##### Table of Contents



UNITED STATES SECURITIES AND
    EXCHANGE COMMISSIONWashington, D.C.
    20549
  Form 10-Q
  (Mark One)þ

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)  OF THE
    SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended
    June 30, 2008ORo

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to   001-34102
    (Commission File Number)
  RHI ENTERTAINMENT, INC. (Exact name of
    registrant as specified in its charter)
   Delaware(State or Other
    Jurisdiction
    of Incorporation or Organization)

36-4614616(I.R.S. Employer
    Identification No.)   1325 Avenue of Americas,
    21st
    Floor
    New York, NY 10019 (Address of principal
    executive offices)
  Registrants telephone number:
    (212) 977-9001
   o þ
  12b-2
  Large accelerated
    filer o

Accelerated
    filer o

Non-accelerated
    filer þ

Smaller reporting
    company o(Do not check if a smaller reporting company)   Rule 12b-2 o þ




---



##### 



RHI
    ENTERTAINMENT, INC.
    INDEX
   
 PagePART 1. FINANCIAL INFORMATIONItem 1.


Financial Statements


1Item 2.


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


12Item 3.


Qualitative and Quantitative Disclosures about
    Risk


24Item 4.


Controls and Procedures


24PART 2. OTHER INFORMATIONItem 1.


Legal Proceedings


24Item 2.


Unregistered Sales of Equity Securities and Use
    of Proceeds


25Item 3.


Defaults upon Senior Securities


25Item 4.


Submissions of Matters to a Vote on Security
    Holders


25Item 5.


Other Information


25Item 6.


Exhibits


26Signatures


27EX-3.1: AMENDED AND RESTATED CERTIFICATE OF INCORPORATIONEX-3.2: AMENDED AND RESTATED BYLAWSEX-10.1: AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENTEX-10.2: TAX RECEIVABLE AGREEMENTEX-10.3: REGISTRATION RIGHTS AGREEMENTEX-10.4: DIRECTOR DESIGNATION AGREEMENTEX-10.5: MEMBERSHIP SUBSCRIPTION AGREEMENTEX-10.6: SENIOR EXECUTIVE BONUS PLANEX-10.7: 2008 EQUITY INCENTIVE AWARD PLANEX-10.9: CREDIT, SECURITY, GUARANTY AND PLEDGE AGREEMENTEX-10.9.A: AMENDMENT NO. 1 TO THE CREDIT, SECURITY, GUARANTY AND PLEDGE AGREEMENTEX-10.10: REPLACEMENT AMENDED AND RESTATED INTERCREDITOR AGREEMENTEX-31.1: CERTIFICATIONEX-31.2: CERTIFICATIONEX-32.1: CERTIFICATIONEX-32.2: CERTIFICATION




---



##### Table of Contents



Part 1.
    Financial Information  RHI
    ENTERTAINMENT, INC.
  Unaudited
    Condensed Consolidated Balance Sheets
  (Successor)


(Predecessor)June 30,


December 31,2008


2007(In thousands, except per share data)ASSETSCash

$
5,267


$
1,407Accounts receivable, net of allowance for doubtful accounts and
    discount to present value of $10,455 and $6,311, respectively


112,226



113,759Film production costs, net


767,398



754,337Property and equipment, net


383



399Prepaid and other assets, net


32,328



20,055Intangible assets, net


2,893



3,600Goodwill


59,838



59,838Total assets

$
980,333


$
953,395LIABILITIES AND STOCKHOLDERS/MEMBERS EQUITYAccounts payable and accrued liabilities

$
43,136


$
40,172Accrued film production costs


127,827



132,656Debt


548,189



655,951Deferred revenue


21,377



24,203Non-controlling interest in consolidated entity


101,437



Total liabilities


841,966



852,982Members equity






112,270Stockholders equityCommon stock, par value $0.01 per share;125,000 shares
    authorized and 13,500 shares issued and outstanding


