Exhibit 10.9
 
 
 CREDIT, SECURITY, GUARANTY AND PLEDGE AGREEMENT
   RHI ENTERTAINMENT, LLC
 THE GUARANTORS REFERRED TO HEREIN
 THE LENDERS REFERRED TO HEREIN
  JPMORGAN CHASE BANK, N.A.,




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##### 



CREDIT, SECURITY, GUARANTY AND PLEDGE AGREEMENT Credit
Agreement RHI ENTERTAINMENT, LLC GUARANTORS LENDERS JPMORGAN CHASE BANK, N.A.
 INTRODUCTORY STATEMENT
 Article 1
 Existing Second Lien Facility
 Facility 2008 Transactions
  (i)
    
    a security interest in the Collateral from each of the Credit
Parties pursuant to Article 8 hereof;(ii)
    
    a guaranty of the Obligations by each of the Guarantors
pursuant to Article 9 hereof; and




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##### 



(iii)
    
    a pledge by each of the Pledgors of the Pledged Securities
owned by it pursuant to Article 10 hereof.
     Definitions
 2008 Transactions
 Acceptable Obligors
 Account Control Agreement Exhibit K
 Adjusted Receivables Amount
 2




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##### 



Administrative Agent Section 12.11
 Affiliate
 Affiliated Group
 Alternate Base Rate 1 2 Prime Rate Federal Funds Effective Rate
 Alternate Base Rate Loan Article 2
 Applicable Law
 Applicable Margin
 3




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##### 



Approved Fund
 Arranger
 Assignment and Assumption Exhibit I
 Authorized Officer
 Bankruptcy Code et seq
 Board
 Borrower
 Borrowing
 Borrowing Base
 Borrowing Base Certificate Section
5.1(c)
 Borrowing Certificate Exhibit H
 Budgeted Negative Cost
 Business Day provided however
 4




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##### 



Business Plan
 Cap Amount plus less
 Capital Expenditures provided however Sections 2.10(f) 6.6(d) provided Section 6.4
 5




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##### 



Capital Lease
 Cash Collateral Account Section
11.1
 Cash Equivalents
 Change in Control Section 6.6
 6




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##### 



Change in Law Section 2.10(b)
 Clearing Account
 Closing Date Section 4.1
 Code et seq.
 Collateral
 (i)
    
    all scenarios, screenplays and/or scripts at every stage
thereof;(ii)
    
    all common law and/or statutory copyright and other rights in
all literary and other properties (hereinafter called said literary
properties) which form the basis of such Item of Product and/or which are
or will be incorporated into such Item of Product, all component parts of such
Item of Product consisting of said literary properties, all motion picture
rights in and to the story, all treatments of said story and said literary
properties, together with all preliminary and final screenplays used and to be
used in connection with such Item of Product, and all other literary material
upon which such Item of Product is based or from which it is adapted;
 7




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(iii)
    
    all rights for all media in and to all music and musical
compositions used and to be used in such Item of Product, if any, including,
each without limitation, all rights to record, re-record, produce, reproduce or
synchronize all of said music and musical compositions, including, without
limitation, reuse fees, royalties and all other amounts payable with respect to
said music and musical compositions;(iv)
    
    all tangible personal property relating to such Item of
Product, including, without limitation, all exposed film, developed film,
positives, negatives, prints, positive prints, answer prints, special effects,
preparing materials (including interpositives, duplicate negatives,
internegatives, color reversals, intermediates, lavenders, fine grain master
prints and matrices, and all other forms of pre-print elements), sound tracks,
cutouts, trims and any and all other physical properties of every kind and
nature relating to such Item of Product whether in completed form or in some
state of completion, and all masters, duplicates, drafts, versions, variations
and copies of each thereof, in all formats whether on film, videotape, disk or
otherwise and all music sheets and promotional materials relating to such Item
of Product (collectively, the Physical Materials);(v)
    
    all collateral, allied, subsidiary and merchandising rights
appurtenant or related to such Item of Product including, without limitation,
the following rights: all rights to produce remakes, sequels or prequels to
such Item of Product based upon such Item of Product, said literary properties
or the theme of such Item of Product and/or the text or any part of said
literary properties; all rights throughout the world to broadcast, transmit
and/or reproduce by means of television (including commercially sponsored,
sustaining and subscription or pay television) or by any process analogous
thereto, now known or hereafter devised, such Item of Product or any remake,
sequel or prequel to the Item of Product; all rights to produce primarily for
television or similar use, a motion picture or series of motion pictures, by
use of film or any other recording device or medium now known or hereafter
devised, based upon such Item of Product, said literary properties or any part
thereof, including, without limitation, based upon any script, scenario or the
like used in such Item of Product; all merchandising rights including, without
limitation, all rights to use, exploit and license others to use and exploit
any and all commercial tie-ups of any kind arising out of or connected with
said literary properties, such Item of Product, the title or titles of such
Item of Product, the characters of such Item of Product and/or said literary
properties and/or the names or characteristics of said characters and including
further, without limitation, any and all commercial exploitation in connection
with or related to such Item of Product, any remake, sequel or prequel thereof
and/or said literary properties;(vi)
    
    all statutory copyrights, domestic and foreign, obtained or to
be obtained on such Item of Product, together with any and all copyrights
obtained or
 8




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##### 



to be obtained in connection with such Item of Product or any underlying or
component elements of such Item of Product, including, in each case without
limitation, all copyrights on the property described in subparagraphs (i)
through (v) inclusive, of this definition, together with the right to
copyright (and all rights to renew or extend such copyrights) and the right
to sue in the name of any of the Credit Parties for past, present and future
infringements of copyright;
 (vii)
    
    all insurance policies and completion bonds connected with
such Item of Product and all proceeds which may be derived therefrom;(viii)
    
    all rights to distribute, sell, rent, license the exhibition of and otherwise
exploit and turn to account such Item of Product, the Physical Materials, the
motion picture rights in and to the story and/or other literary material upon
which such Item of Product is based or from which it is adapted, and the music
and musical compositions used or to be used in such Item of Product;(ix)
    
    any and all sums, proceeds, money, products, profits or
increases, including money profits or increases (as those terms are used in the
UCC or otherwise) or other property obtained or to be obtained from the
distribution, exhibition, sale or other uses or dispositions of such Item of
Product or any part of such Item of Product, including, without limitation, all
sums, proceeds, profits, products and increases, whether in money or otherwise,
from the sale, rental or licensing of such Item of Product and/or any of the
elements of such Item of Product including, without limitation, from
collateral, allied, subsidiary and merchandising rights, and further including,
without limitation, all monies held in any Cash Collateral Account, Production
Account or Collection Account, or any Cash Collateral Account, Production
Account or Collection Account maintained in accordance with the First Lien
Agreement;(x)
    
    the dramatic, nondramatic, stage, television, radio and
publishing rights, title and interest in and to such Item of Product, and the
right to obtain copyrights and renewals of copyrights therein;(xi)
    
    the name or title of such Item of Product and all rights of
such Credit Party to the use thereof, including, without limitation, rights
protected pursuant to trademark, service mark, unfair competition and/or any
other applicable statutes, common law, or other rule or principle of law;(xii)
    
    any and all contract rights and/or chattel paper which may
arise in connection with such Item of Product;(xiii)
    
    all accounts and/or other rights to payment which such Credit Party presently
owns or which may arise in favor of such Credit Party in the future, including,
without limitation, any refund or rebate in connection
 9




