EX-10.8.C






Exhibit 10.8(c)




“1st Lien Amendment”




	 	 	 
	 

	 	AMENDMENT NO. 3 dated as of November 11, 2008 (this
“Amendment”) to the Credit, Security, Guaranty and Pledge
Agreement, dated as of January 12, 2006, as amended and restated as
of April 13, 2007, among RHI Entertainment, LLC (the
“Borrower”), Parent and the Guarantors referred to therein,
the Lenders referred to therein and JPMorgan Chase Bank, N.A., as
Issuing Bank and as Administrative Agent for the Lenders (the
“Administrative Agent”) (as the same has been amended,
supplemented or otherwise modified from time to time prior to this
Amendment, the “Credit Agreement”).






INTRODUCTORY STATEMENT




     WHEREAS, the Lenders have made available to the Borrower certain credit facilities pursuant to
the terms of the Credit Agreement.



     WHEREAS, the Borrower, Parent, the Guarantors, the Required Lenders and the Administrative
Agent have agreed to amend the Credit Agreement, on the terms and subject to the conditions
hereinafter set forth.



     NOW THEREFORE, the parties hereto hereby agree as follows:


SECTION 1. Defined Terms. Capitalized terms used herein and not otherwise defined herein
shall have the meaning given them in the Credit Agreement (for the avoidance of doubt, as amended
by this Amendment).



SECTION 2. Amendments to the Credit Agreement Upon Amendment Effective Date. Subject to
the satisfaction of the conditions precedent set forth in Section 3 hereof:




     (a) Section 1.1 of the Credit Agreement is hereby amended by deleting the final sentence
appearing in clause “C.” of the definition of “Eligible Receivables” and inserting in lieu thereof
the following language:




“For the purposes hereof, “Spot Rate” shall mean the exchange rate of the
applicable foreign currency quoted in Dollars as of the end of the Business Day
(either New York closing price or late New York trading price) immediately
preceding the relevant date of determination (1) as published by The Wall Street
Journal in print or online or (2) if, as of the relevant date of determination, The
Wall Street Journal does not publish such rate, by reference to a print or online
publication of exchange rates reasonably satisfactory to the Administrative Agent
and the Borrower, and in any such case determined without reference to any forward
rate.”



 









 





     (b) Section 2.16(a) of the Credit Agreement is hereby amended by: (i) deleting the word “and”
appearing after clause “(A)” of the first proviso appearing in Section 2.16(a) and (ii) inserting
the following language immediately prior to period appearing at the end of Section 2.16(a):




”, and (C) the Borrower shall not request that any Letter of Credit be issued if,
after giving effect thereto, the then current L/C Exposure would exceed
$10,000,000”


SECTION 3. Conditions to Effectiveness. The effectiveness of this Amendment is subject to
the satisfaction of each of the following conditions (the date on which such conditions have been
satisfied referred to herein as the “Amendment Effective Date”):




     (a) the receipt by the Administrative Agent of counterparts of this Amendment which, when
taken together, bear the signatures of the Borrower, the Parent, the Guarantors (and any entity
required to join the Credit Agreement as a Guarantor pursuant to Section 5.21 of the Credit
Agreement), the Required Lenders and the Administrative Agent;



     (b) after giving effect to this Amendment, no Event of Default or Default shall have occurred
and be continuing; and



     (c) the representations and warranties contained in Section 4 hereof being true and correct.


SECTION 4. Representations and Warranties. Each Credit Party represents and warrants that
before and after giving effect to this Amendment, 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 that any such representations and warranties specifically relate to an earlier date).



SECTION 5. Further Assurances. At any time and from time to time, upon the Administrative
Agent’s request 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 Administrative Agent reasonably deems necessary to effect the purposes of this Amendment.



SECTION 6. Fundamental Documents. This Amendment shall constitute a Fundamental Document.



SECTION 7. Full Force and Effect. Except as expressly set forth herein, this Amendment
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”, and words of similar
import, shall, unless the context otherwise requires, mean the Credit Agreement as amended by this
Amendment.




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SECTION 8. References. This Amendment shall be limited precisely as written and shall not
be deemed (a) to be a consent granted pursuant to, or a waiver or modification of, any other term
or condition of the Credit Agreement or any of the instruments or agreements referred to therein or
(b) to prejudice any right or rights which the Administrative Agent or the Lenders may now have or
have in the future under or in connection with the Credit Agreement or any of the instruments or
agreements referred to therein. Whenever the Credit Agreement is referred to in the Credit
Agreement or any of the instruments, agreements or other documents or papers executed or delivered
in connection therewith, such reference shall be deemed to mean the Credit Agreement as modified by
this Amendment.



SECTION 9. APPLICABLE LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK.



SECTION 10. Counterparts. This Amendment 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 Amendment by
facsimile transmission or electronic photocopy (i.e., “.pdf”) shall be effective as delivery of a
manually executed counterpart hereof.



SECTION 11. Expenses. The Borrower agrees to pay all out-of-pocket expenses incurred by
the Administrative Agent in connection with the preparation, execution and delivery of this
Amendment, including, but not limited to, the reasonable fees and disbursements of counsel for the
Administrative Agent.



SECTION 12. Headings. The headings of this Amendment are for the purposes of reference
only and shall not affect the construction of or be taken into consideration in interpreting this
Amendment.




[Signature Pages Follow]




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     IN WITNESS WHEREOF, the parties hereby have caused this Amendment to be duly executed as of
the date first written above.