135



Additional paid-in capital


148,988



Retained deficit


(3,740
)


Accumulated other comprehensive loss


(7,016
)


(11,857
)Total stockholders / members equity


138,367



100,413Total liabilities and stockholders / members equity

$
980,333


$
953,395    1




---



##### Table of Contents



RHI
    ENTERTAINMENT, INC.
  Unaudited
    Condensed Consolidated Statements of Operations
  (Successor)


(Predecessor)Period from


Period from


Three Months


Period from


Six MonthsJune 23, 2008 to


April 1, 2008 to


Ended


January 1, 2008 to


EndedJune 30, 2008


June 22, 2008


June 30, 2007


June 22, 2008


June 30, 2007(In thousands, except per share data)RevenueProduction revenue

$
932


$
1,661


$
8,682


$
6,602


$
8,682Library revenue


1,489



49,363



14,553



66,643



21,295Total revenue


2,421



51,024



23,235



73,245



29,977Cost of sales


1,303



31,818



13,924



49,396



18,881Gross profit


1,118



19,206



9,311



23,849



11,096Other costs and expenses:Selling, general and administrative


732



12,913



13,088



25,802



20,621Amortization of intangible assets


36



314



332



671



664Fees paid to related parties:Management fees






137



150



287



300Termination fee


6,000















(Loss) income from operations


(5,650
)


5,842



(4,259
)


(2,911
)


(10,489
)Other (expense) income:Interest expense, net


(819
)


(9,805
)


(12,540
)


(21,559
)


(25,739
)Interest income


3



15



51



34



103Loss on extinguishment of debt










(17,297
)






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


67



(181
)


296



706



383Loss before income taxes and non-controlling interest in loss of
    consolidated entity


(6,399
)


(4,129
)


(33,749
)


(23,730
)


(53,039
)Income tax (provision) benefit


(83
)


2,111



790



1,518



2,800Loss before non-controlling interest in loss of consolidated
    entity


(6,482
)


(2,018
)


(32,959
)


(22,212
)


(50,239
)Non-controlling interest in loss of consolidated entity


2,742















Net loss

$
(3,740
)

$
(2,018
)

$
(32,959
)

$
(22,212
)

$
(50,239
)Loss per Share:Basic

$
(0.28
)


N/A



N/A



N/A



N/ADiluted

$
(0.28
)


N/A



N/A



N/A



N/AWeighted Average Shares Outstanding:Basic


13,500



N/A



N/A



N/A



N/ADiluted


13,500



N/A



N/A



N/A



N/A    2




---



##### Table of Contents



RHI
    ENTERTAINMENT, INC.
  Unaudited
    Condensed Consolidated Statements of Cash Flows
  (Successor)


(Predecessor)Period from


Period from


Six MonthsJune 23, 2008 to


January 1, 2008 to


EndedJune 30, 2008


June 22, 2008


June 30, 2007(In thousands)Cash flows from operating activitiesNet loss

$
(3,740
)

$
(22,212
)

$
(50,239
)Adjustments to reconcile net loss to net cash (used in) provided
    by operating activities:Depreciation and amortization of fixed assets


4



93



103Loss on disposal of fixed assets










2Amortization of film production costs


1,034



43,579



15,996Loss on extinguishment of debt










17,297Share-based compensation


42



926



970Amortization of deferred debt financing cost


43



549



1,322Amortization of debt discount






355



155Amortization of intangible assets


36



671



664Deferred income taxes


99



(1,558
)


483(Decrease) increase of accounts receivable reserves


(224
)


4,370



(370
)Non-controlling interest in loss of consolidated entity


(2,742
)






Change in operating assets and liabilities:Decrease (increase) in accounts receivable


2,081



(4,694
)


27,970Decrease (increase) in prepaid and other assets


2,177



(2,457
)


(5,372
)Additions to film production costs


(2,764
)


(54,909
)


