IntroductoryStatement

Exhibit 10.5

AMENDED AND RESTATED SUBORDINATION AND SUPPORT AGREEMENT dated as of July 27, 2007 among (i) CROWN MEDIA HOLDINGS, INC., a Delaware corporation (the “Obligor”), (ii) the subsidiaries of the Obligor which are parties to the Credit Agreement from time to time (the “Other Debtors”), (iii) HALLMARK CARDS INCORPORATED, a Missouri corporation (“Hallmark Cards” and, together with its subsidiaries (other than the Obligor and its subsidiaries), the “Subordinated Creditors”), and (iv) JPMORGAN CHASE BANK, N.A. (f/k/a The Chase Manhattan Bank), as agent for the Lenders and the Issuing Bank referred to in the Credit Agreement (the “Agent”).

Introductory Statement

Pursuant to the terms of a Credit, Security, Guaranty and Pledge Agreement dated as of August 31, 2001 among the Obligor, the Guarantors which are parties thereto from time to time, the Lenders parties thereto from time to time and the Agent (such agreement as hereinafter amended, supplemented or otherwise modified, or renewed, replaced or extended from time to time being referred to as the “Credit Agreement”) the Lenders have agreed, subject to the terms and conditions thereof, to make loans (the “Loans”) to, and to participate in letters of credit (the “Letters of Credit”) issued on behalf of, the Obligor.  The Credit Agreement, the Notes referred to therein, the Letters of Credit and the other documents, instruments and agreements contemplated thereby; as they have been and may further be amended, supplemented or otherwise modified, renewed, replaced or extended from time to time, shall hereinafter be referred to as the “Senior Obligation Documents.”  For purposes of this Agreement, unless otherwise defined herein, capitalized terms used herein shall have the respective meanings given to such terms in the Credit Agreement.

Hallmark Cards is the ultimate parent of the largest shareholder of the Obligor.  Hallmark Cards has previously, through HC Crown Corp. and other wholly-owned subsidiaries, made loans or otherwise extended credit to the Obligor or Other Debtors, and may from time to time hereafter make or cause the Subordinated Creditors to make additional loans or other extensions of credit to the Obligor or Other Debtors.

In order to induce the Agent and the Lenders to enter into the Credit Agreement, the Subordinated Creditor entered into that certain Subordination and Support Agreement dated as of August 31, 2001 (the “Existing Subordination Agreement”), in order to subordinate the Subordinated Obligations (as defined in the Existing Subordination Agreement) to the Senior Obligations (as defined in the Existing Subordination Agreement) and to provide certain support

obligations in favor of the Obligor, in each case as provided in the Existing Subordination Agreement.

The Obligor wishes to (a) issue a promissory note in favor of Hallmark Cards in the principal amount of $33,082,019 (the “Tax Note”) in consideration for its obligations of repayments to Hallmark Cards arising under that certain Tax Sharing Agreement dated March 11, 2003 as a result of the disallowance by the Internal Revenue Service of the use of certain of Obligor’s losses for the calendar years 2003 and 2004, and (b) grant liens in substantially all of its assets and in substantially all of the other Credit Parties’ assets in order to secure the obligations to make payment on the Tax Note and on the other Subordinated Obligations (as defined below).

In connection with the grant by the Obligor of the Liens referred to in the preceding sentence, the Agent, Hallmark Cards (on behalf of itself and each of the other Subordinated Creditors) and the Obligor wish to amend and restate the Existing Subordination Agreement pursuant to the execution of this Agreement.

The term “Subordinated Obligations” shall include: (a) all obligations of the Obligor and the Other Debtors to repay the principal amount of such loans or other extensions of credit referred to in the preceding paragraphs and as set forth on Schedule 1 attached hereto, including all interest thereon, fees in relation thereto and all other amounts payable to the Subordinated Creditors in connection therewith; (b) any rights that any Subordinated Creditor has to collateral (other than licensed trademark, service mark, tradename or service name rights) under security agreements entered into in connection with the Trademark License Agreements dated as of August 1, 1999 and March 27, 2001, and (c) the obligations of the Obligor arising under the Tax Note.  Any promissory note (including, but not limited to, the Tax Note and those Promissory Notes set forth on Schedule 1 hereto or other document evidencing any obligation referred to in the preceding sentence, as well as any replacements or substitutes therefor and any related loan agreement, security agreement or any other related agreement are hereinafter referred to as “Junior Obligation Documents.”

NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, receipt of which is hereby acknowledged, the parties hereto hereby agree as follows:

1.             Agreement to Subordinate.  The Subordinated Creditor agrees that the Subordinated Obligations are and shall be subordinate and subject in right of payment, to the extent and in the manner hereinafter set forth, to the prior payment in full of the Senior Obligations and that any guarantees, security interests, mortgages and other liens securing payment of the Subordinated Obligations are and shall be subordinate, to the fullest extent permitted by law and as hereinafter set forth, to any guarantees, security interests, mortgages and other liens securing payment of the Senior Obligations, notwithstanding the perfection, order of perfection or failure to perfect, any such security interest or other lien, or the filing or recording, order of filing or recording, or failure to file or record this Agreement or any instrument or other document in any filing or recording office in any jurisdiction.  The term “Senior Obligations” shall mean all obligations of the Obligor and the Other Debtors under the Senior Obligation Documents including, without limitation, whether outstanding at the date hereof or hereafter incurred or created, all obligations

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to pay principal, premium, if any, interest (including, without limitation, interest accruing after the commencement of any bankruptcy, insolvency, reorganization or similar proceedings with respect to any such Person whether or not determined to be an allowed claim in any such proceeding), charges, costs, expenses and fees including, without limitation, the disbursements and reasonable fees of counsel to the Agent or the Lenders, all obligations to reimburse or indemnify the Agent or the Lenders in any way, and all renewals, extensions, restructurings, refinancings or refunding of any indebtedness under the Senior Obligation Documents in the nature of a “workout” or otherwise.  This Agreement may be enforced by the Agent or by any other holder of the Senior Obligations including, but not limited to, holders of Senior Obligations issued as a result of a renewal, extension, restructuring, refinancing or refunding.

The expressions “prior payment in full,” “payment in full,” “paid in full” or any other similar term(s) or phrase(s) when used herein with respect to Senior Obligation Documents shall mean the indefeasible payment in full, in cash, of all of the Senior Obligations.

2.             Restrictions on Payment of the Subordinated Obligations, Etc.

(a)           Except as otherwise set forth herein, the Subordinated Creditors will not ask, demand, sue for, take or receive, directly or indirectly, from the Obligor, the Other Debtors or any affiliate thereof, in cash or other property, by set-off, by realizing upon collateral, foreclosing on any lien or otherwise, exercise of any remedies or rights under the Junior Obligation Documents or by executions, garnishments, levies, attachments or by any other action relating to the Subordinated Obligations, or in any other manner, payment of, or additional security for, all or any part of the Subordinated Obligations unless and until the Senior Obligations shall have been paid in full.  Neither the Obligor nor any of the Other Debtors will make any payment on any of the Subordinated Obligations, or take any other action, in contravention of the provisions of this Agreement.

(b)           So long as none of the events contemplated by Section 3(a) hereof shall have occurred the Obligor may make payments on the Subordinated Obligations to the extent (but only to the extent) permitted by Section 6.5 of the Credit Agreement.  Notwithstanding anything to the contrary set forth in the preceding sentence or in Section 6.5 of the Credit Agreement, Subordinated Creditor and Obligor acknowledge and agree that in no way shall any payment which may from time to time be made on the Subordinated Obligations as permitted by the preceding clause 2(b) or Section 6.5 of the Credit Agreement constitute a waiver of any right or claim of the Agent or any of the Lenders to share in any recovery with other creditors of Obligor or any Other Debtor in the event that any such payment on any of the Subordinated Obligations is set aside as a fraudulent or preferential conveyance or transfer or otherwise required to be returned by any Subordinated Creditor in any proceeding referred to in section 3(a).

