exv10w3






Exhibit 10.3




     EXECUTION VERSION



FORBEARANCE AGREEMENT




     FORBEARANCE AGREEMENT, dated as of February 12, 2010 (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 Wilmington Trust FSB, as successor to JPMorgan Chase Bank, N.A., as
Administrative Agent for the Lenders (in such capacity, the “Agent”).



     WHEREAS, the Borrower, the Guarantors, the Parent, the Lenders and the Agent are parties to a
Credit, Security, Guaranty and Pledge Agreement, dated as of June 23, 2008 (as the same may have
been or may from time to time be further amended, restated, supplemented or modified from time to
time, the “Credit Agreement”).



     WHEREAS, the Specified Defaults described herein either have occurred or may occur during the
Forbearance Period described herein.



     WHEREAS, the Borrower has requested that the Agent and the Lenders provide a temporary
forbearance from exercising remedies with respect to the Specified Defaults described herein during
the Forbearance Period described herein.



     WHEREAS, the Lenders signatory hereto have agreed, subject to the terms and conditions of this
Agreement, to provide the forbearance and temporary waiver referred to in the immediately preceding
recital.



     WHEREAS, the Borrower, the Guarantors, the Parent, a majority of the First Lien Lenders, the
First Lien Agent and certain counterparties to the Borrower’s swap agreements have entered into a
forbearance agreement, dated as of December 23, 2009 (as amended on January 22, 2010, and as may be
further amended, supplemented or modified from time to time, the “First Lien Forbearance
Agreement”), pursuant to which they have agreed to provide the forbearance and temporary
waivers referred to therein.



     WHEREAS, in order to induce the Agent and the Lenders to agree to such forbearance and
consent, the Credit Parties have agreed to make certain acknowledgments and enter into certain
agreements as hereinafter set forth.



     ACCORDINGLY, the parties hereby agree as follows:



     1. Defined Terms. All capitalized terms not otherwise defined herein are used as
defined in the Credit Agreement. For purposes of this Agreement, the following defined terms shall
have the following meanings:




“Forbearance Period” shall mean the period commencing upon satisfaction in
full of the conditions precedent set forth in Section 5 of this Agreement and ending



 









 







upon the earlier of (i) the Stated Expiration Date and (ii) the occurrence of any
Termination Event.




“Specified Default” or “Specified Defaults” shall mean, individually
or collectively, the Defaults or Events of Default listed on Schedule 1
hereto.




“Stated Expiration Date” shall mean 5:00 p.m. (New York City time) on
February 26, 2010.




“Termination Event” shall mean the occurrence of any of the following:



               (i) the occurrence of any Default or Event of Default under the Credit Agreement other than a
Specified Default;



               (ii) any breach by any Credit Party of any agreement or covenant contained in this Agreement,
including without limitation any commitment made under Section 4 hereof;



               (iii) any representation or warranty made by any Credit Party in this Agreement (including
without limitation any commitment made under Section 4 hereof) shall cease to be true and accurate
in all material respects;



               (iv) the date that the Forbearance Period (as defined in the First Lien Forbearance Agreement)
terminates in accordance with the terms of the First Lien Forbearance Agreement (other than as a
result of clause (iv) of the definition of “Termination Event” in the First Lien Forbearance
Agreement [the Agent or Lenders deliver notice of default or Notice of Intent to Exercise with
respect to a Specified Default]);



               (v) any creditor of any Credit Party or Parent shall commence involuntary bankruptcy
proceedings against such Credit Party or Parent;



               (vi) any creditor of any Credit Party or Parent shall attempt to execute a judgment, or shall
obtain attachment on any asset of such Credit Party or Parent or otherwise shall exercise any
similar remedy against any asset of such Credit Party or Parent (but excluding any notice of
default or termination or the commencement of any suit, arbitration or other legal process which
has not developed into an occurrence described before this parenthetical); or



               (vii) any Credit Party or Parent shall commence a voluntary case under the Bankruptcy Code or
file a proceeding seeking protection under any other law for the relief of debtors.



