Exhibit
10.9


 


H C CROWN CORP


103 Foulk Road, Suite 214

Wilmington, DE 19803

(302) 654-7584

Fax (302) 652-8667


 


March 19, 2010


 


Crown
Media Holdings, Inc.


12700
Ventura Boulevard


Studio
City, California 91604 


Attention:
Chief Executive Officer


 


Crown
Media Holdings, Inc. 


12700
Ventura Boulevard


Studio
City, California 91604 


Attention:
Chief Financial Officer


 


Crown
Media Holdings, Inc. 


12700
Ventura Boulevard 


Studio
City, California 91604 


Attention:
General Counsel


 


Re:            Recapitalization Agreement


 


Gentlemen:


 


Reference
is hereby made to that certain Master Recapitalization Agreement, dated as of February 26,
2010 (the “Recapitalization Agreement”), by and among by and among Hallmark
Cards, Incorporated, a Missouri corporation (“Hallmark Cards”), H C Crown
Corp., a Delaware corporation (“HCC” and, together with Hallmark Cards, the “Hallmark
Lenders”), Hallmark Entertainment Holdings, Inc., a Delaware corporation (“HEH”
and, collectively with the Hallmark Lenders, the “Hallmark Parties”), Crown
Media Holdings, Inc., a Delaware corporation (the “Company”), Crown Media
United States, LLC, a Delaware limited liability company (“CMUS”), and the
subsidiaries of the Company listed as Guarantors on the Credit Facility (the “Guarantors,”
and, together with the Company and CMUS, the “Debtors”). Capitalized terms used
but not otherwise defined in this letter shall have the respective meanings
ascribed thereto in the Recapitalization Agreement.


 

















 


not
later than March 20, 2010) the Information Statement in a form that
complies in all material respects with the requirements of the Exchange Act and
the rules and regulations promulgated thereunder (the “Covenant”). The
Hallmark Parties understand that the Company has determined that it would be
advisable to present the Information Statement to the Company’s Board of
Directors at a meeting thereof scheduled to be held on March 25, 2010 and
to file the Information Statement with the SEC following approval thereof by
the Company’s Board of Directors at such meeting. In light of the foregoing,
the Debtors have requested that the Hallmark Parties amend the Covenant.


 


The
parties to this letter agreement hereby agree that Section 5.5 of the
Recapitalization Agreement shall be amended to change the date contained in the
third line thereof from March 20, 2010 to March 31, 2010.


 


Except
as otherwise expressly provided herein, the terms and conditions of the
Recapitalization Agreement remain unchanged and the Hallmark Parties hereby
reserve all rights and remedies available to them at law, in equity and under
the Recapitalization Agreement and the Ancillary Documents.


 


Please
acknowledge that the foregoing is acceptable by executing a counterpart to this
letter and returning it to the Hallmark Parties in accordance with Section 11
(Notices) of the Recapitalization Agreement.


 


[Remainder of page intentionally left blank]


 


2

















 


In
witness whereof, the undersigned has executed this letter as of the date first
above written.


 


 


	
   

  	
  HALLMARK
  CARDS, INCORPORATED

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Timothy Griffith

  
	
   

  	
   

  	
  Name:
  

  	
  Timothy
  Griffith

  
	
   

  	
   

  	
  Title:

  	
  Executive
  Vice President – CFO

  



 


 


	
   

  	
  H
  C CROWN CORP.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Timothy Griffith

  
	
   

  	
   

  	
  Name:
  

  	
  Timothy
  Griffith

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President

  



 


 


	
   

  	
  HALLMARK
  ENTERTAINMENT HOLDINGS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Timothy Griffith

  
	
   

  	
   

  	
  Name:
  

  	
  Timothy
  Griffith

  
	
   

  	
   

  	
  Title:

  	
  President

  



 

















 


Accepted and agreed (with
the consent of the Special Committee) this 19th day of March,
2010.


 


	
   

  	
  CROWN
  MEDIA HOLDINGS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  C. Stanford

  
	
   

  	
   

  	
  Name:
  

  	
  Charles
  Stanford

  
	
   

  	
   

  	
  Title:

  	
  Executive
  Vice President

  



 


 


	
   

  	
  CROWN
  MEDIA UNITED STATES, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  C. Stanford

  
	
   

  	
   

  	
  Name:
  

  	
  Charles
  Stanford

  
	
   

  	
   

  	
  Title:

  	
  Executive
  Vice President

  



 


 


	
   

  	
  CM
  INTERMEDIARY, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  C. Stanford

  
	
   

  	
   

  	
  Name:
  

  	
  Charles
  Stanford

  
	
   

  	
   

  	
  Title:

  	
  Executive
  Vice President

  



 


 


	
   

  	
  CITI
  TEEVEE, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  C. Stanford

  
	
   

  	
   

  	
  Name:
  

  	
  Charles
  Stanford

  
	
   

  	
   

  	
  Title:

  	
  Executive
  Vice President

  



 


 


	
   

  	
  DOONE
  CITY  PICTURES, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  C. Stanford

  
	
   

  	
   

  	
  Name:
  

  	
  Charles
  Stanford

  
	
   

  	
   

  	
  Title:

  	
  Executive
  Vice President