<PAGE>
                                                                    EXHIBIT 10.1


                           AMENDMENT NO. 1 dated as of December 14, 2001 to the
                           Credit, Security, Guaranty and Pledge Agreement dated
                           as of August 31, 2001 among Crown Media Holdings,
                           Inc. (the "Borrower"), the Guarantors named therein,
                           the Lenders referred to therein and JPMorgan Chase
                           Bank (formerly known as The Chase Manhattan Bank), as
                           Administrative Agent and as Issuing Bank for the
                           Lenders (the "Agent") (as the same may be amended,
                           supplemented or otherwise modified, the "Credit
                           Agreement").

                             INTRODUCTORY STATEMENT

         The Lenders have made available to the Borrower a credit facility
pursuant to the terms of the Credit Agreement.

         The Borrower is forming a subsidiary Delaware business trust solely for
the purpose of issuing certain common and preferred securities in exchange for
debentures of the Borrower and the Borrower is raising $265,000,000 in capital
from investors in exchange for the sale of preferred securities and certain
certificates sold to such investors.

         The Borrower has requested certain amendments to the Credit Agreement
to, among other things, permit it to enter into, and perform its obligations in
connection with the above-described transaction, and the Lenders and the Agent
have agreed to certain revisions to amend the Credit Agreement, all on the terms
and subject to the conditions hereinafter set forth.

         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 the Credit Agreement. Subject to the
satisfaction of the conditions precedent set forth in Section 5 hereof, the
Credit Agreement is hereby amended as of the Effective Date (as hereinafter
defined) as follows:

                  (A) The second paragraph of the Introductory Statement to the
Credit Agreement shall be amended by (i) deleting the reference to
"$300,000,000" appearing therein and replacing it with "$320,000,000" and (ii)
deleting the reference to "$200,000,000" appearing therein and replacing it with
"$220,000,000".

                  (B) Article 1 of the Credit Agreement is hereby amended by
adding the following definitions in the appropriate alphabetic sequence:

                  " 'Amendment No. 1 Effective Date' shall mean the date on
         which all the conditions set forth in Section 5 of Amendment No. 1 to
         the Credit Agreement have been satisfied.



                                       1
<PAGE>

                  'Contingent Appreciation Certificate Agreement' shall mean the
         Contingent Appreciation Certificate Agreement dated as of the Trust
         Issue Date among the Borrower and the holders party thereto, as the
         same may be amended from time to time in accordance with the terms
         hereof.

                  'Contingent Appreciation Certificates' shall mean the
         certificates issued pursuant to the Contingent Appreciation Certificate
         Agreement.

                  'Crown Media Trust' shall mean Crown Media Trust, a Delaware
         business trust formed pursuant to a Declaration of Trust of Crown Media
         Trust, dated as of December 7, 2001 as amended and restated by an
         Amended and Restated Declaration of Trust of Crown Media Trust dated as
         of the Trust Issue Date among William J. Aliber, Mark Thompson and
         Brian Stewart, as Regular Trustees, Chase Manhattan Bank (USA), N.A.,
         as Delaware Trustee, JPMorgan Chase Bank, as Property Trustee and Crown
         Media Holdings, Inc., as Sponsor, as the same may be amended from time
         to time in accordance with the terms hereof (the "Amended and Restated
         Declaration of Trust").

                  'Payment Blockage Period' shall mean any period during which
         (i) there exists any payment default hereunder with respect to which
         the applicable grace period, if any, has expired, (ii) any other
         default exists hereunder for which the Agent has provided a Payment
         Blockage Notice pursuant to the terms of the Trust Indenture and the
         Contingent Appreciation Certificate Agreement or (iii) the Agent has
         declared the Loans to be due and payable pursuant to Article 7 hereof.

                  'Replacement Hallmark Cards Letter of Credit' shall mean the
         Letter of Credit issued by Credit Suisse First Boston or an Affiliate
         on behalf of HCC for the benefit of the Borrower in connection with the
         Replacement HCC Promissory Note.

