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UNITED STATES SECURITIES AND
    EXCHANGE COMMISSIONWashington, D.C.
    20549
  Form 10-K
  þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended
    December 31,
    2009ORo

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the transition period from
    to   Commission File
    No. 001-34102
 RHI ENTERTAINMENT,
    INC.
 (Exact name of registrant as
    specified in its charter)
  Delaware

36-4614616(State or Other Jurisdiction
    of

(I.R.S. EmployerIncorporation or
    Organization)

Identification No.)1325 Avenue of Americas,
    21st

    Floor New York, New York(Address of Principal
    Executive Offices)

10019(Zip Code)   Registrants telephone number, including area code:
 (212) 977-9001
  Securities registered pursuant to Section 12(b) of the
    Act:
  Title of Each Class

Name of Each Exchange on Which RegisteredCommon Stock, $0.01 par value

NASDAQ Stock Exchange   Securities registered pursuant to Section 12(g) of the
    Act:
 None
  o þ
  o þ
  þ o
  Regulation S-T o o
  Regulation S-K Form 10-K Form 10-K. þ
  Rule 12b-2
  Large
    accelerated
    filer o     Accelerated
    filer o
    Non-accelerated
    filer þ
    Smaller
    reporting company
    o   Rule 12b-2 o þ
    DOCUMENTS
    INCORPORATED BY REFERENCE
  Form 10-K.




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##### 





RHI
    ENTERTAINMENT, INC.
  FORM 10-K
  TABLE OF
    CONTENTS
   
  
  Available Information


iiForward-Looking Statements


iiPART I


1Item 1.

Business


1Item 1A.

Risk Factors


8Item 1B.

Unresolved Staff Comments


20Item 2.

Properties


21Item 3.

Legal Proceedings


21Item 4.

Submission of Matters to a Vote of Security
    Holders


21PART II


22Item 5.

Market for Registrants Common Equity,
    Related Stockholder Matters and Issuer Purchases of Equity
    Securities


22Item 6.

Selected Financial Data


25Item 7.

Managements Discussion and Analysis of
    Financial Condition and Results of Operations


27Item 7A.

Quantitative & Qualitative Disclosures
    About Market Risk


45Item 8.

Financial Statements and Supplemental Data


45Item 9.

Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure


46Item 9A(T).

Controls and Procedures


46Item 9B.

Other Information


46PART III


47Item 10.

Directors, Executive Officers and Corporate
    Governance


47Item 11.

Executive Compensation


47Item 12.

Security Ownership of Certain Beneficial Owners
    and Management and Related Stockholder Matters


47Item 13.

Certain Relationships and Related Transactions,
    and Director Independence


47Item 14.

Principal Accountant Fees and Services


47PART IV


47Item 15.

Exhibits and Financial Statement Schedules


47EX-21.1EX-23.1EX-31.1EX-31.2EX-32.1EX-32.2   i




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AVAILABLE
    INFORMATION  www.rhitv.com http://ir.rhitv.com Form 10-K, Form 10-Q, Form 8-K Form 10-K.
  1-800-SEC-0330. http://www.sec.gov
   FORWARD-LOOKING
    STATEMENTS     ii




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iii




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##### Table of Contents



PART I  Item 1.
    Business  Overview
  made-for-television made-for-television,
    Development
    and production
  Made-for-television
    movies
      Mini-series
  Lonesome Dove, Gullivers Travels, Human Trafficking,
    Mitch Alboms The Five People You Meet in Heaven, Tin Man
    and Alice picture-by-picture
  Episodic
    series
   1




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Long-form
    television library
  Cleopatra Alice In Wonderland Call of the
    Wild Dinotopia Arabian Nights Merlin The Odyssey The Lion in Winter
  The
    production, marketing and distribution of our films
  Project
    development
        Licensing
       2




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Production
        Production
    incentives and subsidies
    Talent
    Sales
    and distribution
     3




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Customers
    Seasonality
    2008
    through 2009  Quarterly Revenues as a Percentage of
    Total Revenue
  
  Intellectual
    property
   4




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Competition
    Employees
    Recent
    Developments
     5




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
    We have incurred net losses from operations and net operating
    cash outflows in each of the past four years and at
    December 31, 2009 have an accumulated deficit of
    $287.3 million. Our inability to borrow under our revolving
    credit facility, coupled with other factors described above, has
    resulted in liquidity constraints and an inability to pay some
    of our obligations as they come due. The liquidity constraints
    are also preventing us from making certain expenditures to
    continue producing and acquiring as many films as we could have
    otherwise. As a result, we decreased our production slate for
    2009, reduced our selling, general and administrative expenses
    through cost-cutting measures that included, among others, job
    reductions and we expect to take additional steps to preserve
    liquidity. However, despite any additional cost-saving steps we
    may implement, unless we successfully restructure our debt
    and/or
    obtain other sources of liquidity and generate sufficient
    revenue and cash flows from operations, we will not have the
    resources to continue as a going concern. There can be no
    assurance that we will be successful in such endeavors. The
    report of our independent registered public accounting firm
    included elsewhere in this Annual Report contains an explanatory
    paragraph expressing substantial doubt regarding our ability to
    continue as a going concern.  and/or
  
    We are currently in default under both our first lien and second
    lien senior secured credit facilities. On December 23,
    2009, we acknowledged defaults on the first lien facilities
    resulting from (x) an over-advance on our revolver due to a
    reduction in our borrowing base and consequent failure to make
    mandatory prepayment to cure, and (y) a failure to pay
    settlement amounts payable and due upon the termination of our
    interest rate swaps on December 22, 2009. On
    February 12, 2010, we acknowledged a default on the second
    lien facility resulting from our failure to make a scheduled
    interest payment.    
    we cannot borrow additional loans or issue additional letters of
    credit under the credit agreement governing our first lien
    credit facility;
    default interest of 2% will accrue on all loans under the credit
    agreement governing our first and second lien credit facilities
    and on the swap settlement amounts, in addition to the rate of
    interest otherwise applicable; 6




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
    certain covenants under the credit agreement governing our first
    lien credit facility (including those relating to investments,
    restricted payments, permitted liens, asset sales, subsidiary
    guarantors, control agreements, and cash expenditures and
    distributions) will become more restrictive;
    we will provide additional information to the lender and their
    counsel, including among other things a cash flow schedule that
    is updated weekly;
    we will limit the amounts and timing of our cash expenditures to
    the amounts itemized in the cash flow schedule, subject to a
    variance;
    we will maintain a minimum cash balance; and
    we will provide monthly and
    year-to-date
    financial information and an updated draft valuation report of
    our film library.    
    On December 24, 2009, we received a letter from The NASDAQ
    Stock Market (NASDAQ) notifying us that we are currently not in
    compliance with certain NASDAQ listing requirements,
    specifically the market value of publicly held shares and the
    minimum bid price. We have a grace period of 180 days to
    regain compliance, but we currently have not met the
    requirements to achieve compliance and can provide no assurance
    the we will achieve compliance. See Risk
    Factors  Risks Related to an investment in our common
    stock  We are currently not in compliance with the
    continued listing requirements of NASDAQ, which will likely
    result in the delisting of our common stock if we cannot regain
    compliance.
    We review the ultimate revenues associated with our films. This
    analysis considers various data points, including current market
    conditions, library sales activity, pricing, the delivery of our
    annual film slate and the results of the annual independent
    valuation of the unsold rights to our film library. This
    assessment, performed as of December 31, 2009, was
    completed in February of 2010. As a result of the continued weak
    market conditions, sales data, pricing and other factors present
    during the fourth quarter of 2009 and into 2010, as well as the
    significant decline in the annual independent valuation of the
    unsold rights to our film library, this analyses resulted in a
    significant reduction of the ultimate revenues for the majority
    of films in our library. In addition, based upon a qualitative
    analysis and assessment of recent sales activity, we now assume
    that there will be no future revenues for certain films. A
    reduction in the ultimate revenue associated with a film results
    in a higher rate of amortization over that films remaining
    accounting life and causes a reduction in that films
    prospective profit margin. The reduction in ultimate revenues
    resulted in a decrease in the fair value of films to an amount
    below their net book value. As a result, impairment charges were
    recorded totaling $338.9 million during the year ended
    December 31, 2009 to reduce the net book value of those
    films to an amount approximating their fair value. In addition,
    the reduction in ultimate revenues resulted in a
    $1.1 million increase to film cost amortization for the
    year ended December 31, 2009 related to films for which
    revenue has been recognized during the period. Refer to
    Note 6 of our consolidated financial statements included
    herein.   7




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Item 1A.
    Risk
    Factors  Risks
    related to our business
  Form 10-K.
  We are
    currently in default of our First Lien and Second Lien Credit
    Agreements and are in negotiations with our lenders to
    restructure our debt, which will likely result in significant
    dilution of our equity holders or extinguishment of our
    equityholders interest in our company. We expect to pursue
    a strategic restructuring, refinancing or other transaction in
    order to preserve our long-term financial condition, and current
    market conditions could limit our ability to consummate such a
    transaction, which would likely have a material adverse effect
    on our financial condition.
  and/or
  and/or
  The
    report of our independent registered public accounting firm
    contains an explanatory paragraph expressing substantial doubt
    about our ability to continue as a going concern, which could
    adversely affect our relationships with our customers and
    production partners.
   8




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Our
    substantial indebtedness and failure to comply with the
    financial covenants contained in the credit agreements governing
    our senior secured credit facilities will likely have a
    continued material adverse affect on our operating results and
    financial condition.
          We
    have incurred net losses in the past and currently expect to
    experience continued net losses in the future.
    We
    have incurred accelerated film amortization and significant
    write-offs due to changes in our estimates of total revenue for
    each film.
   9




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We
    principally operate in one business: the development, production
    and distribution of long-form television content; our lack of a
    diversified business could adversely affect us.
    We
    must continue to augment our film library with new titles from
    our annual production slate in order to maintain contracted cash
    flows generated by our film library, but managing our limited
    resources in the most efficient manner of late has resulted in a
    reduction in our production slate.
   10




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Our
    success depends on our ability to develop, produce and
    distribute quality MFT movies and
    mini-series
    that achieve acceptance from our target audiences.
  18-34 year and/or
    We are
    seeking to renegotiate payment terms and certain rights under
    several distribution license agreements.
    We
    have a significant concentration of our revenue from a limited
    number of licensees.
   11