     2. Agreement to Forbear. (a) During the Forbearance Period, subject to the terms and
conditions of this Agreement, the Agent and the Lenders that are signatories hereto, which Lenders
constitute the Required Lenders, hereby agree to forbear from exercising their rights and remedies
as creditors against the Borrower and the other Credit Parties or Parent that may exist by virtue
of any Specified Defaults (subject to the termination of such forbearance in the event of any
Termination Event, including any Termination Event arising from or out of a Specified Default
(although it is understood that the existence of a Specified Default shall not in and of



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itself constitute a Termination Event)) under the Credit Agreement or under the other
Fundamental Documents, including without limitation by making any demand for payment of interest on
the Loans due and payable pursuant to the terms of the Credit Agreement during the Forbearance
Period, by pursuing unsecured lender remedies with regard to any such payment not made and/or by
delivering any Notice of Intent to Exercise (as defined in the Intercreditor Agreement) for the
Borrower’s failure to pay such interest.




          (b) In addition, solely with respect to the Specified Defaults listed as Item 1 appearing on
Schedule 1 hereto, the Agent and the Lenders signatory hereto agree to temporarily waive,
solely during the Forbearance Period, any Default or Event of Default resulting solely from such
Specified Defaults. For the avoidance of doubt, the temporary waiver contained in the preceding
sentence shall terminate and be of no further force or effect upon any expiration or termination of
the Forbearance Period.




          (c) It is understood and agreed among the Lenders, the Agent and the Borrower that nothing
contained in the Base Cash Flow Schedule (as defined in the First Lien Forbearance Agreement, the
“Base Cash Flow Schedule”) shall during the Forbearance Period constitute an admission by
any of the Credit Parties as to any inability to pay their debts as they become due.




          (d) It is understood and agreed among the Lenders, the Agent and the Borrower that the
requirement in Section 6.5(l) of the Credit Agreement that there be no Default or Event of Default
shall be disregarded to the extent the Borrower complies with Section 4(c)(v) of this Agreement.




     3. Reservation of Rights. (a) Except as otherwise expressly provided herein, nothing
in this Agreement shall be construed as a waiver of or acquiescence to any Specified Default, and
each of the Specified Defaults which constitutes a Default or an Event of Default shall continue in
existence as such notwithstanding the agreement of the Agent and the Required Lenders, as set forth
herein, to forbear in the exercise of rights and remedies against any Credit Party or Parent on the
terms and for the period set forth herein. Except as otherwise expressly provided herein, the
execution and delivery of this Agreement shall not: (i) constitute an extension, modification,
suspension or waiver of any term or aspect of the Credit Agreement or the other Fundamental
Documents; (ii) extend the terms of the Credit Agreement or the due date of any of the Obligations;
(iii) give rise to any obligation on the part of the Agent or the Lenders to extend, amend, waive
or otherwise modify any term or condition of the Credit Agreement or any of the other Fundamental
Documents; or (iv) give rise to any defenses or counterclaims to the right of the Agent or the
Lenders to compel payment of the Obligations or to otherwise enforce their rights and remedies
under the Credit Agreement and the other Fundamental Documents. Subject to the terms of the
Intercreditor Agreement, during the Forbearance Period, the Agent (at the direction of the Required
Lenders) and the Lenders may exercise any and all rights and remedies against any Credit Party or
Parent that may exist by virtue of the occurrence and continuance of any Default or Event of
Default other than the Specified Defaults. Subject to the terms of the Intercreditor Agreement,
following the Forbearance Period, the Agent (at the direction of the Required Lenders) and the
Lenders may exercise all rights and remedies against any Credit Party or Parent that may exist by
virtue of the occurrence and continuance of any Specified Default or any other Default or Event of
Default which may arise. The Agent and the



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Lenders hereby expressly reserve all of their respective rights and remedies under the
Fundamental Documents and under Applicable Law with respect to the Specified Defaults and
otherwise. Without limiting the foregoing, nothing in this Agreement shall alter the effect of
Section 2.8 of the Credit Agreement. The Borrower and the Guarantors acknowledge and agree that
the default rates of interest set forth in Section 2.8 of the Credit Agreement shall apply from and
after the date of the occurrence of any Event of Default (including any Event of Default that
constitutes a Specified Default) in accordance with the terms of Section 2.8 of the Credit
Agreement notwithstanding the forbearance and the other agreements of the Lenders and the Agent
described herein unless and until all Events of Default (including without limitation the Specified
Defaults) have been cured or permanently waived (with such default rate of interest applicable to
all periods commencing from the date hereof until such time at which all such Events of Default are
cured or permanently waived).




