Exhibit 10.1
 
 RHI ENTERTAINMENT HOLDINGS II, LLC
 AMENDED AND RESTATED
LIMITED LIABILITY COMPANY OPERATING AGREEMENT
 DATED AS OF JUNE 23, 2008




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TABLE OF CONTENTS
 PageARTICLE 1 DEFINITIONS
    
    
    11.1 Defined Terms
    
    
    11.2 Other Definitional Provisions; Interpretation
    
    
    15ARTICLE 2 FORMATION
    
    
    162.1 Formation; Qualification
    
    
    162.2 Name
    
    
    162.3 Term
    
    
    162.4 Headquarters Office
    
    
    172.5 Registered Agent and Office
    
    
    172.6 Purposes
    
    
    172.7 Powers
    
    
    17ARTICLE 3 MEMBERS AND INTERESTS
    
    
    173.1 Members
    
    
    173.2 Meeting of Members
    
    
    183.3 Certain Duties and Obligations of the Members
    
    
    193.4 Units
    
    
    203.5 Authorization and Issuance of Additional Units
    
    
    213.6 Business Opportunities; Non-Competition
    
    
    22ARTICLE 4 MANAGEMENT AND OPERATIONS
    
    
    224.1 Manager
    
    
    224.2 Management Authority
    
    
    224.3 Limitations on the Business of the Manager; Approval Rights of KRH
    
    
    234.4 Duties
    
    
    274.5 Reliance by Third Parties
    
    
    274.6 Resignation
    
    
    274.7 Removal
    
    
    274.8 Vacancies
    
    
    274.9 Information Relating to the Company
    
    
    274.10 Insurance
    
    
    274.11 Transactions Between Company and Manager
    
    
    274.12 Officers
    
    
    274.13 Management Fee; Reimbursement of Expenses
    
    
    284.14 Limitation of Liability; Exculpation
    
    
    284.15 Indemnification
    
    
    294.16 Title to Assets
    
    
    30ARTICLE 5 CAPITAL CONTRIBUTIONS; DISTRIBUTIONS
    
    
    305.1 Capital Contributions
    
    
    305.2 Loans from Members
    
    
    31




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Page5.3 Loans from Third Parties
    
    
    315.4 Distributions
    
    
    315.5 Valuation
    
    
    32ARTICLE 6 BOOKS AND RECORDS; TAX; CAPITAL ACCOUNTS; ALLOCATIONS
    
    
    336.1 General Accounting Matters
    
    
    336.2 Certain Tax Matters
    
    
    346.3 Allocations
    
    
    346.4 Allocations of Net Income and Net Losses for Federal Income Tax Purposes
    
    
    366.5 Elections
    
    
    366.6 Tax Year
    
    
    376.7 Withholding Requirements
    
    
    376.8 Reports to Members
    
    
    376.9 Auditors
    
    
    386.10 Transfers During Year
    
    
    386.11 Code Section 754 Election
    
    
    38ARTICLE 7 DISSOLUTION
    
    
    387.1 Dissolution
    
    
    387.2 Winding-Up
    
    
    397.3 Final Distribution
    
    
    39ARTICLE 8 TRANSFER; SUBSTITUTION; ADJUSTMENTS
    
    
    408.1 Restrictions on Transfer
    
    
    408.2 Substituted Members
    
    
    418.3 Effect of Void Transfers
    
    
    42ARTICLE 9 EXCHANGE RIGHT OF MEMBER
    
    
    429.1 Exchange Right of a Member
    
    
    429.2 Effect of Exercise of Exchange Right
    
    
    43ARTICLE 10 MISCELLANEOUS
    
    
    4410.1 Agreement to Cooperate; Further Assurances
    
    
    4410.2 Amendments
    
    
    4410.3 Confidentiality
    
    
    4410.4 Injunctive Relief
    
    
    4510.5 Successors, Assigns and Transferees
    
    
    4510.6 Notices
    
    
    4510.7 Integration
    
    
    4610.8 Severability
    
    
    4610.9 Counterparts
    
    
    4610.10 Governing Law; Submission to Jurisdiction
    
    
    46Exhibit A Members and Units
    
    
    1
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PageExhibit B Form of Membership Unit Certificate
    