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##### 



with a completion bond or otherwise, all accounts and/or rights to payment
due from Persons in connection with the distribution of such Item of
Product, or from the exploitation of any and all of the collateral, allied,
subsidiary, merchandising and other rights in connection with such Item of
Product;
 (xiv)
    
    any and all general intangibles (as that term is defined in
the UCC) not elsewhere included in this definition, including, without
limitation, any and all general intangibles consisting of any right to payment
which may arise in connection with the distribution or exploitation of any of
the rights set out herein, and any and all general intangible rights in favor
of such Credit Party for services or other performances by any third parties,
including actors, writers, directors, individual producers and/or any and all
other performing or nonperforming artists in any way connected with such Item
of Product, any and all general intangible rights in favor of such Credit Party
relating to licenses of sound or other equipment, or licenses for any
photograph or photographic or other processes, and any and all general
intangibles related to the distribution or exploitation of such Item of Product
including general intangibles related to or which grow out of the exhibition of
such Item of Product and the exploitation of any and all other rights in such
Item of Product set out in this definition;(xv)
    
    any and all goods including, without limitation, inventory (as
that term is defined in the UCC) which may arise in connection with the
creation, production or delivery of such Item of Product and which goods
pursuant to any production or distribution agreement or otherwise are owned by
such Credit Party;(xvi)
    
    all and each of the rights, regardless of denomination, which
arise in connection with the acquisition, creation, production, completion of
production, delivery, distribution, or other exploitation of such Item of
Product, including, without limitation, any and all rights in favor of such
Credit Party, the ownership or control of which are or may become necessary or
desirable, in the opinion of the Administrative Agent, in order to complete
production of such Item of Product in the event that the Administrative Agent
exercises any rights it may have to take over and complete production of such
Item of Product;(xvii)
    
    any and all documents issued by any pledgeholder or bailee with respect to
such Item of Product or any Physical Materials (whether or not in completed
form) with respect thereto;(xviii)
    
    any and all Production Accounts or other bank accounts established by such
Credit Party with respect to such Item of Product;(xix)
    
    any and all rights of such Credit Party under any Distribution
Agreements relating to such Item of Product; and
 10




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##### 



(xx)
    
    any and all rights of such Credit Party under contracts
relating to the production or acquisition of such Item of Product or otherwise,
including, but not limited to, all such contracts which have been delivered to
the Administrative Agent pursuant to this Credit Agreement;
 provided however Schedule 1(b) Section 6.4 provided that
 Collection Account Section 8.3(a)
 Commitment Schedule 1
 Completed Completion
 11




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##### 



Consolidated Net Income provided however provided Section 6.5(b)(i)
 Consolidated Subsidiaries
 Continuing Director
 Contribution Agreement Exhibit G
 Controlled Foreign Subsidiary
 Copyright Security Agreement Exhibit C-1
 12




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##### 



Copyright Security Agreement Supplement Exhibit C-2
 Coverage Ratio Section 6.21
 Credit Parties
 Crown Media
 Current Valuation
 Default
 Direct Film Cost
 Disposition excluding Section 6.8 Section 6.4 Section 6.2 Section
6.5
 Distribution Agreements
 13




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##### 



Dollars $
 EBITDA plus provided Section 6.10(ix) minus
 provided
 Eligible Assignee OECD provided
 14




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##### 



Eligible Library Amount provided however Section 5.1
  15




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##### 



Environmental Laws FWPCA et seq CAA et seq FIFRA et seq SMCRA et seq CERCLA et seq SARA ECPCRKA et seq RCRA et seq OSHA
 Equity Interests
 ERISA
 16




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##### 



ERISA Affiliate
 Event of Default Article 7
 Excluded Proceeds provided Section 2.10(f) 6.6(d) Section 2.10(f) 6.6(d)
 Excluded Taxes Section 2.14(a) Section
2.14(e)
 Existing Second Lien Facility
 Facility
 FASB
 Fee Letters
 17




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##### 



First Lien Agent
 First Lien Agreement
 First Lien Amendment No. 2
 First Lien Facilities
 First Lien Lenders
 First Lien Notes
 First Priority Obligations
 First Priority Obligations Payment Date
 Foreign Lender
 Foreign Production Subsidiary
 18




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##### 



Foreign Subsidiary
 Fundamental Documents
 GAAP Section 6.21
 Governmental Authority
 Greenshoe Proceeds
 Guarantors Schedule 3
 Guaranty primary obligation primary
obligor provided however
 19




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##### 



Schedule 3.171
 Hallmark Guaranty Exhibit L
 Hazardous Materials
 Indebtedness provided
 Indemnified Taxes
 Initial Date
 
 1
    
    RHI to prepare updated disclosure schedules. 20




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##### 



Initial Projections
 Instrument of Assumption and Joinder Exhibit J
 Intercreditor Agreement Exhibit D
 Incremental Amendment Section 2.16
 Incremental Loans Section 2.16
 Interest Deficit Section
2.15(a)
 Interest Payment Date
 Interest Period provided however
 Investment
 21




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##### 



IPO Net Proceeds
 Item of Product provided
 Kelso Group Kelso Management Rothschild Magnetite Oak Tree Co-Investors
 KRH
 Laboratory
 Lender Lenders
 22




---



##### 



Section 13.3
 Lending Office
 Leverage Ratio
 LIBOR
 LIBOR Loan Article 2
 Lien provided, however
 Liquidity Ratio Exhibit M
 23




---



##### 



Loans
 Management Agreement .
 Margin Stock
 Material Adverse Effect
 Material Agreement provided
 Maturity Date  Article 7
 Moodys
 Multiemployer Plan
 Negative Pick-up Obligation
 24




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##### 



Net Proceeds provided that
 Note Notes Section
2.4
 Obligations provided
 Original Closing Date
 Other Taxes
 Parent
 Parent Credit Agreement
 25




