CREDIT, SECURITY, GUARANTY AND PLEDGE AGREEMENT Dated as of January 12, 2006 as Amended and Restated as of April 13, 2007 among

Stock Pledge Agreement

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This Stock Pledge Agreement involves

RHI ENTERTAINMENT, INC. | JP MORGAN SECURITIES INC | JPMORGAN CHASE BANK, NA | RHI ENTERTAINMENT DISTRIBUTION, LLC | RHI ENTERTAINMENT HOLDINGS, LLC | RHI ENTERTAINMENT PRODUCTIONS, LLC | RHI ENTERTAINMENT, LLC | RHI INTERNATIONAL DISTRIBUTION, INC

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Title: CREDIT, SECURITY, GUARANTY AND PLEDGE AGREEMENT Dated as of January 12, 2006 as Amended and Restated as of April 13, 2007 among
Governing Law: New York Date: 9/14/2007
Law Firm: Morgan Lewis;Latham Watkins

CREDIT, SECURITY, GUARANTY AND PLEDGE AGREEMENT Dated as of January 12, 2006 as Amended and Restated as of April 13, 2007 among, Parties: rhi entertainment inc. , jp morgan securities inc , jpmorgan chase bank na , rhi entertainment distribution llc , rhi entertainment holdings llc , rhi entertainment productions llc , rhi entertainment llc , rhi international distribution inc

Exhibit 10.12

“Second Lien Facility”

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