Exhibit
10.92


AMENDMENT
3 TO

WAIVER AND STANDBY PURCHASE AGREEMENT


This AMENDMENT 3, dated
as of March 2,  2007, amends that
certain Waiver and Standby Purchase Agreement (the “Waiver Agreement”) dated as of March 21, 2006 and
subsequently amended as of August 8, 2006 and as of November 6, 2006, by and
among Hallmark Cards, Incorporated, a Missouri 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
United States, LLC, a Delaware limited liability company, and the subsidiaries
of Crown Holdings listed as Guarantors on the Credit Facility, as amended from
time to time (collectively, the “Borrowers”).


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


WHEREAS, the Hallmark
Lenders are willing to extend the automatic Waiver Termination Date on the terms
and subject to the conditions set forth in this Amendment 3;


NOW, THEREFORE, in
consideration for the foregoing premises and the mutual covenants and
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.        Section
1. Section 1 — The definition of “Borrowers” shall be amended to
delete Crown Media Distribution, LLC and Wayzgoose Concert Services, B.V.


2.        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 May 31, 2008, unless
terminated earlier as set forth herein and such date of actual termination
shall be the “Waiver Termination Date.”


3.        Representations
and Warranties. Each Borrower hereby jointly and severally
represents and warrants to each Hallmark Lender that after giving effect to
this Amendment 3 that all the representations and warranties contained in the
Waiver Agreement are true and correct as of the date hereof in all material
respects as if such representations and warranties had been made on and as of
the date hereof (except to the extent that any such representation or warranty
specifically relates to an earlier date.)


4.        Release
of Claims and Waiver. Each Borrower hereby releases, remits,
acquits and forever discharges each Hallmark Lender and each Hallmark Lender’s
employees, 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 “Released
Parties”), from any and all actions and causes of action, judgments,
executions, suits, debts, claims, demands, liabilities,



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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 things done, which were
omitted or suffered to be done by any of the Released Parties prior to and
including the date of execution hereof, and which also in any way directly or
indirectly 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 Borrowers
under this Agreement, the Subject Obligations and/or any other Loan Document
heretofore executed, including claims relating to ‘lender liability’ (all of
the foregoing hereinafter called the “Released
Matters”). The Borrowers acknowledge that the Hallmark Lenders’
agreement to waive contained in Section 2 of the Waiver Agreement, the Hallmark
Lenders’ agreement to extend the automatic Waiver Termination Date pursuant to
Amendments 1 and 2 and this Amendment 3, and Hallmark’s agreement to purchase
the outstanding Indebtedness and the Bank Lenders’ other interests under the
Credit Facility contained in Section 3 of the Waiver Agreement are intended to
be in full satisfaction of all or any alleged injuries or damages arising in
connection with the Released Matters. Each Borrower represents and warrants to
each Hallmark Lender that it has not purported to transfer, assign or otherwise
convey any right, title or interest of such Borrower in any Released Matter to
any other Person and that the foregoing constitutes a full and complete release
of all Released Matters.


5.        Full
Force and Effect. Except to the extent amended herein, the
Waiver Agreement shall continue in full force and effect.


6.        Governing
Law. This Amendment 3 shall be governed by and construed in
accordance with the internal substantive laws of the State of New York, without
regard to the choice of law principles of such State.


7.        Counterparts;
Faxed Signatures. This Amendment 3 may be executed in any number
of counterparts and by different parties to this Agreement on separate
counterparts, each of which, when so executed, shall be deemed an original, but
all such counterparts shall constitute one and the same agreement. Any
signature delivered by a party by facsimile transmission shall be deemed to be
an original signature hereto.


IN WITNESS WHEREOF, the
parties hereto have executed this Amendment 3 as of the day and year first
above written.


 


	
  

  	
   

  	
  BORROWERS:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CROWN MEDIA HOLDINGS, INC.

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Charles L. Stanford

  	
   

  	
   

  
	
   

  	
   

  	
  Name: Charles L. Stanford

  	
   

  	
   

  
	
   

  	
   

  	
  Title: EVP, General Counsel

  	
   

  	
   

  



 



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  CROWN MEDIA UNITED STATES, LLC

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Charles L. Stanford

  	
   

  	
   

  
	
   

  	
   

  	
  Name: Charles L. Stanford

  	
   

  	
   

  
	
   

  	
   

  	
  Title: VP

  	
   

  	
   

  



 


	
  

  	
  GUARANTORS:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  CM INTERMEDIARY, LLC

  	
   

  	
   

  
	
   

  	
  CITI TEEVEE, LLC

  	
   

  	
   

  
	
   

  	
  DOONE CITY PICTURES, LLC

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Charles L. Stanford

  	
   

  	
   

  
	
   

  	
   

  	
  Name: Charles L. Stanford

  	
   

  	
   

  
	
   

  	
   

  	
  Title: VP

  	
   

  	
   

  



 


	
  

  	
  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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