Amended and Restated Employment AgreementEmployment Agreement • November 9th, 2007 • RHI Entertainment, Inc. • Services-motion picture & video tape production • New York
This Amended and Restated Employment Agreement (the “Agreement”), entered into on November 8, 2007 and effective as of the Effective Date (as defined in Section 2(b)), is made by and between Hallmark Entertainment, LLC, a Delaware limited liability company which following its merger with HEI Acquisition, LLC shall be renamed RHI Entertainment, LLC (together with any successor thereto, the “Company”), and Robert Halmi, Jr. (the “Executive”).
MEMBERSHIP UNIT SUBSCRIPTION AGREEMENTMembership Unit Subscription Agreement • August 7th, 2008 • RHI Entertainment, Inc. • Services-motion picture & video tape production • Delaware
THIS MEMBERSHIP UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made and entered into as of June 23, 2008, by and among RHI Entertainment, Inc., a Delaware corporation (“RHI Inc.”), KRH Investments LLC, a Delaware limited liability company (formerly RHI Entertainment Holdings, LLC, “KRH”), and RHI Entertainment Holdings II, LLC, a Delaware limited liability company (“Holdings II”).
TAX RECEIVABLE AGREEMENTTax Receivable Agreement • August 7th, 2008 • RHI Entertainment, Inc. • Services-motion picture & video tape production • Delaware
This TAX RECEIVABLE AGREEMENT (this “Agreement”) is dated as of June 23, 2008, by and among RHI Entertainment, Inc., a Delaware corporation (the “Corporation”), RHI Entertainment Holdings II, LLC, a Delaware limited liability company (“Holdings II”) and KRH Investments LLC, a Delaware limited liability company (“KRH”).
RHI ENTERTAINMENT HOLDINGS II, LLC AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT DATED AS OF JUNE 23, 2008Limited Liability Company Operating Agreement • August 7th, 2008 • RHI Entertainment, Inc. • Services-motion picture & video tape production • Delaware
This Amended and Restated Limited Liability Company Operating Agreement (this “Agreement”) of RHI Entertainment Holdings II, LLC, a Delaware limited liability company (the “Company”), is made and entered into as of June 23, 2008, by and among each of the parties hereto and amends and restates in full that certain Limited Liability Company Agreement of RHI Entertainment Holdings II, LLC, dated as of September 6, 2007.
RHI Entertainment, Inc. 12,500,000 Shares of Common Stock Underwriting AgreementRHI Entertainment, Inc. • May 30th, 2008 • Services-motion picture & video tape production • New York
RHI Entertainment, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (each, an “Underwriter” and, collectively, the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 12,500,000 shares of common stock, par value $ 0.01 per share, of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 1,875,000 shares of common stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of common stock of the Company to be outstanding after giving effect to the sale of the Shares are herein referred to as the “Stock”.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 7th, 2008 • RHI Entertainment, Inc. • Services-motion picture & video tape production • Delaware
This Registration Rights Agreement (this “Agreement”) is entered into as of June 23, 2008 between RHI Entertainment, Inc., a Delaware corporation (the “Corporation”), and KRH Investments LLC, a Delaware limited liability company (“KRH”). The Corporation and KRH are parties to the Limited Liability Company Operating Agreement of RHI Entertainment Holdings II, LLC (“Holdings II”), dated June 23, 2008 (the “LLC Agreement”).
DIRECTOR DESIGNATION AGREEMENTDirector Designation Agreement • June 13th, 2008 • RHI Entertainment, Inc. • Services-motion picture & video tape production • Delaware
THIS DIRECTOR DESIGNATION AGREEMENT dated as of June [ ], 2008 (this “Agreement”), is entered into by and between RHI Entertainment, Inc., a Delaware corporation (“RHI Inc.”) and KRH Investments LLC, a Delaware limited liability company (“KRH”).
