**Exhibit10.9**

 

**H****C CROWN CORP**

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

 

March 19, 2010

 

CrownMedia Holdings, Inc.

12700Ventura Boulevard

StudioCity, California 91604 

Attention:Chief Executive Officer

 

CrownMedia Holdings, Inc. 

12700Ventura Boulevard

StudioCity, California 91604 

Attention:Chief Financial Officer

 

CrownMedia Holdings, Inc. 

12700Ventura Boulevard 

StudioCity, California 91604 

Attention:General Counsel

 

Re:            Recapitalization Agreement

 

Gentlemen:

 

Referenceis hereby made to that certain Master Recapitalization Agreement, dated as of February 26,2010 (the “Recapitalization Agreement”), by and among by and among HallmarkCards, Incorporated, a Missouri corporation (“Hallmark Cards”), H C CrownCorp., a Delaware corporation (“HCC” and, together with Hallmark Cards, the “HallmarkLenders”), Hallmark Entertainment Holdings, Inc., a Delaware corporation (“HEH”and, collectively with the Hallmark Lenders, the “Hallmark Parties”), CrownMedia Holdings, Inc., a Delaware corporation (the “Company”), Crown MediaUnited States, 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.

 

----

 

notlater than March 20, 2010) the Information Statement in a form thatcomplies in all material respects with the requirements of the Exchange Act andthe rules and regulations promulgated thereunder (the “Covenant”). TheHallmark Parties understand that the Company has determined that it would beadvisable 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.

 

Theparties to this letter agreement hereby agree that Section 5.5 of theRecapitalization Agreement shall be amended to change the date contained in thethird line thereof from March 20, 2010 to March 31, 2010.

 

Exceptas otherwise expressly provided herein, the terms and conditions of theRecapitalization Agreement remain unchanged and the Hallmark Parties herebyreserve all rights and remedies available to them at law, in equity and underthe Recapitalization Agreement and the Ancillary Documents.

 

Pleaseacknowledge that the foregoing is acceptable by executing a counterpart to thisletter and returning it to the Hallmark Parties in accordance with Section 11(Notices) of the Recapitalization Agreement.

 

[Remainder of page intentionally left blank]

 

2

----

 

Inwitness whereof, the undersigned has executed this letter as of the date firstabove 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 |

 

----

 

Accepted and agreed (withthe 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 |

 

----