Exhibit
10.95


CONSENT AND AMENDMENT NO. 11
dated as of December 8, 2006 to the Credit, Security, Guaranty and
Pledge Agreement dated as of August 31, 2001
as amended by Amendment 1 through 10 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 and April 28, 2006, 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,
the Borrower, CM Intermediary, Crown Media Distribution, LLC (“CMD”) and
RHI Enterprises, LLC, a Delaware limited liability company (“RHI Buyer”)
entered into a Purchase and Sale Agreement dated as of October 4, 2006 (the “PSA”)
pursuant to which CMI would sell to
RHI Buyer 100% of the equity interests in CMD for a purchase price of approximately $160,000,000 less adjustments;


WHEREAS,
the Borrower has requested that the Lenders (x) consent to the consummation
of the transaction contemplated by the PSA (the “Transaction”) and (y)
authorize the Agent to execute releases of
liens and other security documents and to terminate any guarantees given to the
Agent and/or the Lenders by CMD or its subsidiaries pursuant to the Credit
Agreement;


WHEREAS, the Total
Commitment under the Credit Agreement is currently $240 million;


WHEREAS,
the current face amount of the Hallmark L/C is $240 million;


WHEREAS, the Borrower has
agreed with the Agent and the Lenders that 100% of the net proceeds it receives
in the Transaction will be used to repay outstanding Revolving Credit Loans;


WHEREAS,
the Borrower has requested that simultaneously with such repayment of
outstanding Revolving Credit Loans, the amount of the Total Commitment be
reduced by the lesser of the amount of such net proceeds and $110
million, but that the Total Commitment not, in any event, be reduced to less
than $130 million; and













WHEREAS, the Borrower has
requested that as soon as practicable after such reduction in the Total Commitment, the Agent execute an
appropriate reduction certificate reducing the face amount of the
Hallmark L/C from $240 million to the amount of the Total Commitment as so
reduced.


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. Consent to Transaction. Subject to the representation of the Borrower
that the net proceeds (computed by deducting from gross proceeds the categories
of expenses listed on Schedule II hereto) to be received by it in the
Transaction will not be less than $115,000,000, the Lenders consent to the execution and performance of the PSA by the
Borrower and CMD in the form heretofore presented to the Agent.


Section
3. Release of CMD. At the closing, pursuant to the PSA (the “Library Closing”)
and subject to the Agent’s being satisfied that the net proceeds payable to the
Borrower in connection with the Transaction, will be paid directly to an
account of the Borrower at the Agent to be
applied to repay Revolving Credit Loans, the Lenders agree that the Agent is authorized
to, and hereby instruct the Agent to (a) execute a release and termination of
all of the obligations of CMD pursuant to the
Credit Agreement as a Guarantor and/or a Credit Party including, but not
limited to, the security interest by CMD pursuant to Article 8 of the Credit Agreement,
the guaranty given by CMD pursuant to Article 10 of the Credit Agreement, and
any pledge given by CMD pursuant to Article
11 of the Credit Agreement, (b) execute parallel releases and
terminations with regard to any obligations of any Subsidiaries of CMD, (c)
deliver UCC termination statements, return
pledge securities and releases and/or terminations of any laboratory
pledgeholder agreements or intercreditor agreements executed by or with regard
to CMD or any of its subsidiaries or any of their respective assets, (d)
release the pledge given by the Borrower of the equity interests that it
holds in CMD and (e) subsequent to the receipt of the net proceeds to be
realized by the Borrower in the Transaction, to execute a reduction certificate
with regard to the Hallmark L/C reducing the
face amount thereof to the amount of the Total Commitment after giving effect
to the reduction of the Total Commitment contemplated by Section 4
hereof.


Section
4. Reduction of Total Commitment. Subsequent to the receipt of the net proceeds
payable to the Borrower in connection with the Transaction and an application
of such proceeds to repay such outstanding
Revolving Credit Loans, the Borrower hereby requests that the Agent reduce the
amount of the Total Commitment by the lesser of the amount of such proceeds
and $110 million, such reduction to not result in any event in a reduction of
the amount of the Total Commitment to less than $130 million.


