RHI ENTERTAINMENT HOLDINGS II, LLC AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT

Exhibit 10.1

RHI ENTERTAINMENT HOLDINGS II, LLC

AMENDED AND RESTATED
LIMITED LIABILITY COMPANY OPERATING AGREEMENT

DATED AS OF JUNE 23, 2008

TABLE OF CONTENTS

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY OPERATING AGREEMENT

OF
RHI ENTERTAINMENT HOLDINGS II, LLC

     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 June 23, 2008, 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.

RECITALS

      A. WHEREAS , On September 6, 2007, RHI Entertainment, Inc. (“ RHI Inc. ”), a Delaware corporation, formed the Company. RHI Inc. became the sole Member and Manager of the Company.

      B. WHEREAS , On June 18, 2008, RHI Entertainment Holdings, LLC changed its name to KRH Investments LLC (“ KRH ”).

      C. WHEREAS , The Company, RHI Inc. and KRH have entered into a Membership Unit Subscription Agreement, dated as of June 23, 2008 (the “ Subscription Agreement ”), pursuant to which the Company has agreed to issue Membership Units to RHI Inc. in exchange for the proceeds received from RHI Inc.’s Initial Public Offering and to issue Membership Units to KRH in exchange for the contribution of its interests in RHI Entertainment LLC, a Delaware limited liability company.

      D. WHEREAS , The respective board of directors of each of RHI Inc. and KRH have approved this Agreement.

           NOW, THEREFORE, The Members hereby duly adopt this Agreement pursuant to and in accordance with the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et seq .), as amended from time to time (the “ LLC Act ” ), and hereby agree as follows:

ARTICLE 1

DEFINITIONS

      1.1 Defined Terms . The following terms shall have the following meanings in this Agreement:

          “ Additional Contribution Amount ” has the meaning set forth in Section 3.4(d).

          “ Additional Equity Issuance ” means the issuance by RHI Inc. of any Equity Interests in RHI Inc.

          “ Adjusted Capital Account Balance ” means, with respect to any Member, the balance in such Member’s Capital Account after giving effect to the following adjustments: (a) debit to such Capital Account of the items described in Section l.704-1(b)(2)(ii)(d)(4), (5) and (6) of the Treasury Regulations, and (b) credit to such Capital Account, such Member’s share of Company Minimum Gain or Member Non-recourse Debt Minimum Gain or of any amount which such Member would be required to restore under this Agreement or otherwise. The foregoing definition of Adjusted Capital Account Balance is intended to comply with the provisions of Section l.704-1(b)(2)(ii)(d) of the Treasury Regulations and shall be interpreted consistently therewith.

          “ Affiliate ” means with respect to any Person, any other Person that directly or indirectly, through one or more intermediaries, Controls, is Controlled by or is under common Control with such Person. Notwithstanding the foregoing, (i) no Member shall be deemed an Affiliate of the Company, (ii) the Company shall not be deemed an Affiliate of any Member, and (iii) no partner or member of KRH, or any of such partner or member’s Affiliates (other than KRH and its Subsidiaries) shall be deemed an Affiliate of any Member or the Company or of RHI Inc.

          “ Amendment No. 1 to the Credit Agreement ” means Amendment No. 1, dated as of October 12, 2007, to the Credit Agreement.

          “ Amendment No. 2 to the Credit Agreement ” means Amendment No. 2, dated as of May 29, 2008, to the Credit Agreement, or with Majority Member Vote, any other agreement that defines “Tax Distribution”.

          “ Agreement ” has the meaning set forth in the preamble of this Agreement, as the same may be amended, supplemented or otherwise modified from time to time.

          “ Annual Business Plan ” means the annual business plan which sets out the strategy and action plans for the Company. This business plan may include any of the following: financial performance and forecasts, an outline of changes to be made to the Company, potential changes to the market, customers and competition, operating budgets, capital budgets, capital plan, objectives and goals for the year (including the planned production slate for the year), key performance indicators, issues or problems, any operational changes, and any changes to management and personnel.

          “ Applicable Tax Rate ” means (i) 41% or (ii) if, in the good faith determination of the Manager, the highest combined federal, state and local marginal rate applicable to corporate or individual taxpayers residing in New York City, New York, taking into account the deductibility of state and local income taxes for federal income tax purposes is increased, such appropriate higher rate, as determined by the Manager.

          “ Approved Plan ” means the Equity Incentive Plan in effect on the date of this Agreement.

          “ Available Cash ” means, at any given time, the amount of cash available for distributions determined by the Manager at such time after taking into account amounts believed by the Manager to be required to pay the operating and capital requirements of the business,

reserves of the business and after making adequate provision for Tax Distribution Amounts due or anticipated to become due.

          “ Beneficial Owner ” or “ beneficial owner ” (including, with correlative meanings, the terms “ beneficial ownership ” and “ beneficially owns ”) has the meaning attributed to it in Rules 13d-3 and 13d-5 under the Exchange Act, whether or not applicable, except that a Person shall be deemed to have Beneficial Ownership of all Units or Shares that any such Person has the right to acquire, whether such right is exercisable immediately or only after the passage of time or is exercisable only upon the occurrence of a subsequent condition; provided , further , that the provisions of Section 4.3 of this Agreement will also apply in calculating the beneficial ownership of Membership Units by KRH or a Permitted Transferee.

          “ Board ” or “ Board of Directors ” means the board of directors of the Manager, or the equivalent governing body if the Manager does not have a board of directors.

          “ Business Day ” means a day other than a Saturday, Sunday, federal holiday or other day on which commercial banks in New York, New York are authorized or required by law to close.

