Exhibit
10.5


AMENDED AND
RESTATED SUBORDINATION AND SUPPORT AGREEMENT dated as of July 27, 2007 among
(i) CROWN MEDIA HOLDINGS, INC., a Delaware corporation (the “Obligor”), (ii)
the subsidiaries of the Obligor which are parties to the Credit Agreement from
time to time (the “Other Debtors”), (iii) HALLMARK CARDS INCORPORATED, a
Missouri corporation (“Hallmark Cards” and, together with its subsidiaries
(other than the Obligor and its subsidiaries), the “Subordinated Creditors”),
and (iv) JPMORGAN CHASE BANK, N.A. (f/k/a The Chase Manhattan Bank), as agent
for the Lenders and the Issuing Bank referred to in the Credit Agreement (the “Agent”).


Introductory
Statement


Pursuant to the terms of
a Credit, Security, Guaranty and Pledge Agreement dated as of August 31, 2001
among the Obligor, the Guarantors which are parties thereto from time to time,
the Lenders parties thereto from time to time and the Agent (such agreement as
hereinafter amended, supplemented or otherwise modified, or renewed, replaced
or extended from time to time being referred to as the “Credit Agreement”) the
Lenders have agreed, subject to the terms and conditions thereof, to make loans
(the “Loans”) to, and to participate in letters of credit (the “Letters of
Credit”) issued on behalf of, the Obligor. 
The Credit Agreement, the Notes referred to therein, the Letters of
Credit and the other documents, instruments and agreements contemplated
thereby; as they have been and may further be amended, supplemented or
otherwise modified, renewed, replaced or extended from time to time, shall
hereinafter be referred to as the “Senior Obligation Documents.”  For purposes of this Agreement, unless
otherwise defined herein, capitalized terms used herein shall have the
respective meanings given to such terms in the Credit Agreement.


Hallmark Cards is the
ultimate parent of the largest shareholder of the Obligor.  Hallmark Cards has previously, through HC
Crown Corp. and other wholly-owned subsidiaries, made loans or otherwise
extended credit to the Obligor or Other Debtors, and may from time to time
hereafter make or cause the Subordinated Creditors to make additional loans or
other extensions of credit to the Obligor or Other Debtors.


In order to induce the
Agent and the Lenders to enter into the Credit Agreement, the Subordinated
Creditor entered into that certain Subordination and Support Agreement dated as
of August 31, 2001 (the “Existing Subordination Agreement”), in order to
subordinate the Subordinated Obligations (as defined in the Existing
Subordination Agreement) to the Senior Obligations (as defined in the Existing
Subordination Agreement) and to provide certain support 













obligations in
favor of the Obligor, in each case as provided in the Existing Subordination
Agreement.


The Obligor wishes to (a)
issue a promissory note in favor of Hallmark Cards in the principal amount of
$33,082,019 (the “Tax Note”) in consideration for its obligations of repayments
to Hallmark Cards arising under that certain Tax Sharing Agreement dated March
11, 2003 as a result of the disallowance by the Internal Revenue Service of the
use of certain of Obligor’s losses for the calendar years 2003 and 2004, and
(b) grant liens in substantially all of its assets and in substantially all of
the other Credit Parties’ assets in order to secure the obligations to make
payment on the Tax Note and on the other Subordinated Obligations (as defined
below).


In connection with the
grant by the Obligor of the Liens referred to in the preceding sentence, the
Agent, Hallmark Cards (on behalf of itself and each of the other Subordinated
Creditors) and the Obligor wish to amend and restate the Existing Subordination
Agreement pursuant to the execution of this Agreement.


The term “Subordinated
Obligations” shall include: (a) all obligations of the Obligor and the Other
Debtors to repay the principal amount of such loans or other extensions of
credit referred to in the preceding paragraphs and as set forth on Schedule 1
attached hereto, including all interest thereon, fees in relation thereto and all
other amounts payable to the Subordinated Creditors in connection therewith;
(b) any rights that any Subordinated Creditor has to collateral (other than
licensed trademark, service mark, tradename or service name rights) under
security agreements entered into in connection with the Trademark License
Agreements dated as of August 1, 1999 and March 27, 2001, and (c) the
obligations of the Obligor arising under the Tax Note.  Any promissory note (including, but not limited
to, the Tax Note and those Promissory Notes set forth on Schedule 1 hereto or
other document evidencing any obligation referred to in the preceding sentence,
as well as any replacements or substitutes therefor and any related loan
agreement, security agreement or any other related agreement are hereinafter
referred to as “Junior Obligation Documents.”


