0001104659-06-065508 Sample Contracts

INTERCREDITOR AGREEMENT
Intercreditor Agreement • October 6th, 2006 • Crown Media Holdings Inc • Cable & other pay television services • New York

This Intercreditor Agreement dated as of October 3, 2006 (the “Agreement”) is by and among Hallmark Cards, Incorporated (“Hallmark”), Crown Media Holdings, Inc. and C M Intermediary, LLC (collectively “Crown”), Crown Media Distribution, LLC (“CMD”) and RHI Enterprises, LLC (“Buyer”). Unless otherwise defined herein, all other capitalized terms used herein shall have the meanings given in the Library Agreement.

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PURCHASE AND SALE AGREEMENT Dated as of October 3, 2006 by and among CROWN MEDIA HOLDINGS, INC., CROWN MEDIA DISTRIBUTION, LLC and RHI ENTERPRISES, LLC
Purchase and Sale Agreement • October 6th, 2006 • Crown Media Holdings Inc • Cable & other pay television services • New York

THIS PURCHASE AND SALE AGREEMENT is made and entered into as of October 3, 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 (the “Company”), and RHI Enterprises, LLC, a Delaware limited liability company (“Buyer”).

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