UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

RULE 13d-2(a)

Under the Securities Exchange Act of 1934

(Amendment No. 15)

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of ss.ss.240.13d-l(e), 240.13d-l(f) or 240.13d-1(g), check the following box.  ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See ss.240.13d-7 for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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This Schedule 13D/A Amendment No. 15 (this “Amendment”) amends and supplements the Schedule 13D filed previously by Hallmark Cards, Incorporated, H.A., LLC (formerly H.A., Inc.), H C Crown, LLC (formerly H C Crown Corp.), Hallmark Entertainment Holdings, Inc. and Hallmark Entertainment Investments Co., jointly with respect to the securities of the Issuer (the “Schedule 13D”). Capitalized terms used but not otherwise defined herein have the meanings set forth in the Schedule 13D.

ITEM 2. IDENTITY AND BACKGROUND.

Item 2 of the Schedule 13D is hereby amended and restated by deleting the entirety of the text therof and replacing it with the following:

(a) - (c) and (f): This Schedule 13D/A is being filed by Hallmark Cards, Incorporated (“Hallmark Cards”), a Missouri corporation, H.A., LLC, a Delaware limited liability company and a wholly-owned subsidiary of Hallmark Cards (formerly H.A., Inc., a Delaware corporation), HMK Holdings, Inc., a Delaware corporation and wholly-owned subsidiary of H.A., LLC, H C Crown, LLC (“HCC”), a Delaware limited liability company and a wholly-owned subsidiary of HMK Holdings, Inc. (formerly H C Crown Corp., a Delaware corporation), Blue Holding Company (“Blue”), a Missouri corporation and wholly-owned subsidiary of Hallmark Cards, and Hallmark Cards GmbH (“HC Germany”), a German company and wholly-owned subsidiary of Blue (Hallmark Cards, H.A., LLC, HMK Holdings, Inc., HCC, Blue and HC Germany, together, the “Reporting Persons”). Hallmark Cards, Blue and HMK Holdings, Inc. each has its principal executive office at 2501 McGee, Kansas City, Missouri 64108. H.A., LLC and HCC each has its principal executive office at 103 Foulk Road, Suite 214, Wilmington, Delaware 19803. HC Germany has its principal executive office at Am Borsigturm 33, D-13507, Berlin, Germany. Hallmark Cards’ principal business is the manufacture and distribution of personal expression products. H.A., LLC’s principal business is holding shares of HMK Holdings, Inc. and debt securities and other investments in other entities. HMK Holdings, Inc.’s principal business is holding shares of HCC and debt securities and other investments in other entities. HCC’s principal business is holding debt obligations and shares of the Issuer and debt securities and other investments in other entities. HC Germany’s principal business is the distribution of social expression products within Germany. Blue’s principal business is holding shares of HC Germany and debt securities and other investments in other entities. The name, business address, present principal occupation or employment and citizenship of each director and executive officer of the Reporting Persons is set forth in Schedule I hereto and is incorporated herein by reference.

Hallmark Entertainment Holdings, Inc., a Delaware corporation (“HEH”), and Hallmark Entertainment Investments Co., a Delaware corporation (“HEIC”) previously filed as members of a group with the Reporting Persons. On June 29, 2010, HEIC merged with and into the Issuer (the “HEIC Merger”) and HEH subsequently merged with and into the Issuer (the “HEH Merger”).

H.A., LLC and HCC previously filed as H.A., Inc. and H C Crown Corp. On December 31, 2010, H.A., Inc., a Delaware corporation, was converted into H.A., LLC, a Delaware limited liability company, and H C Crown Corp., a Delaware corporation, was converted into H C Crown, LLC, a Delaware limited liability company.

(d) and (e): During the last five years, none of the Reporting Persons, nor, to the knowledge of the Reporting Persons, any of the persons listed on Schedule I hereto, (1) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (2) has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

On October 31, 2012, pursuant to a Purchase Agreement (the “Purchase Agreement”) dated as of October 31, 2012 by and between HCC and Hallmark Cards, HCC sold 40,000,000 shares (the “Transferred Shares”) of the Issuer’s Class A Common Stock (the “Common Stock”) to Hallmark Cards in exchange for a promissory note issued by Hallmark Cards to HCC. Immediately thereafter, Hallmark Cards contributed the Transferred Shares to Blue as a contribution to capital pursuant to a Contribution Agreement (the “Hallmark Cards-Blue Contribution Agreement”) dated as of October 31, 2012 by and between Hallmark Cards and Blue. Immediately thereafter, Blue contributed the Transferred Shares to HC Germany as a contribution to capital pursuant to a Contribution Agreement (the “Blue-HC Germany Contribution Agreement”; together with the Purchase Agreement and the Hallmark Cards-Blue Contribution Agreement, the “Transfer Documents”) dated as of October 31, 2012 by and between Blue and HC Germany.

