Exhibit 10.1
AMENDMENT 5 TO
WAIVER
AND STANDBY PURCHASE AGREEMENT
This AMENDMENT 5, dated as
of October 17, 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, as of November 6, 2006, as of March 2, 2007 and as
of August 3, 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 Lenders ”) and Crown
Media Holdings, Inc., a Delaware corporation, 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 on the terms and subject to the conditions
set forth in this Amendment 5;
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 November 15, 2008, 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 5 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 Lender and each Hallmark Lender's
employees, agents, representatives, consultants, attorneys,
fiduciaries, servants, officers, directors, partners, predecessors,
successors and assigns, subsid
