exv10w2






Exhibit 10.2




ASSIGNMENT OF

INTERCREDITOR AGREEMENTS




          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”).




          WHEREAS, reference is made to 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 “Second Lien Credit
Agreement”) by and among RHI Entertainment, LLC (“Borrower”), RHI Entertainment
Holdings II, LLC (“Parent”) and the guarantors thereto (“Guarantors”) the financial
institutions or entities from time to time parties thereto as lenders
(collectively, the “Lenders”), and the Existing Second Lien Agent;




          WHEREAS, reference is made to that certain Credit, Security, Guaranty and
Pledge Agreement, dated as of January 12, 2006, as amended and restated as of April
13, 2007 by and among the Borrower, the Guarantors, the financial institutions from
time to time party thereto as lenders, and JPMCB as administrative agent (in such
capacity, the “First Lien Agent”) and as issuing bank;




          WHEREAS, the Borrower, Parent, Guarantors, Lenders, Existing Second Lien Agent
and Successor Second Lien Agent have entered into the Successor Agent Agreement and
Second Amendment to Credit, Security, Guaranty and Pledge Agreement, dated
February 12, 2010 (the “Successor Agency Agreement”), which acknowledges
the resignation of the Existing Second Lien Agent as administrative agent under the
Second Lien Credit Agreement and all Fundamental Documents and appoints Successor
Second Lien Agent as successor administrative agent under the Second Lien Credit
Agreement and all Fundamental Documents;




          WHEREAS, the Parties are party to one or more intercreditor agreements listed
in Exhibit A attached hereto (each an “Intercreditor Agreement, and collectively,
the “Intercreditor Agreements”);




          WHEREAS, the Existing Second Lien Agent desires to assign all of its
respective rights, responsibilities, duties and obligations under each
Intercreditor Agreement to the Successor Second Lien Agent;




          WHEREAS, the Successor Second Lien Agent desires to succeed the Existing
Second Lien Agent in all of its respective rights, responsibilities, duties and
obligations under each Intercreditor Agreement; and




          WHEREAS, the Parties hereby acknowledge and agree to the assignment of each
Intercreditor Agreement by JPMCB, in its capacity as Existing Second Lien Agent
(but not in JPMCB’s capacity as First Lien Agent), to Wilmington, in its capacity
as Successor Second Lien Agent.




1









 








          NOW, THEREFORE, in consideration of the promises and covenants contained
herein, the parties hereto agree as follows:




     1. The Recitals set forth above are true and correct and are hereby incorporated into
this Agreement as if set forth at length herein.



     2. The Existing Second Lien Agent and the Successor Second Lien Agent hereby notify
you that, pursuant to the Agency Transfer Agreement, JPMorgan Chase Bank, N.A., has
resigned as administrative agent under the Second Lien Credit Agreement and Wilmington
Trust FSB has been appointed as replacement administrative agent under the Second Lien
Credit Agreement, and has succeeded to and become vested with all the rights, powers and
privileges of the Existing Second Lien Agent under the Second Lien Credit Agreement.



     3. In accordance with the foregoing, Existing Second Lien Agent hereby grants,
conveys, transfers and assigns to Successor Second Lien Agent all of Existing Second Lien
Agent’s rights, titles and interests in, to and under each of the Intercreditor Agreements.



     4. Existing Second Lien Agent hereby agrees to indemnify, protect, defend and hold
harmless Successor Second Lien Agent from and against any and all claims, liabilities,
losses, costs, damages or expenses (including, without limitation, reasonable attorneys’
fees and costs) arising out of or resulting from any gross negligence or willful misconduct
by Existing Second Lien Agent under the terms of each Intercreditor Agreement arising on
or prior to the date hereof.



     5. Existing Second Lien Agent hereby covenants that it will, from time to time, upon
reasonable written request therefor, at Successor Second Lien Agent’s sole expense and
without the assumption of any additional liability thereby, execute and deliver to
Successor Second Lien Agent, its successors and assigns, any new or confirmatory
instruments and take such further acts as Successor Second Lien Agent may reasonably
request to fully evidence or effect the assignment contained herein.



     6. Successor Second Lien Agent hereby accepts the foregoing assignment and agrees to
assume, pay, perform and discharge, as and when due, all of the agreements and obligations
of Existing Second Lien Agent under each Intercreditor Agreement arising under and to be
performed or discharged after the date hereof, and agrees to be bound by all of the terms
and conditions applicable to it contained in each Intercreditor Agreement.



     7. Successor Second Lien Agent hereby agrees to indemnify, protect, defend and hold
harmless Existing Second Lien Agent from and against any and all claims, liabilities,
losses, costs, damages or expenses (including, without limitation, reasonable attorneys’
fees and costs) arising out of or resulting from any breach or default by Successor Second
Lien Agent under the terms of each Intercreditor Agreement arising after the date hereof.



     8. The provisions of this Agreement shall be binding upon the successors and assigns
of Existing Second Lien Agent and Successor Second Lien Agent, and shall inure
to the benefit of the successors and assigns of Existing Second Lien Agent and
Successor Second Lien Agent, respectively.



     9. This Agreement may be executed in any number of counterparts, each of which shall
be deemed an original, but all of which when taken together shall constitute one and the
same instrument. The signature page of any counterpart may be detached therefrom without
impairing the legal effect of the signature(s) thereon and attached to any other
counterpart identical thereto except having additional signature pages attached to it.



