exv10w1






Exhibit 10.1




Execution Version




SUCCESSOR AGENT AGREEMENT

AND

SECOND AMENDMENT TO CREDIT, SECURITY, GUARANTY AND PLEDGE AGREEMENT




     This SUCCESSOR AGENT AGREEMENT AND SECOND AMENDMENT TO CREDIT, SECURITY, GUARANTY, AND
PLEDGE AGREEMENT (this “Agreement”) is dated as of February 12, 2010 (the
“Effective Date”) by and among WILMINGTON TRUST FSB (“Wilmington” or the
“Successor Agent”), JPMORGAN CHASE BANK, N.A. (“JPMorgan Chase”), in its
capacity as Administrative Agent (as defined in the Credit Agreement described below) (in
such capacity, the “Existing Agent”), RHI Entertainment, LLC, a Delaware limited
liability company (the “Borrower”), RHI Entertainment Holdings II, LLC, a Delaware limited
liability company (“Parent”), the subsidiaries of the Borrower party hereto (the
“Guarantors”) and Lenders constituting the Required Lenders (as defined in the
Credit Agreement described below) identified on the signature pages hereto.



     WHEREAS, the Borrower, Parent, the Guarantors, the financial institutions or entities
from time to time parties thereto as lenders (collectively, the “Lenders”) and JPMorgan
Chase, as the administrative agent, entered into that certain Credit, Security, Guaranty
and Pledge Agreement, dated as of June 23, 2008 (as amended, supplemented, amended and
restated or otherwise modified from time to time, the “Credit Agreement”);



     WHEREAS, the Existing Agent resigned as Administrative Agent pursuant to that certain
resignation letter dated December 9, 2009 in accordance with Section 12.11 of the Credit
Agreement;



     WHEREAS, pursuant to Section 12.11 of the Credit Agreement, none of the Lenders wish
to act as the successor Administrative Agent under the Credit Agreement and the other
Fundamental Documents (as defined in the Credit Agreement);



     WHEREAS, pursuant to Section 12.11 of the Credit Agreement, the Required Lenders
desire to appoint Wilmington to act as the successor Administrative Agent under the Credit
Agreement and the other Fundamental Documents; and



     WHEREAS, the Borrower approves the Required Lenders’ appointment of Wilmington as the
successor Administrative Agent under the Credit Agreement and the other Fundamental
Documents;



     NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged by each of the parties hereto, the parties hereto, intending
to be legally bound, hereby agree as follows:



     1. Definitions. Capitalized terms not otherwise defined herein (including in the
Recitals hereto) shall have the meanings ascribed to them in the Credit Agreement.



     2. Acknowledgement and Consent. Pursuant to Section 12.11 of the Credit Agreement,
the Borrower and each Required Lender hereby acknowledges that Wilmington’s appointment as
successor Administrative Agent under the Credit Agreement and the other Fundamental
Documents is reasonably acceptable to such Borrower and Required Lender. Furthermore,
pursuant to Section 12.11 of the Credit Agreement, each Required Lender hereby consents to
Wilmington’s appointment as successor Administrative Agent under the Credit Agreement and
the other Fundamental
Documents.



     3. Resignation and Appointment of Agent. Pursuant to Section 12.11 of the Credit
Agreement (a) the Existing Agent’s resignation as the Administrative Agent is hereby
effective and the Required Lenders hereby accept the resignation of JPMorgan Chase as
Administrative Agent under the



 









 




Credit Agreement and the other Fundamental Documents and (b) the Required Lenders hereby appoint
Wilmington to act as the successor Administrative Agent under the Credit Agreement and the other
Fundamental Documents, in each case, effective as of the Effective Date. As of the Effective Date,
the Successor Agent hereby accepts, and the Borrower approves, the appointment to act as the
Administrative Agent under the Credit Agreement and the other Fundamental Documents. The Required
Lenders and the Borrower waive any inconsistency or conflict with the provisions in Section 12.11
of the Credit Agreement with respect to the resignation of JPMorgan Chase as Administrative Agent
and the appointment of Wilmington as the Administrative Agent. Each of the parties hereto agrees
to execute all documents necessary to evidence the appointment of Wilmington as the successor
Administrative Agent.




