Exhibit 10.1


 


AMENDMENT 2 TO


AMENDED AND RESTATED


WAIVER AND STANDBY PURCHASE
AGREEMENT


 


This AMENDMENT 2, dated as of October 30, 2008, 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 (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 2;


 


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 October 1, 2009, 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 2 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 Amendment 1 and this Amendment 2,
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 2 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 2 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 2 as of the day and year first above written.


 


 


	
   

  	
  BORROWERS:

  
	
   

  	
   

  
	
   

  	
  CROWN MEDIA HOLDINGS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ C. Stanford

  
	
   

  	
   

  	
  Name:  CHARLES STANFORD

  
	
   

  	
   

  	
  Title:    EVP

  



 


2

















 


	
   

  	
  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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