Exhibit 10.25

MENDMENT NO. 15 dated as of March 2, 2009 (this "Amendment") to the Credit, Security, Guaranty and Pledge Agreement dated as of August 31, 2001 as amended by
Amendments 1 through 14 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, July 27, 2007 and March 10, 2008, 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, 2009 to March 31, 2010;

WHEREAS,
the Borrower and each of the Lenders have agreed that the interest rate margins and unused commitment fees under the Credit Agreement be increased, and that certain other
modifications be made to the Credit Agreement as more fully set forth in this Amendment;

WHEREAS,
the Administrative Agent and each of the Lenders have agreed that the Hallmark L/C shall be replaced with the Hallmark Cards Facility Guarantee; and

WHEREAS,
the Administrative Agent and each of the 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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Section 3.Conditions to Effectiveness.This Amendment will become effective no earlier than
April 1, 2009, and the effectiveness of this Amendment is further subject to the satisfaction in full of each of the conditions precedent set forth below on or prior to April 1, 2009
(the date on which all such conditions have been satisfied being herein called the "Amendment Effective Date"):



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.

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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.

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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/ Charles StanfordName:

Charles StanfordTitle:

Executive Vice President, General Counsel


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GUARANTORS:CM INTERMEDIARY, LLC
CROWN MEDIA UNITED STATES, LLC
CITI TEEVEE, LLC
DOONE CITY PICTURES, LLCBy:

/s/ Charles StanfordName:

Charles StanfordTitle:

Vice President


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LENDER:JPMORGAN CHASE BANK, N.A., individually
and as Agent and Issuing BankBy

/s/ GREGORY T. MARTINName:  Gregory T. MartinTitle:    Vice President


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