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We
    rely on third party licensees to promote, market and advertise
    our programming to their customer base in order to sustain high
    television ratings.
    We
    place significant reliance on third party production companies
    to produce our MFT movies and mini-series.
   12




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Our
    business involves risks of liability claims for entertainment
    content, which could adversely affect our business, results of
    operations and financial condition.
    
    defamation;
    invasion of privacy;
    right of publicity or misappropriation;
    actions for royalties and accountings;
    breach of contract;
    negligence;
    copyright or trademark infringement (as discussed
    below); and
    other claims based on the nature and content of the materials
    distributed.    Our
    success depends on certain key employees.
    Recent
    market conditions have negatively impacted our ability to
    sustain our production model of generating contractual sales and
    collecting a significant portion of our production costs in
    advance of the delivery of our content to an initial
    licensee.
   13




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We
    face risks relating to the international distribution of our
    films and related products.
    
    laws and policies affecting trade, investment and taxes,
    including laws and policies relating to the repatriation of
    funds and withholding taxes and changes in these laws;
    differing cultural tastes and attitudes, including various
    censorship laws;
    differing degrees of protection for intellectual property;
    financial instability and increased market concentration of
    buyers in foreign television markets;
    the instability of foreign economies and governments;
    fluctuating foreign exchange rates; and
    war and acts of terrorism.  The
    advancement of video technologies may cause advertisers to shift
    their expenditures to media in which their commercial messages
    are not circumvented by technology, leading to a reduction in
    television advertising and a reduction in demand for our
    programming.
      We
    could be adversely affected by strikes and other union
    activity.
   14




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Business
    interruptions and disasters could adversely affect our
    operations.
    We may
    incur significant expenses in order to protect and defend
    against intellectual property claims, including claims where
    others may assert intellectual property infringement claims
    against us.
    We
    face a potential loss in the copyrighted works in our library if
    it is determined that authors or artists have a right to
    recapture rights to those works under the U.S. Copyright
    Act.
    Our
    intellectual property rights may not be enforceable in certain
    foreign jurisdictions.
   15




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Competition
    within our industry could reduce our licensing revenue and our
    ability to achieve profitability.
      We
    have accessed a variety of film production incentives and
    subsidies offered by foreign countries and the United States
    which reduce our production costs. If these incentives and
    subsidies become less accessible to us or to our production
    partners, or if they are eliminated, modified, denied or
    revoked, our production costs could substantially
    increase.
   16




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Delays
    and changed delivery dates have had a material impact on the
    timing of our revenue recognition and receipt of cash, which has
    affected our financial results and ultimately has decreased the
    value of our stock price.
    While
    we believe we currently have adequate internal control over
    financial reporting, we are required to assess our internal
    control over financial reporting on an annual basis and any
    future adverse results from such assessment could result in a
    loss of investor confidence in our financial reports and have an
    adverse effect on our stock price.
  Form 10-K
  We
    will incur costs and demands upon management as a result of
    complying with the laws and regulations affecting public
    companies, which could affect our operating
    results.
   17




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Risks
    related to our corporate structure
  We are
    a holding company with no operations of our own, and we will
    depend on the distributions from Holdings II to meet our
    ongoing obligations and to pay cash dividends on our common
    stock.
      If we
    are determined to be an investment company, we would become
    subject to burdensome regulatory requirements and our business
    activities could be restricted.
      Our
    certificate of incorporation, bylaws and other material
    agreements contain anti-takeover protections that may discourage
    or prevent strategic transactions, including a takeover of our
    company, even if such a transaction would be beneficial to our
    stockholders.
    
    establish supermajority approval requirements by our directors
    before our board may take certain actions;
    authorize the issuance of blank check preferred
    stock that could be issued by our board of directors to increase
    the number of outstanding shares, making a takeover more
    difficult and expensive;
    establish a classified board of directors;
    allow removal of directors only for cause; 18




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
    prohibit stockholder action by written consent;
    do not permit cumulative voting in the election of directors,
    which would otherwise allow less than a majority of stockholders
    to elect director candidates; and    Risks
    related to an investment in our common stock
  If we
    seek protection under Chapter 11 of the U.S. Bankruptcy
    Code, all of our outstanding shares of capital stock would
    likely be cancelled and holders of our capital stock would not
    be entitled to any payment in respect of their
    shares.
    We are
    currently not in compliance with the continued listing
    requirements of NASDAQ, which is likely to result in the
    delisting of our common stock if we cannot regain
    compliance.
    Our
    future issuance of preferred stock could dilute the voting power
    of our common stockholders and adversely affect the market value
    of our common stock.
    The
    sale of a substantial number of our shares of common stock in
    the public market could adversely affect the market price of our
    shares, which in turn could negatively impact our share
    price.
   19




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Because
    we have not paid dividends and do not anticipate paying
    dividends on our common stock in the foreseeable future, you
    should not expect to receive dividends on shares of our common
    stock.
    Item 1B.
    Unresolved
    Staff Comments   20




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Item 2.
    Properties    Location

Business Use

Owned/LeasedNew York, NY

Corporate headquarters

LeasedKansas City, MO

Corporate office

LeasedLos Angeles, CA

Vault for film library

LeasedLos Angeles, CA

Sales and distribution

LeasedLondon, UK

Sales and distribution

LeasedSydney, AUS

Sales and distribution

Leased   Item 3.
    Legal
    Proceedings  Putative
    Shareholder Class Action Lawsuit
  made-for-television
  Flextech
    Litigation
    MAT IV
    Litigation
    Item 4.
    Submission
    of Matters to a Vote of Security Holders   21




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PART II  Item 5.
    Market
    for Registrants Common Equity, Related Stockholder Matters
    and Issuer Purchases of Equity Securities  Price
    Range of RHI Entertainments Common Stock, par value
    $.01
      Sales PriceHigh


LowYear Ending December 31, 2010First Quarter (Through March 24, 2010)

$
0.52


$
0.27Year Ended December 31, 2009Fourth Quarter

$
3.30


$
0.25Third Quarter


3.59



2.02Second Quarter


3.69



1.36First Quarter


10.04



1.10Year Ended December 31, 2008Fourth Quarter

$
15.03


$
2.65Third Quarter


16.00



10.42Second Quarter (Since June 25, 2008)


13.20



12.85   NASDAQ
    Delisting Notification
     22




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180-day
    Exchange
    of Holdings II Membership Units for Shares of Our Common
    Stock
      Dividend
    Policy
   23




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Securities
    Authorized for Issuance Under Equity Compensation
    Plans
    Number of SecuritiesRemaining Available forFuture Issuance UnderNumber of Securities to

Weighted-Average

Equity CompensationBe Issued upon Exercise

Exercise Price of

Plans (Excludingof Outstanding Options,

Outstanding Options,

Securities Reflected inPlan Category



Warrants and Rights

Warrants and Rights

Column (a))Equity compensation
    plans approved by
    shareholders

RHI
    Entertainment,
    Inc. 2008
    Equity Incentive
    Plan(1)


2,135,795
(2)


$
3.83
(3)



1,470,798
(4)     (1)
    
    The Board of Directors originally adopted the RHI Entertainment,
    Inc. 2008 Incentive Award Plan on June 17, 2008 (the Plan),
    and the Companys stockholders approved the Plan on
    June 23, 2008, in connection with the Companys IPO.
    The Board of Directors adopted the Amended and Restated RHI
    Entertainment, Inc. 2008 Incentive Award Plan on April 8,
    2009, which amended and restated the RHI Entertainment, Inc.
    2008 Incentive Award Plan in its entirety, effective as of
    May 12, 2009, the date the Companys shareholders
    approved the plan.(2)
    
    Includes 1,457,434 options and 678,361 restricted stock units
    outstanding on December 31, 2009.(3)
    
    Represents the weighted-average exercise price of options
    outstanding as of December 31, 2009. Restricted stock units
    outstanding on December 31, 2009 do not have an exercise
    price and are excluded from this calculation.(4)
    
    Represents the remaining shares of our common stock available
    for issuance under the Plan on December 31, 2009. 24




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Item 6.
    Selected
    Financial Data  Successor


Predecessor


Initial PredecessorPeriod from


Period fromYear Ended


June 23 to


January 1 toDecember 31,


December 31,


June 22,


Year Ended December 31,2009


2008


2008


2007


2006(1)


2005(Dollars in thousands)Results of operations data:RevenueProduction

$
35,793


$
72,889


$
6,602


$
133,149


$
108,035


$
158,034Library


41,979



80,302



66,643



98,862



83,732



91,970Total revenue


77,772



153,191



73,245



232,011



191,767



250,004Gross (loss) profit(2)


(335,350
)


48,918



23,849



94,937



73,637



(199,153
)Gross profit percentage


N/M



32
%


33
%


41
%


38
%


N/M(Loss) income from operations


(372,018
)


(40,891
)


(2,911
)


47,326



28,616



(367,592
)Net loss(3)


(251,114
)


(36,195
)


(22,212
)


(22,597
)


(9,241
)


(389,090
)Other financial data:Net cash provided by (used in):Operating activities

$
(9,816
)

$
(22,788
)

$
(32,331
)

$
(88,778
)

$
(99,518
)

$
13,742Investing activities


(237
)


(91
)


(81
)


(132
)


(579,865
)


(206
)Financing activities


12,800



11,737



64,520



86,566



683,134



58,800   Successor


Predecessor


Initial PredecessorAs of December 31,2009


2008


2007


2006


2005(Dollars in thousands)Consolidated balance sheet data (end of period):Cash

$
25,120


$
22,373


$
1,407


$
3,751


$
73,401Film production costs, net


461,232



780,122



754,337



702,578



458,036Total assets


587,852



1,014,182



953,395



859,655



786,656Debt


609,171



576,789



655,951



565,000



Notes and amounts payable to affiliates, net


















641,938Stockholders (deficit) equity /Members equity


(232,685
)


102,162



100,413



132,858



(85,642
)   2009


2008


2007


2006


2005(Dollars in thousands)Other operating data (unaudited):Number of films delivered during the year ended December 31,


15



35



43



32



44Average cost per film for the year ended December 31,(4)

$
3,826


$
3,425


$
3,293


$
3,440


$
4,460Number of titles in our library as of December 31,


1,072



1,090



1,055



1,012



421Number of hours of programming in our library as of
    December 31,


3,586



3,949



3,864



3,746



1,297  25




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(1)
    
