Exhibit 10.77

AMENDED AND RESTATED WAIVER AND STANDBY PURCHASE AGREEMENT

This AMENDED AND RESTATED WAIVER AND STANDBY PURCHASE AGREEMENT (this "Agreement") is entered into as of
March 10, 2008, 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") and amends and restates in
its entirety the Waiver And Standby Purchase Agreement dated as of March 21, 2006 (the "Waiver Start Date"), as amended by amendments numbered 1
through 5 thereto (collectively, the "Original Agreement").

WHEREAS,
the Borrowers are indebted to the Hallmark Lenders pursuant to the obligations listed onExhibit Ahereto in favor of one
or more of the Hallmark Lenders (collectively, the "Subject Obligations");

WHEREAS,
the Hallmark Lenders are willing to defer certain payments due under the Subject Obligations and to agree to purchase from the Bank Lenders (as defined below) certain
obligations of the Borrowers, on the terms and subject to the conditions set forth in this Agreement;

WHEREAS,
the Borrowers are willing to modify the Subject Obligations on the terms and subject to the conditions set forth in this Agreement;

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.    Definitions and Rules of Construction.



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2.    Agreement to Waive.



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3.    Standby Purchase Obligation.If the Bank Lenders accelerate any of the Indebtedness of Crown Holdings under
the Credit Facility, or seek to collect any Indebtedness under, or exercise any remedies pursuant to the Credit Facility, then Crown Holdings may elect to provide prompt written

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notice
of such action to Hallmark exercising its rights under this Section 3. Within three (3) Business Days' of receipt of a notice pursuant to the preceding sentence, Hallmark or its
designated subsidiary (the "Standby Purchaser") shall exercise its option to purchase all of the outstanding Indebtedness under the Credit Facility,
together with all other interests of the Bank Lenders thereunder pursuant to that certain Amendment No. 9 to the Credit Facility, dated as of March 21, 2006, among the Borrowers,
Hallmark and the Bank Lenders. Any Indebtedness so acquired shall be deemed to be Participated Obligations for purposes of this Agreement. All expenses and fees in connection with this purchase by the
Standby Purchaser shall be added to the principal amount of the Participated Obligations.

4.    Representations and Warranties.    Each Borrower hereby jointly and severally represents and warrants to each
Hallmark Lender as follows:



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5.    Addition of Accrued Interest to Principal Amount.The accrued but unpaid interest with respect to the Notes
(with the exception of the 10.25% Note) will be added to the principal amount annually. The accrued but unpaid interest with respect to the 10.25% Note will be added to the principal amount
semi-annually (February 5 and August 5).

6.    Amendment of Notes.    Borrowers acknowledge that the 2001, 2005 and 2006 Notes have passed their maturity
dates. The 2001, 2005 and 2006 Notes are each amended as of the date hereof to provide a new maturity date of December 31, 2009 and an interest rate of LIBOR plus 5%, adjusted quarterly.
Interest will accrue and be added to principal through November 15, 2008. Commencing November 16, 2008, interest will be payable in cash, quarterly in arrears five days after the end of
each calendar quarter.

7.    Covenants of Borrowers.



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8.    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 this Agreement, Hallmark's agreement to purchase the outstanding Indebtedness and the Bank Lenders' other interests under the Credit Facility contained in
Section 3 of this Agreement and the Hallmark Lenders' agreement to extend the maturity contained in Section 6 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.

9.    Miscellaneous.



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(h)    Survival.    All representations, warranties, covenants, agreements, undertakings, waivers and releases of the
Borrowers contained herein shall survive the termination of the Waiver Period and payment in full of the obligations of the Borrowers under the Subject Obligations.

(i)    Amendment.    No amendment, modification, rescission, waiver or release of any provision of this Agreement
shall be effective unless the same shall be in writing and signed by the parties hereto.

10.    VENUE; JURISDICTION; JURY TRIAL WAIVER.    THE HALLMARK LENDERS AND BORROWER EACH HEREBY UNCONDITIONALLY AND
IRREVOCABLY: (A) CONSENT TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT SITTING IN THE STATE OF NEW YORK; (B) AGREE THAT VENUE SHALL BE PROPER IN ANY COURT OF COMPETENT JURISDICTION
LOCATED IN THE STATE OF NEW YORK; AND (C) WAIVE THEIR RIGHT TO TRIAL BY JURY IN ANY CONTROVERSY ARISING OUT OF OR RELATING TO ANY LOAN DOCUMENT(S).

[Remainder
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IN
WITNESS WHEREOF, the parties hereto have executed this Agreement under seal as of the day and year first above written.

| |  | BORROWERS:                                                    
| |  | --------------------------------------------------------------
| |  | CROWN MEDIA HOLDINGS, INC.                                    
| |  | By:                                                           
| |  | CROWN MEDIA UNITED STATES, LLC                                
| |  | By:                                                           
| |  | GUARANTORS:                                                   
| |  | CM INTERMEDIARY, LLC
CITI TEEVEE, LLC
DOONE CITY PICTURES, LLC
| |  | By:                                                           

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| |  | HALLMARK LENDERS:           
| |  | ----------------------------
| |  | HALLMARK CARDS, INCORPORATED
| |  | By:                         
| |  | HC CROWN CORP.              
| |  | By:                         

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EXHIBIT A        SUBJECT OBLIGATIONS

1.     The
Promissory Note, dated as of December 14, 2001, of Crown Holdings, and guaranteed by CMUS, in the original principal amount of $75 million payable to
HCC (the "2001 Note")

2.     The
10.25% Senior Unsecured Discount Note, issue date August 5, 2003, of Crown Holdings, in the initial accreted value of $400 million, payable to HCC (the
"10.25% Note").

3.     The
Promissory Note, dated as of March 21, 2006, of Crown Holdings in the original principal amount of $70,414,087.87 payable to HCC (formerly payable to Hallmark
Entertainment Holdings, Inc.) (the "2006 Note")

4.     The
Promissory Note, dated as of October 1, 2005, of CMUS, in the original principal amount of $132,785,424, payable to HCC (formerly payable to Hallmark
Entertainment Holdings, Inc.) (the "2005 Note").

5.     The
Promissory Note, dated as of July 27, 2007, of Crown Holdings in the original principal amount of $33,082,019 payable to Hallmark (the "Tax Note").

6.     All
Obligations (as such term is defined in the Credit Facility) of the Borrowers to Hallmark under the Credit Facility, by virtue of Hallmark's deemed purchase of a
participation in the Obligations pursuant to Section 14.1 of Amendment No. 8 to the Credit Facility or pursuant to Section 13.3 (l) of Amendment No. 9 to the Credit
Facility (the "Participated Obligation").

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