          “ Capital Account ” means the Capital Account maintained for each Member on the Company’s books and records in accordance with the following provisions:

(1) To each Member’s Capital Account there shall be added (a) such Member’s Capital Contributions, (b) such Member’s allocable share of Net Income and any items in the nature of income or gain that are specially allocated to such Member pursuant to Article 6 or other provisions of this Agreement and (c) the amount of any Company liabilities assumed by such Member or which are secured by any property distributed to such Member.

(2) From each Member’s Capital Account there shall be subtracted (a) the amount of (i) cash and (ii) the Gross Asset Value of any Company Assets (other than cash) distributed to such Member (other than any payment of principal and/or interest to such Member pursuant to the terms of a loan made by the Member to the Company) pursuant to any provision of this Agreement, (b) such Member’s allocable share of Net Losses and any other items in the nature of expenses or losses that are specially allocated to such Member pursuant to Article 6 or other provisions of this Agreement and (c) liabilities of such Member assumed by the Company or which are secured by any property contributed by such Member to the Company.

(3) In the event any Interest in the Company is Transferred in accordance with the terms of this Agreement, the transferee shall succeed to the Capital Account of the transferor to the extent it relates to the transferred Interest.

(4) In determining the amount of any liability for purposes of Paragraphs 1 and 2 of this definition, there shall be taken into account Code Section 752(c) and any other applicable provisions of the Code.

(5) The foregoing provisions and the other provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with Sections 1.704-1(b) and 1.704-2 of the Treasury Regulations and shall be interpreted and applied in a manner consistent with such sections of the Treasury Regulations. In the event that the Manager shall determine that it is prudent to modify the manner in which the Capital Accounts, or any additions or subtractions thereto, are computed in order to comply with such sections of the Treasury Regulations, the Manager may make such modification; provided, however, that it is not likely to have a material effect on the amounts distributable to any Member pursuant to Article 7 hereof upon the dissolution of the Company. The Manager shall also make (a) any adjustments that are necessary or appropriate to maintain equality between the Capital Accounts of the Members and the amount of Company capital reflected on the Company’s balance sheet, as computed for book purposes, in accordance with Section 1.704-1(b)(2)(iv)( q ) of the Treasury Regulations, and (b) any appropriate modifications in the event that unanticipated events might otherwise cause this Agreement not to comply with Section 1.704-1(b) or 1.704-2 of the Treasury Regulations.

          “ Capital Contribution ” means the total amount of cash and the agreed fair market value (net of all liabilities secured by such assets that the Company is considered to assume or take subject to under Section 752 of the Code) of all other assets contributed to the Company by a Member.

          “ Cash Amount ” means, with respect to any Membership Units subject to an Exchange pursuant to Article 9 hereof,, an amount of cash equal to the Deemed Partnership Interest Value attributable to such Membership Units.

          “ Cash Equivalents ” means any of the following denominated in U.S. Dollars: (i) marketable direct obligations issued or unconditionally guaranteed by the government of the United States or issued by any agency thereof and backed by the full faith and credit of the United States maturing within one year from the date of acquisition thereof; (ii) marketable direct obligations issued by any state of the United States or any political subdivision of any such state or any public instrumentality thereof maturing within one year from the date of acquisition thereof and, at the time of acquisition, having the highest rating obtainable from any of Standard & Poor’s Corporation or any successor rating agency (“ S&P ”) or Moody’s Investors Service, Inc. or any successor rating agency (“ Moody’s ”); (iii) commercial paper maturing not more than one year from the date of issuance thereof and, at the time of acquisition, having the highest rating obtainable from either S&P or Moody’s; (iv) time deposits, certificates of deposit or bankers’ acceptances, maturing not more than one year from the date of issuance thereof, of any commercial bank or trust company having capital and surplus in excess of $500,000,000 and the commercial paper of the holding company of which has the highest rating obtainable from either S&P or Moody’s; or (v) investments in money market funds complying with the risk limiting conditions of Rule 2a-7 or any successor rule of the Securities and Exchange Commission under the Investment Company Act of 1940, in each case provided in clauses (i), (ii), (iii) and (iv) above, maturing within one year from the date of acquisition.

          “ Certificate ” has the meaning set forth in Section 2.1(a) of this Agreement.

          “ Certificate of Incorporation ” means that certain Amended and Restated Certificate of Incorporation of RHI Inc., dated as of June 23, 2008.

          “ Change of Control ” means the occurrence of any of the following events (whether or not approved by the Board of Directors of RHI Inc.):

     (i) any Person or Group is or becomes the Beneficial Owner (other than a Permitted Holder), directly or indirectly, of RHI Inc.’s voting stock representing 50% or more of the total voting power of all outstanding voting stock of RHI Inc.;

     (ii) RHI Inc. consolidates with, or merges with or into, another entity or Person, or RHI Inc. sells, assigns, conveys, transfers, leases or 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 RHI Inc. 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 RHI Inc.; or

     (iv) the adoption of a plan of liquidation or dissolution of RHI Inc.

          “ Code ” means the Internal Revenue Code of 1986, as amended from time to time, or any successor statute. Any reference herein to a specific provision of the Code shall mean, where appropriate, the corresponding provision in any successor statute.

          “ Company ” has the meaning set forth in the preamble of this Agreement.

          “ Company Assets ” means all interests in real and personal property owned by the Company from time to time (including the assets of all disregarded entities owned by the Company), and shall include both tangible and intangible property (including cash).

          “ Company Minimum Gain ” has the meaning set forth in Sections 1.704-2(b)(2) and 1.704-2(d) of the Treasury Regulations for the phrase “partnership minimum gain.”

          “ Confidential Information ” has the meaning set forth in Section 10.3(a) of this Agreement.

          “ Continuing Director ” means, as of any date of determination, any member of the Board of Directors of the Company who was (1) a member of such Board of Directors on the date of the completion of the Initial Public Offering, (ii) nominated for election or elected to such Board of Directors with, or whose election to such Board of Directors was approved by the affirmative vote of, a majority of Continuing Directors who were members of such Board of

Directors at the time of such nomination or election or (iii) nominated by KRH pursuant to the Director Designation Agreement.

