Exhibit 10.96


AMENDMENT NO. 12 dated as of March 2, 2007 (this “Amendment”)
to the Credit, Security, Guaranty and Pledge Agreement dated as of August 31,
2001 as amended by Amendments 1 through 11 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 and
December 8, 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 and
the Guarantors have requested that the Maturity Date of the Credit Agreement be
extended for one (1) year, and that the existing Hallmark L/C be replaced with
a new letter of credit issued by JPMorgan Chase Bank, N.A., to be issued in the
face amount of $130,000,000 in substantially the same form as the existing
Hallmark L/C.


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 deleting the definitions of “Hallmark L/C” and “Maturity Date
“ appearing therein and inserting in lieu thereof the following replacement
definitions:


““Hallmark L/C” shall
mean an irrevocable letter of credit issued to the Agent by Citibank, N.A. in
the amount of the Total Commitment as credit support for the Obligations of the
Borrower, substantially in the form of Exhibit R hereto or a replacement
irrevocable letter of credit issued to the Agent by JPMorgan Chase Bank, N.A.
in substantially the form of Exhibit R-l hereto.”


““Maturity Date” shall
mean May 31, 2008.”


(B)       Article of the Credit Agreement is hereby
further amended by adding the following definition of “Amendment No. 12
Effective Date” in appropriate alphabetical order:













                                                                                                                                          ““Amendment
No. 12 Effective Date” shall the Amendment Effective Date, as such term is
defined in that certain Amendment No. 12 dated as of March 2, 2007 to this
Credit Agreement.”


(C)       The Credit Agreement is hereby modified
by deleting the phrase “as of the date hereof” where such phrase appears in
Sections 3.1(c), 3.6(a), 3.6(b), 3.17(b), 3.23 and 3.25, and inserting in lieu
thereof the phrase “as of the Amendment No. 12 Effective Date”.


(D)      The Credit Agreement is hereby modified by
deleting the phrase “on the date hereof” where such phrase appears in Sections
3.7(a), 3.7(b), 3.10 and 8.3(a), and inserting in lieu thereof the phrase “as
of the Amendment No. 12 Effective Date”.


(E)       The Credit Agreement is hereby modified
by deleting the phrase “as of the Closing Date” where such phrase appears in
Sections 3.18(a) and 3.18(b), and inserting in lieu thereof the phrase “as of
the Amendment No. 12 Effective Date”.


(F)        Sections 3.7(a) and 3.7(b) of the Credit
Agreement are hereby modified by deleting the phrase “on a pro forma basis
after giving effect to the acquisition contemplated by the HEDC Purchase
Agreement” appearing therein.


(G)       Section 3.7(b) of the Credit Agreement is
hereby amended by deleting the final sentence appearing therein.


(H)       Section 3.17(b) of the Credit Agreement
is hereby amended by deleting the sentence “The Credit Parties have delivered
or made available to the Agent a true and complete copy of each agreement described
on Schedule 3.17, including all exhibits and schedules.” appearing therein.


(I)         Section 6.1 of the Credit Agreement is
hereby amended by inserting the following language immediately prior to the end
thereof: “provided, that to the extent that any Indebtedness which was incurred
as permitted by clauses 6.1 (i)-(iv) or 6.1 (v)-(xii) is also described on
Schedule 3.18(a) (as updated on the Amendment No. 12 Effective Date), the
inclusion of such Indebtedness on such updated Schedule 3.18(a) shall not re-set
any relevant baskets under Section 6.1 or permit the incurrence of any
Indebtedness beyond that described in clauses 6.1 (i)-(iv) or 6.1 (v)-(xii)”


(J)        Section 12.1 of the Credit Agreement is
hereby modified by (1) deleting the “and” appearing at the end of clause (xi)
thereof, (2) replacing the period appearing at the end of clause (xii) thereof
with, “and” and (3) inserting at the end thereof the following new clause
(xiii):


“(xiii) to accept a replacement Hallmark L/C in
substantially the form of Exhibit R-l in replacement for the existing Hallmark
L/C in the form of Exhibit R, and to surrender the existing Hallmark L/C in
connection therewith.”


(K)       The Credit Agreement is hereby modified
by adding the a new “Exhibit R-1 — Form of Replacement Hallmark L/C” in the
form attached to this Amendment as Exhibit I,



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and the Table of Contents
of the Credit Agreement is hereby modified by adding a reference to “Exhibit
R-l - Form of Replacement Hallmark L/C”.


(L)       The Credit Agreement is hereby modified
by deleting Schedule 1 thereto and replacing it with the Schedule 1 in the form
attached to this Amendment as Exhibit 2 (the “Replacement Schedule of
Commitments”).


(M)     Schedules 3.1, 3.6(a), 3.6(b), 3.7(a),
3.7(b), 3.8, 3.10, 3.11, 3.17, 3.18(a), 3.18(b), 3.18(c), 3.23, 3.25 and 8.3 to
the Credit Agreement are hereby replaced in their entireties with the Schedules
3.1, 3.6(a). 3.6(b), 3.7(a), 3.7(b), 3.8, 3.10, 3.11, 3.17, 3.18(a), 3.18(b),
3.18(c), 3.23, 3.25 and 8.3, respectively, attached to this Amendment.


