Amendment   Borrower    Administrative Agent   Credit Agreement
 INTRODUCTORY STATEMENT
  Incremental Lender August 2008 Incremental Loans
    Defined Terms
 Amendments to the Credit Agreement Upon Amendment Effective Date
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August 2008 Incremental Lender
 August 2008 Incremental Loans
 Amendment No. 1
 Named Kelso Entity Named Kelso Entities
  Commitment
 Eligible Assignee
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provided
  provided
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provided 
  Terms Applicable to August 2008 Incremental Loan
 Conditions to Amendment Effectiveness
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Amendment Effective Date
    Conditions to Extension of August 2008 Incremental Loan Extension Date
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Exhibit A
  Representations and Warranties
 Effect of Amendment
 Approval of Incremental Lender
 Reaffirmation
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Further Assurances
 Fundamental Documents
 Full Force and Effect
 References
 APPLICABLE LAW
 Counterparts
 Expenses
 Headings
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BORROWER:
RHI ENTERTAINMENT, LLCBy

/s/
Henry S. HobermanName:
    Henry S. HobermanTitle:
    Executive Vice President, General Counsel and
Secretary PARENT:
RHI ENTERTAINMENT HOLDINGS II, LLCBy
    /s/
Henry S. HobermanName:
    Henry S. HobermanTitle:
    Executive Vice President, General Counsel and
Secretary GUARANTORS:
RHI ENTERTAINMENT DISTRIBUTION, LLCBy
    /s/
Henry S. HobermanName:
    Henry S. HobermanTitle:
    Executive Vice President, General Counsel and
Secretary RHI ENTERTAINMENT PRODUCTIONS, LLCBy
    /s/
Henry S. HobermanName:
    Henry S. HobermanTitle:
    Executive Vice President, General Counsel and
Secretary Signature Page to Amendment No. 1 to the Second Lien Credit Agreement
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RHI INTERNATIONAL DISTRIBUTION, INC.By

/s/
Peter von GalName:
    Peter von GalTitle:
    President LIBRARY STORAGE, INC.By

/s/
Teresa MarandoName:
    Teresa MarandoTitle:
    Assistant Secretary Signature Page to Amendment No. 1 to the Second Lien Credit Agreement
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JPMORGAN CHASE BANK, N.A.,
as Administrative AgentBy

/s/
Kim W. ChengName:
    Kim W. ChengTitle:
    Vice President Signature Page to Amendment No. 1 to the Second Lien Credit Agreement
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JPMORGAN CHASE BANK, N.A.,
as the Incremental Lender and as a LenderBy
    /s/
IllegibleName:Title: Signature Page to Amendment No. 1 to the Second Lien Credit Agreement
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JPM MEZZANINE CAPITAL, LLC
as a LenderBy

/s/
Aized A. RabbontName:
    Aized A. RabbontTitle:
    Vice President Signature Page to Amendment No. 1 to the Second Lien Credit Agreement
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CALIFORNIA BANK & TRUST,
as a LenderBy

/s/
Robert F. EdmondsName:
    Robert F. EdmondsTitle:
    Senior Vice President Signature Page to Amendment No. 1 to the Second Lien Credit Agreement
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Schedule of Commitments
 Second LienLenders
    
    Loan CommitmentJPM Mezzanine Capital, LLC
    
    $
    50,000,000California Bank & Trust
    
    $
    5,000,000JPMorgan Chase Bank, N.A.
    
    $
    20,000,000TOTAL:
    
    $
    75,000,000
 Section 13.3 Section 13.10
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[Please see attached]
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