3.             Additional Provisions Concerning Subordination.  Hallmark Cards and the Obligor agree as follows:

(a)           In the event of (i) any dissolution, winding up, liquidation or reorganization of the Obligor or any Other Debtor (whether voluntary or involuntary and whether in bankruptcy, insolvency or receivership proceedings, or upon an assignment for the benefit of creditors or proceedings for voluntary or involuntary liquidation, dissolution or other winding up of the

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Obligor or any Other Debtor, whether or not involving insolvency or bankruptcy, or any other marshalling of the assets and liabilities of the Obligor or any Other Debtor or otherwise); or (ii) any Event of Default or an event which with notice and/or passage of time would constitute an Event of Default (as such term is defined in the Credit Agreement), or any default, demand for payment or acceleration of maturity regarding the Subordinated Obligations:

(i)            all Senior Obligations (including, but not limited to, the obligation to provide cash collateral for outstanding L/C Exposure) shall first be paid to the Agent for the benefit of the Lenders and the Issuing Bank in full before any payment or distribution is made upon the principal of or interest on or any fees, costs, charges or expenses in connection with the Subordinated Obligations; and

(ii)           any payment or distribution of assets of the Obligor or any Other Debtor, whether in cash, property or securities, to which any of the Subordinated Creditors would be entitled except for the provisions hereof, shall be paid or delivered by the Obligor or any Other Debtor, or any receiver, trustee in bankruptcy, liquidating trustee, disbursing agent, agent or other person making such payment or distribution, directly to the Agent for the benefit of the Lenders and the Issuing Bank, to the extent necessary to pay in full all Senior Obligations remaining unpaid, after giving effect to any concurrent payment or distribution to the Agent for the benefit of the Lenders and the Issuing Bank before any payment or distribution is made to the Subordinated Creditors;

(b)           All payments or distributions upon or with respect to the Subordinated Obligations which are received by the Subordinated Creditors contrary to the provisions of this Agreement shall be deemed to be the property of the Agent, shall be received in trust for the benefit of the Agent, shall be segregated from other funds and property held by the Subordinated Creditors and shall be forthwith paid over to the Agent in the same form as so received (with any necessary endorsement) to be applied to the payment or prepayment of the Senior Obligations until the Senior Obligations shall have been paid in full;

(c)           The Subordinated Creditors hereby waive any requirement for marshaling of assets by the Agent in connection with any foreclosure of any lien of the Agent, the Lenders or the Issuing Bank under the Senior Obligation Documents;

(d)           The Subordinated Creditors shall not take any action to impair or otherwise adversely affect the foreclosure of, or other realization of the rights of the Agent or the Lenders and the Issuing Bank under the Senior Obligation Documents; and

(e)           The Agent is hereby authorized to demand specific performance of this Agreement at any time when the Subordinated Creditors shall have failed to comply with any of the provisions of this Agreement, and the Subordinated Creditors hereby irrevocably waive any defense based on the adequacy of a remedy at law which might be asserted as a bar to such remedy of specific performance.

4.             Subrogation.  The Subordinated Creditors agree that no payment or distribution to the Agent for the benefit of the Lenders and the Issuing Bank pursuant to the provisions of this Agreement shall entitle the Subordinated Creditors to exercise any rights of subrogation in

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respect thereof until the Senior Obligations shall have been paid in full.  Upon the payment in full of all Senior Obligations and the termination of any and all commitments to extend additional credit thereunder, Subordinated Creditor shall, to the extent of any payments or distributions made to or received by the Agent or the Lenders as a result of the provisions of Section 3 of this Agreement, be subrogated to the rights of the Agent and the Lenders to receive payments or distributions applicable to the Senior Obligation Documents until the Subordinated Debt is paid in full.

