Exhibit 10.1


AMENDMENT NO. 1 TO PURCHASE AND
SALE AGREEMENT


This Amendment No. 1
dated December 15, 2006 (this “Amendment”) amends the Purchase and Sale
Agreement (the “Purchase Agreement”) entered into as of October 4, 2006
by and among Crown Media Holdings, Inc., a Delaware corporation, CM
Intermediary, LLC, a Delaware limited liability company (collectively, “Seller”),
Crown Media Distribution, LLC, a Delaware limited liability company (“Company”),
and RHI Enterprises, LLC, a Delaware limited liability company (“Enterprises”).  Capitalized terms used but not defined in
this Amendment shall have the meanings ascribed to such terms in the Purchase
Agreement.


WHEREAS, pursuant to the Assignment and Assumption
Agreement dated as of December 8, 2006, by and among Enterprises and RHI
Entertainment, LLC, a Delaware limited liability company (“Buyer”),
Enterprises has assigned, and Buyer has assumed all of the rights and
obligations of Enterprises under the Purchase Agreement;


WHEREAS, the Purchase Agreement contemplates that
Seller shall retain certain Liabilities including certain Liabilities related
to Participations and Residuals; and


WHEREAS, Buyer has agreed to limit Seller’s Liability
for such Participations and Residuals as set forth in this Amendment;


NOW, THEREFORE, in consideration of the foregoing premises and for
other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties hereto hereby agree as follows:


1.                                       Amendments
to Purchase Agreement.   The Purchase
Agreement is hereby amended as follows:


a)                                      The
following sentence is added at the end of Paragraph 1.68:


“Notwithstanding the provisions of subsection 1.68(a)
above, to the extent that Liabilities for Participations and Residuals arising
thereunder after the Closing Date but prior to the tenth anniversary of the
Closing Date (except for Liabilities for Participations and Residuals that
relate to the HMCER License) exceed $22.5 million in the aggregate (the “Excess
Residuals”), then such Excess Residuals will not be a Retained Liability of
the Seller.  Such Liability for the
Excess Residuals will be assumed by Company and Buyer.”


b)                                     The
last sentence of Paragraph 6.12(a) will be replaced by the following:


“For avoidance of doubt, no party hereunder shall have
any obligations under this Section 6.12(a) with respect to any Participations
and Residuals that become due and payable as a result of events occurring after
the tenth (10th)
anniversary of the Closing or for Excess Residuals.”


2.                                       Governing
Law; Dispute Resolution.  This
Amendment (and any dispute, controversy, proceedings or claim of whatever
nature arising out of or in any way relating to this Amendment or its
formation) shall be governed and construed in accordance with the laws of the
State of New York without reference to such
State’s principles of conflicts of law. 
Any dispute under this Amendment shall
be resolved as provided in Section 10.3 of the Purchase Agreement.



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3.                                       Counterparts.  This Amendment may be executed simultaneously
in any number of counterparts, each of which shall be deemed an original but
all of which together shall constitute one and the same instrument.  Any party may enter into this Amendment by
executing a counterpart and this Amendment shall not take effect until it has
been executed by all parties.


4.                                       Purchase
Agreement.  Except as expressly
amended hereby, the Purchase Agreement shall continue in full force and effect
in accordance with the provisions thereof.


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IN WITNESS WHEREOF, the parties hereto have duly
executed this Agreement as of the day and year first above written.


	
   

  	
   

  	
  CROWN MEDIA HOLDINGS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
  /s/ Charles L. Stanford

  
	
   

  	
   

  	
  Name: Charles L. Stanford

  
	
   

  	
   

  	
  Title: Executive Vice President, General

  
	
   

  	
   

  	
  Counsel

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CM INTERMEDIARY, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
  /s/ Charles L. Stanford

  
	
   

  	
   

  	
  Name: Charles L. Stanford

  
	
   

  	
   

  	
  Title: Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CROWN MEDIA DISTRIBUTION, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
  /s/ Charles L. Stanford

  
	
   

  	
   

  	
  Name: Charles L. Stanford

  
	
   

  	
   

  	
  Title: Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  RHI ENTERTAINMENT, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
  /s/ Peter von Gal

  	
   

  
	
   

  	
   

  	
  Name: Peter von Gal

  
	
   

  	
   

  	
  Title: Authorized Signatory