**Exhibit 10.1**

 

**AMENDMENT 2 TO**

**AMENDED AND RESTATED**

**WAIVER AND STANDBY PURCHASEAGREEMENT**

 

This AMENDMENT 2, dated as of October 30, 2008, amends thatcertain Amended and Restated Waiver and Standby Purchase Agreement  dated as of March 10, 2008 as subsequentlyamended as of August 5, 2008 (the “*Waiver Agreement*”) by and among HallmarkCards, Incorporated, a Missouri corporation (“*Hallmark*”),HC Crown Corp., a Delaware corporation (*“HCC”*),(Hallmark and HCC, the “*Hallmark Lenders*”) and Crown Media Holdings, Inc.,a Delaware corporation (“*Crown Holdings*”),Crown Media United States, LLC, a Delaware limited liability company (“*CMUS*”), and the subsidiaries of CrownHoldings listed as Guarantors on the Credit Facility (the “*Guarantors*,” and, together with Crown Holdingsand CMUS, the “*Borrowers*”).

 

WHEREAS, the Borrowers have requested that the Hallmark Lenders extendthe automatic Waiver Termination Date; and

 

WHEREAS, the Hallmark Lenders are willing to extend the automaticWaiver Termination Date on the terms and subject to the conditions set forth inthis Amendment 2;

 

NOW, THEREFORE, in consideration for the foregoing premises and themutual covenants and agreements contained herein, and for other good andvaluable consideration, the receipt and sufficiency of which are herebyacknowledged, the parties hereto, intending to be legally bound, agree asfollows:

 

1.                                       **Section 2(c)**.  **Section 2(c) – Waiver Termination Date** shall beamended by replacing the first sentence with the following:

 

This Waiver shall terminate automaticallyon October 1, 2009, unless terminated earlier as set forth herein and suchdate of actual termination shall be the “*Waiver Termination Date*.”

 

2.                                       **Representations and Warranties**.  EachBorrower hereby jointly and severally represents and warrants to each HallmarkLender that after giving effect to this Amendment 2 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.                                       **Release of Claims and Waiver**.  EachBorrower hereby releases, remits, acquits and forever discharges each HallmarkLender and each Hallmark Lender’s employees, agents, representatives,consultants, attorneys, fiduciaries, servants, officers, directors, partners,predecessors, successors and assigns, subsidiary corporations, parentcorporations, and related corporate divisions (all of the foregoing hereinaftercalled the “*Released Parties*”), from any and allactions and causes of action, 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 whatsoeverkind or nature, whether heretofore or hereafter 

 

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arising, for or because of any manner orthings done, which were omitted or suffered to be done by any of the ReleasedParties prior to and including the date of execution hereof, and which also inany way directly or indirectly arise out of or were in any way connected to theReleased Parties’ capacity as the beneficiary of an obligation of one or moreof the Borrowers under this Agreement, the Subject Obligations and/or any otherLoan Document heretofore executed, including claims relating to ‘lenderliability’ (all of the foregoing hereinafter called the “*ReleasedMatters*”).  The Borrowersacknowledge that the Hallmark Lenders’ agreement to waive contained in Section 2of the Waiver Agreement, the Hallmark Lenders’ agreement to extend theautomatic Waiver Termination Date pursuant to Amendment 1 and this Amendment 2,and Hallmark’s agreement to purchase the outstanding Indebtedness and the BankLenders’ other interests under the Credit Facility contained in Section 3of the Waiver Agreement are intended to be in full satisfaction of all or anyalleged injuries 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.                                       **Full Force and Effect**.  Except tothe extent amended herein, the Waiver Agreement shall continue in full forceand effect.

 

6.                                       **Governing Law**.  ThisAmendment 2 shall be governed by and construed in accordance with the internalsubstantive laws of the State of New York, without regard to the choice of lawprinciples of such State.

 

7.                                       **Counterparts; Faxed Signatures**.  ThisAmendment 2 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 haveexecuted this Amendment 2 as of the day and year first above written.

 

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

 

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|   | CROWN MEDIA UNITED STATES, LLC |
|--------|--------------------------------|
|   |                           |
|   |                           |
|   | By:                       | /s/ C. Stanford |
|   |                           | Name:  CHARLES STANFORD |
|   |                           | Title:    VP |
|   |                           |   |
|   | **GUARANTORS:**                |
|   | ** **                     |
|   | CM INTERMEDIARY, LLC           |
|   | CITI TEEVEE, LLC               |
|   | DOONE CITY PICTURES, LLC       |
|   |                           |
|   |                           |
|   | By:                       | /s/ C. Stanford |
|   |                           | Name:  CHARLES STANFORD |
|   |                           | Title:    VP |
|   |                           |
|   |                           |
|   | **HALLMARK LENDERS:**          |
|   | ** **                     |
|   | HALLMARK CARDS, INCORPORATED   |
|   |                           |
|   |                           |
|   | By:                       | /s/ Timothy Griffth |
|   |                           | Name:  Timothy Griffith |
|   |                           | Title:    Executive  Vice President |
|   |                           |
|   |                           |
|   | HC CROWN CORP.                 |
|   |                           |
|   |                           |
|   | By:                       | /s/ Jeff McMillen |
|   |                           | Name:  Jeff McMillen |
|   |                           | Title:    Vice  President |

 

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