**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, August4, 2003, October 28, 2004, March 1, 2005, March 21, 2006, April 28, 2006 andDecember 8, 2006, among Crown Media Holdings, Inc. (the “Borrower”), theGuarantors named therein, the Lenders referred to therein and JPMorgan ChaseBank, N.A. (formerly known as JPMorgan Chase Bank), as Administrative Agent andas Issuing Bank for the Lenders (the “Agent”) (as the same may befurther amended, supplemented or otherwise modified, the “Credit Agreement”).

**INTRODUCTORY STATEMENT**

WHEREAS, the Lenders havemade available to the Borrower a credit facility pursuant to the terms of theCredit Agreement;

WHEREAS, the Borrower andthe Guarantors have requested that the Maturity Date of the Credit Agreement beextended for one (1) year, and that the existing Hallmark L/C be replaced witha new letter of credit issued by JPMorgan Chase Bank, N.A., to be issued in theface amount of $130,000,000 in substantially the same form as the existingHallmark L/C.

NOW THEREFORE, the partieshereto hereby agree as follows:

Section 1.      Defined Terms. Capitalized termsused herein and not otherwise defined herein shall have the meaning given themin the Credit Agreement.

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

(A)      Article 1 of the Credit Agreement ishereby amended by deleting the definitions of “Hallmark L/C” and “Maturity Date“ appearing therein and inserting in lieu thereof the following replacementdefinitions:

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

““Maturity Date” shallmean May 31, 2008.”

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

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                                                                                                                                          ““AmendmentNo. 12 Effective Date” shall the Amendment Effective Date, as such term isdefined in that certain Amendment No. 12 dated as of March 2, 2007 to thisCredit Agreement.”

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

(D)      The Credit Agreement is hereby modified bydeleting the phrase “on the date hereof” where such phrase appears in Sections3.7(a), 3.7(b), 3.10 and 8.3(a), and inserting in lieu thereof the phrase “asof the Amendment No. 12 Effective Date”.

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

(F)        Sections 3.7(a) and 3.7(b) of the CreditAgreement are hereby modified by deleting the phrase “on a pro forma basisafter giving effect to the acquisition contemplated by the HEDC PurchaseAgreement” appearing therein.

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

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

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

(J)        Section 12.1 of the Credit Agreement ishereby 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) thereofwith, “and” and (3) inserting at the end thereof the following new clause(xiii):

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

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

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

(L)       The Credit Agreement is hereby modifiedby deleting Schedule 1 thereto and replacing it with the Schedule 1 in the formattached to this Amendment as Exhibit 2 (the “Replacement Schedule ofCommitments”).

(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 tothe Credit Agreement are hereby replaced in their entireties with the Schedules3.1, 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. Theeffectiveness of this the Amendment is subject to the satisfaction in full ofeach of the conditions precedent set forth below (the date on which all suchconditions have been satisfied being herein called the “Amendment Effective Date”):

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

(B)       the representations and warranties in Section4 hereof shall be true on the Amendment Effective Date as if made on such date;

(C)       all legal matters incident to thisAmendment and the consummation of the Transaction shall be satisfactory toMorgan, Lewis & Bockius, counsel for the Agent;

(D)      The Agent shall have received areplacement Hallmark L/C in substantially the form of Exhibit 1 to thisAmendment;

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

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

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thereto, all exposurerelating to Revolving Credit Loans is held ratably by all continuing Lenders inproportion to their Commitments set forth on the Replacement Schedule ofCommitments, (2) in connection with the assignments described in clause (1),each Increasing Lender shall for all purposes be a Lender hereunder withrespect to its New Commitments and its “Initial Date” for purposes of such NewCommitments shall be the Amendment Effective Date and (3) pay to the Agent forthe account of the other Lenders (including Exiting Lenders) such IncreasingLender’s pro rata portion of the aggregate amount of the Revolving Credit Loansand unreimbursed drafts, if any, under any outstanding Letters of Credit withrespect to its New Commitments; and (iii) the Agent shall have received onbehalf of each existing Lender (including Exiting Lenders), all accruedinterest and fees (including commitment fees) in favor of such Lender pursuantto but excluding the Amendment Effective Date and any breakage costs associatedwith any repayments in order to accommodate the foregoing mechanics set forthin Sections 3(F) and (G). Any assignments described in clause (G)(i)(l) shallconstitute Assignments and Acceptances for all purposes and amendments to theSchedule of Commitments.

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

(A)       after giving effect to this Amendment,the representations and warranties contained in the Credit Agreement are trueand correct in all material respects on and as of the date hereof as if suchrepresentations and warranties had been made on and as of the date hereof(except to the extent that any such representations and warranties specificallyrelate 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.

Section5.       Further Assurances. At anytime and from time to time, upon the Agent’s request and at the sole expense ofthe Credit Parties, each Credit Party will promptly and duly execute anddeliver any and all further instruments and documents and take such furtheraction as the Agent.

Section 6.       FundamentalDocuments. This Amendment is designated a Fundamental Document by theAgent.

Section7.       Full Force and Effect.Except as expressly amended hereby, the Credit Agreement and the otherFundamental Documents shall continue in full force and effect in accordancewith the provisions thereof on the date hereof. As used in the CreditAgreement, the terms “Agreement”, “this Agreement”, “herein”, “hereafter”, “hereto”,“hereof,” and words of similar import, shall, unless the context otherwiserequires, 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 LAWSOF 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 shallconstitute an original, but all of which when taken together shall constitutebut one instrument.

Section10.     Expenses. The Borroweragrees to pay all out-of-pocket expenses incurred by the Agent in connectionwith the preparation, execution and delivery of this Amendment, including, butnot limited to, the reasonable fees and disbursements of counsel for the Agent.

Section11.     Headings. The headings ofthis Amendment are for the purposes of reference only and shall not affect theconstruction of or be taken into consideration in interpreting this Amendment.

INWITNESS WHEREOF, the parties hereby have caused this Amendment to be dulyexecuted 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 toAmendment No. 12

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|        |   | **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 toAmendment No. 12

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|        |   |   | ** ** | **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 toAmendment No. 12

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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/ 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

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|        |   |   | ** ** | 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 toAmendment No. 12

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