Exhibit
10.4


AMENDMENT NO. 13 dated as
of July 27, 2007 (this “Amendment”) to the Credit, Security, Guaranty
and Pledge Agreement dated as of August 31, 2001 as amended by
Amendments 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, among
Crown Media Holdings, Inc. (the “Borrower”), the Guarantors named
therein, the Lenders referred to therein and JPMorgan Chase Bank, N.A.
(formerly known as JPMorgan Chase Bank), as Administrative Agent and as Issuing
Bank for the Lenders (the “Agent”) (as the same may be further amended,
supplemented or otherwise modified, the “Credit Agreement”).


INTRODUCTORY
STATEMENT


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


WHEREAS, as a result of a recent Internal Revenue
Service determination, the Borrower desires to issue the “Hallmark Tax Note”
(as defined in this Amendment) in favor of Hallmark Cards, and to grant liens
in substantially all of its assets and in substantially all of the other Credit
Parties’ assets in support of the Hallmark Tax Note and other intercompany
Indebtedness from the Borrower to Hallmark Cards and its Affiliates;


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


NOW THEREFORE, the
parties hereto hereby agree as follows:


Section 1.               Defined Terms.  Capitalized terms used herein and not
otherwise defined herein shall have the meaning given them in the Credit
Agreement.


Section 2.               Amendments to
Credit Agreement  Upon the Amendment
Effective Date (as defined below):


(A)          Article 1 of the Credit
Agreement is hereby amended by inserting the following definitions in
appropriate alphabetical order:


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


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













$33,082.019 in
consideration for its obligations of repayments to Hallmark Cards arising under
that certain Tax Sharing Agreement dated March 11, 2003 as a result of the
disallowance by the Internal Revenue Service of the use of certain of Borrower’s
losses for the calendar years 2003 and 2004.”


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


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


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


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


(D)          The Credit Agreement is
hereby modified by deleting Exhibit K thereto and replacing it with the
replacement Subordination and Support Agreement in the form attached to this
Amendment as Exhibit 1.


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


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


(B)           the representations and
warranties in Section 4 hereof shall be true on the Amendment Effective Date as
if made on such date;


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



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


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


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


(B)           after giving effect to
this Amendment, no Event of Default or Default will have occurred and be
continuing on and as of the date hereof.


Section 5.               Further
Assurances.  At any time and from
time to time, upon the Agent’s request and at the sole expense of the Credit
Parties, each Credit Party will promptly and duly execute and deliver any and
all further instruments and documents and take such further action as the
Agent.


Section 6.               Fundamental
Documents.  This Amendment is
designated a Fundamental Document by the Agent.


Section 7.               Full Force and
Effect.  Except as expressly amended
hereby, the Credit Agreement and the other Fundamental Documents shall continue
in full force and effect in accordance with the provisions thereof on the date
hereof.  As used in the Credit Agreement,
the terms “Agreement”, “this Agreement”, “herein”,  “hereafter”, “hereto”, “hereof”, and words of
similar import, shall, unless the context otherwise requires, mean the Credit
Agreement as amended by this Amendment.


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


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


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


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



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


[Signature Pages
Follow]



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  BORROWER:

  
	
   

  	
   

  
	
   

  	
  CROWN MEDIA HOLDINGS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By 

  	
  /s/ Charles L. Stanford

  	
   

  
	
   

  	
  Name: Charles L. Stanford

  
	
   

  	
  Title: Executive Vice President

  	
   

  
					



 













 


	
  

  	
  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

  	
   

  
					



 













 


	
  

  	
  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:

  
				



 













 


	
  

  	
  DEUTSCHE BANK AG NEW YORK BRANCH

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ROYAL BANK OF CANADA

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ABN AMRO BANK N.V.

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 













 


	
  

  	
  CREDIT SUISSE, CAYMAN ISLANDS BRANCH, as an Exiting
  Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title: