EX-10.9.A





Exhibit
10.9(a)


“2nd Lien Amendment”




AMENDMENT NO. 1 dated as of August 7, 2008 (this

“Amendment”) to the Credit, Security, Guaranty and Pledge

Agreement, dated as of June 23, 2008, among RHI Entertainment, LLC

(the “Borrower”), the Guarantors referred to therein, the

Lenders referred to therein and JPMorgan Chase Bank, N.A., as

Administrative Agent for the Lenders (in such capacity, 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 a term loan credit facility pursuant
to the terms of the Credit Agreement, and under which $55,000,000 of Loans have heretofore been
extended.



     WHEREAS, JPMorgan Chase Bank, N.A.(in such capacity, the “Incremental Lender”) has
agreed to extend an Incremental Loan of $20,000,000 to the Borrower as contemplated by Section 2.16
of the Credit Agreement (referred to herein as the “August 2008 Incremental Loans”).



     WHEREAS, the Incremental Lender has requested that certain modifications be made to the Credit
Agreement beyond those authorized to be made by only the Administrative Agent and the Borrower
under an Incremental Amendment in accordance with the extension of the August 2008 Incremental
Loan.



     WHEREAS, the Borrower, the Agent, the Incremental Lender and each of the other Lenders 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 4 hereof:



               (A) The Introductory Statement to the Credit Agreement is hereby amended by inserting the
following new paragraph after the third paragraph thereof:



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     “Pursuant to Amendment No. 1 (as defined herein), the Commitments under
the Facility have been increased from $55,000,000 to $75,000,000 in
connection with the contemplated extension of the August 2008 Incremental
Loans (as defined herein).”



               (B) Section 1.1 of the Credit Agreement is hereby amended by inserting the following
definitions in appropriate alphabetical order:




 “August 2008 Incremental Lender” shall mean JPMorgan Chase Bank,
N.A., as the Lender which initially provided the $20,000,000 of Commitments
with respect to the August 2008 Incremental Loans.




 “August 2008 Incremental Loans” shall mean the Incremental Loans in
the principal amount of $20,000,000 contemplated to be borrowed pursuant to
Amendment No. 1.




 “Amendment No. 1” shall have the meaning given to such term in the
Introductory Statement.




 “Named Kelso Entity” or “Named Kelso Entities” shall mean,
individually or collectively as appropriate, Kelso AIV VII, L.P., KEP VI AIV,
LLC, Kelso Investment Associates VII, L.P. and KEP VI, LLC



               (C) Section 1.1 of the Credit Agreement is hereby further amended by deleting the definitions
of “Commitment” and “Eligible Assignee” in their entirety and inserting the following definitions
in lieu thereof:




 “Commitment” shall mean the commitment of each Lender to make a
Loan to Borrower on the Closing Date, and the commitment of the August 2008
Incremental Lender to make a Loan to the Borrower on the Extension Date (as
defined in Amendment No. 1), in the amount set forth opposite its name under
column entitled “Second Lien Loan Commitment” in Schedule of Commitments
appearing in Schedule I.”




 “Eligible Assignee” shall mean (i) a commercial bank organized
under the laws of the United States of America, or any State thereof, and
having total assets in excess of $1,000,000,000, (ii) a savings and loan
association or savings bank organized under the laws of the United States of
America, or any State thereof, and having a net worth of at least
$100,000,000, calculated in accordance with GAAP, (iii) a commercial bank
organized under the laws of any other country which is a member of the
Organization for Economic Cooperation and Development (“OECD”), or a
political subdivision of any such country, and having total assets in excess
of $1,000,000,000; provided, that such bank is acting through a branch,
subsidiary or agency located in the country in which it is organized or
another country which is also a member of the OECD, (iv) the central bank of
any country which is a



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member of the OECD, (v) a financial institution, insurance company or
fund which regularly engages in making, purchasing or otherwise investing in
commercial loans, (vi) a “Qualified Institutional Buyer”, as defined in Rule
144A under the Securities Act of 1933, (vii) an Approved Fund, (viii) any
other Person consented to by the Borrower (which consent shall not be
unreasonably withheld or delayed and which consent shall not be required if
an Event of Default shall have occurred and be continuing) and the
Administrative Agent or (ix) with respect to assignments by the August 2008
Incremental Lender of the August 2008 Incremental Loans, any Named Kelso
Entity.”



