Exhibit
10.6


COPYRIGHT
SECURITY AGREEMENT


This Copyright
Security Agreement (this “Copyright Security Agreement”) is entered into as of
July 27, 2007.


WHEREAS, Crown
Media Holdings, Inc. (the “Borrower”), and the Guarantors signatory hereto)
(the Borrower and the Guarantors being collectively referred to herein as the “Grantors,”
and individually as a “Grantor”) now own or hold and/or may hereafter acquire
or hold certain copyrights and rights under copyright with respect to certain
motion pictures, films or video tapes or any episodes thereof produced for
theatrical, non-theatrical or television release or for release in any other
medium, in each case whether recorded on film, videotape, cassette, cartridge,
disc or other optical or electronic media or on or by any other means, method,
process or device whether now known or hereafter developed, including, without
limitation, those listed on Schedule 1 hereto (all of the foregoing items being
collectively called the “items of Product” and each item individually an “item
of Product”) as such Schedule 1 may be amended from time to time by the
addition of copyrights subsequently arising or acquired;


WHEREAS, pursuant
to that certain Waiver and Standstill Agreement dated as of March 21, 2006 (as
the same has been and may be amended, supplemented or otherwise modified,
renewed or replaced from time to time, the “Waiver Agreement”), among the
Grantors, Hallmark Cards, Incorporated (“Hallmark”) and various of its
subsidiaries (collectively the “Hallmark Lenders”), Hallmark has agreed to
defer certain payments and to modify certain terms of the Subject Obligations
(as defined in the Waiver Agreement);


WHEREAS, pursuant
to the terms of a Security and Pledge Agreement dated as of the date hereof (the
“Security and Pledge Agreement”), each of the Grantors has granted to Hallmark
(for the benefit of Hallmark and the Hallmark Lenders) a security interest in
all personal property of the Grantors whether now owned, presently existing or
hereafter acquired or created, including, without limitation, all right, title
and interest of the Grantors in, to and under any copyright or copyright
license, whether now existing or hereafter arising, acquired or created, and
all proceeds thereof or income therefrom, to secure, in the case of the
Borrower, the payment and performance of the Subject Obligations (as defined in
the Waiver Agreement) and in connection with the guaranty of the Subject
Obligations pursuant to the Security and Pledge Agreement;


NOW, THEREFORE,
for good and valuable consideration the receipt and sufficiency of which is
hereby acknowledged, each of the Grantors does hereby grant to Hallmark (for
the benefit of Hallmark and the Hallmark Lenders), as security and for the
guaranty thereof pursuant to the Security and Pledge Agreement, a continuing
security interest in all of such Grantor’s right, title and interest in and to
all personal property, tangible and intangible, wherever located or situated
and whether now owned, presently existing or hereafter acquired or created,
including, but not limited to, all goods, accounts, instruments, intercompany
obligations, contract rights, partnership and joint venture interests,
documents, chattel paper, general intangibles, 













goodwill, equipment,
machinery, inventory, investment property, copyrights, trademarks, trade names,
insurance proceeds, cash, deposit accounts and the securities pledged to
Hallmark (on behalf of Hallmark and the Hallmark Lenders), pursuant to the
Security and Pledge Agreement and any proceeds thereof, products thereof or
income therefrom, further including, but not limited to, all of such Grantor’s
right, title and interest in and to each and every item and type of Product,
the scenario, screenplay or script upon which an item of Product is based, all
of the properties thereof, tangible and intangible, and all domestic and
foreign copyrights and all other rights therein and thereto, of every kind and
character, whether now in existence or hereafter to be made or produced, and
whether or not in possession of such Grantor, including with respect to each
and every item of Product and without limiting the foregoing language, each and
all of the following particular rights and properties (to the extent they are
now owned or hereafter owned by such Grantor):


(i)            all
scenarios, screenplays and/or scripts at every stage thereof;


(ii)           all common law and/or statutory
copyright and other rights in all literary and other properties (hereinafter
called “said literary properties”) which form the basis of such item of
Product and/or which are or will be incorporated into such item of Product, all
component parts of such item of Product consisting of said literary properties,
all motion picture rights in and to the story, all treatments of said story and
said literary properties, together with all preliminary and final screenplays
used and to be used in connection with such item of Product, and all other
literary material upon which such item of Product is based or from which it is
adapted;


(iii)          all motion picture rights in and to
all music and musical compositions used and to be used in such item of Product,
if any, including, each without limitation, all rights to record, rerecord,
produce, reproduce or synchronize all of said music and musical compositions in
and in connection with motion pictures;


