Exhibit
10.1


AMENDMENT 4 TO


WAIVER AND STANDBY PURCHASE
AGREEMENT


This AMENDMENT 4, dated
as of August 3, 2007, amends that certain Waiver and Standby Purchase Agreement
(the “Waiver Agreement”) dated as of March 21, 2006 and subsequently
amended as of August 8, 2006, November 6, 2006 and as of March 2, 2007, by and
among Hallmark Cards, Incorporated, a Missouri corporation (“Hallmark”), HC Crown Corp., a Delaware
corporation, 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 Crown
Holdings listed as Guarantors on the Credit Facility, as amended from time to
time (collectively, the “Borrowers”).


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


WHEREAS, the
Hallmark Lenders are willing to extend the automatic Waiver Termination Date
subject to receiving a security interest in the personal property of the
Borrowers and on the terms and subject to the conditions further set forth in
this Amendment 4;


NOW, THEREFORE, in
consideration for the foregoing premises and the mutual covenants and
agreements contained herein, and for other good and valuable consideration, the
receipt 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 hereby
be amended by adding the following:


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


2.             Definitions.  The following definitions shall be replaced
as set forth below:


““Notes” means the 2001 Note, the
10.25% Note, the 2005 Note, the 2006 Note and the Tax Note.


“Tax Note” has the meaning set forth
in Exhibit A.


“Tax Sharing Agreement” means the
Federal Income Tax Sharing Agreement between Hallmark and Crown Holdings dated
as of March 11, 2003.”


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










 



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


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


This Waiver shall terminate
automatically on August 15, 2008, unless terminated earlier as set forth herein
and such date of actual termination shall be the “Waiver
Termination Date.”


5.             Security
Interest.  Borrowers
hereby agree to grant to the Hallmark Lenders a security interest in all of
Borrower’s right, title and interest in and to all personal property
substantially as set forth in the Security and Pledge Agreement attached hereto
as Exhibit B and in the Copyright Security Agreement attached hereto as Exhibit
C.


6.             Representations
and Warranties.  Each
Borrower hereby jointly and severally represents and warrants to each Hallmark
Lender that after giving effect to this Amendment 4 that all the
representations and warranties contained in the Waiver Agreement are true and
correct as of the date hereof in all material respects as if such
representations and warranties had been made on and as of the date hereof
(except to the extent that any such representation or warranty specifically
relates to an earlier date.)


7.             Release
of Claims and Waiver. 
Each Borrower hereby releases, remits, acquits and forever discharges
each Hallmark Lender and each Hallmark Lender’s employees, agents,
representatives, consultants, attorneys, fiduciaries, servants, officers,
directors, partners, predecessors, successors and assigns, subsidiary
corporations, parent corporations, and related corporate divisions (all of the
foregoing 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 any
and every character, known or unknown, direct and/or indirect, at law or in
equity, of whatsoever kind or nature, whether heretofore or hereafter arising,
for or because of any manner or things done, which were omitted or suffered to
be done by any of the Released Parties prior to and including the date of
execution hereof, and which also in any way directly or indirectly arise out of
or were in any way connected to the Released Parties’ capacity as the
beneficiary of an obligation of one or more of the Borrowers under this
Agreement, the Subject Obligations and/or any other Loan Document heretofore
executed, including claims relating to ‘lender liability’ (all of the foregoing
hereinafter called the “Released Matters”).  The Borrowers acknowledge that the Hallmark
Lenders’ agreement to waive contained in Section 2 of the Waiver Agreement, the
Hallmark Lenders’ agreement to extend the automatic Waiver Termination Date
pursuant to Amendments 1, 2, 3, and this Amendment 4, and Hallmark’s agreement
to purchase the outstanding Indebtedness and the Bank Lenders’ other interests
under the Credit Facility contained in Section 3 of the Waiver Agreement are intended
to be in full satisfaction of all or any alleged injuries or damages arising in
connection with the Released Matters. 
Each Borrower represents and warrants to each Hallmark Lender that it
has not purported to transfer, assign or otherwise convey any right, title or
interest of such Borrower in any Released Matter to any other Person and that
the foregoing constitutes a full and complete release of all Released Matters.



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8.             Full
Force and Effect.  Except
to the extent amended herein, the Waiver Agreement shall continue in full force
and effect.


9.             Governing
Law.  This Amendment 4
shall be governed by and construed in accordance with the internal substantive
laws of the State of New York, without regard to the choice of law principles
of such State.


10.           Counterparts;
Faxed Signatures.  This
Amendment 4 may be executed in any number of counterparts and by different
parties to this Agreement on separate counterparts, each of which, when so
executed, shall be deemed an original, but all such counterparts shall
constitute one and the same agreement. 
Any signature delivered by a party by facsimile transmission shall be
deemed to be an original signature hereto.


IN WITNESS WHEREOF, the parties hereto have executed this Amendment 4 as of
the 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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