**Exhibit10.95**

CONSENT AND AMENDMENT NO. 11dated as of December 8, 2006 to the Credit, Security, Guaranty andPledge Agreement dated as of August 31, 2001as amended by Amendment 1 through 10 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 and April 28, 2006, among Crown Media Holdings, Inc. (the “Borrower”),the Guarantors named therein, the Lenders referred to therein and JPMorgan ChaseBank, N.A. (formerly known as JPMorgan Chase Bank), as AdministrativeAgent and as Issuing Bank for the Lenders (the “Agent”) (as the same may be further amended, supplemented or otherwisemodified, the “Credit Agreement”).

INTRODUCTORY STATEMENT

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

WHEREAS,the Borrower, CM Intermediary, Crown Media Distribution, LLC (“CMD”) andRHI Enterprises, LLC, a Delaware limited liability company (“RHI Buyer”)entered into a Purchase and Sale Agreement dated as of October 4, 2006 (the “PSA”)pursuant to which CMI would sell toRHI Buyer 100% of the equity interests in CMD for a purchase price of approximately $160,000,000 less adjustments;

WHEREAS,the Borrower has requested that the Lenders (x) consent to the consummationof the transaction contemplated by the PSA (the “Transaction”) and (y)authorize the Agent to execute releases ofliens and other security documents and to terminate any guarantees given to theAgent and/or the Lenders by CMD or its subsidiaries pursuant to the CreditAgreement;

WHEREAS, the TotalCommitment under the Credit Agreement is currently $240 million;

WHEREAS,the current face amount of the Hallmark L/C is $240 million;

WHEREAS, the Borrower hasagreed with the Agent and the Lenders that 100% of the net proceeds it receivesin the Transaction will be used to repay outstanding Revolving Credit Loans;

WHEREAS,the Borrower has requested that simultaneously with such repayment ofoutstanding Revolving Credit Loans, the amount of the Total Commitment bereduced by the lesser of the amount of such net proceeds and $110million, but that the Total Commitment not, in any event, be reduced to lessthan $130 million; and

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WHEREAS, the Borrower hasrequested that as soon as practicable after such reduction in the Total Commitment, the Agent execute anappropriate reduction certificate reducing the face amount of theHallmark L/C from $240 million to the amount of the Total Commitment as soreduced.

NOWTHEREFORE, the parties hereto hereby agree as follows:

Section1. Defined Terms. Capitalized terms used herein and not otherwisedefined herein shall have the meaning given them in the Credit Agreement.

Section2. Consent to Transaction. Subject to the representation of the Borrowerthat the net proceeds (computed by deducting from gross proceeds the categoriesof expenses listed on Schedule II hereto) to be received by it in theTransaction will not be less than $115,000,000, the Lenders consent to the execution and performance of the PSA by theBorrower and CMD in the form heretofore presented to the Agent.

Section3. Release of CMD. At the closing, pursuant to the PSA (the “Library Closing”)and subject to the Agent’s being satisfied that the net proceeds payable to theBorrower in connection with the Transaction, will be paid directly to anaccount of the Borrower at the Agent to beapplied to repay Revolving Credit Loans, the Lenders agree that the Agent is authorizedto, and hereby instruct the Agent to (a) execute a release and termination ofall of the obligations of CMD pursuant to theCredit Agreement as a Guarantor and/or a Credit Party including, but notlimited to, the security interest by CMD pursuant to Article 8 of the Credit Agreement,the guaranty given by CMD pursuant to Article 10 of the Credit Agreement, andany pledge given by CMD pursuant to Article11 of the Credit Agreement, (b) execute parallel releases andterminations with regard to any obligations of any Subsidiaries of CMD, (c)deliver UCC termination statements, returnpledge securities and releases and/or terminations of any laboratorypledgeholder agreements or intercreditor agreements executed by or with regardto CMD or any of its subsidiaries or any of their respective assets, (d)release the pledge given by the Borrower of the equity interests that itholds in CMD and (e) subsequent to the receipt of the net proceeds to berealized by the Borrower in the Transaction, to execute a reduction certificatewith regard to the Hallmark L/C reducing theface amount thereof to the amount of the Total Commitment after giving effectto the reduction of the Total Commitment contemplated by Section 4hereof.

Section4. Reduction of Total Commitment. Subsequent to the receipt of the net proceedspayable to the Borrower in connection with the Transaction and an applicationof such proceeds to repay such outstandingRevolving Credit Loans, the Borrower hereby requests that the Agent reduce theamount of the Total Commitment by the lesser of the amount of such proceedsand $110 million, such reduction to not result in any event in a reduction ofthe amount of the Total Commitment to less than $130 million.

Section5. Allocation of Total Commitment. Attached hereto is Schedule 1 whichis a pro forma schedule indicatingwhat the relative commitment of each Lender would be if after applyingthe net proceeds of the Transaction the Total Commitment is reduced to $130million.