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##### 



Parent LLC Agreement provided
 Parent Note Obligations
 PBGC
 Percentage
 Permitted Business Acquisition Section 5.21
 Permitted Encumbrances Section 6.2
 Permitted First Lien Refinancing
 Permitted Group
 Permitted Refinancing
 Permitted Slate Financing
 26




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##### 



Schedule 2A
 Person
 Physical Materials
 Plan
 Pledged Collateral
 Pledged Securities Schedules 3.7(a) 3.7(b)
 Pledgeholder Agreement Exhibit E
 Pledgors
 Proceeds of Common Collateral
 Production Account(s)
 27




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##### 



Production Exposure
 Productive Assets
 Pro Forma Basis Reference Period
  28




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##### 



Pro Rata Share
 Public Co.
 Qualified IPO
 Quiet Enjoyment Section 8.13
 Refinancing Indebtedness Refinance provided
 29




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##### 



Refinancing IPO Proceeds
 Registration Statement
 Regulation D
 Reorganization
 Reportable Event
 Required Lenders
 Restricted Payment
 S&P
 Schedule of Commitments Schedule 1 Section 13.3 Section 13.10
 SEC
 30




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Slate Financing provided
 Slate Financing Intercreditor Agreement
 (i)
    
    acknowledge that a Credit Party will be the exclusive
distributor or sales agent of the Slate Financing Item of Product for specified
territories and media and for a specified period of time, but in no event less
than ten years;(ii)
    
    provide for the Administrative Agent to have a first priority
security interest (subject to the Permitted Slate Financing Counterpartys
negotiated recoupment position), including control by the Administrative Agent
in the event of a liquidation of any common collateral, and (other than with
respect to any territory or media over which, in the context of a tax benefit
transaction, the tax counter-party has a priority claim in a specified foreign
territory in which the tax benefit counterparty or an Affiliate thereof is
located) provide the Administrative Agent with (x) control of remedies against
the Credit Partys licensees of the Slate
 31




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##### 



Financing Item of Product, and (y) the right to deduct from the cash
proceeds realized from the exercise of such remedies, its costs in pursuing
remedies against the Credit Partys licensee of such Slate Financing Item of
Product;
 (iii)
    
    prohibit such Slate Financing Permitted Counterparty from
interfering with the rights of the licensees of the Slate Financing Item of
Product (other than with respect to any territories or media over which such
Slate Financing Permitted Counterparty has a priority claim); and(iv)
    
    permit the Slate Financing Permitted Counterparty to pursue
remedies only against the applicable Credit Parties (and only for money
damages), and not the Slate Financing Item of Product or the licensees thereof.
 Slate Financing Item of Product
 Slate Financing Permitted Counterparty Schedule 2A provided provided Schedule 2A provided further i.e. Schedule 2A
 Specified Equity Contribution Section
1.2
 Specified Permitted Encumbrances Sections 6.2(b) (c) (d) (e) (f) (h) (i) (j) (k) (l) (o) (r) (s) (t) (p)
 32




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##### 



Subsidiary
 Swap Agreement provided
 Synthetic Purchase Agreement provided
 Tax Distributions
 33




---



##### 



Taxes
 Total Commitment
 Trademark Security Agreement Exhibit F
 Transactions
 34




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##### 



Type
 UCC
 USA Patriot Act
 Valuation Items of Product
 Determination of Financial Covenants Section 6.21 Specified Equity Contribution provided that Section 6.21
 2.
    
    THE LOANS
 Term Loan Commitments
 Loans
  Term Loans and Borrowings
 provided
 35




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##### 



Section 2.11 provided Section 2.10(b) Section 2.11(e) Section
2.2, Section 2.8(b) Section 2.9 Section 2.11
 Section 2.2
 Section 2.2
   36




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##### 



[Intentionally Omitted].
  Exhibit A Note
 Section 2.5 provided however
 Interest on Loans
    37




---



##### 



Fees
 Termination of Commitment
 Default Interest; Alternate Rate of Interest
  Section 2.9 provided however
 Continuation and Conversion of Loans
 38




---



##### 



Section 2.10(b)
    39




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##### 



Voluntary and Mandatory Prepayment of Loans; Reimbursement of Lenders.
 Section 2.10 Section 2.10(a) Section 2.10(a)
 Section 2.2(c) Section 2.9(a) Section 2.12(a) Section 2.5
 40




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##### 



Section 2.10(a)
  [Intentionally Omitted.]
 provided however Section 6.1
 [Intentionally Omitted.]
 [Intentionally Omitted.]
  Section 2.10(j) Prepayment Date
 41




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##### 



Section 2.10(j)
 Article 2
 Increased Costs.
 (a)
    
    If any Change in Law shall:(i)
    
    impose, modify or deem applicable any reserve, special deposit
or similar requirement against assets of, deposits with or for the account of,
or credit extended by, any Lender (except any such reserve requirement
reflected in the LIBOR); or(ii)
    
    impose on any Lender or the London Interbank Market any other
condition affecting this Credit Agreement or LIBOR Loans made by such Lender or
any participation therein;
 provided however Section
2.11 Section 2.14
  42




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##### 



Section
 Section
 Section 2.8(b) Section 2.11 Section 2.12 Section 2.8(b) Section 2.11 Section 2.14 Section 2.8(b) Section 2.11 Section 2.14 Section 2.8(b) Section 2.11 Section
2.14 Section 2.11(e) Article 2
 Change in Legality
 Section 2.10(b)
 43




---



##### 



Manner of Payments
 Taxes
 provided Section
  Section
 44




---



##### 



Sections 2.14(e)(i) (ii) (iii)
  45




---



##### 



Section 2.14 Section 2.14 Section
 Section 2.14 Section 2.14(a) Section 2.14(g)
 46




---



##### 



Section 2.14(a)
 Interest Adjustments
 Interest Deficit
 Section 2.10(a) Section 2.10(a)
 Incremental Loans Incremental Loans provided pari passu Additional Lender provided provided further
 47




---



##### 



Incremental Amendment provided
  Section
6.21
   48




---



##### 



Existence and Power
 Schedule 3.1
 Article 8 Article 11 Article 9
 Authority and No Violation
 Article 9
 49




---



##### 



Schedule 3.2(b)
 Governmental Approval
 Binding Agreements
 Financial Statements
 50




---



##### 



Schedule 3.5(a)
 [Intentionally Omitted]
 No Material Adverse Change
 Ownership of Pledged Securities, Subsidiaries, etc
 Schedule 3.7(a)
 Schedule 3.7(b) Section 6.4
 Copyrights, Trademarks and Other Rights
 Schedule 3.8(a) Schedule 3.8(a) Schedule 3.8(a) Schedule 3.8(a) Schedule 3.12
 51