                  'Replacement HCC Promissory Note' shall mean the Promissory
         Note dated as of the Trust Issue Date among the Borrower, as borrower,
         Crown Media International, Inc. and Crown Media United States, LLC, as
         guarantors, and HCC, as lender.

                  'Subsidiary Trust Documents' shall mean all documents entered
         into in connection with the Subsidiary Trust Transaction including, but
         not limited to, the Trust Indenture, the Amended and Restated
         Declaration of Trust, the Contingent Appreciation Certificate
         Agreement, the Trust Preferred Securities Guarantee and the Trust
         Common Securities Guarantee.

                  'Subsidiary Trust Transaction' shall mean the transaction
         pursuant to which Crown Media Trust will be issuing the Trust
         Securities to certain investors, the proceeds of which will be used by
         Crown Media Trust to purchase the Trust Indenture Debentures from the
         Borrower pursuant to the Trust Indenture and the Borrower will be
         issuing Contingent Appreciation Certificates to such investors.

                  'Trust Common Securities' shall mean the class of common
         securities issued by Crown Media Trust in connection with the
         Subsidiary Trust Transaction.



                                       2
<PAGE>

                  'Trust Common Securities Guarantee' shall mean the Guarantee
         provided by the Borrower pursuant to the Common Securities Guarantee
         Agreement dated as of the Trust Issue Date among the Borrower and
         JPMorgan Chase Bank, as trustee for the benefit of the holders of the
         Trust Common Securities, as amended from time to time in accordance
         with the terms hereof.

                  'Trust Indenture' shall mean the Indenture dated the Trust
         Issue Date, between the Borrower as Issuer and JPMorgan Chase Bank as
         Indenture Trustee."

                  'Trust Indenture Debentures' shall mean the debentures
         authenticated and delivered under the Trust Indenture to Crown Media
         Trust.

                  'Trust Issue Date' shall mean the Issue Date as defined in the
         Trust Indenture.

                  'Trust Preferred Securities' shall mean the class of preferred
         securities issued by Crown Media Trust in connection with the
         Subsidiary Trust Transaction.

                  'Trust Preferred Securities Guarantee' shall mean the
         Guarantee provided by the Borrower pursuant to the Preferred Securities
         Guarantee Agreement dated as of the Trust Issue Date among the Borrower
         and JPMorgan Chase Bank, as trustee for the benefit of the holders of
         the Trust Preferred Securities, as amended from time to time in
         accordance with the terms hereof.

                  'Trust Securities' shall mean the Trust Preferred Securities
         and the Trust Common Securities."

                  (C) The definition of "GAAP" appearing in Article 1 of the
Credit Agreement is hereby amended by adding the following sentence to the end
thereof:

                  "Notwithstanding the foregoing, GAAP as it is applied to the
         Subsidiary Trust Transaction shall not be modified for any reason and
         shall be applied consistent with its application at the time of the
         closing of the Subsidiary Trust Transaction."

                  (D) The definition of "Guarantors" appearing in Article 1 of
the Credit Agreement is hereby amended by adding the words ", Crown Media Trust"
after the words "Kermit (L) Ltd." appearing in the parenthesis therein.

                  (E) The definition of "Change in Control" appearing in Article
1 of the Credit Agreement is hereby amended by adding the following clauses (c)
and (d) to the end thereof:

                  "(c) individuals who on the Issue Date (as defined in the
         Trust Indenture) constituted the Board of Directors (together with any
         new directors whose election by such Board of Directors or whose
         nomination for election by the stockholders of the Borrower was
         approved by a vote of at least 66-2/3% of the Board of Directors then
         still in office who were either directors on Issue Date (as defined in
         the Trust Indenture) or whose election or nomination for election was
         previously so approved) cease for any reason to constitute a majority
         of the Board of Directors still in office or (d) the



                                       3
<PAGE>

         consummation by the Borrower of any transaction that would constitute a
         "Rule 13e-3 transaction" as defined in the Exchange Act."