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Section6. Conditions to Effectiveness. The effectiveness of this the Amendmentis subject to the satisfaction in full of each of the conditionsprecedent set forth below (the date on which all such conditions have beensatisfied being herein called the “Consent Effective Date”):

(1) the Agent shall have received counterparts of thisAmendment which, when taken together, bear the signatures of theBorrower, each Guarantor, the Agent and the Required Lenders;

(2) therepresentations and warranties in Section 5 hereof shall be true on the Consent Effective Date as if made on suchdate;

(3)all legalmattersincident to this Amendment and theconsummationof the Transaction shall be satisfactory to Morgan, Lewis & Bockius,counsel for the Agent.

Section7. Representations and Warranties of the Credit Parties. Each CreditParty represents and warrants that:

(A)after giving effect to this Amendment, the representations andwarranties contained in the Credit Agreementare true and correct in all material respects on and as of the datehereof as if such representations and warranties had been made on and as of thedate hereof (except to the extent that any such representations and warrantiesspecifically relate to an earlier date); and

(B) aftergiving effect to this Amendment, no Event of Default or Default will have occurred and be continuing on and as of thedate hereof.

Section8. Further Assurances.

(A)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 andtake such further action as the Agent.

(B)At any time, and from time to time, subsequent to the Library Closing,and the application of net proceeds as contemplated by Section 3 above, uponthe Borrower’s request and at the soleexpense of the Borrower, the Agent will deliver such additional terminations ofliens and of other security documents as the Borrower shall reasonablyrequest with regard to the Transaction.

Section9. Fundamental Documents. This Amendment is designated a Fundamental Documentby the Agent.

Section10. Full Force and Effect. Except as expressly amended hereby, theCredit Agreement and the other Fundamental Documents shall continue in fullforce and effect in accordance with the provisions thereof on the datehereof. As used in the Credit Agreement, the terms“Agreement”, “this Agreement”, “herein”, “hereafter”, “hereto”, “hereof”, andwords of similar import, shall, unlessthe context otherwise requires, mean the Credit Agreement as amended bythis Amendment.

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Section 11. APPLICABLELAW. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITHTHE LAWS OF THE STATE OF NEW YORK.

Section 12. 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.

Section 13. Expenses.The Borrower agrees to pay all out-of-pocket expenses incurred by the Agent inconnection with the preparation, execution and delivery of this Amendment,including, but not limited to, the reasonable fees and disbursements of counselfor the Agent.

Section 14. Headings.The headings of this Amendment are for the purposes of reference only and shallnot affect the construction of or be taken into consideration in interpretingthis Amendment.

IN WITNESS WHEREOF, theparties hereby have caused this Amendment to be duly executed as of the datefirst written above.

**[Signature Pages Follow]**

 

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|        | **BORROWER:**              |
|--------|----------------------------|
|   | ** **                 | ** ** |   |   |
|   | CROWN MEDIA HOLDINGS, INC. |   |   |
|   |                       |   |   |   |
|   |                       |   |   |   |
|   | By                         | /s/ C. Stanford |   |   |
|   |                       | Name: |   |   |
|   |                       | Title: |   |   |

 

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|        | **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/ C. Stanford |       |   |
|   |                                                                                                                                                              | Name:           |       |   |
|   |                                                                                                                                                              | Title:          |       |   |

 

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|        | **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/ Illegible                |       |   |
|   |                                                                                                                                                                      | Name: Illegible              |       |   |
|   |                                                                                                                                                                      | Title: Sr. 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/ Shaheen Malik            |       |   |
|   |                                                                                                                                                                      | Name: Shaheen Malik          |       |   |
|   |                                                                                                                                                                      | Title: Associate             |       |   |
|   |                                                                                                                                                                      |                         |       |   |
|   |                                                                                                                                                                      |                         |       |   |
|   | CITICORP USA, INC.                                                                                                                                                        |                         |       |
|   |                                                                                                                                                                      |                         |       |   |
|   |                                                                                                                                                                      |                         |       |   |
|   | By                                                                                                                                                                        | /s/ Eric Davis               |       |   |
|   |                                                                                                                                                                      | Name: Eric Davis             |       |   |
|   |                                                                                                                                                                      | Title: Vice President        |       |   |

 

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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/ Mark Narbey                    |   |   |
|   |                             | Name: Mark Narbey                  |   |   |
|   |                             | Title: Authorized Signatory        |   |   |
|   |                             |                               |   |   |
|   | ABN AMRO BANK N.V.               |                               |   |
|   |                             |                               |   |   |
|   | By                               | /s/ Bruce Hague                    |   |   |
|   |                             | Name: Bruce Hague                  |   |   |
|   |                             | Title: EVP                         |   |   |
|   |                             |                               |   |   |
|   | By                               | /s/ Thomas J. Bieke                |   |   |
|   |                             | Name: Thomas J. Bieke              |   |   |
|   |                             | Title: Group Senior Vice President |   |   |

 

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