    The operating results for the year ended December 31, 2006
    reflect the period from January 12, 2006 (inception)
    through December 31, 2006. The Predecessor Companys
    operating results for the period January 1, 2006 to
    January 11, 2006 are excluded. From January 1, 2006 to
    January 11, 2006, the Predecessor Company generated
    $1.2 million of revenue, a $(2.5) million loss from
    operations and a $(3.2) million net loss.(2)
    
    Gross loss for the years ended December 31, 2009 and 2005
    include non-cash impairment charges to film production costs of
    $338.9 million and $295.2 million, respectively. The
    2009 impairment charge was recorded to reduce the net book value
    for those films to an amount approximating their fair value as a
    result of the reduction in ultimate revenues from our annual
    review of ultimate revenues. The 2005 impairment charge was
    recorded to reflect the net realizable value of the film library
    based on the negotiated purchase price for the Company. There
    was no charge for impairment in 2006, 2007 or 2008.(3)
    
    Net loss for the period from June 23, 2008 to
    December 31, 2008 (Successor) includes an impairment charge
    of $59.8 million to goodwill attributable to the decline in
    our stock price during that period. Net loss for the year ended
    December 31, 2005 includes a $141.4 million non-cash
    goodwill impairment charge recorded to reflect the fair value of
    goodwill based on the negotiated purchase price for the Company.(4)
    
    Consists of film production costs (including negative cost net
    of any incentives or subsidies and excluding residuals,
    participations and capitalized overhead and interest) for the
    fiscal year indicated divided by the number of films delivered
    in such fiscal year. 26




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Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  Form 10-K.
    Overview
         27




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Recent
    Developments
        
    We have incurred net losses from operations and net operating
    cash outflows in each of the past four years and at
    December 31, 2009 have an accumulated deficit of
    $287.3 million. Our inability to borrow under our revolving
    credit facility, coupled with other factors described above, has
    resulted in liquidity constraints and an inability to pay some
    of our obligations as they come due. The liquidity constraints
    are also preventing us from making certain expenditures to
    continue producing and acquiring as many films as we could have
    otherwise. As a result, we decreased our production slate for
    2009, reduced our selling, general and administrative expenses
    through cost-cutting measures that included, among others, job
    reductions and we expect to take additional steps to preserve
    liquidity. However, despite any additional cost-saving steps we
    may implement, unless we successfully restructure our debt
    and/or
    obtain other sources of liquidity and generate sufficient
    revenue and cash flows from operations, we will not have the
    resources to continue as a going concern. There can be no
    assurance that we will be successful in such endeavors. The
    report of our independent registered public accounting firm
    included elsewhere in this Annual Report contains an explanatory
    paragraph expressing substantial doubt regarding our ability to
    continue as a going concern.  and/or
 28




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##### Table of Contents




    We are currently in default under both our first lien and second
    lien senior secured credit facilities. On December 23,
    2009, we acknowledged defaults on the first lien facilities
    resulting from (x) an over-advance on our revolver due to a
    reduction in our borrowing base and consequent failure to make
    mandatory prepayment to cure, and (y) a failure to pay
    settlement amounts payable and due upon the termination of our
    interest rate swaps on December 22, 2009. On
    February 12, 2010, we acknowledged a default on the second
    lien facility resulting from our failure to make a scheduled
    interest payment.    
    we cannot borrow additional loans or issue additional letters of
    credit under the credit agreement governing our first lien
    credit facility;
    default interest of 2% will accrue on all loans under the credit
    agreement governing our first and second lien credit facilities
    and on the swap settlement amounts, in addition to the rate of
    interest otherwise applicable;
    certain covenants under the credit agreement governing our first
    lien credit facility (including those relating to investments,
    restricted payments, permitted liens, asset sales, subsidiary
    guarantors, control agreements, and cash expenditures and
    distributions) will become more restrictive;
    we will provide additional information to the lender and their
    counsel, including among other things a cash flow schedule that
    is updated weekly;
    we will limit the amounts and timing of our cash expenditures to
    the amounts itemized in the cash flow schedule, subject to a
    variance;
    we will maintain a minimum cash balance; and
    we will provide monthly and year-to-date financial information
    and an updated draft valuation report of our film library.    
    On December 24, 2009, we received a letter from NASDAQ
    notifying us that we are currently not in compliance with
    certain NASDAQ listing requirements, specifically the market
    value of publicly held shares 29




---



##### Table of Contents



and the minimum bid price. We have a grace period of
    180 days to regain compliance, but we currently have not
    met the requirements to achieve compliance and can provide no
    assurance the we will achieve compliance. See Risk
    Factors  Risks Related to an investment in our common
    stock  We are currently not in compliance with the
    continued listing requirements of NASDAQ, which is likely to
    result in the delisting of our common stock if we cannot regain
    compliance.  
    We review the ultimate revenues associated with our films. This
    analysis considers various data points, including current market
    conditions, library sales activity, pricing, the delivery of our
    annual film slate and the results of the annual independent
    valuation of the unsold rights to our film library. This
    assessment, performed as of December 31, 2009, was
    completed in February of 2010. As a result of the continued weak
    market conditions, sales data, pricing and other factors present
    during the fourth quarter of 2009 and into 2010, as well as the
    significant decline in the annual independent valuation of the
    unsold rights to our film library, this analyses resulted in a
    significant reduction of the ultimate revenues for the majority
    of films in our library. In addition, based upon a qualitative
    analysis and assessment of recent sales activity, we now assume
    that there will be no future revenues for certain films. A
    reduction in the ultimate revenue associated with a film results
    in a higher rate of amortization over that films remaining
    accounting life and causes a reduction in that films
    prospective profit margin. The reduction in ultimate revenues
    resulted in a decrease in the fair value of films to an amount
    below their net book value. As a result, impairment charges were
    recorded totaling $338.9 million during the year ended
    December 31, 2009 to reduce the net book value of those
    films to an amount approximating their fair value. In addition,
    the reduction in ultimate revenues resulted in a
    $1.1 million increase to film cost amortization for the
    year ended December 31, 2009 related to films for which
    revenue has been recognized during the period. Refer to
    Note 6 of our consolidated financial statements included
    herein.
    As referenced above, the annual third party valuation report of
    our film library required by our lenders under our first lien
    credit facility (the Valuation Report) was completed in March of
    2010. The Valuation Report indicates a material and substantial
    reduction of approximately 50% of the non-contracted value of
    the films in our film library at December 31, 2009 as
    compared to the third party valuation at December 31, 2008
    using similar methodologies. The decrease in the value of our
    film library directly and materially reduces the borrowing base
    governing the revolving credit facility under the First Lien
    Credit Agreement. This result of the Valuation Report is also a
    contributing factor in our annual assessment of ultimate
    revenues.  Critical
    accounting policies and estimates
    Revenue
    recognition
  926-605-25.
 30




---



##### Table of Contents



Allowance
    for doubtful accounts
    Film
    production costs and cost of sales
    926-20-35. film-by-film
  Impairment
    of long-lived assets
     31




---



##### Table of Contents



Share-based
    compensation
    Income
    taxes
              Recent
    accounting pronouncements
   32




---



##### Table of Contents



810-10-65.
  815-10.
  855-10.
 33




---



##### Table of Contents



860-10 and/or
  2009-05, 2009-05. 2009-05
   34




---



##### Table of Contents



Results
    of Operations
   (a)


(b)Successor


Successor


Predecessor


(a) + (b) Combined


PredecessorYear Ended


Period from


Period from


Year Ended


Year EndedDecember 31,


June 23, 2008 to


January 1, 2008


December 31,


December 31,2009


December 31, 2008


to June 22, 2008


2008


2007(In thousands, except per share data)RevenueProduction revenue

$
35,793


$
72,889


$
6,602


$
79,491


$
133,149Library revenue


41,979



80,302



66,643



146,945



98,862Total revenue


77,772



153,191



73,245



226,436



232,011Cost of sales (including film production cost impairment charges
    of $338,901 during the year ended December 31, 2009)


413,122



104,273



49,396



153,669



137,074Gross (loss) profit


(335,350
)


48,918



23,849



72,767



94,937Other costs and expenses:Selling, general and administrative


35,529



23,306



25,802



49,108



45,684Amortization of intangible assets


1,139



665



671



1,336



1,327Goodwill Impairment






59,838







59,838



Fees paid to related parties:Management fees










287



287



600Termination fee






6,000







6,000



(Loss) income from operations


(372,018
)


(40,891
)


(2,911
)


(43,802
)


47,326Other (expense) income:Interest expense, net


(49,373
)


(18,727
)


(21,559
)


(40,286
)


(51,487
)Interest income


9



23



34



57



215Loss on extinguishment of debt


















(17,297
)Other (expense) income, net


(2,724
)


(895
)


706



(189
)


70Loss before income taxes and non-controlling interest in loss of
    consolidated entity


(424,106
)


(60,490
)


(23,730
)


(84,220
)


(21,173
)Income tax (provision) benefit


(7,294
)


(2,239
)


1,518



(721
)


(1,424
)Loss before non- controlling interest in loss of consolidated
    entity


(431,400
)


(62,729
)


(22,212
)


(84,941
)


(22,597
)Non-controlling interest in loss of consolidated entity


180,286



26,534







26,534



Net loss

$
(251,114
)

$
(36,195
)

$
(22,212
)

$
(58,407
)

$
(22,597
)Basic and diluted loss per share


(18.23
)


(2.68
)


N/A



N/A



N/A  35




---



##### Table of Contents



The year
    ended December 31, 2009 compared to the year ended
    December 31, 2008
    Revenue,
    cost of sales and gross profit
  Year Ended December 31,2009


2008As a





As a


Increase/


Increase/Percentage of





Percentage of


(Decrease)


(Decrease)Amount


Revenue


Amount


Revenue


Variance $


Variance %(Dollars in thousands)Production revenue

$
35,793



46
%

$
79,491



35
%

$
(43,698
)


(55
)%Library revenue


41,979



54
%


146,945



65
%


(104,966
)


(71
)%Total revenue


77,772



100
%


226,436



100
%


(148,664
)


(66
)%Cost of sales


413,122



N/M



153,669



68
%


259,453



169
%Gross (loss) profit

$
(335,350
)


N/M


$
72,767



32
%

$
(408,117
)


N/M          36




---



##### Table of Contents



Other
    costs and expenses
  Year Ended


Increase/


Increase/December 31,


(Decrease)


