**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 amendedby 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 thereinand JPMorgan Chase Bank, N.A. (formerly known as JPMorgan Chase Bank), asAdministrative Agent and as Issuing Bank for the Lenders (the “Agent”) (as thesame may be further amended, supplemented or otherwise modified, the “CreditAgreement”).

 

INTRODUCTORYSTATEMENT

 

WHEREAS, the Lenders have made available to the Borrowera 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 Agenthave agreed to such consents, waivers, and amendments, all on the terms andsubject to the conditions hereinafter set forth;

 

NOWTHEREFORE, the parties hereto hereby agree as follows:

 

Section 1.                                            DefinedTerms. Capitalized terms used herein and not otherwise defined herein shallhave the meaning given them in the Credit Agreement.

 

Section 2.                                            Amendmentsto the Credit Agreement. Subject to the satisfaction of the conditionsprecedent set forth in Section 3 hereof, the Credit Agreement is herebyamended as of the Effective Date (as hereinafter defined) as follows:

 

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

 

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

 

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

 

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

 

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“(l)                               Notwithstandinganything to the contrary in this Section 13.3, upon five (5) BusinessDays written notice to the Agent, Hallmark Cards (or its designee) shall havethe right to purchase from each of the Lenders its entire interest in the TotalCommitments and the Loans and to assume each of the Lender’s obligations underthe Credit Agreement (the “Hallmark Purchase”) for an amount equal tothe total outstanding principal plus the total accrued, unpaid interest plusall other outstanding Obligations to the Lenders plus all Obligationsowing to the Agent and the Issuing Bank plus cash collateral for anyoutstanding L/C Exposure (the “Purchase Price”). The Hallmark PurchasePrice is only exercisable with regard to all of the Lenders at the same time. SuchPurchase Price shall be paid directly to the Agent for the benefit of theAgent, the Issuing Bank and each Lender in accordance with such Lender’sCommitment on the date of the Hallmark Purchase. Provided the Hallmark L/C hasnot expired, during the five (5) day written notice period, the Agent willtake no action to foreclose on the Collateral or to demand payment from theBorrower without the consent of Hallmark Cards. The Hallmark Purchase will betreated as if each of the Lenders and Hallmark Cards (or its designee) hadsigned an Assignment and Acceptance Agreement and neither party shall have anyobligation to the other beyond that provided for in the form of Assignmentand Acceptance attached hereto as Exhibit H and as soon as practicablethereafter, each of the assigning Lenders will surrender to the Agent the Noteor Notes held by it and the Agent will, at the request of Hallmark Cards (orits designee), issue a replacement Note or Notes to Hallmark Cards (or itsdesignee). As soon as practicable subsequent to the payment of the PurchasePrice, the Agent shall surrender the Hallmark L/C to Hallmark Cards andHallmark Cards will designate a successor agent to the Agent as contemplated bySection 12.11 of the Credit Agreement and a successor to the Issuing Bankas contemplated by Section 12.12 of the Credit Agreement. Until suchsuccessor Issuing Bank is appointed and assumes the obligations of JPMorganChase Bank, N.A., as the existing Issuing Bank, the Borrower shall not beentitled to request that any additional letters of credit be issued on itsbehalf pursuant to Section 2.4 of the Credit Agreement. Subsequent to thepayment of the Purchase Price, each of the assigning Lenders shall have thesame rights against the Borrower for continuing indemnification and expensereimbursement as it would have had had it signed an Assignment and AssumptionAgreement; and subsequent to its replacement as the Agent and as the IssuingBank, JPMorgan Chase Bank, N.A. shall have the same continuing claims againstthe Borrower as it would have had had it resigned and been replaced as the Agentand the Issuing Bank in accordance with the procedures contemplated bySections 12.11 and 12.12 of the Credit Agreement.

 

Section 3.                                            Conditionsto Effectiveness. The effectiveness of this Amendment is subject to thesatisfaction 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 calledthe “Effective Date”):

 

(A)                              theAgent shall have received counterparts of this Amendment which, when takentogether, bear the signatures of the Borrower, each Guarantor, the Agent andeach Lender;

 

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(B)                                therepresentations and warranties in Section 4 hereof shall be true on theEffective Date;

 

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

 

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

 

(A)                              aftergiving effect to this Amendment, the representations and warranties containedin the Credit Agreement are true and correct in all material respects on and asof the date hereof as if such representations and warranties had been made onand as of the date hereof (except to the extent that any such representationsand warranties specifically relate to an earlier date); and

 

(B)                                aftergiving effect to this Amendment, no Event of Default or Default will haveoccurred and be continuing on and as of the date hereof.

 

Section 5.                                            FurtherAssurances. At any time and from time to time, upon the Agent’s request andat the sole expense of the Credit Parties, each Credit Party will promptly andduly execute and deliver any and all further instruments and documents and takesuch further action as the Agent reasonably deems necessary to effect the purposesof this Amendment.

 

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

 

Section 7.                                            FullForce and Effect. Except as expressly amended hereby, the Credit Agreementand the other Fundamental Documents shall continue in full force and effect inaccordance with the provisions thereof on the date hereof. As used in theCredit Agreement, the terms “Agreement”, “this Agreement”, “herein”,  “hereafter”, “hereto”, “hereof”, and words ofsimilar import, shall, unless the context otherwise requires, mean the CreditAgreement as amended by this Amendment.

 

Section 8.                                            APPLICABLELAW. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITHTHE LAWS OF THE STATE OF NEW YORK.

 

Section 9.                                            Counterparts.This Amendment may be executed in two or more counterparts, each of whichshall constitute an original, but all of which when taken together shallconstitute but one instrument.

 

Section 10.                                      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.

 

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Section 11.                                      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 WITNESSWHEREOF, the parties hereby have caused this Amendment to be duly executed asof 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 |

 

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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/ 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 |
|        |                                                |  |  |  |  |

 

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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/ 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 |
|        |                                        |  |  |  |

 

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Accepted and Agreed to bythe

undersigned as theproposed

optionee pursuant to theprovisions 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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