               (D) Section 2.10(a) of the Credit Agreement is hereby amended by inserting the following
language immediately prior to the period at the end of the penultimate sentence thereof:




 “provided, that such prepayment premium shall not be payable in
connection with any voluntary prepayment allocable to the August 2008
Incremental Loans while such Loans are held by the August 2008 Incremental
Lender (but a prepayment premium shall be payable to any other Lender which
from time to time holds any of the August 2008 Loans with respect to any
prepayment of all or any portion of the Loans prior to the first anniversary
of the Closing Date allocable on a pro rata basis to the August 2008
Incremental Loans”



               (E) Section 2.13 of the Credit Agreement is hereby amended by inserting the following language
immediately prior to the period appearing at the end of the first sentence thereof:




 “provided, payments of principal shall (so long as no Event of
Default has occurred and is continuing, at which times this proviso shall
have no force or effect) be applied, to the extent that the August 2008
Incremental Lender (or any Named Kelso Entity) continues to hold any August
2008 Incremental Loans, first to the repayment of the August 2008 Incremental
Loans held by the August 2008 Incremental Lender or by a Named Kelso Entity
(but not to any other Lender holding the August 2008 Incremental Loans) until
they have been reduced to zero”



               (F) Section 5.18 of the Credit Agreement is hereby amended by inserting the following sentence
at the end thereof:




 “Use the proceeds of the August 2008 Incremental Loans for the Borrower’s
general working capital purposes (including to repay borrowings under the
First Lein Agreement) and to pay fees, commissions and expenses incurred in
connection with the transactions contemplated by Amendment No. 1.”



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               (G) Section 13.3(b) of the Credit Agreement is hereby amended by inserting the following
language immediately prior to the end of the first parenthetical appearing therein:




 “and, solely in the case of assignments contemplated to be consummated by the
August 2008 Incremental Lender (other than assignments by the August 2008
Incremental Lender to any Named Kelso Entity) or by a Named Kelso Entity of
any or all of the August 2008 Incremental Loans, JPM Mezzanine Capital shall
(in its sole discretion), so long as it is a Lender, have the right to
approve the identity of any assignees; provided, that,
notwithstanding anything to the contrary contained in this Section 13.3,
neither the consent or the Borrower nor the Administrative Agent shall be
required to any contemplated assignment by the August 2008 Incremental Lender
of some or all of the August 2008 Incremental Loans to any Named Kelso
Entity”



               (H) Schedule 1 to the Credit Agreement is hereby replaced in its entirety with Schedule 1
attached to this Amendment.



     SECTION 3. Terms Applicable to August 2008 Incremental Loan. By its execution
hereof, (a) the Incremental Lender, the Credit Parties and the Administrative Agent hereby
acknowledge and agree that the August 2008 Incremental Loan shall be an Incremental Loan under the
Credit Agreement, which shall (except to the extent otherwise set forth in this Amendment) be
governed by the same terms and conditions as are applicable to the previously extended Loans under
the Credit Agreement, including without limitation that the interest rates (including the
Applicable Margin) for and the maturity of such Incremental Loans shall be the same as the interest
rates (including the Applicable Margin) for and the maturity of the previously extended Loans under
the Credit Agreement and (b) Borrower acknowledges and agrees that the Credit Agreement (as in
effect as of the date hereof) does not permit the extension of any additional Incremental Loans
beyond the August 2008 Incremental Loans and (c) the Incremental Lender acknowledges and agrees
that the terms of the Credit Agreement, the First Lien Agreement and the Intercreditor Agreement
contain restrictions preventing Borrower from repaying the Loans (including the August 2008
Incremental Loans) prior the First Priority Obligations Payment Date and that the consent of the
Required Lenders (as defined in the First Lien Agreement) would need to be obtained in order for
the Borrower to make any payment of the principal of the Loans (including the August 2008
Incremental Loans) prior to the First Priority Obligations Payment Date. For the avoidance of
doubt, the Credit Parties, Administrative Agent, Incremental Lender and other Lenders party hereto
hereby agree that this Amendment constitutes a full amendment to the Credit Agreement and shall not
be subject to the limitations on the items which may be covered by an Incremental Amendment as set
forth in Section 2.16 of the Credit Agreement and, notwithstanding the foregoing, that this
Amendment also shall constitute an Incremental Amendment pursuant to Section 2.16 of the Credit
Agreement.



     SECTION 4. Conditions to Amendment Effectiveness. The effectiveness of this Amendment
is subject to the satisfaction of each of the following conditions (the



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date on which such conditions have been satisfied is 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 each Credit Party, the Parent, each existing Lender, the
Incremental Lender 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 6 hereof being true and correct.



