waiver.htm


    AMENDMENT
4 TO

    AMENDED
AND RESTATED

    WAIVER
AND STANDBY PURCHASE AGREEMENT

    


     

    This
AMENDMENT 4, dated as of May 4, 2009, amends that certain Amended and Restated
Waiver and Standby Purchase Agreement  dated as of March 10, 2008 as
subsequently amended as of August 5, 2008, October 30, 2008, and March 2, 2009
(the “Waiver Agreement”) by and among
Hallmark Cards, 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 Crown Holdings listed as Guarantors on the Credit Facility (the “Guarantors,” and, together
with Crown Holdings and CMUS, 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
on the terms and subject to the conditions 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.           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 May 1, 2010, unless terminated earlier
as set forth herein and such date of actual termination shall be the “Waiver Termination
Date.”

     

    2.           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).

     

    3.           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 this Amendment  and previous  Amendments, 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.

     

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

     

    6.           Governing
Law.  This Amendment 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.

     

    7.           Counterparts;
Faxed Signatures.  This Amendment 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 as of the day
and year first above written.

     

    


     

    
      	
               
      

            	
              BORROWERS:

            


    

     

    
      	
               
      

            	
              CROWN
      MEDIA HOLDINGS, INC.

            


    

     

    
      	
               
      

            	
              By:
      /s/ Charles
      Stanford

            


    

     

    
      	
               
      

            	
              Name:
      Charles Stanford

            


    

     

    
      	
               
      

            	
              Title:
      EVP & General Counsel

            


    

     

    


     

    
      	
               
      

            	
              CROWN
      MEDIA UNITED STATES, LLC

            


    

     

    
      	
               
      

            	
              By:
      /s/ Charles
      Stanford

            


    

     

    
      	
               
      

            	
              Name:
      Charles Stanford

            


    

     

    
      	
               
      

            	
              Title:
      VP

            


    

     

    
      	
               
      

            	
              GUARANTORS:

            


    

     

    
      	
               
      

            	 


    

    
      	
               
      

            	
              CM
      INTERMEDIARY, LLC

            


    

    
      	
               
      

            	
              CITI
      TEEVEE, LLC

            


    

    
      	
               
      

            	
              DOONE
      CITY PICTURES, LLC

            


    

    
      	
               
      

            	 


    

     

    
      	
               
      

            	
              By:
      /s/ Charles
      Stanford

            


    

     

    
      	
               
      

            	
              Name:
      Charles Stanford

            


    

     

    
      	
               
      

            	
              Title:
      VP

            


    

     

    
      	
               
      

            	
              HALLMARK
      LENDERS:

            


    

     

    
      	
               
      

            	
              HALLMARK
      CARDS, INCORPORATED

            


    

     

    


     

    
      	
               
      

            	
              By: /s/ Timothy
      Griffith

            


    

     

    
      	
               
      

            	
              Name:
      Timothy Griffith

            


    

     

    
      	
               
      

            	
              Title:  Executive
      Vice President

            


    

     

    


     

    
      	
               
      

            	
              HC
      CROWN CORP.

            


    

     

    
      	
               
      

            	
              By: /s/ Jeff
      McMillen

            


    

     

    
      	
               
      

            	
              Name:  Jeff
      McMillen

            


    

     

    
      	
               
      

            	
              Title:  Vice
      President