                  (F) The definition of "Restricted Payments" is hereby amended
by adding the following clause (vi) at the end thereof:

                  "(vi) payments by the Borrower made in connection with the
         Subsidiary Trust Documents (other than fees or other expenses subject
         to Section 14.01(a), (b) and (c) of the Trust Indenture) including but
         not limited to (x) all payments of principal, interest and other
         amounts on or with respect to the Trust Indenture Debentures, the Trust
         Securities, any Contingent Appreciation Certificates, the Trust
         Securities Guarantee, or any other instrument issued or document
         entered into in connection therewith and (y) any fees and expenses
         payable in connection thereto."

                  (G) The definition of "Subsidiary" is hereby amended by adding
the following to the end thereof:

                  ", and Crown Media Trust shall not be considered a
         "Subsidiary" for any purpose hereof."

                  (H) Section 3.23 of the Credit Agreement is hereby amended by
adding the phrase "except the Contingent Appreciation Certificates" at the end
of clause (d) thereof.

                  (I) Section 5.1 of the Credit Agreement is hereby amended by
adding the following clause (l) at the end thereof:

                  "(l) Deliver to the Agent, or otherwise ensure that the Agent
         receives, a copy of (i) any notice provided by the Borrower in
         connection with the Subsidiary Trust Transaction contemporaneously with
         the delivery of such notices in accordance with the provisions of the
         Subsidiary Trust Documents, (ii) all notices received by the Borrower
         pursuant to the Subsidiary Trust Documents, promptly upon receipt
         thereof, (iii) a current list of the names and record addresses of all
         holders of the Trust Preferred Securities and (iv) any proposed
         amendment of the Subsidiary Trust Documents."

                  (J) Section 6.1 of the Credit Agreement is hereby amended by
adding the following clauses (x) and (xi) at the end thereof:

                  "(x) Indebtedness of the Borrower arising from the issuance of
         the Trust Indenture Debentures and the Contingent Appreciation
         Certificates; and

                  (xi) Indebtedness of the Borrower to HCC under the Replacement
         HCC Promissory Note."

                  (K) Section 6.3 of the Credit Agreement is hereby amended by
adding the following clause (v) at the end thereof:

                  "(v) the Trust Preferred Securities Guarantee and the Trust
         Common Securities Guarantee."



                                       4
<PAGE>

                  (L) Section 6.4 of the Credit Agreement is hereby amended by
adding the following clause (vii) at the end thereof:

                  "(vii) Investments by the Borrower in Crown Media Trust
         represented by the Trust Common Securities in an amount not to exceed
         $8,196,000."

                  (M) Section 6.5 of the Credit Agreement is hereby amended by
deleting subclauses (x) and (y) appearing in clause (vii) thereof and replacing
the same with the following:

                  "(vii) payments by the Borrower to HCC of a commitment fee of
         1.5% of the commitment under the Replacement HCC Promissory Note in the
         form of shares of common stock of the Borrower."

                  (N) Section 6.5 of the Credit Agreement is hereby amended by
adding the following clause (ix) at the end thereof:

                  "(ix) scheduled payments of interest on the Trust Indenture
         Debentures; provided, however, that no such payments may be made during
         any Payment Blockage Period."

                  (O) Section 6.12 of the Credit Agreement is hereby amended by
(i) deleting the words "HCC Promissory Note" appearing therein and inserting in
lieu thereof the words "Replacement HCC Promissory Note", (ii) deleting the
words "Hallmark Cards Letter of Credit" appearing therein and inserting in lieu
thereof the words "Replacement Hallmark Cards Letter of Credit" and (iii) adding
the following sentence at the end thereof:

                  "In addition, no Credit Party shall be entitled to amend,
         alter, modify, waive or consent to any amendment, alteration,
         modification or waiver to any of the Subsidiary Trust Documents if such
         amendment, alteration, modification or waiver materially and adversely
         changes any material term thereof or is reasonably likely to materially
         and adversely affect the interests of the Lenders."