NOW, THEREFORE, in
consideration of the premises and other good and valuable consideration,
receipt of which is hereby acknowledged, the parties hereto hereby agree as
follows:


1.             Agreement to Subordinate.  The Subordinated Creditor agrees that the
Subordinated Obligations are and shall be subordinate and subject in right of
payment, to the extent and in the manner hereinafter set forth, to the prior
payment in full of the Senior Obligations and that any guarantees, security
interests, mortgages and other liens securing payment of the Subordinated
Obligations are and shall be subordinate, to the fullest extent permitted by
law and as hereinafter set forth, to any guarantees, security interests, mortgages
and other liens securing payment of the Senior Obligations, notwithstanding the
perfection, order of perfection or failure to perfect, any such security
interest or other lien, or the filing or recording, order of filing or
recording, or failure to file or record this Agreement or any instrument or
other document in any filing or recording office in any jurisdiction.  The term “Senior Obligations” shall mean all
obligations of the Obligor and the Other Debtors under the Senior Obligation
Documents including, without limitation, whether outstanding at the date hereof
or hereafter incurred or created, all obligations 



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to pay principal,
premium, if any, interest (including, without limitation, interest accruing
after the commencement of any bankruptcy, insolvency, reorganization or similar
proceedings with respect to any such Person whether or not determined to be an
allowed claim in any such proceeding), charges, costs, expenses and fees
including, without limitation, the disbursements and reasonable fees of counsel
to the Agent or the Lenders, all obligations to reimburse or indemnify the
Agent or the Lenders in any way, and all renewals, extensions, restructurings,
refinancings or refunding of any indebtedness under the Senior Obligation
Documents in the nature of a “workout” or otherwise.  This Agreement may be enforced by the Agent
or by any other holder of the Senior Obligations including, but not limited to,
holders of Senior Obligations issued as a result of a renewal, extension, restructuring,
refinancing or refunding.


The expressions “prior
payment in full,” “payment in full,” “paid in full” or any other similar
term(s) or phrase(s) when used herein with respect to Senior Obligation
Documents shall mean the indefeasible payment in full, in cash, of all of the
Senior Obligations.


2.             Restrictions on
Payment of the Subordinated Obligations, Etc.


(a)           Except as otherwise set
forth herein, the Subordinated Creditors will not ask, demand, sue for, take or
receive, directly or indirectly, from the Obligor, the Other Debtors or any
affiliate thereof, in cash or other property, by set-off, by realizing upon
collateral, foreclosing on any lien or otherwise, exercise of any remedies or
rights under the Junior Obligation Documents or by executions, garnishments,
levies, attachments or by any other action relating to the Subordinated
Obligations, or in any other manner, payment of, or additional security for,
all or any part of the Subordinated Obligations unless and until the Senior
Obligations shall have been paid in full. 
Neither the Obligor nor any of the Other Debtors will make any payment
on any of the Subordinated Obligations, or take any other action, in
contravention of the provisions of this Agreement.


(b)           So long as none of the
events contemplated by Section 3(a) hereof shall have occurred the Obligor may
make payments on the Subordinated Obligations to the extent (but only to the
extent) permitted by Section 6.5 of the Credit Agreement.  Notwithstanding anything to the contrary set
forth in the preceding sentence or in Section 6.5 of the Credit Agreement,
Subordinated Creditor and Obligor acknowledge and agree that in no way shall
any payment which may from time to time be made on the Subordinated Obligations
as permitted by the preceding clause 2(b) or Section 6.5 of the Credit
Agreement constitute a waiver of any right or claim of the Agent or any of the
Lenders to share in any recovery with other creditors of Obligor or any Other
Debtor in the event that any such payment on any of the Subordinated Obligations
is set aside as a fraudulent or preferential conveyance or transfer or
otherwise required to be returned by any Subordinated Creditor in any
proceeding referred to in section 3(a).