2









 





     10. Each of the Parties signatory hereto acknowledges and agrees that (a) the
Successor Second Lien Agent shall not be responsible for any claims, liabilities, losses,
costs, damages or expenses arising out of any actions taken by Existing Second Lien Agent
under any Intercreditor Agreement prior to the date hereof and (b) that the Existing Second
Lien Agent shall not be responsible for any claims, liabilities, costs, damages or expenses
arising out of any actions taken by Successor Second Lien Agent under any Intercreditor
Agreement subsequent to the date hereof.



     11. For the avoidance of doubt, nothing herein shall be deemed to limit the rights of
the First Lien Agent under any Intercreditor Agreement, or the role of JPMCB as First Lien
Agent, who shall continue in such role following the date hereof.



     12. This Agreement shall become effective upon its execution by Existing Second Lien
Agent and the Successor Second Lien Agent, regardless of whether any other Party executes
this Agreement.



[Signature Page Follows]





3












 





          IN WITNESS WHEREOF, Existing Second Lien Agent and Successor Second Lien Agent have
caused their duly authorized representatives to execute this Agreement as of the date first above
written.



	 	 	 	 	 
	EXISTING SECOND LIEN AGENT:	
JPMorgan Chase Bank, N.A.,

as outgoing second lien administrative agent

 	 
	 	By:  	/s/ Christa Thomas
 	 
	 	 	Name:  	Christa Thomas 	 
	 	 	Title:  	Managing Director 	 
	 
	SUCCESSOR SECOND LIEN AGENT:	Wilmington Trust FSB,

as successor second lien administrative agent

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



[Signature page to Assignment of Intercreditor Agreements]







 









 









          IN WITNESS WHEREOF, Existing Second Lien Agent and Successor Second Lien Agent have
caused their duly authorized representatives to execute this Agreement as of the date first above
written.



	 	 	 	 	 
	EXISTING SECOND LIEN AGENT:	JPMorgan Chase Bank, N.A.,

as outgoing second lien administrative agent

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	SUCCESSOR SECOND LIEN AGENT:	Wilmington Trust FSB,

as successor second lien administrative agent

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



[Signature page to Assignment of Intercreditor Agreements]




 









 








ACKNOWLEDGED AND AGREED:




	 	 	 	 	 
	JPMorgan Chase Bank, N.A.,
 	 	 
	as first lien administrative agent;
 	 	 
	
 	 	 
	By:  	/s/ Patricia S. Carpen
 	 	 
	 	Name:  	Patricia S. Carpen 	 
	 	Title:  	Vice President 	 	 
	 



[Signature page to Assignment of Intercreditor Agreements]








 









 








	 	 	 	 	 
	RHI Entertainment, LLC

 	 	 
	By:  	/s/
Peter von Gal
 	 	 
	 	Name:  	Peter von Gal 	 	 
	 	Title:  	Chief Operating Officer 	 	 
	 	 
	RHI Entertainment Holdings II, LLC

 	 	 
	By:  	/s/
Peter von Gal
 	 	 
	 	Name:  	Peter von Gal 	 	 
	 	Title:  	Chief Operating Officer 	 	 
	 	 
	RHI Entertainment Productions, LLC

 	 	 
	By:  	/s/ Henry S. Hoberman
 	 	 
	 	Name:  	Henry S. Hoberman 	 	 
	 	Title:  	Exec Vice Pres., General Counsel & Secretary 	 	 
	 	 
	RHI Entertainment Distribution,
LLC

 	 	 
	By:  	/s/ Henry S. Hoberman
 	 	 
	 	Name:  	Henry S. Hoberman 	 	 
	 	Title:  	Exec Vice Pres., General Counsel & Secretary 	 	 
	 	 
	RHI International Distribution, Inc.

 	 	 
	By:  	/s/ Michael Scarpelli
 	 	 
	 	Name:  	Michael Scarpelli 	 	 
	 	Title:  	Vice President & Treasurer 	 	 
	 	 
	Library Storage, Inc.

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



[Signature page to Assignment of Intercreditor Agreements]





 











 





EXHIBIT A




Intercreditor Agreements




	1.	 	Replacement Amended and Restated Intercreditor Agreement dated as of June 23, 2008 by and among
JPMorgan Chase Bank, N.A. (“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), RHI Entertainment, LLC
(“Borrower”), KRH Investments LLC (f/k/a RHI Entertainment Holdings, LLC), and RHI
Entertainment Holdings II, LLC. (“RHIEH II”);
	 
	2.	 	Intercreditor Agreement dated as of April 16, 2008, by and among RHI Entertainment
Distribution, LLC (“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;
	 
	3.	 	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”);
	 
	4.	 	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;
	 
	5.	 	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;
	 
	6.	 	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;
	 
	7.	 	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;
	 
	8.	 	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;
	 
	9.	 	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;




A-1









 












	10.	 	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;
	 
	11.	 	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;
	 
	12.	 	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”);
	 
	13.	 	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;
	 
	14.	 	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”);
	 
	15.	 	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;
	 
	16.	 	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;
	 
	17.	 	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;
	 
	18.	 	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;
	 
	19.	 	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; and
	 
	20.	 	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.






A-2