(67,071
)(Decrease) increase in accounts payable and accrued liabilities


(3,666
)


6,327



(11,243
)(Decrease) increase in accrued film production costs


(3,832
)


(997
)


(7,448
)(Decrease) increase in deferred revenue


(452
)


(2,374
)


16,180Net cash used in operating activities


(11,904
)


(32,331
)


(60,601
)    3




---



##### Table of Contents



RHI
    ENTERTAINMENT, INC.
  Unaudited
    Condensed Consolidated Statements of Cash Flows
    (continued)
  (Successor)


(Predecessor)Period from


Period from


Six MonthsJune 23, 2008 to


January 1, 2008 to


EndedJune 30, 2008


June 22, 2008


June 30, 2007(In thousands)Cash flows from investing activitiesPurchase of property and equipment






(81
)


(118
)Net cash used in investing activities






(81
)


(118
)Cash flows from financing activitiesSale of common stock


189,000







Payment of offering costs and fees


(15,016
)






Borrowing from credit facilities


112,179



80,093



664,868Repayments of credit facilities


(260,000
)


(44,708
)


(595,500
)Deferred debt financing costs


(4,207
)






(3,316
)Second lien pre-payment penalty


(2,600
)






Member capital contributions






29,135



20Distribution to KRH


(35,700
)






Net cash (used in) provided by financing activities


(16,344
)


64,520



66,072Net increase (decrease) in cash


(28,248
)


32,108



5,353Cash, beginning of period


33,515



1,407



3,751Cash, end of period

$
5,267


$
33,515


$
9,104Supplemental disclosure of cash flow information:Cash paid for interest

$
2,795


$
23,845


$
22,152Cash paid for income taxes


42



1,968



2,840    4




---



##### Table of Contents



RHI
    ENTERTAINMENT, INC.
  Notes to
    Unaudited Condensed Consolidated Financial Statements
  (1)
    Business
    and Organization        (2)
    Basis of
    Presentation     5




---



##### Table of Contents



RHI
    ENTERTAINMENT, INC.
  Notes to
    Unaudited Condensed Consolidated Financial
    Statements  (Continued)
    (3)
    Summary
    of Significant Accounting Policies    (a)
    Use of
    Estimates    (b)
    Comprehensive
    (Loss) Income    (c)
    Segment
    Information    (d)
    New
    Accounting Pronouncements Adopted   6




---



##### Table of Contents



RHI
    ENTERTAINMENT, INC.
  Notes to
    Unaudited Condensed Consolidated Financial
    Statements  (Continued)
    (4)  Loss
    Per Share, Basic and Diluted
    (5)
    Non-Controlling
    Interest  94-2,
 7




---



##### Table of Contents



RHI
    ENTERTAINMENT, INC.
  Notes to
    Unaudited Condensed 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


18Non-controlling interest in unrealized loss on interest rate
    swaps


(649
)Non-controlling interest allocation for the June
    23-30, 2008
    period


(631
)Non-controlling interest in loss of consolidated entity for the
    June 23-30,
    2008 period


(2,742
)Non-controlling interest in consolidated entity as of
    June 30, 2008

$
101,437   (6)
    Film
    Production Costs, Net    (Successor)


(Predecessor)June 30,


December 31,2008


2007Completed films

$
870,120


$
830,220Crown Film Library


145,084



144,084Films in process and development


28,609



12,2111,043,813



986,515Accumulated amortization


(276,415
)


(232,178
)$
767,398


$
754,337    8




---



##### Table of Contents



RHI
    ENTERTAINMENT, INC.
  Notes to
    Unaudited Condensed Consolidated Financial
    Statements  (Continued)
    (7)
    Debt    (Successor)


(Predecessor)June 30,


December 31,2008


2007First Lien Term Loan

$
175,000


$
175,000Revolver


318,189



225,625New Second Lien Term Loan


55,000



Second Lien Term Loan (net of $4,674 of unamortized discount)






