EX-10.8.D






Exhibit 10.8(d)




“1st Lien Amendment”




	 	 	 
	 

	 	AMENDMENT NO. 4 dated as of March 2, 2009 (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, 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 deems it advisable to write down all or a substantial portion of its
goodwill as a result of Public Co.’s publicly-traded common stock presently trading below a price
sufficient to support the Borrower carrying the full amount of such goodwill as an asset on its
consolidated balance sheet.



     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. Upon the
occurrence of the Amendment Effective Date (as set forth in Section 3 hereof), the following
amendments are hereby made to the Credit Agreement, with full force and effect as of December 31,
2008:




          (A) Section 1.1 of the Credit Agreement is hereby amended by:




          (1) deleting the definition of “Consolidated Net Income” appearing therein and inserting in
lieu thereof the following replacement definition:





“Consolidated Net Income” shall mean, for any period for which such
amount is being determined, the consolidated net income of such Person after
taxes for such period in accordance with GAAP; provided,
however, that, without duplication, (i) any net after-tax



 









 







income or loss from discontinued operations and any net after-tax gain or
loss on disposal of discontinued operations shall be excluded, (ii) any net
after-tax gain or loss (less all fees and expenses or charges relating
thereto) attributable to business dispositions or asset dispositions other
than in the ordinary course of business (as determined in good faith by the
board of directors of the Borrower) shall be excluded, (iii) any net
after-tax income or loss (less all fees and expenses or charges relating
thereto) attributable to the early extinguishment of indebtedness shall be
excluded, (iv) any non-cash compensation expense realized from or related to
profit interest awards, grants of stock appreciation or similar rights, stock
options or other rights to directors, officers and employees of the Borrower
or any of its Subsidiaries shall be excluded, (v) Consolidated Net Income for
such period shall not include the cumulative effect of a change in accounting
principles during such period, (vi) solely for purposes of determining
compliance with Section 6.14 and the other provisions of the Credit Agreement
determined with reference to Section 6.14, Consolidated Net Income for such
period shall not include any impairment of goodwill or any impairment or
amortization of items included in the balance sheet (in a manner not
inconsistent with the Borrower’s unaudited balance sheet as of December 31,
2008) as “Intangible assets, net”, and (vii) Consolidated Net Income shall
not include any non-cash gains or non-cash losses of the Borrower and its
Subsidiaries relating to changes in fair value of, and accounting related to,
interest rate derivatives or foreign exchange derivatives; provided,
further, that for purposes of determinations of Consolidated Net Income, it
shall be assumed that amounts actually paid or payable by the Borrower to the
Parent pursuant to Section 6.5(b)(i) were taxes expensed by the Borrower.



          (2) deleting the definition of “Consolidated Net Worth” appearing therein and inserting the
following new definition in appropriate alphabetical order:





“Consolidated Tangible Net Worth” shall mean: as at any date of
determination, the total member’s equity of the Borrower and its consolidated
Subsidiaries, less any goodwill and any items included in the balance sheet
(in a manner not inconsistent with the Borrower’s unaudited balance sheet as
of December 31, 2008) as “Intangible assets, net” of the Borrower and its
consolidated Subsidiaries and excluding the “Accumulated other comprehensive
income (loss)” component of member’s equity to the extent such component is
associated with non-cash gains or non-cash losses relating to changes in fair
value of, and accounting related to, interest rate derivatives or foreign
exchange derivatives, all as determined in accordance with GAAP,
provided, that Borrower may (without duplication) add back to
Consolidated Tangible Net Worth the amount of any deductions therefrom
relating to the fees, premiums, penalties, costs and expenses arising out of
refinancing or repayment of the Facilities and the



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Second Lien Facility (including any applicable OID charges) from time to time
(including (x) such fees, premiums, penalties, costs and expenses capitalized
by the Borrower on or prior to December 31, 2008 and being amortized over the
term of the Facilities or the Second Lien Facility, as applicable, and (y)
the retirement of all or a portion of the “Obligations” (as defined in the
Second Lien Agreement) in connection with the Qualified IPO in June 2008 but
not the fee paid to the Kelso Group in exchange for terminating the
Management Agreement).



          (B) Section 6.14 of the Credit Agreement is hereby replaced in its entirety with the
following:




          “SECTION 6.14. Minimum Consolidated Tangible Net Worth.
Subject to adjustments in connection with Specified Equity Contributions as
specified in Section 1.2 hereof, permit the Consolidated Tangible Net
Worth of the Borrower and its Subsidiaries to be less than 80% of their
Consolidated Tangible Net Worth on December 31, 2008 (which is equal to
$194,528,000, which amount is the balance in the financial statements prior
to audit) and, as of December 31st of each subsequent fiscal year
the minimum amount applicable during the prior fiscal year plus 75%
of the proceeds of the issuance of any Equity Interests (other than such as
are Specified Equity Contributions) raised during such fiscal year,
plus 75% of the Consolidated Net Income (without any deduction for
Consolidated Net Income of less than zero) of the Borrower and its
consolidated Subsidiaries for such fiscal year. The minimum Consolidated
Tangible Net Worth computed pursuant to the preceding provisions of this
Section 6.14 shall be reduced by the aggregate amount of dividends made in
compliance with Section 6.5(b)(iii) hereof. The Borrower shall
deliver to the Administrative Agent a certificate, in form and substance
reasonably acceptable to the Administrative Agent, within one-hundred twenty
(120) days after the end of each fiscal year, demonstrating compliance with
this Section 6.14.”