(iv)          all tangible personal property
relating to such item of Product, including, without limitation, all exposed
film, developed film, positives, negatives, prints, positive prints, answer
prints, special effects, preparing materials (including interpositives,
duplicate negatives, internegatives, color reversals, intermediates, lavenders,
fine grain master prints and matrices, and all other forms of pre-print
elements), sound tracks, cutouts, trims and any and all other physical properties
of every kind and nature relating to such item of Product whether in completed
form or in some state of completion, and all masters, duplicates, drafts,
versions, variations and copies of each thereof, in all formats whether on
film, videotape, disk or other optical or electronic media or otherwise and all
music sheets and promotional materials relating to such item of Product
(collectively, the “Physical Materials”);


(v)           all collateral, allied, subsidiary
and merchandising rights appurtenant or related to such item of Product
including, without limitation, the following rights:  all rights to produce remakes, sequels or
prequels to such item of Product, based upon such item of Product, said
literary properties or the theme of such item of Product and/or the text or any
part of said literary properties; all rights throughout the world to broadcast,
transmit and/or reproduce by means of television (including commercially
sponsored, 



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sustaining and subscription or “pay” television) or by
streaming video or by other means over the internet or any other open or closed
physical or wireless network or by any process analogous to any of the
foregoing, now known or hereafter devised, such item of Product or any remake,
sequel or prequel to the item of Product; all rights to produce primarily for
television or similar use, a motion picture or series of motion pictures, by
use of film or any other recording device or medium now known or hereafter
devised, based upon such item of Product, said literary properties or any part
thereof, including, without limitation, based upon any script, scenario or the
like used in such item of Product; all merchandising rights including, without
limitation, all rights to use, exploit and license others to use and exploit
any and all commercial tie-ups of any kind arising out of or connected with
said literary properties, such item of Product, the title or titles of such
item of Product, the characters of such item of Product and/or said literary
properties and/or the names or characteristics of said characters and including
further, without limitation, any and all commercial exploitation in connection
with or related to such item of Product, any remake, sequel or prequel thereof
and/or said literary properties;


(vi)          all statutory copyrights, domestic and
foreign, obtained or to be obtained on such item of Product, together with any
and all copyrights obtained or to be obtained in connection with such item of
Product or any underlying or component elements of such item of Product, including,
in each case without limitation, all copyrights on the property described in
subparagraphs (i) through (v) inclusive, of this definition, together with the
right to copyright (and all rights to renew or extend such copyrights) and the
right to sue in the name of any of the Credit Parties for past, present and
future infringements of copyright;


(vii)         all insurance policies and completion
guaranties connected with such item of Product and all proceeds which may be
derived therefrom;


(viii)        all rights to distribute, sell, rent,
license the exhibition of and otherwise exploit and turn to account such item
of Product, the Physical Materials, the motion picture rights in and to the
story and/or other literary material upon which such item of Product is based or
from which it is adapted, and the music and musical compositions used or to be
used in such item of Product;


(ix)           any and all sums, proceeds, money,
products, profits or increases, including money profits or increases (as those
terms are used in the UCC or otherwise) or other property obtained or to be
obtained from the distribution, exhibition, sale or other uses or dispositions
of such item of Product or any part of such item of Product, including, without
limitation, all sums, proceeds, profits, products and increases, whether in
money or otherwise, from the sale, rental or licensing of such item of Product
and/or any of the elements of such item of Product including, without
limitation, from collateral, allied, subsidiary and merchandising rights, and
further including, without limitation, all monies held in any Collection
Account;



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(x)            the dramatic, nondramatic, stage,
television, radio and publishing rights, title and interest in and to such item
of Product, and the right to obtain copyrights and renewals of copyrights
therein;


(xi)           the name or title of such item of
Product and all rights of such Borrower to the use thereof, including, without
limitation, rights protected pursuant to trademark, service mark, unfair
competition and/or any other applicable statutes, common law, or other rule or
principle of law;


(xii)          any and all contract rights and/or
chattel paper which may arise in connection with such item of Product;


(xiii)         all accounts and/or other rights to
payment which such Borrower presently owns or which may arise in favor of such
Borrower in the future, including, without limitation, any refund or rebate in
connection with a completion guaranty or otherwise, all accounts and/or rights
to payment due from Persons in connection with the distribution of such item of
Product, or from the exploitation of any and all of the collateral, allied,
subsidiary, merchandising and other rights in connection with such item of
Product;


(xiv)        any and all “general intangibles” (as
that term is defined in the UCC) not elsewhere included in this definition,
including, without limitation, any and all general intangibles consisting of
any right to payment which may arise in connection with the distribution or
exploitation of any of the rights set out herein, and any and all general
intangible rights in favor of such Borrower for services or other performances
by any third parties, including actors, writers, directors, individual
producers and/or any and all other performing or nonperforming artists in any
way connected with such item of Product, any and all general intangible rights
in favor of such Borrower relating to licenses of sound or other equipment, or
licenses for any photograph or photographic or other processes, and any and all
general intangibles related to the distribution or exploitation of such item of
Product including general intangibles related to or which grow out of the
exhibition of such item of Product and the exploitation of any and all other
rights in such item of Product set out in this definition;