As a result of the transactions contemplated by the Transfer Documents (the “Share Contribution”), HC Germany is the direct owner of the Transferred Shares.

ITEM 4. PURPOSE OF TRANSACTION.

Item 4 of the Schedule 13D, as it has been amended from time to time, is hereby further amended and supplemented as follows:

Tax Deconsolidation

As a result of the Share Contribution, members of Hallmark Cards’ consolidated tax group will own less than 80% of the Issuer’s outstanding shares of Common Stock, and therefore the Issuer will no longer be eligible to join in Hallmark Cards’ consolidated tax group for federal income tax purposes (the “Deconsolidation”). Because the Issuer expects to file separate federal income tax returns that are not consolidated with the federal income tax returns of Hallmark Cards, it is expected that the Issuer may be able to apply certain net operating losses that it had accumulated while it was not a member of the Hallmark Cards consolidated tax group to future federal taxable income of the Issuer (if any).

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On October 12, 2012, the Issuer’s Board of Directors empowered a special committee of its Board of Directors, consisting of William Cella, Glenn Curtis, Herbert Granath, A. Drue Jennings and Peter Lund (all of whom are independent of Hallmark Cards) (the “Special Committee”) to, among other things, (i) review and evaluate the terms and conditions, and determine the advisability, of entering into certain agreements and acknowledgments with Hallmark Cards (the “Potential Transaction”) and any alternatives thereto as the Special Committee deems appropriate, (ii) establish, approve, modify, monitor and direct the process and procedures related to the review and evaluation of the Potential Transaction and any alternatives thereto, (iii) negotiate with Hallmark Cards with respect to the terms and conditions of the Potential Transaction or any alternative thereto and, if the Special Committee deems appropriate, but subject to the limitations of applicable law, approve the execution and delivery of any agreements, documents, certificates or other instruments in connection with the Potential Transaction, or any alternative transaction that Hallmark Cards is a party to on behalf of the Issuer, (iv) determine whether the Potential Transaction or any alternative thereto negotiated by the Special Committee is in the best interests of the Issuer and its stockholders other than Hallmark Cards and HCC, (v) recommend to the full Board of Directors what action, if any, should be taken with respect to the Potential Transaction or any alternative thereto, and (vi) take any other action which the Special Committee determines in its sole discretion to be advisable in connection with the foregoing. In addition, the Board of Directors resolved that the Issuer would not authorize the Potential Transaction without a prior favorable recommendation by the Special Committee.

On October 26, 2012, the Special Committee determined that it is advisable and in the best interests of the Issuer and its stockholders (other than Hallmark) to pursue the Deconsolidation and, as an inducement to Hallmark Cards to facilitate the Deconsolidation, to cause the Issuer to enter into the Acknowledgement and Agreement with Hallmark Cards, dated as of October 29, 2012. A copy of the Acknowledgement and Agreement has been filed as an exhibit to this Amendment. The Acknowledgement and Agreement provides, among other things, the Issuer will not, and it will cause its controlled affiliates not to, directly or indirectly, take any action (including asserting legal, equitable or contractual rights) that (a) would prevent, impede, hinder or delay Hallmark Cards or any of its affiliates from transferring ownership (including record ownership) of all of the shares of Common Stock of the Issuer owned by HCC prior to the Share Contribution (such shares of Common Stock owned by HCC immediately to the Share Contribution, the “Hallmark Owned Shares”) to a single Affiliate of Hallmark Cards in accordance with Section 3 of the Stockholders Agreement (such Transfer, a “Reaggregation Transfer”) or (b) would cause Hallmark Cards or any of its affiliates to suffer any adverse consequences arising out of a Reaggregation Transfer. Subject to applicable law and the restrictions in the Stockholders Agreement, a Reaggregation Transfer would permit the affiliate of Hallmark Cards holding all of the Hallmark Owned Shares to effect a short form merger under the Delaware General Corporation Law (as HCC could have done prior to the Share Contribution). The Reporting Persons may engage in a Reaggregation Transfer at any point in time in light of the factors described elsewhere in this Item 4.