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##### 



Schedule 3.8(b) Schedule 3.8(b) Section 4.1(h)
 Schedule 3.8(c)
 Fictitious Names Schedule 3.9
 Title to Properties Section 5.1(a)
 Places of Business Schedule 3.11
 52




---



##### 



Litigation Schedule 3.12
 Federal Reserve Regulations
 Investment Company Act
 Taxes Section 5.13
 Compliance with ERISA
 53




---



##### 



Agreements
  Schedule 3.17
 Security Interest Schedule 3.18 Schedule
3.18
 Environmental Liabilities
 Schedule 3.19
 54




---



##### 



Pledged Securities
 Schedules 3.7(a) (b)
 Schedules 3.7(a) (b)
 Compliance with Laws Section 5.18
 Subsidiaries Schedule 3.7(b)
 55




---



##### 



Solvency
 Distribution Rights
 Bank Accounts Schedule 3.25
 Disclosure
  Conditions Precedent to Initial Loan
 56




---



##### 



Corporate Documents
 (i)
    
    a copy of the articles or certificate of incorporation or
certificate of formation (or equivalent document) of each Credit Party,
certified on a recent date (not more than five (5) Business Days prior to the
Closing Date) by the Secretary of State or other relevant office of such
Persons jurisdiction of incorporation or organization, as the case may be;(ii)
    
    from each jurisdiction in which it is available, a certificate
of the Secretary of State of such jurisdiction of organization, dated as of a
recent date (not more than five (5) Business Days prior to the Closing Date) as
to the good standing of, and payment of taxes by, each Credit Party, which
certificate lists (if available) the charter documents on file in the office of
such Secretary of State;(iii)
    
    from each jurisdiction in which it is available, a certificate
dated as of a recent date (not more than five (5) Business Days prior to the
Closing Date) as to the good standing of each Credit Party issued by the
Secretary of State or other relevant office of each jurisdiction in which such
Credit Party is qualified as a foreign corporation as listed in Schedule
3.1 hereto;(iv)
    
    a certificate of the Secretary, Assistant Secretary or other
appropriate officer acceptable to the Administrative Agent of each Credit
Party, dated the Closing Date and certifying (A) that attached thereto is a
true and complete copy of the by-laws, articles of organization, limited
liability company agreement (or equivalent document) of such party as in effect
on the date of such certification; (B) that attached thereto is a true and
complete copy of the resolutions adopted by the board of directors (or
equivalent body) of such party authorizing the execution, delivery and
performance in accordance with their respective terms of the Fundamental
Documents executed by such Credit Party, as applicable, and any other documents
required or contemplated hereunder or thereunder, the grant of the security
interests in the Collateral, and in the case of the Borrower, the borrowings
hereunder, and that such resolutions have not been amended, rescinded or
supplemented and are currently in effect; (C) that the articles, certificate of
incorporation or certificate of formation (or equivalent document) of such
party has not been amended since the date of the last amendment thereto
indicated on the certificates of the Secretary of State or other appropriate
office furnished pursuant to clause (i) above; (D) as to the incumbency and
specimen signature of each officer of such party executing any Fundamental
Document (such certificate to contain a certification by another officer of
such party as to the incumbency and signature of the officer signing the
certificate referred to in this clause (iv)) and (E) that all copies or
originals of documents delivered pursuant to this Section 4.1 are true,
correct and complete; and
 57




---



##### 



(v)
    
    an organizational chart of the Borrower and its subsidiaries
reflecting the organizational structure of such entities.
 Credit Agreement; Notes
 Opinion of Counsel Exhibit B
 Termination of Existing Second Lien Facility
 Guaranty of Crown Medias Performance
 No Material Adverse Effect
 Insurance Section 5.5 Section
5.5
 Security and Other Documentation
 58




---



##### 



Schedule 3.8(b)
 Payment of Fees
 Searches
 Account Control Agreement Section 5.20
 Compliance with Laws
 USA Patriot Act
 Borrowing Certificate
 Representations and Warranties Article 3 Section 5.1(g)
 No Default or Event of Default
 59




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##### 



Consummation of 2008 Transactions
 Conditions of First Lien Amendment No. 2
 Availability Under Senior Facilities sum of plus sum of plus
 Parent LLC Agreement provided
 Intercreditor Agreement
 Contribution Agreement
 Other Documents
  Article 5
 Financial Statements and Reports
  60




---



##### 



Borrowing Base Certificate
 Section 5.1
 Section 5.1
 61




---



##### 



Section 6.21 Section 5.7 Section 5.1(e) Section 3.5
 provided
 Schedules 3.7(a) 3.7(b) 3.8(a) 3.18
 Section 5.1(a) (b)
 Sections
5.1(a) (b)
   62




---



##### 



Corporate Existence; Compliance with Laws except Section 6.6
 Maintenance of Properties provided however Section 5.3
 Notice of Material Events
   63




---



##### 



Insurance
      64




---



##### 



provided however provided further
 provided that
 [ Intentionally Omitted .]
 Copyrights and Trademarks.
  65




---



##### 



Books and Records, Examination
 Section 6.6
  Third Party Audit Rights
 66




---



##### 



Observance of Agreements
 Film Properties and Rights; Borrower to Act as Pledgeholder
 Laboratories; No Removal provided that
 Taxes and Charges
 67




---



##### 



provided however provided further
 Liens
 Further Assurances; Security Interests
   ERISA Compliance and Reports
 68




---



##### 



Environmental Laws
   provided however
  69




---



##### 



Use of Proceeds
 Distribution Agreements, Letters of Credit, Etc
  Schedule 3.17
  Deposit Accounts
 70




---



##### 



Subsidiaries Section 4.1
 [ Intentionally Omitted .]
 [ Intentionally Omitted .]
 Negative Cost Statements
 Cash Receipts
 71




---



##### 



Section 2.10
 Guild Undertakings
 Key Man Life Insurance
 Copyrights and Trademarks Distribution Entity provided Section 6.8 provided Section 6.6
 Post-Closing Covenant
 Greenshoe Proceeds
 72




---



##### 



Limitations on Indebtedness Section 6.4(c)
  Section 6.3
 Section 6.2(d)
   Section 6.4(c)
 Schedule 6.1
   [Intentionally Omitted]
 73




---



##### 



Section 6.1
 provided
    Section 6.17
   Limitations on Liens
 74




---



##### 



Schedule 6.2
 Section 6.1(h)
      Section 5.13
    75




---



##### 



provided
 Section 6.1(c)
 Section 6.8
 provided
 Section 6.1 Section 6.2 provided
 Section 6.1(o) provided
    76