                  (P) Section 6.23 of the Credit Agreement is hereby amended by
deleting the chart in clause (ii) in its entirety and replacing the same with
the following:

<Table>
<Caption>
       "FISCAL QUARTER/YEAR ENDING                      AMOUNT
       ---------------------------                      ------
<S>                                               <C>
            December 31, 2001                        - 56,000,000
             March 31, 2002                          - 42,000,000
              June 30, 2002                          - 43,000,000
           September 30, 2002                        - 43,000,000
            December 31, 2002                        - 38,000,000
             March 31, 2003                          - 15,000,000
              June 30, 2003                          - 15,000,000
           September 30, 2003                        - 14,000,000
            December 31, 2003                        - 14,000,000
            December 31, 2004                          66,000,000
            December 31, 2005                         129,000,000
            December 31, 2006                         142,000,000"
</Table>



                                       5
<PAGE>

                  (Q) Section 6.25 of the Credit Agreement is hereby amended in
its entirety by replacing the same with the following:

                  "Net Worth. Permit Net Worth to be less than the sum of (x)
         the base amount for each fiscal quarter set forth in the table below,
         plus (y) the sum of the Consolidated Net Income of the Borrower
         (subsequent to the Amendment No. 1 Effective Date) during which the
         Borrower achieves positive Consolidated Net Income, plus (z) 50% of net
         equity invested in the Borrower after the Amendment No. 1 Effective
         Date.

<Table>
<Caption>
          FISCAL QUARTER ENDING                       BASE AMOUNT
          ---------------------                       -----------
<S>                                                <C>
            December 31, 2001                         775,000,000
             March 31, 2002                           731,000,000
              June 30, 2002                           688,000,000
           September 30, 2002                         645,000,000
            December 31, 2002                         602,000,000
             March 31, 2003                           578,000,000
              June 30, 2003                           553,000,000
           September 30, 2003                         529,000,000
            December 31, 2003                         505,000,000
               Thereafter                             505,000,000"
</Table>

                  (R) Article 7 of the Credit Agreement is hereby amended by
adding the following clauses (q), (r) and (s) at the end thereof:

                  "(q) an Event of Default (as defined in the Trust Indenture)
         shall have occurred under the Trust Indenture;

                  (r) an Event of Default (as defined in the Trust Preferred
         Securities Guarantee) shall have occurred under the Trust Preferred
         Securities Guarantee; or

                  (s) any Restricted Payments not permitted by Section 6.5(ix)
         hereof become due and payable in connection with the Subsidiary Trust
         Transaction, including but not limited to, as a result of (x) an
         Optional Redemption, a Special Event Redemption, a Change of Control
         Redemption or a Change of Control Offer as all such terms are defined
         in, and pursuant to the terms of, Sections 3.01 and 3.02 of the Trust
         Indenture, (y)



                                       6
<PAGE>

         a voluntary or involuntary liquidation, winding up or termination of
         Crown Media Trust or (z) an Event of Default (as defined in the Trust
         Indenture) under the Trust Indenture; provided however, that any such
         payments made (A) after the expiry of any Payment Blockage Period for
         which no new Payment Blockage Period has begun and (B) in connection
         with a distribution of Trust Indenture Debentures to holders of the
         Trust Securities pursuant to Section 8.01(v) of the Amended and
         Restated Declaration of Trust shall not constitute an Event of Default
         hereunder."

                  (S) Section 12.1(b) of the Credit Agreement is hereby amended
by adding the following clauses (x) and (xi) at the end thereof:

                  "(x) to provide a Payment Blockage Notice to the Borrower
         pursuant to the terms of the Trust Indenture and the Contingent
         Appreciation Certificate Agreement in order to effectuate the
         subordination provisions appearing therein, and

                  (xi) to amend the provisions of the Limited Guarantee and the
         Hallmark Cards Subordination and Support Agreement in connection with
         the issuance of the Replacement HCC Promissory Note."