CREDIT, SECURITY, GUARANTY AND PLEDGE AGREEMENT Dated as of June 23, 2008 among RHI ENTERTAINMENT, LLC as Borrower, THE GUARANTORS REFERRED TO HEREIN, THE LENDERS REFERRED TO HEREIN and JPMORGAN CHASE BANK, N.A., as Administrative Agent J.P. MORGAN...Credit, Security, Guaranty and Pledge Agreement • August 7th, 2008 • RHI Entertainment, Inc. • Services-motion picture & video tape production
ASSIGNMENT OF INTERCREDITOR AGREEMENTSIntercreditor Agreement • February 16th, 2010 • RHI Entertainment, Inc. • Services-motion picture & video tape production
THIS ASSIGNMENT OF INTERCREDITOR AGREEMENTS (this “Agreement”) is made as of February 12, 2010, by and between JPMORGAN CHASE BANK, N.A. (“JPMCB”), as administrative agent to the Second Lien Credit Agreement (as defined below) (in such capacity, the “Existing Second Lien Agent”), in favor of Wilmington Trust FSB (“Wilmington”), as successor administrative agent to the Second Lien Credit Agreement (in such capacity, the “Successor Second Lien Agent”); acknowledged and agreed to by the parties signatory hereto (collectively, the “Parties”).
Employment AgreementEmployment Agreement • May 2nd, 2008 • RHI Entertainment, Inc. • Services-motion picture & video tape production • New York
This Employment Agreement (the “Agreement”), entered into on January 15, 2008, and effective as of the Effective Date (as defined in Section 2(b)), is made by and between RHI Entertainment, LLC (together with any predecessor or successor thereto, the “Company”) and Henry S. Hoberman (the “Executive”).
FORBEARANCE AGREEMENTForbearance Agreement • December 24th, 2009 • RHI Entertainment, Inc. • Services-motion picture & video tape production • New York
FORBEARANCE AGREEMENT, dated as of December 23, 2009 (as amended or modified from time to time, this “Agreement”), among RHI Entertainment, LLC (the “Borrower”), its subsidiaries party to the Credit Agreement described below as Guarantors (the “Guarantors”, and together with the Borrower, the “Credit Parties”), RHI Entertainment Holdings II, LLC (the “Parent”), the Lenders party to the Credit Agreement described below (the “Lenders”) and JPMorgan Chase Bank, N.A., as Administrative Agent for the Lenders (in such capacity, the “Agent”) and as Issuing Bank.
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • November 9th, 2007 • RHI Entertainment, Inc. • Services-motion picture & video tape production
This Amended and Restated Employment Agreement (the “Employment Agreement”) is made as of November 8, 2007, between Hallmark Entertainment LLC, a Delaware limited liability company (“Employer”), and Anthony Guido (“Employee”).
AMENDMENT NO. 2 TO FORBEARANCE AGREEMENTForbearance Agreement • March 11th, 2010 • RHI Entertainment, Inc. • Services-motion picture & video tape production • New York
AMENDMENT NO. 2, dated as of February 26, 2010 (this “Amendment”), among RHI Entertainment, LLC (the “Borrower”), its subsidiaries party to the Credit Agreement described below as Guarantors (the “Guarantors”, and together with the Borrower, the “Credit Parties”), RHI Entertainment Holdings II, LLC (the “Parent”), the Lenders signatory hereto and JPMorgan Chase Bank, N.A., as Administrative Agent for the Lenders (in such capacity, the “Agent”) and as Issuing Bank to the FORBEARANCE AGREEMENT described below.
AMENDMENT NO. 4 dated as of March 2, 2009 (this “Amendment”) to the Credit, Security, Guaranty and Pledge Agreement, dated as of January 12, 2006, as amended and restated as of April 13, 2007, among RHI Entertainment, LLC (the “Borrower”), Parent, the...RHI Entertainment, Inc. • March 5th, 2009 • Services-motion picture & video tape production • New York
WHEREAS, the Lenders have made available to the Borrower certain credit facilities pursuant to the terms of the Credit Agreement.
ContractRHI Entertainment, Inc. • May 30th, 2008 • Services-motion picture & video tape production • New York
AMENDMENT NO. 2 dated as of May 29, 2008 (this “Amendment”) to the Credit, Security, Guaranty and Pledge Agreement, dated as of January 12, 2006, as amended and restated as of April 13, 2007, among RHI Entertainment, LLC (the “Borrower”), the Guarantors referred to therein, the Lenders referred to therein and JPMorgan Chase Bank, N.A., as Issuing Bank and as Administrative Agent for the Lenders (the “Administrative Agent”) (as the same has been amended, supplemented or otherwise modified from time to time prior to this Amendment, the “Credit Agreement”).
