Exhibit 10.6


AMENDMENT 1 TO

WAIVER AND STANDBY PURCHASE AGREEMENT


This AMENDMENT 1, dated as of August 8, 2006,
amends that certain Waiver and Standby Purchase Agreement (the “Waiver Agreement”)
dated as of March 21, 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 1;


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 August 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 1 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 this Amendment 1, 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 1 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 1 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 1 as of the day and year first above
written.


	
  

  	
  BORROWERS:

  
	
   

  	
   

  
	
   

  	
  CROWN MEDIA HOLDINGS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Charles Stanford

  
	
   

  	
   

  	
  Name: Charles Stanford

  
	
   

  	
   

  	
  Title: EVP, General Counsel

  



 



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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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