In addition, the Acknowledgement and Agreement provides that in the event that the Internal Revenue Service or other governmental agency asserts that the Share Contribution did not result in the termination of the Issuer’s eligibility to join in the filing of a consolidated federal income tax return with Hallmark Cards, then Hallmark Cards will, with the cooperation of the Issuer, control the response to, and defense of, such assertion, and will have the right to control the settlement of such matter. If it is ultimately determined (whether by judgment, by settlement or otherwise), that the Share Contribution did not result in the termination of the Issuer’s eligibility to join in the filing of a consolidated federal income tax return with Hallmark Cards, then (i) Section 1 of the tax sharing agreement between Hallmark Cards and the Issuer will automatically and without any further action on the part of any party, be deemed to be continuously in full force from the date of the Acknowledgement and Agreement, and (ii) Hallmark Cards and the Issuer will cooperate in good faith to give effect to the terms and provisions of the tax sharing agreement as if the Share Contribution, the Deconsolidation and any purported expiration of the tax sharing agreement resulting therefrom had not occurred.

ITEM 5. INTERESTS IN SECURITIES OF THE ISSUER.

(a)-(b): Immediately following the Share Contribution, (i) HCC directly owns 284,885,516 shares of Class A Common Stock, which comprises 79.2% of the outstanding shares of Class A Common Stock of the Issuer and (ii) HC Germany directly owns 40,000,000 shares of Class A Common Stock, which comprises 11.1% of the outstanding shares of Class A Common Stock of the Issuer. Hallmark Cards directly owns no shares of Common Stock, but shares dispositive and voting power over the shares of Common Stock owned by HCC and HC Germany, which constitutes 324,885,516 shares of Class A Common Stock and 90.3% of the outstanding shares of Class A Common Stock of the Issuer. These percentages are based on 359,675,936 shares of Class A Common Stock outstanding as of July 23, 2012 as reported in the Issuer’s Form 10-Q filed on July 27, 2012 for the quarter ended June 30, 2012.

Blue directly owns no shares of Common Stock but shares dispositive and voting power over shares of Common Stock owned by HC Germany, as described above.

HMK Holdings, Inc. and H.A., LLC each owns no shares of Common Stock but shares dispositive and voting power over shares of Common Stock owned by HCC, as described above

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The information requested by (a)-(b) of this Item 5 for each director and executive officer of Hallmark Cards, HMK Holdings, Inc., Blue and HC Germany and each executive officer of H.A., LLC and HCC is set forth in Schedule II hereto and is incorporated herein by reference.

(c): See Items 3 and 4 above.

Except as described in this Item 5(c), neither of the Reporting Persons, nor, to the best knowledge of the Reporting Persons, any of their directors or executive officers, has effected any transactions in shares of Common Stock during the past 60 days.

(d): None

(e): Not applicable.

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.

Item 6 of the Schedule 13D, as it has been amended from time to time, is hereby further amended and supplemented as follows:

Purchase Agreement, dated as of October 31, 2012, by and among HCC and Hallmark Cards. See Items 3 and 4 above.

Contribution Agreement, dated as of October 31, 2012, by and among Hallmark Cards and Blue. See Items 3 and 4 above.

Contribution Agreement, dated as of October 31, 2012, by and among Blue and HC Germany. See Items 3 and 4 above.

Acknowledgement and Agreement, dated October 29, 2012, by and among Hallmark Cards and the Issuer. See Items 3 and 4 above.

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.

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SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.

SCHEDULE I

The name and present principal occupation of each of the directors and executive officers of Hallmark Cards, Incorporated; H.A., LLC; HMK Holdings, Inc.; and H C Crown, LLC are set forth below. The business address for each of the directors and executive officers of Hallmark Cards, Incorporated is c/o Hallmark Cards, Incorporated, 2501 McGee, Kansas City, Missouri 64108. The business address for each of the executive officers of H.A., LLC is c/o H.A., LLC, 103 Foulk Road, Suite 214, Wilmington, Delaware 19803. The business address for each of the directors and executive officers of HMK Holdings, Inc. is c/o HMK Holdings, Inc., 2501 McGee, Kansas City, Missouri 64108. The business address for each of the executive officers of H C Crown, LLC is c/o H C Crown, LLC, 103 Foulk Road, Suite 214, Wilmington, Delaware 19803. The business address for each of the directors and executive officers of Blue Holding Company is 2501 McGee, Kansas City, Missouri 64108. The business address for the managing director of Hallmark Cards GmbH is Am Borsigturm 33, D-13507, Berlin, Germany. All the directors and executive officers listed on this Schedule I are United States citizens except for the managing director of Hallmark Cards GmbH who is a Dutch citizen.