---



##### 



Limitation on Guaranties
   Article 9
 Schedule 6.3
  provided Section 6.1
 Limitations on Investments
  Section 6.1 Section 6.3
   77




---



##### 



Schedule 6.4
  Section 6.17
 Section
6.6
   provided
 78




---



##### 



minus Section 6.5(d) Article 6
  Restricted Payments
  provided Section 5.1(l) provided provided, however Section
6.1(i)
 Section 6.4(p)
  Sections 6.1(f) 6.1(l) Sections 6.1(f) 6.1(l) Section 6.4(c)
 79




---



##### 



provided
     Consolidation, Merger, Recapitalization or Sale of Assets, etc. provided that
 80




---



##### 



provided further that Section 5.2 Section 6.6 Article 6 Section 6.6 provided Section 2.10(f) provided
 Receivables
 Sale and Leaseback
 provided that
 81




---



##### 



Section
6.1(i)
 Section 6.8 Section 6.8
 Places of Business; Change of Name, Jurisdiction
 Transactions with Affiliates Schedule 6.10 Section 6.5 Section 6.4(n)
 82




---



##### 



Section 6.5 provided Article VI,
 Business Activities provided however Section 6.11 provided further
 Fiscal Year End
 [ Intentionally Omitted .]
 [ Intentionally Omitted .]
 [ Intentionally Omitted .]
 83




---



##### 



[ Intentionally Omitted .]
 Swap Agreements
 Modification of Indebtedness, Material Agreements provided
 No Negative Pledge provided Section 6.2(e)
 [ Intentionally Omitted .]
 Coverage Ratio Section 1.2 Coverage Ratio plus plus
 Additional Limitation on Production and Acquisition of Product
 Activities of Parent and Public Co.
 84




---



##### 



Section 6.11
 Certification of Equity Interests
  Events of Default
    Section 5.4 Section 1.2 Article 6
 Section 5.1 (a) (b) (e) Sections 5.20
 85




---



##### 



Section 6.1(f) Section 6.1(l)
    86




---



##### 



provided that
 Security Document Section 6.2(c) Article 9
 Article 9
   87




---



##### 



Security Interests Article
9
 Use of Collateral
 Collection Accounts
 Collection Account provided
 Section 8.3
 88




---



##### 



Credit Parties to Hold in Trust Article 8 , Section 8.7
 Collections, etc.
 Possession, Sale of Collateral, etc.
 89




---



##### 



Article
8 Article 8
 90




---



##### 



Application of Proceeds after Event of Default Section 12.2 provided however
 Power of Attorney
 91




---



##### 



Financing Statements, Direct Payments provided
 Further Assurances Article 8
 Termination and Release Article 8
 92




---



##### 



provided Article 9
 Remedies Not Exclusive Article 8 Article 9
 Quiet Enjoyment Quiet Enjoyment provided however Section 6.2
 Continuation and Reinstatement
  Guaranty
  93




---



##### 



No Impairment of Guaranty, etc.
 94




---



##### 



Continuation and Reinstatement, etc
 Article 9 Section 2.8(a)
  95




---



##### 



Limitation on Guaranteed Amount, etc. Article 9 Article 9 Article 9
  Pledge
 Covenant Article 9
 Registration in Nominee Name; Denominations
 Voting Rights; Dividends; etc
 96




---



##### 



Section
 Remedies Upon Default
 97




---



##### 



Section 10.5
 98




---



##### 



Application of Proceeds of Sale and Cash Section 10.5
 (i)
    
    to the payment of all reasonable out-of-pocket costs and
expenses paid or incurred by the Administrative Agent in connection with such
sale, including, without limitation, all court costs and the reasonable fees
and expenses of counsel for the Administrative Agent in connection therewith,
and the payment of all out-of-pocket costs and expenses paid or incurred by the
Administrative Agent in enforcing this Credit Agreement, in realizing or
protecting any Collateral and in enforcing or collecting any Obligations or any
guaranty thereof, including, without limitation, court costs and the attorneys
fees and expenses incurred by the Administrative Agent in connection therewith;
and(ii)
    
    to the payment in full of the Obligations in accordance with
Section 12.2 hereof;
 provided however
 Securities Act, etc. Federal Securities Laws
 99




---



##### 



Section 10.7
 Continuation and Reinstatement
 Termination
  Cash Collateral Accounts Cash
Collateral Account Article 11
 Investment of Funds
 provided
  100




---



##### 



Section 11.2
 Grant of Security Interest Section 11.3
 Remedies Section 8.7
  Administration by the Administrative Agent
 provided Sections 12.2 12.4
 101




---



##### 



(i)
    
    in connection with the sale or other disposition of any asset
included in the Collateral or the capital stock of any Guarantor, to the extent
undertaken in accordance with the terms of this Credit Agreement, to release a
Lien granted to it (for the benefit of the Administrative Agent and the
Lenders) on such asset or capital stock and/or to release such Guarantor from
its obligations hereunder;(ii)
    
    to appoint subagents to be the holder of record of a Lien to be
granted to the Administrative Agent (for the benefit of the Administrative
Agent and the Lenders);(iii)
    
    to confirm in writing the right of Quiet Enjoyment of
licensees pursuant to the terms of Section 8.13; and(iv)
    
    to enter into the Fundamental Documents contemplated to be
entered into on the Closing Date.
  (i)
    
    to determine that the cost to the Borrower or another Credit
Party is disproportionate to the benefit to be realized by the Administrative
Agent and the Lenders by perfecting a Lien in a given asset or group of assets
included in the Collateral and that the Borrower or other Credit Party should
not be required to perfect such Lien in favor of the Administrative Agent (for
the benefit of itself and the Lenders);(ii)
    
    to enter into and perform its obligations under the Fundamental
Documents entered into after the Closing Date;
 102




---



##### 



(iii)
    
    to enter into intercreditor and/or subordination agreements on
terms acceptable to the Administrative Agent with (A) the unions and/or the
guilds with respect to the security interests in favor of such unions and/or
guilds required pursuant to the terms of the collective bargaining agreements,
(B) any licensee or licensor having any rights to any Item of Product, (C)
Persons providing any services in connection with any Item of Product, (D)
Persons providing tax benefit and/or production subsidies or co-financing for
Items of Product or (E) any Permitted Slate Financing Intercreditor Agreement;
and(iv)
    
    to make determinations under the Hallmark Guaranty (including
determinations as to the acceptability of credit enhancements offered by a
purchaser of Crown Media Holdings, Inc. in connection with a potential
termination of the Hallmark Guaranty under Section 3(b)(vi) thereof).
 Payments Article 2 first second
 Sharing of Setoffs and Cash Collateral
 103