          “ Control ” (including the terms “ Controlled by ” and “ under common Control with ”), with respect to the relationship between or among two or more Persons, means the possession, directly or indirectly, of the power to direct or cause the direction of the affairs or management of a Person, whether through the ownership of voting Equity Interests, as trustee or executor, by contract or otherwise.

          “ Credit Agreement ” means the Credit, Security, Guaranty and Pledge Agreement, dated as of January 12, 2006, as amended and restated as of April 13, 2007 and as amended by Amendment No. 1 thereto, dated as of October 12, 2007, as further amended by Amendment No. 2 thereto, dated as of May 29, 2008, and as it may be thereafter amended, and, with Majority Member Vote, any replacement, additional or supplemental credit facility, loan agreement, indenture or debt obligation.

          “ Deemed Partnership Interest Value ” means, as of any date, the Deemed Value of the Membership Interests multiplied by the applicable Percentage Interest.

          “ Deemed Value of the Membership Interests ” means, as of any date, (i) the total number of outstanding Membership Units beneficially owned by the Manager as of the close of business on such date multiplied by the RHI Inc. Market Price determined as of such date of a Share, as adjusted for stock dividends and distributions, stock splits and subdivisions, reverse stock splits and combinations, distribution of warrants or options, distributions of evidences of indebtedness and investments (ii)  divided by the Percentage Interest of the Manager.

          “ Depreciation ” means, for each Fiscal Year or other period, an amount equal to the federal income tax depreciation, amortization or other cost recovery deduction allowable with respect to an asset for such year or other period, except that if the Gross Asset Value of an asset differs from its adjusted basis for federal income tax purposes at the beginning of such year or other period, Depreciation shall be an amount that bears the same ratio to such beginning Gross Asset Value as the federal income tax depreciation, amortization or other cost recovery deduction for such year or other period bears to such beginning adjusted tax basis; provided, however, that if the federal income tax depreciation, amortization or other cost recovery deduction for such year or other period is zero, Depreciation shall be determined with reference to such beginning Gross Asset Value using any reasonable method selected by the Manager.

          “ Dilutive Issuance ” means any Additional Equity Issuance by RHI Inc. other than (i) an Additional Equity Issuance where the total cash consideration received per Share (or to be received) by RHI Inc. upon issuance of Shares in such Additional Equity Issuance (or upon conversion or exercise of securities, options, warrants or rights issued in such Additional Equity Issuance) plus any applicable underwriters’ or brokers’ discount or commission is not less than the RHI Inc. Market Price as of a date not more than 5 trading days prior to the date of the Additional Equity Issuance, (ii) an underwritten offering not primarily directed to existing shareholders of RHI Inc. or their Affiliates where the price was determined by an investment banking firm of international repute, (iii) an Additional Equity Issuance resulting from the

exercise or conversion of securities, options, warrants or rights where the issuance of such securities, options, warrants or rights constituted an earlier Additional Equity Issuance that was not a Dilutive Issuance, (iv) any Additional Equity Issuance approved by KRH, or (v) any Additional Equity Issuance pursuant to the Equity Incentive Plan.

          “ Director Designation Agreement ” means the Director Designation Agreement, dated as of June 23, 2008, by and between RHI Inc. and KRH, as the same may be amended, supplemented or otherwise modified from time to time.

          “ Discount ” has the meaning set forth in Section 4.13.

          “ Economic Interest ” means a Person’s right to share in the Net Income, Net Losses, or similar items of, and to receive distributions from, the Company, but does not include any other rights of a Member including, without limitation, the right to vote or to participate in the management of the Company or, except as specifically provided in this Agreement or required under the LLC Act, any right to information concerning the business and affairs of the Company.

          “ Equity Incentive Plan ” means the RHI Inc. 2008 Equity Incentive Plan, as the same may be amended, supplemented, replaced, increased or otherwise modified from time to time.

          “ Equity Interests ” means, with respect to any Person, any and all shares, interests, participations or other equivalents (however designated, whether voting or non-voting) of capital stock, partnership interests (whether general or limited), limited liability company interests or equivalent ownership interests in or issued by, or interests, participations or other equivalents to share in the revenues or earnings of (except as provided in any service agreement that includes a revenue sharing component entered into in the ordinary course of business), such Person or securities convertible into, or exchangeable or exercisable for, such shares, interests, participations or other equivalents and options, warrants or other rights to acquire such shares, interests, participations or other equivalents; provided that discounts and rebates granted in the ordinary course of business shall not in any event constitute an Equity Interest.

          “ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended and the rules and regulations promulgated thereunder, as the same may be amended from time to time.

          “ Excess Non-recourse Liability ” has the meaning set forth in Section 1.752-3(a)(3) of the Treasury Regulations

          “ Exchange ” means the right to exchange Membership Units for Shares and/or cash pursuant to Article 9 hereof.

          “ Exchange Act ” means the Securities and Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, as the same may be amended from time to time.

          “ Exchange Date ” means the date on which an Exchange is effected.

          “ Exchange Right ” has the meaning set forth in Section 9.1(a) of this Agreement.

          “ Exchanged Units ” has the meaning set forth in Section 9.1(a) of this Agreement.

          “ Exchanging Member ” has the meaning set forth in Section 9.1(a) of this Agreement.

          “ Exchange Date ” has the meaning set forth in Section 9.1(a) of this Agreement.

          “ Exchange Notice ” has the meaning set forth in Section 9.1(a) of this Agreement.

          “ Fiscal Period ” means each fiscal quarter which shall consist of three Fiscal Months.

          “ Fiscal Year ” means the fiscal year of the Company ending on December 31st of each year.