HALLMARK CARDS, INCORPORATED

H.A., LLC

HMK HOLDINGS, INC.

H C CROWN, LLC

BLUE HOLDING COMPANY

HALLMARK CARDS GmbH

SCHEDULE II

To the knowledge of the Reporting Persons, listed below are the names of the executive officers and directors who beneficially own Common Stock, along with the number of shares each such person beneficially owns. To the knowledge of the Reporting Persons, the persons listed below are the only persons on Schedule I who beneficially own Common Stock. To the knowledge of the Reporting Persons except as noted below, (a) each person listed below has the sole power to vote or direct to vote and dispose or direct to dispose those shares of Common Stock beneficially owned by such person and (b) each person beneficially owns shares of Common Stock representing less than 1% of the Class A Common Stock outstanding.

Exhibit 1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing of a Statement on Schedule 13D (including any and all amendments thereto) with respect to the shares of Class A Common Stock, par value $0.01 per share, of Crown Media Holdings, Inc., and further agree that this Joint Filing Agreement (this “Agreement”) be included as an Exhibit thereto. In addition, each party to this Agreement expressly authorizes each other party to this Agreement to file on its behalf any and all amendments to such Statement.

Exhibit 2

PURCHASE AGREEMENT

This Purchase Agreement dated as of October 31, 2012 is by and between Hallmark Cards, Incorporated (“Hallmark”) and HC Crown, LLC (“HCC”).

WHEREAS, Hallmark desires to purchase and HCC desires to sell 40 million shares of Class A Common Stock of Crown Media Holdings, Inc. (the “Stock”); and

WHEREAS, Hallmark acknowledges that the Stock is subject to the terms and conditions of that certain Stockholders Agreement dated as of June 29, 2010, by and among HCC, Hallmark and Crown Media Holdings, Inc.; and

WHEREAS, the parties acknowledge that Hallmark intends to contribute the Stock to its subsidiary Blue Holding Company (“BHC”) which will ultimately contribute it to its subsidiary, Hallmark Cards GmbH (“Hallmark Germany”).

NOW THEREFORE, the parties hereto mutually agree as follows:

1. Purchase. On the Closing Date and upon receipt of the Purchase Price and subject to the terms and conditions set forth herein, HCC will hereby sell, assign, grant, and convey and Hallmark will hereby acquire good and marketable title to the Stock, free and clear of all encumbrances and liens, except as set forth herein. The Closing Date shall be October 31, 2012.

2. Purchase Price. The Purchase Price shall be a Promissory Note in an amount equal to the average of the trading price on NASDAQ for the four business days prior to the Closing Date, payable by Hallmark to HCC, which Promissory Note shall be substantially in the form attached hereto as Exhibit A.

3. Restrictions on Stock. Hallmark hereby acknowledges that the Stock will continue to be subject to the Stockholders Agreement and Hallmark agrees that it will cause its subsidiaries, BHC and Hallmark Germany to each sign a Joinder Agreement to the Stockholders Agreement with respect to each party’s ownership of such Stock, substantially in the form attached hereto as Exhibit B.

4. Stock Power. Upon closing of the transaction, HCC agrees to execute a Stock Power assigning the Stock to Hallmark or its designee, substantially in the form attached hereto as Exhibit C.

[Signature Pages Follow]

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.

Exhibit 3

CONTRIBUTION AGREEMENT

This Contribution Agreement dated as of October 31, 2012, is by and between Hallmark Cards, Incorporation (“Hallmark”) and Blue Holding Company (“BHC”).

WHEREAS, the Board of Directors of each party has authorized this transaction;

NOW, THEREFORE, the parties agree as follows:

1. Contribution. Hallmark hereby makes a capital contribution to BHC consisting of 40 million shares of Class A Common Stock of Crown Media Holdings, Inc. (the “Shares”).