---



##### 



Notice to the Lenders
 Liability of the Administrative Agent
   104




---



##### 



Reimbursement and Indemnification Section 12.6
 Rights of Administrative Agent
 Independent Investigation by Lenders
 Agreement of Required Lenders Section
13.10 Section 13.10
 105




---



##### 



Notice of Transfer Section 13.3
 Successor Administrative Agent provided however provided provided however Article 12 Article 13
  Notices
  (i)
    
    if to the Borrower, to it at RHI Entertainment, LLC, 1325 Sixth
Avenue, Ste. 2100, New York, New York 10022 (Telecopy No. (212) 977-9049),
 106




---



##### 



Attention: William Aliber and Michael Isaacson; e-mail:
BAliber@rhifilms.com and MIsaacson@rhifilms.com, with a copy to Latham &
Watkins LLP, 885 Third Avenue, Suite 1000, New York, New York 10022,
Attention: Dennis D. Lamont, (Telecopy No. (212) 751-4864), e-mail:
dennis.lamont@lw.com;(ii)
    
    if to the Administrative Agent or to JPMorgan Chase Bank, N.A.,
to (x)  JPMorgan Chase Bank, N.A., 10 South Dearborn, 9th Floor, Mail Code:
IL1-0364, Chicago, Illinois 60603-5506, Attention: Stephen C. Price (Telecopy
No.: 312-325-3239; email: stepen.c.price@jpmorgan.com, with copies to (y)
JPMorgan Chase Bank, N.A., Loan and Agency Services Group, 10 South Dearborn,
Floor 7, Chicago, Illinois 60603-2003, Attention: (A) for communications
relating to assignments, Medy Hernandez (Telecopy No. (312) 385-7096; email:
medy.hernandez@jpmchase.com) and (B) for communications not relating to
assignments, Judy Warren (Telecopy No. (312) 385-7096;
email:judy.a.warren@jpmchase.com) and to (z) J.P. Morgan Securities Inc., 1999
Avenue of the Stars, 27th Floor, Los Angeles, California 90067, Attention:
Christa Thomas (Telecopy No. (310) 860-7260; email:
christa.thomas@jpmorgan.com); and(iii)
    
    if to any other Lender, to it at its address (or telecopy
number) set forth on the signature pages hereto.
 provided Article 2 provided
  Survival of Agreement, Representations and Warranties, etc.
 107




---



##### 



Successors and Assigns; Syndications; Loan Sales; Participations
 provided however
 provided however provided that Section 2.4
 108




---



##### 



Related Fund Section 13.3(b)(ii)
 Sections 5.1(a) 5.1(b)
 Section
 109




---



##### 



13.1 Register
 Exhibit I Exhibit A
 provided however Sections 2.10 2.11 2.12 2.14 Section
13.3(g) 13.8
 110




---



##### 



Section 2.14 Section
2.14(e) Section 2.14(f)
 Section 13.3 Section 13.18
 Section 13.3
 provided Section 13.3(j)
 Expenses; Documentary Taxes provided that
 111




---



##### 



Section 13.4 Section
 Indemnity Indemnified Party
 112




---



##### 



Section 13.5
  CHOICE OF LAW
 WAIVER OF JURY TRIAL SECTION SECTION
13.7
 WAIVER WITH RESPECT TO DAMAGES
 113




---



##### 



No Waiver
 Amendments, etc.
 , provided however Section 12.1 Section 13.10(a)
 114




---



##### 



Section
2.1
 Sections 2.10(b) 2.11 2.14 Section 2.12 Section
13.3 provided Section 2.11 Sections 2.10(b) 2.14 Section 2.12
 2 3 Non-Consenting Lender provided Section 13.3
 115




---



##### 



Sections 2.11 2.14 Section
2.10(b)
 Severability
 SERVICE OF PROCESS; SUBMISSION TO JURISDICTION SUBMITTING PARTY SECTION 13.1
 116




---



##### 



PROVIDED HOWEVER
 Headings
 Execution in Counterparts
 Subordination of Intercompany Indebtedness, Receivables and Advances
  Section 13.15(a)
 USA Patriot Act
 117




---



##### 



Entire Agreement
 Confidentiality
 Section Section Section Information provided Section Section 13.18
  118




---



##### 



119




---



##### 



BORROWER:RHI ENTERTAINMENT, LLCBy
    
    /s/ Henry S. HobermanName:
    
    Henry S. HobermanTitle:
    
    Executive Vice President, General
Counsel and SecretaryPARENT:RHI ENTERTAINMENT HOLDINGS II, LLCBy
    
    /s/ Henry S. HobermanName:
    
    Henry S. HobermanTitle:
    
    Executive Vice President, General
Counsel and Secretary
 Signature
Page to Amended and Restated Credit Agreement (Second Lien)




---



##### 



RHI ENTERTAINMENT DISTRIBUTION, LLC
 By
    
    /s/ Henry S. HobermanName: Henry S. HobermanTitle: Executive Vice President, General Counsel and SecretaryRHI ENTERTAINMENT PRODUCTIONS, LLCBy
    
    /s/ Henry S. HobermanName: Henry S. HobermanTitle: Executive Vice President, General Counsel and SecretaryRHI INTERNATIONAL DISTRIBUTION, INC.By
    
    /s/ Peter von GalName: Peter von GalTitle: President
 Signature
Page to Post-IPO Credit Agreement (Second Lien)




---



##### 



ADMINISTRATIVE AGENTJPMORGAN CHASE BANK, N.A.By :
    
    /s/ Kim W. ChengName:
    
    Kim W. ChengTitle:
    
    Vice President
 Signature
Page to Post-IPO Credit Agreement (Second Lien)




---



##### 



LENDERSJPM MEZZANINE CAPITAL, LLCBy
    
    /s/ Aized RabbaniName:
    
    Aized RabbaniTitle:
    
    Vice PresidentAddress for Notices:
 Signature
Page to Post-IPO Credit Agreement (Second Lien)




---



##### 



Schedule of Commitments
 Second LienLenders
    
    Loan CommitmentJPM Mezzanine Capital, LLC
    
    $     55,000,000TOTAL:
    
    $     55,000,000
 Section 13.3 Section 13.10
 i




---



##### 



Guarantors
 ii




---



##### 



TABLE OF CONTENTS
 PageSchedules1
    
    Schedule of Commitments1(b)
    
    Contracts Excluded From Collateral2
    
    [Intentionally Omitted.]2A
    
    Slate Financing Permitted Counterparties3
    
    Guarantors3.1
    
    List of Jurisdictions3.2(b)
    