3.             Additional
Provisions Concerning Subordination. 
Hallmark Cards and the Obligor agree as follows:


(a)           In the event of (i) any
dissolution, winding up, liquidation or reorganization of the Obligor or any
Other Debtor (whether voluntary or involuntary and whether in bankruptcy,
insolvency or receivership proceedings, or upon an assignment for the benefit
of creditors or proceedings for voluntary or involuntary liquidation,
dissolution or other winding up of the 



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Obligor or any Other
Debtor, whether or not involving insolvency or bankruptcy, or any other
marshalling of the assets and liabilities of the Obligor or any Other Debtor or
otherwise); or (ii) any Event of Default or an event which with notice and/or
passage of time would constitute an Event of Default (as such term is defined
in the Credit Agreement), or any default, demand for payment or acceleration of
maturity regarding the Subordinated Obligations:


(i)            all Senior Obligations
(including, but not limited to, the obligation to provide cash collateral for
outstanding L/C Exposure) shall first be paid to the Agent for the benefit of
the Lenders and the Issuing Bank in full before any payment or distribution is
made upon the principal of or interest on or any fees, costs, charges or
expenses in connection with the Subordinated Obligations; and


(ii)           any payment or distribution
of assets of the Obligor or any Other Debtor, whether in cash, property or
securities, to which any of the Subordinated Creditors would be entitled except
for the provisions hereof, shall be paid or delivered by the Obligor or any
Other Debtor, or any receiver, trustee in bankruptcy, liquidating trustee,
disbursing agent, agent or other person making such payment or distribution,
directly to the Agent for the benefit of the Lenders and the Issuing Bank, to
the extent necessary to pay in full all Senior Obligations remaining unpaid,
after giving effect to any concurrent payment or distribution to the Agent for
the benefit of the Lenders and the Issuing Bank before any payment or
distribution is made to the Subordinated Creditors;


(b)           All payments or
distributions upon or with respect to the Subordinated Obligations which are
received by the Subordinated Creditors contrary to the provisions of this
Agreement shall be deemed to be the property of the Agent, shall be received in
trust for the benefit of the Agent, shall be segregated from other funds and
property held by the Subordinated Creditors and shall be forthwith paid over to
the Agent in the same form as so received (with any necessary endorsement) to
be applied to the payment or prepayment of the Senior Obligations until the
Senior Obligations shall have been paid in full;


(c)           The Subordinated
Creditors hereby waive any requirement for marshaling of assets by the Agent in
connection with any foreclosure of any lien of the Agent, the Lenders or the
Issuing Bank under the Senior Obligation Documents;


(d)           The Subordinated
Creditors shall not take any action to impair or otherwise adversely affect the
foreclosure of, or other realization of the rights of the Agent or the Lenders
and the Issuing Bank under the Senior Obligation Documents; and


(e)           The Agent is hereby
authorized to demand specific performance of this Agreement at any time when
the Subordinated Creditors shall have failed to comply with any of the
provisions of this Agreement, and the Subordinated Creditors hereby irrevocably
waive any defense based on the adequacy of a remedy at law which might be
asserted as a bar to such remedy of specific performance.


4.             Subrogation.  The Subordinated Creditors agree that no
payment or distribution to the Agent for the benefit of the Lenders and the
Issuing Bank pursuant to the provisions of this Agreement shall entitle the
Subordinated Creditors to exercise any rights of subrogation in 



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respect thereof until the
Senior Obligations shall have been paid in full.  Upon the payment in full of all Senior
Obligations and the termination of any and all commitments to extend additional
credit thereunder, Subordinated Creditor shall, to the extent of any payments
or distributions made to or received by the Agent or the Lenders as a result of
the provisions of Section 3 of this Agreement, be subrogated to the rights of
the Agent and the Lenders to receive payments or distributions applicable to
the Senior Obligation Documents until the Subordinated Debt is paid in full.


5.             Legend.  The Subordinated Creditors and the Obligor
will cause each promissory note issued on or after the date hereof evidencing
any of the Subordinated Obligations, any replacement thereof and any mortgage
or security document relating thereto to include or have endorsed thereon the
following provision:


“The indebtedness
evidenced by this instrument is subordinated to other indebtedness pursuant to,
and to the extent provided in, and is otherwise subject to the terms of, the
Subordination and Support Agreement dated as of August 31, 2001 as amended and
restated as of July     , 2007, as may be further amended
or supplemented, by and among Crown Media Holdings, Inc., various of its
subsidiaries, JPMorgan Chase Bank, N.A., as Agent for various Lenders and the
Issuing Bank, and Hallmark Cards Incorporated.”


6.             Satisfaction of
Support Amount.  Hallmark Cards
represents and warrants that all of the support obligations described in
Section 6 of the Existing Subordination Agreement have been satisfied on or
prior to the date of execution of this Agreement.


