TAX RECEIVABLE AGREEMENT

Exhibit 10.2

TAX RECEIVABLE AGREEMENT

          This TAX RECEIVABLE AGREEMENT (this “ Agreement ”) is dated as of June 23, 2008, 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 ”).

RECITALS:

          WHEREAS, pursuant to that certain Membership Unit Subscription Agreement, dated as of the date hereof, by and among the Corporation, KRH and Holdings II, Holdings II will issue to the Corporation membership interests in Holdings II (“ Interests ”) in exchange for a cash purchase price of $176,242,500 (the “ Original Issue ”) and Holdings II will issue Interests to KRH in exchange for the contribution of its interests in RHI Entertainment LLC, a Delaware limited liability company.

          WHEREAS, pursuant to that certain Limited Liability Company Agreement of Holdings II, dated as of the date hereof (the “ LLC Agreement ”), by and between the Corporation and KRH, KRH has the right under certain circumstances to exchange Interests for (i) cash, (ii) shares of common stock of the Corporation, par value $0.01 per share (the “ Shares ”) or (iii) a combination of cash and Shares (an “ Exchange ”);

          WHEREAS, Holdings II and any direct or indirect subsidiary (owned through a chain of pass-through entities) of Holdings II that is treated as a partnership for U.S. federal income tax purposes (together with Holdings II and any direct or indirect subsidiary (owned through a chain of pass-through entities) of Holdings II that is treated as a disregarded entity for U.S. federal income tax purposes, the “ Holdings II Group ”) will have in effect an election under Section 754 of the Code (as defined herein) for the Taxable Year (as defined herein) in which any Exchange occurs, which election will result in an adjustment to the Corporation’s share of the tax basis of the assets owned by the Holdings II Group as of the date of the Exchange, with a consequent result on the taxable income subsequently derived therefrom; and

          WHEREAS, the parties to this Agreement desire to provide for certain payments and make certain arrangements with respect to any tax benefits to be derived by the Corporation as the result of Exchanges and the receipt of payments under this Agreement, as contemplated by the LLC Agreement.

          NOW, THEREFORE, in consideration of the foregoing and the respective covenants and agreements set forth herein, and intending to be legally bound hereby, the parties hereto agree as follows:

ARTICLE I
DEFINITIONS

          As used in this Agreement, the terms set forth in this Article I shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined). Capitalized terms used herein and not otherwise defined shall have the respective meanings ascribed to such terms in the LLC Agreement.

          “ Advisory Firm ” means an accounting or law firm that is nationally recognized as being expert in Covered Tax matters and not an Affiliate of the Corporation, selected by the Corporation.

          “ Advisory Firm Letter ” means a letter from the Advisory Firm stating that the relevant schedule, notice or other information to be provided by the Corporation to KRH and all supporting schedules and work papers were prepared in a manner consistent with the terms of this Agreement and, to the extent not expressly provided in this Agreement, on a reasonable basis in light of the facts and law in existence on the date such schedule, notice or other information is delivered to KRH.

          “ Affiliate ” means, with respect to a specified Person, any other Person which, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with such specified Person. For purposes of this definition, “control” of any Person means possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting capital stock, by contract or otherwise.

          “ Agreement ” is defined in the preamble.

          “ Amended Tax Benefit Schedule ” is defined in Section 2.3(b) of this Agreement.

          “ Assumed Tax Liability ” means the actual liability for Covered Taxes of the Corporation.

          “ Bankruptcy Code ” means Title 11 of the United States Code (11 U.S.C. § 101 et seq.), as amended from time to time.

          “ Basis Adjustment ” means the increase or decrease to the tax basis of, or the Corporation’s share of the tax basis of, the Holdings II Group’s assets under Sections 732, 734(b), 743(b), 754 and/or 1012 of the Code and the comparable sections of U.S. state and local income and franchise tax law as a result of any (i) Exchange and (ii) payments under this Agreement.

          “ Beneficial Owner ” of a security means a Person who directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of, such security and/or (ii) investment power, which includes the power to dispose, or to direct the disposition of, such security. The term “ Beneficially Own ” shall have a correlative meaning.

          “ Business Day ” means any calendar day that is not a Saturday, Sunday or other calendar day on which banks are required or authorized to be closed in the City of New York.

          “ Change of Control ” means the occurrence of any of the following events (whether or not approved by the board of directors of the Corporation):

          “ Code ” means the Internal Revenue Code of 1986, as amended (or any successor U.S. federal income tax statute and the corresponding provisions thereof).