     4. Rights, Duties and Obligations. Notwithstanding anything to the contrary in the
Credit Agreement or the other Fundamental Documents, as of the Effective Date (a) the
Successor Agent is hereby vested with all the rights, powers, discretion and privileges of
the Existing Agent, as described in the Fundamental Documents, and the Successor Agent
assumes from and after the Effective Date the obligations, all of the responsibilities and
duties of the Existing Agent, in accordance with the terms of the Fundamental Documents and
(b) the Existing Agent is discharged from all of its duties and obligations as the
Administrative Agent under the Fundamental Documents. Nothing in this Agreement shall be
deemed a termination of the provisions of any Fundamental Document (including, without
limitation, Articles 12 and 13 of the Credit Agreement) that survive the Existing Agent’s
resignation pertaining to JPMorgan Chase in its capacity as Administrative Agent. The
Borrower and the Required Lenders expressly agree and acknowledge that the Successor Agent
is not assuming any liability (i) under or related to the Fundamental Documents prior to
the Effective Date and (ii) for any and all claims under or related to the Fundamental
Documents that may have arisen or accrued prior to the Effective Date. Each of the
Borrower and the Required Lenders, with respect to their applicable indemnification
obligations under the Fundamental Documents, expressly agrees and confirms that the
Successor Agent’s right to indemnification, as set forth in the Fundamental Documents,
shall apply with respect to any and all losses, claims, costs and expenses that the
Successor Agent suffers, incurs or is threatened with relating to actions taken or omitted
by any of the Parties to this Agreement prior to the Effective Date. The parties hereto
agree that nothing herein shall be deemed to constitute a transfer by JPMorgan Chase of any
of its rights or obligations as First Lien Agent under any of the Fundamental Documents (as
defined in the First Lien Agreement), or impose on First Lien Agent any obligations to
share any information received by JPMorgan Chase in its capacity as First Lien Agent or to
take any other action in its capacity as First Lien Agent.



     5. Certification. The Existing Agent hereby certifies the following as of the Effective
Date:



          (a) Current Lenders. The accuracy of the list of the Lenders and the
outstanding principal amount of the Loans owing to each such Lender under the
Credit Agreement delivered by the Existing Agent to the Successor Agent.




          (b) Loan Status. Schedule I sets forth (i) the outstanding principal amount
of, and accrued interest payable on, the Loans as of February 12, 2010 and (ii) any
other fees, charges and expenses due and payable to the Existing Agent or the
Lenders as of February 12, 2010.




          (c) Fundamental Documents. Schedule II is a list of the Fundamental Documents
delivered to the Successor Agent on or prior to the date hereof, and as of the date
hereof there have been no amendments, supplements or consents to such Fundamental
Documents, to which the Existing Agent has knowledge or is a party, except as set
forth in Schedule II or Schedule III.




          (d) Defaults, Waivers, Reservation of Rights. Except as set forth on Schedule IV, the
Existing Agent has not (i) received any notice of Default under Section 5.4 of the Credit
Agreement,





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(ii) executed any waiver of any Default under the Credit Agreement or the other Fundamental
Documents or (iii) sent any letters or notices to the Borrower purporting to reserve any of its
rights under the Credit Agreement or the other Fundamental Documents.




     6. Covenants of Existing Agent. The Existing Agent covenants and agrees that it will,
in each case at the Borrower’s expense: (a) deliver, or cause to be delivered, promptly to
the Successor Agent execution versions of the Credit Agreement and the other Fundamental
Documents listed on Schedule II and Schedule III, provided that the Existing Agent will
deliver executed originals of such documents if such documents are readily available to the
Existing Agent and the Successor Agent reasonably deems it is necessary to have such an
executed original in its possession, (b) use commercially reasonable efforts to deliver, or
cause to be delivered, promptly to the Successor Agent, copies of any written notices,
financial statements and other written requests delivered by the Borrower, in accordance
with the notice provisions in Section 13.1 of the Credit Agreement, to the Existing Agent
under Sections 5.1 (other than clauses (f), (g), (j), (k) and (l) thereof), 5.4(a), 5.7,
5.17, 5.19, and 5.26 of the Credit Agreement received by the Existing Agent, in each case,
to the extent such notices, statements or requests have not already been delivered to the
Lenders, (c) execute all documents as may be reasonably requested by the Successor Agent to
transfer and/or assign the rights and privileges of the Existing Agent under the
Fundamental Documents to the Successor Agent and (d) take all actions reasonably requested
by the Successor Agent or its representatives to facilitate the transfer of information to
the Successor Agent in connection with the Fundamental Documents. The Borrower hereby
consents to all actions taken by the Existing Agent and the Successor Agent pursuant to
this Agreement, including the immediately preceding sentence, and acknowledges that any
action taken by the Existing Agent in connection herewith shall be subject to the
provisions of Section 13.5 of the Credit Agreement. The Successor Agent acknowledges that
the Existing Agent has, as of the Effective Date, caused to be delivered to the Successor
Agent execution versions of the Fundamental Documents listed on Schedule II and Schedule
III to satisfy clause (a) of this Section 6. It is the intention and understanding of the
Existing Agent and the Successor Agent that any exchange of information under this Section
6 that is otherwise protected against disclosure by privilege, doctrine or rule of
confidentiality (such information, “Privileged Information”) (i) will not waive any
applicable privilege, doctrine or rule of protection from disclosure, (ii) will not
diminish the confidentiality of the Privileged Information and (iii) will not be asserted
as a waiver of any such privilege,
doctrine or rule by the Existing Agent or the Successor Agent.