(xv)         any and all goods including, without
limitation, inventory (as that term is defined in the UCC) which may arise in
connection with the creation, production or delivery of such item of Product
and which goods pursuant to any production or distribution agreement or
otherwise are owned by such Borrower;


(xvi)        all and each of the rights, regardless
of denomination, which arise in connection with the acquisition, creation,
production, completion of production, delivery, distribution, or other
exploitation of such item of Product, including, without limitation, any and
all rights in favor of such Borrower, the ownership or control of which are or
may become necessary or desirable, in the opinion of Hallmark, in order to
complete production of such item of Product in the event that Hallmark
exercises any rights it may have to take over and complete production of such
item of Product;



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(xvii)       any and all documents issued by any
pledgeholder or bailee with respect to such item of Product or any Physical
Materials (whether or not in completed form) with respect thereto;


(xviii)      any and all Collection Accounts or other
bank accounts established by such Borrower with respect to such item of
Product;


(xix)         any and all rights of such Borrower
under any License Agreements or Platform Agreements relating to such item of
Product; and


(xx)          any and all rights of such Borrower
under contracts relating to the production or acquisition of such item of
Product.


(all of the foregoing items or types of property,
whether presently existing or hereafter arising or acquired, shall be referred
to herein collectively as the “Collateral”).


Each of the Grantors agrees that if any person, firm
or corporation shall do or perform any act(s) which Hallmark believes
constitute a copyright infringement of the screenplay or of any of the
literary, dramatic or musical material contained in any item of Product or upon
which any item of Product is based, or constitute a plagiarism, or violate or
infringe any right of any Grantor, the Hallmark Lenders or Hallmark therein, or
if any person, firm or corporation shall do or perform any act(s) which
Hallmark believes constitute an unauthorized or unlawful distribution,
exhibition, or use thereof, then Hallmark (on behalf of Hallmark and the
Hallmark Lenders) may and shall have the right to take such steps and institute
such suits or proceedings as Hallmark may reasonably deem advisable or
necessary to prevent such act(s) and/or conduct and to secure damages and other
relief by reason thereof, and to generally take such steps as may be advisable
or necessary or proper for the full protection of the rights of the
parties.  Hallmark may take such steps or
institute such suits or proceedings in its own name or in the name of the
Grantors or in the names of the parties jointly.  Hallmark agrees to give Grantor notice of any
action taken by Hallmark hereunder.


This security interest is granted in conjunction with
the security interests granted to Hallmark (for the benefit of Hallmark and the
Hallmark Lenders) pursuant to the Security and Pledge Agreement.  Each Grantor and Hallmark hereby further
acknowledges and affirms that the rights and remedies of Hallmark (for the
benefit of Hallmark and the Hallmark Lenders) with respect to the security
interest made and granted hereby are more fully set forth in the Security and
Pledge Agreement and are subject to the limitations (including certain rights
of quiet enjoyment in favor of licensees), the terms and provisions of which
are incorporated by reference herein as if fully set forth herein.


So long as no Event of Default shall have occurred and
be continuing, and subject always to the various provisions of this Copyright
Security Agreement, the Security and Pledge Agreement and the Waiver Agreement
executed by the Grantors, the Grantors may use, license and exploit the
Collateral in any lawful manner permitted hereunder, under the Security and
Pledge Agreement and the Waiver Agreement.


THIS COPYRIGHT SECURITY AGREEMENT
SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE
OF 



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MISSOURI APPLICABLE TO CONTRACTS MADE AND TO BE
PERFORMED WHOLLY WITHIN THE STATE OF MISSOURI.


Capitalized terms used herein and not otherwise
defined shall have the meaning given such terms in the Security and Pledge Agreement.


IN WITNESS WHEREOF, each of the Grantors has duly
executed this Copyright Security Agreement as of the date first written above.


	
   

  	
  CROWN MEDIA HOLDINGS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By 

  	
  /s/ Charles L.
  Stanford

  
	
   

  	
  Name: Charles L.
  Stanford

  
	
   

  	
  Title: Executive
  Vice President

  
	
   

  	
   

  
	
   

  	
  GUARANTORS:

  
	
   

  	
  CROWN MEDIA
  UNITED STATES, LLC

  
	
   

  	
  HM INTERMEDIARY,
  LLC

  
	
   

  	
  CITI TEEVEE, LLC

  
	
   

  	
  DOONE CITY
  PICTURES, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By 

  	
  /s/ Charles L.
  Stanford

  
	
   

  	
  Name: Charles L.
  Stanford

  
	
   

  	
  Title: Vice
  President

  



 



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