**Exhibit10.4**

AMENDMENT NO. 13 dated asof July 27, 2007 (this “Amendment”) to the Credit, Security, Guarantyand Pledge Agreement dated as of August 31, 2001 as amended byAmendments 1 through 12 thereto, dated as of December 14, 2001,December 31, 2001, March 29, 2002, May 14, 2002,February 5, 2003, August 4, 2003, October 28, 2004, March 1,2005, March 21, 2006, April 28, 2006, December 8, 2006 and March 2, 2007, amongCrown Media Holdings, Inc. (the “Borrower”), the Guarantors namedtherein, the Lenders referred to therein and JPMorgan Chase Bank, N.A.(formerly known as JPMorgan Chase Bank), as Administrative Agent and as IssuingBank for the Lenders (the “Agent”) (as the same may be further amended,supplemented or otherwise modified, the “Credit Agreement”).

INTRODUCTORYSTATEMENT

WHEREAS, the Lenders have made available to theBorrower a credit facility pursuant to the terms of the Credit Agreement;

WHEREAS, as a result of a recent Internal RevenueService determination, the Borrower desires to issue the “Hallmark Tax Note”(as defined in this Amendment) in favor of Hallmark Cards, and to grant liensin substantially all of its assets and in substantially all of the other CreditParties’ assets in support of the Hallmark Tax Note and other intercompanyIndebtedness from the Borrower to Hallmark Cards and its Affiliates;

WHEREAS, the Administrative Agent and the RequiredLenders have agreed to make certain modifications to the Credit Agreement inorder to accommodate the items described in the preceding recital.

NOW THEREFORE, theparties hereto hereby agree as follows:

Section 1.               Defined Terms.  Capitalized terms used herein and nototherwise defined herein shall have the meaning given them in the CreditAgreement.

Section 2.               Amendments toCredit Agreement  Upon the AmendmentEffective Date (as defined below):

(A)          Article 1 of the CreditAgreement is hereby amended by inserting the following definitions inappropriate alphabetical order:

““Amendment No. 13”shall mean that certain Amendment No. 13 dated as of July 27, 2007 to thisCredit Agreement.

“Hallmark Tax Note”shall mean that certain promissory note in favor of Hallmark Cards in theoriginal principal amount of 

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$33,082.019 inconsideration for its obligations of repayments to Hallmark Cards arising underthat certain Tax Sharing Agreement dated March 11, 2003 as a result of thedisallowance by the Internal Revenue Service of the use of certain of Borrower’slosses for the calendar years 2003 and 2004.”

(B)           Section 6.2 of theCredit Agreement is hereby amended by deleting the “and” appearing after clause(xv), inserting an “and” immediately prior to the end of clause (xvi) andinserting the following clause (xvii) immediately following clause (xvi):

“(xvii) From and afterthe Effective Date (as defined in Amendment No. 13), Liens granted by theBorrower and each other Credit Party in favor of Hallmark Cards or one of itsAffiliates in substantially all of their assets in order to secure Borrower’sobligation to Hallmark Cards or one of its Affiliates under the Hallmark TaxNote and any other intercompany obligations owed by the Credit Parties toHallmark Cards or one of its Affiliates.”

(C)           Section 12.1 of theCredit Agreement is hereby modified by deleting the “and” appearing at the endof clause (xii) thereof, replacing the period appearing at the end of clause(xiii) thereof with “, and” and inserting at the end thereof the following newclause (xiv):

“(xiv) to enter into anamendment and restatement of Hallmark Cards Subordination and Support Agreementin connection with Amendment No. 13 in the form attached as an exhibit toAmendment No. 13”

(D)          The Credit Agreement ishereby modified by deleting Exhibit K thereto and replacing it with thereplacement Subordination and Support Agreement in the form attached to thisAmendment as Exhibit 1.

Section 3.               Conditions toEffectiveness.  The effectiveness ofthis the Amendment is subject to the satisfaction in full of each of theconditions precedent set forth below (the date on which all such conditions havebeen satisfied being herein called the “Amendment Effective Date”):

(A)          the Agent shall havereceived counterparts of this Amendment which, when taken together, bear thesignatures of the Borrower, each Guarantor, the Agent and each of the Lenders;

(B)           the representations andwarranties in Section 4 hereof shall be true on the Amendment Effective Date asif made on such date;

(C)           all legal mattersincident to this Amendment and the issuance of the Hallmark Tax Note shall besatisfactory to Morgan, Lewis & Bockius, counsel for the Agent;

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(D)          The Agent shall havereceived a fully-executed original of the replacement Subordination and SupportAgreement in the form of Exhibit 1 to this Amendment;

Section 4.               Representationsand Warranties of the Credit Parties. Each Credit Party represents and warrants that:

(A)          after giving effect tothis Amendment, the representations and warranties contained in the CreditAgreement are true and correct in all material respects on and as of the datehereof as if such representations and warranties had been made on and as of thedate hereof (except to the extent that any such representations and warrantiesspecifically relate to an earlier date); and

(B)           after giving effect tothis Amendment, no Event of Default or Default will have occurred and becontinuing on and as of the date hereof.