          “ GAAP ” means generally accepted accounting principles in the United States in effect as of the relevant date on which GAAP is to be determined.

          “ Governmental Authority ” means any nation or government, any state or other political subdivision thereof, and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government.

          “ Gross Asset Value ” means, with respect to any asset of the Company, the asset’s adjusted basis for federal income tax purposes, except as follows:

(1) The initial Gross Asset Value of any asset contributed by a Member to the Company shall be the gross fair market value of such asset, as determined by the Manager and the contributing Member.

(2) The Gross Asset Values of all Company Assets immediately prior to the occurrence of any event described in Subparagraphs (a), (b), (c) or (d) of this Paragraph (2) shall be adjusted to equal their respective gross fair market values, as determined by the Manager using such reasonable method of valuation as it may adopt:

(a) the acquisition of an additional Interest in the Company by a new or existing Member, if the Manager reasonably determines that such adjustment is necessary or appropriate to reflect the relative Economic Interests of the Members in the Company;

(b) the distribution by the Company to a Member of more than a de minimis amount of Company Assets as consideration for an Interest in the Company, if the Manager reasonably determines that such adjustment is necessary or appropriate to reflect the relative Economic Interests of the Members in the Company;

(c) the liquidation of the Company within the meaning of Section 1.704-1(b)(2)(ii)( g ) of the Treasury Regulations; and

(d) at such other times as the Manager shall reasonably determine necessary or advisable in order to comply with Sections 1.704-1(b) and 1.704-2 of the Treasury Regulations.

(3) The Gross Asset Value of any Company Asset distributed to a Member shall be the gross fair market value of such asset on the date of distribution as determined by the Manager.

(4) The Gross Asset Values of Company Assets shall be increased (or decreased) to reflect any adjustments to the adjusted basis of such assets pursuant to Code Section 734(b) or Code Section 743(b), but only to the extent that such adjustments are taken into account in determining Capital Accounts pursuant to Section 1.704-1(b)(2)(iv)(m) of the Treasury Regulations; provided, however, that Gross Asset Values shall not be adjusted pursuant to this Paragraph (4) to the extent that the Manager reasonably determines that an adjustment pursuant to Paragraph (2) above is necessary or appropriate in connection with a transaction that would otherwise result in an adjustment pursuant to this Paragraph (4).

(5) If the Gross Asset Value of a Company Asset has been determined or adjusted pursuant to Paragraph (1), (2) or (4) of this definition, such Gross Asset Value shall thereafter be adjusted by the Depreciation taken into account with respect to such Company Asset for purposes of computing Net Income and Net Losses.

           “ Group ” has the meaning set forth in Section 13(d)(3) and Rule 13d-5 of the Exchange Act.

          “ Indebtedness ” means, with respect to any Person, at any date, without duplication, (i) all obligations of such Person for borrowed money, (ii) all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments issued by such Person, (iii) all obligations of such Person to pay the deferred purchase price for property or services, except trade accounts payable arising in the ordinary course of business and consistent with past practice, (iv) all reimbursement obligations of such Person in respect of letters of credit or other similar instruments, (v) all Indebtedness of others secured by any lien, encumbrance or mortgage on any asset of such Person, and (vi) all Indebtedness of others guaranteed (whether by virtue of partnership arrangements, by agreement to keep well, to purchase assets, goods, securities or services, to take-or-pay, or to maintain a minimum net worth, financial ratio or similar requirements, or otherwise) by such Person.

          “ Indemnitee ” has the meaning set forth in Section 4.14(a) of this Agreement.

          “ Independent Directors ” means any director of RHI Inc. that, if the RHI Inc. common stock is traded on the NASDAQ Global Market, satisfies the definition of an “independent director” set forth in the applicable rules in the Marketplace Rules of the NASDAQ Global Market, Inc., as such rules may be amended from time to time, or, if the RHI Inc.

common stock is then traded on a different exchange, such term shall mean any director of RHI Inc. that satisfies the definition of independent director according to the rules of such exchange.

          “ Initial Public Offering ” means the initial public offering of the Shares of common stock of RHI Inc. registered under the Securities Act of 1933, as amended.

          “ Intellectual Property ” means all U.S., state and foreign intellectual property, including but not limited to all (i) (a) patents, inventions, discoveries, processes and designs; (b) copyrights and works of authorship in any media; (c) trademarks, service marks, trade names, trade dress and other source indicators and the goodwill of the business symbolized thereby; (d) software; and (e) trade secrets and other confidential or proprietary documents, ideas, plans and information; (ii) registrations, applications and recordings related thereto; (iii) rights to obtain renewals, extensions, continuations or similar legal protections related thereto; and (iv) rights to bring an action at law or in equity for the infringement or other impairment thereof

          “ Interest ” means a limited liability company interest in the Company as provided in this Agreement and under the LLC Act and, in addition, any and all rights and benefits to which a Member is entitled under this Agreement, together with all obligations of such Person to comply with, and rights to benefit from, the terms and provisions of this Agreement.

          “ Joint Venture Agreements ” means, collectively, this Agreement, the Registration Rights Agreement, the Director Designation Agreement, the Subscription Agreement and the Tax Receivable Agreement.

          “ Joint Venture Purposes ” has the meaning set forth in Section 2.6(c) of this Agreement.

          “ KRH ” means KRH Investments LLC (formerly RHI Entertainment Holdings, LLC), a Delaware limited liability company, and a non-managing member of the Company.

          “ KRH Approval ” means the approval of KRH (which may be given or withheld in KRH’s sole discretion).

          “ KRH Approval Rights ” has the meaning set forth in Section 4.3 of this Agreement.

           “ Liabilities ” has the meaning set forth in Section 4.15(a) of this Agreement.