          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




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          (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.




          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 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.




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          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.




          SECTION 13. Public/Private Information. Each of the Lenders acknowledges that
Information furnished to it pursuant to this Amendment No. 4 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 Information,
including requests for waivers and amendments, furnished by the Borrower pursuant to, or in the
course of administering, this Amendment No. 4, 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 Administrative
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.




[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/ William J. Aliber 	 
	 	 	Name:  	William J. Aliber 	 
	 	 	Title:  	Chief Financial Officer 	 
	 
	 	PARENT:





RHI ENTERTAINMENT HOLDINGS II, LLC

 	 
	 	By  	/s/ William J. Aliber 	 
	 	 	Name:  	William J. Aliber 	 
	 	 	Title:  	Chief Financial Officer 	 
	 
	 	GUARANTORS:





RHI ENTERTAINMENT DISTRIBUTION, LLC

 	 
	 	By  	/s/ Peter N. von Gal 	 
	 	 	Name:  	Peter N. von Gal 	 
	 	 	Title:  	Chairman, CEO 	 
	 
	 	RHI ENTERTAINMENT PRODUCTIONS, LLC

 	 
	 	By  	/s/ Peter N. von Gal 	 
	 	 	Name:  	Peter N. von Gal 	 
	 	 	Title:  	Chairman, CEO 	 
	 



[Signature Page to Amendment No. 4 to the Amended and Restated Credit Agreement]



 








 








	 	 	 	 	 
	 	RHI INTERNATIONAL DISTRIBUTION, INC.

 	 
	 	By  	/s/
Peter N. von Gal 	 
	 	 	Name:  	Peter N. von Gal 	 
	 	 	Title:  	President 	 
	 
	 	LIBRARY STORAGE, INC.

 	 
	 	By  	/s/
Alan Block 	 
	 	 	Name:  	Alan Block 	 
	 	 	Title:  	Vice President 	 
	 



[Signature Page to Amendment No. 4 to the Amended and Restated Credit Agreement]




 









 








	 	 	 	 	 
	 	JPMORGAN CHASE BANK, N.A.,

as Administrative Agent and Issuing Bank

 	 
	 	By  	/s/
Kim W. Cheng 	 
	 	 	Name:  	Kim W. Cheng 	 
	 	 	Title:  	Vice President 	 
	 



[Signature Page to Amendment No. 4 to the Amended and Restated Credit Agreement]




 









 








	 	 	 	 	 
	 	BANK OF AMERICA,

as a Lender

 	 
	 	By  	/s/
Matthew Koenig	 
	 	 	Name:  	Matthew Koenig	 
	 	 	Title:  	Senior Vice President	 
	 
	 
	 	ALLIANCE LEICESTER COMMERCIAL
FINANCE PLC,

as a Lender

 	 
	 	By  	/s/
Paul Hickford	 
	 	 	Name:  	Paul Hickford	 
	 	 	Title:  	Head of Syndicated & Leveraged Finance	 
	 
	 	By  	/s/
Andrew Williams	 
	 	 	Name:  	Andrew Williams	 
	 	 	Title:  	Head of Global Infrastructure	 
	 
	 
	 	BAYERISCHE HYPO- UND VEREINSBANK AG,

as a Lender

 	 
	 	By  	/s/
Bastian Kolbe	 
	 	 	Name:  	Bastian Kolbe	 
	 	 	Title:  		 
	 
	 	By  	/s/
Roland Schwab	 
	 	 	Name:  	Roland Schwab	 
	 	 	Title:  	SVP	 
	 
	 
	 	ISRAEL DISCOUNT BANK OF NEW YORK,

as a Lender

 	 
	 	By  	/s/
David A. Acosta	 
	 	 	Name:  	David A. Acosta	 
	 	 	Title:  	Senior Vice President	 
	 
	 	By  	/s/
Michael Paul	 
	 	 	Name:  	Michael Paul	 
	 	 	Title:  	Vice President	 
	 
	 
	 	U.S. BANK NATIONAL ASSOCIATION,

as a Lender

 	 
	 	By  	/s/
David K. Henry	 
	 	 	Name:  	David K. Henry	 
	 	 	Title:  	Senior Vice President	 
	 
	 
	 	BANK LEUMI USA,

as a Lender

 	 
	 	By  	/s/
J. Delvoye	 
	 	 	Name:  	J. Delvoye	 
	 	 	Title:  	FVP	 
	 
	 
	 	MANUFACTURERS BANK,

as a Lender

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



[Signature Page to Amendment No. 4 to the Amended and Restated Credit Agreement]