**Exhibit10.10**

** **

**H****C CROWNCORP**

103 Foulk Road,Suite 214Wilmington, DE 19803(302) 654-7584Fax (302) 652-8667

 

March 19, 2010

 

Crown Media Holdings, Inc.

12700 Ventura Boulevard

Studio City, California 91604 

Attention: Chief Executive Officer

 

Crown Media Holdings, Inc. 

12700 Ventura Boulevard

Studio City, California 91604 

Attention: Chief Financial Officer

 

Crown Media Holdings, Inc. 

12700 Ventura Boulevard 

Studio City, California 91604 

Attention: General Counsel

 

Re:                                    RecapitalizationAgreement

 

Gentlemen:

 

Reference is hereby made to that certain MasterRecapitalization Agreement, dated as of February 26, 2010 (the “RecapitalizationAgreement”), by and among by and among Hallmark Cards, Incorporated, aMissouri corporation (“Hallmark Cards”), H C Crown Corp., a Delawarecorporation (“HCC” and, together with Hallmark Cards, the “Hallmark Lenders”),Hallmark Entertainment Holdings, Inc., a Delaware corporation (“HEH” and,collectively with the Hallmark Lenders, the “Hallmark Parties”), Crown MediaHoldings, Inc., a Delaware corporation (the “Company”), Crown Media UnitedStates, LLC, a Delaware limited liability company (“CMUS”), and thesubsidiaries of the Company listed as Guarantors on the Credit Facility (the “Guarantors,”and, together with the Company and CMUS, the “Debtors”). Capitalized terms usedbut not otherwise defined in this letter shall have the respective meaningsascribed thereto in the Recapitalization Agreement.

 

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not later than March 20, 2010) the Information Statement in a formthat complies in all material respects with the requirements of the ExchangeAct and the rules and regulations promulgated thereunder (the “Covenant”).The Hallmark Parties understand that the Company has determined that it wouldbe advisable to present the Information Statement to the Company’s Board ofDirectors at a meeting thereof scheduled to be held on March 25, 2010 andto file the Information Statement with the SEC following approval thereof bythe Company’s Board of Directors at such meeting. In light of the foregoing,the Debtors have requested that the Hallmark Parties amend the Covenant.

 

The parties to this letter agreement hereby agreethat Section 5.5 of the Recapitalization Agreement shall be amended tochange the date contained in the third line thereof from March 20, 2010 toMarch 31, 2010.

 

Except as otherwise expressly provided herein, theterms and conditions of the Recapitalization Agreement remain unchanged and theHallmark Parties hereby reserve all rights and remedies available to them atlaw, in equity and under the Recapitalization Agreement and the AncillaryDocuments.

 

Please acknowledge that the foregoing is acceptableby executing a counterpart to this letter and returning it to the HallmarkParties in accordance with Section 11 (Notices) of the RecapitalizationAgreement.

 

[Remainder ofpage intentionally left blank]

 

2

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In witness whereof, the undersigned has executedthis letter as of the date first above written.

 

 
|   | HALLMARK CARDS, INCORPORATED     |
|--------|---------------------------------------|
|   |                                  |
|   |                                  |
|   | By:                                   | /s/ Timothy Griffith |
|   |                                  | Name: Timothy Griffith |
|   |                                  | Title: Executive Vice President – CFO |
|   |                                  |
|   |                                  |
|   | H C CROWN CORP.                       |
|   |                                  |
|   |                                  |
|   | By:                                   | /s/ Timothy Griffith |
|   |                                  | Name: Timothy Griffith |
|   |                                  | Title: Vice President |
|   |                                  |
|   |                                  |
|   | HALLMARK ENTERTAINMENT HOLDINGS, INC. |
|   |                                  |
|   |                                  |
|   | By:                                   | /s/ Timothy Griffith |
|   |                                  | Name: Timothy Griffith |
|   |                                  | Title: President |

 

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Accepted and agreed (with the consent of the Special Committee) this 19th day of March, 2010.

 

 
|   | CROWN MEDIA HOLDINGS, INC. |
|--------|---------------------------------|
|   |                            |   |
|   |                            |   |
|   | By:                             | /s/ C. Stanford |
|   |                            | Name: Charles Stanford |
|   |                            | Title: Executive Vice President |
|   |                            |
|   |                            |
|   | CROWN MEDIA UNITED STATES, LLC  |
|   |                            |   |
|   |                            |   |
|   | By:                             | /s/ C. Stanford |
|   |                            | Name: Charles Stanford |
|   |                            | Title: Executive Vice President |
|   |                            |
|   |                            |
|   | CM INTERMEDIARY, LLC            |
|   |                            |   |
|   |                            |   |
|   | By:                             | /s/ C. Stanford |
|   |                            | Name: Charles Stanford |
|   |                            | Title: Executive Vice President |
|   |                            |
|   |                            |
|   | CITI TEEVEE, LLC                |
|   |                            |   |
|   |                            |   |
|   | By:                             | /s/ C. Stanford |
|   |                            | Name: Charles Stanford |
|   |                            | Title: Executive Vice President |
|   |                            |
|   |                            |
|   | DOONE CITY PICTURES, LLC        |
|   |                            |   |
|   |                            |   |
|   | By:                             | /s/ C. Stanford |
|   |                            | Name: Charles Stanford |
|   |                            | Title: Executive Vice President |

 

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