    
    1
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AMENDED AND RESTATED
 LIMITED LIABILITY COMPANY OPERATING AGREEMENT
 OF
RHI ENTERTAINMENT HOLDINGS II, LLC
 Agreement Company
 RECITALS
 A. WHEREAS RHI Inc.
 B. WHEREAS KRH
 C. WHEREAS Subscription Agreement
 D. WHEREAS
 NOW, THEREFORE, et seq  LLC Act 
 ARTICLE 1
 DEFINITIONS
 1.1 Defined Terms
 Additional Contribution Amount
 Additional Equity Issuance
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Adjusted Capital Account Balance
 Affiliate
 Amendment No. 1 to the Credit Agreement
 Amendment No. 2 to the Credit Agreement
 Agreement
 Annual Business Plan
 Applicable Tax Rate
 Approved Plan
 Available Cash
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Beneficial Owner beneficial owner beneficial ownership beneficially owns provided further
 Board Board of Directors
 Business Day
 Capital Account
     3




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q
 Capital Contribution
 Cash Amount
 Cash Equivalents S&P Moodys
 Certificate
 4




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Certificate of Incorporation
 Change of Control
     Code
 Company
 Company Assets
 Company Minimum Gain
 Confidential Information
 Continuing Director
 5




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Control Controlled by under common Control with
 Credit Agreement
 Deemed Partnership Interest Value
 Deemed Value of the Membership Interests divided by
 Depreciation
 Dilutive Issuance
 6




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Director Designation Agreement
 Discount
 Economic Interest
 Equity Incentive Plan
 Equity Interests provided
 ERISA
 Excess Non-recourse Liability
 Exchange
 Exchange Act
 Exchange Date
 7




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Exchange Right
 Exchanged Units
 Exchanging Member
 Exchange Date
 Exchange Notice
 Fiscal Period
 Fiscal Year
 GAAP
 Governmental Authority
 Gross Asset Value
     8




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g
      Group
 Indebtedness
 Indemnitee
 Independent Directors
 9




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Initial Public Offering
 Intellectual Property
 Interest
 Joint Venture Agreements
 Joint Venture Purposes
 KRH
 KRH Approval
 KRH Approval Rights
  Liabilities 
  Liquidator
  LLC Act 
 Majority Member Vote
  Manager 
 10




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Member
 Member Information
 Member Non-recourse Debt
 Member Non-recourse Debt Minimum Gain
  Membership Unit 
 Membership Unit Purchase
 Net Income Net Losses
     11




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m
   Nominating Committee
 Non-recourse Debt
 Option Notice
 Options
 Original Agreement
 Outside Counsel
 Over-Allotment Option
 Percentage Interest
 12




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Permitted Transferee
 Person
 Proprietary Information
 Recapitalization
 Registration Rights Agreement
 Regulatory Allocations
 Retraction Notice
 Regulation S-K
 RHI Inc.
 RHI Inc. Market Price
 13




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Section 704(c) Property
 Shares
  Subscription Agreement 
 Subsidiary
 Tax Distribution Amount
 Tax Matters Member
 Tax Receivable Agreement
 Total Membership Units Outstanding Immediately Prior To Issuance
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Trading Day
 Transfer Transferred Transferring
 Transferring Member
 Treasury Regulations
 Ultimate Parent
 Underwriters
 Underwriting Agreement
 Unit Exhibit A
 Wholly Owned Subsidiary
 1.2 Other Definitional Provisions; Interpretation
  15




