**Exhibit10.6**

**AMENDMENT 2 TOWAIVER AND STANDBY PURCHASEAGREEMENT**

ThisAMENDMENT 2, dated as of November 6, 2006, amends that certain Waiver andStandby Purchase Agreement (the *“WaiverAgreement”)*dated asof March 21, 2006 and subsequently amended as of August 8, 2006, by and amongHallmark Cards, Incorporated, a Missouri corporation *(“Hallmark”),*HC Crown Corp., a Delaware corporation, Hallmark EntertainmentHoldings, Inc., a Delaware corporation (“collectively, together with Hallmarkthe *“Hallmark Lenders”)*and Crown Media Holdings, Inc., a Delawarecorporation, Crown Media United States, LLC, a Delaware limited liabilitycompany, and the subsidiaries of Crown Holdings listed as Guarantors on theCredit Facility (collectively, the *“Borrowers”).*

WHEREAS,the Borrowers have requested that the Hallmark Lenders extend the automaticWaiver Termination Date; and 

WHEREAS,the Hallmark Lenders are willing to extend the automatic Waiver TerminationDate on the terms and subject to the conditions set forth in this Amendment 2; 

NOW,THEREFORE, in consideration for the foregoing premises and the mutual covenantsand 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.             **Section2(c). Section 2(c)****—****WaiverTermination Date** shall beamended by replacing the first sentence with the following: 

This Waiver shall terminateautomatically on November 15, 2007, unless terminated earlier as set forthherein and such date of actual termination shall be the *“Waiver Termination Date.”*

2.             **Representationsand Warranties.**Each Borrower hereby jointly andseverally represents and warrants to each Hallmark Lender that after givingeffect to this Amendment 2 that all the representations and warrantiescontained in the Waiver Agreement are true and correct as of the date hereof inall material respects as if such representations and warranties had been madeon and as of the date hereof (except to the extent that any such representationor warranty specifically relates to an earlier date.) 

3.             **Releaseof Claims and Waiver**. Each Borrower hereby releases,remits, acquits and forever discharges each Hallmark Lender and each HallmarkLender’s employees, agents, representatives, consultants, attorneys,fiduciaries, servants, officers, directors, partners, predecessors, successorsand assigns, subsidiary corporations, parent corporations, and relatedcorporate divisions (all of the foregoing hereinafter called the *“Released Parties”),*from any and all actions and causes ofaction, judgments, executions, suits, debts, claims, demands, liabilities,obligations, damages and expenses of any and every character, known or unknown,direct and/or indirect, at law or in equity, of whatsoever kind or nature,whether heretofore or hereafter arising, for or because of any manner or thingsdone, which were omitted or suffered to be done by any of the Released Partiesprior to and including the date of execution hereof, and which also 

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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 the Borrowersunder this Agreement, the Subject Obligations and/or any other Loan Documentheretofore executed, including claims relating to ‘lender liability’ (all ofthe foregoing hereinafter called the *“ReleasedMatters”).*TheBorrowers acknowledge that the Hallmark Lenders’ agreement to waive containedin Section 2 of the Waiver Agreement, the Hallmark Lenders’ agreement to extendthe automatic Waiver Termination Date pursuant to Amendment 1 and thisAmendment 2, and Hallmark’s agreement to purchase the outstanding Indebtednessand the Bank Lenders’ other interests under the Credit Facility contained inSection 3 of the Waiver Agreement are intended to be in full satisfaction ofall or any alleged injuries or damages arising in connection with the ReleasedMatters. Each Borrower represents and warrants to each Hallmark Lender that ithas not purported to transfer, assign or otherwise convey any right, title orinterest of such Borrower in any Released Matter to any other Person and thatthe foregoing constitutes a full and complete release of all Released Matters. 

4.             **Full Force and Effect.** Except to the extent amended herein, the Waiver Agreement shallcontinue in full force and effect. 

5.             **Governing Law.** ThisAmendment 2 shall be governed by and construed in accordance with the internalsubstantive laws of the State of New York, without regard to the choice of lawprinciples of such State. 

6.             **Counterparts:Faxed Signatures.** This Amendment 2 may be executed in any numberof 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. Anysignature delivered by a party by facsimile transmission shall be deemed to bean original signature hereto. 

INWITNESS WHEREOF, the parties hereto have executed this Amendment 2 as of theday and year first above written. 
|        | **BORROWERS:**              |
|--------|-----------------------------|
|   |                        |
|   | CROWN MEDIA  HOLDiNGS, INC. |
|   |                        |
|   | By:                         | /s/ Charles  Stanford |
|   |                        | Name: | Charles Stanford |
|   |                        | Title: | Exec. Vice  President |

 

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|        | 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 |
|        |                                   |  |  |

 

 

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

 

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