     7. Fees and Expenses. All fees and expenses incurred by the Existing Agent prior to
the date hereof have been paid in full by the Borrower. Commencing on the Effective Date,
(a) the Successor Agent shall be entitled to receive its agency fees and expenses set forth
in that certain fee letter, dated as of February 12, 2010, between the Borrower and the
Successor Agent and (b) the Existing Agent shall cease to be entitled to receive the
administrative agent fees provided by the Credit Agreement, provided that the Existing
Agent shall remain entitled to receive any accrued and unpaid administrative agent fees and
expenses owed to it pursuant to the Fundamental Documents. All other provisions of the
Credit Agreement providing for the payment of fees and expenses of, and providing
indemnities for the benefit of, the Existing Agent shall remain in full force and effect
for the benefit of the Successor Agent. In addition, the Borrower agrees to pay all
out-of-pocket costs and expenses of the Successor Agent (including, without limitation, any
legal fees) reasonably incurred by it in connection with the negotiation, preparation,
execution and delivery of this Agreement and any related documents. Notwithstanding
anything herein to the contrary, JPMorgan Chase agrees to pay to the Successor Agent $17,
945.03 within two (2) Business Days of the Effective Date, which amount will consist of all
fees that have been paid to the Existing Agent by the Borrower for services to be provided
by the Existing Agent under the Fundamental Documents for time periods that have yet to
accrue. Notwithstanding anything to the contrary herein, the Borrower will pay on demand
all fees and reasonable and documented out-of-pocket expenses of the Existing Agent and the
reasonable fees and disbursements of Morgan Lewis & Bockius,



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LLP, counsel for the Existing Agent (and, to the extent necessary, one local counsel per
jurisdiction), in negotiation, preparing and executing this Agreement and implementing it.




     8. Amendments to Fundamental Documents.



          (a) General. The parties hereby agree and acknowledge that, from and after the
Effective Date, Wilmington shall be, and shall be deemed to be, the Administrative Agent
under the Credit Agreement and the other Fundamental Documents. In furtherance of the
foregoing, from and after the Effective Date all defined terms referencing JPMorgan Chase
as the Administrative Agent in the Credit Agreement and the other Fundamental Documents (in
each case as such references relate to the Credit Agreement) are hereby amended to
reference Wilmington (as successor to JPMorgan Chase) as the Administrative Agent
thereunder.




          (b) Amendment to Section 1.1 of the Credit Agreement. The parties hereby agree that
the following definition is hereby amended and restated to read as follows:





          “‘Administrative Agent’ shall mean Wilmington Trust FSB (as successor
to JPMorgan Chase Bank, N.A.), together with its branches and affiliates,
in its capacity as the administrative agent for the Lenders under this
Credit Agreement and the other Fundamental Documents, together with any
successor administrative agent as may be appointed pursuant to Section
12.11 hereof.”



          (c) Amendment to Section 5.22 of the Credit Agreement. The parties agree that
Section 5.22 of the Credit Agreement is restated in its entirety to read as follows:





          “SECTION 5.22 JPMorgan Chase Control Agreements. The Credit Parties shall
cause Account Control Agreements to be delivered to the Administrative Agent with
respect to each deposit account of any Credit Party with JPMorgan Chase, as
depository institution, that has a balance equal to or greater than $25,000,
provided, however, the Credit Parties’ obligation to comply with this covenant
shall commence on February 25, 2010 and continue thereafter.”



          (d) Amendment to Section 13.1 of the Credit Agreement. The parties agree that Section
13.1(ii) of the Credit Agreement is amended by deleting such Section 13.1(ii) in its entirety and
substituting in lieu thereof the following:





     “(ii) if to Administrative Agent or to Wilmington Trust FSB, to
Wilmington Trust FSB, 50 South Sixth Street, Suite 1290, Minneapolis, MN
55402, Attention: Renee Kuhl, Telephone No. (612) 217-5635 Facsimile:
(612) 217-5651, email: rkuhl@wilmingtontrust.com, with a copy to Milbank,
Tweed, Hadley & McCloy, LLP, 601 South Figueroa Street, 30th
Floor, Los Angeles, CA 90017, Attention: Melainie Mansfield, Telephone No.
(213) 892-4611, Facsimile: (213) 892-4711, email: mmansfield@milbank.com;
and”



          (e) Amendment to Section 12.5(a) of the Credit Agreement. The parties agree that Section
12.5(a) of the Credit Agreement is amended by deleting such Section 12.5(a) in its entirety and
substituting in lieu thereof the following:





     “(a) The Administrative Agent, when acting on behalf of the Lenders,
may execute any of its duties under this Credit Agreement or the other
Fundamental Documents by or through its officers, agents or employees and
neither the Administrative Agent nor its officers, agents or employees
shall be liable to the Lenders or any of them



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for any action taken or omitted to be taken in good faith, nor be responsible
to the Lenders or to any of them for the consequences of any oversight or error of
judgment, or for any loss, unless the same shall happen through its gross
negligence or willful misconduct. The Administrative Agent and its respective
directors, officers, agents, and employees shall in no event be liable to the
Lenders or to any of them for any action taken or omitted to be taken by it
pursuant to instructions received by it from the Required Lenders or in reliance
upon the advice of counsel selected by it with reasonable care. Without limiting
the foregoing, neither the Administrative Agent nor any of its respective
directors, officers, employees, or agents shall (1) be deemed to have knowledge of
any Default unless and until written notice thereof is given to the Administrative
Agent by the Borrower, Parent, or any Guarantor or (2) be responsible to any of the
Lenders for the due execution, validity, genuineness, effectiveness, sufficiency,
or enforceability of, or for any statement, warranty, or representation in, or for
the perfection of any security interest contemplated by, this Credit Agreement, any
other Fundamental Document or any related agreement, document or order, or for
freedom of any of the Collateral or any of the Pledged Securities from prior Liens
or security interests, or shall be required
to ascertain or to make any inquiry concerning the performance or observance by the
Borrower or any other Credit Party of any of the terms, conditions, covenants, or
agreements of this Credit Agreement, any other Fundamental Document, or any related
agreement or document.”



          (f) Amendment
to Section 12.5(b) of the Credit Agreement. The parties agree that Section
12.5(b) of the Credit Agreement is amended by deleting the following therein: “(other than JPMorgan
Chase Bank, N.A.).”




     9. Entire
Agreement. This Agreement states the entire agreement and supersedes all
prior agreements, written or verbal, between the parties hereto with respect to the subject
matter hereof and may not be amended except in writing signed by a duly authorized
representative of each of the respective parties hereto. Except as specifically modified
by this Agreement, the Credit Agreement and the other Fundamental Documents are hereby
ratified and confirmed in all respects and shall remain in full force and effect in
accordance with their respective terms.



     10. Waiver. No delay or failure on the part of any party hereto in exercising any
right, power or remedy hereunder shall effect or operate as a waiver thereof, nor shall any
single or partial exercise thereof or any abandonment or discontinuance of steps to enforce
such right, power or remedy preclude any further exercise thereof or of any other right,
power or remedy.



     11. Submission
To Jurisdiction. Each party hereto hereby irrevocably and
unconditionally:



          (a) submits for itself and its property in any legal action or proceeding relating to this
Agreement or for recognition and enforcement of any judgment in respect thereof, to the
non-exclusive general jurisdiction of the courts of the State of New York, the courts of the United
States for the Southern District of New York, and appellate courts from any thereof;




          (b) consents that any such action or proceeding may be brought in such courts and waives any
objection that it may now or hereafter have to the venue of any such action or proceeding in any
such court or that such action or proceeding was brought in an inconvenient court and agrees not to
plead or claim the same;




          (c) agrees that service of process in any such action or proceeding may be effected by mailing
a copy thereof by registered or certified mail (or any substantially similar form of mail),




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postage prepaid and addressed as set forth in Section 13.1 of the Credit Agreement or in the
case of Wilmington, the address set forth below:




Wilmington Trust FSB

50 South Sixth Street, Suite 1290

Minneapolis, MN 55402
 Attention:
Renee Kuhl
 Telephone No.: (612)
217-5635
 Facsimile No.: (612)
217-5651




with a copy to:




Milbank,
Tweed, Hadley & McCloy, LLP
 601 S.
Figueroa Street,
30th
Floor
 Los
Angeles, CA 90017
 Attention: Melainie
Mansfield
 Telephone No.: (213) 892-4611

Facsimile No.: (213) 892-4711




          (d) agrees that nothing herein shall affect the right to effect service of process in any
other manner permitted by law or shall limit the right to sue in any other jurisdiction; and




          (e) waives, to the maximum extent not prohibited by law, any right it may have to claim or
recover in any legal action or proceeding referred to in this Section any special, indirect,
consequential or punitive damages (as opposed to direct or actual damages) arising out of, in
connection with, or as a result of, this Agreement, the Fundamental Documents, any agreement or
instrument contemplated hereby or thereby, or the transactions contemplated hereby or thereby.




     12. Consents.



          (a) The undersigned Lenders hereby represent and warrant that (i) each is duly authorized to
execute and perform its obligations under this Agreement and that such execution is not prohibited
by law, (ii) at the date of execution of this Agreement, each Lender owns the principal amount of
loans set forth below its signature block, and (iii) such Lenders consent to the amendments of the
Credit Agreement set forth in this Agreement.