AMENDED AND RESTATED INTERCREDITOR AGREEMENTAmended and Restated Intercreditor Agreement • September 14th, 2007 • RHI Entertainment, Inc. • New York
Amended and Restated Intercreditor Agreement (this “Agreement”) dated as of April 13, 2007, among JPMorgan Chase Bank, N.A. as administrative agent and collateral agent (in such capacity, with its successors and assigns, the “First Priority Representative”) for the First Priority Secured Parties (as defined below), JPMorgan Chase Bank, N.A., as administrative and collateral agent (in such capacity, with its successors and assigns, the “Second Priority Representative”) for the Second Priority Secured Parties (as defined below), RHI Entertainment, LLC, a limited liability company organized under the Delaware Limited Liability Company Act (the “Borrower”, and collectively with the Guarantors defined herein and each direct or indirect affiliate or shareholder (or equivalent) of the Borrower or any of its affiliates that is now, or hereafter becomes a party to, any First Priority Document or Second Priority Document as a “borrower” or a “guarantor”, the “Credit Parties”) and RHI Entertainme
REPLACEMENT AMENDED AND RESTATED INTERCREDITOR AGREEMENTIntercreditor Agreement • August 7th, 2008 • RHI Entertainment, Inc. • Services-motion picture & video tape production • New York
Replacement Amended and Restated Intercreditor Agreement (this “Agreement”) dated as of June 23, 2008, among JPMorgan Chase Bank, N.A. as administrative agent and collateral agent (in such capacity, with its successors and assigns, the “First Priority Representative”) for the First Priority Secured Parties (as defined below), JPMorgan Chase Bank, N.A., as administrative and collateral agent (in such capacity, with its successors and assigns, the “Second Priority Representative”) for the Second Priority Secured Parties (as defined below), RHI Entertainment, LLC, a limited liability company organized under the Delaware Limited Liability Company Act (the “Borrower”, and collectively with the Guarantors defined herein and each direct or indirect affiliate or shareholder (or equivalent) of the Borrower or any of its affiliates that is now, or hereafter becomes a party to, any First Priority Document or Second Priority Document as a “borrower” or a “guarantor”, the “Credit Parties”), KRH Inv
ContractRHI Entertainment, Inc. • August 7th, 2008 • Services-motion picture & video tape production • New York
AMENDMENT NO. 1 dated as of August 7, 2008 (this “Amendment”) to the Credit, Security, Guaranty and Pledge Agreement, dated as of June 23, 2008, among RHI Entertainment, LLC (the “Borrower”), the Guarantors referred to therein, the Lenders referred to therein and JPMorgan Chase Bank, N.A., as Administrative Agent for the Lenders (in such capacity, the “Administrative Agent”) (as the same has been amended, supplemented or otherwise modified from time to time prior to this Amendment, the “Credit Agreement”).
CREDIT, SECURITY, GUARANTY AND PLEDGE AGREEMENT Dated as of January 12, 2006 as Amended and Restated as of April 13, 2007 among RHI ENTERTAINMENT, LLC as Borrower, THE GUARANTORS REFERRED TO HEREIN, THE LENDERS REFERRED TO HEREIN and JPMORGAN CHASE...Credit, Security, Guaranty and Pledge Agreement • September 14th, 2007 • RHI Entertainment, Inc.
REORGANIZATION AGREEMENTReorganization Agreement • September 14th, 2007 • RHI Entertainment, Inc. • New York
THIS REORGANIZATION AGREEMENT, dated as of September 14, 2007 (this “Agreement”), is among RHI Entertainment, Inc., a Delaware corporation (“RHI Inc.”), RHI Entertainment Holdings, LLC, a Delaware limited liability company (“Holdings”), and RHI Entertainment Holdings II, LLC, a Delaware limited liability company (“Holdings II”). Certain terms used in this Agreement are defined in Section 1.1.
DIRECTOR DESIGNATION AGREEMENTDirector Designation Agreement • August 7th, 2008 • RHI Entertainment, Inc. • Services-motion picture & video tape production • Delaware
THIS DIRECTOR DESIGNATION AGREEMENT dated as of June 23, 2008 (this “Agreement”), is entered into by and between RHI Entertainment, Inc., a Delaware corporation (“RHI Inc.”) and KRH Investments LLC, a Delaware limited liability company (“KRH”).
