GUARANTEE AGREEMENT

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Exhibit 10.27

GUARANTEE AGREEMENT

        GUARANTEE AGREEMENT, dated as of March 2, 2009 (this "Agreement") made by HALLMARK CARDS, INCORPORATED (the "Guarantor"), in favor of (1) JPMORGAN CHASE BANK, NA. (formerly known as JPMorgan Chase Bank) as Administrative Agent (the " Agent ") under that certain Credit, Security, Guaranty and Pledge Agreement dated as of August 31, 2001 (as amended, and as the same may be further amended, supplemented or otherwise modified, renewed, replaced or extended from time to time, the " Credit Agreement "), by and among Crown Media Holdings, Inc. as Borrower (the " Borrower "), the Guarantors from time to time party thereto, the Lenders from time to time party thereto, JPMorgan Chase Bank, N.A. (formerly known as JPMorgan Chase Bank) as the Issuing Bank and the Agent on behalf of the Issuing Bank and the Lenders, (2) the Issuing Bank and (3) the Lenders. Capitalized terms used herein but not otherwise defined have the meanings given to them in the Credit Agreement.

WITNESSETH:

        WHEREAS, Guarantor is indirectly, the majority shareholder of the Borrower;

        WHEREAS, pursuant to the Credit Agreement, the Lenders have severally agreed to make Loans and to participate in Letters of Credit issued by the Issuing Bank, in each case upon the terms and subject to the conditions set forth therein;

        WHEREAS, the Borrower has requested that in connection with the effectiveness of Amendment No. 15 to the Credit Agreement, dated as of the date hereof (" Amendment No. 15 "), the Administrative Agent, the Lenders and the Issuing Bank accept this Agreement in lieu of the Hallmark L/C;

        WHEREAS, the Guarantor derives a substantial benefit from the Loans made to the Borrower under the Credit Agreement and has therefore agreed to guarantee to the Lenders the due and punctual payment of the Borrower's Obligations under the Credit Agreement;

        WHEREAS, it is a condition precedent to the effectiveness of Amendment No. 15 that the Guarantor enter into this Agreement.

        NOW, THEREFORE, in consideration of the above premises, and to induce the Agent and the Lenders to permit Amendment No. 15 to become effective and to thereafter continue to extend credit to the Borrower under the Credit Agreement, the Guarantor hereby agrees with the Agent, for the benefit of itself, the Issuing Bank and the Lenders, as follows:

SECTION 1.    GUARANTEE.     

         1.01     Agreement to Pay the Obligations .     The Guarantor unconditionally and irrevocably guarantees to the Agent, the Issuing Bank and the Lenders the due and punctual payment of the Obligations of the Borrower under the Credit Agreement, as and when the same shall become due, whether at stated maturity, by acceleration or otherwise (including interest accruing on and after the filing of any petition in bankruptcy or of reorganization of the obligor whether or not post filing interest is allowed in such proceeding). The Guarantor further agrees that the Obligations may be increased, extended or renewed, in whole or in part, without notice or further assent from it (except as may be otherwise required herein), and it will remain bound hereunder notwithstanding any extension or renewal of any Obligation.

         1.02     Waivers.     The Guarantor waives presentation to, demand for payment from and protest to, as the case may be, the Borrower or any other guarantor of any of the Obligations, and also waives notice of protest for nonpayment, notice of acceleration and notice of intent to accelerate. The obligations of the Guarantor hereunder shall not be affected by (a) the failure of the Agent, the Issuing Bank or any Lender to assert any claim or demand or to enforce any right or remedy against the Borrower, any Guarantor or any other guarantor of any of the Obligations or otherwise; (b) any

extension or renewal of any provision hereof or of the Credit Agreement; (c) the failure of the Agent, the Issuing Bank or the Lenders to obtain the consent of the Guarantor with respect to any rescission, waiver, compromise, acceleration, amendment or modification of any of the terms or provisions of the Credit Agreement or any other agreement; (d) the release, exchange, waiver or foreclosure of any security held by the Agent for the Obligations or any of them or otherwise; (e) the failure of the Agent, the Issuing Bank or the Lenders to exercise any right or remedy against any other guarantor of the Obligations; (f) any bankruptcy, reorganization, liquidation, dissolution or receivership proceeding or case by or against the Borrower or any other guarantor of the Obligations, any change in the corporate existence, structure, ownership or control of the Guarantor, the Borrower or any other guarantor of the Obligations (including any of the foregoing arising from any merger, consolidation, amalgamation, reorganization or similar transaction); or (g) the release or substitution of any other guarantor of the Obligations.

