Exhibit 10.24

| |  | AMENDMENT NO. 14 dated as of March 10, 2008 (this "Amendment") to the Credit, Security, Guaranty and Pledge Agreement dated as of August 31, 2001 as amended by
Amendments 1 through 13 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, March 2, 2007 and July 27, 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,
the Borrower has requested that the Maturity Date of the Credit Agreement be extended from May 31, 2008 to May 31, 2009;

WHEREAS,
the Borrower and the Lenders have agreed that the Total Commitment shall be decreased from $130,000,000 to $90,000,000 upon the Amendment Effective Date (as defined below) and
that the Total Commitment be further decreased as provided in this Amendment; and

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
recitals.

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 AgreementUpon the Amendment Effective Date (as defined below):



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Date

Revolving Credit CommitmentJune 30, 2008

$
60,000,000September 30, 2008

$
50,000,000March 31, 2009

$
45,000,000".




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 below (the date on which all such conditions have been satisfied being herein called the "Amendment Effective
Date"):



2

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



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 shall
reasonably request.

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.

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

[Signature
Pages Follow]

3

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| |  | BORROWER:                 
| |  | --------------------------
| |  | CROWN MEDIA HOLDINGS, INC.
| |  | By:                       
| |  | Name:                     
| |  | Title:                    

Signature
Page to Amendment No. 14

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| |  | GUARANTORS:CM INTERMEDIARY, LLC
CROWN MEDIA UNITED STATES, LLC
CITI TEEVEE, LLC
DOONE CITY PICTURES, LLC
| |  | --------------------------------------------------------------------------------------------------------
| |  | By:                                                                                                     
| |  | Name:                                                                                                   
| |  | Title:                                                                                                  

Signature
Page to Amendment No. 14

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| |  | LENDER:JPMORGAN CHASE BANK, N.A., individually
and as Agent and Issuing Bank
| |  | ----------------------------------------------------------------------------
| |  | By                                                                          

Signature
Page to Amendment No. 14

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SCHEDULE 1

|Lender              |  | Revolving Credit
Commitment |            | Total
Commitment |   | Percentage | 
|------------------- |  | --------------------------- | ---------- | ---------------- | - | ---------- | 
|JPMorgan Chase Bank |  | $                           | 90,000,000 |                  | $ | 90,000,000 | 
|TOTAL               |  | $                           | 90,000,000 |                  | $ | 90,000,000 | 

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