Explanation of Responses:
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1)
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On June 23, 2008, RHI Entertainment, Inc. ("RHI Inc.") completed its initial public offering of common stock. In connection with the closing of the offering, RHI Inc. and KRH Investments LLC ("KRH") entered into the RHI Entertainment Holdings II, LLC ("Holdings II") operating agreement, which provides, among other things, that each unit in Holdings II held by KRH may be exchanged, subject to certain restrictions for one share of common stock of RHI Inc. or cash.
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2)
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Membership Units of Holdings II are beneficially owned by KRH and KRH has the right to exchange such units, on a one-for-one basis, into shares of RHI Inc, common stock as described in notes (1) and (12).
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3)
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Kelso AIV GP VII, LLC ("GP VII LLC") is the general partner of Kelso AIV GP VII, L.P. ("GP VII LP"). GP VII LP is the general partner of Kelso AIV VII, L.P. ("Kelso AIV"). Kelso AIV and Kelso Blocker VII, LLC ("Kelso Blocker") are members of Kelso Interco VII, LLC ("Kelso Interco"), the majority owner of KRH Investments LLC. Each of GP VII LLC, GP VII LP, Kelso AIV, Kelso Blocker and Kelso Interco disclaims beneficial ownership of the securities owned of record by KRH Investments LLC, except to the extent of their respective pecuniary interests therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all the reported securities for purposes of Section 16 or for any other purposes.
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4)
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Each of GP VII LLC, GP VII LP, Kelso AIV, Kelso Blocker and Kelso Interco, due to their common control, could be deemed to beneficially own each other's securities. GP VII LLC disclaims beneficial ownership of all of the securities owned of record, or deemed beneficially owned, by each of GP VII LP, Kelso AIV, Kelso Blocker and Kelso Interco except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all the reported securities for purposes of Section 16 or for any other purposes.
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5)
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GP VII LP disclaims beneficial ownership of all of the securities owned of record, or deemed beneficially owned, by each of GP VII LLC, Kelso AIV, Kelso Blocker and Kelso Interco, except, in the case of Kelso AIV, Kelso Blocker and Kelso Interco, to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all the reported securities for purposes of Section 16 or for any other purposes.
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6)
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Kelso AIV disclaims beneficial ownership of all of the securities owned of record, or deemed beneficially owned, by each of GP VII LLC, GP VII LP, Kelso Blocker and Kelso Interco, except, in the case of Kelso Blocker and Kelso Interco, to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all the reported securities for purposes of Section 16 or for any other purposes.
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7)
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Kelso Blocker disclaims beneficial ownership of all of the securities owned of record, or deemed beneficially owned, by GP VII LLC, GP VII LP, Kelso AIV and Kelso Interco, except, in the case of Kelso Interco, to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all the reported securities for purposes of Section 16 or for any other purposes.
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8)
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Kelso Interco disclaims beneficial ownership of all of the securities owned of record, or deemed beneficially owned, by each of GP VII LLC, GP VII LP, Kelso AIV and Kelso Blocker, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all the reported securities for purposes of Section 16 or for any other purposes.
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9)
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KEP VI AIV, LLC ("KEP VI") and GP VII LLC due to their common control could be deemed to beneficially own each other's securities. KEP VI disclaims beneficial ownership of all of the securities owned of record, or deemed beneficially owned, by each of GP VII LLC, GP VII LP, Kelso AIV, Kelso Blocker and Kelso Interco, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all the reported securities for purposes of Section 16 or for any other purposes. Each of GP VII LLC, GP VII LP and Kelso AIV, Kelso Blocker and Kelso Interco disclaims beneficial ownership of all of the securities owned of record, or deemed beneficially owned, by KEP VI, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all the reported securities for purposes of Section 16 or for any other purposes.
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10)
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KEP VI disclaims beneficial ownership of the securities owned of record by KRH Investments LLC, except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.
