**Exhibit10.1**

**AMENDMENT 4 TO**

**WAIVER AND STANDBY PURCHASEAGREEMENT**

This AMENDMENT 4, datedas of August 3, 2007, amends that certain Waiver and Standby Purchase Agreement(the “*Waiver Agreement*”) dated as of March 21, 2006 and subsequentlyamended as of August 8, 2006, November 6, 2006 and as of March 2, 2007, by andamong Hallmark Cards, Incorporated, a Missouri corporation (“*Hallmark*”), HC Crown Corp., a Delawarecorporation, Hallmark Entertainment Holdings, Inc., a Delaware corporation (“collectively,together with Hallmark the “*Hallmark Lenders*”) and Crown Media Holdings,Inc., a Delaware corporation (“Crown Holdings”), Crown Media United States,LLC, a Delaware limited liability company, and the subsidiaries of CrownHoldings listed as Guarantors on the Credit Facility, as amended from time totime (collectively, the “*Borrowers*”).

WHEREAS, theBorrowers have requested that the Hallmark Lenders extend the automatic WaiverTermination Date; and

WHEREAS, theHallmark Lenders are willing to extend the automatic Waiver Termination Datesubject to receiving a security interest in the personal property of theBorrowers and on the terms and subject to the conditions further set forth inthis Amendment 4;

NOW, THEREFORE, inconsideration for the foregoing premises and the mutual covenants andagreements contained herein, and for other good and valuable consideration, thereceipt and sufficiency of which are hereby acknowledged, the parties hereto,intending to be legally bound, agree as follows:

1.             **Exhibit A.**  Exhibit A, Subject Obligations shall herebybe amended by adding the following:

“6. The Promissory Note, dated as of July 27, 2007 of Crown Holdings in theoriginal principal amount of $33,082,019 (the “Tax Note”).”

2.             **Definitions**.  The following definitions shall be replacedas set forth below:

““Notes” means the 2001 Note, the10.25% Note, the 2005 Note, the 2006 Note and the Tax Note.

“Tax Note” has the meaning set forthin Exhibit A.

“Tax Sharing Agreement” means theFederal Income Tax Sharing Agreement between Hallmark and Crown Holdings datedas of March 11, 2003.”

3.             **Section2(b)(v)**.  Section 2(b)shall be amended by adding subsection (v) as set forth below:

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“(v) the Hallmark Lenders shall be entitled to offset any Estimated Crown TaxBenefit (as the term is defined in the Tax Sharing Agreement) against theinterest or principal of the Tax Note, in accordance with the terms of the TaxNote.”

4.             **Section2(c)**.  **Section 2(c) – Waiver Termination Date** shall be amended byreplacing the first sentence with the following:

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

5.             **SecurityInterest**.  Borrowershereby agree to grant to the Hallmark Lenders a security interest in all ofBorrower’s right, title and interest in and to all personal propertysubstantially as set forth in the Security and Pledge Agreement attached heretoas Exhibit B and in the Copyright Security Agreement attached hereto as ExhibitC.

6.             **Representationsand Warranties**.  EachBorrower hereby jointly and severally represents and warrants to each HallmarkLender that after giving effect to this Amendment 4 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.)

7.             **Releaseof Claims and Waiver**. Each Borrower hereby releases, remits, acquits and forever dischargeseach Hallmark Lender and each Hallmark Lender’s employees, agents,representatives, consultants, attorneys, fiduciaries, servants, officers,directors, partners, predecessors, successors and assigns, subsidiarycorporations, parent corporations, and related corporate divisions (all of theforegoing hereinafter called the “*Released Parties*”),from any and all actions and causes of action, judgments, executions, suits,debts, claims, demands, liabilities, obligations, damages and expenses of anyand every character, known or unknown, direct and/or indirect, at law or inequity, of whatsoever kind or nature, whether heretofore or hereafter arising,for or because of any manner or things done, which were omitted or suffered tobe done 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*”).  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 Amendments 1, 2, 3, and this Amendment 4, and Hallmark’s agreementto purchase the outstanding Indebtedness and the Bank Lenders’ other interestsunder the Credit Facility contained in Section 3 of the Waiver Agreement are intendedto be in full satisfaction of all or any alleged injuries or damages arising inconnection with the Released Matters. Each Borrower represents and warrants to each Hallmark Lender that ithas not purported to transfer, assign or otherwise convey any right, title orinterest of such Borrower in any Released Matter to any other Person and thatthe foregoing constitutes a full and complete release of all Released Matters.

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

9.             **GoverningLaw**.  This Amendment 4shall 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.

10.           **Counterparts;Faxed Signatures**.  ThisAmendment 4 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.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment 4 as ofthe day and year first above written.
| ** ** | **BORROWERS:**             |
|------------|----------------------------|
| ** ** | ** **                 |
| ** ** | ** **                 |
|       | CROWN MEDIA HOLDINGS, INC. |
|       |                       |
|       |                       |
|       | By:                        | /s/ Charles L. Stanford |   |
|       |                       | Name: Charles L. Stanford |
|       |                       | Title: Executive Vice President |

 

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|            | CROWN MEDIA UNITED STATES, LLC |
|------------|--------------------------------|
|       |                           |
|       |                           |
|       | By:                            | /s/ Charles L. Stanford |   |
|       |                           | Name: Charles L. Stanford |
|       |                           | Title: Vice President |
|       |                           |
| ** ** | **GUARANTORS:**                |
| ** ** |                           |
|       | CM INTERMEDIARY, LLC           |
|       | CITI TEEVEE, LLC               |
|       | DOONE CITY PICTURES, LLC       |
|       |                           |
|       |                           |
|       | By:                            | /s/ Charles L. Stanford |   |
|       |                           | Name: Charles L. Stanford |
|       |                           | Title: Vice President |
|       |                           |   |
|       |                           |   |
| ** ** | **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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