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.
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”).
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
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”).
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”).