          (b) The Borrower, the Agent and the Lenders may, from time to time, engage in negotiations
concerning the Obligations, and such negotiations may be lengthy and complex. None of the Agent or
the Lenders shall have any obligation to modify, amend and/or restructure the Obligations or any of
the Fundamental Documents in connection with such negotiations or otherwise. Each of the Agent and
the Lenders may terminate such negotiations at any time, in its sole discretion, with or without
notice, and without liability of any kind. None of the Agent or the Lenders shall have any
obligation or liability by virtue of the commencement, prosecution or termination of negotiations
concerning any possible amendment. None of the Agent or the Lenders shall waive any rights or
incur any liability by negotiation or by the passage of time associated therewith.




     4. Representations, Warranties, Confirmations, and Agreements by Borrower with respect to
Specified Defaults and Other Matters.



          (a) Each Credit Party hereby represents and warrants to Agent and each of the Lenders that:




               (i) no Defaults or Events of Defaults other than the Specified Defaults have occurred and are
continuing as of the date hereof or, as of the date hereof, are expected to occur prior to the
Stated Expiration Date;



               (ii) as of the date hereof, the aggregate gross value of all of the assets of any Subsidiaries
which have not become a Credit Party because of the $250,000 threshold appearing in Section 5.21 of
the Credit Agreement is approximately $647,000, and Schedule 2 hereto identifies the gross
asset value of such Subsidiaries on a per-Subsidiary basis; and



               (iii) Schedule 3 hereto identifies each of the Credit Parties’ and each of their
Subsidiaries’ deposit accounts, lists the balances in such deposit accounts as of January 31, 2010
and specifies whether or not an Account Control Agreement has been delivered to the First Lien
Agent with respect to such deposit account.



          (b) Each Credit Party hereby confirms, acknowledges and agrees that:




               (i) as of January 31, 2010, the principal balance of the outstanding Loans under the Credit
Agreement was at least $75,000,000.00, which amount does not include



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interest, fees, expenses and other amounts which are chargeable or otherwise reimbursable
under the Credit Agreement; and



               (ii) all of the Obligations, including the Loans set forth above, are valid and outstanding
and are secured by the Collateral, and neither any of the Credit Parties nor the Parent has any
rights of offset, defenses, claims or counterclaims with respect to any of the Obligations.



          (c) Each Credit Party hereby covenants and agrees:




               (i) that it shall cooperate, and that it shall direct its financial advisors and legal counsel
to cooperate, with the Agent and its counsel to provide the Agent with information regarding the
Borrower and its Subsidiaries, and their respective assets, as the Agent or its counsel may request
upon the instruction of the Required Lenders; without limiting the generality of the foregoing,
Borrower, its counsel and its financial advisors will meet with the Required Lenders and their
respective counsel, if any (which meetings may include, at the Required Lenders’ election, the
Agent and its counsel) at such times during regular business hours during the Forbearance Period as
may be requested by the Required Lenders;



               (ii) to, if requested by the Agent upon the instruction of the Required Lenders, hold update
calls during regular business hours as frequently as the Agent may request among Borrower’s Chief
Financial Officer and Borrower’s financial advisors, the Lenders, their respective legal counsel
(if any), the Agent and its legal counsel;



               (iii) that, notwithstanding anything to the contrary in the Credit Agreement, during the
Forbearance Period (and for any other period during which a Default or Event of Default has
occurred and is continuing) it has no right to retain any Net Proceeds of any Dispositions for the
purpose of applying such proceeds to the acquisition of other assets or properties, and that any
such Net Proceeds received during the Forbearance Period shall be applied within one (1) Business
Day of receipt to prepay the First Lien Facilities in accordance with Section 2.10(h) of the First
Lien Agreement;



