Exhibit 10.1


 


AMENDMENT 1 TO

AMENDED AND RESTATED

WAIVER AND STANDBY PURCHASE AGREEMENT


 


This
AMENDMENT 1, dated as of August 1, 2008, amends that certain Amended and
Restated Waiver and Standby Purchase Agreement dated as of March 10, 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 1;


 


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 June 30, 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 1 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, 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 1 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 1 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 1
as of the day and year first above written.


 


 


	
   

  	
  BORROWERS:

  
	
   

  	
   

  
	
   

  	
  CROWN
  MEDIA HOLDINGS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Brian Stewart

  
	
   

  	
   

  	
  Name:

  	
  Brian
  Stewart

  
	
   

  	
   

  	
  Title:

  	
  EVP/CFO

  



 


2

















 


	
   

  	
  CROWN
  MEDIA UNITED STATES, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Brian Stewart

  
	
   

  	
   

  	
  Name:

  	
  Brian
  Stewart

  
	
   

  	
   

  	
  Title:

  	
  EVP/CFO

  



 


	
   

  	
  GUARANTORS:

  
	
   

  	
   

  
	
   

  	
  CM
  INTERMEDIARY, LLC

  
	
   

  	
  CITI
  TEEVEE, LLC

  
	
   

  	
  DOONE
  CITY PICTURES, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Brian Stewart

  
	
   

  	
   

  	
  Name:

  	
  Brian
  Stewart

  
	
   

  	
   

  	
  Title:

  	
  EVP/CFO

  



 


 


	
   

  	
  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

  



 


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