                  (T) As of the Commitment Increase Effective Date (as defined
in Section 6 below), Schedule 1 (Schedule of Commitments) to the Credit
Agreement is hereby amended in its entirety by a new Schedule 1 as set forth as
Appendix A hereto.

         Section 3. Consent. The Borrower has requested that the Agent and the
Lenders consent to a waiver of compliance with (i) Section 6.5(vii) to allow the
Borrower to use an additional $40,000,000 in Net Cash Proceeds in excess of the
amount permitted thereunder to pay down intercompany Indebtedness; (ii) Section
6.5 to allow the Borrower to transfer to Hallmark India Private Limited ("HIPL")
the funds necessary for HIPL to pay in full the principal and accrued interest
on HIPL's overdraft/working capital loan facility with The Chase Manhattan Bank;
(iii) Section 6.6 to allow (x) HIPL to dispose of decoding equipment with a fair
market value of approximately $200,000, and (y) Crown Media US to sell its
wholly-owned Subsidiary, Odyssey Productions Limited, to National Interfaith
Cable Coalition ("NICC") pursuant to a stock purchase agreement between Crown
Media US and NICC dated as of August 4, 2001, on terms and conditions described
in memo to be provided by Agent.

         Section 4. Increase in Commitments. As of the Commitment Increase
Effective Date (as defined in Section 6 below), the Total Commitment shall be
increased by $35,000,000 by the addition of WestLB Bank ("WestLB") as a party to
the Credit Agreement, with a Term Loan Commitment of $10,937,500 and a Revolving
Credit Commitment of $24,062,500. On or prior to the Commitment Increase
Effective Date, WestLB shall execute and deliver to the Agent, for its
acceptance and recording in the Register, an Assumption Agreement in the form of
Appendix B hereto. Upon such execution, delivery, acceptance and recording, from
and after the Commitment Increase Effective Date, WestLB shall be a party to the
Credit Agreement and shall have all the rights and obligations of a Lender
thereunder.

         Section 5. Conditions to Effectiveness. The effectiveness of this
Amendment (other than the increase in the Total Commitment) is subject to the
satisfaction in full of each of the



                                       7
<PAGE>

conditions precedent set forth in this Section 5 (the date on which all such
conditions have been satisfied being herein call the "Effective Date"):

                  (A) the Agent shall have received counterparts of this
Amendment which, when taken together, bear the signatures of the Borrower, each
Guarantor, the Agent and the Required Lenders;

                  (B) the Agent shall have received and be satisfied with final
versions of all documentation to be executed in connection with the Subsidiary
Trust Transaction; and

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

         Section 6. Conditions to Effectiveness of the Commitments. The
effectiveness of Section 4 of this Amendment shall be subject to the
satisfaction in full of each of the conditions precedent set forth in this
Section 6 (the date on which all such conditions have been satisfied being
herein called the "Commitment Increase Effective Date"):

                  (A) on or before January 7, 2002, the Agent shall have
received an Assumption Agreement (in form of Appendix B hereto), duly executed
by WestLB; and

                  (B) on or before January 7, 2002, the Agent shall have
received a new Revolving Credit Note and Term Note executed by the Borrower for
WestLB in the face amount of $24,062,500 and $10,937,500, respectively.

         Section 7. Representations and Warranties. Each Credit Party represents
and warrants that:

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

                  (B) after giving effect to this Amendment, no Event of Default
or Default will have occurred and be continuing on and as of the date hereof.

         Section 8. Fees. In consideration for the Lenders and the Agent
entering into the Amendment, on the Covenant Effective Date, the Borrowers agree
to pay the Agent for the account of each of the Lenders who executes this
Amendment prior to the consummation of the Subsidiary Trust Transaction a fee
equal to 0.025% of the aggregate Commitment of each Lender under the Credit
Agreement.