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11)
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Messrs. Nickell, Wall, Matelich, Goldberg, Bynum, Wahrhaftig, Berney, Loverro, Connors, Osborne and Moore may be deemed to share beneficial ownership of securities owned of record, or deemed beneficially owned by GP VII LLC, GP VII LP, Kelso AIV, Kelso Blocker and Kelso Interco, KEP VI and KRH Investments LLC, by virtue of their status as managing members of GP VII LLC and KEP VI, but disclaim beneficial ownership of such securities, and this report shall not be deemed an admission that any of Messrs. Nickell, Wall, Matelich, Goldberg, Bynum, Wahrhaftig, Berney, Loverro, Connors, Osborne and Moore is the beneficial owner of these securities for purposes of Section 16 or for any other purposes.
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12)
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Membership Units of Holdings II may be exchanged for shares of RHI Inc. common stock at any time after December 23, 2008.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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KEP VI AIV, LLC
C/O KELSO & COMPANY
320 PARK AVENUE, 24TH FLOOR
NEW YORK, NY 10022
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X
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BERNEY PHILIP E
C/O KELSO & COMPANY
320 PARK AVENUE, 24TH FLOOR
NEW YORK, NY 10022
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X
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BYNUM FRANK K
C/O KELSO & COMPANY
320 PARK AVENUE, 24TH FLOOR
NEW YORK, NY 10022
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X
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Connors James J II
C/O KELSO & COMPANY
320 PARK AVENUE, 24TH FLOOR
NEW YORK, NY 10022
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X
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OSBORNE STANLEY DE J
C/O KELSO & COMPANY
320 PARK AVENUE, 24TH FLOOR
NEW YORK, NY 10022
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X
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Moore Church M
C/O KELSO & COMPANY
320 PARK AVENUE, 24TH FLOOR
NEW YORK, NY 10022
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X
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MATELICH GEORGE E
C/O KELSO & COMPANY
320 PARK AVENUE, 24TH FLOOR
NEW YORK, NY 10022
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X
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NICKELL FRANK T
C/O KELSO & COMPANY
320 PARK AVENUE, 24TH FLOOR
NEW YORK, NY 10022
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X
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WAHRHAFTIG DAVID I
C/O KELSO & COMPANY
320 PARK AVENUE, 24TH FLOOR
NEW YORK, NY 10022
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X
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WALL THOMAS R IV
C/O KELSO & COMPANY
320 PARK AVENUE, 24TH FLOOR
NEW YORK, NY 10022
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X
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Signatures
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/s/ James J. Connors, II, Attorney-in-Fact for KEP VI AIV, LLC
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12/21/2009
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**
Signature of Reporting Person
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Date
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/s/ James J. Connors, II, Attorney-in-Fact for Philip E. Berney
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12/21/2009
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Signature of Reporting Person
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Date
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/s/ James J. Connors, II, Attorney-in-Fact for Frank K. Bynum
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12/21/2009
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Signature of Reporting Person
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Date
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/s/ James J. Connors, II
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12/21/2009
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**
Signature of Reporting Person
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Date
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/s/ James J. Connors, II, Attorney-in-Fact for Stanley de J. Osborne
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12/21/2009
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Signature of Reporting Person
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Date
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/s/ James J. Connors, II, Attorney-in-Fact for Church M. Moore
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12/21/2009
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Signature of Reporting Person
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Date
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/s/ James J. Connors, II, Attorney-in-Fact for George E. Matelich
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12/21/2009
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Signature of Reporting Person
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Date
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/s/ James J. Connors, II, Attorney-in-Fact for Frank T, Nickell
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12/21/2009
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Signature of Reporting Person
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Date
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/s/ James J. Connors, II, Attorney-in-Fact for David I. Wahrhaftig
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12/21/2009
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**
Signature of Reporting Person
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Date
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/s/ James J. Connors, II, Attorney-in-Fact for Thomas R. Wall, IV
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12/21/2009
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Signature of Reporting Person
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Date
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