7.             Negative Covenants
of the Subordinated Creditors.  So
long as any of the Senior Obligations shall remain outstanding, the
Subordinated Creditors will not, without the prior written consent of the Agent:


(a)           Sell, assign, pledge,
encumber or otherwise dispose of any instrument evidencing the Subordinated
Obligations or any collateral securing the Subordinated Obligations unless such
sale, assignment, pledge, encumbrance or other disposition is made expressly
subject to this Agreement and the other party to such sale, assignment, pledge,
encumbrance or other disposition consents in writing to be bound by the terms
hereof;


(b)           Permit the terms of the
Junior Obligation Documents or collateral securing any Subordinated Obligations
to be changed in any way which would limit or impair these subordination
provisions.


(c)           Declare all or any
portion of the Subordinated Obligations due and payable prior to the date fixed
therefor or realize upon, or otherwise exercise any remedies with respect to,
any collateral securing the Subordinated Obligations or take any other action
prohibited by Section 2 hereof; or


(d)           Commence, or join with
any entity other than the Agent and/or the Lenders in commencing any proceeding
referred to in subsection (a) of Section 3 hereof.



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8.             Obligations
Unconditional.  All rights and
interests of the Agent hereunder, and all agreements and obligations of the
Subordinated Creditors, the Obligor and the Other Debtors hereunder, shall
remain in full force and effect irrespective of:


(a)           Any lack of validity or
enforceability of any Senior Obligation Document or any other agreement or
instrument relating thereto;


(b)           Any change in the time,
manner or place of payment of, or in any other term of, all or any of the
Senior Obligations, or any other amendment or waiver of or any consent to
departure from any Senior Obligation Document;


(c)           Any exchange, release
or nonperfection of any collateral, or any release or amendment or waiver of or
consent to departure from any guaranty, for all or any of the Senior
Obligations; or


(d)           Any other circumstances
which might otherwise constitute a defense available to, or a discharge of,
either the Obligor or any Other Debtor in respect of the Senior Obligations or
of the Subordinated Creditors, the Obligor or any Other Debtor in respect of
this Agreement and the other Fundamental Documents other than the payment in
full of the Senior Obligations.


9.             Present
Subordinated Obligations.  Hallmark
Cards hereby represents and warrants that as of the date of the amendment and
restatement of this Agreement are no outstanding Subordinated Obligations,
except as disclosed on Schedule 1 hereto.


10.           Additional
Agreements and Waivers by the  Subordinated Creditors.  The Subordinated Creditors agree that neither
the Agent nor the Issuing Bank or any Lender shall have any liability or
obligation to the Subordinated Creditors on account of exercise of the rights
and remedies of the Agent, the Issuing Bank and/or the Lenders under any Senior
Obligation Document.  The Subordinated
Creditors waive the right to commence or pursue any legal action (whether suit,
counterclaim, cross claim or other action) on account of exercise of the rights
and remedies of the Agent, the Issuing Bank and/or the Lenders under any Senior
Obligation Document and alleging or based on a theory of breach of fiduciary
obligations of the Agent, the Issuing Bank and/or the Lenders, equitable
subordination of claims of the Agent, the Issuing Bank and/or the Lenders
against the Obligor or any Other Debtor, conflicts of interest by the Agent,
the Issuing Bank and/or the Lenders or similar theories premised in any such
case on the exercise of control or influence on management by the Agent, the
Issuing Bank and/or the Lenders, actual management or control of the Obligor or
any Other Debtor by the Agent, the Issuing Bank and/or the Lenders, voting any
of the stock of the Obligor or an Other Debtor, or other pursuit of rights or
remedies by the Agent, the Issuing Bank and/or the Lenders under any Senior
Obligation Document.


11.           Further Assurances.  The Subordinated Creditors, the Obligor and
the Other Debtors will, at their own expense and at any time and from time to
time, promptly execute and deliver all further instruments and documents, and
take all further action that the Agent may reasonably request, in order to
perfect or otherwise protect any right or interest granted or purported to be
granted hereby or to enable the Agent to exercise and enforce its rights and remedies
hereunder.



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12.           Expenses.  The Obligor agrees to pay to the Agent, upon
demand, the amount of any and all reasonable expenses, including the reasonable
fees and expenses of counsel for the Agent, which the Agent may incur in
connection with the exercise or enforcement of any of the rights or interests
of the Agent or the Lenders hereunder.


13.           Notice.  All demands, notices and other communications
which any party hereto may desire or may be required to give to any other party
hereunder shall be in writing (including telegraphic communication) and shall
be mailed, telecopied, telegraphed or delivered to such other party at its
address as follows:


(a)           to the Agent at:


JPMorgan Chase Bank, N.A.