255,326$
548,189


$
655,951          9




---



##### Table of Contents



RHI
    ENTERTAINMENT, INC.
  Notes to
    Unaudited Condensed Consolidated Financial
    Statements  (Continued)
              Interest
    Rate Swaps
     10




---



##### Table of Contents



RHI
    ENTERTAINMENT, INC.
  Notes to
    Unaudited Condensed Consolidated Financial
    Statements  (Continued)
  (8)
    Related
    Party Transactions      (9)
    Commitments
    and Contingencies      (10)
    Subsequent
    Event   11




---



##### Table of Contents



Item 2.
    Managements
    Discussion and analysis of Financial Condition and Results of
    Operations  Form 10-Q.
  Form 10-Q.
  In this discussion, unless the context otherwise requires,
    the terms RHI Inc., the Company,
    we, us and our refer to RHI
    Entertainment, Inc. and its subsidiaries including RHI
    Entertainment Holdings II, LLC and RHI Entertainment, LLC.
  Overview
         12




---



##### Table of Contents



Discussion
    of consolidated financial information
  Revenue
      Cost
    of sales
  and/or
    Selling,
    general and administrative expense
    Interest
    expense, net
    Income
    taxes
       13




---



##### Table of Contents



14




---



##### Table of Contents



Results
    of operations
  Three
    months ended June 30, 2008 compared to the three months
    ended June 30, 2007
    (a)


(b)



(a) + (b)Successor


Predecessor



Combined(1)


PredecessorPeriod


Periodfrom


fromJune 23,


April 1,



Three Months


Three Months2008 to


2008 to



Ended


EndedJune 30,


June 22,



June 30,


June 30,


Increase/2008


2008



2008


2007


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

$
932


$
1,661



$
2,593


$
8,682


$
(6,089
)Library revenue


1,489



49,363




50,852



14,553



36,299Total revenue


2,421



51,024




53,445



23,235



30,210Cost of sales


1,303



31,818




33,121



13,924



19,197Gross profit


1,118



19,206




20,324



9,311



11,013Other costs and expenses:Selling, general and administrative


732



12,913




13,645



13,088



557Amortization of intangible assets


36



314




350



332



18Fees paid to related parties:Management fees






137




137



150



(13
)Termination fee


6,000








6,000







6,000Income (loss) from operations


(5,650
)


5,842




192



(4,259
)


4,451Other (expense) income:Interest expense, net


(819
)


(9,805
)



(10,624
)


(12,540
)


1,916Interest income


3



15




18



51



(33
)Loss on extinguishment of debt















(17,297
)


17,297Other (expense) income, net


67



(181
)



(114
)


296



(410
)Loss before income taxes and non-controlling interest in loss of
    consolidated entity


(6,399
)


(4,129
)



(10,528
)


(33,749
)


23,221Income tax benefit (provision)


(83
)


2,111




2,028



790



1,238Loss before non-controlling interest in loss of consolidated
    entity


(6,482
)


(2,018
)



(8,500
)


(32,959
)


24,459Non-controlling interest in loss of consolidated entity


2,742








2,742







2,742Net loss

$
(3,740
)

$
(2,018
)


$
(5,758
)

$
(32,959
)

$
27,201Basic and diluted loss per share

$
(0.28
)


N/A




N/A



N/A



N/A     (1)
    
    Represents the combined results for the Predecessor and
    Successor period presented. The combined results are non-GAAP
    financial measures and should not be used in isolation or
    substitution of Predecessor and Successor results. We believe
    the combined results help to provide a presentation of our
    results for comparability purposes. 15




---



##### Table of Contents



Revenue,
    cost of sales and gross profit
  Three Months Ended June 30,2008


2007As a





As aPercentage





Percentage


$ Increase/


% Increase/Amount


of Revenue


Amount


of Revenue


(Decrease)


