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 Lende