     SECTION 5. Conditions to Extension of August 2008 Incremental Loan. The extension of
the August 2008 Incremental Loan is subject to the satisfaction of each of the following conditions
on or prior to August 21, 2008 (the date on which such conditions have been satisfied is referred
to herein as the “Extension Date”)



               (A) no Default or Event of Default shall have occurred and be continuing as of the date of the
date of the extension of the August 2008 Incremental Loan;



               (B) the Borrower and its Subsidiaries shall, as of the date of extension of the August 2008
Incremental Loan, be in compliance, on a Pro Forma Basis, with the provisions of Section 6.21 of
the Credit Agreement;



               (C) the Administrative Agent and the Incremental Lender shall have received one or more
certificates dated as of the Extension Date certifying as to the matters set forth in clauses 4(B),
5(A) and 5(B) above as well as to the accuracy of all representations and warranties made by the
Credit Parties in the Credit Agreement and other Fundamental Documents, and attaching certified
copies of resolutions of the governing body of the Borrower and the other Credit Parties approving
the August 2008 Incremental Loans and this Amendment;



               (D) the Borrower shall have (i) delivered to the Administrative Agent a borrowing notice
which, in addition to the information contained in the Borrowing Certificate, shall set forth the
requested amount and use of proceeds of the August 2008 Incremental Loan, and (ii) paid any fees
required under any Fee Letter arising out of the extension of the August 2008 Incremental Loan;



               (E) the Administrative Agent shall have received a certificate of the Secretary, Assistant
Secretary or other appropriate officer acceptable to the Administrative Agent of each Credit Party,
dated the Extension Date and certifying (i) that attached thereto is a true and complete copy of
the resolutions adopted by the board of directors (or equivalent body) of such party authorizing
the execution, delivery and performance in accordance with their respective terms of the
Fundamental Documents executed by such Credit Party, as applicable, and any other documents
required or contemplated hereunder or thereunder, the grant of the security interests in the
Collateral, and in the case of the Borrower, the borrowing of the August 2008 Incremental Loans,
and that such resolutions have not been amended, rescinded or supplemented and are currently



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in effect; and (ii) that neither (a) the articles, certificate of incorporation or certificate
of formation (or equivalent document) of such party nor (b) the by laws, articles of organization,
limited liability company agreement (or equivalent document) of such party, have been amended since
the similar certificates delivered by such party in connection with the Closing Date;



               (F) the Administrative Agent and the Incremental Lender shall have received the written
opinion of Latham & Watkins LLP, counsel to the Credit Parties, dated the Extension Date and
addressed to the Administrative Agent and the Lenders which opinion shall be in form and substance
reasonably satisfactory to the Administrative Agent and the Incremental Lender, a copy of which
opinion is attached to this Amendment as Exhibit A; and



               (G) the Incremental Lender shall have received (i) an executed copy of that certain Guarantee
and Purchase Agreement dated as of August 7, 2008 and (ii) a legal opinion of counsel satisfactory
to the Incremental Lender regarding the Guarantee and Purchase Agreement referenced in the
preceding clause (i).



     SECTION 6. Representations and Warranties. Each Credit Party represents and warrants
that before and after giving effect to this Amendment and the making of the August 2008 Incremental
Loans, the representations and warranties contained in the Credit Agreement and the other
Fundamental Documents 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 7. Effect of Amendment. Upon the Extension Date, the Incremental Lender shall
constitute a Lender under the Credit Agreement with respect to its $20,000,000 of Incremental
Commitments being extended pursuant to this Amendment, and its “Initial Date” for purposes of such
Incremental Commitments shall be the Extension Date.



     SECTION 8. Approval of Incremental Lender. By its execution hereof, the
Administrative Agent and each of the Lenders acknowledges that, as required in Section 2.16 of the
Credit Agreement, they approve the identity of the Incremental Lender for purposes of making the
August 2008 Incremental Loan.



     SECTION 9. Reaffirmation. By its execution of this Amendment, each Credit Party and
each Pledgor hereby (a) reaffirms each of its commitments in each Fundamental Document to which it
is a party, (b) reaffirms each guarantee, pledge and grant of a security interest made in favor of
the Administrative Agent and/or the Lenders under or in connection with any Fundamental Document to
which it is a party and agrees that each such guarantee, pledge and grant shall continue in full
force and effect following the execution of this Amendment, the Amendment Effective Date and the
extension of the August 2008 Loan in connection with the Extension Date. For the avoidance of
doubt, any reference to a secured obligation or a guaranteed obligation in each Fundamental
Document shall include, without limitation, the August 2008 Incremental Loans.