          (b) The Borrower hereby represents and warrants that the Borrower consents to the amendments
of the Credit Agreement set forth in this Agreement.




          (c) Each of the Credit Parties and Parent hereby represents and warrants that (i) it is duly
authorized to execute and perform its obligations under this Agreement and that such execution is
not prohibited by law and (ii) it consents to the appointment of Wilmington as successor
Administrative Agent under the Credit Agreement and the other applicable Fundamental Documents.




          (d) JPMorgan Chase, as Existing Agent represents and warrants that it is duly
authorized to execute and perform its obligations under this Agreement and that
such execution is not prohibited by law.




     13. WAIVERS
OF JURY TRIAL. THE PARTIES HERETO HEREBY IRREVOCABLY
AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR
PROCEEDING RELATING TO THIS AGREEMENT AND FOR ANY COUNTERCLAIM THEREIN.



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     14. GOVERNING
LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS
OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.



     15. Severability. In the event that any provision of this Agreement, or the
application of such provision to any Person or set of circumstances, shall be determined to
be invalid, unlawful, void or unenforceable to any extent, the remainder of this Agreement,
and the application of such provision to Persons or circumstances other than those as to
which it is determined to be invalid, unlawful, void or unenforceable, shall not be
affected and shall continue to be valid and enforceable to the fullest extent permitted by
law.



     16. Counterparts
and Facsimile. This Agreement may be signed in counterparts, all of
which together shall constitute one and the same instrument. The parties hereto may
provide signatures to this Agreement by facsimile or electronic mail, and such facsimile or
electronic mail signatures shall be deemed to be the same as original signatures.



[Signature Pages Follow]





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     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and
delivered by their proper and duly authorized officers as of the day and year first written above.



	 	 	 	 	 
	 	JPMORGAN CHASE BANK, N.A.

as Existing Agent

 	 
	 	By:  	/s/ Christa Thomas
 	 
	 	 	Name:  	Christa Thomas 	 
	 	 	Title:  	Managing Director 	 
	 



[Signature page to Successor Agent Agreement]









 









 











	 	 	 	 	 
	 	WILMINGTON TRUST FSB

as Successor Agent

 	 
	 	By:  	/s/
Renee Kuhl
 	 
	 	 	Name:  	Renee Kuhl 	 
	 	 	Title:  	Assistant Vice President 	 
	 



[Signature page to Successor Agent Agreement]









 









 











	 	 	 	 	 
	 	JPM MEZZANINE CAPITAL, LLC,

as Lender 

 	 
	 	By:  	/s/ Aized A. Rabbani
 	 
	 	 	Name:  	AIZED A. RABBANI 	 
	 	 	Title:  	VICE PRESIDENT 	 
	 



[Signature page to Successor Agent Agreement]









 









 











	 	 	 	 	 
	 	CALIFORNIA BANK & TRUST,

as Lender

 	 
	 	By:  	/s/ Thomas P. Betoumay
 	 
	 	 	Name:  	Thomas P. Betoumay 	 
	 	 	Title:  	VP 	 
	 



[Signature page to Successor Agent Agreement]





 












 




	 	 	 	 	 
	 	KEP VI AIV, LLC

as Lender

 	 
	 	By:  	/s/ Frank J. Loverro
 	 
	 	 	Name:  	Frank J. Loverro 	 
	 	 	Title:  	Managing Member 	 
	 
	 	KELSO INTERCO VII, LLC,

as Lender



By: Kelso AIV VII, L.P., its Member

By: Kelso AIV GP VII, L.P., its General Partner

By: Kelso AIV
GP VII, LLC, its General Partner

 	 
	 	By:  	/s/ Frank J. Loverro
 	 
	 	 	Name:  	Frank J. Loverro 	 
	 	 	Title:  	Managing Member 	 
	 




 









 




	 	 	 	 	 
	ACKNOWLEDGED AND AGREED,

as of the date first written above.



Borrower:


RHI ENTERTAINMENT, LLC

 	 	 
	By:  	/s/ Peter von Gal
 	 	 
	 	Name:  	Peter von Gal 	 	 
	 	Title:  	Chief Operating Officer 	 	 
	 
	Parent:


RHI ENTERTAINMENT HOLDINGS II, LLC

 	 	 
	By:  	/s/ Peter von Gal
 	 	 
	 	Name:  	Peter von Gal 	 	 
	 	Title:  	Chief Operating Officer 	 	 
	 
	Guarantors:


RHI ENTERTAINMENT PRODUCTIONS, LLC 

 	 	 
	By:  	/s/ Henry S. Hoberman
 	 	 
	 	Name:  	Henry S. Hoberman 	 	 
	 	Title:  	Exec VP, General Counsel & Secretary 	 	 
	 
	RHI ENTERTAINMENT DISTRIBUTION, LLC

 	 	 
	By:  	/s/ Henry S. Hoberman
 	 	 
	 	Name:  	Henry S. Hoberman 	 	 
	 	Title:  	Exec VP, General Counsel & Secretary 	 	 
	 
	RHI INTERNATIONAL DISTRIBUTION, INC.