               (iv) that during the Forbearance Period, to the extent it is permitted to do so under the
First Lien Agreement and Fundamental Documents (as defined therein, including without limitation
the Intercreditor Agreement and the First Lien Forbearance Agreement), the Borrower will pay on a
timely basis any and all amounts due to the Agent and/or the Lenders and/or the Agent’s
professionals under the Credit Agreement or other Fundamental Documents, except solely to the
extent that any non-payment of the same constitutes or would constitute a Specified Default;



               (v) that during the Forbearance Period it will not make: (A) any Investments other than
Investments existing or committed to be made on the date hereof and Investments pursuant to clauses
(a), (d) or (f) of Section 6.4 of the Credit Agreement; or (B) any Restricted Payments other than
Restricted Payments pursuant to Section 6.5(e) of the Credit Agreement, pursuant to Section 6.5(k)
of the Credit Agreement (solely to the extent any such dividend is paid to a Credit Party) or
pursuant to Section 6.5(l) of the Credit Agreement (provided, that payments may only be
made as described in Section 6.5(l) of the Credit



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Agreement to the extent that such payments are both (x) paid to or on behalf of Public Co. in
the ordinary course of business and consistent with past practices and (y) reflected in the Base
Cash Flow Schedule, but provided further that the requirement that there be no Default or
Event of Default shall be disregarded for purposes of making payments under Section 6.5(l) of the
Credit Agreement as described above);



               (vi) that the provisions of the Credit Agreement and the Fundamental Documents shall, during
the Forbearance Period and following any expiration or termination thereof unless and until all
Events of Default (including without limitation the Specified Defaults) have been cured or
permanently waived, be interpreted and complied with on the understanding that one or more Events
of Default is in existence, including that each Credit Party and the Parent will abide by all
affirmative and negative covenants under the Credit Agreement and the other Fundamental Documents
on the understanding that one or more Events of Default are in existence (e.g., in the case of any
covenant that permits the Credit Parties to take an action only in the absence of an Event of
Default, the Credit Parties agree that they shall not take such action); provided that the
requirement in Section 6.5(l) that there be no Default or Event of Default shall be disregarded to
the extent the Borrower complies with the requirements set forth in clause (v)(B) immediately
above;



               (vii) that the Credit Parties will during the Forbearance Period limit their cash
disbursements to those that are materially consistent with the payments set forth on the Base Cash
Flow Schedule and amounts required to be paid pursuant to Section 6(c)(iv) of the First Lien
Forbearance Agreement; in furtherance of the foregoing, the Credit Parties agree that during the
Forbearance Period they shall not, without the written consent of First Lien Lenders holding at
least 40% of the Total Commitments (as defined in the First Lien Agreement) (a) make monetary
payments that are not reflected in the Base Cash Flow Schedule in an aggregate amount equal to or
in excess of $500,000 for the period commencing on January 22, 2010 and prior to the Stated
Expiration Date, (b) with respect to any line item or category which is reflected in the Base Cash
Flow Schedule (whether such line item or category is scheduled thereon to receive payments prior or
subsequent to the Stated Expiration Date (or both)) make payments that as of any date of
determination are in excess of 110% of the amount reflected on the Base Cash Flow Schedule as being
payable with respect to such line item or category through such date of determination,
provided that, subject always to the following clause (c): (1) this clause (b) shall not
limit the amount of payments of fees and expenses of the financial advisors and counsel to the
First Lien Agent during the Forbearance Period (as defined in the First Lien Forbearance Agreement)
or (so long as the payments are for services rendered rather than to be rendered) payments of fees
and expenses of legal counsel to the Credit Parties during the Forbearance Period and (2) in the
context of line items or categories reflected on the Base Cash Flow Schedule of less than $50,000,
the Credit Parties may pay amounts in excess of the scheduled payments so long as (A) the total
payment does not exceed $50,000 and (B) the amounts paid with respect to such line item or category
do not exceed the total amounts reflected on the Base Cash Flow Schedule as payable with respect
thereto or (c) permit their aggregate payments as of any date of determination to exceed 110% of
the aggregate payments projected in the Base Cash Flow Schedule to be made through such date of
determination;



               (viii) that the Credit Parties shall not permit their aggregate minimum cash balance at any
time to be less than $12,500,000;