(Decrease)(Dollars in thousands)Production revenue

$
2,593



5
%

$
8,682



37
%

$
(6,089
)


(70
)%Library revenue


50,852



95
%


14,553



63
%


36,299



249
%Total revenue


53,445



100
%


23,235



100
%


30,210



130
%Cost of sales


33,121



62
%


13,924



60
%


19,197



138
%Gross profit

$
20,324



38
%

$
9,311



40
%

$
11,013



118
%     video-on-demand video-on-demand
     16




---



##### Table of Contents



Other
    costs and expenses
  Three Months Ended June 30,


$ Increase/


%Increase/2008


2007


(Decrease)


(Decrease)(Dollars in thousands)Selling, general and administrative

$
13,645


$
13,088


$
557



4
%Amortization of intangible assets


350



332



18



5
%Fees to related parties


6,137



150



5,987



3,991
%     Interest
    expense, net
    Other
    income (expense), net
    Income
    tax benefit
    Net
    loss
   17




---



##### Table of Contents



Six
    months ended June 30, 2008 compared to the six months ended
    June 30, 2007
    (a)


(b)



(a) + (b)Successor


Predecessor



Combined(1)


PredecessorPeriod


Periodfrom


fromJune 23,


January 1,



Six Months


Six Months2008 to


2008 to



Ended


EndedJune 30,


June 22,



June 30,


June 30,


Increase/2008


2008



2008


2007


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

$
932


$
6,602



$
7,534


$
8,682


$
(1,148
)Library revenue


1,489



66,643




68,132



21,295



46,837Total revenue


2,421



73,245




75,666



29,977



45,689Cost of sales


1,303



49,396




50,699



18,881



31,818Gross profit


1,118



23,849




24,967



11,096



13,871Other costs and expenses:Selling, general and administrative


732



25,802




26,534



20,621



5,913Amortization of intangible assets


36



671




707



664



43Fees paid to related parties:Management fees






287




287



300



(13
)Termination fee


6,000








6,000







6,000Loss from operations


(5,650
)


(2,911
)



(8,561
)


(10,489
)


1,928Other (expense) income:Interest expense, net


(819
)


(21,559
)



(22,378
)


(25,739
)


3,361Interest income


3



34




37



103



(66
)Loss on extinguishment of debt















(17,297
)


17,297Other income, net


67



706




773



383



390Loss before income taxes and non-controlling interest in loss of
    consolidated entity


(6,399
)


(23,730
)



(30,129
)


(53,039
)


22,910Income tax (provision) benefit


(83
)


1,518




1,435



2,800



(1,365
)Loss before non-controlling interest in loss of consolidated
    entity


(6,482
)


(22,212
)



(28,694
)


(50,239
)


21,545Non-controlling interest in loss of consolidated entity


2,742








2,742







2,742Net loss

$
(3,740
)

$
(22,212
)


$
(25,952
)

$
(50,239
)


24,287Basic and diluted loss per share

$
(0.28
)


N/A




N/A



N/A



N/A     (1)
    
    Represents the combined results for the Predecessor and
    Successor period presented. The combined results are non-GAAP
    financial measures and should not be used in isolation or
    substitution of Predecessor and Successor results. We believe
    the combined results help to provide a presentation of our
    results for comparability purposes. 18




---



##### Table of Contents



Revenue,
    cost of sales and gross profit
  Six Months Ended June 30,2008


2007As a





As aPercentage





Percentage


$ Increase/


% Increase/Amount


of Revenue


Amount


of Revenue


(Decrease)


(Decrease)(Dollars in thousands)Production revenue

$
7,534



10
%

$
8,682



29
%

$
(1,148
)


(13
)%Library revenue


68,132



90
%


21,295



71
%


46,837



220
%Total revenue


75,666



100
%


29,977



100
%


45,689



152
%Cost of sales


50,699



67
%


18,881



63
%


31,818



169
%Gross profit


24,967



33
%

$
11,096



37
%


13,871



125
%     video-on-demand video-on-demand
     19




---



##### Table of Contents



Other
    costs and expenses
  Six Months Ended June 30,


$ Increase/


% Increase/2008


2007


(Decrease)