         1.03     Guarantee of Payment.     The Guarantor further agrees that this guarantee is a continuing guaranty, shall secure the Obligations and any ultimate balance thereof, notwithstanding that the Borrower or others may from time to time satisfy the Obligations in whole or in part and thereafter incur further Obligations, and constitutes a guarantee of payment when due and not just of collection, and waives any right to require that any resort be had by the Agent, the Issuing Bank or any Lender to any security held for payment of the Obligations or to any balance of any deposit, account or credit on the books of the Agent, the Issuing Bank or any Lender in favor of the Borrower or any other Person.

         1.04     Duty to Keep Informed.     The Guarantor hereby expressly assumes all responsibilities to remain informed of the financial condition of the Borrower and any other guarantors of the Obligations and any circumstances affecting the Collateral or the ability of the Borrower to perform under the Credit Agreement.

         1.05     Liability Absolute.     The Guarantor's obligations hereunder shall not be affected by the genuineness, validity, regularity or enforceability of the Obligations, the Notes or any other instrument evidencing any Obligations, or by the existence, validity, enforceability, perfection, or extent of any collateral therefor or by any other circumstance relating to the Obligations which might otherwise constitute a defense hereto, other than indefeasible repayment in full of the Obligations. The Agent, the Issuing Bank and the Lenders make no representation or warranty with respect to any such circumstances and have no duty or responsibility whatsoever to the Guarantor in respect to the management and maintenance of the Obligations or any collateral for the Obligations.

         1.06     No Impairment of Agreement, etc .     The obligations of the Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (except payment in full of the Obligations), including, without limitation, any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense or set-off, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of the Guarantor hereunder shall not be discharged or impaired or otherwise affected by the failure of the Agent, the Issuing Bank or any Lender to assert any claim or demand or to enforce any remedy under this Agreement, the Credit Agreement or any other agreement, by any waiver or modification of any provision hereof or thereof, by any default, failure or delay, willful or otherwise, in the payment or performance of the Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of the Guarantor or would otherwise operate as a discharge of the Guarantor as a matter of law, unless and until the occurrence of each of the following (with the date on which all of the following have been satisfied constituting the " Credit Agreement Obligations Repayment Date "): (a) Obligations have been indefeasibly paid in full, (b) the Commitments have terminated and (c) each outstanding Letter of Credit has expired or otherwise been terminated.

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         1.07     Continuation and Reinstatement; Subrogation .     

        (a)   The Guarantor further agrees that its guarantee hereunder shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of any Obligation is rescinded or must otherwise be restored by the Agent, the Issuing Bank or the Lenders upon the bankruptcy or reorganization of the Borrower, or otherwise. In furtherance of the provisions hereof, and not in limitation of any other right which the Agent, the Issuing Bank or the Lenders may have at law or in equity against the Borrower or any other Person by virtue hereof, upon failure of the Borrower to pay any Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice or otherwise, the Guarantor hereby promises to and will, upon receipt of written demand by the Agent on behalf of itself, the Issuing Bank and/or the Lenders, forthwith pay or cause to be paid to the Agent for the benefit of itself, the Issuing Bank and/or the Lenders (as applicable) in cash an amount equal to the unpaid amount of all the Obligations with interest thereon at a rate of interest equal to the rate specified in Section 2.9(a) of the Credit Agreement. Any payment made by the Guarantor hereunder shall be deemed to constitute a purchase of a Hallmark Subordinated Participation under Section 14.1 of the Credit Agreement, and the relative rights of the Agent, the Lenders and the Guarantor with respect to such Hallmark Subordinated Participation shall be governed by Article 14 of the Credit Agreement.

        (b)   All rights of the Guarantor against the Borrower arising as a result of the payment by the Guarantor of any sums hereunder by way of right of subrogation or otherwise, shall in all respects be subordinated and junior in right of payment to the Obligations, as more fully set forth in Article 14 of the Credit Agreement.

         1.08     Separate Action.     The obligations of the Guarantor hereunder are independent of the obligations of the Borrower, and any other guarantor of the Obligations, and a separate action or actions may be brought and prosecuted against the Guarantor whether or not any action is brought against the Borrower or any of such other guarantors and whether or not such Persons are joined in any such action or actions.

         1.09     Bankruptcy, Etc.     

        (a)   Until the Credit Agreement Obligations Repayment Date, the Guarantor shall not, without the prior written consent of the Agent, commence or join with any other Person in commencing any bankruptcy, reorganization or insolvency proceedings of or against the Borrower or any of its subsidiaries, provided, however, that nothing in this Agreement shall prohibit Guarantor from filing any claim in bankruptcy against Borrower if such shall occur. The obligations of the Guarantor hereunder shall not be reduced, limited, i