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     SECTION 10.Further Assurances. At any time and from time to time, upon the
Administrative Agent’s request and at the sole expense of the Borrower, the Credit Parties 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 11. Fundamental Documents. This Amendment shall constitute a Fundamental
Document.



     SECTION 12. 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 any other Fundamental Document or a waiver of any Event of Default under the Credit Agreement or
any other Fundamental Document. 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 13. 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 14. APPLICABLE LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND INTERPRETED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.



     SECTION 15. 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 16. Expenses. The Borrower agrees to pay all out-of-pocket expenses incurred
by the Administrative Agent and Incremental Lender in connection with the preparation, execution
and delivery of this Amendment and any other documentation in connection therewith, including, but
not limited to, the reasonable fees and disbursements of counsel for both the Administrative Agent
and the Incremental Lender.



     SECTION 17. 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.



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[Signature Page Follows]




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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:  	Executive Vice President, General Counsel and
Secretary	 
	 



	 	 	 	 	 
	 	PARENT:



RHI ENTERTAINMENT HOLDINGS II, LLC

 	 
	 	By  	/s/
Henry S. Hoberman	 
	 	 	Name:  	Henry S. Hoberman	 
	 	 	Title:  	Executive Vice President, General Counsel and
Secretary	 
	 



	 	 	 	 	 
	 	GUARANTORS:



RHI ENTERTAINMENT DISTRIBUTION, LLC

 	 
	 	By  	/s/
Henry S. Hoberman	 
	 	 	Name:  	Henry S. Hoberman	 
	 	 	Title:  	Executive Vice President, General Counsel and
Secretary	 
	 



	 	 	 	 	 
	 	RHI ENTERTAINMENT PRODUCTIONS, LLC

 	 
	 	By  	/s/
Henry S. Hoberman	 
	 	 	Name:  	Henry S. Hoberman	 
	 	 	Title:  	Executive Vice President, General Counsel and
Secretary	 
	 



Signature Page to Amendment No. 1 to the Second Lien Credit Agreement




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	 	RHI INTERNATIONAL DISTRIBUTION, INC.

 	 
	 	By  	/s/
Peter von Gal	 
	 	 	Name:  	Peter von Gal	 
	 	 	Title:  	President	 
	 



	 	 	 	 	 
	 	LIBRARY STORAGE, INC.

 	 
	 	By  	/s/
Teresa Marando	 
	 	 	Name:  	Teresa Marando	 
	 	 	Title:  	Assistant Secretary	 
	 



Signature Page to Amendment No. 1 to the Second Lien Credit Agreement




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	 	JPMORGAN CHASE BANK, N.A.,


as Administrative Agent

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



Signature Page to Amendment No. 1 to the Second Lien Credit Agreement




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	 	JPMORGAN CHASE BANK, N.A.,


as the Incremental Lender and as a Lender

 	 
	 	By  	/s/
Illegible	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Signature Page to Amendment No. 1 to the Second Lien Credit Agreement




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	 	JPM MEZZANINE CAPITAL, LLC


as a Lender

 	 
	 	By  	/s/
Aized A. Rabbont	 
	 	 	Name:  	Aized A. Rabbont	 
	 	 	Title:  	Vice President	 
	 



Signature Page to Amendment No. 1 to the Second Lien Credit Agreement




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	 	CALIFORNIA BANK & TRUST,


as a Lender

 	 
	 	By  	/s/
Robert F. Edmonds	 
	 	 	Name:  	Robert F. Edmonds	
	 	 	Title:  	Senior Vice President	 
	 



Signature Page to Amendment No. 1 to the Second Lien Credit Agreement




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SCHEDULE 1




Schedule of Commitments




	 	 	 	 	 
	 	 	Second Lien
	Lenders	 	Loan Commitment
	JPM Mezzanine Capital, LLC
	 	$	50,000,000	 
	California Bank & Trust
	 	$	5,000,000	 
	JPMorgan Chase Bank, N.A.
	 	$	20,000,000	 
	TOTAL:
	 	$	75,000,000	 





This Schedule of Commitments presents the identity of the Lenders and their respective Commitments
as of the Amendment Effective Date (as defined in Amendment No. 1), and may be amended from time to
time by operation of Assignments and Assumptions in accordance with Section 13.3 of the
Credit Agreement or, if the Administrative Agent elects to so amend this Schedule of Commitments in
connection therewith, by amendment to the Credit Agreement that is executed by the Credit Parties
in accordance with Section 13.10 of the Credit Agreement.




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EXHIBIT A




Opinion of Counsel




[Please see attached]





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