TAX RECEIVABLE AGREEMENTTax Receivable Agreement • October 19th, 2007 • RHI Entertainment, Inc. • Services-motion picture & video tape production • Delaware
This TAX RECEIVABLE AGREEMENT (this “Agreement”) is dated as of [____], 2007, by and among RHI Entertainment, Inc., a Delaware corporation (the “Corporation”), RHI Entertainment Holdings II, LLC, a Delaware limited liability company (“Holdings II”) and KRH Investments LLC, a Delaware limited liability company (“KRH”).
RHI ENTERTAINMENT HOLDINGS II, LLC AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT DATED AS OF [ ], 2007Limited Liability Company Operating Agreement • October 19th, 2007 • RHI Entertainment, Inc. • Services-motion picture & video tape production • Delaware
This Amended and Restated Limited Liability Company Operating Agreement (this “Agreement”) of RHI Entertainment Holdings II, LLC, a Delaware limited liability company (the “Company”), is made and entered into as of [ ], 2007, by and among each of the parties hereto and amends and restates in full that certain Limited Liability Company Agreement of RHI Entertainment Holdings II, LLC, dated as of September 6, 2007.
DIRECTOR DESIGNATION AGREEMENTDirector Designation Agreement • October 19th, 2007 • RHI Entertainment, Inc. • Services-motion picture & video tape production • Delaware
THIS DIRECTOR DESIGNATION AGREEMENT dated as of [ ], 2007 (this “Agreement”), is entered into by and between RHI Entertainment, Inc., a Delaware corporation (“RHI Inc.”) and KRH Investments LLC, a Delaware limited liability company (“KRH”).
RHI Entertainment Holdings, LLC RHI Entertainment, LLCConsulting Agreement • October 19th, 2007 • RHI Entertainment, Inc. • Services-motion picture & video tape production • New York
In consideration of the Kelso Group’s providing the foregoing services, RHI Holdings or RHI will pay to Kelso (i) a fee of $6,000,000 in cash, which amount shall be paid on the Closing Date (as defined in the Purchase and Sale Agreement, dated as of November 29, 2005, by and among HEI Acquisition, LLC, Hallmark Entertainment, LLC and Hallmark Cards, Incorporated (the “Purchase Agreement”)), (ii) an annual advisory fee (the “Annual Advisory Fee”) of $600,000 payable quarterly in advance on January 1, April 1, July 1 and October 1 (or the first business day following each such date), provided that the first payment shall be due on the Closing Date (as defined in the Purchase Agreement) and shall be in an amount pro-rated for the period from the Closing Date to the end of the then current fiscal quarter and (iii) such other fees (which may include advisory fees or transaction-based fees) as the Board of Managers (including the affirmative vote of Robert Halmi Jr. or his successor) of RHI
CONFIDENTIAL DIGITAL VIDEO DOWNLOAD SALES AGREEMENTDigital Video Download Sales Agreement • October 19th, 2007 • RHI Entertainment, Inc. • Services-motion picture & video tape production • California
This Agreement (as hereinafter defined) is by and between Apple Inc. (“APPLE”), having its principal place of business at 1 Infinite Loop, Cupertino, California 95014, and RHI Entertainment Distribution, LLC (“SUPPLIER”), having its principal place of business at 1325 Avenue of the Americas, New York, New York 10019, and is entered into as of the date this Agreement set forth below and is effective once signed by both APPLE and SUPPLIER (the “Effective Date”).
CO-PRODUCTION AND DISTRIBUTION AGREEMENTCo-Production and Distribution Agreement • October 19th, 2007 • RHI Entertainment, Inc. • Services-motion picture & video tape production
THIS AGREEMENT (“Agreement”) is dated as of May 1, 2007 and is entered into between Genius Products, LLC, a Delaware limited liability company, whose principal office is located at 2230 Broadway, Santa Monica, California 90404 (“Genius”), and RHI Entertainment Distribution, LLC, 1325 Avenue of the Americas, 21st Floor, New York, NY 10019 (“RHI”). All capitalized terms not defined herein are defined in that certain Distribution Term Sheet Agreement entered into between Genius and RHI and dated as of November 9, 2006, as amended as of November 29, 2006 and as of December 21, 2006 (collectively, “Distribution Agreement”), certain portions of which are attached for reference hereto as Exhibit B.
