**Exhibit10.92**

**AMENDMENT3 TOWAIVER AND STANDBY PURCHASE AGREEMENT**

This AMENDMENT 3, datedas of March 2,**2007, amends thatcertain Waiver and Standby Purchase Agreement (the *“Waiver Agreement”)*dated as of March 21, 2006 andsubsequently amended as of August 8, 2006 and as of November 6, 2006, by andamong Hallmark Cards, Incorporated, a Missouri corporation *(“Hallmark”),*HC Crown Corp., a Delawarecorporation, Hallmark Entertainment Holdings, Inc., a Delaware corporation (“collectively,together with Hallmark the *“Hallmark Lenders”)*and Crown Media Holdings, Inc., a Delaware corporation, Crown MediaUnited States, LLC, a Delaware limited liability company, and the subsidiariesof Crown Holdings listed as Guarantors on the Credit Facility, as amended fromtime to time (collectively, the *“Borrowers”).*

WHEREAS, the Borrowershave requested that the Hallmark Lenders extend the automatic WaiverTermination Date; and

WHEREAS, the HallmarkLenders are willing to extend the automatic Waiver Termination Date on the termsand subject to the conditions set forth in this Amendment 3;

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.        **Section1. Section 1 — The definition of “Borrowers”**shall be amended todelete Crown Media Distribution, LLC and Wayzgoose Concert Services, B.V.

2.        **Section2(c). Section 2(c) — Waiver Termination Date**shall be amended byreplacing the first sentence with the following:

This Waiver shall terminate automatically on May 31, 2008, unlessterminated earlier as set forth herein and such date of actual terminationshall be the *“Waiver Termination Date.”*

3.        **Representationsand Warranties.**Each Borrower hereby jointly and severallyrepresents and warrants to each Hallmark Lender that after giving effect tothis Amendment 3 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.)

4.        **Releaseof 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,

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obligations, damages andexpenses of any and every character, known or unknown, direct and/or indirect,at law or in equity, of whatsoever kind or nature, whether heretofore orhereafter 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 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”).*The Borrowers acknowledge that the Hallmark Lenders’agreement to waive contained in Section 2 of the Waiver Agreement, the HallmarkLenders’ agreement to extend the automatic Waiver Termination Date pursuant toAmendments 1 and 2 and this Amendment 3, and Hallmark’s agreement to purchasethe outstanding Indebtedness and the Bank Lenders’ other interests under theCredit Facility contained in Section 3 of the Waiver Agreement are intended tobe in full satisfaction of all or any alleged injuries or damages arising inconnection with the Released Matters. Each Borrower represents and warrants toeach Hallmark 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.

5.        **FullForce and Effect.**Except to the extent amended herein, theWaiver Agreement shall continue in full force and effect.

6.        **GoverningLaw.**This Amendment 3 shall be governed by and construed inaccordance with the internal substantive laws of the State of New York, withoutregard to the choice of law principles of such State.

7.        **Counterparts;Faxed Signatures.**This Amendment 3 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.

IN WITNESS WHEREOF, theparties hereto have executed this Amendment 3 as of the day and year firstabove 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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