RHI Entertainment, Inc. 12,500,000 Shares of Common Stock Underwriting AgreementRHI Entertainment, Inc. • May 30th, 2008 • Services-motion picture & video tape production • New York
RHI Entertainment, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (each, an “Underwriter” and, collectively, the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 12,500,000 shares of common stock, par value $ 0.01 per share, of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 1,875,000 shares of common stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of common stock of the Company to be outstanding after giving effect to the sale of the Shares are herein referred to as the “Stock”.
ContractRHI Entertainment, Inc. • May 30th, 2008 • Services-motion picture & video tape production • New York
AMENDMENT NO. 2 dated as of May 29, 2008 (this “Amendment”) to the Credit, Security, Guaranty and Pledge Agreement, dated as of January 12, 2006, as amended and restated as of April 13, 2007, among RHI Entertainment, LLC (the “Borrower”), the Guarantors referred to therein, the Lenders referred to therein and JPMorgan Chase Bank, N.A., as Issuing Bank and as Administrative Agent for the Lenders (the “Administrative Agent”) (as the same has been amended, supplemented or otherwise modified from time to time prior to this Amendment, the “Credit Agreement”).
CREDIT AGREEMENT Dated as of May 8, 2008 among RHI ENTERTAINMENT HOLDINGS, LLC as Borrower, THE LENDERS REFERRED TO HEREIN and JPMORGAN CHASE BANK, N.A. as Administrative Agent J.P. MORGAN SECURITIES INC. as Sole Bookrunner and Sole Lead ArrangerCredit Agreement • May 30th, 2008 • RHI Entertainment, Inc. • Services-motion picture & video tape production