5.             Legend.  The Subordinated Creditors and the Obligor will cause each promissory note issued on or after the date hereof evidencing any of the Subordinated Obligations, any replacement thereof and any mortgage or security document relating thereto to include or have endorsed thereon the following provision:

“The indebtedness evidenced by this instrument is subordinated to other indebtedness pursuant to, and to the extent provided in, and is otherwise subject to the terms of, the Subordination and Support Agreement dated as of August 31, 2001 as amended and restated as of July     , 2007, as may be further amended or supplemented, by and among Crown Media Holdings, Inc., various of its subsidiaries, JPMorgan Chase Bank, N.A., as Agent for various Lenders and the Issuing Bank, and Hallmark Cards Incorporated.”

6.             Satisfaction of Support Amount.  Hallmark Cards represents and warrants that all of the support obligations described in Section 6 of the Existing Subordination Agreement have been satisfied on or prior to the date of execution of this Agreement.

7.             Negative Covenants of the Subordinated Creditors.  So long as any of the Senior Obligations shall remain outstanding, the Subordinated Creditors will not, without the prior written consent of the Agent:

(a)           Sell, assign, pledge, encumber or otherwise dispose of any instrument evidencing the Subordinated Obligations or any collateral securing the Subordinated Obligations unless such sale, assignment, pledge, encumbrance or other disposition is made expressly subject to this Agreement and the other party to such sale, assignment, pledge, encumbrance or other disposition consents in writing to be bound by the terms hereof;

(b)           Permit the terms of the Junior Obligation Documents or collateral securing any Subordinated Obligations to be changed in any way which would limit or impair these subordination provisions.

(c)           Declare all or any portion of the Subordinated Obligations due and payable prior to the date fixed therefor or realize upon, or otherwise exercise any remedies with respect to, any collateral securing the Subordinated Obligations or take any other action prohibited by Section 2 hereof; or

(d)           Commence, or join with any entity other than the Agent and/or the Lenders in commencing any proceeding referred to in subsection (a) of Section 3 hereof.

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8.             Obligations Unconditional.  All rights and interests of the Agent hereunder, and all agreements and obligations of the Subordinated Creditors, the Obligor and the Other Debtors hereunder, shall remain in full force and effect irrespective of:

(a)           Any lack of validity or enforceability of any Senior Obligation Document or any other agreement or instrument relating thereto;

(b)           Any change in the time, manner or place of payment of, or in any other term of, all or any of the Senior Obligations, or any other amendment or waiver of or any consent to departure from any Senior Obligation Document;

(c)           Any exchange, release or nonperfection of any collateral, or any release or amendment or waiver of or consent to departure from any guaranty, for all or any of the Senior Obligations; or

(d)           Any other circumstances which might otherwise constitute a defense available to, or a discharge of, either the Obligor or any Other Debtor in respect of the Senior Obligations or of the Subordinated Creditors, the Obligor or any Other Debtor in respect of this Agreement and the other Fundamental Documents other than the payment in full of the Senior Obligations.

9.             Present Subordinated Obligations.  Hallmark Cards hereby represents and warrants that as of the date of the amendment and restatement of this Agreement are no outstanding Subordinated Obligations, except as disclosed on Schedule 1 hereto.

10.           Additional Agreements and Waivers by the Subordinated Creditors.  The Subordinated Creditors agree that neither the Agent nor the Issuing Bank or any Lender shall have any liability or obligation to the Subordinated Creditors on account of exercise of the rights and remedies of the Agent, the Issuing Bank and/or the Lenders under any Senior Obligation Document.  The Subordinated Creditors waive the right to commence or pursue any legal action (whether suit, counterclaim, cross claim or other action) on account of exercise of the rights and remedies of the Agent, the Issuing Bank and/or the Lenders under any Senior Obligation Document and alleging or based on a theory of breach of fiduciary obligations of the Agent, the Issuing Bank and/or the Lenders, equitable subordination of claims of the Agent, the Issuing Bank and/or the Lenders against the Obligor or any Other Debtor, conflicts of interest by the Agent, the Issuing Bank and/or the Lenders or similar theories premised in any such case on the exercise of control or influence on management by the Agent, the Issuing Bank and/or the Lenders, actual management or control of the Obligor or any Other Debtor by the Agent, the Issuing Bank and/or the Lenders, voting any of the stock of the Obligor or an Other Debtor, or other pursuit of rights or remedies by the Agent, the Issuing Bank and/or the Lenders under any Senior Obligation Document.