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ARTICLE 2
 FORMATION
 2.1 Formation; Qualification
 Certificate
   2.2 Name
 2.3 Term provided
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2.4 Headquarters Office
 2.5 Registered Agent and Office
 2.6 Purposes
   Joint Venture Purposes
 2.7 Powers
 ARTICLE 3
 MEMBERS AND INTERESTS
 3.1 Members
 Exhibit A
 Exhibit A Exhibit A Exhibit A
 17




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Exhibit A Exhibit A
 Exhibit A
   3.2 Meeting of Members
 Annual Meeting
 Special Meetings
 Place and Conduct of Meetings
 18




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Notice of Meetings
 Quorum
 Voting
 Action by Consent provided
 3.3 Certain Duties and Obligations of the Members
 19




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3.4 Units
 Membership Unit Purchase Membership
Unit Purchase
 Over-Allotment Option Over-Allotment Option
 Membership Units .
 Adjustments Upon RHI Inc. Issuing Additional Equity Interests Recapitalization
 Additional Contribution Amount
  20




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Certificates; Transfer Exhibit B
 3.5 Authorization and Issuance of Additional Units
 In General
 Equity Compensation Issued by the Company.
 21




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3.6 Business Opportunities; Non-Competition
 ARTICLE 4
 MANAGEMENT AND OPERATIONS
 4.1 Manager  Manager 
 4.2 Management Authority
  Supermajority Vote of Board of Directors for Certain Matters
 (i)
    
    except as provided in the Annual Business Plan,
acquire, dispose, lease or license assets by the Company or any
Subsidiary or enter into any contract or contracts to do the foregoing,
in a single transaction or in two or more transactions (related or
unrelated) in any consecutive twelve-month period with an aggregate value
(as determined in good faith by the Board) exceeding 20% of the fair
market value of the business of the Company and its Subsidiaries taken
together and operating as a going concern (as determined in good faith by
the Board);
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(ii)
    
    merge, reorganize, recapitalize, reclassify,
consolidate, dissolve, liquidate or enter into a similar transaction;(iii)
    
    incur any funded indebtedness (including the
refinancing of any funded indebtedness) or repay before due any funded
indebtedness (other than a working capital revolving line of credit) with
a fixed term in either case, in a single transaction or in two or more
transactions (related or unrelated) in an aggregate amount in excess of
$50.0 million per year;(iv)
    
    authorize, issue, grant or sell additional
Membership Units in the Company (including, without limitation, pursuant
to Section 3.4(d)(ii)) or rights with respect to Membership Units, other
than under or pursuant to the Approved Plan;(v)
    
    enter into, modify or terminate certain contracts
not in the ordinary course of business of the type specified in Item
601(b)(10)(i) of Regulation S-K;(vi)
    
    except as specifically set forth in this Agreement
(including, without limitation, with respect to required tax
distributions pursuant to Section 5.4 (a) (i)), declare, set aside or pay
any redemption of, or
dividends with respect to, membership interests, payable in cash, property
or otherwise; and(vii)
    
    approve any actions relating to the Company that
could reasonably be expected to have a material adverse tax effect on
KRH.
 4.3 Limitations on the Business of the Manager; Approval Rights of KRH
  KRH Approval Rights
 23




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4.4 Duties
 4.5 Reliance by Third Parties
 4.6 Resignation
 4.7 Removal
 4.8 Vacancies
 4.9 Information Relating to the Company provided
 4.10 Insurance .
 4.11 Transactions Between Company and Manager
 4.12 Officers
  27




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provided however
 4.13 Management Fee; Reimbursement of Expenses Discount
 4.14 Limitation of Liability; Exculpation
 Indemnitee
  28




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4.15 Indemnification
 Indemnification Rights Liabilities provided
 Expenses
 29




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Indemnification Rights Non-Exclusive; Rights of Indemnified Parties
 Assets of the Company
 Other Liability Insurance
 4.16 Title to Assets
 ARTICLE 5
 CAPITAL CONTRIBUTIONS; DISTRIBUTIONS
 5.1 Capital Contributions
    30