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 consummation of the Transaction shall be satisfactory to
Morgan, Lewis & Bockius, counsel for the Agent;


(D)      The Agent shall have received a
replacement Hallmark L/C in substantially the form of Exhibit 1 to this
Amendment;


(E)       (i) each Lender which is not listed on
the Replacement Schedule of Commitments as having a positive Revolving Credit
Commitment (any such Lender, an “Exiting Lender”) shall have been or
shall on the Amendment Effective Date be relieved of all obligations in respect
of their Commitments, (ii) each Exiting Lender’s Revolving Credit Loans and
unreimbursed drafts, if any, under any outstanding Letters of Credit shall have
been or shall on the Amendment Effective Date be repaid in full, together with
any accrued interest thereon and any accrued fees payable under the Credit
Agreement up to but excluding the Amendment Effective Date; and


(F)       (i) each (a) continuing Lender whose
Revolving Credit Commitments on the Replacement Schedule of Commitments exceed
its Revolving Credit Commitments on the existing Schedule of Commitments and
(b) each financial institution, if any, which becomes a party to the Credit
Agreement pursuant to its execution of this Amendment (any entity described in
clauses (a) and/or (b), an “Increasing Lender” and any such new or
increased Revolving Credit Commitments be “New Commitments”) shall (1)
by its execution of this Amendment or such other instrument as may be
satisfactory to the Agent accept an assignment from the existing Lenders
(including Exiting Lenders) of an interest in each then outstanding Revolving
Credit Loan and unreimbursed draft, if any, under any Letter of Credit such
that, after giving effect



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thereto, all exposure
relating to Revolving Credit Loans is held ratably by all continuing Lenders in
proportion to their Commitments set forth on the Replacement Schedule of
Commitments, (2) in connection with the assignments described in clause (1),
each Increasing Lender shall for all purposes be a Lender hereunder with
respect to its New Commitments and its “Initial Date” for purposes of such New
Commitments shall be the Amendment Effective Date and (3) pay to the Agent for
the account of the other Lenders (including Exiting Lenders) such Increasing
Lender’s pro rata portion of the aggregate amount of the Revolving Credit Loans
and unreimbursed drafts, if any, under any outstanding Letters of Credit with
respect to its New Commitments; and (iii) the Agent shall have received on
behalf of each existing Lender (including Exiting Lenders), all accrued
interest and fees (including commitment fees) in favor of such Lender pursuant
to but excluding the Amendment Effective Date and any breakage costs associated
with any repayments in order to accommodate the foregoing mechanics set forth
in Sections 3(F) and (G). Any assignments described in clause (G)(i)(l) shall
constitute Assignments and Acceptances for all purposes and amendments to the
Schedule of Commitments.


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.



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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.


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: Charles Stanford

  
	
   

  	
   

  	
   

  	
  Title: Executive VP Legal

  



Signature Page to
Amendment No. 12











 


	
  

  	
   

  	
  GUARANTORS:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CM INTERMEDIARY, LLC

  
	
   

  	
   

  	
  CROWN MEDIA UNITED STATES, LLC

  
	
   

  	
   

  	
  CITI TEEVEE, LLC

  
	
   

  	
   

  	
  DOONE CITY PICTURES, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
  /s/ C. Stanford

  
	
   

  	
   

  	
   

  	
  Vice President

  
	
   

  	
   

  	
   

  	
  Charles Stanford

  



Signature Page to
Amendment No. 12











 


	
  

  	
   

  	
   

  	
   

  	
  LENDERS:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  JPMORGAN CHASE BANK, N.A.,
  individually

  and as Agent and Issuing Bank

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By

  	
   

  	
  /s/ Jason A. Rastovski

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
  Jason A. Rastovski

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
  Vice President

  
												



 


	
  

  	
   

  	
   

  	
   

  	
  BANK OF AMERICA, N. A.

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By

  	
   

  	
  /s/ Thomas R. Durham

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
  Thomas R. Durham

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
  Sr. Vice President

  
												



 


	
  

  	
   

  	
   

  	
   

  	
  CITICORP USA, INC.

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By

  	
   

  	
  /s/ James M Walsh 

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
  James M Walsh

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
  Managing Director

  
												



Signature Page to
Amendment No. 12











 


	
  

  	
   

  	
   

  	
   

  	
  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/ ILLEGIBLE

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
   

  
												



 


	
  

  	
   

  	
   

  	
   

  	
  ABN AMRO BANK N.V.

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By

  	
   

  	
  /s/ Thomas J. Bieke

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
  Thomas J. Bieke

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
  Attorney-In-Fact

  
										



 


	
  

  	
   

  	
   

  	
   

  	
  By

  	
   

  	
  /s/ Bruce R. Hague

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
  Bruce R. Hague

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
  EVP

  



 


Signature Page to Amendment No. 12











 


	
  

  	
   

  	
   

  	
   

  	
  CREDIT SUISSE, CAYMAN
  ISLANDS 

  BRANCH, as an Exiting Lender

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By

  	
   

  	
  /s/ Doreen Barr

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
  Doreen Barr

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
  Vice President

  



 


	
  

  	
   

  	
   

  	
   

  	
  By

  	
   

  	
  /s/ Rianka Mohan

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
  Rianka Mohan

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
  Vice President

  



 


Signature Page to
Amendment No. 12