(Decrease)(Dollars in thousands)Selling, general and administrative

$
26,534


$
20,621


$
5,913



29
%Amortization of intangible assets


707



664



43



7
%Fees to related parties


6,287



300



5,987



1,996
%       Interest
    expense, net
    Other
    income (expense), net
    Income
    tax benefit
   20




---



##### Table of Contents



Net
    loss
    Liquidity
    and capital resources
         21




---



##### Table of Contents



(a)

(b)

(a) + (b)Successor

Predecessor

Combined(1)

PredecessorPeriod from

Period from

Six Months

Six MonthsJune 23, 2008

January 1,

Ended

Endedto June 30,

2008 to June 22,

June 30,

June 30,2008

2008

2008

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

$
(11,904
)

$
(32,331
)

$
(44,235
)

$
(60,601
)Net cash used in investing activities






(81
)


(81
)


(118
)Net cash (used in) provided by financing activities


(16,344
)


64,520



48,176



66,072Cash (end of period)


5,267



33,515



5,267



9,104   Operating
    activities
      Investing
    activities
    Financing
    activities
     22




---



##### Table of Contents



Contractual
    obligations
    Payments Due by PeriodLess Than








More ThanTotal


1 Year


1-3 Years


3-5 Years


5 Years(Dollars in thousands)Off balance sheet arrangements:Operating lease commitments(1)

$
24,315


$
3,096


$
7,812


$
7,485


$
5,922Obligations pursuant to ION Agreement(2)


18,800



18,800











Purchase obligations(3)


23,837



8,779



15,058







66,952



30,675



22,870



7,485



5,922Contractual obligations reflected on the balance sheet:Debt obligations(4)


548,189







17,500



475,689



55,000Accrued film production costs(5)


35,208



23,476



11,732







Other contractual obligations(6)


6,373



6,373











589,770



29,849



29,232



475,689



55,000Total contractual obligations

$
656,722


$
60,524


$
52,102


$
483,174


$
60,922     (1)
    
    Operating lease commitments represent future minimum payment
    obligations on various long-term noncancellable leases for
    office and storage space.(2)
    
    Obligations pursuant to the ION Agreement represent minimum
    guarantee payments associated with our arrangement to provide
    programming to ION for its primetime weekend schedule.(3)
    
    Purchase obligation amounts represent a contractual commitment
    to exclusively license the rights in and to a film that is not
    complete.(4)
    
    Debt obligations exclude interest payments and include future
    principal payments due on our bank debt (see Note 7).(5)
    
    Accrued film production costs represent contractual amounts
    payable for the completed films as well as costs incurred for
    the buy out of certain participations.(6)
    
    Other contractual obligations primarily represent commitments to
    settle various accrued liabilities.  Off-balance
    sheet arrangements
    Critical
    accounting policies and estimates
  www.sec.gov
  Recent
    accounting pronouncements
   23




---



##### Table of Contents



www.sec.gov
  Item 3.
    Quantitative
    and Qualitative Disclosures about Risk  Interest
    rate risk
    Foreign
    currency risk
      Credit
    risk
    Item 4.
    Controls
    and Procedures  Rule 13a-15 Rule 13a-15(e)
  Rule 13a-15(f)
 Part 2.
    Other Information  Item 1.
    Legal
    Proceedings   24




---



##### Table of Contents



Item 1a.
    Risk
    Factors  www.sec.gov
  Item 2.
    Unregistered
    Sales of Equity Securities and Use of Proceeds    Form S-1 No. 333-146098)
    Item 3.
    Defaults
    upon Senior Securities    Item 4.
    Submissions
    of Matters to a Vote on Security Holders          Item 5.
    Other
    Information   25




