AMENDMENT 1 TO AMENDED AND RESTATED WAIVER AND STANDBY PURCHASE AGREEMENT

Waiver Agreement

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This Waiver Agreement involves

CROWN MEDIA HOLDINGS INC | CITI TEEVEE, LLC | CM INTERMEDIARY, LLC | Crown Media United States, LLC | DOONE CITY PICTURES, LLC | Hallmark Cards, Incorporated | HC Crown Corp

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Title: AMENDMENT 1 TO AMENDED AND RESTATED WAIVER AND STANDBY PURCHASE AGREEMENT
Governing Law: New York Date: 8/6/2008
Industry: BRDCST Sector: SERVIC

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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