    Restrictions on Transfer of Pledged Securities3.5(a)
    
    Guaranties, Contingent Liabilities, Tax Liabilities, Long Term Leases, Unusual Forward
Long-Term Commitments3.7(a)
    
    Ownership of the Capital Stock of the Credit Parties3.7(b)
    
    Ownership of Pledged Securities other than Credit Parties3.8(a)
    
    Valuation Items of Product3.8(b)
    
    Trademarks3.8(c)
    
    Copyright and Trademark Exceptions3.9
    
    Fictitious Names3.11
    
    Chief Executive Office3.12
    
    Litigation3.17
    
    Material Agreements3.18
    
    Filing Offices for UCC-1 Financing Statements, Tax ID and Organizational ID3.19
    
    Environmental Liabilities3.25
    
    Bank Accounts6.1
    
    Existing Indebtedness6.2
    
    Existing Liens6.3
    
    Existing Guaranties6.4
    
    Existing Investments6.10
    
    Transactions with Affiliates
 iii




---



##### 



TABLE OF CONTENTS
 PageExhibitsA
    
    Form of NoteB
    
    Form of Opinion of Latham & Watkins LLP, counsel to the Credit PartiesC-1
    
    Copyright Security AgreementC-2
    
    Form of Copyright Security Agreement SupplementD
    
    Form of Intercreditor AgreementE
    
    Form of Pledgeholder Agreement (Completed Items of Product)F
    
    Form of Trademark Security AgreementG
    
    Form of Contribution AgreementH
    
    Form of Borrowing CertificateI
    
    Form of Assignment and AssumptionJ
    
    Form of Instrument of Assumption and JoinderK
    
    Form of Account Control AgreementL
    
    Hallmark GuarantyM
    
    Form of Liquidity Certificate
 iv




---



##### 



TABLE OF CONTENTS
 Page1. DEFINITIONS
    
    
    2SECTION 1.1. Definitions
    
    
    2SECTION 1.2. Determination of Financial Covenants
    
    
    312. THE LOANS
    
    
    31SECTION 2.1. Term Loan Commitments
    
    
    31SECTION 2.2. Term Loans and Borrowings
    
    
    32SECTION 2.3. [Intentionally Omitted]
    
    
    33SECTION 2.4. Notes; Repayment
    
    
    33SECTION 2.5. Interest on Loans
    
    
    33SECTION 2.6. Fees
    
    
    34SECTION 2.7. Termination of Commitment
    
    
    34SECTION 2.8. Default Interest; Alternate Rate of Interest
    
    
    34SECTION 2.9. Continuation and Conversion of Loans
    
    
    35SECTION 2.10. Voluntary and Mandatory Prepayment of Loans;
Reimbursement of Lenders
    
    
    36SECTION 2.11. Increased Costs
    
    
    38SECTION 2.12. Change in Legality
    
    
    39SECTION 2.13. Manner of Payments
    
    
    40SECTION 2.14. Taxes
    
    
    40SECTION 2.15. Interest Adjustments
    
    
    433. REPRESENTATIONS AND WARRANTIES OF THE CREDIT PARTIES
    
    
    43SECTION 3.1. Existence and Power
    
    
    43SECTION 3.2. Authority and No Violation
    
    
    44SECTION 3.3. Governmental Approval
    
    
    44SECTION 3.4. Binding Agreements
    
    
    45SECTION 3.5. Financial Statements
    
    
    45SECTION 3.6. No Material Adverse Change
    
    
    45SECTION 3.7.
Ownership of Pledged Securities, Subsidiaries, etc.
    
    
    45SECTION 3.8. Copyrights, Trademarks and Other Rights
    
    
    46SECTION 3.9. Fictitious Names
    
    
    47SECTION 3.10. Title to Properties
    
    
    47SECTION 3.11. Places of Business
    
    
    47SECTION 3.12. Litigation
    
    
    47SECTION 3.13. Federal Reserve Regulations
    
    
    47SECTION 3.14. Investment Company Act
    
    
    48SECTION 3.15. Taxes
    
    
    48SECTION 3.16. Compliance with ERISA
    
    
    48SECTION 3.17. Agreements
    
    
    48SECTION 3.18. Security Interest
    
    
    48
 -1-




---



##### 



TABLE OF CONTENTS
 PageSECTION 3.19. Environmental Liabilities
    
    
    49SECTION 3.20. Pledged Securities
    
    
    49SECTION 3.21. Compliance with Laws
    
    
    50SECTION 3.22. Subsidiaries
    
    
    50SECTION 3.23. Solvency
    
    
    50SECTION 3.24. Distribution Rights
    
    
    50SECTION 3.25. Bank Accounts
    
    
    51SECTION 3.26. Disclosure
    
    
    514. CONDITIONS OF LENDING
    
    
    51SECTION 4.1. Conditions Precedent to Initial Loan
    
    
    515. AFFIRMATIVE COVENANTS
    
    
    55SECTION 5.1. Financial Statements and Reports
    
    
    55SECTION 5.2. Corporate Existence; Compliance with Laws
    
    
    57SECTION 5.3. Maintenance of Properties
    
    
    58SECTION 5.4. Notice of Material Events
    
    
    58SECTION 5.5. Insurance
    
    
    58SECTION 5.6. [Intentionally Omitted.]
    
    
    60SECTION 5.7. Copyrights and Trademarks
    
    
    60SECTION 5.8. Books and Records, Examination
    
    
    61SECTION 5.9. Third Party Audit Rights
    
    
    61SECTION 5.10. Observance of Agreements
    
    
    62SECTION 5.11. Film Properties and Rights; Borrower to Act as Pledgeholder
    
    
    62SECTION 5.12. Laboratories; No Removal
    
    
    62SECTION 5.13. Taxes and Charges
    
    
    62SECTION 5.14. Liens
    
    
    63SECTION 5.15. Further Assurances; Security Interests
    
    
    63SECTION 5.16. ERISA Compliance and Reports
    
    
    63SECTION 5.17. Environmental Laws
    
    
    64SECTION 5.18. Use of Proceeds
    
    
    65SECTION
5.19. Distribution Agreements, Letters of Credit, Etc.
    
    
    65SECTION 5.20. Deposit Accounts
    
    
    65SECTION 5.21. Subsidiaries
    
    
    66SECTION 5.22. [Intentionally Omitted.]
    
    
    66SECTION 5.23. [Intentionally Omitted.]
    
