CROWN MEDIA HOLDINGS INC
EX-10.6 CONSENT/WAIVER TO STOCKHOLDERS AGREEMENT
<DOCUMENT>
<TYPE>EX-10.6
<SEQUENCE>6
<FILENAME>d04251exv10w6.txt
<DESCRIPTION>EX-10.6 CONSENT/WAIVER TO STOCKHOLDERS AGREEMENT
<TEXT>
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                                                                    EXHIBIT 10.6


    Consent and Waiver to Second Amended and Restated Stockholders Agreement


         Consent and Waiver (this "Consent"), dated as of March 11, 2003, in
connection with the Second Amended and Restated Stockholders Agreement, dated as
of August 30, 2001 (the "Stockholders Agreement"), by and among Hallmark
Entertainment Holdings, Inc. ("HEH") (as transferee of the shares of Class A
Stock and Class B Stock previously held by Hallmark Entertainment, Inc.),
Liberty Media Corporation, Liberty Crown, Inc. (as transferee of the shares of
Class A Stock previously held by Liberty Media Corporation), VISN Management
Corp., JP Morgan Partners (BHCA), L.P., DIRECTV Enterprises, Inc. (collectively,
the "Stockholders") and Crown Media Holdings, Inc. (the "Company"). (Capitalized
terms used but not defined herein having the meanings assigned to them in the
Stockholders Agreement.)

         WHEREAS, certain Stockholders desire to contribute to Hallmark
Entertainment Investments Co. ("HEIC") (the "Contribution") shares of Class A
Stock or shares of Class B Stock, in exchange for shares of Class A common stock
of HEIC, par value $.01 per share ("HEIC Class A Stock") and shares of Class B
common stock of HEIC, par value $.01 per share ("HEIC Class B Stock")
respectively, pursuant to a Contribution Agreement by and among HEIC and such
Stockholders (the "Contribution Agreement");

         WHEREAS, in connection with the Contribution, pursuant to an
Acknowledgement and Agreement ("Acknowledgement and Agreement"), HEIC will
become a signatory to the Stockholders Agreement as transferee of HEH and shall
receive the same rights set forth therein and be bound by the same obligations
set forth therein as HEH;

         WHEREAS, Hallmark Cards, Incorporated and the Company desire to enter
into a Tax Sharing Agreement, a copy of which has been provided to the
Stockholders (the "Tax Sharing Agreement");

         WHEREAS, pursuant to Section 6.2 of the Stockholders Agreement, the
Stockholders Agreement may be amended, and waivers or consents to departures
from the provisions of the Stockholders Agreement may be given, only by a
written instrument duly executed by the Company and each Stockholder, or, in the
case of a waiver or consent, by each party against whom the waiver or consent,
as the case may be, is to be effective; and

         WHEREAS, in connection with the Contribution, pursuant to, and in
accordance with Section 6.2 of the Stockholders Agreement, the Stockholders
desire to amend the Stockholders Agreement and to waive any conditions, remedies
and rights, if any, under the Stockholders Agreement that would arise or that
are exercisable pursuant to the entry into (i) the Tax Sharing Agreement or (ii)
the Contribution, and any transactions in connection therewith.

         NOW, THEREFORE, the undersigned agrees as follows:

              Consent. The undersigned hereby consents to the amendment of the
Stockholders Agreement as follows:

              Substitution of HEIC. All references to Hallmark Entertainment,
Inc. (subsequently succeeded by HEH) shall be changed to HEIC (as successor in
interest to HEH) at such time as HEIC executes the Acknowledgement and
Agreement.

         (b) Composition of the Board of Directors of the Company. Section 2.1
of the Stockholders Agreement is deleted in its entirety and replaced with the
following:

         Section 2.1. Composition of the Board of Directors of the Company.
Subject to Section 2.5, each of the Stockholders hereby agrees to take, at any
time and from time to time, all action necessary such that the Board of
Directors of the Company (the "Board") shall consist of not less than fifteen
directors, who shall be nominated as follows: (a) VISN shall have the right to
nominate one member of the Board; (b) at least two members of the Board shall be

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Independent Directors nominated by the Board; and (c) HEIC shall have the right
to nominate all other members of the Board; provided that one such nominee shall
be the Chief Executive Officer of the Company. Each Stockholder entitled to vote
for the election of directors to the Board shall vote its shares of Company
Voting Stock or execute written consents, as the case may be, and shall take all
other action necessary in order to elect the nominees and to ensure compliance
with this Section 2.1. The Company shall take such action as may be required
under applicable law to and shall otherwise use reasonable efforts to cause the
composition of the Board to be as set forth in this Section 2.1.

                  (c) Limitation on Transaction with Affiliates. In the last
paragraph of Section 2.6 of the Stockholders Agreement, the "and" between
"DIRECTV;" and "(viii)" shall be deleted and the phrase "and, in each case, any
amendments or modifications thereto." of such last paragraph shall be deleted
and replaced with the following:

         ; (ix) the transactions pursuant to the Contribution Agreement and (x)
the transactions pursuant to the Tax Sharing Agreement and, in each case of
clauses (i) through (ix), any amendments or modifications thereto.

              Waiver. The undersigned hereby waives all conditions, remedies and
rights, if any, under the Stockholders Agreement that would arise or that are
exercisable pursuant to the entry into the Tax Sharing Agreement or the
Contribution Agreement, and any transactions in connection therewith, including
Section 2.6 and Article III.

              Governing Law. This Consent shall be governed by and construed in
accordance with the laws of the State of Delaware, without giving effect to any
provisions relating to conflicts of laws.

              Headings. The headings in this Consent are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.

         IN WITNESS WHEREOF, the undersigned has duly executed this Consent, or
caused this Consent to be duly executed, as of the date first above written.


                                     DIRECTV ENTERPRISES, INC.


                                     By: /s/ MICHAEL THORNTON /s/
                                         --------------------------------------
                                         Name:  Michael Thornton
                                         Title:  Senior Vice President


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