          “ Continuing Directors ” means, as of any date of determination, any member of the board of directors of the Corporation who was (1) a member of such board of directors at the time of the Original Issue, (2) 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 (3) nominated by KRH pursuant to the Director Designation Agreement.

          “ Corporation ” is defined in the preamble.

          “ Covered Tax ” means any tax imposed under Subtitle A of the Code or any other provision of U.S. federal income tax law (including, without limitation, the taxes imposed by Sections 11, 55, 59A, and 1201(a) of the Code) and U.S. state and local income and franchise taxes.

          “ Covered Taxable Year ” means any Taxable Year of the Corporation ending before or including an Early Termination Date or a Unilateral Termination Date.

          “ Covered Taxes ” means every Covered Tax.

          “ Designated Director ” means any Person designated for nomination to the board of directors of the Corporation by KRH pursuant to the Director Designation Agreement.

          “ Determination ” shall have the meaning ascribed to such term in Section 1313(a) of the Code or similar provision of U.S. state or local income or franchise tax law, as applicable.

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

          “ Early Termination Date ” is the last day of the Taxable Year in which an Early Termination Notice is given.

          “ Early Termination Notice ” is defined in Section 4.2 of this Agreement.

          “ Early Termination Payment ” means, as of the date of an Early Termination Notice, a payment equal to the present value, discounted at the Termination Rate, of all Tax

Benefit Payments that would be required to be paid by the Corporation beginning from the Early Termination Date assuming the Valuation Assumptions are applied.

          “ Exchange ” is defined in the recitals.

          “ Exchange Act ” means the Securities Exchange Act of 1934, as amended.

          “ Exchange Assets ” means the assets owned by the Holdings II Group as of an applicable Exchange Date (and any asset whose tax basis is determined, in whole or in part, by reference to the adjusted basis of any such asset).

          “ Exchange Basis Schedule ” is defined in Section 2.2(a) of this Agreement.

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

          “ Expert ” is defined in Section 7.2(a) of this Agreement.

          “ Governmental Entity ” means any U.S. federal, state or local government or any court of competent jurisdiction, administrative agency or commission or other domestic governmental authority or instrumentality.

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

          “ Holdings II ” is defined in the preamble.

          “ Holdings II Group ” is defined in the recitals.

          “ Hypothetical Tax Basis ” means, with respect to any asset at any time, the tax basis that such asset would have at such time if no Basis Adjustment had been made as a result of any Exchanges and payments under this Agreement.

          “ Hypothetical Tax Liability ” means, with respect to any Covered Taxable Year, the liability for Covered Taxes of the Corporation that hypothetically would arise using the same methods, elections, conventions and similar practices used on the actual Tax Returns of the Corporation, but using the Hypothetical Tax Basis instead of the actual tax basis of each relevant asset and excluding any deduction attributable to the Imputed Interest.

          “ Imputed Interest ” means the portion of a payment treated as interest under Section 1272, 1274 or 483 or other provision of the Code and the similar section of the applicable U.S. state or local income or franchise tax law with respect to the Corporation’s payment obligations under this Agreement.

          “ Interests ” is defined in the recitals.

          “ IRS ” means the U.S. Internal Revenue Service.

          “ Kelso ” means Kelso & Company L.P., Kelso Investment Associates VII, L.P., KEP VI, 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.

          “ KRH ” is defined in the preamble.

          “ LIBOR ” means, for each month (or portion thereof) during any period, an interest rate per annum equal to the rate per annum reported on the date two days prior to the first day of such month on the Telerate Page 3750 (or if such screen shall cease to be publicly available, as reported on Reuters Screen page “LIBO” or by any other publicly available source

of such market rate) for London interbank offered rates for U.S. dollar deposits due on the last day of such month (or portion thereof).

          “ LLC Agreement ” is defined in the recitals.

          “ Lump Sum Election Notice ” is defined in Section 3.3(a).

          “ Lump Sum Present Value ” is defined in Section 3.3(a).

          “ Market Value ” means with respect to Shares, the closing price of the Shares on the applicable Exchange 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 that if the closing price is not reported by the Wall Street Journal for the applicable Exchange Date, then the Market Value shall mean the closing price of the Shares on the Business Day immediately preceding such Exchange 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, “Market Value” shall mean the fair market value of the Shares, as determined by KRH in good faith. “Market Value” with respect to assets other than Shares shall mean the fair market value of such assets as determined by KRH in good faith.