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               (ix) that the Credit Parties will deliver to Agent, as and when the same is delivered to the
First Lien Agent, the information required to be provided to the First Lien Agent pursuant to
clauses 6(c)(ix) [rolling update to Base Cash Flow Schedule] and 6(c)(xii) [January 31, 2010
monthly financials] of the First Lien Forbearance Agreement;



               (x) that none of the Credit Parties or any of their Subsidiaries will execute or deliver any
written agreement or instrument that has the effect or intent of preferring or securing any of its
creditors (other than the Agent and the Lenders with respect to the Obligations) such that any such
creditor would by virtue thereof hold a better position as a creditors rights matter than it holds
as of the date hereof, other than any Lien in respect of obligations under the First Lien
Agreement, including by means of a supplement to any credit document in respect thereof, solely to
the extent such Lien provides a first-priority lien on assets to the same extent that a Lien is
provided to the Agent on a second-priority basis on the same assets in accordance with the Credit
Agreement and the Intercreditor Agreement; and



               (xi) that the Credit Parties shall, by no later than February 25, 2010, (a) cause its
Subsidiary, RHI Entertainment Ltd., to become a Credit Party by delivering an Instrument of
Assumption and Joinder and such other local law documents as are delivered to the First Lien Agent
in respect of the First Lien Facilities, (b) use its best efforts to cause Account Control
Agreements to be delivered to the First Lien Agent with respect to: the deposit account numbered
001-01150-8 maintained by the Borrower with American Express; the deposit account numbered 30403261
maintained by RHI Entertainment Ltd. with Barclays Bank; and the deposit account numbered
062-438-1009-6303 maintained by RHI Entertainment Australia Pty Ltd. with Commonwealth Bank of
Australia (in the case of the last account, with the Account Control Agreement containing an
embedded grant of a security interest by RHI Entertainment Australia Pty Ltd. in favor of the Agent
(on a second priority basis and subject to the Intercreditor Agreement) in the amounts from time to
time standing in such account), and (c) to cause Account Control Agreements to be delivered to the
First Lien 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, as reflected on
Schedule 2 hereto;



          (d) Each Credit Party and the Parent hereby forever releases the Agent and each of the Lenders
from any and all liens, claims, interests and causes of action of any kind or nature (each, a
“Claim”) that any Credit Party now has or may hereafter have against the Agent or any of
the Lenders, and hereby agrees to indemnify and hold harmless the Agent and each of the Lenders for
all Claims that any Person may bring against the Agent or any of the Lenders that (i) arise under
or in connection with the Credit Agreement or any other Fundamental Documents based on facts
existing on or before the date hereof or (ii) arise under or in connection with this Agreement;
provided that the Credit Parties may bring claims or causes of action solely to enforce the
provisions of this Agreement. Each Credit Party and the Parent hereby reaffirms all of its
obligations under the Credit Agreement and each other Fundamental Document to which it is a party.



The Credit Parties acknowledge and agree that each of the commitments and agreements contained in
this Section 4 shall, except to the extent that the context clearly states or implies to the
contrary, remain in effect notwithstanding the expiration or termination of the Forbearance Period.






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     5. Conditions to Effectiveness. The provisions of Sections 1, 2, and 4 of this
Agreement shall not become effective unless and until each of the following conditions have been
satisfied:



          (a) the Agent shall have received counterparts of this Agreement executed by the Borrower,
each Guarantor (and any entity required to join the Credit Agreement as a Guarantor pursuant to
Section 5.21 of the Credit Agreement), the Parent, the Agent and the Lenders constituting the
Required Lenders;




          (b) after giving effect to this Agreement, no Event of Default or Default (with the sole
exception of (i) the Specified Defaults or (ii) any Default or Event of Default arising solely from
the inaccuracy of any representation or warranty contained in the Credit Agreement to the extent
that any such inaccuracy exists solely because of the existence of any Specified Default) shall
have occurred and be continuing;




          (c) the representations and warranties contained in Sections 4(a) and 6 hereof shall be true
and correct; and




          (d) all legal matters related to this Agreement shall be satisfactory to Milbank Tweed Hadley
& McCloy, LLP, counsel to the Agent.




     6. Representations and Warranties. Each Credit Party represents and warrants that
before and after giving effect to this Agreement 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 (a) that any such representations and warranties specifically relate to an earlier date and
(b) to the extent that any such representation or warranty would not be true and correct solely
because of the existence of any Specified Default).



