EXHIBIT 10.99


 


AMENDMENT NO. 9 dated as of March 21, 2006 to the Credit,
Security, Guaranty and Pledge Agreement dated as of August 31, 2001 as amended
by Amendment 1 through 8 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 and March 1, 2005, 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 has requested certain consents,
waivers, and amendments to the Credit Agreement, and the Lenders and the Agent
have agreed to such consents, waivers, and amendments, all on the terms and
subject to the conditions hereinafter set forth;


 


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 the Credit Agreement. Subject to the satisfaction of the conditions
precedent set forth in Section 3 hereof, the Credit Agreement is hereby
amended as of the Effective Date (as hereinafter defined) as follows:


 


(A)                              Article 1
is hereby amended by adding the following definitions in the appropriate
alphabetic sequence:


 


“‘Hallmark Purchase’ shall have the meaning
given such term in Section 13.3(l) hereof.


 


‘Purchase Price’ shall have the
meaning given such term in Section 13.3(l) hereof.”


 


(B)                                Section 13.3
of the Credit Agreement is hereby amended to add the following subsection (l)
to end thereof:


 

















 


“(l)                               Notwithstanding
anything to the contrary in this Section 13.3, upon five (5) Business
Days written notice to the Agent, Hallmark Cards (or its designee) shall have
the right to purchase from each of the Lenders its entire interest in the Total
Commitments and the Loans and to assume each of the Lender’s obligations under
the Credit Agreement (the “Hallmark Purchase”) for an amount equal to
the total outstanding principal plus the total accrued, unpaid interest plus
all other outstanding Obligations to the Lenders plus all Obligations
owing to the Agent and the Issuing Bank plus cash collateral for any
outstanding L/C Exposure (the “Purchase Price”). The Hallmark Purchase
Price is only exercisable with regard to all of the Lenders at the same time. Such
Purchase Price shall be paid directly to the Agent for the benefit of the
Agent, the Issuing Bank and each Lender in accordance with such Lender’s
Commitment on the date of the Hallmark Purchase. Provided the Hallmark L/C has
not expired, during the five (5) day written notice period, the Agent will
take no action to foreclose on the Collateral or to demand payment from the
Borrower without the consent of Hallmark Cards. The Hallmark Purchase will be
treated as if each of the Lenders and Hallmark Cards (or its designee) had
signed an Assignment and Acceptance Agreement and neither party shall have any
obligation to the other beyond that provided for in the form of Assignment
and Acceptance attached hereto as Exhibit H and as soon as practicable
thereafter, each of the assigning Lenders will surrender to the Agent the Note
or Notes held by it and the Agent will, at the request of Hallmark Cards (or
its designee), issue a replacement Note or Notes to Hallmark Cards (or its
designee). As soon as practicable subsequent to the payment of the Purchase
Price, the Agent shall surrender the Hallmark L/C to Hallmark Cards and
Hallmark Cards will designate a successor agent to the Agent as contemplated by
Section 12.11 of the Credit Agreement and a successor to the Issuing Bank
as contemplated by Section 12.12 of the Credit Agreement. Until such
successor Issuing Bank is appointed and assumes the obligations of JPMorgan
Chase Bank, N.A., as the existing Issuing Bank, the Borrower shall not be
entitled to request that any additional letters of credit be issued on its
behalf pursuant to Section 2.4 of the Credit Agreement. Subsequent to the
payment of the Purchase Price, each of the assigning Lenders shall have the
same rights against the Borrower for continuing indemnification and expense
reimbursement as it would have had had it signed an Assignment and Assumption
Agreement; and subsequent to its replacement as the Agent and as the Issuing
Bank, JPMorgan Chase Bank, N.A. shall have the same continuing claims against
the Borrower as it would have had had it resigned and been replaced as the Agent
and the Issuing Bank in accordance with the procedures contemplated by
Sections 12.11 and 12.12 of the Credit Agreement.


 


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


 


2

















 


(B)                                the
representations and warranties in Section 4 hereof shall be true on the
Effective Date;


 


(C)                                all
legal matters incident to this Amendment shall be satisfactory to Morgan, Lewis &
Bockius, counsel for the Agent.


 


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 reasonably deems necessary to effect the purposes
of this Amendment.


 


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.


 


3

















 


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.


 


	
   

  	
  BORROWER:

  
	
   

  	
   

  
	
   

  	
  CROWN MEDIA
  HOLDINGS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ William J. Aliber

  	
   

  
	
   

  	
   

  	
  Name: William J. Aliber

  
	
   

  	
   

  	
  Title: EVP/CFO

  
	
   

  	
   

  
	
   

  	
  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/ William J. Aliber

  	
   

  
	
   

  	
   

  	
  Name: William J. Aliber

  
	
   

  	
   

  	
  Title: EVP/CFO

  



 


4

















 


	
   

  	
  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/ Christa L. Thomas

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Christa L. Thomas

  
	
   

  	
   

  	
  Title:

  	
  Senior 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/ Denise Alvarez

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Denise Alvarez

  
	
   

  	
   

  	
  Title:

  	
  Associate

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CITICORP USA, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Maureen Maroney

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Maureen Maroney

  
	
   

  	
   

  	
  Title:

  	
  Director

  
						



 


5

















 


	
   

  	
  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/ Ignacio Pineros

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Ignacio Pineros

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Jorgen M. de Vries

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Jorgen M. de Vries

  
	
   

  	
   

  	
  Title:

  	
  Assistant Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  WESTLB AG, NEW YORK BRANCH (f/k/a

  
	
   

  	
  Westdeutsche Landesbank
  Girozentrale)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Bryan Rolfe

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Bryan Rolfe

  
	
   

  	
   

  	
  Title:

  	
  Managing Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Sal Battinelli

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Sal Battinelli

  
	
   

  	
   

  	
  Title:

  	
  Managing Director

  
					



 


6

















 


Accepted and Agreed to by
the


undersigned as the
proposed


optionee pursuant to the
provisions of


revised Section 13.3(l)
of the aforementioned


Credit Agreement:


 


HALLMARK CARDS, INCORPORATED


 


 


	
  By

  	
  /s/ Bruce McKinney

  	
   

  
	
   

  	
  Name:

  	
  Bruce McKinney

  
	
   

  	
  Title:

  	
  Treasurer

  
	
   

  	
  Date:

  	
  March 22,
  2006

  
				



 


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