(Decrease)2009


2008


Variance $


Variance %(Dollars in thousands)Selling, general and administrative

$
35,529


$
49,108


$
(13,579
)


(28
)%Amortization of intangible assets


1,139



1,336



(197
)


(15
)%Goodwill Impairment






59,838



(59,838
)


N/MManagement and termination fees






6,287



(6,287
)


N/M       Interest
    expense, net
   37




---



##### Table of Contents



Other
    income (expense), net
    Income
    tax (provision) benefit
    Net
    loss
    The year
    ended December 31, 2008 compared to the year ended
    December 31, 2007
   38




---



##### Table of Contents



Revenue,
    cost of sales and gross profit
  Year Ended December 31,2008


2007As a





As a


Increase/


Increase/Percentage of





Percentage of


(Decrease)


(Decrease)Amount


Revenue


Amount


Revenue


Variance $


Variance %(Dollars in thousands)Production revenue

$
79,491



35
%

$
133,149



57
%

$
(53,658
)


(40
)%Library revenue


146,945



65
%


98,862



43
%


48,083



49
%Total revenue


226,436



100
%


232,011



100
%


(5,575
)


(2
)%Cost of sales


153,669



68
%


137,074



59
%


16,595



12
%Gross profit

$
72,767



32
%

$
94,937



41
%

$
(22,170
)


(23
)%     and/or
      film-by-film
   39




---



##### Table of Contents



Other
    costs and expenses
  Year Ended


Increase/


Increase/December 31,


(Decrease)


(Decrease)2008


2007


Variance $


Variance %(Dollars in thousands)Selling, general and administrative

$
49,108


$
45,684


$
3,424



7
%Amortization of intangible assets


1,336



1,327



9



1
%Goodwill Impairment


59,838







59,838



N/MManagement and termination fees


6,287



600



5,687



N/M         Interest
    expense, net
    Loss
    on extinguishment of debt
   40




---



##### Table of Contents



Other
    (expense) income, net
    Income
    tax provision
    Net
    loss
    Liquidity
    and capital resources
       41




---



##### Table of Contents




    We have incurred net losses from operations and net operating
    cash outflows in each of the past four years and at
    December 31, 2009 have an accumulated deficit of
    $287.3 million. Our inability to borrow under our revolving
    credit facility, coupled with other factors described above, has
    resulted in liquidity constraints and an inability to pay some
    of our obligations as they come due. The liquidity constraints
    are also preventing us from making certain expenditures to
    continue producing and acquiring as many films as we could have
    otherwise. As a result, we decreased our production slate for
    2009, reduced our selling, general and administrative expenses
    through cost-cutting measures that included, among others, job
    reductions and we expect to take additional steps to preserve
    liquidity. However, despite any additional cost-saving steps we
    may implement, unless we successfully restructure our debt
    and/or
    obtain other sources of liquidity and generate sufficient
    revenue and cash flows from operations, we will not have the
    resources to continue as a going concern. There can be no
    assurance that we will be successful in such endeavors. The
    report of our independent registered public accounting firm
    included elsewhere in this Annual Report contains an explanatory
    paragraph expressing substantial doubt regarding our ability to
    continue as a going concern.  and/or
  
    We are currently in default under both our first lien and second
    lien senior secured credit facilities. On December 23,
    2009, we acknowledged defaults on the first lien facilities
    resulting from (x) an over-advance on our revolver due to a
    reduction in our borrowing base and consequent failure to make
    mandatory prepayment to cure, and (y) a failure to pay
    settlement amounts payable and due upon the termination of our
    interest rate swaps on December 22, 2009. On
    February 12, 2010, we acknowledged a default on the second
    lien facility resulting from our failure to make a scheduled
    interest payment.   42




---



##### Table of Contents




    we cannot borrow additional loans or issue additional letters of
    credit under the credit agreement governing our first lien
    credit facility;
    default interest of 2% will accrue on all loans under the credit
    agreement governing our first and second lien credit facilities
    and on the swap settlement amounts, in addition to the rate of
    interest otherwise applicable;
    certain covenants under the credit agreement governing our first
    lien credit facility (including those relating to investments,
    restricted payments, permitted liens, asset sales, subsidiary
    guarantors, control agreements, and cash expenditures and
    distributions) will become more restrictive;
    we will provide additional information to the lender and their
    counsel, including among other things a cash flow schedule that
    is updated weekly;
    we will limit the amounts and timing of our cash expenditures to
    the amounts itemized in the cash flow schedule, subject to a
    variance;
    we will maintain a minimum cash balance; and
    we will provide monthly and year-to-date financial information
    and an updated draft valuation report of our film library.        The Year Ended December 31,2009


2008(1)


2007(Dollars in thousands)Net cash used in operating activities

$
(9,816
)

$
(55,119
)

$
(88,778
)Net cash used in investing activities


(237
)


(172
)


(132
)Net cash provided by financing activities


12,800



76,257



86,566Cash (end of period)


25,120



22,373



1,407   Operating
    activities
   43




---



##### Table of Contents



Investing
    activities
    Financing
    activities
        Contractual
    obligations
    Payments Due by PeriodLess Than








More ThanTotal


1 Year


1-3 Years


3-5 Years


5 YearsOff-balance sheet arrangements:Operating lease commitments(1)

$
34,226


$
3,766


$
7,205


$
7,007


$
16,248Purchase obligations(2)


















34,226



3,766



7,205



7,007



16,248Contractual obligations reflected on the balance sheet:Debt obligations(3)


609,171



19,582



52,500



462,089



75,000Accrued film production costs(4)


68,220



68,108



112







Other contractual obligations(5)


8,229



5,229



2,000



1,000



Uncertain tax positions(6)


586



586











686,206



93,505



54,612



463,089



75,000Total contractual obligations

$
720,432


$
97,271


$
61,817


$
470,096


$
91,248  44




---



##### Table of Contents



(1)
    
    Operating lease commitments represent future minimum payment
    obligations on various long-term noncancellable leases for
    office and storage space.(2)
    
    Purchase obligation amounts represent a contractual commitment
    to exclusively license the rights in and to a film that is not
    complete.(3)
    
    Debt obligations include future principal payments due upon the
    maturity of our bank debt and interest rate swap termination
    obligations (see Note 11 in our consolidated financial
    statements), but excludes interest payments. We have been in
    default of our first and second lien credit facilities since
    December 23, 2009 and February 12, 2010, respectively,
    and, as a result, subject to any forbearance agreements we may
    be subject to from time to time, our lenders have the ability to
    accelerate those obligations (see Notes 1 and 11 to our
    consolidated financial statements included herein).(4)
    
    Accrued film production costs represent contractual amounts
    payable for completed films as well as costs incurred for the
    settlement of certain participations. Obligations for residual
    payments to various guilds have not been included due to the
    uncertain nature of the amounts and timing of future payments.(5)
    
    Other contractual obligations primarily represent commitments to
    settle various accrued liabilities.(6)
    
    Excluded from the table are $2.1 million of unrecognized
    tax obligations for which the timing of payment is not estimable.  Off-balance
    sheet arrangements
    Item 7A.
    Quantitative
    and qualitative disclosures about market risk  Interest
    rate risk
    Foreign
    currency risk
      Credit
    risk
    Item 8.
    Financial
    Statements and Supplemental Data  page F-1.
 45




---



##### Table of Contents



Item 9.
    Changes
    in and Disagreements with Accountants on Accounting and
    Financial Disclosure    Item 9A(T).
    Controls
    and Procedures    Rule 13a-15 Rule 13a-15(e)
        Rule 13a-15(f)
  Item 9B.
    Other
    Information   46




---



##### Table of Contents



PART III  Item 10.
    Directors,
    Executive Officers and Corporate Governance    Item 11.
    Executive
    Compensation    Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters  Form 10-K
  Item 13.
    Certain
    Relationships and Related Transactions, and Director
    Independence    Item 14.
    Principal
    Accountant Fees and Services   PART IV  Item 15.
    Exhibits
    and Financial Statement Schedules.    page F-1.
    page IV-1.
     47




---



##### Table of Contents



SIGNATURES
      By:
    /s/  Robert
    A. Halmi, Jr.   (Principal Executive Officer)
    Signature

Capacity

Date/s/  Robert
    A. Halmi, Jr.Robert
    A. Halmi, Jr.

President and Chief Executive
    Officer & Director(Principal Executive Officer)

March 26, 2010/s/  William
    J. AliberWilliam
    J. Aliber

Chief Financial Officer(Principal Financial
    and Accounting Officer)

March 26, 2010/s/  Jeffrey
    SaganskyJeffrey
    Sagansky

Chairman of the Board

March 26, 2010/s/  Michael
    B. GoldbergMichael
    B. Goldberg

Director

March 26, 2010/s/  Jeffrey
    C. BloombergJeffrey
    C. Bloomberg

Director

March 26, 2010/s/  Thomas
    M. HudginsThomas
    M. Hudgins

Director

March 26, 2010/s/  Russel
    H. GivensRussel
    H. Givens

Director

March 26, 2010/s/  J.
    Daniel SullivanJ.
    Daniel Sullivan

Director

March 26, 2010  48




---



##### 



INDEX TO
    CONSOLIDATED FINANCIAL STATEMENTS
  RHI
    ENTERTAINMENT, INC.
   