Jason Rastovski


21 South Clark Street


Chicago, Illinois 60670


Attn:  Jason Rastovski

Facsimile:  (312) 325-3239


with a courtesy copy to:


JPMorgan Chase Bank, N.A.


Diana Imhof


270 Park Avenue


New York, New York 10017


Attn: Diana Imhof


Facsimile: [Please provide]


(b)           to the Obligor or an
Other Debtor to it at:


Crown Media Holdings,
Inc.

12700 Ventura Boulevard


Suite 200


Studio City, CA  91604


Attn:  Charles Stanford, Esq.

Facsimile: (818) 755-2641


(c)           to the Subordinated
Creditors at:


Hallmark Cards
Incorporated

2501 McGee, P.O. 419126, Mail Drop # 339

Kansas City, MO 64108

Attn:  General Counsel

Fax:  (816) 274-7171


or to any such party at
such other address as shall be designated by such party in a written notice to
each other party, complying as to delivery with the terms of this Section
13.  All such 



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demands, notices, and
other communications shall be effective when received or five business days
after mailing, whichever is earlier.


14.           SERVICE
OF PROCESS.  THE SUBORDINATED
CREDITORS (A) HEREBY IRREVOCABLY SUBMIT TO THE JURISDICTION OF THE STATE COURTS
OF THE STATE OF NEW YORK AND THE JURISDICTION OF THE UNITED STATES DISTRICT
COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, FOR THE PURPOSE OF ANY SUIT,
ACTION OR OTHER PROCEEDING ARISING OUT OF OR BASED UPON THIS AGREEMENT OR THE
SUBJECT MATTER HEREOF BROUGHT BY THE AGENT OR ITS SUCCESSORS OR ASSIGNS AND (B)
HEREBY WAIVE AND AGREE NOT TO ASSERT, BY WAY OF MOTION, AS A DEFENSE, OR
OTHERWISE, IN ANY SUCH SUIT, ACTION OR PROCEEDING, ANY CLAIM THAT THEY ARE NOT
SUBJECT PERSONALLY TO THE JURISDICTION OF THE ABOVE-NAMED COURTS, THAT THEIR
PROPERTY IS EXEMPT OR IMMUNE FROM ATTACHMENT OR EXECUTION, THAT THE SUIT,
ACTION OR PROCEEDING IS BROUGHT IN AN INCONVENIENT FORUM, THAT THE VENUE OF THE
SUIT, ACTION OR PROCEEDING IS IMPROPER OR THAT THIS AGREEMENT OR THE SUBJECT
MATTER HEREOF MAY NOT BE ENFORCED IN OR BY SUCH COURT, AND (C) HEREBY WAIVE IN
ANY SUCH ACTION, SUIT OR PROCEEDING ANY OFFSETS OR COUNTERCLAIMS (EXCEPT FOR
COMPULSORY COUNTERCLAIMS).  THE
SUBORDINATED CREDITORS AND THE OBLIGOR AND THE OTHER DEBTORS HEREBY CONSENT TO
SERVICE OF PROCESS BY REGISTERED MAIL AT THE ADDRESS TO WHICH NOTICES ARE TO BE
GIVEN.  THE SUBORDINATED CREDITORS AGREE
THAT SUBMISSION TO JURISDICTION AND CONSENT TO SERVICE OF PROCESSES BY MAIL IS
MADE FOR THE EXPRESS BENEFIT OF THE AGENT. 
FINAL JUDGMENT AGAINST THE SUBORDINATED CREDITORS IN ANY SUCH ACTION,
SUIT OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER
JURISDICTIONS (A) BY SUIT, ACTION OR PROCEEDING ON THE JUDGMENT, A CERTIFIED OR
TRUE COPY OF WHICH SHALL BE CONCLUSIVE EVIDENCE OF THE FACT AND OF THE AMOUNT
OF ANY INDEBTEDNESS OR LIABILITY OF THE SUBORDINATED CREDITORS THEREIN
DESCRIBED, OR (B) IN ANY OTHER MANNER PROVIDED BY OR PURSUANT TO THE LAWS OF
SUCH OTHER JURISDICTION; PROVIDED, HOWEVER, THAT THE AGENT MAY AT
ITS OPTION BRING SUIT, OR INSTITUTE OTHER JUDICIAL PROCEEDINGS, AGAINST THE
SUBORDINATED CREDITORS OR ANY OF THEIR ASSETS IN ANY STATE OR FEDERAL COURT OF
THE UNITED STATES OR OF ANY COUNTRY OR PLACE WHERE THE SUBORDINATED CREDITORS
OR THEIR ASSETS MAY BE FOUND.