2. Restrictions on Shares. BHC hereby accepts the Shares and acknowledges that the Shares will continue to be subject to that certain Stockholders Agreement dated as of June 29, 2010, by and among Hallmark, Crown Media Holdings, Inc., and other parties (the “Stockholders Agreement”), and BHC agrees to sign a Joinder Agreement with respect thereto.

3. Stock Power. Hallmark agrees to provide a Stock Power assigning the Stock to BHC or its designee.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

Exhibit 4

CONTRIBUTION AGREEMENT

between

Blue Holding Company,

whose principal place of business is situated at 2501 McGee Trafficway, Kansas City, MO 64108, USA

(hereinafter referred to as “BHC”)

and

Hallmark Cards GmbH,

whose registered office is situated at Wespienstraße 8-10, 52062 Aachen, Germany

(hereinafter referred to as “HC Germany”)

(hereinafter also referred to BHC and HC Germany collectively as the “Parties” and individually the “Party”)

Introduction

This being premised, the Parties agree as follows:

Article 1

Capital contribution

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The book value of the BHC’s participation in HC Germany will increase by the amount of the capital contribution in terms of Article 1 (1).

Article 2

Transfer of the Crown Media Shares

Article 3

Pre-emption right

To the extent admissible under the articles of association of Crown Media Holdings, Inc., HC Germany hereby grants a pre-emption right in terms of Section 463 et seq. of the German Civil Code (Bürgerliches Gesetzbuch) (Vorkaufsrecht) to BHC with respect to the Crown Media Shares transferred to HC Germany.

Article 4

Representations and warranties

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Article 5

Miscellaneous

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Exhibit 5

ACKNOWLEDGEMENT AND AGREEMENT

This Acknowledgement and Agreement (this “Agreement”) dated as of October 29, 2012, is by and among H C Crown, LLC, a Delaware limited liability company (formerly known and organized as H C Crown Corp., a Delaware corporation) (“HCC”); Hallmark Cards, Incorporated, a Missouri corporation (“Hallmark Cards” and, together with HCC, “Hallmark”); and Crown Media Holdings, Inc., a Delaware corporation (the “Company”).

RECITALS

WHEREAS, Hallmark and the Company are parties to that certain Stockholders Agreement dated as of June 29, 2010 (the “Stockholders Agreement”) and Hallmark Cards and the Company are parties to that certain Federal Income Tax Sharing Agreement, effective as of March 11, 2003, as amended by Amendment No.1 thereto, dated August 5, 2003, and Amendment No. 2 thereto dated as of June 29, 2010 (as amended, the “Tax Sharing Agreement”).

WHEREAS, pursuant to a Master Recapitalization Agreement, dated February 26, 2010, Hallmark converted certain outstanding indebtedness due from the Company into preferred stock and common stock of the Company, resulting in an increase in Hallmark’s equity ownership to 90.3% of the common stock of the Company (the “Common Stock”).

WHEREAS, but for any limitations provided for in the Stockholders Agreement, HCC, as the record owner of over 90% of the Common Stock, may effect a “short form” merger under Section 267 of the General Corporation Law of the State of Delaware (the “DGCL”) pursuant to which, absent fraud or illegality, appraisal rights under Section 262 of the DGCL would be the only remedy of any minority stockholder of the Company.

WHEREAS, the Stockholders Agreement imposes certain restrictions on Hallmark’s ability to acquire or transfer shares of Common Stock, but Section 3 of the Stockholders Agreement provides that HCC may transfer its shares of Common Stock (such shares, so long as they are owned by an Affiliate of Hallmark Cards, the “Shares”) to an Affiliate of Hallmark Cards that agrees to be bound by the terms and conditions of the Stockholders Agreement.

WHEREAS, the Company and Hallmark have considered ways for the Company to utilize the net operating losses (the “NOLs”) that it had accumulated while not a member of the Hallmark consolidated tax group.

WHEREAS, it is proposed that, pursuant to Section 3(a) of the Stockholders Agreement, HCC would transfer a portion of the Shares to a non-U.S. Affiliate of Hallmark Cards through one or more “Permitted Transfers” (as such term is defined in the Stockholders Agreement) such that after such Permitted Transfers, HCC and its U.S. Affiliates will own less than 80% by vote or value of the Common Stock (the “Foreign Transfers”).

