Exhibit 10.2
 TAX RECEIVABLE AGREEMENT
 Agreement Corporation Holdings II KRH
  Interests Original Issue
 LLC Agreement Shares Exchange
 Holdings II Group
   ARTICLE I  DEFINITIONS




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Advisory Firm
 Advisory Firm Letter
 Affiliate
 Agreement
 Amended Tax Benefit Schedule
 Assumed Tax Liability
 Bankruptcy Code
 Basis Adjustment
 Beneficial Owner Beneficially Own
 Business Day
 Change of Control
 i.
    
    any Person or Group is or becomes the Beneficial
Owner (other than a Permitted Holder), directly or indirectly, of the
Corporations voting stock representing 50% or more of the total voting
power of all outstanding voting stock of the Corporation;ii.
    
    the Corporation consolidates with, or merges with
or into, another entity or Person, or the Corporation sells, assigns,
conveys, transfers, leases or
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otherwise disposes of all or substantially all of its assets to any Person
or entity, other than any such transaction where immediately after such
transaction the shareholders of the Corporation immediately prior to such
transaction, Beneficially Own or owns (as so determined), directly or
indirectly, voting stock representing a majority of the total voting power
of the outstanding voting stock of the surviving entity or transferee
Person;iii.
    
    during any consecutive one-year period, the
Continuing Directors cease for any reason to constitute a majority of the
board of directors of the Corporation; oriv.
    
    the adoption of a plan of liquidation or
dissolution of the Corporation.
 Code
 Continuing Directors
 Corporation
 Covered Tax
 Covered Taxable Year
 Covered Taxes
 Designated Director
 Determination
 Director Designation Agreement
 Early Termination Date
 Early Termination Notice
 Early Termination Payment
 3




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Exchange
 Exchange Act
 Exchange Assets
 Exchange Basis Schedule
 Exchange Date
 Expert
 Governmental Entity
 Group
 Holdings II
 Holdings II Group
 Hypothetical Tax Basis
 Hypothetical Tax Liability
 Imputed Interest
 Interests
 IRS
 Kelso
 KRH
 LIBOR
 4




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LLC Agreement
 Lump Sum Election Notice
 Lump Sum Present Value
 Market Value
 Material Breach
 Membership Units Subscription Agreement
 Original Issue
 Original Issue Date
 Permitted Holder
 Person
 Proceeding
 Realized Tax Benefit
 5




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Realized Tax Detriment
 Reconciliation Dispute
 Reconciliation Procedures
 Registrable Securities
 Registration Rights Agreement
 Senior Obligations
 Shares
 Securities Act
 Tax Benefit Payment
 Tax Benefit Schedule
 Tax Return
 6




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Taxable Year
 Taxing Authority
 Termination Rate
 Treasury Regulations
 Unilateral Termination Date
 Unilateral Termination Notice
 Valuation Assumptions
 1.
    
    The Corporation will have income that exceeds the amount of any increase in
deductions that may be derived from the Basis Adjustment and Imputed Interest
throughout the relevant period for purposes of all Covered Taxes.2.
    
    There will be no change in the applicable tax rates for any Covered Tax
throughout the relevant period, except to the extent such changes have already been
enacted into law.3.
    
    All taxable income of the Corporation will be subject to the maximum applicable
tax rates for each Covered Tax throughout the relevant period.4.
    
    Any loss carryovers or carrybacks generated by the Basis Adjustment or the
Imputed Interest (including such Basis Adjustment and Imputed Interest generated as a
result of payments made under this Agreement) and available as of the date of the Early
Termination Notice will be utilized by the Corporation on a pro rata basis from the
Early Termination Date through the scheduled expiration date of such loss carryovers or
carrybacks.5.
    
    Any non-amortizable assets are deemed to be disposed of on the fifteenth
anniversary of the earlier of the Basis Adjustment and the Early Termination Date.6.
    
    If an Early Termination Date occurs prior to an Exchange of all Interests, such
remaining Interests not Exchanged as of the Early Termination Date shall be treated as
sold in an Exchange occurring on the Early Termination Date with the Shares received in
such deemed sale to be valued at the Market Value.
 Valuation Date
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ARTICLE II  DETERMINATION OF REALIZED TAX BENEFIT OR REALIZED TAX DETRIMENT
 Basis Adjustment Attributable to an Exchange
 Exchange Basis Schedule
 Generally Exchange Basis Schedule
 Amendments to Exchange Basis Schedule
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Tax Benefit Schedule
 Generally Tax Benefit Schedule
 Amendments to Tax Benefit Schedule
 9




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Amended Tax Benefit Schedule
 Applicable Principles
  10




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ARTICLE III  TAX BENEFIT PAYMENTS
 Payments
  Tax Benefit Payment
 increased by
   decreased by
   provided however
 11




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No Duplicative Payment
 Lump Sum Payment Lump Sum Present
Value Lump Sum Election Notice
    12




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ARTICLE IV  TERMINATION
 Early Termination
 Early Termination Notice Early Termination Notice
 Payment upon Early Termination
 13




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Breach of Agreement
 Unilateral Termination by KRH Unilateral Termination Notice
 ARTICLE V  SUBORDINATION AND LATE PAYMENTS
 Subordination
 Late Payments by the Corporation
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ARTICLE VI  ELECTION; NO DISPUTES; CONSISTENCY; COOPERATION
 Election to be Filed
 KRHs Participation In Tax Matters of the Corporation
 Consistency
 Cooperation
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ARTICLE VII  GENERAL PROVISIONS
 Notices
  st
  
   Reconciliation
 Reconciliation Dispute Expert
 16




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Withholding
 Submission to Jurisdiction; Waivers
 Amendments
 17




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Entire Agreement; No Third Party Beneficiaries
 Severability
 Successors Assignment
 provided however
     18




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Admission of the Corporation into a Consolidated Group
 Remedies; Specific Performance
 Counterparts
 Titles and Subtitles
 Governing Law
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RHI ENTERTAINMENT, INC.By:
    /s/ Henry S. HobermanName:
    Henry S. HobermanTitle:
    Executive Vice President KRH INVESTMENTS LLCBy:
    /s/ Henry S. HobermanName:
    Henry S. HobermanTitle:
    Executive Vice President RHI ENTERTAINMENT HOLDINGS II, LLCBy:
    /s/ Henry S. HobermanName:
    Henry S. HobermanTitle:
    Executive Vice President