  PageReport of independent registered public
    accounting firm


F-2Consolidated balance sheets as of
    December 31, 2009 (Successor) and 2008 (Successor)


F-3Consolidated statements of operations for the
    year ended December 31, 2009 (Successor), the period from
    June 23, 2008 to December 31, 2008 (Successor), the
    period from January 1, 2008 to June 22, 2008
    (Predecessor) and the year ended December 31, 2007
    (Predecessor)


F-4Consolidated statements of
    stockholders(deficit) equity /members equity and
    comprehensive loss for the year ended December 31, 2009
    (Successor), the period from June 23, 2008 to
    December 31, 2008 (Successor), the period from
    January 1, 2008 to June 22, 2008 (Predecessor) and the
    year ended December 31, 2007 (Predecessor)


F-5Consolidated statements of cash flows for the
    year ended December 31, 2009, the period from June 23,
    2008 to December 31, 2008 (Successor), the period from
    January 1, 2008 to June 22, 2008 (Predecessor) and the
    year ended December 31, 2007 (Predecessor)


F-7Notes to consolidated financial statements


F-8   F-1




---



##### Table of Contents



Report of
    Independent Registered Public Accounting Firm              /s/ KPMG
    LLP
    F-2




---



##### Table of Contents



RHI
    ENTERTAINMENT, INC.Consolidated Balance Sheets
   Successor


SuccessorDecember 31,


December 31,2009


2008(Dollars in thousands, except per share data)ASSETSCash

$
25,120


$
22,373Accounts receivable, net of allowance for doubtful accounts and
    discount to present value of $5,350 and $11,933, respectively


85,217



180,125Film production costs, net


461,232



780,122Property and equipment, net


390



370Prepaid and other assets, net


14,768



28,928Intangible assets, net


1,125



2,264Total assets

$
587,852


$
1,014,182LIABILITIES AND STOCKHOLDERS (DEFICIT) EQUITYAccounts payable and accrued liabilities


21,610



51,477Accrued film production costs


166,895



195,328Debt


609,171



576,789Deferred revenue


22,861



13,530Total liabilities


820,537



837,124Common stock, par value $0.01 per share; 125,000 shares
    authorized and 23,416 shares issued and outstanding


234



135Additional paid-in capital


54,390



149,609Accumulated deficit


(287,309
)


(36,195
)Accumulated other comprehensive loss






(11,387
)Total RHI Entertainment Inc. stockholders (deficit) equity


(232,685
)


102,162Non-controlling interest in consolidated entity






74,896Total stockholders (deficit) equity


(232,685
)


177,058Total liabilities and stockholders (deficit) equity

$
587,852


$
1,014,182    F-3




---



##### Table of Contents



RHI
    ENTERTAINMENT, INC.Consolidated Statements of Operations
  Successor


PredecessorPeriod from


Period fromJune 23,


January 1,Year Ended


2008 to


2008 to


Year EndedDecember 31,


December 31,


June 22,


December 31,2009


2008


2008


2007(Dollars in thousands, except per share data)RevenueProduction revenue

$
35,793


$
72,889


$
6,602


$
133,149Library revenue


41,979



80,302



66,643



98,862Total


77,772



153,191



73,245



232,011Cost of sales (including film production cost impairment charges
    of $338,901 during the year ended December 31, 2009)


413,122



104,273



49,396



137,074Gross (loss) profit


(335,350
)


48,918



23,849



94,937Other costs and expenses:Selling, general and administrative


35,529



23,306



25,802



45,684Amortization of intangible assets


1,139



665



671



1,327Goodwill impairment charge






59,838







Fees paid to related parties:Management fees










287



600Termination fee






6,000







(Loss) income from operations


(372,018
)


(40,891
)


(2,911
)


47,326Other (expense) income:Interest expense, net


(49,373
)


(18,727
)


(21,559
)


(51,487
)Interest income


9



23



34



215Loss on extinguishment of debt














(17,297
)Other (expense) income, net


(2,724
)


(895
)


706



70Loss before income taxes and non-controlling interest in loss of
    consolidated entity


(424,106
)


(60,490
)


(23,730
)


(21,173
)Income tax (provision) benefit


(7,294
)


(2,239
)


1,518



(1,424
)Loss before non-controlling interest in loss of consolidated
    entity


(431,400
)


(62,729
)


(22,212
)


(22,597
)Non-controlling interest in loss of consolidated entity


180,286



26,534







Net loss

$
(251,114
)

$
(36,195
)

$
(22,212
)

$
(22,597
)Loss per share:Basic

$
(18.23
)

$
(2.68
)


N/A



N/ADiluted

$
(18.23
)

$
(2.68
)


N/A



N/AWeighted Average Shares OutstandingBasic


13,777



13,500



N/A



N/ADiluted


13,777



13,500



N/A



N/A    F-4




---



##### Table of Contents



RHI
    ENTERTAINMENT, INC.Consolidated Statements of Stockholders
    (Deficit) Equity/Members Equity and Comprehensive
    Loss
  AccumulatedOther


TotalMembers


Comprehensive


MembersEquity


Loss


Equity(Dollars in thousands)Predecessor CompanyBalance, December 31, 2006


132,907



(49
)


132,858Net loss


(22,597
)






(22,597
)Unrealized loss on interest rate swap contracts (note 11)






(11,808
)


(11,808
)Comprehensive loss










(34,405
)Capital contribution


20







20Contributed capital  Share-based compensation
    (note 12)


1,940







1,940Balance, December 31, 2007


112,270



(11,857
)


100,413Net loss


(22,212
)






(22,212
)Unrealized gain on interest rate swap contracts (note 11)






1,232



1,232Comprehensive loss










(20,980
)Capital contribution (note 1)


29,135







29,135Distribution payable to KRH (note 1)


(728
)






(728
)Contributed capital  Share-based compensation
    (note 12)


926







926Balance, June 22, 2008

$
119,391


$
(10,625
)

$
108,766    F-5




---



##### Table of Contents



RHI
    ENTERTAINMENT, INC.
  Consolidated
    Statements of Stockholders (Deficit) Equity/Members
    Equity and Comprehensive Loss (Continued)
  Accumulated





Non-ControllingAdditional


Other





Interest in Loss of


TotalCommon Stock


Paid-In-


Comprehensive


Accumulated


Unconsolidated


StockholdersShares


Amount


Capital


Loss


Deficit


Entity


(Deficit)Equity(Dollars in thousands, except share amounts)Successor CompanyBalance, June 22, 2008





$



$



$



$



$



$
IPO, net of $15,016 of issuance costs (note 1)


13,500,100



135



173,849















173,984Contribution of Holdings II Net Assets by KRH (note 1)










119,391



(10,625
)










108,766Distribution to KRH (note 1)










(34,972
)














(34,972
)Initial allocation of non-controlling interest (note 5)










(109,304
)


4,494







104,810



Contributed capital  Share-based compensation
    (note 12)










631











462



1,093Issuance of common stock to employees


5,000







14











11



25Unrealized loss on interest rate swap contracts (note 11)














(5,256
)






(3,853
)


(9,109
)Net loss


















(36,195
)


(26,534
)


(62,729
)Balance, December 31, 2008


13,505,100


$
135


$
149,609


$
(11,387
)

$
(36,195
)

$
74,896


$
177,058Contributed capital  Share-based compensation
    (note 12)










1,110











813



1,923Exercise of restricted stock units (note 12)


10,900























Unrealized gain on interest rate swap contracts (note 11)














2,118







1,552



3,670Amortization of interest rate swap value (note 11)














11,605







4,459



16,064Net loss


















(251,114
)


(180,286
)


(431,400
)Issuance of shares of common stock in exchange for remaining
    interest in Holdings II (note 1)


9,900,000



99



(96,329
)


(2,336
)






98,566



Balance, December 31, 2009


23,416,000


$
234


$
54,390


$



$
(287,309
)

$



$
(232,685
)   For the period fromYear Ended


June 23, 2008 toDecember 31, 2009


December 31, 2008Comprehensive loss attributed to RHI Entertainment, Inc:Net loss

$
(251,114
)

$
(36,195
)Unrealized gain on interest rate swap contracts


2,118



(5,256
)Comprehensive loss

$
(248,996
)

$
(41,451
)   For the period from


For the period fromJanuary 1, 2009 to


June 23, 2008 toDecember 22, 2009


December 31, 2008Comprehensive loss attributed to non-controlling interest:Net loss

$
(180,286
)

$
(26,534
)Unrealized gain on interest rate swap contracts


1,552



(3,853
)Comprehensive loss

$
(178,734
)

$
(30,387
)    F-6




---



##### Table of Contents



RHI
    ENTERTAINMENT, INC.Consolidated Statements of Cash Flows
  Successor


PredecessorPeriod from


Period fromJune 23,


January 1,Year Ended


2008 to


2008 to


Year EndedDecember 31,


December 31,


June 22,


December 31,2009


2008


2008


2007(Dollars in thousands)Cash flows from operating activitiesNet loss

$
(251,114
)

$
(36,195
)

$
(22,212
)

$
(22,597
)Adjustments to reconcile net loss to net cash used in operating
    activities:Film production cost impairment charge


338,901











Non-controlling interest in loss of consolidated entity


(180,286
)


(26,534
)






Amortization of film production costs


60,611



93,481



43,579



122,493Amortization of interest rate swap value


16,064











(Decrease) increase of accounts receivable reserves


(6,583
)


1,252



4,370



5,496Deferred income taxes


3,915



(37
)


(1,558
)


(1,354
)Amortization of deferred debt financing costs


3,379



1,754



549



1,844Realized gain on interest rate swaps


2,395











Share-based compensation


1,923



1,118



926



1,940Amortization of intangible assets


1,139



665



671



1,327Depreciation and amortization of fixed assets


217



108



93



206Goodwill impairment charge






59,838







Amortization of debt discount










355



526Loss on extinguishment of debt














17,297Change in operating assets and liabilities:Decrease (increase) in accounts receivable


101,491



(67,294
)


(4,694
)


(55,545
)Decrease (increase) in prepaid and other assets


6,865



4,521



(2,457
)


(9,585
)Additions to film production costs


(76,722
)


(107,936
)


(54,909
)


(174,252
)(Decrease) increase in accounts payable and accrued liabilities


(12,909
)


(2,899
)


6,327



(3,846
)(Decrease) increase in accrued film production costs


(28,433
)


63,669



(997
)


28,079Increase (decrease) in deferred revenue


9,331



(8,299
)


(2,374
)


(807
)Net cash used in operating activities


(9,816
)


(22,788
)


(32,331
)


(88,778
)Cash flows from investing activitiesPurchase of property and equipment


(237
)


(91
)


(81
)


(132
)Net cash used in investing activities


(237
)


(91
)


(81
)


(132
)Cash flows from financing activitiesSale of common stock






189,000







Payment of offering costs and fees






(15,016
)






Borrowings from credit facilities


13,800



165,679



80,093



744,378Repayments of credit facilities


(1,000
)


(284,900
)


(44,708
)


(653,953
)Deferred debt financing costs






(4,726
)






(3,879
)Second lien pre-payment penalty






(2,600
)






Member capital contributions










29,135



20Distribution to KRH






(35,700
)






Net cash provided by financing activities


12,800



11,737



64,520



86,566Net increase (decrease) in cash


2,747



(11,142
)