          “ Material Breach ” means a breach by the Corporation of any of its material obligations under this Agreement (including as a result of failure to make any payment when due, failure to honor any other material obligation required hereunder or by operation of law as a result of the rejection of this Agreement in a case commenced under the Bankruptcy Code). For these purposes, the parties agree that the failure to make any payment due pursuant to this Agreement within three months of the date such payment is due shall be deemed a Material Breach, and that it will not be considered a Material Breach to make a payment due pursuant to this Agreement within three months of the date such payment is due.

          “ Membership Units Subscription Agreement” is defined in the recitals.

          “ Original Issue ” is defined in the recitals.

          “ Original Issue Date ” means the date on which the Original Issue is effected.

          “ Permitted Holder ” means KRH, Kelso or any person controlled by KRH or Kelso.

          “ Person ” means and includes any individual, firm, corporation, partnership (including, without limitation, any limited, general or limited liability partnership), company, limited liability company, trust, joint venture, association, joint stock company, unincorporated organization or similar entity or Governmental Entity.

          “ Proceeding ” means a suit, action or proceeding relating to this Agreement.

          “ Realized Tax Benefit ” means, for a Covered Taxable Year, the excess, if any, of the Hypothetical Tax Liability over the Assumed Tax Liability for such Covered Taxable Year, less the fees, charges and expenses of the Advisory Firm and the Expert related to this Agreement paid by the Corporation (excluding, for the avoidance of doubt, costs and expenses of KRH for which the Corporation reimburses KRH pursuant to the second sentence of Section 7.2(b) and costs and expenses of the Corporation borne by the Corporation pursuant to the second sentence of Section 7.2(b)) in the relevant Covered Taxable Year. If all or a portion of

the Assumed Tax Liability for the Covered Taxable Year arises as a result of an adjustment pursuant to an audit by a Taxing Authority of any Covered Taxable Year, such adjustment to the liability shall not be included in determining the Realized Tax Benefit unless and until there has been a Determination.

          “ Realized Tax Detriment ” means, for a Covered Taxable Year, the excess, if any, of the Assumed Tax Liability over the Hypothetical Tax Liability for such Covered Taxable Year, plus the fees, charges and expenses of the Advisory Firm and the Expert related to this Agreement paid by the Corporation (excluding, for the avoidance of doubt, costs and expenses of KRH for which the Corporation reimburses KRH pursuant to the second sentence of Section 7.2(b) and costs and expenses of the Corporation borne by the Corporation pursuant to the second sentence of Section 7.2(b)) in the relevant Covered Taxable Year. If all or a portion of the Assumed Tax Liability for the Covered Taxable Year arises as a result of an audit by a Taxing Authority of any Covered Taxable Year, such adjustment to the liability shall not be included in determining the Realized Tax Detriment unless and until there has been a Determination.

          “ Reconciliation Dispute ” is defined in Section 7.2(a).

          “ Reconciliation Procedures ” means those procedures set forth in Section 7.2 of this Agreement.

          “ Registrable Securities ” means the Shares and any other securities issued or issuable with respect to or in exchange for the Shares. As to any particular Registrable Securities, such Shares and any other securities issued or issuable with respect to or in exchange for the Shares shall cease to be Registrable Securities when (i) a registration statement with respect to the sale of such Shares and any other securities issued or issuable with respect to or in exchange for the Shares shall have become effective under the Securities Act and such Shares and any other securities issued or issuable with respect to or in exchange for the Shares shall have been disposed of in accordance with such registration statement, (ii) such Shares and any other securities issued or issuable with respect to or in exchange for the Shares shall have been distributed to the public pursuant to Rule 144 of the Securities Act, or (iii) such Shares and any other securities issued or issuable with respect to or in exchange for the Shares shall have ceased to be outstanding.

          “ Registration Rights Agreement ” means that certain Registration Rights Agreement, dated June 23, 2008, by and between KRH and the Corporation.

          “ Senior Obligations ” means principal, interest or other amounts due and payable in respect of any debt or guarantee of the Corporation for borrowed funds.

          “ Shares ” is defined in the recitals.

          “ Securities Act ” means the Securities Act of 1933, as amended.

          “ Tax Benefit Payment ” is defined in Section 3.1(b) of this Agreement.

