“1st Lien Amendment”
WHEREAS, the Lenders have made available to the Borrower certain credit facilities pursuant to the terms of
the Credit Agreement.
WHEREAS, the Borrower, Parent, the Guarantors, the Required Lenders and the Administrative Agent have
agreed to amend the Credit Agreement, on the terms and subject to the conditions hereinafter set forth.
NOW THEREFORE, the parties hereto hereby agree as follows:
SECTION 1. Defined Terms . Capitalized terms used herein and not otherwise defined herein shall have the
meaning given them in the Credit Agreement (for the avoidance of doubt, as amended by this Amendment).
SECTION 2. Amendments to the Credit Agreement Upon Amendment Effective Date . Subject to the
satisfaction of the conditions precedent set forth in Section 3 hereof:
(a) Section 1.1 of the Credit Agreement is hereby amended by deleting the final sentence appearing in clause
“C.” of the definition of “Eligible Receivables” and inserting in lieu thereof the following language:
“For the purposes hereof, “ Spot Rate ” shall mean the exchange rate of the applicable foreign currency
quoted in Dollars as of the end of the Business Day (either New York closing price or late New York
trading price) immediately preceding the relevant date of determination (1) as published by The Wall Street
Journal in print or online or (2) if, as of the relevant date of determination, The Wall Street Journal does not
publish such rate, by reference to a print or online publication of exchange rates reasonably satisfactory to
the Administrative Agent and the Borrower, and in any such case determined without reference to any
AMENDMENT NO. 3 dated as of November 11, 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 ”), Parent and
the Guarantors referred