         Section 9. Covenants of the Borrower. The Borrower hereby covenants
that (i) it shall use the proceeds of the Subsidiary Trust Transaction as set
forth in Schedule 2.3 of the Securities Purchase Agreement dated as of the Trust
Issue Date among the Borrower, Crown Media Trust and the Investors set forth
therein, (ii) it shall promptly following execution of all documentation
executed in connection with the Subsidiary Trust Transaction, deliver execution



                                       8
<PAGE>

copies thereof certified by and officer of the Borrower and (iii) it shall pay
the Agent the fees set forth in Section 8 hereof on January 7, 2002.

         Section 10. Consummation of Subsidiary Trust Transaction. In the event
that the Subsidiary Trust Transaction has not been consummated by December 31,
2001, Section 2 and clause (i) of Section 3 of this Amendment shall be deemed to
be void ab initio and shall be of no further force or effect.

         Section 11. 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 reasonably deems
necessary to effect the purposes of this Amendment.

         Section 12. Fundamental Documents. This Amendment is designated a
Fundamental Document by the Agent.

         Section 13. 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 14. APPLICABLE LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

         Section 15. 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 16. Expenses. The Borrowers agree 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 17. 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.





                                       9
<PAGE>

                  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/ William J. Aliber
                                   --------------------------------------------
                                Name: William J. Aliber
                                Title: Chief Financial Officer

                                GUARANTORS:

                                CROWN MEDIA INTERNATIONAL, INC.
                                CROWN MEDIA INTERNATIONAL (SINGAPORE) INC.
                                CROWN ENTERTAINMENT LIMITED
                                CROWN MEDIA DISTRIBUTION, LLC
                                CROWN MEDIA INTERNATIONAL (HK) LIMITED
                                HEN LLC
                                HEN (L) LTD.
                                HM HOLDINGS OF DELAWARE LLC
                                CROWN MEDIA UNITED STATES LLC
                                HM INTERMEDIARY LLC
                                CITI TEEVEE LLC
                                DOONE CITY PICTURES LLC
                                HALLMARK INDIA PRIVATE LIMITED



                                By /s/ William J. Aliber
                                   --------------------------------------------
                                Name: William J. Aliber
                                Title:


                                LENDERS:

                                JPMORGAN CHASE BANK (f/k/a
                                The Chase Manhattan Bank),
                                individually and as Issuing
                                Bank and Agent



                                By  /s/ Garrett J. Verdone
                                   --------------------------------------------
                                Name: Garrett J. Verdone
                                Title: Senior Vice President



                                       10
<PAGE>

                                BANK OF AMERICA, N. A.



                                By
                                   --------------------------------------------
                                Name:
                                Title:

                                CREDIT SUISSE FIRST BOSTON



                                By /s/ David L. Sawyer
                                   --------------------------------------------
                                Name: David L. Sawyer
                                Title: Vice President

                                By /s/ Bill O'Daly
                                   --------------------------------------------
                                Name: Bill O'Daly
                                Title: Vice President

                                CITICORP USA, INC.



                                By /s/ Robert Park
                                   --------------------------------------------
                                Name: Robert Park
                                Title: MD

                                DEUTSCHE BANK AG NEW YORK BRANCH



                                By
                                   --------------------------------------------
                                Name:
                                Title:

                                ROYAL BANK OF CANADA

                                By /s/ Barbara Meijer
                                Name: Barbara Meijer
                                Title: Managing Director


                                ABN AMRO



                                By
                                   --------------------------------------------
                                Name:
                                Title:




                                       11
<PAGE>

                                BANK ONE, N.A. (Main Office Chicago)



                                By /s/ Suzanne Ergastolo
                                   ---------------------
                                Name: Suzanne Ergastolo
                                Title: Vice President




                                       12