11.           Further Assurances.  The Subordinated Creditors, the Obligor and the Other Debtors will, at their own expense and at any time and from time to time, promptly execute and deliver all further instruments and documents, and take all further action that the Agent may reasonably request, in order to perfect or otherwise protect any right or interest granted or purported to be granted hereby or to enable the Agent to exercise and enforce its rights and remedies hereunder.

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12.           Expenses.  The Obligor agrees to pay to the Agent, upon demand, the amount of any and all reasonable expenses, including the reasonable fees and expenses of counsel for the Agent, which the Agent may incur in connection with the exercise or enforcement of any of the rights or interests of the Agent or the Lenders hereunder.

13.           Notice.  All demands, notices and other communications which any party hereto may desire or may be required to give to any other party hereunder shall be in writing (including telegraphic communication) and shall be mailed, telecopied, telegraphed or delivered to such other party at its address as follows:

(a)           to the Agent at:

JPMorgan Chase Bank, N.A.

Jason Rastovski

21 South Clark Street

Chicago, Illinois 60670

Attn:  Jason Rastovski
Facsimile:  (312) 325-3239

with a courtesy copy to:

JPMorgan Chase Bank, N.A.

Diana Imhof

270 Park Avenue

New York, New York 10017

Attn: Diana Imhof

Facsimile: [Please provide]

(b)           to the Obligor or an Other Debtor to it at:

Crown Media Holdings, Inc.
12700 Ventura Boulevard

Suite 200

Studio City, CA  91604

Attn:  Charles Stanford, Esq.
Facsimile: (818) 755-2641

(c)           to the Subordinated Creditors at:

Hallmark Cards Incorporated
2501 McGee, P.O. 419126, Mail Drop # 339
Kansas City, MO 64108
Attn:  General Counsel
Fax:  (816) 274-7171

or to any such party at such other address as shall be designated by such party in a written notice to each other party, complying as to delivery with the terms of this Section 13.  All such

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demands, notices, and other communications shall be effective when received or five business days after mailing, whichever is earlier.

14.           SERVICE OF PROCESS.  THE SUBORDINATED CREDITORS (A) HEREBY IRREVOCABLY SUBMIT TO THE JURISDICTION OF THE STATE COURTS OF THE STATE OF NEW YORK AND THE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, FOR THE PURPOSE OF ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF OR BASED UPON THIS AGREEMENT OR THE SUBJECT MATTER HEREOF BROUGHT BY THE AGENT OR ITS SUCCESSORS OR ASSIGNS AND (B) HEREBY WAIVE AND AGREE NOT TO ASSERT, BY WAY OF MOTION, AS A DEFENSE, OR OTHERWISE, IN ANY SUCH SUIT, ACTION OR PROCEEDING, ANY CLAIM THAT THEY ARE NOT SUBJECT PERSONALLY TO THE JURISDICTION OF THE ABOVE-NAMED COURTS, THAT THEIR PROPERTY IS EXEMPT OR IMMUNE FROM ATTACHMENT OR EXECUTION, THAT THE SUIT, ACTION OR PROCEEDING IS BROUGHT IN AN INCONVENIENT FORUM, THAT THE VENUE OF THE SUIT, ACTION OR PROCEEDING IS IMPROPER OR THAT THIS AGREEMENT OR THE SUBJECT MATTER HEREOF MAY NOT BE ENFORCED IN OR BY SUCH COURT, AND (C) HEREBY WAIVE IN ANY SUCH ACTION, SUIT OR PROCEEDING ANY OFFSETS OR COUNTERCLAIMS (EXCEPT FOR COMPULSORY COUNTERCLAIMS).  THE SUBORDINATED CREDITORS AND THE OBLIGOR AND THE OTHER DEBTORS HEREBY CONSENT TO SERVICE OF PROCESS BY REGISTERED MAIL AT THE ADDRESS TO WHICH NOTICES ARE TO BE GIVEN.  THE SUBORDINATED CREDITORS AGREE THAT SUBMISSION TO JURISDICTION AND CONSENT TO SERVICE OF PROCESSES BY MAIL IS MADE FOR THE EXPRESS BENEFIT OF THE AGENT.  FINAL JUDGMENT AGAINST THE SUBORDINATED CREDITORS IN ANY SUCH ACTION, SUIT OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS (A) BY SUIT, ACTION OR PROCEEDING ON THE JUDGMENT, A CERTIFIED OR TRUE COPY OF WHICH SHALL BE CONCLUSIVE EVIDENCE OF THE FACT AND OF THE AMOUNT OF ANY INDEBTEDNESS OR LIABILITY OF THE SUBORDINATED CREDITORS THEREIN DESCRIBED, OR (B) IN ANY OTHER MANNER PROVIDED BY OR PURSUANT TO THE LAWS OF SUCH OTHER JURISDICTION; PROVIDED, HOWEVER, THAT THE AGENT MAY AT ITS OPTION BRING SUIT, OR INSTITUTE OTHER JUDICIAL PROCEEDINGS, AGAINST THE SUBORDINATED CREDITORS OR ANY OF THEIR ASSETS IN ANY STATE OR FEDERAL COURT OF THE UNITED STATES OR OF ANY COUNTRY OR PLACE WHERE THE SUBORDINATED CREDITORS OR THEIR ASSETS MAY BE FOUND.

