0001104659-06-052863 Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • August 9th, 2006 • Crown Media Holdings Inc • Cable & other pay television services

Agreement, made as of this 24th day of July, 2006 (“Effective Date”), between Crown Media Holdings, Inc., a Delaware corporation, with offices at 12700 Ventura Boulevard, Los Angeles, California 91604 (“Employer”) and Brian Stewart (“Employee”).

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AMENDMENT 1 TO WAIVER AND STANDBY PURCHASE AGREEMENT
Waiver and Standby Purchase Agreement • August 9th, 2006 • Crown Media Holdings Inc • Cable & other pay television services • New York

This AMENDMENT 1, dated as of August 8, 2006, amends that certain Waiver and Standby Purchase Agreement (the “Waiver Agreement”) dated as of March 21, 2006, 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 (collectively, the “Borrowers”).

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