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • December 12th, 2008 • RHI Entertainment, Inc. • Services-motion picture & video tape production
THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (the “Amendment”) is entered into by and between RHI Entertainment, LLC (together with any predecessor or successor thereto, the “Company”) and Peter von Gal (“the “Executive”), as of December 10, 2008.
RHI Entertainment Holdings, LLC RHI Entertainment, LLCRHI Entertainment, Inc. • October 19th, 2007 • Services-motion picture & video tape production • New York
In consideration of the Kelso Group’s providing the foregoing services, RHI Holdings or RHI will pay to Kelso (i) a fee of $6,000,000 in cash, which amount shall be paid on the Closing Date (as defined in the Purchase and Sale Agreement, dated as of November 29, 2005, by and among HEI Acquisition, LLC, Hallmark Entertainment, LLC and Hallmark Cards, Incorporated (the “Purchase Agreement”)), (ii) an annual advisory fee (the “Annual Advisory Fee”) of $600,000 payable quarterly in advance on January 1, April 1, July 1 and October 1 (or the first business day following each such date), provided that the first payment shall be due on the Closing Date (as defined in the Purchase Agreement) and shall be in an amount pro-rated for the period from the Closing Date to the end of the then current fiscal quarter and (iii) such other fees (which may include advisory fees or transaction-based fees) as the Board of Managers (including the affirmative vote of Robert Halmi Jr. or his successor) of RHI
CREDIT AGREEMENT Dated as of May 8, 2008 among RHI ENTERTAINMENT HOLDINGS, LLC as Borrower, THE LENDERS REFERRED TO HEREIN and JPMORGAN CHASE BANK, N.A. as Administrative Agent J.P. MORGAN SECURITIES INC. as Sole Bookrunner and Sole Lead ArrangerCredit Agreement • May 30th, 2008 • RHI Entertainment, Inc. • Services-motion picture & video tape production
AGREEMENT AND GENERAL RELEASEAgreement and General Release • May 2nd, 2008 • RHI Entertainment, Inc. • Services-motion picture & video tape production • New York
RHI Entertainment (“RHI”) and Anthony Guido, his heirs, executors, administrators, successors, and assigns (collectively referred to throughout this Agreement as “Employee”), enter into this Agreement and General Release which supersedes Employee’s November 8, 2007 Amended and Restated Employment Agreement with RHI, which shall be null and void as of February 25, 2008, and agree as follows:
Employment AgreementEmployment Agreement • September 14th, 2007 • RHI Entertainment, Inc. • New York
This Employment Agreement (the “Agreement”), entered into on January 12, 2006 and effective as of the Effective Date (as defined in Section 2(b)), is made by and between Hallmark Entertainment, LLC, a Delaware limited liability company which following its merger with HEI Acquisition, LLC shall be renamed RHI Entertainment, LLC (together with any successor thereto, the “Company”), and Robert Halmi, Jr. (the “Executive”).
ContractIntercreditor Agreement • November 9th, 2007 • RHI Entertainment, Inc. • Services-motion picture & video tape production • New York
AMENDMENT NO. 1 dated as of October 12, 2007 (this “Amendment”) to the Credit, Security, Guaranty and Pledge Agreement, dated as of January 12, 2006, as amended and restated as of April 13, 2007, among RHI Entertainment, LLC (the “Borrower”), the Guarantors referred to therein, the Lenders referred to therein and JPMorgan Chase Bank, N.A., as Issuing Bank and as Administrative Agent for the Lenders (the “Administrative Agent”) (as the same has been amended, supplemented or otherwise modified from time to time prior to this Amendment, the “Credit Agreement”).
February 6, 2009 Mr. Jeffrey F. Sagansky 53 East 80th Street New York, NY 10021 Re: Non-Executive Chairman of the Board Dear Jeff:Letter Agreement • February 9th, 2009 • RHI Entertainment, Inc. • Services-motion picture & video tape production • New York
This letter agreement (the “Agreement”) confirms the understanding reached between you and RHI Entertainment, Inc., a Delaware corporation (the “Company”) regarding the terms of your services with the Company and its affiliates.