 	 	 
	By:  	/s/ Michael Scarpelli
 	 	 
	 	Name:  	Michael Scarpelli 	 	 
	 	Title:  	Vice President & Treasurer 	 	 
	 



[Signature page to Successor Agent Agreement]





 









 








	 	 	 	 	 
	LIBRARY STORAGE, INC.

 	 	 
	By:  	/s/ Michael Scarpelli
 	 	 
	 	Name:  	Michael Scarpelli 	 	 
	 	Title:  	President & Secretary 	 	 
	 



[Signature page to Successor Agent Agreement]








 









 








Schedule I




Loan Status



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Pricing	 	 	 	 	 	Current	 	 	 	Effective	 	Repricing	 	Accrued	 	Interest
	Option	 	Status	 	Facility/ Borrower	 	Amount	 	CCY	 	Date	 	Date	 	Interest	 	Rate
	ABR

	 	 	 	 	 	$	0	 	 	USD
	 	6/23/08
	 	 	 	 	 	 	 	 	9.75	%
	Libor1

	 	—
	 	Facility/ RHI Entertainment, LLC
	 	$	20,000,000.00	 	 	USD
	 	11/12/09
	 	2/12/10
	 	$	397,644.44	 	 	 	7.78	%
	Libor

	 	—
	 	Facility/ RHI Entertainment, LLC
	 	$	55,000,000.00	 	 	USD
	 	11/27/09
	 	3/1/10
	 	$	914,054.17	 	 	 	7.77	%








 




			
	1	 	Converts to an Alternate Base Rate loan on February 12, 2010






 











 





SCHEDULE II




Fundamental Documents



     1. Credit, Security, Guaranty and Pledge Agreement, dated as of June 23, 2008 (the
“Credit Agreement”), among RHI Entertainment, LLC, as borrower (“Borrower”), RHI
Entertainment Holdings II, LLC, as parent (“Parent”), the guarantors referred to therein
(the “Guarantors”), the lenders referred to therein (the “Lenders”), and JPMorgan Chase
Bank, N.A. (“JPMCB”), as administrative agent;



     2. Amendment No. 1 to the Credit Agreement, dated as of August 7, 2008, by and among
Borrower, Parent, the Guarantors, JPMCB as administrative agent, JPMorgan Chase Bank, N.A.,
as incremental lender, and the other lenders party thereto;



     3. Copyright Security Agreement dated as of June 23, 2008 executed by the Borrower and
the Guarantors in favor of JPMCB as second lien agent thereunder;



     4. Supplement No. 1 to the Copyright Security Agreement dated as of August 20, 2009 by
and among the Borrower, the Guarantors, and JPMCB;



     5. Supplement No. 2 to the Copyright Security Agreement dated as of October 26, 2009
by and among the Borrower, the Guarantors, and JPMCB;



     6. Supplement No. 3 to the Copyright Security Agreement dated as of December 14, 2009
by and among the Borrower, the Guarantors, and JPMCB;



     7. Contribution Agreement dated as of June 23, 2008 among the Borrower and the
Guarantors;



     8. Account Control Agreement dated as of July 2, 2007 among JPMCB as first lien
administrative agent, JPMCB as second lien administrative agent, IHR, LLC, RHI
Entertainment Distribution (“RHIED”) and JPMCB, as depository institution;



     9. Account Control Agreement dated as of October 30, 2008 among Borrower, JPMCB as
first lien administrative agent, JPMCB as second lien administrative agent, and Israel
Discount Bank;



     10. Deposit Account Control Agreement dated as of January 14, 2009 among Borrower,
JPMCB as first lien administrative agent, JPMCB as second lien administrative agent, and
California Bank & Trust;



     11. Pledgeholder Agreement, dated January 12, 2006, by and among The Television
Company, HEI Acquisition, LLC, RHI Entertainment, LLC (f/k/a Hallmark Entertainment, LLC,
the successor by merger to HEI Acquisition, LLC), RHI Entertainment Distribution, LLC
(f/k/a Hallmark Entertainment Distribution, LLC), RHI Entertainment Productions, LLC (f/k/a
Hallmark Entertainment Productions, LLC), JPMorgan Chase Bank, N.A. as first lien
administrative agent, and JPMorgan Chase Bank, N.A. as second lien administrative agent, as
modified by the Joinder to Pledgeholder Agreement made by Crown Media Distribution, LLC
dated December 15, 2006;



