- Current report filing (8-K)
January 28 2010 - 4:20PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) January 22, 2010
RHI ENTERTAINMENT, INC.
(Exact name of registrant as specified in its charter)
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DELAWARE
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001-34102
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36-4614616
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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1325 Avenue of Americas, 21st Floor, New York, NY
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10019
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code
(212) 977-9001
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N/A
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 1.01(a). Amendment to a Material Definitive Agreement
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As previously reported, on December 23, 2009, RHI Entertainment, Inc.s (the Companys)
indirect subsidiary, RHI Entertainment, LLC (the Borrower), entered into a Forbearance Agreement
(the Forbearance Agreement) with lenders holding a majority in principal amount of the loans
under its $525 million Credit, Security, Guaranty and Pledge Agreement (the First Lien Credit
Agreement) among the Borrower, RHI Entertainment Holdings II, LLC ( Holdings), the guarantors
named therein, the lenders named therein and JPMorgan Chase Bank, N.A., as administrative agent for
the lenders the (Agent) and as issuing bank, and with counterparties to the Borrowers interest
rate hedge agreements (the swaps). Holdings and the subsidiaries of the Borrower that guarantee
the loans under the First Lien Credit Agreement (the Guarantors) are also party to the
Forbearance Agreement. Under the Forbearance Agreement, the lenders and swap counterparties agreed
to forbear, for a period of time (the Forbearance Period), from exercising their rights and
remedies as creditors that may exist by virtue of specified defaults which have occurred or may
occur (Specified Defaults).
On January 22, 2010, the Borrower, Holdings, the Guarantors, lenders holding a majority in
principal amount of the loans under the First Lien Credit Agreement, the Agent and the swap
counterparties entered into Amendment No. 1 to the Forbearance Agreement (the Amendment), which
provides for the following changes to the Forbearance Agreement, among others:
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Extends the Forbearance Period to February 26, 2010;
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Extends the temporary waivers for certain of the Specified Defaults to February 26,
2010;
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Includes additional events as Specified Defaults by amending Schedule I to the
Forbearance Agreement;
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Increases the minimum cash balance requirement to $12.5 million;
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Provisionally waives the requirement to provide borrowing base certificates;
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Requires more detailed reporting and reconciliation with respect to accounts payable and
receivable;
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Requires the Borrower to add one of its subsidiaries as a Guarantor under the First Lien
Credit Agreement; and
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Requires the Borrower to use best efforts to obtain specified deposit account control
agreements.
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The Forbearance Period and temporary waivers may terminate prior to February 26, 2010 under
certain circumstances, including the breach of various covenants set forth in the Forbearance
Agreement and Amendment.
The aforementioned description of the Amendment is qualified in its entirety by the full terms
and conditions of the Amendment, a copy of which is attached as Exhibit 10.1 to this Current Report
on Form 8-K and which is incorporated herein by reference. A copy of the Forbearance Agreement has
been filed with the Securities and Exchange Commission as Exhibit 10.1 to the Companys Current
Report on Form 8-K, dated December 23, 2009, which is also incorporated herein by reference.
Item 9.01 Exhibits.
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Exhibit
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Number
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Description
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10.1
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Amendment No. 1 to the Forbearance Agreement, dated January 22,
2010, among RHI Entertainment, LLC, its subsidiaries party to the
Credit Agreement, RHI Entertainment Holdings II, LLC, the Lenders
party to the Credit Agreement and JPMorgan Chase Bank, N.A., as
Administrative Agent and as Issuing Bank.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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RHI ENTERTAINMENT, INC.
(Registrant)
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Date: January 28, 2009
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By:
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/s/
Henry S. Hoberman
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Name:
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Henry S. Hoberman
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Title:
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Executive Vice President, General Counsel
& Secretary
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EXHIBIT INDEX
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Exhibit
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Number
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Description
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10.1
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Amendment No. 1 to the Forbearance Agreement, dated January 22,
2010, among RHI Entertainment, LLC, its subsidiaries party to the
Credit Agreement, RHI Entertainment Holdings II, LLC, the Lenders
party to the Credit Agreement and JPMorgan Chase Bank, N.A., as
Administrative Agent and as Issuing Bank.
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