---



##### Table of Contents



Item 6.
    Exhibits  ExhibitNumber

Exhibit3
.1

Amended and Restated Certificate of Incorporation of RHI
    Entertainment, Inc.3
.2

Amended and Restated Bylaws of RHI Entertainment, Inc.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, 2008.10
.2

Tax Receivable Agreement by and among RHI Entertainment, Inc.,
    RHI Entertainment Holdings II, LLC and KRH Investments LLC,
    dated as of June 23, 2008.10
.3

Registration Rights Agreement by and between RHI Entertainment,
    Inc. and KRH Investments LLC, dated as of June 23, 2008.10
.4

Director Designation Agreement by and between RHI Entertainment,
    Inc. and KRH Investments LLC, dated as of June 23, 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, 2008.10
.6

RHI Entertainment Senior Executive Bonus Plan, dated as of
    June 23, 2008.10
.7

RHI Entertainment, Inc. 2008 Equity Incentive Award Plan, date
    as of June 23, 2008.10
.8

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 the
    registrants Registration Statement dated May 30,
    2008).10
.9

Credit, Security, Guaranty and Pledge 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, 2008.10
.9(a)

Amendment No. 1 dated August 7, 2008 to the Credit,
    Security, Guaranty and Pledge 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.10
.10

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, 2008.10
.11

Credit Agreement by and among JP Morgan Chase Bank, N.A., as
    administrative agent for the Lenders, JP Morgan Securities Inc.
    as Sole Bookrunner and Sole Lead Arranger and RHI Entertainment
    Holdings, LLC as borrower, dated as of May 8, 2008
    (incorporated by reference to Exhibit 10.16 to the
    registrants Registration Statement dated May 30,
    2008).31
.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.  26




---



##### Table of Contents



SIGNATURE    Date: August 7, 2008

By: /s/  Robert
    A. Halmi, Jr.Robert
    A. Halmi, Jr.
    Chairman, President & Chief Executive Officer
    (Principal Executive Officer)Date: August 7, 2008

By: /s/  William
    J. AliberWilliam
    J. Aliber
    Chief Financial Officer
    (Principal Accounting Officer)  27




---



##### Table of Contents



EXHIBIT INDEX
  ExhibitNumber

Exhibit3
.1

Amended and Restated Certificate of Incorporation of RHI
    Entertainment, Inc.3
.2

Amended and Restated Bylaws of RHI Entertainment, Inc.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, 2008.10
.2

Tax Receivable Agreement by and among RHI Entertainment, Inc.,
    RHI Entertainment Holdings II, LLC and KRH Investments LLC,
    dated as of June 23, 2008.10
.3

Registration Rights Agreement by and between RHI Entertainment,
    Inc. and KRH Investments LLC, dated as of June 23, 2008.10
.4

Director Designation Agreement by and between RHI Entertainment,
    Inc. and KRH Investments LLC, dated as of June 23, 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, 2008.10
.6

RHI Entertainment Senior Executive Bonus Plan, dated as of
    June 23, 2008.10
.7

RHI Entertainment, Inc. 2008 Equity Incentive Award Plan, date
    as of June 23, 2008.10
.8

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 the
    registrants Registration Statement dated May 30,
    2008).10
.9

Credit, Security, Guaranty and Pledge 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, 2008.10
.9(a)

Amendment No. 1 dated August 7, 2008 to the Credit,
    Security, Guaranty and Pledge 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.10
.10

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, 2008.10
.11

Credit Agreement by and among JP Morgan Chase Bank, N.A., as
    administrative agent for the Lenders, JP Morgan Securities Inc.
    as Sole Bookrunner and Sole Lead Arranger and RHI Entertainment
    Holdings, LLC as borrower, dated as of May 8, 2008
    (incorporated by reference to Exhibit 10.16 to the
    registrants Registration Statement dated May 30,
    2008).31
.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 2002.32
.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.