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • December 12th, 2008 • RHI Entertainment, Inc. • Services-motion picture & video tape production
THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (the “Amendment”) is entered into by and between RHI Entertainment, LLC (together with any predecessor or successor thereto, the “Company”) and Robert Halmi, Jr. (“the “Executive”), as of December 10, 2008.
CONFIDENTIAL DIGITAL VIDEO DOWNLOAD SALES AGREEMENTDigital Video Download Sales Agreement • October 19th, 2007 • RHI Entertainment, Inc. • Services-motion picture & video tape production • California
This Agreement (as hereinafter defined) is by and between Apple Inc. (“APPLE”), having its principal place of business at 1 Infinite Loop, Cupertino, California 95014, and RHI Entertainment Distribution, LLC (“SUPPLIER”), having its principal place of business at 1325 Avenue of the Americas, New York, New York 10019, and is entered into as of the date this Agreement set forth below and is effective once signed by both APPLE and SUPPLIER (the “Effective Date”).
SETTLEMENT AGREEMENT AND RELEASESettlement Agreement and Release • August 12th, 2009 • RHI Entertainment, Inc. • Services-motion picture & video tape production • New York
This settlement agreement and release (the “Settlement Agreement and Release”) dated as of July 15, 2009, is made by and between ION Media Networks, Inc. (“ION”) and RHI Entertainment Distribution, LLC (“RHI”).
CO-PRODUCTION AND DISTRIBUTION AGREEMENTCo-Production and Distribution Agreement • October 19th, 2007 • RHI Entertainment, Inc. • Services-motion picture & video tape production
THIS AGREEMENT (“Agreement”) is dated as of May 1, 2007 and is entered into between Genius Products, LLC, a Delaware limited liability company, whose principal office is located at 2230 Broadway, Santa Monica, California 90404 (“Genius”), and RHI Entertainment Distribution, LLC, 1325 Avenue of the Americas, 21st Floor, New York, NY 10019 (“RHI”). All capitalized terms not defined herein are defined in that certain Distribution Term Sheet Agreement entered into between Genius and RHI and dated as of November 9, 2006, as amended as of November 29, 2006 and as of December 21, 2006 (collectively, “Distribution Agreement”), certain portions of which are attached for reference hereto as Exhibit B.
Employment AgreementEmployment Agreement • September 14th, 2007 • RHI Entertainment, Inc. • New York
This Employment Agreement (the “Agreement”), entered into on January 12, 2006 and effective as of the Effective Date (as defined in Section 2(b)), is made by and between Hallmark Entertainment, LLC, a Delaware limited liability company which following its merger with HEI Acquisition, LLC shall be renamed RHI Entertainment, LLC (together with any successor thereto, the “Company”), and Peter von Gal (the “Executive”).
AMENDMENT NO. 1 TO FORBEARANCE AGREEMENTForbearance Agreement • March 11th, 2010 • RHI Entertainment, Inc. • Services-motion picture & video tape production • New York
AMENDMENT NO. 1, dated as of February 26, 2010 (this “Amendment”), among RHI Entertainment, LLC (the “Borrower”), its subsidiaries party to the Credit Agreement described below as Guarantors (the “Guarantors”, and together with the Borrower, the “Credit Parties”), RHI Entertainment Holdings II, LLC (the “Parent”), the Lenders party to the Credit Agreement described below (the “Lenders”) and Wilmington Trust FSB, as successor to JPMorgan Chase Bank, N.A., as Administrative Agent for the Lenders (in such capacity, the “Agent”) to the FORBEARANCE AGREEMENT described below.
AMENDMENT NO. 1 TO FORBEARANCE AGREEMENTForbearance Agreement • January 28th, 2010 • RHI Entertainment, Inc. • Services-motion picture & video tape production • New York
AMENDMENT NO. 1, dated as of January 22, 2010 (this “Amendment”), among RHI Entertainment, LLC (the “Borrower”), its subsidiaries party to the Credit Agreement described below as Guarantors (the “Guarantors”, and together with the Borrower, the “Credit Parties”), RHI Entertainment Holdings II, LLC (the “Parent”), the Lenders signatory hereto and JPMorgan Chase Bank, N.A., as Administrative Agent for the Lenders (in such capacity, the “Agent”) and as Issuing Bank to the FORBEARANCE AGREEMENT described below.