    
    66SECTION 5.24. Negative Cost Statements
    
    
    66SECTION 5.25. Cash Receipts
    
    
    66SECTION 5.26. Guild Undertakings
    
    
    67SECTION 5.27. Key Man Life Insurance
    
    
    67SECTION 5.28. Copyrights and Trademarks
    
    
    67
 -2-




---



##### 



TABLE OF CONTENTS
 Page6. NEGATIVE COVENANTS
    
    
    67SECTION 6.1. Limitations on Indebtedness
    
    
    67SECTION 6.2. Limitations on Liens
    
    
    69SECTION 6.3. Limitation on Guaranties
    
    
    71SECTION 6.4. Limitations on Investments
    
    
    72SECTION 6.5. Restricted Payments
    
    
    73SECTION 6.6.
Consolidation, Merger, Recapitalization or Sale of Assets, etc.
    
    
    75SECTION 6.7. Receivables
    
    
    76SECTION 6.8. Sale and Leaseback
    
    
    76SECTION 6.9. Places of Business; Change of Name, Jurisdiction
    
    
    77SECTION 6.10. Transactions with Affiliates
    
    
    77SECTION 6.11. Business Activities
    
    
    78SECTION 6.12. Fiscal Year End
    
    
    78SECTION 6.13. [Intentionally Omitted.]
    
    
    78SECTION 6.14. [Intentionally Omitted.]
    
    
    78SECTION 6.15. [Intentionally Omitted.]
    
    
    78SECTION 6.16. [Intentionally Omitted.]
    
    
    78SECTION 6.17. Swap Agreements
    
    
    78SECTION 6.18. Modification of Indebtedness, Material Agreements
    
    
    79SECTION 6.19. No Negative Pledge
    
    
    79SECTION 6.20. [Intentionally Omitted.]
    
    
    79SECTION 6.21. Coverage Ratio
    
    
    79SECTION 6.22. Additional Limitation on Production and Acquisition of Product
    
    
    79SECTION 6.23. Activities of Parent
    
    
    79SECTION 6.24. Certification of Equity Interests
    
    
    797. EVENTS OF DEFAULT
    
    
    808. GRANT OF SECURITY INTEREST; REMEDIES
    
    
    82SECTION 8.1. Security Interests
    
    
    82SECTION 8.2. Use of Collateral
    
    
    83SECTION 8.3. Collection Accounts
    
    
    83SECTION 8.4. Credit Parties to Hold in Trust
    
    
    83SECTION 8.5.
Collections, etc.
    
    
    84SECTION 8.6.
Possession, Sale of Collateral, etc.
    
    
    84SECTION 8.7. Application of Proceeds after Event of Default
    
    
    85SECTION 8.8. Power of Attorney
    
    
    86SECTION 8.9. Financing Statements, Direct Payments
    
    
    86SECTION 8.10. Further Assurances
    
    
    87SECTION 8.11. Termination and Release
    
    
    87SECTION 8.12. Remedies Not Exclusive
    
    
    87
 -3-




---



##### 



TABLE OF CONTENTS
 PageSECTION 8.13. Quiet Enjoyment
    
    
    87SECTION 8.14. Continuation and Reinstatement
    
    
    889. GUARANTY
    
    
    88SECTION 9.1. Guaranty
    
    
    88SECTION 9.2. No Impairment of Guaranty, etc.
    
    
    89SECTION 9.3. Continuation and Reinstatement, etc.
    
    
    89SECTION 9.4. Limitation on Guaranteed Amount, etc.
    
    
    9010. PLEDGE
    
    
    90SECTION 10.1. Pledge
    
    
    90SECTION 10.2. Covenant
    
    
    91SECTION 10.3. Registration in Nominee Name; Denominations
    
    
    91SECTION 10.4. Voting Rights; Dividends; etc.
    
    
    91SECTION 10.5. Remedies Upon Default
    
    
    92SECTION 10.6. Application of Proceeds of Sale and Cash
    
    
    93SECTION 10.7. Securities Act, etc.
    
    
    94SECTION 10.8. Continuation and Reinstatement
    
    
    94SECTION 10.9. Termination
    
    
    9411. CASH COLLATERAL
    
    
    95SECTION 11.1. Cash Collateral Accounts
    
    
    95SECTION 11.2. Investment of Funds
    
    
    95SECTION 11.3. Grant of Security Interest
    
    
    95SECTION 11.4. Remedies
    
    
    9612. THE ADMINISTRATIVE AGENT
    
    
    96SECTION 12.1. Administration by the Administrative Agent
    
    
    96SECTION 12.2. Payments
    
    
    97SECTION 12.3. Sharing of Setoffs and Cash Collateral
    
    
    97SECTION 12.4. Notice to the Lenders
    
    
    98SECTION 12.5. Liability of the Administrative Agent
    
    
    98SECTION 12.6. Reimbursement and Indemnification
    
    
    99SECTION 12.7. Rights of Administrative Agent
    
    
    99SECTION 12.8. Independent Investigation by Lenders
    
    
    99SECTION 12.9. Agreement of Required Lenders
    
    
    100SECTION 12.10. Notice of Transfer
    
    
    100SECTION 12.11. Successor Administrative Agent
    
    
    10013. MISCELLANEOUS
    
    
    101SECTION 13.1. Notices
    
    
    101
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---



##### 



TABLE OF CONTENTS
 PageSECTION 13.2. Survival of Agreement, Representations and Warranties, etc.
    
    
    101SECTION 13.3. Successors and Assigns; Syndications; Loan Sales; Participations
    
    
    102SECTION 13.4. Expenses; Documentary Taxes
    
    
    105SECTION 13.5. Indemnity
    
    
    106SECTION 13.6. CHOICE OF LAW
    
    
    107SECTION 13.7. WAIVER OF JURY TRIAL
    
    
    107SECTION 13.8. WAIVER WITH RESPECT TO DAMAGES
    
    
    107SECTION 13.9. No Waiver
    
    
    108SECTION 13.10. Amendments, etc.
    
    
    108SECTION 13.11. Severability
    
    
    109SECTION 13.12. SERVICE OF PROCESS; SUBMISSION TO JURISDICTION
    
    
    110SECTION 13.13. Headings
    
    
    111SECTION 13.14. Execution in Counterparts
    
    
    111SECTION 13.15. Subordination of Intercompany Indebtedness,
Receivables and Advances
    
    
    111SECTION 13.16. USA Patriot Act
    
    
    111SECTION 13.17. Entire Agreement
    
    
    111SECTION 13.18. Confidentiality
    
    
    112SECTION 13.19. Termination of Agreements
    
    
    112SECTION 13.20. Effect of Amendment and Restatement
of the Existing Senior Facilities
    
    
    112SECTION 13.21. Commitments Under the Existing Senior Facilities
    
    
    113
 -5-