Section 5.               FurtherAssurances.  At any time and fromtime to time, upon the Agent’s request and at the sole expense of the CreditParties, each Credit Party will promptly and duly execute and deliver any andall further instruments and documents and take such further action as theAgent.

Section 6.               FundamentalDocuments.  This Amendment isdesignated a Fundamental Document by the Agent.

Section 7.               Full Force andEffect.  Except as expressly amendedhereby, the Credit Agreement and the other Fundamental Documents shall continuein full force and effect in accordance with the provisions thereof on the datehereof.  As used in the Credit Agreement,the terms “Agreement”, “this Agreement”, “herein”,  “hereafter”, “hereto”, “hereof”, and words ofsimilar import, shall, unless the context otherwise requires, mean the CreditAgreement as amended by this Amendment.

Section 8.               APPLICABLE LAW.  THIS AMENDMENT SHALL BE GOVERNED BY ANDCONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

Section 9.               Counterparts.  This Amendment may be executed in two or morecounterparts, each of which shall constitute an original, but all of which whentaken together shall constitute but one instrument.

Section 10.             Expenses.  The Borrower agrees to pay all out-of-pocketexpenses incurred by the Agent in connection with the preparation, executionand delivery of this Amendment, including, but not limited to, the reasonablefees and disbursements of counsel for the Agent.

Section 11.             Headings.  The headings of this Amendment are for thepurposes of reference only and shall not affect the construction of or be takeninto consideration in interpreting this Amendment.

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IN WITNESS WHEREOF, the parties hereby have caused thisAmendment to be duly executed as of the date first written above.

[Signature PagesFollow]

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|            | **BORROWER:**                   |
|------------|---------------------------------|
| ** ** |                            |
|       | CROWN MEDIA HOLDINGS, INC.      |
|       |                            |
|       |                            |
|       | By                              | /s/ Charles L. Stanford |   |
|       | Name: Charles L. Stanford       |
|       | Title: Executive Vice President |   |
|            |                                 |  |  |  |

 

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|        | **GUARANTORS:**                |                    |
|--------|--------------------------------|-------------------------|
|   | CM INTERMEDIARY, LLC           |                    |
|   | CROWN MEDIA UNITED STATES, LLC |
|   | CITI TEEVEE, LLC               |
|   | DOONE CITY PICTURES, LLC       |
|   |                           |
|   |                           |
|   | By                             | /s/ Charles L. Stanford |   |
|   | Name: Charles L. Stanford      |
|   | Title: Vice President          |                    |
|        |                                |                         |  |  |

 

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|        | **LENDERS:**                                                            |   |
|--------|-------------------------------------------------------------------------|--------|
|   | JPMORGAN CHASE BANK, N.A., individually   and as Agent and Issuing Bank |
|   |                                                                    |
|   | By                                                                      |   |
|   |                                                                    | Name:  |
|   |                                                                    | Title: |
|   |                                                                    |   |
|   |                                                                    |   |
|   | BANK OF AMERICA, N. A.                                                  |
|   |                                                                    |
|   |                                                                    |
|   | By                                                                      |   |
|   |                                                                    | Name:  |
|   |                                                                    | Title: |
|   |                                                                    |   |
|   |                                                                    |   |
|   | CITICORP USA, INC.                                                      |
|   |                                                                    |
|   |                                                                    |
|   | By                                                                      |   |
|   |                                                                    | Name:  |
|   |                                                                    | Title: |
|        |                                                                         |        |  |

 

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|        | DEUTSCHE BANK AG NEW YORK BRANCH |
|--------|----------------------------------|
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|   | ROYAL BANK OF CANADA             |
|   |                             |
|   | By                               |   |
|   |                             | Name: |
|   |                             | Title: |
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|   | ABN AMRO BANK N.V.               |
|   |                             |
|   | By                               |   |
|   |                             | Name: |
|   |                             | Title: |
|   |                             |   |
|   | By                               |   |
|   |                             | Name: |
|   |                             | Title: |

 

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|        | CREDIT SUISSE, CAYMAN ISLANDS BRANCH, as an Exiting  Lender |
|--------|-------------------------------------------------------------|
|   |                                                        |
|   |                                                        |
|   | By                                                          |   |
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|   |                                                        | Title: |
|   |                                                        |   |
|   |                                                        |   |
|   | By                                                          |   |
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|   |                                                        | Title: |

 

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