	 	 	 	 	 
	 	BORROWER:





RHI ENTERTAINMENT, LLC

 	 
	 	By  	/s/ Henry S. Hoberman 	 
	 	 	Name:  	Henry S. Hoberman 	 
	 	 	Title:  	EVP, General Counsel & Secretary 	 
	 
	 	PARENT:





RHI ENTERTAINMENT HOLDINGS II, LLC

 	 
	 	By  	/s/ Henry S. Hoberman 	 
	 	 	Name:  	Henry S. Hoberman 	 
	 	 	Title:  	EVP, General Counsel & Secretary 	 
	 
	 	GUARANTORS:





RHI ENTERTAINMENT DISTRIBUTION, LLC

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

 	 
	 	By  	/s/ Henry S. Hoberman 	 
	 	 	Name:  	Henry S. Hoberman 	 
	 	 	Title:  	EVP, General Counsel & Secretary 	 
	 



[Signature Page to Amendment No. 3 to the Amended and Restated Credit Agreement]



 








 








	 	 	 	 	 
	 	RHI INTERNATIONAL DISTRIBUTION, INC.

 	 
	 	By  	/s/ Marty DeGrazia 	 
	 	 	Name:  	Marty DeGrazia 	 
	 	 	Title:  	VP & Secretary 	 
	 
	 	LIBRARY STORAGE, INC.

 	 
	 	By  	/s/ Vincent Montagano 	 
	 	 	Name:  	Vincent Montagano 	 
	 	 	Title:  	President 	 
	 



[Signature Page to Amendment No. 3 to the Amended and Restated Credit Agreement]




 









 








	 	 	 	 	 
	 	JPMORGAN CHASE BANK, N.A.,

as Administrative Agent and Issuing Bank

 	 
	 	By  	/s/ Alexandra Bratman 	 
	 	 	Name:  	Alexandra Bratman 	 
	 	 	Title:  	Vice President 	 
	 



[Signature Page to Amendment No. 3 to the Amended and Restated Credit Agreement]




 









 





	 	 	 	 	 
	 	LENDER:





Bank of America, N.A.

 	 
	 	By  	/s/ Daniel Timmons 	 
	 	 	Name:  	Daniel Timmons 	 
	 	 	Title:  	Senior Vice President 	 
	 



	 	 	 	 	 
	 	LENDER:





THE ROYAL BANK OF SCOTLAND PLC

 	 
	 	By:  	/s/ Tyler J. McCarthy
 	 
	 	 	Name:  	Tyler J. McCarthy 	 
	 	 	Title:  	Director 	 
	 
	 
	 	LENDER:





UNION BANK OF CALIFORNIA, N.A.

 	 
	 	By:  	/s/ Lawrence Endo
 	 
	 	 	Name:  	Lawrence Endo 	 
	 	 	Title:  	Assistant Vice President 	 
	 
	 
	 	LENDER:





ALLIANCE & LEICESTER COMMERCIAL FINANCE PLC

 	 
	 	By:  	/s/ G.A. Faulkner
 	 
	 	 	Name:  	G.A. Faulkner 	 
	 	 	Title:  	Head of Structured Finance 	 
	 
	 	 	 
	 	By:  	/s/ Jonathan Marchant 	 
	 	 	Name:  	Jonathan Marchant 	 
	 	 	Title:  	Senior Manager 	 
	 
	 
	 	LENDER:





BNP PARIBAS

 	 
	 	By:  	/s/ Gregg Bonardi
 	 
	 	 	Name:  	Gregg Bonardi 	 
	 	 	Title:  	Director 	 
	 
	 	 	 
	 	By:  	/s/ Ola Anderssen
 	 
	 	 	Name:  	Ola Anderssen 	 
	 	 	Title:  	Director 	 
	 
	 
	 	LENDER:





BAYERISCHE HYPO- UND VEREINSBANK AG

 	 
	 	By:  	/s/ Bastian Kolbe
 	 
	 	 	Name:  	Bastian Kolbe 	 
	 	 	Title:  	Schwab SVP 	 
	 
	 
	 	LENDER:





ISRAEL DISCOUNT BANK OF NEW YORK

 	 
	 	By:  	/s/ David A. Acosta
 	 
	 	 	Name:  	David A. Acosta 	 
	 	 	Title:  	Senior Vice President 	 
	 
	 	 	 
	 	By:  	/s/ Michael Paul
 	 
	 	 	Name:  	Michael Paul 	 
	 	 	Title:  	Vice President 	 
	 
	 
	 	LENDER:





CALIFORNIA BANK & TRUST

 	 
	 	By:  	/s/ Connie McCoy
 	 
	 	 	Name:  	Connie McCoy 	 
	 	 	Title:  	Vice President 	 
	 
	 
	 	LENDER:





BANK LEUMI USA

 	 
	 	By:  	/s/ Jacques Delvoye
 	 
	 	 	Name:  	Jacques Delvoye 	 
	 	 	Title:  	FVP 	 
	 
	 
	 	LENDER:





[THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND]

 	 
	 	By:  	/s/ G.A. Marchant
 	 
	 	 	Name:  	G.A. Marchant 	 
	 	 	Title:  	Director 	 
	 
	 	 	 
	 	By:  	/s/ T.J. Herring
 	 
	 	 	Name:  	T.J. Herring 	 
	 	 	Title:  	Manager 	 
	 
	 
	 	LENDER:





MANUFACTURERS BANK

 	 
	 	By:  	/s/ Maureen Kelly
 	 
	 	 	Name:  	Maureen Kelly 	 
	 	 	Title:  	Vice President 	 
	 
	 
	 	LENDER:





CIT LENDING SERVICES CORPORATION

 	 
	 	By:  	/s/ Sherrese Clarke
 	 
	 	 	Name:  	Sherrese Clarke 	 
	 	 	Title:  	Vice President 	 
	 



[Signature Page to Amendment No. 3 to the Amended and Restated Credit Agreement]