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5.2 Loans from Members provided
 5.3 Loans from Third Parties provided
 5.4 Distributions
 Nonliquidating Distributions
 provided provided however
 31




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Liquidating Distributions
 Sole Discretion of the Manager
 Distributions in Kind
 Limitations on Distributions
 Exculpation
 Manager to Cause Funds to be Available for Tax Distribution
 5.5 Valuation
 32




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provided further provided
 ARTICLE 6
 BOOKS AND RECORDS; TAX; CAPITAL ACCOUNTS; ALLOCATIONS
 6.1 General Accounting Matters
       33




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6.2 Certain Tax Matters Tax Matters Member
 6.3 Allocations
 General
 Special Allocations
 Qualified Income Offset d d
 Gross Income Allocation
 34




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Company Minimum Gain Chargeback
 Member Non-recourse Debt Minimum Gain Chargeback
 Limitations on Net Loss Allocations
 Member Non-recourse Deductions
 Non-recourse Deductions
 Excess Non-recourse Liabilities
 35




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Ordering Rules
 Curative Provisions Regulatory Allocations
 6.4 Allocations of Net Income and Net Losses for Federal Income Tax Purposes g
 6.5 Elections
 36




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provided provided further
 6.6 Tax Year
 6.7 Withholding Requirements provided however
 6.8 Reports to Members
      37




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th
       6.9 Auditors
 6.10 Transfers During Year
 6.11 Code Section 754 Election
 ARTICLE 7
 DISSOLUTION
 7.1 Dissolution
  38




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7.2 Winding-Up Liquidator
 7.3 Final Distribution
    39




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ARTICLE 8
 TRANSFER; SUBSTITUTION; ADJUSTMENTS
 8.1 Restrictions on Transfer
 provided however Transferring Member
 40




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8.2 Substituted Members
  41




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8.3 Effect of Void Transfers
 ARTICLE 9
 EXCHANGE RIGHT OF MEMBER
 9.1 Exchange Right of a Member
 Exchange Right Exchanging Member Exchange Notice Exchanged Units Exchange Date
  42




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Option Notice provided Retraction Notice
 provided however
   9.2 Effect of Exercise of Exchange Right
 43




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ARTICLE 10
 MISCELLANEOUS
 10.1 Agreement to Cooperate; Further Assurances .
 10.2 Amendments
 10.3 Confidentiality
  Confidential Information
  44




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Member Information
  10.4 Injunctive Relief
 10.5 Successors, Assigns and Transferees
 10.6 Notices
 45




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Exhibit A
 10.7 Integration
 10.8 Severability
 10.9 Counterparts
 10.10 Governing Law; Submission to Jurisdiction
   46




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47




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KRH INVESTMENTS LLCBy:
    /s/ Henry S. HobermanName:
    Henry S. HobermanTitle:
    Executive Vice President 
General Counsel & Secretary RHI ENTERTAINMENT, INC.By:
    /s/ Henry S. HobermanName:
    Henry S. HobermanTitle:
    Executive Vice President 
General Counsel & Secretary




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Exhibit A
 Members and Units
 Names and Addresses
    
    Membership UnitsKRH Investments LLC
    
    9,900,000c/o Kelso & Company,
    
    Membership Units320 Park Avenue, 24th Floor,New York, NY 10022Attention: General CounselFax: (212) 223-2379with a copy to:Latham & Watkins LLP885 Third AvenueNew York, NY 10019Attention: Raymond Y. Lin, EsqFax: (212) 751-4864RHI Entertainment, Inc.
    
    13,500,1001325 Avenue of the Americas, 21st Floor
    
    Membership UnitsNew York, NY 10019Attention: General CounselFax: (212) 977-3917with a copy to:Latham & Watkins LLP885 Third AvenueNew York, NY 10019Attention: Raymond Y. Lin, EsqFax: (212) 751-4864Totals:
    
    23,400,100Membership Units
 A-1




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Exhibit B
 Form of Membership Unit Certificate
 B-1