           “ Liquidator ” has the meaning set forth in Section 7.2 of this Agreement.

           “ LLC Act ” has the meaning set forth in the Recitals.

          “ Majority Member Vote ” means the affirmative vote of the Members holding a majority of the Membership Units in the Company plus the affirmative vote of KRH (only if KRH does not hold the majority of Membership Units).

           “ Manager ” has the meaning set forth in Section 4.1 of this Agreement.

          “ Member ” means each Person that becomes a member, as contemplated in this Agreement, of the Company in accordance with the provisions of this Agreement and has not ceased to be a Member as provided in Section 3.1(d) of this Agreement, and each of such Member’s transferees, if applicable.

          “ Member Information ” has the meaning set forth in Section 10.3(c) of this Agreement.

          “ Member Non-recourse Debt ” has the meaning set forth in Section 1.704-2(b)(4) of the Treasury Regulations for the phrase “partner nonrecourse debt.”

          “ Member Non-recourse Debt Minimum Gain ” means an amount, with respect to each Member Non-recourse Debt, equal to the Company Minimum Gain that would result if such Member Non-recourse Debt were treated as a Non-recourse Debt, determined in accordance with Section 1.704-2(i) of the Treasury Regulations with respect to “partner minimum gain.”

           “ Membership Unit ” means a Unit having the rights described in this Agreement.

          “ Membership Unit Purchase ” has the meaning set forth in Section 3.4 of this Agreement.

          “ Net Income ” or “ Net Losses ” means, for each Fiscal Year or other period, an amount equal to the Company’s taxable income or loss for such year or period determined in accordance with Code Section 703(a) (for this purpose, all items of income, gain, loss or deduction required to be stated separately pursuant to Code Section 703(a)(1) shall be included in taxable income or loss), with the following adjustments:

(1) Any income of the Company that is exempt from federal income tax and not otherwise taken into account in computing Net Income or Net Losses pursuant to this definition shall be added to such taxable income or loss;

(2) Any expenditure of the Company described in Code Section 705(a)(2)(B) or treated as Code Section 705(a)(2)(B) expenditures pursuant to Section 1.704-1(b)(2)(iv)(i) of the Treasury Regulations, and not otherwise taken into account in computing Net Income or Net Losses pursuant to this definition, shall be subtracted from such taxable income or loss;

(3) Gain or loss resulting from any disposition of Company Assets where such gain or loss is recognized for federal income tax purposes shall be computed by reference to the Gross Asset Value of the Company Assets disposed of, notwithstanding that the adjusted tax basis of such Company Assets differs from its Gross Asset Value;

(4) In lieu of the depreciation, amortization and other cost recovery deductions taken into account in computing such taxable income or loss, there shall be taken into account Depreciation for such Fiscal Year or other period;

(5) To the extent an adjustment to the adjusted tax basis of any asset included in Company Assets pursuant to Code Section 734(b) or Code Section 743(b) is required pursuant to Section 1.704-1(b)(2)(iv)( m )(4) of the Treasury Regulations to be taken into account in determining Capital Accounts as a result of a distribution other than in liquidation of a Member’s Interest, the amount of such adjustment shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases the basis of the asset) from the disposition of the asset and shall be taken into account for the purposes of computing Net Income and Net Losses;

(6) If the Gross Asset Value of any Company Asset is adjusted in accordance with Paragraph (2) or (3) of the definition of Gross Asset Value, the amount of such adjustment shall be taken into account in the Fiscal Year of such adjustment as gain or loss from the disposition of such asset for purposes of computing Net Income or Net Losses; and

(7) Notwithstanding any other provision of this definition, any items of Company income, gain, loss or deduction that are specially allocated pursuant to Article 6 hereof shall not be taken into account in computing Net Income or Net Losses. The amount of the items of Company income, gain, loss or deduction available to be specially allocated pursuant to Article 6 hereof shall be determined pursuant to rules analogous to those set forth in this definition.

          “ Nominating Committee ” means the nominating committee of the Board or any committee of the Board authorized to perform the function of nominating directors for the Board of RHI Inc.

          “ Non-recourse Debt ” means any Company liability to the extent that no Member or related person bears the economic risk of loss for such liability under Section 1.752-2 of the Treasury Regulations.

          “ Option Notice ” has the meaning set forth in Section 9.1(b) of this Agreement.

          “ Options ” means options, issued under the RHI Inc. 2008 Equity Incentive Plan, to acquire Shares or other equity equivalents of RHI Inc.

          “ Original Agreement ” has the meaning set forth in the Recitals of this Agreement.

          “ Outside Counsel ” means a law firm selected by the Manager and reasonably acceptable to KRH.

          “ Over-Allotment Option ” has the meaning set forth in Section 3.4(b) of this Agreement.

          “ Percentage Interest ” means, with respect to any Member at any time, the percentage represented by a fraction, the numerator of which is the number of Membership Units owned by such Member, and the denominator of which is the aggregate number of Membership

Units then outstanding, as shall be adjusted in accordance with Sections 3.4(d), 3.5 and 9.1, and as otherwise provided in this Agreement.

          “ Permitted Transferee ” means (i) in the case of any Member (other than RHI Inc.) and any Permitted Transferee of any Member (other than RHI Inc.), an Affiliate of such Member or Permitted Transferee, or (ii) in the case of KRH and any Permitted Transferee of KRH, a non-Affiliate of KRH or Permitted Transferee if more than 50% of the non-Affiliate’s general voting power is owned directly or indirectly through one or more entities that are the same entities that own 50% or more of the general voting power of the Ultimate Parent of KRH or if the Ultimate Parent of KRH, directly or indirectly through Subsidiaries, manages the affairs or investments of such non-Affiliate. RHI Inc. shall not have any Permitted Transferees.