WHEREAS, following the Foreign Transfers and subject to applicable tax law, the Company will no longer be eligible to be part of Hallmark’s consolidated tax group for U.S. Federal income tax purposes and intends to file separate federal income tax returns that are not consolidated with the federal income tax returns of Hallmark (the “Deconsolidation”) permitting the Company to utilize its NOLs that cannot be currently accessed, thereby realizing significant tax savings through the application of the NOLs to the future federal taxable income of the Company (the “Company Benefits”).

WHEREAS, the Company’s NOLs will begin to expire in 2019 and the Company’s current income projections (without giving effect to the Deconsolidation) indicate that some or all of the NOLs could expire before the Company could access them if the Company remains a member of Hallmark Card’s consolidated tax group and the Company does not have any other means to access the NOLs in a timely manner or to otherwise achieve the Company Benefits.

WHEREAS, on March 28, 2012, Hallmark Cards submitted a Private Letter Ruling Request to the Internal Revenue Service (the “IRS”) in connection with the Foreign Transfers seeking favorable rulings that (i) as a result of the Foreign Transfers, the Company will cease to be a member of Hallmark Card’s consolidated group for federal income tax purposes and (ii) after the Company ceases to be a member of the consolidated group, the Company will be entitled to utilize its existing separate Company NOLs.

WHEREAS, on September 25, 2012, in a Private Letter Ruling, Hallmark Cards received such favorable rulings from the IRS.

WHEREAS, as a result of such Foreign Transfers, however, HCC would no longer be able to effect a “short form” merger under Section 267 of the DGCL, unless and until a sufficient number of Shares are transferred to HCC, which transfer is permitted under the Stockholders Agreement.

WHEREAS, Hallmark is willing to engage in the Foreign Transfers to facilitate the Deconsolidation to enable the Company to seek the Company Benefits, on the conditions that: (1) the Company agrees not to hinder, impede or delay the reaggregation of ownership by Hallmark of all of the Shares into a single Affiliate through one or more Permitted Transfers and agrees to take all actions necessary to permit Hallmark to return to the same position which it enjoyed prior to the Foreign Transfers, of holding record ownership of all of the Shares through a single Affiliate and (2) if a taxing authority asserts that the Foreign Transfers did not result in the termination of the eligibility of the Company to file consolidated federal income tax returns with Hallmark, then Section 1 of the Tax Sharing Agreement shall be fully reinstated.

WHEREAS, Board of Directors of the Company (the “Board”) has formed a committee comprised of directors who are independent of Hallmark (the “Special Committee”) for the purpose of reviewing the proposed Deconsolidation and alternatives thereto and negotiating the terms of the Deconsolidation with Hallmark, and the Board has resolved that the Company shall not proceed with the Deconsolidation without the prior recommendation and approval of the Special Committee.

WHEREAS, the Special Committee has determined that it is advisable and in the best interests of the Company and its stockholders other than Hallmark to pursue the Deconsolidation and to cause the Company to enter into this Agreement.

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NOW, THEREFORE, in consideration of the premises, 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. Defined Terms. Each capitalized term that is not otherwise defined in this Agreement shall have the meaning ascribed to it in the Stockholders Agreement.

2. Reaggregation Transfer. The Company hereby acknowledges and agrees that it shall not, and it shall cause its controlled Affiliates not to, directly or indirectly, take any action (including asserting legal, equitable or contractual rights) that (a) would prevent, impede, hinder or delay Hallmark Cards or any of its Affiliates from Transferring ownership (including record ownership) of all of the Shares to Hallmark Cards or to a single Affiliate of Hallmark Cards in accordance with Section 3 of the Stockholders Agreement (such Transfer, a “Reaggregation Transfer”) or (b) would cause Hallmark Cards or any of its Affiliates to suffer any adverse consequences arising out of a Reaggregation Transfer. The Company further agrees to take any action necessary or otherwise reasonably requested by Hallmark to permit a Reaggregation Transfer.

3. Joinder. Hallmark Cards agrees, in accordance with the terms of the Stockholders Agreement, to cause any Affiliate that receives Shares pursuant to a Foreign Transfer or a Reaggregation Transfer to execute the form of Joinder to Stockholders Agreement attached hereto as Exhibit A, unless such Affiliate is already a party to the Stockholders Agreement. The Company acknowledges and agrees that if an Affiliate of Hallmark enters into a form of Joinder in substantially the form of Exhibit A, such Affiliate shall have satisfied in all respects the provisions of Section 3 of the Stockholders Agreement that require an Affiliate of Hallmark Cards to agree to be bound by the terms and conditions of the Stockholders Agreement.