     7. Entire Agreement. This Agreement constitutes the entire agreement of the parties
concerning the subject matter hereof and supersedes any prior or contemporaneous representations or
agreements, either oral or written, not contained herein.



     8. Further Assurances. At any time and from time to time, upon the Agent’s request at
the instruction of the Required Lenders 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, at the instruction of the Required Lenders, reasonably deems
necessary to effect the purposes of this Agreement.



     9. Fundamental Documents. This Agreement shall constitute a Fundamental Document.



     10. Full Force and Effect. Except as expressly set forth herein, this Agreement does
not constitute a waiver or a modification of any provision of the Credit Agreement or a waiver of
any Event of Default under the Credit Agreement. 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 and are hereby ratified and affirmed. As used in the Credit Agreement, the terms
“Agreement”, “this Agreement”, “herein”, “hereafter”, “hereto”, “hereof”,



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and words of similar import, shall, unless the context otherwise requires, mean the Credit
Agreement as modified by this Agreement.




     11. APPLICABLE LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK.



     12. Counterparts. This Agreement 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. Delivery of an executed counterpart of a signature page of this Agreement by facsimile
transmission or electronic photocopy (e.g., “.pdf”) shall be effective as delivery of a manually
executed counterpart hereof.



     13. Headings. The headings of this Agreement are for the purposes of reference only
and shall not affect the construction of or be taken into consideration in interpreting this
Agreement.



     14. Public/Private Information. Each of the Lenders acknowledges that information
furnished to it pursuant to this Agreement may include material non-public information concerning
the Borrower and its related parties or their respective securities, and confirms that it has
developed compliance procedures regarding the use of material non-public information and that it
will handle such material non-public information in accordance with those procedures and applicable
law, including federal and state securities laws. All such information, including requests for
waivers and amendments, furnished by the Borrower pursuant to, or in the course of administering,
this Agreement, will be syndicate-level information, which may contain material non-public
information about the Borrower and its related parties or their respective securities.
Accordingly, each Lender represents to the Borrower and the Agent that it has identified in its
“Administrative Questionnaire” a credit contact who may receive information that may contain
material non-public Information in accordance with its compliance procedures and applicable law.



     15. Agent Capacity. Wilmington Trust FSB is entering into this Agreement not
individually but rather solely in its capacity as the Agent for the Lenders pursuant to the Credit
Agreement, and shall have no personal liability to any other party hereto, except in case of its
own gross negligence or willful misconduct. This Agreement is entered into in connection with the
Credit Agreement and the Agent shall be fully protected in respect of this Agreement as provided in
the Credit Agreement.



[Signature Pages Follow]





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



	 	 	 	 	 
	 	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 	 
	 



Signature Page to RHI Forbearance Agreement




 









 








	 	 	 	 	 
	 	GUARANTORS:



RHI ENTERTAINMENT DISTRIBUTION, LLC

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

 	 
	 	By:  	/s/ Henry S. Hoberman
 	 
	 	 	Name:  	Henry S. Hoberman 	 
	 	 	Title:  	Exec VP, General Counsel & Secretary 	 
	 
	 	LIBRARY STORAGE, INC.

 	 
	 	By:  	/s/ Michael Scarpelli
 	 
	 	 	Name:  	Michael Scarpelli 	 
	 	 	Title:  	President & Secretary 	 
	 
	 	RHI INTERNATIONAL DISTRIBUTION, INC.

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



Signature Page to RHI Forbearance Agreement




 









 








	 	 	 	 	 
	 	AGENT:



WILMINGTON TRUST FSB

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



Signature Page to RHI Forbearance Agreement




 









 








	 	 	 	 	 
	 	LENDERS:



JPM MEZZANINE CAPITAL, LLC,

as Lender

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



Signature Page to RHI Forbearance Agreement




 









 








	 	 	 	 	 
	 	LENDERS:



CALIFORNIA BANK & TRUST,

as Lender

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



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	 	LENDERS:



KEP AIV, LLC,

as Lender

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

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 	 
	 




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SCHEDULE 1




Specified Defaults





	 	1.	 	Any Default or Event of Default arising under 7(c) of the Credit Agreement. [Failure to
pay interest]
	 
	 	2.	 	Any Default or Event of Default arising under Section 6.18 of the Credit Agreement
[Covenant against modifications to material contracts that are materially adverse to the
Lenders] as a result of having caused certain receivables from Crown Media to become
scheduled to be paid subsequent to December 31, 2009.
	 