          “ Person ” means any individual, corporation, limited liability company, partnership, trust, joint stock company, business trust, unincorporated association, joint venture, Governmental Authority or other entity or organization of any nature whatsoever or any Group of two or more of the foregoing.

          “ Proprietary Information ” means all Intellectual Property, including but not limited to information of a technological or business nature, whether written or oral and if written, however produced or reproduced, received by or otherwise disclosed to the receiving party from or by the disclosing party that is marked proprietary or confidential or bears a marking of like import, or that the disclosing party states is to be considered proprietary or confidential, or that a reasonable person would consider proprietary or confidential under the circumstances of its disclosure.

          “ Recapitalization ” has the meaning set forth in Section 3.4(d).

          “ Registration Rights Agreement ” means that certain registration rights agreement, dated as of June 23, 2008, by and between KRH and RHI Inc.

          “ Regulatory Allocations ” has the meaning set forth in Section 6.4(c) of this Agreement.

          “ Retraction Notice ” has the meaning set forth in Section 9.1(b) of this Agreement.

          “ Regulation S-K ” means Regulation S-K promulgated under the Exchange Act, as may be amended from time to time, and including any amendments or successor provisions.

          “ RHI Inc. ” has the meaning set forth in the Recitals of this Agreement.

          “ RHI Inc. Market Price ” means with respect to Shares, the per share closing price of the Shares on the applicable date (which shall be the trading day immediately prior to the Exchange Date with respect to an Exchange) on the national securities exchange or interdealer

quotation system on which such Shares are then traded or listed, as reported by the Wall Street Journal; provided that if the closing price is not reported by the Wall Street Journal for the applicable date, then the Market Value shall mean the closing price of the Shares on the Business Day immediately preceding such date on the national securities exchange or interdealer quotation system on which such Shares are then traded or listed, as reported by the Wall Street Journal; provided further, that if the Shares are not then listed on a national securities exchange or interdealer quotation system, “RHI Inc. Market Value” shall mean the fair market value of the Shares, as determined by KRH in good faith.

          “ Section 704(c) Property ” means any asset of the Company if the Carrying Value of such asset differs from its adjusted tax basis.

          “ Shares ” means the shares of common stock, par value $ 0.01 per share, of RHI Inc.

           “ Subscription Agreement ” has the meaning set forth in the Recitals of this Agreement.

          “ Subsidiary ” means, with respect to any Person, (i) a corporation a majority of whose capital stock with the general voting power under ordinary circumstances to vote in the election of directors of such corporation (irrespective of whether or not, at the time, any other class or classes of securities shall have, or might have, voting power by reason of the happening of any contingency) is at the time beneficially owned by such Person, by one or more Subsidiaries of such Person or by such Person and one or more Subsidiaries thereof or (ii) any other Person (other than a corporation), including a joint venture, a general or limited partnership or a limited liability company, in which such Person, one or more Subsidiaries thereof or such Person and one or more Subsidiaries thereof, directly or indirectly, at the date of determination thereof, beneficially own at least a majority ownership interest entitled to vote in the election of directors, managers or trustees thereof (or other Persons performing such functions) or act as a general partner or managing member of such other Person.

          “ Tax Distribution Amount ” means, with respect to any period and with respect to any Member, the product of (i) the Applicable Tax Rate, times (ii) the estimated or actual taxable income of the Company, as determined for federal income tax purposes (and without regard for any adjustments pursuant to Section 754 of the Code), allocable to such Member pursuant to this Agreement for the period to which the Tax Distribution Amount relates, less prior losses of the Company, as determined for federal income tax purposes, allocable to such Member pursuant to this Agreement to the extent not previously taken into account in determining the Tax Distribution Amount of such Member and to the extent utilizable by the Members, as determined by the Manager and approved by KRH.

          “ Tax Matters Member ” has the meaning set forth in Section 6.2 of this Agreement.

          “ Tax Receivable Agreement ” means the Tax Receivable Agreement, dated as of June 23, 2008, by and among the Company, RHI Inc., and KRH, as the same may be amended, supplemented or otherwise modified from time to time.

          “ Total Membership Units Outstanding Immediately Prior To Issuance ” means, with respect to an Additional Equity Issuance, the total number of Membership Units outstanding immediately prior to the Additional Equity Issuance, without giving effect to any issuances or adjustments under Section 3.4(d) and without including any Membership Units that

are issuable upon conversion or exercise of any securities, options, warrants or rights to acquire Membership Units.

          “ Trading Day ” means a day on which the principal United States securities exchange on which RHI Inc. common stock is listed or admitted to trading, or the NASDAQ Global Market if RHI Inc. common stock is not listed or admitted to trading on any such securities exchange, as applicable, is open for the transaction of business (unless such trading shall have been suspended for the entire day).

          “ Transfer ” (including the terms “ Transferred ” and “ Transferring ”) means to sell, transfer, give, exchange, bequest, assign, pledge, encumber, hypothecate or otherwise dispose of, either voluntarily or involuntarily (including upon the foreclosure under any pledge or hypothecation that results in a change of title), any Equity Interests in the Company.

          “ Transferring Member ” has the meaning set forth in Section 8.1(a) of this Agreement.

          “ Treasury Regulations ” means the federal income tax regulations, including any temporary regulations, promulgated under the Code, as such Treasury Regulations may be amended from time to time. Any and all references herein to specific provisions of the Treasury Regulations shall be deemed to refer to any corresponding successor provisions.

          “ Ultimate Parent ” means Kelso Interco VII, LLC, KEP VI AIV, LLC, any investment fund managed by Kelso & Company L.P. or any affiliate of Kelso & Company L.P. or any of their respective Subsidiaries or any successors thereto.

          “ Underwriters ” means registered brokers and dealers that have entered into underwriting agreements with RHI Inc. and that subscribe for and purchase Units from RHI Inc., and “Underwriter” means any one of them.

