facility contained in Section 3 of the Waiver Agreement areintended to be in full satisfaction of all or any alleged injuries or damagesarising in connection with the Released Matters. Each Borrower represents andwarrants to each Hallmark Lender that it has not purported to transfer, assignor otherwise convey any right, title or interest of such Borrower in any ReleasedMatter to any other Person and that the foregoing constitutes a full andcomplete release of all Released Matters.

 

**5.           Full Force and Effect.** Except to the extent amended herein, theWaiver Agreement shall continue in full force and effect.

 

**6.           Governing Law.** This Amendment 1 shall be governed by andconstrued in accordance with the internal substantive laws of the State of NewYork, without regard to the choice of law principles of such State.

 

**7.           Counterparts;****Faxed Signatures****.** This Amendment 1 may be executed in anynumber of counterparts and by different parties to this Agreement****on separate counterparts, each of which, whenso executed, shall be deemed an original, but all such counterparts shallconstitute one and the same agreement. Any signature delivered by a party byfacsimile transmission shall be deemed to be an original signature hereto.

 

IN WITNESS WHEREOF, the parties hereto have executed this Amendment 1as of the day and year first above written.

 

 
| ** ** | **BORROWERS:**              |
|------------|-----------------------------|
| ** ** | ** **                  |
|       | CROWN  MEDIA HOLDINGS, INC. |
|       |                        |
|       |                        |
|       | By:                         | /s/  Brian Stewart |
|       |                        | Name: | Brian  Stewart |
|       |                        | Title: | EVP/CFO |

 

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|   | CROWN  MEDIA UNITED STATES, LLC |
|--------|---------------------------------|
|   |                            |
|   |                            |
|   | By:                             | /s/  Brian Stewart |
|   |                            | Name: | Brian  Stewart |
|   |                            | Title: | EVP/CFO |

 
|   | **GUARANTORS:**           |
|--------|---------------------------|
|   |                      |
|   | CM  INTERMEDIARY, LLC     |
|   | CITI  TEEVEE, LLC         |
|   | DOONE  CITY PICTURES, LLC |
|   |                      |
|   |                      |
|   | By:                       | /s/  Brian Stewart |
|   |                      | Name: | Brian  Stewart |
|   |                      | Title: | EVP/CFO |

 

 
|   | **HALLMARK  LENDERS:**        |
|--------|-------------------------------|
|   |                          |
|   | HALLMARK  CARDS, INCORPORATED |
|   |                          |
|   |                          |
|   | By:                           | /s/  Timothy Griffith |
|   |                          | Name: | Timothy  Griffith |
|   |                          | Title: | Executive  Vice President |

 

 
|   | HC  CROWN CORP. |
|--------|-----------------|
|   |            |
|   |            |
|   | By:             | /s/  Jeff McMillen |
|   |            | Name: | Jeff  McMillen |
|   |            | Title: | Vice  President |

 

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