	 	3.	 	Any Default or Event of Default arising solely as a result of the existence of the Base
Cash Flow Schedule or any rolling 13-week update relating thereto or arising under Section
7(g) of the Credit Agreement as a result of the implementation thereof.
	 
	 	4.	 	Any Default or Event of Default arising under Section 6.21 of the Credit Agreement.
[Coverage Ratio]




 









 











SCHEDULE 2




Deposit Accounts




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Account
	 	 	 	 	 	 	 	 	 	 	Balance as of	 	 	 	Control
	 	 	 	 	 	 	 	 	 	 	January 31,	 	 	 	Agreement
	Depository	 	 	 	Credit	 	 	 	 	 	2010 (in	 	Nature of	 	(“yes” or
	Institution	 	Account Name	 	Party?	 	Account Number	 	$US)	 	Account	 	“no”)
	JP Morgan Chase

	 	RHI Entertainment
LLC
	 	Yes
	 	 	304-671096	 	 	 	10,000	 	 	Petty Cash
	 	No
	JP Morgan Chase

	 	RHI International
Distribution Inc.
	 	Yes
	 	 	304-689211	 	 	 	—	 	 	Collection Account
	 	No
	JP Morgan Chase

	 	RHI International
Distribution Inc.
	 	Yes
	 	 	304-689254	 	 	 	4,251,120	 	 	Operating Account
	 	No
	JP Morgan Chase

	 	RHI Entertainment
LLC
	 	Yes
	 	 	314-006591	 	 	 	24,995,721	 	 	Operating Account
	 	No
	JP Morgan Chase

	 	RHI Entertainment
LLC
	 	Yes
	 	 	323-410537	 	 	 	188,076	 	 	Insurance / FSA
Account
	 	No
	JP Morgan Chase

	 	RHI Entertainment
LLC
	 	Yes
	 	 	323-047165	 	 	 	710,415	 	 	Payroll Account
	 	No
	JP Morgan Chase

	 	RHI Entertainment
LLC
	 	Yes
	 	 	324-330332	 	 	 	—	 	 	Collection Account
	 	No
	JP Morgan Chase

	 	RHI Entertainment
Distribution LLC
	 	Yes
	 	 	304-959251	 	 	 	—	 	 	Collection Account
	 	No
	JP Morgan Chase

	 	RHI International
Distribution Inc.
	 	Yes
	 	 	601-893506	 	 	 	—	 	 	Checking Account
	 	No
	JP Morgan Chase

	 	RHI Entertainment
LLC
	 	Yes
	 	 	615-536158	 	 	 	—	 	 	Checking Account
	 	No
	JP Morgan Chase

	 	RHI Entertainment
Productions LLC
	 	Yes
	 	 	758-683403	 	 	 	—	 	 	Collection Account
	 	No
	JP Morgan Chase

	 	Library Storage Inc
	 	Yes
	 	 	799-760657	 	 	 	—	 	 	Checking Account
	 	No
	JP Morgan Chase

	 	Library Storage Inc
	 	Yes
	 	 	799-760632	 	 	 	4,410	 	 	Operating Account
	 	No
	American Express

	 	RHI Entertainment

LLC
	 	No
	 	 	001-011150-8	 	 	 	400,000	 	 	CD Account
	 	No
	Israel Discount Bank

	 	RHI Entertainment

LLC
	 	Yes
	 	 	03-49130 /

2203928	 	 	 	250,128	 	 	Operating Account
	 	Yes
	California Bank &
Trust

	 	RHI Entertainment

LLC
	 	Yes
	 	 	324-0329751 /

0165709	 	 	 	9,227	 	 	Operating Account
	 	Yes
	Barclays Bank

	 	RHI Entertainment
Ltd
	 	No
	 	 	30403261 /

70156167	 	 	 	90,340	 	 	Operating Account
	 	No
	Commonwealth Bank
of Australia