          “ Underwriting Agreement ” means that certain underwriting agreement, dated as of June 17, 2008, by and between RHI Inc. and the underwriters for the Initial Public Offering.

          “ Unit ” means a fractional share of the Interests of all Members issued in accordance with the terms of this Agreement. The number of Units outstanding and the holders thereof shall be set forth on Exhibit A , as such may be amended from time to time in accordance with this Agreement.

          “ Wholly Owned Subsidiary ” of any Person means a Subsidiary which is 100% owned directly or indirectly by such Person.

      1.2 Other Definitional Provisions; Interpretation .

          (a) The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement will refer to this Agreement as a whole, including the Exhibits and Schedules attached hereto, and not to any particular provision of this Agreement. Articles, section and subsection references are to this Agreement unless otherwise specified.

          (b) The words “include” and “including” and words of similar import when used in this Agreement shall be deemed to be followed by the words “without limitation”.

          (c) The titles and headings in this Agreement are included for convenience of reference only and will not limit or otherwise affect the meaning or interpretation of this Agreement.

          (d) The meanings given to capitalized terms defined herein will be equally applicable to both the singular and plural forms of such terms. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms.

ARTICLE 2

FORMATION

      2.1 Formation; Qualification .

          (a) A Certificate of Formation of the Company (the “ Certificate ”) has been executed by an authorized person and was filed with the Secretary of State of the State of Delaware on September 6, 2007, to form on such date the Company as a limited liability company pursuant to the LLC Act. The rights, duties and liabilities of the Members shall be as provided in the LLC Act, except as otherwise provided in this Agreement.

          (b) The Company shall be qualified or registered under foreign limited liability company statutes or assumed or fictitious name statutes or similar laws in any jurisdiction in which the Company owns property or transacts business to the extent, in the judgment of the Manager such qualification or registration is necessary or advisable in order to protect the limited liability of the Members or to permit the Company lawfully to own property or transact business. The Manager shall, to the extent necessary in the judgment of the Manager, maintain the Company’s good standing in each such jurisdiction.

          (c) The Manager and any Person to whom the Manager delegates authority under this Agreement shall be an “authorized person” within the meaning of § 18-204(a) of the LLC Act, and shall have the power and authority to execute, file and publish any certificates, notices, statements or other documents (and any amendments or restatements thereof) necessary to permit the Company to conduct business as a limited liability company in each jurisdiction where the Company elects to do business.

      2.2 Name . The name of the limited liability company formed by the filing of the Certificate is “RHI Entertainment Holdings II, LLC”. However, the business of the Company may be conducted upon compliance with all applicable laws under any other name designated by the Manager.

      2.3 Term . The term of the Company has commenced as of the date of filing the Certificate and will continue in perpetuity; provided that the Company may be dissolved in accordance with the provisions of this Agreement or by the LLC Act.

      2.4 Headquarters Office . The Company’s headquarters office shall initially be located in New York, New York. The Manager may determine to open, close or move any office at any time in its absolute discretion.

      2.5 Registered Agent and Office . The address of the Company’s registered office in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808 in the County of New Castle. The name of the Company’s registered agent at such address is Corporation Service Company. The Manager may at any time designate another registered agent or registered office or both.

      2.6 Purposes . The purpose of the Company is to:

          (a) hold the 100% ownership interest in RHI Entertainment LLC;

          (b) manage the business and operations of RHI Entertainment LLC and its Subsidiaries; and

          (c) engage in all activities and transactions in connection with, in support of or furtherance of the foregoing purposes (collectively, the “ Joint Venture Purposes ”).

      2.7 Powers . The Company shall have the power and authority to take any and all actions necessary, appropriate, desirable, advisable, incidental or convenient to, or for the furtherance of, the Joint Venture Purposes, alone or with other Persons.

ARTICLE 3

MEMBERS AND INTERESTS

      3.1 Members .

          (a) Upon the execution of this Agreement, KRH shall be admitted to the Company as a Member in addition to RHI Inc. Following the Membership Unit Purchase, RHI Inc. and KRH shall be deemed to own the number of Membership Units specified in Exhibit A opposite each of their names. If the Over-Allotment Option is exercised, the number of Membership Units of RHI Inc. on Exhibit A shall be increased by the same number that is the number of Shares sold in the Over-Allotment Option.

          (b) Exhibit A hereto contains the name, address, capital contributions, including the fair market value of all capital contributions and number of Membership Units owned by each Member as of the date hereof following the Membership Unit Purchase and, if exercised, the Over-Allotment Option. The Company shall revise Exhibit A (i) from time to time to reflect the issuance, conversion or Transfer of Units in accordance with the terms of this Agreement and other modifications to or changes in the information set forth therein, and (ii) in accordance with Sections 3.4(d), 3.5 and 9.1. Any amendment or revision to Exhibit A or to the Company’s records as contemplated by this Agreement to reflect information regarding Members or under Section 3.4(d), 3.5 or 9.1 shall be deemed to amend this Agreement, but shall not require the approval of the Manager or any Member.

          (c) One or more additional Persons may be admitted as a Member of the Company only upon (i) an issuance of Units pursuant to Section 3.5 or a Transfer of Units pursuant to Article 8, and (ii) the execution and delivery by such Person of a counterpart to this Agreement or other written agreement, in a form satisfactory to the Manager, to be bound by all the terms and conditions of this Agreement. Upon such execution, the Company shall amend Exhibit A and shall amend this Agreement as the Manager may reasonably determine is necessary, to reflect the admission of such Person as a Member and such other information of such Person as indicated in Exhibit A . Unless admitted to the Company as a Member as provided in this Section 3.1 or Section 8.2, no Person is, or will be considered to be, a Member.

