Exhibit
10.6


AMENDMENT 2 TO

WAIVER AND STANDBY PURCHASE
AGREEMENT


This
AMENDMENT 2, dated as of November 6, 2006, 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, 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 (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 2; 


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
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 November 15, 2007, unless terminated earlier as set forth
herein and such date of actual termination shall be the “Waiver Termination Date.” 


2.             Representations
and Warranties. Each Borrower hereby jointly and
severally represents and warrants to each Hallmark Lender that after giving
effect to this Amendment 2 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.) 


3.             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,
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 Amendment 1 and this
Amendment 2, 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. 


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


5.             Governing Law. This
Amendment 2 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. 


6.             Counterparts:
Faxed Signatures. This Amendment 2 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 2 as of the
day 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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