     12. Pledgeholder Agreement, dated January 12, 2006, by and among Bonded Services, HEI
Acquisition, LLC, RHI Entertainment, LLC (f/k/a Hallmark Entertainment, LLC, the successor by
merger to HEI Acquisition, LLC), RHI Entertainment Distribution, LLC (f/k/a Hallmark Entertainment
Distribution, LLC), RHI Entertainment Productions, LLC (f/k/a Hallmark
Entertainment Productions,



 









 




LLC), and JPMorgan Chase Bank, N.A. as first lien administrative agent, and JPMorgan Chase Bank,
N.A. as second lien administrative agent, as modified by the Joinder to Pledgeholder Agreement made
by Crown Media Distribution, LLC dated December 15, 2006;




     13. Replacement Amended and Restated Intercreditor Agreement dated as of June 23, 2008
by and among JPMCB, as administrative and collateral agent for the First Priority Secured
Parties (as defined therein), JPMCB, as administrative and collateral agent for the Second
Priority Secured Parties (as defined therein), Borrower, KRH Investments LLC (f/k/a RHI
Entertainment Holdings, LLC), and RHI Entertainment Holdings II, LLC. (“RHIEH II”);



     14. Intercreditor Agreement dated as of April 16, 2008, by and among RHIED, National
Bank of Canada (“NBC”), JPMCB, as First Lien Agent (as defined therein), JPMCB, as Second
Lien Agent (as defined therein), Muse Distribution International Inc. (“MDI”), and Templar
Productions (Muse) Inc., as amended by Amendment No. 1 to Intercreditor Agreement dated as
of June 27, 2008;



     15. Intercreditor Agreement — “Creature”, dated as of September 12, 2008, by and
among RHIED, JPMCB, as First Lien Agent (as defined therein), JPMCB, as Second Lien Agent
(as defined therein), MDI, Sci-Fi Creature Productions (Muse) Inc., and NBC; acknowledged
and agreed to by Universal Television Networks (“UTN”);



     16. Intercreditor Agreement — “Hellhounds,” dated as of September 17, 2008, by and
among RHIED, JPMCB, as First Lien Agent (as defined therein), JPMCB, as Second Lien Agent
(as defined therein), MDI, Hellhounds Productions (Muse) Inc., and NBC, acknowledged and
agreed to by UTN;



     17. Intercreditor Agreement — “Sand Serpents,” dated as of October 17, 2008, by and
among RHIED, JPMCB, as First Lien Agent (as defined therein), JPMCB, as Second Lien Agent
(as defined therein), MDI, Sandserpent Productions (Muse) Inc., and NBC, acknowledged and
agreed to by UTN;



     18. Intercreditor Agreement — “Carny,” dated as of November 18, 2008, by and among
RHIED, JPMCB, as First Lien Agent (as defined therein), JPMCB, as Second Lien Agent (as
defined therein), MDI, Carny Productions (Muse) Inc,. and NBC, acknowledged and agreed to
by UTN;



     19. Intercreditor Agreement — “Alien Western,” dated as of November 26, 2008 by and
among RHIED, JPMCB, as First Lien Agent (as defined therein), JPMCB, as Second Lien Agent
(as defined therein), MDI, Sci-Fi A.W. Productions (Muse) Inc., and NBC;



     20. Intercreditor Agreement — “Riverworld” dated as of April 9, 2009, by and among
RHIED, JPMCB, as First Lien Agent (as defined therein), JPMCB, as Second Lien Agent (as
defined therein), Riverworld Productions Inc., and NBC;



     21. Intercreditor Agreement — “Wyvern,” dated as of May 22, 2009, by and among RHIED,
JPMCB, as First Lien Agent (as defined therein), JPMCB, as Second Lien Agent (as defined
therein), Wyvern Productions Inc. and NBC;



     22. Intercreditor Agreement — “Troglodyte,” dated as of May 22, 2009, by and among
RHIED, JPMCB, as First Lien Agent (as defined therein), JPMCB, as Second
Lien Agent (as defined therein), Troglodyte Productions Inc., and NBC;



     23. Intercreditor Agreement — “Phantom Racer ,” dated as of May 22, 2009, by and
among RHIED, JPMCB, as First Lien Agent (as defined therein), JPMCB, as Second Lien Agent
(as defined therein), Phantom Racer Productions Inc., and NBC;



 









 





     24. Intercreditor Agreement — “Knights of Bloodsteel,” dated as of June 10, 2009, by
and among RHIED, JPMCB, as First Lien Agent (as defined therein), JPMCB, as Second Lien
Agent (as defined therein), Dragonsteel Films Inc., Powercorp International Limited, Royal
Bank of Canada and U.S. Bank National Association, Canada Branch
(“U.S. Bank Canada”);



     25. Intercreditor Agreement — “Family Gathering,” dated as of August 13, 2009, by and
among RHIED, JPMCB, as First Lien Agent (as defined therein), JPMCB, as Second Lien Agent
(as defined therein), Tertius Productions, Inc., and NBC;