          (d) Subject to the other provisions of this Section 3.1 and Section 8.2, each Person that holds one or more Units in compliance with the terms of this Agreement shall be a Member. A Member will cease to be a Member when such Person ceases to own any Units in the Company, in which case Exhibit A shall be amended to reflect that such Person is no longer a Member.

          (e) Except as provided in the LLC Act, in no event shall any Member (or any former Member), by reason of its status as a Member (or former Member), have any liability for (i) the debts, duties or any other obligations of the Company, (ii) the repayment of any Capital Contribution of any other Member or (iii) any act or omission of any other Member.

          (f) If KRH and one or more of its transferees (which have the rights and powers of KRH under Section 8.2(c)) hold Membership Units in the Company at the same time, KRH and such transferees shall designate one of them to act on behalf of all of them and vote all of their Membership Units with respect to any matter requiring approval of KRH.

      3.2 Meeting of Members .

          (a) Annual Meeting . Subject to Section 3.2(g), an annual meeting of Members shall be held on such date and at such time as (i) shall be designated from time to time by the Manager, but no less often than once during each calendar year, and (ii) stated in the notice of the meeting, at which meeting the Members entitled to vote shall transact such business as may properly be brought before the meeting. At each annual meeting of the Members (i) the Manager shall discuss the matters and affairs of the Company, and (ii) the Members shall address such other matters as may be raised at the meeting by any Member or Manager.

          (b) Special Meetings . A special meeting of Members, for any purpose or purposes, may be called by the Manager and shall be called by the Manager upon the receipt by the Manager of the written request of any other Member. Such request shall state the purpose or purposes of the proposed meeting.

          (c) Place and Conduct of Meetings . Meetings of the Members shall be held at such time and place, either within or without the State of Delaware, as shall be designated from time to time by the Manager and stated in the notice of the meeting or in a duly executed waiver of notice thereof. All meetings shall be conducted by such Person as the Manager may appoint pursuant to such rules for the conduct of the meeting as the Manager or such other Person deems

appropriate. Such meetings may be held in person, by teleconference or by any other reasonable means, in each case at the discretion of the Manager.

          (d) Notice of Meetings . Written notice of an annual meeting or special meeting stating the place, date, and hour of the meeting and in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be given not less than five calendar days nor more than 30 calendar days before the date of the meeting to each Member entitled to vote at such meeting, unless waived by each such Member.

          (e) Quorum . The presence of both (a) the holders of a majority of all the Membership Units then issued and outstanding and entitled to vote thereat and (b) KRH, whether in person or represented by a valid written proxy, shall constitute a quorum at all meetings of the Members for the transaction of business. If, however, such quorum shall not be present or represented at any meeting of the Members, the Members entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented.

          (f) Voting . Except as otherwise expressly provided for in this Agreement, all matters submitted to the vote of the Company shall be decided by a majority vote of the directors of RHI Inc. Such votes may be cast in person or by valid written proxy, but no proxy shall be voted after three years from its date, unless such proxy provides for a longer period.

          (g) Action by Consent . Any consent required herein or action required to be taken at any annual or special meeting, or any action which may be taken at any annual or special meeting, may be taken without a meeting, without a vote, without prior written notice and with a consent or consents in writing signed by Members who are holders of Membership Units having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all Membership Units entitled to vote thereon were present and voted. Prompt notice of the taking of the action without a meeting by less than unanimous written consent shall be given to those Members who are holders of Membership Units and who have not consented in writing; provided that the failure to give any such notice shall not affect the validity of the action taken by such written consent.

      3.3 Certain Duties and Obligations of the Members . Except as otherwise provided in this Agreement, the Company shall not be classified as anything other than a partnership for income tax purposes and shall be a partnership only for income tax purposes and this Agreement shall not be deemed to create a partnership, joint venture, agency or other relationship among the Members creating fiduciary or quasi-fiduciary duties or similar duties and obligations or to subject the Members to joint and several or vicarious liability or to impose any duty, obligation or liability that would arise therefrom with respect to any or all of the Members or their Affiliates for any other purposes. Except as otherwise provided in this Agreement, no Member shall have any authority to act for, bind, commit or assume any obligation or responsibility on behalf of the Company, its properties or any other Member. No Member, in its capacity as a Member under this Agreement, shall be responsible or liable for any indebtedness or obligation of another Member. The Company shall not be responsible or liable for any indebtedness or obligation of any Member, incurred either before or after the execution and delivery of this Agreement by

such Member, except as to those responsibilities, liabilities, indebtedness or obligations incurred pursuant to and as limited by the terms of this Agreement and the LLC Act.

      3.4 Units .

          (a) Membership Unit Purchase . In connection with the execution of this Agreement: (i) RHI Inc. is making its required Capital Contribution to the Company as set forth in the Subscription Agreement and, in exchange for RHI Inc.’s Capital Contribution, the Company is issuing a number of Membership Units to RHI Inc. equal to the number of Shares sold in the Initial Public Offering; and (ii) KRH is making its required Capital Contribution to the Company as set forth in the Subscription Agreement and, in exchange for KRH’s Capital Contribution, the Company is issuing a number of Membership Units to KRH as set forth in the prospectus for the Initial Public Offering (the Company’s issuance of Membership Units to RHI Inc, and KRH, collectively, the “ Membership Unit Purchase ”).

          (b) Over-Allotment Option . Pursuant to the terms of the Subscription Agreement, the Company has agreed to sell to RHI Inc. a number of Membership Units equal to the number of Shares sold to the Underwriters pursuant to the Underwriters’ option to purchase additional Shares under the Underwriting Agreement (the “ Over-Allotment Option ”) in exchange for RHI Inc.’s contribution of the proceeds of such Over-Allotment Option.

          (c) Membership Units . The Membership Units shall consist of equal whole, fractional units into which Interests in the Company shall be divided. Th