15.           Miscellaneous.


(a)           No amendment of any
provision of this Agreement shall be effective unless it is in writing and
signed by the Subordinated Creditors, the Obligor and the Agent, and no waiver
of any provision of this Agreement, and no consent to any departure therefrom,
shall be effective unless it is in writing and signed by the Agent, and any
such waiver or consent shall be effective only in the specific instance and for
the specific purpose for which given.



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(b)           No failure on the part
of the Agent to exercise, and no delay in exercising, any right hereunder shall
operate as a waiver thereof; nor shall any single or partial exercise of any
such right preclude any other or further exercise thereof or the exercise of
any other right.


(c)           Any provision of this Agreement
which is prohibited or unenforceable in any jurisdiction, shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or invalidity
without invalidating the remaining portions hereof or thereof or affecting the
validity or enforceability of such provision in any other jurisdiction.


(d)           This Agreement shall be
binding on the Subordinated Creditors and the Obligor, the Other Debtors and
their respective successors and assigns including without limitation any
holders of the instruments evidencing the Subordinated Obligations.


(e)           This Agreement may be
executed by one or more of the parties to this Agreement on any number of
separate counterparts, and all of said counterparts taken together shall be
deemed to constitute one and the same instrument.


(f)            This Agreement shall
be governed by and construed in accordance with the laws of the State of New
York applicable to contracts to be fully performed within the State of New
York.


(g)           Hallmark Cards agrees
that it shall take whatever action is necessary to bind each of the
Subordinated Creditors to the terms of this Agreement including, but not
limited to, obtaining the agreement of such other Subordinated Creditors to the
Submission to Jurisdiction provisions contained in Section 15 hereof.  Hallmark Cards, Incorporated agrees to be
responsible to the Agent for the performance by the other Subordinated
Creditors of their obligations hereunder.


(h)           This Agreement is
intended for the sole benefit of the Agent, the Lenders, the Issuing Bank and
their respective successors and assigns and nothing herein, express or implied,
is intended to or shall confer upon any other Person, any legal or equitable
right, benefit or remedy of any nature whatsoever under or by reason of this
Agreement.



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IN WITNESS WHEREOF, the
parties hereto have executed this Amended and Restated Subordination and
Support Agreement on the date first above written.


	
  

  	
  CROWN MEDIA HOLDINGS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Charles L.
  Stanford

  	
   

  
	
   

  	
   

  	
  Name: Charles L. Stanford

  
	
   

  	
   

  	
  Title: Executive
  Vice President

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  GUARANTORS:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CROWN MEDIA
  UNITED STATES, LLC

  	
   

  
	
   

  	
  CM INTERMEDIARY,
  LLC

  	
   

  
	
   

  	
  CITI TEEVEE, LLC

  	
   

  
	
   

  	
  DOONE CITY
  PICTURES, LLC

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Charles L. Stanford

  	
   

  
	
   

  	
   

  	
  Name: Charles L.
  Stanford

  
	
   

  	
   

  	
  Title: Vice
  President

  
	
   

  	
   

  	
   

  
	
   

  	
  HALLMARK CARDS, INCORPORATED

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Brian E. Gardner

  	
   

  
	
   

  	
   

  	
  Name: Brian E.
  Gardner

  
	
   

  	
   

  	
  Title: Executive
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  JPMORGAN CHASE BANK, N.A., as Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
							



 



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Schedule
1


Currently
Outstanding Subordinated Obligations


1.             The Promissory Note, dated as of December 14, 2001,
of Crown Media Holdings, Inc. and guaranteed by Crown Media United States, LLC,
in the original principal amount of $75 million payable to HC Crown Corp.


2.             The 10.25% Senior Unsecured Discount Note, issue date
August 5, 2003, of Crown Media Holdings, Inc., in the initial accreted value of
$400 million, payable to HC Crown Corp.


3.             The Promissory Note, dated as of March 21, 2006, of
Crown Media Holdings, Inc., in the original principal amount of $70,414,087.87
payable to Hallmark Entertainment Holdings, Inc.


4.             The Promissory Note, dated as of October 1, 2005, of
Crown Media United States, LLC, in the original principal amount of
$132,785,424, originally payable to Hallmark Entertainment Distribution, LLC
(which has been assigned to Hallmark Entertainment Holdings, Inc.).


5.             The Promissory Note, dated as of July 27, of Crown
Media Holdings, Inc., in the original principal amount of $33, 082,019.



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