AMENDMENT 3 TO AMENDED AND RESTATED WAIVER AND STANDBY PURCHASE AGREEMENT

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Exhibit 10.82

AMENDMENT 3 TO
AMENDED AND RESTATED
WAIVER AND STANDBY PURCHASE AGREEMENT

        This AMENDMENT 3, dated as of March 2, 2009, amends that certain Amended and Restated Waiver and Standby Purchase Agreement dated as of March 10, 2008 as subsequently amended as of August 5, 2008 and October 30, 2008 (the " Waiver Agreement ") by and among Hallmark Cards, Incorporated, a Missouri corporation (" Hallmark "), HC Crown Corp., a Delaware corporation ( "HCC" ), (Hallmark and HCC, the " Hallmark Lenders ") and Crown Media Holdings, Inc., a Delaware corporation (" Crown Holdings "), Crown Media United States, LLC, a Delaware limited liability company (" CMUS "), and the subsidiaries of Crown Holdings listed as Guarantors on the Credit Facility (the " Guarantors ," and, together with Crown Holdings and CMUS, 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(a).      Section 1(a)—Definitions shall be amended as follows:

        (a)   the definition of "Excess Cash Flow" shall be deleted in its entirety and replaced as follows:

""Excess Cash Flow" has the meaning set forth in Section 7(e)(ii)."

        (b)   "Tax Note" and its definition shall be deleted in its entirety.

        (c)   the definition of "Tax Sharing Payments" shall be inserted immediately after the definition for "Tax Sharing Agreement" as follows:

""Tax Sharing Payments" has the meaning set forth in Exhibit A."

         2.     Section 2(b).      Section 2(b)—Permitted Actions shall be amended by deleting Section 2(b) ( v) in its entirety.

         3.     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 March 31, 2010, unless terminated earlier as set forth herein and such date of actual termination shall be the " Waiver Termination Date ."

         4.     Section 3.      Section 3—Standby Purchase Obligation shall be amended by inserting after "pursuant to Amendment No. 9 to the Credit Facility, dated as of March 21, 2006," the phrase "as amended by Amendment No. 15 and as may be subsequently amended from time to time."

         5.     Section 4(e).      Section 4(e)—Acknowledgement of Indebtedness shall be amended by deleting Section 4(e)(v) in its entirety.

         6.     Section 7.      Section 7—Covenants of Borrower shall be amended by deleting Section 7(e) in its entirety and replacing it as follows:

        " (e) Prepayment of Subject Obligations from Excess Cash Flow .

          (i)  Within one business day of the receipt of (or in the case of clause (e)(ii)(3) below the determination of the existence of, but in any event no later than 45 days after the end of such quarter) any Excess Cash Flow, Borrower shall, in an amount equal to the Excess Cash Flow, either (x) pay amounts due under the Credit Facility, or (y) repay the Subject Obligations. Such repayment of the Subject Obligations shall be applied in the following order:

        (1)    pro rata to accrued but unpaid interest on the 2001 Note, the 2005 Note and the 2006 Note based on their respective outstanding principal amounts, then

        (2)   to pay Tax Sharing Payments, then

        (3)   to the principal amount of the 2001 Note, then

        (4)   to the principal amount of the 2005 Note, then

        (5)   to the principal amount of the 2006 Note, then

        (6)   to the Accreted Value of the 10.25% Note, and finally

        (7)   to the Participated Obligations.

         (ii)  " Excess Cash Flow " shall mean (without duplication):

        (1)   the net cash proceeds from the issuance of any equity securities or debt instruments by any of the Borrowers;

        (2)   the net cash proceeds from the sale, transfer or lease by the Borrowers of any of their assets outside of the ordinary course of business, and

        (3)   if positive, the consolidated net cash flow from operations for a quarter calculated in the same manner as "CF Before Interest" as set forth in the Crown Holdings 2009 Plan as approved by the Board of Directors of Crown Holdings on December 11, 2008 or any subsequent plan approved by the Board of Directors and reasonably accepta