          “ Tax Benefit Schedule ” is defined in Section 2.3(a) of this Agreement.

          “ Tax Return ” means any return or filing required to be made with respect to Covered Taxes, including amended returns, for any Taxable Year with any Taxing Authority.

          “ Taxable Year ” means a taxable year as defined in Section 441(b) of the Code or comparable section of U.S. state or local income or franchise tax law, as applicable (and, therefore, for the avoidance of doubt, may include a period of less than 12 months for which a Tax Return is made).

          “ Taxing Authority ” means the IRS and any state or local Governmental Entity responsible for the administration of any Covered Tax.

          “ Termination Rate ” means the lesser of (i) 7.0% and (ii) LIBOR plus 150 basis points.

          “ Treasury Regulations ” means the final, temporary and proposed regulations under the Code promulgated from time to time (including corresponding provisions of succeeding provisions) as in effect for the relevant time.

          “ Unilateral Termination Date ” is defined in Section 4.5 of this Agreement.

          “ Unilateral Termination Notice ” is defined in Section 4.5 of this Agreement.

          “ Valuation Assumptions ” means as of any Valuation Date, the assumptions that:

          “ Valuation Date ” means the date of an Early Termination Notice for purposes of determining an Early Termination Payment.

ARTICLE II
DETERMINATION OF REALIZED TAX BENEFIT OR REALIZED TAX DETRIMENT

          Section 2.1 Basis Adjustment Attributable to an Exchange . Pursuant to an Exchange, KRH has the right to exchange Interests for cash, Shares or a combination of cash and Shares. The parties hereto acknowledge that the Corporation’s share of the basis in the Exchange Assets shall be increased by the excess, if any, of (A) the sum of (x) the Market Value of Shares, cash or other consideration transferred to KRH pursuant to the Exchange as payment for Interests, (y) the amount of payments made pursuant to this Agreement with respect to such Exchange and (z) the amount of liabilities allocated to the Interests acquired pursuant to the Exchange, over (B) the Corporation’s proportionate share of the basis of the Exchange Assets immediately after the Exchange attributable to the Interests exchanged, determined as if each member of the Holdings II Group remains in existence as an entity for tax purposes and no member of the Holdings II Group made the election provided by Section 754 of the Code. For the avoidance of doubt, payments made under this Agreement shall not be treated as resulting in a Basis Adjustment to the extent such payments are treated as Imputed Interest.

          Section 2.2 Exchange Basis Schedule .

               (a)  Generally . Within 45 calendar days after filing its U.S. federal income Tax Return for the relevant Taxable Year, the Corporation shall deliver (or cause Holdings II to deliver) to KRH a schedule (the “ Exchange Basis Schedule ”) that shows, in reasonable detail, for U.S. federal income tax purposes, (i) the actual tax basis as of the first applicable Exchange Date in such Taxable Year of the Exchange Assets, (ii) the Basis Adjustment with respect to the Exchange Assets as a result of each Exchange effected in such Taxable Year, (iii) the period or periods, if any, over which such Exchange Assets are amortizable or depreciable and (iv) the period or periods, if any, over which each Basis Adjustment is amortizable or depreciable (which, for non-amortizable assets, shall be based on the Valuation Assumptions). At the time the Corporation delivers (or causes Holdings II to deliver) the Exchange Basis Schedule to KRH, it shall (x) deliver (or cause Holdings II to deliver) to KRH schedules and work papers providing reasonable detail regarding the preparation of the Exchange Basis Schedule and an Advisory Firm Letter supporting such Exchange Basis Schedule and (y) allow KRH reasonable access to the appropriate representatives at the Corporation, Holdings II and the Advisory Firm in connection with KRH’s review of such schedule. The Exchange Basis Schedule shall become final and binding on the parties unless KRH, within 30 calendar days after receiving such Exchange Basis Schedule, provides the Corporation with notice of a material objection to such Exchange Basis Schedule made in good faith and in reasonable detail. If the parties, negotiating in good faith, are unable to successfully resolve the issues raised in such notice within 30 calendar days after such notice was delivered to the Corporation, the Corporation and KRH shall employ the Reconciliation Procedures.

               (b)  Amendments to Exchange Basis Schedule . The Exchange Basis Schedule shall be amended from time to time by the Corporation (i) in connection with a Determination, (ii) to correct inaccuracies in the original Exchange Basis Schedule identified after the date of the Exchange as a result of the receipt of additional information or (ii