32,108



(2,344
)Cash, beginning of period


22,373



33,515



1,407



3,751Cash, end of period

$
25,120


$
22,373


$
33,515


$
1,407Supplemental disclosure of cash flow informationCash paid for interest

$
40,301


$
21,526


$
23,845


$
50,772Cash paid for income taxes


2,136



865



1,968



6,247Supplemental disclosure of non-cash informationIssuance of shares of common stock in exchange for remaining
    interest in Holdings II (note 1)

$
98,566


$



$



$
    F-7




---



##### Table of Contents



RHI
    ENTERTAINMENT, INC.
  Notes
    to Consolidated Financial Statements
 December 31,
    2009 and 2008 (Successor) and 2007 (Predecessor)
  (1)
    Business
    and Organization  made-for-television
       F-8




---



##### Table of Contents



RHI
    ENTERTAINMENT, INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Liquidity
    and Restructuring
    and/or
  and/or
     F-9




---



##### Table of Contents



RHI
    ENTERTAINMENT, INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    (2)
    Basis of
    Presentation      (3)
    Summary
    of Significant Accounting Policies  (a)
    Revenue
    Recognition and Customer Concentrations  926-605-25.
    Number of


% of Total


Domestic


InternationalPeriod

Customers


Revenue


Licensees


LicenseesSuccessor:Year ended December 31, 2009


10



73
%


42
%


31
%Period from June 23, 2008 through December 31, 2008


10



74
%


44
%


30
%Predecessor:Period from January 1, 2008 through June 22, 2008


10



77
%


58
%


19
%Year ended December 31, 2007


10



74
%


30
%


44
%  F-10




---



##### Table of Contents



RHI
    ENTERTAINMENT, INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Successor


PredecessorPeriod from


Period fromJune 23,


January 1,Year Ended


2008 to


2008 to


Year EndedDecember 31,


December 31,


June 22,


December 31,Customer

2009


2008


2008


2007Customer A

$
15,225



(1
)


(1
)


(1
)Customer B


12,549


$
20,867


$
11,081



(1
)Customer C


(1
)


45,038



33,622


$
40,185Customer D


(1
)


18,161



(1
)


(1
)     (1)
    
    Revenue from customer is less than 10% of total revenue in
    period noted.      (b)
    Cost
    of Sales    (c)
    Advertising    (d)
    Film
    Production Costs   F-11




---



##### Table of Contents



RHI
    ENTERTAINMENT, INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  and/or
      (e)
    Use of
    Estimates    (f)
    Fair
    Value    (g)
    Prepaid
    and Other Assets    (h)
    Long-Lived
    and Indefinite Lived Assets     F-12




---



##### Table of Contents



RHI
    ENTERTAINMENT, INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  (i)
    Impairment
    of Other Long-Lived Assets    (j)
    Accounts
    Receivable    (k)
    Derivatives  815-30-35.
    (l)
    Share-based
    Compensation    (m)
    Income
    Taxes     F-13




---



##### Table of Contents



RHI
    ENTERTAINMENT, INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
          (n)
    Comprehensive
    Loss    (o)
    Segment
    Information  made-for-television
  (p)
    New
    Accounting Pronouncements Adopted     F-14




---



##### Table of Contents



RHI
    ENTERTAINMENT, INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
        810-10-65.
  815-10.
  855-10.
 F-15




---



##### Table of Contents



RHI
    ENTERTAINMENT, INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
   (4)
    Loss Per
    Share, Basic and Diluted    (5)
    Non-Controlling
    Interest  974-810-30,
   F-16




---



##### Table of Contents



RHI
    ENTERTAINMENT, INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Total Holdings II members equity as of June 22,
    2008

$
108,766RHI Inc. investment in Holdings II


173,984Non-controlling interest associated with distribution to KRH


(34,972
)Total post-IPO Holdings II members equity


247,778Non-controlling interest of KRH


42.3
%Initial allocation of non-controlling interest in consolidated
    entity


104,810Non-controlling interest in share-based compensation


473Non-controlling interest in unrealized loss on interest rate
    swaps


(3,853
)Non-controlling interest allocation for the period from
    June 23, 2008 to December 31, 2008


(3,380
)Non-controlling interest in loss of consolidated entity for the
    period from June 23, 2008 to December 30, 2008


(26,534
)Non-controlling interest in consolidated entity as of
    December 31, 2008

$
74,896Non-controlling interest in share-based compensation


813Non-controlling interest in unrealized gain on interest rate
    swaps


1,552Non-controlling interest in amortization of the fair market
    value of interest rate swaps de-designated as hedges


4,459Non-controlling interest allocation for the period from
    January 1, 2009 to December 22, 2009


6,824Non-controlling interest in loss of consolidated entity for the
    period from January 1, 2009 to December 22, 2009


(180,286
)Issuance of shares of common stock in exchange for remaining
    interest in Holdings II (note 1)


98,566Non-controlling interest in consolidated entity as of
    December 31, 2009

$
   (6)
    Film
    Production Costs, Net    (Successor)December 31,


December 31,2009


2008Completed films

$
782,339


$
984,805Crown Film Library


90,590



145,290Films in process and development


7,966



18,012880,895



1,148,107Accumulated amortization


(419,663
)


(367,985
)$
461,232


$
780,122  F-17




---



##### Table of Contents



RHI
    ENTERTAINMENT, INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    (Successor)


(Predecessor)Period from


Period fromJune 23,


January 1,Year Ended


2008 to


2008 to


Year EndedDecember 31,


December 31,


June 22,


December 31,2009


2008


2008


2007Overhead costs capitalized

$
8,882


$
6,100


$
6,775


$
14,269Interest capitalized


569



679



313



2,001Amortization of completed films


50,056



90,655



40,595



115,143Amortization of Crown Film Library


1,622



1,949



2,608



6,350Abandoned development projects


5,033



877



375



1,000Film production cost impairment charges  completed
    films


284,034











Film production cost impairment charges  Crown Film
    Library


54,867











      F-18




---



##### Table of Contents



RHI
    ENTERTAINMENT, INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
   (7)
    Prepaid
    and Other Assets, Net    (Successor)December 31,


December 31,2009


2008Deferred debt financing costs, net of accumulated amortization

$
12,071


$
15,450Other receivables


1,948



3,929Deferred tax assets, net


133



5,046Prepaid assets


616



4,503$
14,768


$
28,928   (8)
    Property
    and Equipment, Net    (Successor)December 31,


December 31,Average Useful Life

2009


2008Shorter of usefulLeasehold improvements

life or lease term

$
309


$
297Furniture and fixtures

10 years


348



217Computers and other equipment

3 years


514



4211,171



935Accumulated depreciation and amortization




(781
)


(565
)$
390


$
370     (Successor)


(Predecessor)Period from


Period fromJune 23,


January 1,Year Ended


2008 to


2008 to


Year EndedDecember 31,


December 31,


June 22,


December 31,2009


2008


2008


2007Original cost of assets retired

$
1


$
8


$



$
3Loss on disposal of assets


1



1







2Depreciation and amortization expense


216



107



93



204   (9)
    Goodwill
    and Other Intangibles   F-19




---



##### Table of Contents



RHI
    ENTERTAINMENT, INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
      (10)
    Accrued
    Film Production Costs    (Successor)December 31,


December 31,2009


2008Residuals

$
63,322


$
63,105Production


60,732



88,312Participations


42,841



43,911$
166,895


$
195,328       (11)
    Debt    (Successor)December 31,


December 31,2009


2008First Lien Term Loan

$
175,000


$
175,000Revolver


339,589



326,789Second Lien Term Loan


75,000



75,000Interest rate swap termination obligation


19,582



$
609,171


$
576,789   sub-facility
 F-20




---



##### Table of Contents



RHI
    ENTERTAINMENT, INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
            Year Ending December 31,2009

$
19,5822010


2011


17,5002012


35,0002013


462,0892014


2015


75,000$
609,171  F-21




---



##### Table of Contents



RHI
    ENTERTAINMENT, INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Defaults
    and Forbearance
      
    it cannot borrow additional loans or issue additional letters of
    credit under the credit agreement governing its first lien
    credit facility;
    default interest of 2% will accrue on all loans under the credit
    agreement governing its first and second lien credit facilities
    and on the swap settlement amounts, in addition to the rate of
    interest otherwise applicable;
    certain covenants under the credit agreement governing its first
    lien credit facility (including those relating to investments,
    restricted payments, permitted liens, asset sales, subsidiary
    guarantors, control agreements, and cash expenditures and
    distributions) will become more restrictive;
    it will provide additional information to the lenders and their
    counsel, including among other things a cash flow schedule that
    is updated weekly;
    it will limit the amounts and timing of its cash expenditures to
    the amounts itemized in the cash flow schedule, subject to a
    variance;
    it will maintain a minimum cash balance; and
    it will provide monthly and
    year-to-date
    financial information and an updated draft valuation report of
    its film library.     F-22




---



##### Table of Contents



RHI
    ENTERTAINMENT, INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Interest
    Rate Swaps
  815-30-35.
            (12)
    Share-based
    Compensation   F-23




---



##### Table of Contents



RHI
    ENTERTAINMENT, INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Stock
    Options
      Grant DateNov. 2008


Jun. 2009


Dec. 2009Expected volatility


42.04
%


43.95
%


183.58
%Expected dividends










Expected Term (in years)


6.00



6.00



6.00Risk-free rate


2.92
%


1.33
%


1.32
%   1 3
   F-24




---



##### Table of Contents



RHI
    ENTERTAINMENT, INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
        Weighted-Weighted-


Average


AggregateAverage


Remaining


IntrinsicExercise


Contractual


ValueStock Options

Units


Price


Term


(000s)Non-vested Balance, December 31, 2008


529,154


$
3.54



10 yrsOptions granted


933,925


$
2.29



Options vested


(206,502
)

$
3.54



Options forfeited


(5,645
)

$
3.54



Non-vested Balance, December 31, 2009


1,250,932







9.1 yrs


$
Vested and exercisable balance, December 31, 2009


206,502


$
3.54



8.9 yrs


$
Expected to vest


1,237,036







9.1 yrs


$
     Restricted
    Stock Units
    1 3
 F-25




---



##### Table of Contents



RHI
    ENTERTAINMENT, INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
              AggregateIntrinsicValueRSUs

