Exhibit
10.1


 


AMENDMENT
5 TO


WAIVER
AND STANDBY PURCHASE AGREEMENT


 


 


                This AMENDMENT
5, dated as of October 17, 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, as of November 6, 2006, as of March 2, 2007 and as of August 3,
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 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 on the terms and subject to the conditions set forth in this Amendment 5;


 


                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 November 15, 2008, 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 5 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 prior Amendments hereto and this Amendment 5, 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 5
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 5 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 5 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

  
			



 


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  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/ 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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