15.           Miscellaneous.

(a)           No amendment of any provision of this Agreement shall be effective unless it is in writing and signed by the Subordinated Creditors, the Obligor and the Agent, and no waiver of any provision of this Agreement, and no consent to any departure therefrom, shall be effective unless it is in writing and signed by the Agent, and any such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.

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(b)           No failure on the part of the Agent to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any such right preclude any other or further exercise thereof or the exercise of any other right.

(c)           Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction, shall, as to such jurisdiction, be ineffective to the extent of such prohibition or invalidity without invalidating the remaining portions hereof or thereof or affecting the validity or enforceability of such provision in any other jurisdiction.

(d)           This Agreement shall be binding on the Subordinated Creditors and the Obligor, the Other Debtors and their respective successors and assigns including without limitation any holders of the instruments evidencing the Subordinated Obligations.

(e)           This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument.

(f)            This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts to be fully performed within the State of New York.

(g)           Hallmark Cards agrees that it shall take whatever action is necessary to bind each of the Subordinated Creditors to the terms of this Agreement including, but not limited to, obtaining the agreement of such other Subordinated Creditors to the Submission to Jurisdiction provisions contained in Section 15 hereof.  Hallmark Cards, Incorporated agrees to be responsible to the Agent for the performance by the other Subordinated Creditors of their obligations hereunder.

(h)           This Agreement is intended for the sole benefit of the Agent, the Lenders, the Issuing Bank and their respective successors and assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person, any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

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IN WITNESS WHEREOF, the parties hereto have executed this Amended and Restated Subordination and Support Agreement on the date first above written.

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Schedule 1

Currently Outstanding Subordinated Obligations

1.             The Promissory Note, dated as of December 14, 2001, of Crown Media Holdings, Inc. and guaranteed by Crown Media United States, LLC, in the original principal amount of $75 million payable to HC Crown Corp.

2.             The 10.25% Senior Unsecured Discount Note, issue date August 5, 2003, of Crown Media Holdings, Inc., in the initial accreted value of $400 million, payable to HC Crown Corp.

3.             The Promissory Note, dated as of March 21, 2006, of Crown Media Holdings, Inc., in the original principal amount of $70,414,087.87 payable to Hallmark Entertainment Holdings, Inc.

4.             The Promissory Note, dated as of October 1, 2005, of Crown Media United States, LLC, in the original principal amount of $132,785,424, originally payable to Hallmark Entertainment Distribution, LLC (which has been assigned to Hallmark Entertainment Holdings, Inc.).

5.             The Promissory Note, dated as of July 27, of Crown Media Holdings, Inc., in the original principal amount of $33, 082,019.

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