Units


(000s)Units issued, December 31, 2008


267,198Units issued


533,925Units vested


(16,495
)Units surrendered or forfeited


(111,862
)Non-vested Balance, December 31, 2009


672,766


$
209Vested Balance, December 31, 2009


16,495


$
12Expected to vest


497,543


$
154     Other
    Share-Based Compensation
   F-26




---



##### Table of Contents



RHI
    ENTERTAINMENT, INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
      (13)
    Retirement
    Plan    (14)
    Related
    Party Transactions   F-27




---



##### Table of Contents



RHI
    ENTERTAINMENT, INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
        (15)
    Income
    Taxes    SuccessorPeriod fromSuccessor


June 23,


Predecessor


PredecessorYear Ended


2008 to


Period from


Year EndedDecember 31,


December 31,


January 1,


December 31,2009


2008


2008 to June 22,2008


2007Current tax provision (benefit)Federal

$
1


$
952


$
(974
)

$
(320
)State and local


1,798



479



125



1,168Foreign


1,580



845



889



1,930Total current


3,379



2,276



40



2,778Deferred tax provision (benefit)Federal


3,439



(45
)


(1,440
)


(1,241
)State and local


476



8



(118
)


(113
)Foreign














Total deferred


3,915



(37
)


(1,558
)


(1,354
)Total tax provision (benefit)

$
7,294


$
2,239


$
(1,518
)

$
1,424    F-28




---



##### Table of Contents



RHI
    ENTERTAINMENT, INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  non-U.S. customers.
    Successor


PredecessorPeriod from


Period fromSuccessor


June 23,


January 1,


PredecessorYear Ended


2008 to


2008 to


Year EndedDecember 31,


December 31,


June 22,


December 31,2009


2008


2008


2007Benefit on loss before income taxes at statutory federal income
    tax rate

$
(144,196
)

$
(20,567
)

$
(8,068
)

$
(7,199
)Earnings not subject to tax at partnership level prior to
    June 23, 2008, the date of to IPO










6,493



7,699Goodwill impairment charge






9,735







Loss of non-controlling interest


61,569



9,476







State and local income taxes, (net of federal benefit)


1,197



321



5



703Foreign income and withholding taxes net of U.S. foreign tax
    credits


960







58



144Change in valuation allowance


87,571



2,985







Other


193



289



(6
)


77Total Tax Provision

$
7,294


$
2,239


$
(1,518
)

$
1,424     Successor


SuccessorDecember 31,


December 31,2009


2008Net operating losses

$
29,175


$
3,011Excess of tax over book basis  investment in Holdings
    II


124,933



23,950Film production costs


4,421



667Deferred revenue


2,997



3,120Accrued liabilities and reserves


1,196



2,166Other


1,092



453163,814



33,367Less: Valuation allowance


(163,681
)


(28,321
)Net deferred tax asset

$
133


$
5,046    F-29




---



##### Table of Contents



RHI
    ENTERTAINMENT, INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
          740-10-25.
 F-30




---



##### Table of Contents



RHI
    ENTERTAINMENT, INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Successor


PredecessorPeriod from


Period fromSuccessor


June 23,


January 1,Year Ended


2008 to


2008December 31,


December 31,


to June 22,2009


2008


2008Balance at beginning of period

$
1,579


$
1,579


$
1,579Increases/decreases in unrecognized tax benefit related to
    current period










Increases/decreases in unrecognized tax benefit of prior periods

$
1,140







Decreases related to settlements and due to a lapse of the
    applicable statute of limitations










Balance at end of period

$
2,719


$
1,579


$
1,579           (16)
    Commitments
    and Contingencies    (a)
    Putative
    Shareholder Class Action Lawsuit  made-for-television
 F-31




---



##### Table of Contents



RHI
    ENTERTAINMENT, INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  (b)
    ION
    Settlement        (c)  Flextech
    Litigation
    (d)  MAT
    IV Litigation
    (e)  Restructuring
    (f)
    Lease
    Commitments   F-32




---



##### Table of Contents



RHI
    ENTERTAINMENT, INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    2009

$
3,7662010


3,6642011


3,5412012


3,4792013


3,528Beyond 2013


16,248Total

$
34,226   (17)  Quarterly
    Financial Data (Unaudited)
    SuccessorThree Months


Three Months


Three Months


Three MonthsEnded


Ended


Ended


EndedMarch 31,


June 30,


September 30,


December 31,2009


2009


2009


2009RevenueProduction revenue

$



$
11,832


$
2,576


$
21,385Library revenue


13,003



10,851



6,932



11,193Total


13,003



22,683



9,508



32,578Gross (loss) profit


(435
)


4,196



(8,172
)


(330,939
)Loss from operations


(11,715
)


(3,011
)


(17,007
)


(340,285
)Net loss

$
(12,702
)

$
(8,621
)

$
(16,746
)

$
(213,045
)Loss per share:Basic


(0.94
)


(0.64
)


(1.24
)


(14.61
)Diluted


(0.94
)


(0.64
)


(1.24
)


(14.61
)   F-33




---



##### Table of Contents



RHI
    ENTERTAINMENT, INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Predecessor


SuccessorThree Months








Three Months


Three MonthsEnded


Period from


Period from


Ended


EndedMarch 31,


4/1/2008 to


6/23/2008 to


September 30,


December 31,2008


6/22/2008


6/30/2008


2008


2008RevenueProduction revenue

$
4,941


$
1,661


$
932


$
21,833


$
50,124Library revenue


17,280



49,363



1,489



31,693



47,120Total


22,221



51,024



2,421



53,526



97,244Gross profit


4,643



19,206



1,118



15,279



32,521(Loss) income from operations


(8,753
)


5,842



(5,650
)


5,151



(40,392
)Net loss

$
(20,194
)

$
(2,018
)

$
(3,740
)

$
(3,507
)

$
(28,948
)Loss per share:Basic


N/A



N/A



(0.28
)


(0.26
)


(2.14
)Diluted


N/A



N/A



(0.28
)


(0.26
)


(2.14
)  F-34




---



##### Table of Contents



RHI Entertainment,
    INC.
  EXHIBIT INDEX
  ExhibitNumber

Description3
.1

Amended and Restated Certificate of Incorporation
    RHI Entertainment, Inc. (incorporated by reference to
    Exhibit 3.1 to the Registrants Form 10-Q for the
    period ending June 30, 2008 filed with the SEC on
    August 7, 2008).3
.2

Amended and Restated By-Laws of RHI Entertainment, Inc.
    (incorporated by reference to Exhibit 3.2 to the
    Registrants Form 10-Q for the period ending
    June 30, 2008 filed with the SEC on August 7, 2008).10
.1

Amended and Restated Limited Liability Company Operating
    Agreement of RHI Entertainment Holdings II, LLC by and
    between RHI Entertainment, Inc. and KRH Investments
    LLC, dated as of June 23, 2008 (incorporated by reference to
    Exhibit 10.1 to the Registrants
    Form 10-Q
    for the period ending June 30, 2008 filed with the SEC on
    August 7, 2008).10
.2

Tax Receivable Agreement by and among RHI Entertainment,
    Inc., RHI Entertainment Holdings II, LLC and
    KRH Investments LLC, dated as of June 23, 2008
    (incorporated by reference to Exhibit 10.2 to the
    Registrants
    Form 10-Q
    for the period ending June 30, 2008 filed with the SEC on
    August 7, 2008).10
.3

Registration Rights Agreement by and between
    RHI Entertainment, Inc. and KRH Investments LLC, dated
    as of June 23, 2008 (incorporated by reference to
    Exhibit 10.3 to the Registrants
    Form 10-Q
    for the period ending June 30, 2008 filed with the SEC on
    August 7, 2008).10
.4

Director Designation Agreement by and between
    RHI Entertainment, Inc. and KRH Investments LLC, dated
    as of June 23, 2008 (incorporated by reference to
    Exhibit 10.4 to the Registrants
    Form 10-Q
    for the period ending June 30, 2008 filed with the SEC on
    August 7, 2008).10
.5

Membership Subscription Agreement by and among
    RHI Entertainment, Inc., KRH Investments LLC and
    RHI Entertainment Holdings II, LLC, dated as of
    June 23, 2008 (incorporated by reference to
    Exhibit 10.5 to the Registrants
    Form 10-Q
    for the period ending June 30, 2008 filed with the SEC on
    August 7, 2008).10
.6

RHI Entertainment Senior Executive Bonus Plan, dated as of
    June 23, 2008 (incorporated by reference to
    Exhibit 10.6 to the Registrants
    Form 10-Q
    for the period ending June 30, 2008 filed with the SEC on
    August 7, 2008).10
.7

Amended and Restated RHI Entertainment, Inc. 2008 Equity
    Incentive Award Plan, dated as of May 12, 2009
    (incorporated by reference to Appendix A to the Companys
    Definitive Proxy Statement, filed with the SEC on April 15,
    2009).10
.8

Amended and Restated First Lien Credit, Security, Guaranty and
    Pledge Agreement, dated as of January 12, 2006, as Amended
    and Restated as of April 13, 2007, by and among
    RHI Entertainment, LLC, as Borrower, JP Morgan Chase
    Bank, N.A., as Administrative Agent and as Issuing Bank,
    J.P. Morgan Securities Inc, as Sole Bookrunner and Sole
    Lead Arranger, The Royal Bank of Scotland PLC, as
    Syndication Agent, and Bank of America, N.A., as Documentation
    Agent (incorporated by reference to Exhibit 10.11 to the
    Registrants Registration Statement on
    Form S-1
    filed with the SEC on September 14, 2007).10
.8(a)

Amendment No. 1 dated October 12, 2007 to the Amended
    and Restated First Lien 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 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
    (incorporated by reference to Exhibit 10.14 to Amendment
    No. 2 to the Registrants Registration Statement on
    Form S-1
    filed with the SEC on November 11, 2007).10
.8(b)

Amendment No. 2 dated May 29, 2008 to the Amended and
    Restated First Lien Credit, Security, Guaranty and Pledge
    Agreement, dated as of January 12, 2006, as amended and
    restated as of April 13, 2007 and amended thereto, among
    RHI Entertainment, LLC, 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
    (incorporated by reference to Exhibit 10.13(b) to Amendment
    No. 4 to the Registrants Registration Statement on
    Form S-1
    filed with the SEC on May 30, 2008). IV-1




---



##### Table of Contents



ExhibitNumber

Description10
.8(c)

