**Exhibit 10.6**

**AMENDMENT 1 TOWAIVER AND STANDBY PURCHASE AGREEMENT**

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, aMissouri 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 UnitedStates, LLC, a Delaware limited liability company, and the subsidiaries ofCrown Holdings listed as Guarantors on the Credit Facility (collectively, the “*Borrowers*”).

WHEREAS, the Borrowers have requested that theHallmark Lenders extend the automatic Waiver Termination Date; and

WHEREAS, the Hallmark Lenders are willing to extendthe automatic Waiver Termination Date on the terms and subject to theconditions set forth in this Amendment 1;

NOW, THEREFORE, inconsideration for the foregoing premises and the mutual covenants andagreements contained herein, and for other good and valuable consideration, thereceipt 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 August 15, 2007, unlessterminated earlier as set forth herein and such date of actual terminationshall be the “*Waiver Termination Date*.”

2.      **Representations and Warranties**.  Each Borrower hereby jointly and severallyrepresents and warrants to each Hallmark Lender that after giving effect tothis Amendment 1 that all the representations and warranties contained in theWaiver Agreement are true and correct as of the date hereof in all materialrespects as if such representations and warranties had been made on and as ofthe date hereof (except to the extent that any such representation or warrantyspecifically 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’semployees, agents, representatives, consultants, attorneys, fiduciaries,servants, officers, directors, partners, predecessors, successors and assigns,subsidiary corporations, parent corporations, and related corporate divisions(all of the foregoing hereinafter called the “*ReleasedParties*”), from any and all actions and causes of action, judgments,executions, suits, debts, claims, demands, liabilities, obligations, damagesand expenses of any and every character, known or unknown, direct and/orindirect, at law or in equity, of whatsoever kind or nature, whether heretoforeor hereafter arising, for or because of any manner or things done, which wereomitted or suffered to be done by any of the Released Parties prior to andincluding the date of execution hereof, and which also in any way directly orindirectly arise out of or were in any way connected to the Released 

----

Parties’ capacity as the beneficiary of an obligation of one or more of theBorrowers under this Agreement, the Subject Obligations and/or any other LoanDocument heretofore executed, including claims relating to ‘lender liability’(all of the foregoing hereinafter called the “*ReleasedMatters*”).  The Borrowersacknowledge that the Hallmark Lenders’ agreement to waive contained in Section2 of the Waiver Agreement, the Hallmark Lenders’ agreement to extend theautomatic Waiver Termination Date pursuant to this Amendment 1, and Hallmark’sagreement to purchase the outstanding Indebtedness and the Bank Lenders’ otherinterests under the Credit Facility contained in Section 3 of the Waiver Agreementare intended to be in full satisfaction of all or any alleged injuries ordamages arising in connection with the Released Matters.  Each Borrower represents and warrants to eachHallmark Lender that it has not purported to transfer, assign or otherwiseconvey any right, title or interest of such Borrower in any Released matter toany other Person and that the foregoing constitutes a full and complete releaseof all Released Matters.

4.      **Full Force and Effect**.  Except to the extent amended herein, the WaiverAgreement shall continue in full force and effect.

5.      **Governing Law**.  This Amendment 1 shall be governed by andconstrued in accordance with the internal substantive laws of the State of NewYork, without regard to the choice of law principles of such State.

6.      **Counterparts; Faxed Signatures**.  This Amendment 1 may be executed in anynumber of counterparts and by different parties to this Agreement on separatecounterparts, each of which, when so executed, shall be deemed an original, butall such counterparts shall constitute one and the same agreement.  Any signature delivered by a party byfacsimile transmission shall be deemed to be an original signature hereto.

IN WITNESS WHEREOF, the partieshereto have executed this Amendment 1 as of the day and year first abovewritten.
|            | **BORROWERS:**             |
|------------|----------------------------|
|       |                       |
| ** ** | CROWN MEDIA HOLDINGS, INC. |
|       |                       |
|       |                       |
| ** ** | By:                        | /s/ Charles Stanford |
| ** ** | ** **                 | Name: Charles Stanford |
| ** ** | ** **                 | Title: EVP, General Counsel |

 

2

----

 
|        | CROWN MEDIA UNITED STATES, LLC   |
|--------|----------------------------------|
|   |                             |
|   |                             |
|   | By:                              | /s/ Charles Stanford |
|   |                             | Name: Charles Stanford |
|   |                             | Title: Vice President |
|   |                             |
|   | **GUARANTORS:**                  |
|   |                             |
|   | CM INTERMEDIARY, LLC             |
|   | CITI TEEVEE, LLC                 |
|   | DOONE CITY PICTURES, LLC         |
|   | WAYZGOOSE CONCERT SERVICES, B.V. |
|   | CROWN MEDIA DISTRIBUTION, LLC    |
|   |                             |
|   |                             |
|   | By:                              | /s/ Charles Stanford |
|   |                             | Name: Charles Stanford |
|   |                             | Title: Vice President |
|   |                             |
|   | **HALLMARK LENDERS:**            |
|   |                             |
|   | HALLMARK CARDS, INCORPORATED     |
|   |                             |
|   |                             |
|   | By:                              | /s/ Brian E. Gardner |
|   |                             | Name: Brian E. Gardner |
|   |                             | Title: Executive Vice President |
|   |                             |
|   | HC CROWN CORP.                   |
|   |                             |
|   |                             |
|   | By:                              | /s/ Brian E. Gardner |
|   |                             | Name: Brian E. Gardner |
|   |                             | Title: Vice President |

 

3

----

 
|        | HALLMARK ENTERTAINMENT HOLDINGS,  INC. |
|--------|----------------------------------------|
|   |                                   |
|   |                                   |
|   | By:                                    | /s/ Brian E. Gardner |
|   |                                   | Name: Brian E. Gardner |
|   |                                   | Title: Vice President |

 

4

----