	 	RHI Entertainment

Australia Pty Ltd
	 	No
	 	 	062-438-1009-6303	 	 	 	60,223	 	 	Operating Account
	 	No
	Barclays Bank

	 	RHI Entertainment

Ltd
	 	No
	 	 	80374636	 	 	 	166	 	 	Production Account
	 	No
	HVB Hungarian Bank

	 	DTS Productions Ltd
	 	No
	 	 	10918000000000

367110017	 	 	 	—	 	 	Production Account
	 	No






2









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Account
	 	 	 	 	 	 	 	 	 	 	Balance as of	 	 	 	Control
	 	 	 	 	 	 	 	 	 	 	January 31,	 	 	 	Agreement
	Depository	 	 	 	Credit	 	 	 	 	 	2010 (in	 	Nature of	 	(“yes” or
	Institution	 	Account Name	 	Party?	 	Account Number	 	$US)	 	Account	 	“no”)
	HVB Hungarian Bank

	 	DTS Productions Ltd
	 	No
	 	 	109180010000000

367110024	 	 	 	—	 	 	Production Account
	 	No
	Barclays Bank

	 	SFR Ltd
	 	No
	 	 	60655376	 	 	 	—	 	 	Production Account
	 	No
	Barclays Bank

	 	SFR Ltd
	 	No
	 	 	40047678	 	 	 	4,498	 	 	Production Account
	 	No
	Barclays Bank

	 	SFR Ltd
	 	No
	 	 	68372755	 	 	 	—	 	 	Production Account
	 	No
	Barclays Bank

	 	SFR Ltd
	 	No
	 	 	86918211	 	 	 	472	 	 	Production Account
	 	No
	HVB Hungarian Bank

	 	RHI Entertainment

Kft
	 	No
	 	 	1091 8001 00000003

68110027	 	 	 	—	 	 	Production Account
	 	No
	HVB Hungarian Bank

	 	RHI Entertainment

Kft
	 	No
	 	 	1091 8001 00000003

68110010	 	 	 	—	 	 	Production Account
	 	No
	Royal Bank of
Scotland

	 	RHI Entertainment

LLC
	 	Yes
	 	 	10154958	 	 	 	—	 	 	Production Account
	 	No
	JPMorgan Chase

	 	NGP Holding
	 	No
	 	 	323-317-014	 	 	 	—	 	 	Production Account
	 	No






3









 






SCHEDULE 3



Per-Subsidiary Breakdown of Gross Asset Values of Non-Credit Party Subsidiaries




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Gross asset	 
	 	 	 	 	 	 	value as of	 
	 	 	 	 	 	 	January 31,	 
	 	 	Credit	 	 	2010 (in $US)	 
	Entity	 	Party?	 	 	(000’s)	 
	Metropolitan Productions, Inc
	 	No	 	 	—	 
	Don Quixote, Inc
	 	No	 	 	—	 
	HE PRO Tunes, Inc.
	 	No	 	 	—	 
	HEP Music, Inc.
	 	No	 	 	—	 
	HEP SS Music, Inc
	 	No	 	 	—	 
	SLB Productions, Inc
	 	No	 	 	—	 
	RHI Entertainment Australia
Pty. Ltd.
	 	No	 	 	80	 
	Southern Whale Pty Ltd
	 	No	 	 	—	 
	Wayzgoose Concerts Services BV
	 	No	 	 	—	 
	RHI Entertainment Ltd
	 	No	 	 	562	 
	RHI Entertainment Kft
	 	No	 	 	—	 
	NGP Holding Inc
	 	No	 	 	—	 
	HEGOA Inc.
	 	No	 	 	—	 
	Independent Projects, Inc.
	 	No	 	 	—	 
	HEDAUS Pty Limited
	 	No	 	 	—	 
	DTS Productions Limited
	 	No	 	 	—	 
	Thistle Management Ltd
	 	No	 	 	—	 
	SFR Limited
	 	No	 	 	5	 
	 
	 	 	 	 	 	 	 
	Total Asset Value
	 	 	 	$	647	 
	 
	 	 	 	 	 	 	 






4