     26. Intercreditor Agreement — “Sharkswarm,” dated as of August 14, 2009, by and among
RHIED, JPMCB, as First Lien Agent (as defined therein), JPMCB, as Second Lien Agent (as
defined therein), Husum Limited, and U.S. Bank National Association
(“U.S. Bank”);



     27. Intercreditor Agreement — “Goblin,” dated as of September 21, 2009, by and among
RHIED, JPMCB, as First Lien Agent (as defined therein), JPMCB, as Second Lien Agent (as
defined therein), Reel One Entertainment, Inc., Gobi Productions Inc., and NBC;



     28. Intercreditor Agreement — “Megastorm,” dated as of September 25, 2009, by and
among RHIED, RHI International Distribution, Inc. (“RHIID”), JPMCB, as First Lien Agent (as
defined therein), JPMCB, as Second Lien Agent (as defined therein), Felsberg Limited, and
U.S. Bank;



     29. Intercreditor Agreement — “Fairfield Road,” dated as of October 15, 2009, by and
among RHIED, JPMCB, as First Lien Agent (as defined therein), JPMCB, as Second Lien Agent
(as defined therein), Cypress Point Films, Inc., and NBC;



     30. Intercreditor Agreement — “The Phantom,” dated as of May 6, 2009, by and among
RHIED, RHIID, JPMCB, as First Lien Agent (as defined therein), JPMCB, as Second Lien Agent
(as defined therein), MDI, Muse Entertainment Enterprises USA, Inc.
(“Muse USA”), Walker
Productions (Muse) Inc. and NBC;



     31. Intercreditor Agreement — “The Phantom,” dated as of October 20, 2009, by and
among RHIED, RHIID, JPMCB, as First Lien Agent (as defined therein), JPMCB, as Second Lien
Agent (as defined therein), MDI, Muse USA, Walker Productions (Muse) Inc. and U.S. Bank
Canada;



     32. Intercreditor Agreement — “Wild Girl,” dated as of November 6, 2009, by and among
RHIED, JPMCB, as First Lien Agent (as defined therein), JPMCB, as Second Lien Agent (as
defined therein), W. Girl Productions (Muse) Inc., Muse USA and NBC;



     33. UCC-1 financing statement filed by JPMCB as second lien administrative agent
against the Borrower in connection with the Credit Agreement;



     34. UCC-1 financing statement filed by JPMCB as second lien administrative agent
against RHIED in connection with the Credit Agreement;



     35. UCC-1 financing statement filed by JPMCB as second lien administrative agent
against RHI Entertainment Productions, LLC in connection with the Credit Agreement;



     36. UCC-1 financing statement filed by JPMCB as second lien administrative agent
against RHIID in connection with the Credit Agreement;



 









 





     37. UCC-1 financing statement filed by JPMCB as second lien administrative agent
against RHIEH II in connection with the Credit Agreement; and



     38. UCC-1 financing statement filed by JPMCB as second lien administrative agent
against Library Storage, Inc. in connection with the Credit Agreement.



 









 





SCHEDULE III




Amendments, Supplements, Consents



     1. With respect to the Credit Agreement, (i) that certain Instrument of Assumption and
Joinder (the “Joinder”), dated as of June 23, 2008, by Library Storage, Inc., in favor of
the Lenders, (ii) Item No. 2 on Schedule II, and (iii) this Agreement;



     2. With respect to the Copyright Security Agreement, (i) the Joinder and (ii) Items
No. 4, 5 and 6 on Schedule II;



     3. With respect to The Television Center Pledgeholder Agreement identified in Item No.
11 on Schedule II, (i) Item No. 12 on Schedule II and (ii) that certain letter, dated as of
June 23, 2008, by JPMCB to The Television Center regarding the refinancing of the Credit
Agreement;



     4. With respect to the Bonded Services Pledgeholder Agreement identified in Item No.
13 on Schedule II, (i) Item No. 14 on Schedule II and (ii) that certain letter, dated as of
June 23, 2008, by JPMCB to Bonded Services regarding the refinancing of the Credit
Agreement; and



     5. With respect to the Intercreditor Agreement identified in Item 16 of Schedule II,
(i) the amendment referred to therein and (ii) that certain letter, dated June 23, 2008, by
JPMCB to NBC, MDI, Fraser Milner Casgrain LLP and Templar Productions (Muse) Inc. regarding
the refinancing of the Credit Agreement.



     6. With respect to the July 27, 2007 Account Control Agreement identified in Item 8 of
Schedule II, that certain letter, dated June 23, 2008, by JPMCB to the parties thereto
regarding the refinancing of the Credit Agreement.



 









 





SCHEDULE IV




Defaults, Waivers, Reservation of Rights



     None.