Amendment No. 3 dated November 11, 2008 to the Amended
    and Restated First Lien Credit, Security, Guaranty and Pledge
    Agreement, dated as of January 12, 2006, as amended and
    restated as of April 13, 2007 and amended thereto, among
    RHI Entertainment, LLC, 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.10
.8(d)

Amendment No. 4 dated March 2, 2009 to the Amended and
    Restated First Lien Credit, Security, Guaranty and Pledge
    Agreement, dated as of January 12, 2006, as amended and
    restated as of April 13, 2007 and amended thereto, among
    RHI Entertainment, LLC, 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.10
.9

Credit, Security, Guaranty and Pledge Agreement (Second Lien
    Credit Agreement), among RHI Entertainment, LLC, the
    Guarantors referred to therein, the Lenders referred to therein,
    JPMorgan Chase Bank, N.A. as Administrative Agent for the
    Lenders and J.P. Morgan Securities Inc, dated June 23,
    2008 (incorporated by reference to Exhibit 10.9 to the
    Registrants
    Form 10-Q
    for the period ending June 30, 2008 filed with the SEC on
    August 7, 2008).10
.9(a)

Amendment No. 1 dated August 7, 2008 to the Credit,
    Security, Guaranty and Pledge Agreement (Second Lien Credit
    Agreement) dated as of June 23, 2008 among
    RHI Entertainment, LLC, the Guarantors referred to therein,
    the Lenders referred to therein and JPMorgan Chase Bank, N.A. as
    Administrative Agent for Lenders (incorporated by reference to
    Exhibit 10.9(a) to the Registrants
    Form 10-Q
    for the period ending June 30, 2008 filed with the SEC on
    August 7, 2008).10
.9(b)

Successor Agent Agreement and Second Amendment to Credit,
    Security, Guaranty and Pledge Agreement (Second Lien Credit
    Agreement), dated February 12, 2010, among
    RHI Entertainment, LLC, its subsidiaries party to the
    Second Lien Credit Agreement, RHI Entertainment
    Holdings II, LLC, the Lenders party thereto, JPMorgan Chase
    Bank, N.A., as administrative agent, and Wilmington Trust FSB,
    as successor administrative agent (incorporated by reference to
    Exhibit 10.1 to the Registrants Current
    Form 8-K
    filed with the SEC on February 16, 2010).10
.10

Amended and Restated Intercreditor Agreement dated as of
    April 13, 2007 by and among JP Morgan Chase Bank,
    N.A., as administrative agent and collateral agent for the First
    Priority Secured Parties, JP Morgan Chase Bank, N.A., as
    administrative and collateral agent for the Second Priority
    Secured Parties, and RHI Entertainment, LLC, as the
    Borrower (incorporated by reference to Exhibit 10.12 to the
    Registrants Registration Statement on
    Form S-1
    filed with the SEC on September 14, 2007).10
.11

Replacement Amended and Restated Intercreditor Agreement, among
    JPMorgan Chase Bank, N.A. as administrative agent and collateral
    agent for the First Priority Secured Parties (as defined
    therein), JPMorgan Chase Bank, N.A., as administrative and
    collateral agent for the Second Priority Secured Parties (as
    defined therein), RHI Entertainment, LLC, as the Borrower,
    the Guarantors referred to therein, the Credit Parties (as
    defined therein), KRH Investments LLC (f/k/a
    RHI Entertainment Holdings, LLC) and RHI Entertainment
    Holdings II, LLC, dated as of June 23, 2008 (incorporated
    by reference to Exhibit 10.2 to the Registrants
    Form 10-Q
    for the period ending June 30, 2008 filed with the SEC on
    August 7, 2008).10
.11(a)

Assignment of Intercreditor Agreements, dated February 12,
    2010, among JPMorgan Chase Bank, N.A., as administrative agent
    for the lenders under the Second Lien Credit Agreement, and
    Wilmington Trust FSB, as successor administrative agent
    (incorporated by reference to Exhibit 10.1 to the
    Registrants Current
    Form 8-K
    filed with the SEC on February 16, 2010).10
.12

Forbearance Agreement, dated December 23, 2009, among
    RHI Entertainment, LLC, its subsidiaries party to the
    Credit Agreement, RHI Entertainment Holdings II, LLC,
    the Lenders party to the Credit Agreement and JPMorgan Chase
    Bank, N.A., as Administrative Agent and as Issuing Bank.
    (incorporated by reference to Exhibit 10.1 to the
    Registrants Current
    Form 8-K
    filed with the SEC on December 24, 2010).10
.12(a)

Amendment No. 1 to the Forbearance Agreement, dated
    January 22, 2010, among RHI Entertainment, LLC, its
    subsidiaries party to the Credit Agreement,
    RHI Entertainment Holdings II, LLC, the Lenders party
    to the Credit Agreement and JPMorgan Chase Bank, N.A., as
    Administrative Agent and as Issuing Bank (incorporated by
    reference to Exhibit 10.1 to the Registrants Current
    Form 8-K
    filed with the SEC on January 28, 2010). IV-2




---



##### Table of Contents



ExhibitNumber

Description10
.12(b)

Amendment No. 2 to the Forbearance Agreement, dated as of
    February 26, 2010 (executed March 5, 2010), among
    RHI Entertainment, LLC, its subsidiaries party to the
    Credit Agreement, RHI Entertainment Holdings II, LLC,
    the Lenders party to the Credit Agreement and JPMorgan Chase
    Bank, N.A., as Administrative Agent and as Issuing Bank.
    (incorporated by reference to Exhibit 10.1 to the
    Registrants Current
    Form 8-K
    filed with the SEC on March 11, 2010).10
.13

Forbearance Agreement, dated February 12, 2010, among
    RHI Entertainment, LLC, its subsidiaries party to the
    Second Lien Credit Agreement, RHI Entertainment
    Holdings II, LLC, the Lenders party thereto and Wilmington
    Trust FSB, as Administrative Agent (incorporated by reference to
    Exhibit 10.1 to the Registrants Current
    Form 8-K
    filed with the SEC on February 16, 2010).10
.13(a)

Amendment No. 1 to the Forbearance Agreement, dated as of
    February 26, 2010 (executed March 5, 2010), among
    RHI Entertainment, LLC, its subsidiaries party to the
    Second Lien Credit Agreement, RHI Entertainment
    Holdings II, LLC, the Lenders party thereto and Wilmington
    Trust FSB, as Administrative Agent (incorporated by reference to
    Exhibit 10.2 to the Registrants Current
    Form 8-K
    filed with the SEC on March 11, 2010).10
.14

Amended and Restated Employment Agreement between Robert A.
    Halmi, Jr. and RHI Entertainment, LLC (incorporated by
    reference to Exhibit 10.6 to Amendment No. 2 to the
    Registrants Registration Statement on
    Form S-1
    filed with the SEC on November 19, 2007).10
.14(a)

Amendment to the Amended and Restated Employment Agreement of
    Robert A. Halmi, Jr. (incorporated by reference to
    Exhibit 10.1 to the Registrants Current
    Form 8-K
    filed with the SEC on December 12, 2008).10
.15

Amended and Restated Employment Agreement between Peter N. von
    Gal and RHI Entertainment, LLC (incorporated by reference
    to Exhibit 10.7 to Amendment No. 2 to the
    Registrants Registration Statement on
    Form S-1
    filed with the SEC on November 19, 2007).10
.15(a)

Amendment to the Amended and Restated Employment Agreement
    between Peter N. von Gal and RHI Entertainment, LLC
    (incorporated by reference to Exhibit 10.2 to the
    Registrants Current
    Form 8-K
    filed with the SEC on December 12, 2008).10
.16

Employment Agreement, dated November 2, 2009, between
    William J. Aliber and RHI Entertainment, LLC (incorporated
    by reference to Exhibit 10.1 to the Registrants
    Current
    Form 8-K
    filed with the SEC on November 6, 2009).10
.17

Employment Agreement between Joel E. Denton and
    RHI Entertainment, LLC (incorporated by reference to
    Exhibit 10.9 to the Registrants Registration
    Statement on
    Form S-1
    filed with the SEC on September 14, 2007).10
.18

Employment Agreement between Henry S. Hoberman and
    RHI Entertainment, LLC (incorporated by reference to
    Exhibit 10.10 to Amendment No. 3 to the
    Registrants Registration Statement on
    Form S-1
    filed with the SEC on May 2, 2008).10
.19

Agreement and General Release between Anthony Guido and
    RHI Entertainment, LLC (incorporated by reference to
    Exhibit 10.11 to Amendment No. 3 to the
    Registrants Registration Statement on
    Form S-1
    filed with the SEC on May 2, 2008).10
.20

Letter Agreement between Jeffrey Sagansky and
    RHI Entertainment, LLC (incorporated by reference to
    Exhibit 10.1 to the Registrants Current
    Form 8-K
    filed with the SEC on February 9, 2009).10
.21

Settlement Agreement & Release between
    RHI Entertainment Distribution, LLC and ION Media Networks,
    Inc., dated July 15, 2009 (incorporated by reference to
    Exhibit 10.1 to the Registrants Current
    Form 8-K
    filed with the SEC on August 12, 2009.14
.1

Code of Business Conduct and Ethics (incorporated by reference
    to Exhibit 14.1 to the Registrants Registration
    Statement on
    Form S-1
    filed with the SEC on September 14, 2007).21
.1*

List of Subsidiaries.23
.1*

Consent of KPMG LLP. IV-3




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##### Table of Contents



ExhibitNumber

Description31
.1*

Certification of the Chief Executive Officer, pursuant to Rule
    13a-14(a)/15d-14(a),
    as adopted pursuant to Section 302 of the
    Sarbanes-Oxley
    Act of 2002.31
.2*

Certification of the Chief Financial Officer, pursuant to Rule
    13a-14(a)/15d-14(a),
    as adopted pursuant to Section 302 of the
    Sarbanes-Oxley
    Act of 2002.32
.1*

Certification of the Chief Executive Officer, pursuant to
    18 U.S.C. Section 1350, as adopted pursuant to
    Section 906 of the
    Sarbanes-Oxley
    Act of 2002.32
.2*

Certification of the Chief Financial Officer, pursuant to
    18 U.S.C. Section 1350, as adopted pursuant to
    Section 906 of the
    Sarbanes-Oxley
    Act of 2002.     *
    
    Each document marked with an asterisk is filed herewith. IV-4