Exhibit 10.1
AMENDMENT 4 TO
WAIVER AND STANDBY PURCHASE
AGREEMENT
This AMENDMENT 4,
dated as of August 3, 2007, amends that certain Waiver and Standby
Purchase Agreement (the “ Waiver Agreement ”) dated as
of March 21, 2006 and subsequently amended as of August 8, 2006,
November 6, 2006 and as of March 2, 2007, by and among Hallmark
Cards, Incorporated, a Missouri corporation (“
Hallmark ”), HC Crown Corp., a Delaware corporation,
Hallmark Entertainment Holdings, Inc., a Delaware corporation
(“collectively, together with Hallmark the “
Hallmark Lender s
”) and Crown Media Holdings, Inc., a Delaware corporation
(“Crown Holdings”), Crown Media United States, LLC, a
Delaware limited liability company, and the subsidiaries of Crown
Holdings listed as Guarantors on the Credit Facility, as amended
from time to time (collectively, 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 subject to receiving a security interest in the
personal property of the Borrowers and on the terms and subject to
the conditions further 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.
Exhibit A . Exhibit
A, Subject Obligations shall hereby be amended by adding the
following:
“6. The Promissory Note, dated as
of July 27, 2007 of Crown Holdings in the original principal amount
of $33,082,019 (the “Tax Note”).”
2.
Definitions . The
following definitions shall be replaced as set forth
below:
““Notes” means the 2001 Note,
the 10.25% Note, the 2005 Note, the 2006 Note and the Tax
Note.
“Tax
Note” has the meaning set forth in Exhibit A.
“Tax Sharing Agreement” means the
Federal Income Tax Sharing Agreement between Hallmark and Crown
Holdings dated as of March 11, 2003.”
3.
Section 2(b)(v) .
Section 2(b) shall be amended by adding subsection (v) as set forth
below:
“(v)
the Hallmark Lenders shall be entitled to offset any Estimated
Crown Tax Benefit (as the term is defined in the Tax Sharing
Agreement) against the interest or principal of the Tax Note, in
accordance with the terms of the Tax Note.”
4.
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 August 15, 2008, unless terminated
earlier as set forth herein and such date of actual termination
shall be the “ Waiver Termination Date
.”
5.
Security Interest .
Borrowers hereby agree to grant to the Hallmark Lenders a security
interest in all of Borrower’s right, title and interest in
and to all personal property substantially as set forth in the
Security and Pledge Agreement attached hereto as Exhibit
