AMENDMENT 4 TO
AMENDED AND
RESTATED
WAIVER AND STANDBY PURCHASE
AGREEMENT
This AMENDMENT 4, dated as of May 4, 2009,
amends that certain Amended and Restated Waiver and Standby
Purchase Agreement dated as of March 10, 2008 as
subsequently amended as of August 5, 2008, October 30, 2008, and
March 2, 2009 (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 4;
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 May 1, 2010, 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 4
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