4. Opinion of Counsel. Prior to the Foreign Transfers or any Reaggregation Transfer, Hallmark shall deliver to the Company an opinion of counsel, in substantially the form attached hereto as Exhibit B, unless such requirement is waived by a majority of the Company’s board of directors not affiliated with Hallmark. The Company hereby acknowledges and agrees that an opinion of counsel delivered in substantially the form of Exhibit B shall be deemed to satisfy the restriction on Transfer contemplated by the legend required by Section 1(b) of the Stockholders Agreement. The Company shall reimburse Hallmark for its out-of-pocket costs and expenses incurred in connection with obtaining and delivering any such opinion.

5. Stockholders Agreement. Nothing in this Agreement shall be deemed to restrict any Transfer or acquisition of Common Stock by Hallmark or its Affiliates if such Transfer or acquisition is otherwise permitted by the Stockholders Agreement.

6. Tax Sharing Agreement. In the event that the Foreign Transfers are consummated and the Internal Revenue Service or other governmental agency asserts that such Foreign Transfers did not result in the termination of the Company’s eligibility to join in the filing of a consolidated federal income tax return with Hallmark, then Hallmark shall, with the cooperation of the Company, control the response to, and defense of, such assertion, and shall have the right to control the settlement of such matter. If it is ultimately determined (whether by judgment, by settlement or otherwise), that the Foreign Transfers did not result in the termination of the

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Company’s eligibility to join in the filing of a consolidated federal income tax return with Hallmark Cards, then notwithstanding anything to the contrary contained in the Tax Sharing Agreement, including Section 12 thereof: (i) Section 1 of the Tax Sharing Agreement shall automatically and without any further action on the part of any party, be deemed to be continuously in full force from the date hereof, and (ii) Hallmark Cards and the Company shall cooperate in good faith to give effect to the terms and provisions of the Tax Sharing Agreement as if the Foreign Transfers, the Deconsolidation and any purported expiration of the Tax Sharing Agreement resulting therefrom had not occurred.

7. Mutual Representations and Warranties. Each of the parties hereto represents to the other parties hereto, that this Agreement has been duly authorized, validly executed and delivered on behalf of such party, and constitutes the legal, valid and binding obligation of such party enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, creditors’ rights or similar laws and by general principles of equity, regardless of whether enforcement is sought in law or in equity.

8. No Representation Regarding Results of Foreign Transfers or Deconsolidation. None of the parties hereto makes any representation or warranty as to whether the Foreign Transfers will result in the Deconsolidation or whether, when and in what amounts the Company Benefits will be realized.

9. Miscellaneous.

(a) Governing Law. This Agreement and the legal relations between the parties hereto shall be governed by and construed in accordance with the laws of the State of Delaware, applicable to contracts made and performed therein.

(b) Entire Agreement. This Agreement, the Stockholders Agreement and the Tax Sharing Agreement constitute the entire agreement among the parties hereto with respect to the subject matter hereof, supersedes and is in full substitution for any and all prior agreements and understandings among them relating to such subject matter, and no party shall be liable or bound to the other party hereto in any manner with respect to such subject matter by any warranties, representations, indemnities, covenants, or agreements except as specifically set forth herein.

(c) Specific Performance. Without limiting or waiving in any respect any rights or remedies of Hallmark under this Agreement now or hereinafter existing at law or in equity or by statute, each of the parties hereto shall be entitled to seek specific performance of the obligations to be performed by the other in accordance with the provisions of this Agreement.

(d) Sections 8(c) and 9 of Stockholders Agreement. This Agreement shall be governed by and subject to Section 8(c) and Section 9 of the Stockholders Agreement as in effect on the date hereof (other than subparagraphs (f)(i), (i)(i), and (k) of Section 9), as if such Section 8(c) and Section 9 (other than the provisions excluded under the preceding parenthetical) were set forth herein in full (with the references to the Stockholders Agreement therein deemed to refer to this Agreement for purposes of this

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Agreement). For the avoidance of doubt, the provisions of Section 8(c) and Section 9 of the Stockholders Agreement incorporated into this Agreement as a result of the preceding sentence shall not, for purposes of this Agreement, terminate when the Stockholders Agreement terminates.

[Signature Pages Follow]

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IN WITNESS WHEREOF, the parties hereto have caused this Acknowledgement and Agreement to be executed by their respective authorized persons as of the day and year first above written.