Section
5. Allocation of Total Commitment. Attached hereto is Schedule 1 which
is a pro forma schedule indicating
what the relative commitment of each Lender would be if after applying
the net proceeds of the Transaction the Total Commitment is reduced to $130
million.



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Section
6. 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 “Consent Effective Date”):


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


(2) the
representations and warranties in Section 5 hereof shall be true on the Consent Effective Date as if made on such
date;


(3)
all legal  matters
incident to this Amendment and the  consummation
of the Transaction shall be satisfactory to Morgan, Lewis & Bockius,
counsel for the Agent.


Section
7. 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
8. Further Assurances.


(A)
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.


(B)
At any time, and from time to time, subsequent to the Library Closing,
and the application of net proceeds as contemplated by Section 3 above, upon
the Borrower’s request and at the sole
expense of the Borrower, the Agent will deliver such additional terminations of
liens and of other security documents as the Borrower shall reasonably
request with regard to the Transaction.


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


Section
10. 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.



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Section 11. APPLICABLE
LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK.


Section 12. 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 13. 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 14. 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.


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/ C. Stanford

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  



 













 


	
  

  	
  GUARANTORS:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  CM INTERMEDIARY, LLC

  CROWN MEDIA DISTRIBUTION, LLC

  CROWN MEDIA UNITED STATES, LLC

  CITI TEEVEE, LLC

  DOONE CITY PICTURES, LLC

  WAYZGOOSE CONCERT SERVICES, B.V.

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ C. Stanford

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  



 



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  LENDERS:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  JPMORGAN CHASE BANK, N. A. (f/k/a

  JPMorgan Chase Bank and as successor by merger

  to Bank One, N. A. (Main Office Chicago)), individually and as Agent and
  Issuing Bank

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Illegible

  	
   

  	
   

  
	
   

  	
   

  	
  Name: Illegible

  	
   

  	
   

  
	
   

  	
   

  	
  Title: Sr. Vice President

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  BANK OF AMERICA, N. A.

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Thomas R. Durham

  	
   

  	
   

  
	
   

  	
   

  	
  Name: Thomas R. Durham

  	
   

  	
   

  
	
   

  	
   

  	
  Title: Senior Vice President

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  CREDIT SUISSE FIRST BOSTON

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Doreen Barr

  	
   

  	
   

  
	
   

  	
   

  	
  Name: Doreen Barr

  	
   

  	
   

  
	
   

  	
   

  	
  Title: Vice President

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Shaheen Malik

  	
   

  	
   

  
	
   

  	
   

  	
  Name: Shaheen Malik

  	
   

  	
   

  
	
   

  	
   

  	
  Title: Associate

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  CITICORP USA, INC.

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Eric Davis

  	
   

  	
   

  
	
   

  	
   

  	
  Name: Eric Davis

  	
   

  	
   

  
	
   

  	
   

  	
  Title: Vice President

  	
   

  	
   

  



 



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  DEUTSCHE BANK AG NEW YORK BRANCH

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Frederick W. Laird

  	
   

  	
   

  
	
   

  	
   

  	
  Name: Frederick W. Laird

  	
   

  	
   

  
	
   

  	
   

  	
  Title: Managing Director

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Ming K. Chu

  	
   

  	
   

  
	
   

  	
   

  	
  Name: Ming K. Chu

  	
   

  	
   

  
	
   

  	
   

  	
  Title: Vice President

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  ROYAL BANK OF CANADA

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Mark Narbey

  	
   

  	
   

  
	
   

  	
   

  	
  Name: Mark Narbey

  	
   

  	
   

  
	
   

  	
   

  	
  Title: Authorized Signatory

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  ABN AMRO BANK N.V.

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Bruce Hague

  	
   

  	
   

  
	
   

  	
   

  	
  Name: Bruce Hague

  	
   

  	
   

  
	
   

  	
   

  	
  Title: EVP

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Thomas J. Bieke

  	
   

  	
   

  
	
   

  	
   

  	
  Name: Thomas J. Bieke

  	
   

  	
   

  
	
   

  	
   

  	
  Title: Group Senior Vice President

  	
   

  	
   

  



 



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